Bunker Hill (OTCQB: BHLL) lifts C$33.8M, completes 1-for-35 reverse split
Rhea-AI Filing Summary
Bunker Hill Mining Corp. completed a private placement LIFE offering of 159,735,000 units at C$0.18 per unit, together with a cornerstone warrant exercise, for aggregate gross proceeds of approximately C$33,752,300. Each unit includes one common share and one-half warrant, with each whole warrant exercisable at C$0.30 per share until March 5, 2029.
The brokered portion paid agents about C$1,627,110 in cash fees and 9,039,500 compensation options exercisable at C$0.18 per share until March 5, 2028. The company plans to use net proceeds to fund ramp-up of the Bunker Hill Mine, exploration, and general corporate purposes, and agreed to file a resale registration statement for the underlying shares by March 12, 2026.
Effective March 6, 2026, Bunker Hill implemented a one-for-thirty-five reverse stock split of its common and preferred stock. Common shares outstanding moved from 1,596,641,338 before the split to approximately 45,618,323 after, with total authorized capital set at 100,000,000 common shares and 285,715 preferred shares.
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Insights
Bunker Hill raises C$33.8M and consolidates shares 35:1.
Bunker Hill Mining Corp. completed a LIFE unit offering and related warrant exercise for aggregate gross proceeds of
The transaction uses units combining common shares with half-warrants exercisable at
A simultaneous one-for-thirty-five reverse stock split reduced common shares outstanding from 1,596,641,338 pre-split to about 45,618,323 post-split. This mechanical change increases the per-share price and reduces the share count, while authorized capital remains large at 100,000,000 common shares and 285,715 preferred shares.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Subscriber Forms and Warrant Indenture
On March 5, 2026, Bunker Hill Mining Corp., a Nevada corporation (the “Company”), closed the previously announced LIFE offering of 159,735,000 units (the “LIFE Units”) of the Company (the “LIFE Offering”) (which includes the full exercise of the agents’ over-allotment option) by way of (i) a “best efforts” private placement (the “Brokered Offering”) in each of the provinces and territories of Canada, (other than Québec), the United States and jurisdictions outside of Canada and the United States pursuant to an agency agreement among the Company, Haywood Securities Inc. (“Haywood”), as lead agent and bookrunner, and a syndicate of agents and (ii) a non-brokered private placement (the “Non-Brokered Offering”) to purchasers in Canada (excluding Québec), the United States and jurisdictions outside of Canada and the United States.
The Company issued the LIFE Units at a price per LIFE Unit of C$0.18 (the “Offer Price”) for gross proceeds of approximately C$33,752,300 (which includes the full exercise of the agents’ over-allotment option and the proceeds received pursuant to the Warrant Exercise (as defined below)). Each LIFE Unit is comprised of one share of common stock of the Company (a “Unit Share”) and one-half of one common stock purchase warrant (a “Warrant”). Each whole Warrant entitles the holder to purchase one share of common stock of the Company (a “Warrant Share”) at a price of C$0.30 per Warrant Share at any time on or before March 5, 2029.
On March 5, 2026, the Company entered into a series of substantially similar subscriber forms (collectively, the “Subscriber Forms”) pursuant to which such investors acquired LIFE Units at the Offer Price. In connection with the LIFE Offering, Ocean Partners Holdings Limited (“OP”) agreed to exercise a minimum of 29,411,765 common share purchase warrants previously issued to and held by OP, at an exercise price of C$0.17 (the “Warrant Exercise”).
In connection with the issuance of the Warrants, on March 5, 2026, the Company entered into a warrant indenture (the “Warrant Indenture”) with Computershare Trust Company of Canada, as warrant agent, to govern the issuance and management of the Warrants.
The Company intends to use the net proceeds from the LIFE Offering to provide working capital for the ramp-up of the Bunker Hill Mine to commercial production, for exploration and for general corporate purposes.
