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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): March 9, 2026
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
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Departure
of Chief Financial Officer
On
March 9, 2026, Gerbrand van Heerden resigned as the Chief Financial Officer and Corporate Secretary of Bunker Hill Mining Corp. (the
“Company”), effective as of March 10, 2026.
Appointment
of Chief Financial Officer
On
March 9, 2026, the Company appointed Bradley Barnett as the interim Chief Financial Officer and Corporate Secretary of the Company, effective
as of March 10, 2026.
Mr.
Barnett, 55, has been serving and has served in various roles for the Company since October 2020, including as the Director of Special
Projects (since October 2025), as the Vice President of Sustainability (November 2020–November 2025), and as a consultant (March
2020–October 2020). From October 2022 to September 2024, he also served as the President and Chief Executive Officer of Critical
Minerals International. From August 2018 to November 2020, Mr. Barnett served as the Chief Executive Officer of Centar Ltd. He served
in multiple roles for Afghan Gold & Minerals Company, including as the Chief Executive Officer (August 2018–January 2020) and
as the Chief Financial Officer (May 2010–November 2015). From December 2015 to May 2018, Mr. Barnett served in various roles for
Barrick Gold Corporation, including as the Managing Director of Asset Development (February 2017–May 2018), as the Commercial Director
of the Lama and Frontera District (January 2017–February 2017), as the Commercial Manager of the Lama Project (August 2016–February
2017), and as a consultant for Asset Management (December 2015–July 2016). From January 2011 to November 2015, he served as the
Chief Financial Officer of Central Asian Resources. Mr. Barnett holds a bachelor’s degree in international economics from the University
of California, Riverside, and a certificate of completion in mining project analysis from the Imperial College of London. There are no
family relationships between Mr. Barnett and any director or executive officer of the Company, and there are no transactions between
Mr. Barnett and the Company that require disclosure pursuant to Item 404 of Regulation S-K.
In
his role as interim Chief Financial Officer and Corporate Secretary, Mr. Barnett will be paid a base salary of US$25,000 per month and
will be eligible to receive up to US$50,000 in deferred share units in connection with a possible listing on the NYSE American.
| Item
7.01 |
Regulation
FD Disclosure. |
On
March 10, 2026, the Company issued a press release regarding the resignation of Mr. van Heerden as the Chief Financial Officer of the
Company and the appointment of Mr. Barnett as the interim Chief Financial Officer of the Company. A copy of the press 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 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 |
| 99.1 |
|
Press Release, dated as of March 10, 2026 |
| |
|
|
| 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:
March 11, 2026 |
By: |
/s/
Sam Ash |
| |
Name: |
Sam
Ash |
| |
Title: |
President
and CEO |
Exhibit
99.1

BUNKER
HILL ANNOUNCES CHANGES TO ITS FINANCE TEAM AS PART OF
CONCENTRATING
ITS EXECUTIVE LEADERSHIP TEAM WITHIN THE USA
KELLOGG,
IDAHO | VANCOUVER, BRITISH COLUMBIA, March 10, 2026 — Bunker Hill Mining Corp. (“Bunker Hill” or
the “Company”) (TSX-V: BNKR | OTCQB: BHLL), on track to restart operations in the first half of 2026, announces
its intention to hire a US-based Chief Financial Officer (“CFO”) to concentrate its executive team within the USA,
ensuring optimal alignment with its US-focused corporate strategy.
Gerbrand
Van Heerden has resigned from his position as CFO and Corporate Secretary, effective March 10, to return home to Southern Africa and
pursue mining opportunities there. He has been replaced by Bradley Barnett, a US Citizen, as Interim CFO and Corporate Secretary, effective
immediately. At the same time, the Company is starting a formal search to retain a US-based CFO. The Company also announces the promotion
of Mark McBride to Vice President, Finance (“VP Finance”), effective immediately.
