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 5, 2025

BUNKER HILL MINING CORP.

(Exact Name of Registrant as Specified in Charter)

300-1055 West Hastings Street, Vancouver, British Columbia, Canada V6E 2E9

(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):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Teck Subscription Agreement

On March 5, 2025, Bunker Hill Mining Corp., a Delaware corporation (the “Company”), entered into a subscription agreement (the “Teck Subscription Agreement”) with Teck Resources Limited (“Teck”) pursuant to which Teck will purchase up to 380,952,381 equity units of the Company (“Units”) at a price of US$0.105¹ (C$0.15) per Unit (the “Offering Price”) for aggregate gross proceeds of up to US$40 million (C$57,480,000)² in a non-brokered private placement (the “Non-Brokered Offering” and, together with the Brokered Offering (as defined below), the “Equity Financings”). Each Unit will consist of one share of common stock of the Company (a “Common Share”) and one-half of one Common Share purchase warrant (a “Warrant”). Each whole Warrant will be exercisable for one additional Common Share (a “Warrant Share”) at a price of C$0.25 per Warrant Share for a period of 12 months following the date of issuance. The Non-Brokered Offering is subject to negotiation and execution of all additional necessary definitive documentation and various closing conditions, including the completion of certain proposed Restructuring Transactions (as defined below), the Brokered Offering, certain amendments to the previously entered into silver loan with Monetary Metals Bond III LLC (together with its affiliates, “Monetary Metals”), and receipt of all necessary stockholder, regulatory and stock exchange approvals. The Company expects that Teck will own greater than 20% of the issued and outstanding Common Shares following the closing of the Transactions (as defined below) and therefore will become a Control Person (as defined in the TSX Venture Exchange (the “TSX-V”) policies).

As of March 6, 2025, Teck beneficially owns, directly or indirectly, or exercises control or direction over, 23,784,723 Common Shares and warrants to purchase an additional 2,951,389 Common Shares, representing approximately 6.6% of the issued and outstanding Common Shares on a non-diluted basis and approximately 7.4% on a partially diluted basis. Assuming the completion of (i) the maximum offering amount under the Brokered Offering (excluding the exercise of the Agents’ Option (as defined below)), (ii) the maximum offering amount under the Non-Brokered Offering and (iii) the issuance of the maximum number of Common Shares in connection with the Sprott Tranche I Shares and Sprott Tranche II Shares (each as defined below), the Company expects that Teck will beneficially own, directly or indirectly, or exercise control or direction over, 404,737,104 Common Shares and warrants to purchase an additional 193,427,579 Common Shares, representing approximately 35.8% of the Company’s then-issued and outstanding Common Shares on a non-diluted basis and approximately 45.2% on a partially diluted basis.

Therefore, in accordance with the TSX-V policies, the approval of the Company’s stockholders will be required with respect to Teck becoming a Control Person. In lieu of a special meeting of its stockholders, the Company intends to obtain the written consent of disinterested stockholders holding more than 50% of the current issued and outstanding Common Shares (the “Stockholder Consent”), which Stockholder Consent will exclude any votes held by Teck and its Affiliates or Associates (each as defined in the TSX-V policies).

Teck’s purchase of the Units is being made for investment purposes. Teck may determine to increase or decrease its investment in the Company depending on market conditions and any other relevant factors.

The representations, warranties and covenants contained in the Teck Subscription Agreement were made solely for purposes of such agreement and as of a specific date, were solely for the benefit of the parties to such agreement 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. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Teck Subscription Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

¹ Based on a CAD/USD exchange rate of 0.6959 as published by the Bank of Canada on March 5, 2025.

² Based on a USD/CAD exchange rate of 1.4370 as published by the Bank of Canada on March 5, 2025.

The Company intends to use the net proceeds of the Equity Financings to advance its efforts to re-start the Bunker Hill Mine (the “Project”) and for general working capital purposes. The Equity Financings are expected to close concurrently on or before April 1, 2025 (the “Closing Date”), subject to the negotiation and execution of all necessary definitive documentation, customary closing conditions, and the receipt of all necessary stockholder, regulatory and stock exchange approvals, including the Stockholder Consent and in the case of the Non-Brokered Offering, the completion of the Brokered Offering. There can be no assurance as to whether or when either or both of the Equity Financings may be completed, either on the terms disclosed herein or at all.