The foregoing description of the Subscriber Forms, the Warrant Indenture, and the Warrants does not purport to be complete and is qualified in its entirety by the full text of the form of Subscriber Form and the Warrant Indenture (including the form of Warrant attached as Schedule “A” thereto), which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Agency Agreement
On March 5, 2026, the Company and Haywood, on its own behalf and on behalf of Roth Canada, Inc., BMO Capital Markets, and Canaccord Genuity Corp. (collectively, the “Agents”), entered into an agency agreement (the “Agency Agreement”), pursuant to which the Agents conducted the LIFE Offering.
Pursuant to the Agency Agreement, the Company paid to the Agents aggregate cash fees of approximately C$1,627,110 and issued to the Agents an aggregate of 9,039,500 non-transferable compensation options (the “Compensation Options”), representing (i) 6.0% of the gross proceeds from the Brokered Offering, other than the gross proceeds raised from certain sales pursuant to a president’s list (the “President’s List Sales”); and (ii) 3.0% of the gross proceeds raised from President’s List Sales (in each case, less any amount of cash fees and Compensation Options issued to ZED Financial Partners (“ZED”)). Each Compensation Option is exercisable to acquire one share of common stock of the Company (a “Compensation Option Share”) at the Offer Price at any time on or before March 5, 2028. No commission was paid on the Non-Brokered Offering.
The Agency Agreement contains customary representations, warranties and covenants of the parties. Pursuant to the Agency Agreement, the Company has agreed to certain restrictions on offering securities of the Company until July 3, 2026, and to prepare and file with the U.S. Securities and Exchange Commission by March 12, 2026, a registration statement covering the resale of all Unit Shares, Warrant Shares, and Compensation Option Shares. In addition, the Company has agreed to indemnify the Agents against certain liabilities, including in respect of claims arising out of the Agency Agreement, or to contribute to payments the Agents may be required to make due to any such liabilities.
The foregoing description of the Agency Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agency Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
* * *
The Company paid ZED a cash fee of C$47,820 of the gross proceeds of the Brokered Offering from subscribers introduced by ZED to the Company (the “Introduced Subscribers”), and issued to certain principals of ZED an aggregate of 265,667 Compensation Options, representing 3.0% of the LIFE Units sold in the Brokered Offering to the Introduced Subscribers.
The representations, warranties and covenants contained in the Subscriber Forms, the Warrant Indenture, and the Agency Agreement were made solely for purposes of such agreements and indenture and as of a specific date, were solely for the benefit of the parties to such agreements and indenture and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company.
| Item 3.02 | Unregistered Sales of Equity Securities. |
Reference is made to the disclosure set forth in Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated by reference into this Item 3.02.
All securities issued in the LIFE Offering are restricted securities under U.S. securities laws. The Company has relied on the exemptions from registration under Rule 506(b) of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and in reliance on similar exemptions under applicable state laws, for purposes of the LIFE Offering.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective as of March 6, 2026, the Company filed a Certificate of Change (the “Certificate of Change”) to its Second Amended and Restated Articles of Incorporation (the “Articles”) adopted by the Company’s board of directors and filed with the Secretary of State of the State of Nevada on March 6, 2026, to effect a reverse stock split of the Company’s common stock, par value US$0.000001 per share (“Common Stock”) and preferred stock, par value US$0.000001 per share (“Preferred Stock” and, together with the Common Stock, collectively, the “Capital Stock”), at a ratio of one-for-thirty-five (the “Reverse Stock Split”). The Reverse Stock Split became effective at 12:01 a.m. Pacific Time on March 6, 2026. The Company obtained written consents of stockholders of the Company holding a majority of the voting shares of the Company to approve the Certificate of Change and the Reverse Stock Split contemplated thereby. Unless the context provides otherwise, all stock price and share count information referenced herein is on a pre-Reverse Stock Split basis.