“Gerbrand
has done a superb job at Bunker Hill, helping to strengthen our balance sheet, building robust financial systems capable of supporting
our transition into an operating mining company and ensuring the restart of operations in the first half of 2026. As the Company seeks
to have its team located in the USA, it became clear that a transition was the best path for both Gerbrand and the Company and we wish
him well in his next endeavors,” says Richard Williams, Executive Chairman.
“We
welcome back Bradley Barnett as Interim CFO and Corporate Secretary. Respected as one of the founding members of the new, ex-Barrick
management team that took up the Bunker Hill turnaround challenge in 2020. As a seasoned, hard-charging executive, well known to our
team and completely familiar with the realities of US commercial, government, and capital markets, he is very well placed to support
our ramp-up to commercial production, positive cash flow, and growth thereafter. I also wish to take this opportunity to congratulate
the tenacious and diligent Mark McBride on his well-deserved promotion to VP Finance publicly.”
Mr.
Barnett brings more than 30 years of international business experience, including over 15 years in the global mining sector with leadership
roles spanning finance, operations, sustainability, and project development across North America, South America, Africa and Asia. He
previously served as Vice President of Sustainability at Bunker Hill Mining, where he played a key role in establishing the Company’s
landmark relationship with the United States Environmental Protection Agency, which contributed to the restructuring of historical environmental
liability terms, unlocking the restart opportunity.
Mr.
Barnett has held senior leadership positions across the mining industry, including CEO, CFO, and Managing Director roles, and previously
served as a Managing Director at Barrick Gold, responsible for creating value from its large portfolio of closed mine sites. He has also
served as Chief Financial Officer of Afghan Gold & Minerals Corp. and Central Asian Resources, US-Afghan joint ventures that helped
restart the mining industry in Afghanistan at a very challenging time for that country.
Mr.
Barnett holds a bachelor’s degree in economics from the University of California, Riverside. He will be included as a candidate
in the search process to secure a long-term, US-based CFO for Bunker Hill.
LIFE
OFFERING CLOSING CLARIFICATION
Further
to the Company’s press releases dated March 5, 2026, and March 6, 2026, the Company wishes to clarify certain matters in connection
with the Company’s recently completed LIFE offering (the “LIFE Offering”). The Company issued an aggregate of
159,735,000 LIFE units (on a pre-consolidated basis) in connection with the Company’s recently completed LIFE offering consisting
of (i) 150,808,332 LIFE Units issued under the brokered portion of the LIFE Offering (the “Brokered Offering”), and
(ii) 8,926,668 LIFE Units issued under the non-brokered portion of the LIFE Offering (the “Non-Brokered Offering”, and together
with the Brokered Offering, the “Offering”).
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”). Following the reverse stock split, effective as March 6, 2026, each 35 Warrants entitles
the holder thereof to purchase one additional Common Share at a post-consolidated exercise price of $10.50 for a period of 36 months
from issuance.
In
connection with the Brokered Offering, the Company issued 8,773,833 compensation options (the “Compensation Options”)
(on a pre-consolidated basis) to the Agents (as described in the March 5, 2026, press release) and 265,667 Compensation Options to ZED
Financial Partners. Each 35 Compensation Options entitles the holder thereof to purchase one additional Common Share at a post-consolidated
exercise price of $6.30 for a period of 24 months from issuance.
Under
the Offering and on a post-consolidated basis, the Company may issue up to 4,563,857 Common Shares, up to an additional 2,281,928 Common
Shares upon exercise of the Warrants, and up to 258,272 Common Shares upon exercise of the Compensation Options, subject to rounding.
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 property. Bunker Hill Mining Corp. aims to maximize shareholder value
by restarting profitable and sustainable mining operations in H1 2026, ramping up to commercial production thereafter and reinvesting
its operating cash flow in ways that expand both the quantity and quality of the mine’s Resources and Reserves. Information about
the Company is available on its website, www.bunkerhillmining.com, or on 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 the Company’s intention to hire a US-based
CFO, 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 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).