All securities to be issued in the Equity Financings and the Restructuring Transactions will be restricted securities under U.S. securities laws. The Company will rely on the exemption from registration under Section 4(a)(2) of the U.S. Securities Act of 1933, as amended (the “Securities Act”), Rule 506 of Regulation D, or Regulation S, and in reliance on similar exemptions under applicable state laws, for purposes of the Equity Financings and the Restructuring Transactions. This Current Report on Form 8-K is not, and shall not be deemed to be, an offer to sell or the solicitation of an offer to buy any of the securities.

The foregoing description of the Teck Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Teck Subscription Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

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.

Reference is made to the disclosure set forth under “Debt Restructuring Transactions” in Item 8.01 of this Current Report on Form 8-K, which disclosure is incorporated by reference into this Item 3.03.

In connection with the Transactions, the Company anticipates amending its articles of incorporation to increase the total number of shares of capital stock that the Company is authorized to issue from 1,510,000,000 shares to 2,510,000,000 shares, which requires the approval of the Company’s stockholders. In lieu of a special meeting of its stockholders, the Company intends to obtain the written consent of disinterested stockholders by way of the aforementioned Stockholder Consent.

Reference is made to the disclosure set forth in Items 1.01, 5.03, and 8.01 of this Current Report on Form 8-K, which disclosure is incorporated by reference into this Item 5.07.

On March 6, 2025, the Company issued a press release regarding, among other things, the Teck Subscription Agreement, the Teck IRA (as defined below), the Offtake Agreements (as defined below), and the Transactions. 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.

Brokered Offering

The Company has entered into an agreement with a syndicate of agents led by BMO Capital Markets, CIBC Capital Markets and Red Cloud Securities Inc. as joint book runners (collectively, the “Agents”), to support a “best efforts” marketed private placement (the “Brokered Offering”) of Units at the Offering Price for aggregate gross proceeds of up to US$20 million (C$28,740,000).³ The Company intends to grant the Agents an option, exercisable in whole or in part by the Agents at any time up to 48 hours prior to the closing date of the Brokered Offering, to offer for sale up to 28,571,428 additional Units to cover over-allocations, if any (the “Agents’ Option”). The definitive terms of the Agents’ engagement, including the Agents’ Option and the fees and expenses payable in connection with the Brokered Offering, will be contained in an agency agreement to be entered into by the Company and the Agents prior to the closing of the Brokered Offering.

Investor Rights Agreement

In connection with the Non-Brokered Offering, the Company intends to enter into a customary investor rights agreement (the “Teck IRA”) with Teck at closing of the Non-Brokered Offering pursuant to which, among other things, for as long as Teck holds 10% or more of the issued and outstanding Common Shares (on a fully diluted basis), Teck will have certain pre-emptive and information rights, including the right to appoint one nominee to the Company’s board of directors (the “Board”). In addition, in accordance with the terms of the Teck IRA, the Company will not be permitted to incur any additional indebtedness or grant any additional liens (other than certain permitted indebtedness and liens) nor grant any additional royalties, enter into any streaming arrangements or conduct any non-equity financings without the prior written consent of Teck.

Offtake Agreements

The Company has also agreed to amend certain offtake agreements (the “Offtake Agreements”) previously entered into by the parties with respect to 100% of the zinc and lead concentrate production from the Project, including, among other amendments, applying the offtake to the life-of-mine production rather than the previously agreed 5-year term.

Standby Prepayment Facility

In connection with the Non-Brokered Offering, the Company and its wholly owned subsidiary Silver Valley Metals Corp. (“Silver Valley”) intend to enter into a standby facility agreement with Teck (or an affiliate thereof) pursuant to which, among other things, Teck will provide an uncommitted revolving standby prepayment facility of up to US$10 million to the Company (the “SP Facility”), which will be available to the Company until the earlier of (i) June 30, 2028, and (ii) the date on which the Project hits 90% of name plate capacity or the date on which the Company is cash positive for a quarter, unless terminated earlier by Teck. The SP Facility will bear interest at a to-be-agreed-basis per annum, calculated and capitalized quarterly. The Company may use the SP Facility to pay any operating costs during ramp up and capital costs relating to the Project, for working capital and to pay accrued interest on the previously entered into silver loan with Monetary Metals. The SP Facility is to be secured by security interest over all assets, properties and undertaking of the Company and Silver Valley in form and scope similar to the security held by Sprott Streaming and Royalty Company (together with its affiliates, “Sprott Streaming”), with certain security to be held on a first priority basis. No securities of the Company will be issued to Teck in connection with the SP Facility.