The resulting authorized Capital Stock of the Company after giving effect to the Reverse Stock Split is 100,285,715 authorized shares, with 100,000,000 shares designated as Common Stock and 285,715 shares designated as Preferred Stock. No fractional shares were issued in connection with the Reverse Stock Split, and any fractional shares that resulted from the Reverse Stock Split were rounded up to the nearest whole share. The new CUSIP number for the Common Stock is 120613823.
The foregoing description of the Certificate of Change does not purport to be complete and is qualified in its entirety by the full text of the Certificate of Change, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On March 5, 2026 and March 6, 2026, the Company issued press releases regarding the closing of the LIFE Offering and the completion of the Reverse Stock Split, respectively. Copies of the press releases are furnished as Exhibits 99.1 and 99.2 hereto and are incorporated herein by reference.
The information set forth in this Item 7.01, including the information set forth in Exhibits 99.1 and 99.2, are 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 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. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 1.1†† | Agency Agreement, dated March 5, 2026, by and among Bunker Hill Mining Corp., Haywood Securities Inc., Roth Canada, Inc., BMO Capital Markets, and Canaccord Genuity Corp. (incorporated by reference to Exhibit 1.1 to the Form 10-K filed on March 6, 2026) | |
| 3.1 | Certificate of Change, effective on March 6, 2026 (incorporated by reference to Exhibit 3.1.2 to the Form 10-K filed on March 6, 2026) | |
| 4.1†† | Warrant Indenture, dated March 5, 2026, between Bunker Hill Mining Corp. and Computershare Trust Company of Canada (incorporated by reference to Exhibit 4.8 to the Form 10-K filed on March 6, 2026) | |
| 10.1†† | Form of Subscriber Form, dated March 5, 2026, between Bunker Hill Mining Corp. and the investors party thereto (incorporated by reference to Exhibit 10.8 to the Form 10-K filed on March 6, 2026) | |
| 99.1 | Press Release, dated as of March 5, 2026 | |
| 99.2 | Press Release, dated as of March 6, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| †† | Portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K. The omitted information is not material, and the registrant treats such information as private and confidential. The registrant hereby agrees to furnish supplementally an unredacted copy of this exhibit to the Securities and Exchange Commission upon request. |
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: March 9, 2026 | By: | /s/ Sam Ash |
| Name: | Sam Ash | |
| Title: | President and CEO | |
Exhibit 99.1
BUNKER HILL ANNOUNCES CLOSING OF C$33,752,300 BROKERED LIFE OFFERING, CONCURRENT NON-BROKERED PRIVATE PLACEMENT AND WARRANT EXERCISE
KELLOGG, IDAHO | VANCOUVER, BRITISH COLUMBIA, March 5, 2026 -- Bunker Hill Mining Corp. (“Bunker Hill” or the “Company”) (TSX-V: BNKR | OTCQB: BHLL), is pleased to announce that it has closed its previously announced “best efforts” private placement offering of units (the “LIFE Units”) of the Company. The Company issued 150,808,332 LIFE Units (approximately 4,308,809 LIFE Units on a post-consolidated basis1) at a price of C$0.18 per LIFE Unit (C$6.30 on a post-consolidated basis1) for gross proceeds of C$27,145,500 (the “Brokered Offering”), which included the full exercise of the agents’ overallotment option.
The Company also issued 8,926,668 additional LIFE Units (approximately 255,048 LIFE Units on a post-consolidated basis1) at a price of C$0.18 per LIFE Unit (C$6.30 on a post-consolidated basis1) for gross proceeds of C$1,606,800 under a concurrent private placement, on a non-brokered basis (the “Non-Brokered Offering”, and together with the Brokered Offering, the “Offering”).
Concurrently with the Offering, a cornerstone investor exercised existing common share purchase warrants at C$0.17 per warrant (C$5.95 on a post-consolidated basis1) for additional proceeds to the Company of C$5,000,000 (the “Warrant Exercise”), resulting in aggregate gross proceeds of C$33,752,300 to the Company from the Brokered Offering, the Non-Brokered Offering, and the Warrant Exercise.
