[D] Bunker Hill Mining Corp. SEC Filing

Rhea-AI Filing Summary

Bunker Hill Mining Corp. filed a Form D notice reporting a Regulation D offering under Rule 506(b) with a total offering amount of $37,496,922, all of which has been sold. The filing shows $3,881,903 of the sale occurred to investors in the U.S., and an exchange rate conversion from Canadian dollars was applied (US$0.7231 = C$1.00 as of 9-5-25). The issuer lists nine total investors and a minimum outside investment of $5,059. Reported selling expenses include estimated sales commissions of $2,228,469 and finders' fees of $37,606. The offering is not tied to a business combination, is not intended to last more than one year, and claims no payments to named officers or directors. The filing is signed by the CFO on 2025-10-09.

Positive

• Total offering of $37,496,922 was fully sold
• Clear disclosure of U.S. proceeds ($3,881,903) and investor count (9)
• No payments to named officers or directors reported from proceeds ($0)

Negative

• Estimated sales commissions are substantial at $2,228,469, reducing net proceeds
• Currency conversion exposure noted via conversion from Canadian dollars at US$0.7231, which can affect reported USD totals

Insights

Securities Attorney

Form D shows a completed Rule 506(b) offering and standard disclosures.

The notice documents a Rule 506(b) exemption with total proceeds of $37,496,922 and discloses the number of investors (9), minimum investment ($5,059), and estimated selling expenses. These are the typical public-record disclosures required to claim a Reg D exemption.

The filing also notes the split of sales into U.S. and non-U.S. purchasers with $3,881,903 raised in the U.S., and provides broker-dealer names. Monitor state solicitation checkboxes and broker disclosures for compliance if state filings or investor requests follow within standard timelines.

Capital Markets Analyst

Material capital was raised and fully sold; selling costs are notable.

The company reports gross proceeds of $37,496,922 and sold amounts equal to the offering, implying the raise is complete at the stated size. Estimated sales commissions of $2,228,469 represent a measurable cost of capital that investors may factor into net proceeds available for operations or projects.

Key near-term items to watch are the deployment of proceeds against stated corporate plans and any subsequent disclosures showing use of funds, which will clarify how much capital remains after sales costs and any currency conversion impacts disclosed at an exchange rate of US$0.7231 to C$1.00.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001407583

LIBERTY SILVER CORP

Liberty Silver Corp

Lincoln Mining Corp

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Bunker Hill Mining Corp.

Jurisdiction of Incorporation/Organization

NEVADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Bunker Hill Mining Corp.
Street Address 1		Street Address 2
1009 MCKINLEY AVENUE
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
KELLOGG	IDAHO	83837	604-417-7952

3. Related Persons

Last Name	First Name	Middle Name
Ash	Sam
Street Address 1	Street Address 2
1009 McKinley Avenue
City	State/Province/Country	ZIP/PostalCode
Kellogg	IDAHO	83837

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

President, CEO, Director

Last Name	First Name	Middle Name
Williams	Richard
Street Address 1	Street Address 2
c/o Bunker Hill Mining Corp.	1009 McKinley Avenue
City	State/Province/Country	ZIP/PostalCode
Kellogg	IDAHO	83837

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Executive Chairman, Director

Last Name	First Name	Middle Name
van Heerden	Gerbrand
Street Address 1	Street Address 2
c/o Bunker Hill Mining Corp.	1009 McKinley Avenue
City	State/Province/Country	ZIP/PostalCode
Kellogg	IDAHO	83837

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

Last Name	First Name	Middle Name
Cruise	Mark
Street Address 1	Street Address 2
c/o Bunker Hill Mining Corp.	1009 McKinley Avenue
City	State/Province/Country	ZIP/PostalCode
Kellogg	IDAHO	83837

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kast	Kelli
Street Address 1	Street Address 2
c/o Bunker Hill Mining Corp.	1009 McKinley Avenue
City	State/Province/Country	ZIP/PostalCode
Kellogg	IDAHO	83837

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Saxton	Pamela
Street Address 1	Street Address 2
c/o Bunker Hill Mining Corp.	1009 McKinley Avenue
City	State/Province/Country	ZIP/PostalCode
Kellogg	IDAHO	83837

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-29				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $5,059 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Haywood Securities (USA) Inc.	000042072
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
200 Burrard St.	Suite 700
City	State/Province/Country	ZIP/Postal Code
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3L6
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
ALABAMA CALIFORNIA CONNECTICUT NEW YORK OKLAHOMA

Recipient	Recipient CRD Number None
BMO Nesbitt Burns Securities Ltd.	000044057
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
1 First Canadian Place	4th Floor, P.O. Box 150
City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5X 1H3
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
ALABAMA CALIFORNIA CONNECTICUT NEW YORK OKLAHOMA

13. Offering and Sales Amounts

Total Offering Amount	$37,496,922	USD	or Indefinite
Total Amount Sold	$37,496,922	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Reported amounts represent amounts offered and sold in and outside the U.S. $3,881,903.00 was offered and sold to investors in the U.S. Reported amounts have been converted from Canadian dollars at an exchange rate of US$0.7231 to C$1.00 as of 9-5-25.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

9

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$2,228,469	USD	X Estimate
Finders' Fees	$37,606	USD	X Estimate

Clarification of Response (if Necessary):

Reported amounts have been converted from Canadian dollars at an exchange rate of US$0.7231 to C$1.00 as of 9-5-25.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Bunker Hill Mining Corp.	/s/ Gerbrand van Heerden	Gerbrand van Heerden	Chief Financial Officer	2025-10-09

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount did Bunker Hill Mining Corp. (BHLL) raise in this Form D filing?

The filing reports a total offering amount of $37,496,922, with the same amount shown as sold.

How much of the offering was sold to U.S. investors for BHLL?

The notice discloses $3,881,903 was offered and sold to investors in the U.S.

How many investors participated in the offering reported by BHLL?

The filing lists a total of 9 investors in the offering.

What were the selling costs reported in the BHLL Form D?

Estimated sales commissions are $2,228,469 and finders' fees are $37,606.

Was this offering linked to a merger or business combination for BHLL?

No. The filing indicates the offering was not made in connection with a business combination transaction.

Who signed the Form D for Bunker Hill Mining and when?

The Form D was signed by Gerbrand van Heerden, Chief Financial Officer, on 2025-10-09.