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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 11, 2025
BUNKER
HILL MINING CORP.
(Exact
Name of Registrant as Specified in Charter)
| Nevada |
|
333-150028 |
|
32-0196442 |
| (State
or Other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
1009
McKinley Avenue, Kellogg, Idaho 83837
(Address
of Principal Executive Offices) (Zip Code)
604-417-7952
(Registrant’s
Telephone Number, Including Area Code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| none |
|
|
|
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item
5.03 | Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The
board of directors (the “Board”) of Bunker Hill Mining Corp. (the “Company”) approved, and stockholders
representing approximately 53.4% of the Company’s outstanding voting power approved by written consent, an increase in the authorized
shares of the Company’s common stock, par value US$0.000001 (“Common Stock”), from 2,500,000,000 to 3,500,000,000
(the “Authorized Share Increase”).
On
December 11, 2025, the Company filed a Certificate of Amendment to its Second Amended and Restated Articles of Incorporation with the
Secretary of State of the State of Nevada in accordance with Nevada Revised Statutes 78.385 and 78.390 to effect the Authorized Share
Increase. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item
5.07 | Submission
of Matters to a Vote of Security Holders. |
The
information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item
7.01 | Regulation
FD Disclosure. |
On
December 12, 2025, the Company issued a news release regarding the Authorized Share Increase, among other matters. A copy of the news
release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The
information set forth in this Item 7.01, including the information set forth in Exhibit 99.1, is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
| Item
9.01 | Financial
Statements and Exhibits. |
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment, effective as of December 11, 2025 |
| 99.1 |
|
Press Release, dated as of December 12, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
BUNKER
HILL MINING CORP. |
| |
|
| Dated:
December 12, 2025 |
By: |
/s/
Sam Ash |
| |
Name: |
Sam
Ash |
| |
Title: |
President
and CEO |