Each LIFE Unit consists of one share of common stock of the Company (a “Common Share”) and one common share purchase warrant of the Company (a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional Common Share at an exercise price of C$0.30 per share (C$10.50 on a post-consolidated basis1,2) for a period of 36 months from issuance.
The Offering was completed by a lead agent and sole bookrunner, on its own behalf and on behalf of a syndicate of agents (the “Agents”). A finder assisted in respect of the Brokered Offering (the “Finder”).
The Company intends to use the net proceeds of the Offering to provide working capital for the ramp-up of the Bunker Hill Mine to commercial production, for exploration and for general corporate purposes.
The Offering was completed on a prospectus-exempt basis pursuant to the ‘listed issuer financing exemption’ under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as modified by Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption of the Canadian Securities Administrators (together, the “LIFE Exemption”).
1 For additional information regarding the Company’s proposed 35:1 reverse stock split, please refer to the Company’s news releases dated February 9, 2026 and March 3, 2026.
2 The Warrants will be automatically adjusted as a result of the Company’s proposed 35:1 reverse stock split, such that each thirty-five Warrants will be exercisable to acquire one post-consolidated Common Share at a price of C$10.50 per share.
In connection with the closing of the Brokered Offering, the Company paid to the Agents aggregate cash fees in the amount of C$1,579,290 and issued to the Agents an aggregate of 8,782,833 non-transferrable compensation options (“Compensation Options”), representing: (i) 6.0% of the gross proceeds of the Brokered Offering, other than the gross proceeds raised from certain sales pursuant to a president’s list (the “President’s List Sales”); and (ii) 3.0% of the gross proceeds raised from President’s List Sales (in each case, less any amount of cash fees and Compensation Options issued to the Finder). Each Compensation Option is exercisable to acquire one Common Share at a price of C$0.18 (C$6.30 on a post-consolidated basis1,3) per share for a period of 24 months from issuance.
The Company paid to the Finder a cash fee of C$47,820, representing: 3.0% of the gross proceeds of the Brokered Offering from subscribers introduced by the Finder to the Company (the “Introduced Subscribers”); and issued to certain principals of the Finder an aggregate of 256,667 Compensation Options representing 3.0% of the LIFE Units sold under the Brokered Offering to the Introduced Subscribers. The purchase of LIFE Units by certain insiders of the Company constituted a “related party transaction” within the meaning of TSX Venture Exchange (“TSXV”) Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company has relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation. Insider participation accounted for an aggregate of 300,000 LIFE Units (approximately 8,571 on a post-consolidated basis) sold under the Offering.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
The LIFE Units issued are not subject to a statutory hold period under applicable Canadian securities laws, in accordance with the Listed Issuer Financing Exemption. The LIFE Units are subject to a minimum six-month hold period in accordance with applicable U.S. securities laws. The Company has agreed to file within five business days, a registration statement to register the resale of the LIFE Units and to use commercially reasonable efforts to have the registration statement declared effective by the U.S. Securities and Exchange Commission (the “SEC”) within 60 days after the initial filing date of the registration statement.
On behalf of Bunker Hill Mining Corp.
Sam
Ash
President and Chief Executive Officer
For additional information, please contact:
Brenda
Dayton
Vice President, Investor Relations
T: 604.417.7952
E: brenda.dayton@bunkerhillmining.com
Cautionary Statements
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
3 The Compensation Options will be automatically adjusted as a result of the Company’s proposed 35:1 reverse stock split, such that each thirty-five Compensation Options will be exercisable to acquire one post-consolidated Common Share at a price of C$6.30 per share.
Certain statements in this news release are forward-looking and involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of that term in Section 27A of the U.S. Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, as well as within the meaning of the phrase ‘forward-looking information’ in the Canadian Securities Administrators’ National Instrument 51-102 – Continuous Disclosure Obligations (collectively, “forward-looking statements”). Forward-looking statements are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, “plan” or variations of such words and phrases.
Forward-looking statements in this news release include, but are not limited to, statements regarding the intended use of the net proceeds of the LIFE Offering; and the Company’s ability to secure sufficient project financing to complete the construction of the Bunker Hill Mine and move it to commercial production in a manner that maximizes shareholder value.
Forward-looking statements reflect material expectations and assumptions, including, without limitation, expectations and assumptions relating to: Bunker Hill’s ability to receive sufficient project financing for the construction of the Bunker Hill Mine on an acceptable timeline, on acceptable terms, or at all; our ability to service our existing debt and meet the payment obligations thereunder; further drilling and geotechnical work supporting the planned restart and operations at the Bunker Hill Mine; the future price of metals; and the stability of the financial and capital markets. Factors that could cause actual results to differ materially from such forward-looking statements include, but are not limited to, those risks and uncertainties identified in public filings made by Bunker Hill with the SEC and with applicable Canadian securities regulatory authorities, and the following: Bunker Hill’s ability to use the net proceeds of the LIFE Offering in a manner that will increase the value of stockholders’ investments; the dilution of current stockholders as a result of the consummation of the LIFE Offering; the Company’s ability to obtain all necessary regulatory and stock exchange approvals with respect to the LIFE Offering and the Reverse Stock Split, including the approval of the TSXV and the Stockholder Consent; Bunker Hill’s ability to operate as a going concern and its history of losses; Bunker Hill’s inability to raise additional capital for project activities, including through equity financings, concentrate offtake financings or otherwise; the fluctuating price of commodities; capital market conditions; restrictions on labor and its effects on international travel and supply chains; failure to identify mineral resources; further geotechnical work not supporting the continued development of the Bunker Hill Mine or the results described herein; failure to convert estimated mineral resources to reserves; the preliminary nature of metallurgical test results; the Company’s ability to raise sufficient project financing, on acceptable terms or at all, to restart and develop the Bunker Hill Mine and the risks of not basing a production decision on a feasibility study of mineral reserves demonstrating economic and technical viability, resulting in increased uncertainty due to multiple technical and economic risks of failure which are associated with this production decision including, among others, areas that are analyzed in more detail in a feasibility study, such as applying economic analysis to resources and reserves, more detailed metallurgy and a number of specialized studies in areas such as mining and recovery methods, market analysis, and environmental and community impacts and, as a result, there may be an increased uncertainty of achieving any particular level of recovery of minerals or the cost of such recovery, including increased risks associated with developing a commercially mineable deposit, with no guarantee that production will begin as anticipated or at all or that anticipated production costs will be achieved; the Company requiring additional capital expenditures than anticipated, resulting in delays in the expected restart timeline; failure to commence production would have a material adverse impact on the Company’s ability to generate revenue and cash flow to fund operations; failure to achieve the anticipated production costs would have a material adverse impact on the Company’s cash flow and future profitability; delays in obtaining or failures to obtain required governmental, environmental or other project approvals; political risks; changes in equity markets; uncertainties relating to the availability and costs of financing needed in the future; the inability of the Company to budget and manage its liquidity in light of the failure to obtain additional financing, including the ability of the Company to complete the payments pursuant to the terms of the agreement to acquire the Bunker Hill Mine complex; inflation; changes in exchange rates; fluctuations in commodity prices; delays in the development of projects; and capital, operating and reclamation costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements in this news release are reasonable, undue reliance should not be placed on such statements or information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all, including as to whether or when the Company will achieve its project finance initiatives, or as to the actual size or terms of those financing initiatives, or whether and when the Company will achieve its operational and construction targets. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
Readers are cautioned that the foregoing risks and uncertainties are not exhaustive. Additional information on these and other risk factors that could affect the Company’s operations or financial results are included in the Company’s annual report and may be accessed through the SEDAR+ website (www.sedarplus.ca) or through EDGAR on the SEC website (www.sec.gov).
Exhibit 99.2
BUNKER HILL ANNOUNCES COMPLETION OF REVERSE STOCK SPLIT
KELLOGG, IDAHO | VANCOUVER, BRITISH COLUMBIA, March 6, 2026 — Bunker Hill Mining Corp. (“Bunker Hill” or the “Company”) (TSX-V: BNKR | OTCQB: BHLL) announces completion of the previously announced one-for-thirty-five reverse stock split (“Reverse Stock Split”) of its common stock, par value US$0.000001 (“Common Stock”) and preferred stock, par value US$0.000001 (“Preferred Stock”). The shares of Common Stock (“Common Shares”) will begin trading on a post-consolidation basis on the TSX Venture Exchange (“TSXV”) at market open today, March 6, 2026.
Reverse Stock Split
As of close of business on March 5, 2026, there were 1,596,641,338 Common Shares issued and outstanding. Immediately following the Reverse Stock Split, a total of approximately 45,618,323 Common Shares are expected to be issued and outstanding, subject to adjustments for rounding. There are no shares of Preferred Stock outstanding. The exercise or conversion price and the number of Common Shares issuable under any of the Company’s outstanding convertible securities and equity incentive plans, as applicable, have been proportionately adjusted in connection with the Reverse Stock Split in accordance with their terms.
The new CUSIP number for the Common Shares is 120613823, and the new ISIN number is US1206138232. Registered stockholders of Bunker Hill who hold their Common Shares in certificated form will receive a letter of transmittal with instructions for surrendering certificates representing their pre-consolidated Common Shares. Such stockholders will need to return to Computershare Investor Services Inc. (“Computershare”), as registrar and transfer agent, a completed letter of transmittal, together with such surrendered certificates, in order to receive a certificate or direct registration system (DRS) advice statement for their post-consolidated Common Shares. Registered stockholders whose pre-consolidated Common Shares are represented by a DRS advice statement are not required to return a completed letter of transmittal to Computershare and instead will be automatically issued a new DRS advice statement for the number of post-consolidated Common Shares held. Holders of convertible securities are also not required to return any letter of transmittal in respect of their convertible securities.
The Reverse Stock Split remains subject to the final approval of the TSXV.
LIFE Offering Closing Clarification
Further to the Company’s press release dated March 5, 2026, the Company wishes to clarify that each unit offered pursuant to the Company’s offering conducted pursuant to the Listed Issuer Financing Exemption, as further described therein, consists of one Common Share and one-half of one Common Share purchase warrant of the Company (a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one additional Common Share at an exercise price of C$0.30 per share (C$10.50 on a post-consolidation basis1) for a period of 36 months from issuance.
1 The Warrants were automatically adjusted as a result of Reverse Stock Split, such that each thirty-five Warrants will be exercisable to acquire one post-consolidated Common Share at an exercise price of C$10.50 per share.
ABOUT BUNKER HILL MINING CORP.
Bunker Hill is an American mineral exploration and development company focused on revitalizing our historic mining asset: the renowned zinc, lead, and silver deposit in northern Idaho’s prolific Coeur d’Alene mining district (the “Bunker Hill Mine”). This strategic initiative aims to breathe new life into a once-productive mine, leveraging modern exploration techniques and sustainable development practices to unlock the potential of this mineral-rich region. Bunker Hill Mining Corp. aims to maximize shareholder value while responsibly harnessing the mineral wealth in the Silver Valley mining district by concentrating our efforts on this single, high- potential asset. Information about the Company is available on its website, www.bunkerhillmining.com, or within the SEDAR+ and EDGAR databases.
On behalf of Bunker Hill Mining Corp.
Sam
Ash
President and Chief Executive Officer
For additional information, please contact:
Brenda
Dayton
Vice President, Investor Relations
T: 604.417.7952
E: brenda.dayton@bunkerhillmining.com
Cautionary Statements
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
Certain statements in this news release are forward-looking and involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of that term in Section 27A of the U.S. Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, as well as within the meaning of the phrase ‘forward-looking information’ in the Canadian Securities Administrators’ National Instrument 51-102 – Continuous Disclosure Obligations (collectively, “forward-looking statements”). Forward-looking statements are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, “plan” or variations of such words and phrases.
Forward-looking statements in this news release include, but are not limited to, statements regarding trading of the Common Shares on a post-consolidation basis; the receipt of the approval of the TSXV; and the Company’s ability to secure sufficient project financing to complete the construction of the Bunker Hill Mine and move it to commercial production in a manner that maximizes shareholder value.
Forward-looking statements reflect material expectations and assumptions, including, without limitation, expectations and assumptions relating to: Bunker Hill’s ability to receive sufficient project financing for the construction of the Bunker Hill Mine on an acceptable timeline, on acceptable terms, or at all; our ability to service our existing debt and meet the payment obligations thereunder; further drilling and geotechnical work supporting the planned restart and operations at the Bunker Hill Mine; the future price of metals; and the stability of the financial and capital markets. Factors that could cause actual results to differ materially from such forward-looking statements include, but are not limited to, those risks and uncertainties identified in public filings made by Bunker Hill with the U.S. Securities and Exchange Commission (the “SEC”) and with applicable Canadian securities regulatory authorities, and the following: the Company’s ability to obtain all necessary regulatory and stock exchange approvals with respect to the Reverse Stock Split, including the approval of the TSXV; Bunker Hill’s ability to operate as a going concern and its history of losses; Bunker Hill’s inability to raise additional capital for project activities, including through equity financings, concentrate offtake financings or otherwise; the fluctuating price of commodities; capital market conditions; restrictions on labor and its effects on international travel and supply chains; failure to identify mineral resources; further geotechnical work not supporting the continued development of the Bunker Hill Mine or the results described herein; failure to convert estimated mineral resources to reserves; the preliminary nature of metallurgical test results; the Company’s ability to raise sufficient project financing, on acceptable terms or at all, to restart and develop the Bunker Hill Mine and the risks of not basing a production decision on a feasibility study of mineral reserves demonstrating economic and technical viability, resulting in increased uncertainty due to multiple technical and economic risks of failure which are associated with this production decision including, among others, areas that are analyzed in more detail in a feasibility study, such as applying economic analysis to resources and reserves, more detailed metallurgy and a number of specialized studies in areas such as mining and recovery methods, market analysis, and environmental and community impacts and, as a result, there may be an increased uncertainty of achieving any particular level of recovery of minerals or the cost of such recovery, including increased risks associated with developing a commercially mineable deposit, with no guarantee that production will begin as anticipated or at all or that anticipated production costs will be achieved; the Company requiring additional capital expenditures than anticipated, resulting in delays in the expected restart timeline; failure to commence production would have a material adverse impact on the Company’s ability to generate revenue and cash flow to fund operations; failure to achieve the anticipated production costs would have a material adverse impact on the Company’s cash flow and future profitability; delays in obtaining or failures to obtain required governmental, environmental or other project approvals; political risks; changes in equity markets; uncertainties relating to the availability and costs of financing needed in the future; the inability of the Company to budget and manage its liquidity in light of the failure to obtain additional financing, including the ability of the Company to complete the payments pursuant to the terms of the agreement to acquire the Bunker Hill Mine complex; inflation; changes in exchange rates; fluctuations in commodity prices; delays in the development of projects; and capital, operating and reclamation costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements in this news release are reasonable, undue reliance should not be placed on such statements or information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all, including as to whether or when the Company will achieve its project finance initiatives, or as to the actual size or terms of those financing initiatives, or whether and when the Company will achieve its operational and construction targets. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
Readers are cautioned that the foregoing risks and uncertainties are not exhaustive. Additional information on these and other risk factors that could affect the Company’s operations or financial results are included in the Company’s annual report and may be accessed through the SEDAR+ website (www.sedarplus.ca) or through EDGAR on the SEC website (www.sec.gov).
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