³ Based on a USD/CAD exchange rate of 1.4370 as published by the Bank of Canada on March 5, 2025.

Debt Restructuring Transactions

The Company also intends to restructure, either directly or indirectly, its existing debt financing package with Sprott Streaming and certain other creditors on the following principal terms:

(collectively, the “Debt Amendments”).

In consideration for, and in connection with, the Debt Amendments, the Company intends to, either directly or indirectly:

(together with the Debt Amendments, the “Restructuring Transactions” and, collectively with the Equity Financings and the SP Facility, the “Transactions”).

The Company expects that Sprott Streaming will own greater than 20% of the issued and outstanding Common Shares following the closing of the Transactions and therefore will become a Control Person. As of March 6, 2025, Sprott Streaming beneficially owns, directly or indirectly, or exercises control or direction over, approximately 49,251,872 Common Shares, warrants to purchase an additional 3,000 Common Shares and secured debentures convertible into up to an aggregate of approximately 98,909,523 Common Shares⁴ (based on the principal amount only), representing approximately 13.7% of the current issued and outstanding Common Shares on a non-diluted basis and approximately 32.3% on a partially diluted basis. Assuming the completion of (i) the maximum offering amount under the Brokered Offering (excluding the exercise of the Agents’ Option), (ii) the maximum offering amount under the Non-Brokered Offering and (iii) the issuance of the maximum number of Common Shares in connection with the Sprott Tranche II Shares and Sprott Loan Conversion, the Company expects that Sprott Streaming will beneficially own, directly or indirectly, or exercise control or direction over, approximately 250,251,871 Common Shares, warrants to purchase an additional 3,000 Common Shares and secured debentures convertible into up to an aggregate of approximately 194,147,618 Common Shares (based on the principal amount only), representing approximately 22.1% of the Company’s then-issued and outstanding Common Shares on a non-diluted basis and approximately 33.5% on a partially diluted basis. Therefore, in accordance with the TSX-V policies, the approval of the Company’s stockholders will be required with respect to Sprott Streaming becoming a Control Person, which the Company anticipates obtaining in the aforementioned Stockholder Consent, with the votes of Sprott Streaming and its Affiliates and Associates being excluded from the Stockholder Consent.

Furthermore, in connection with the Restructuring Transactions, the Company intends to enter into an investor rights agreement with Sprott Streaming pursuant to which, for as long as Sprott Streaming holds 10% or more of the issued and outstanding Common Shares (on a fully diluted basis), Sprott Streaming will have the right to appoint one nominee (or an observer) to the Board.

Each of the Restructuring Transactions with Sprott Streaming constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements provided under Sections 5.5(g) and 5.7(e) under MI 61-101 related to the financial hardship of the Company. Furthermore, the Restructuring Transactions are expected to close on or before the Closing Date, subject to the execution of all necessary definitive documentation, customary closing conditions, and the receipt of all necessary regulatory and stock exchange approvals. There can be no assurance as to whether or when the Restructuring Transactions may be completed, either on the terms disclosed herein or at all.

⁴ Based on a CAD/USD exchange rate of 0.6959 as published by the Bank of Canada on March 5, 2025.

Closing of Royalty Amendment

The TSX-V has approved the amendment to the First Royalty (the “First Amendment”), which, for greater certainty, is separate from the further amendments to the First Royalty discussed above. The First Royalty currently applies to certain primary, residual and other claims comprising the Project (the “Land Package”), with the applicable percentage currently being between 1.35% to 1.85% based on the type of claim. Under the First Amendment, the First Royalty now also applies to certain additional surface and mineral parcels (the “Additional Claims”) between patented mining claims that are within the existing boundaries of the Land Package, as required by the terms of the First Royalty. The Additional Claims in aggregate cover an immaterial portion of the total Land Package and were identified by the Company as part of its annual review of the Land Package to ensure there are no gaps in the claims comprising the Land Package.

* * *

Forward-Looking Statements Disclaimer

Certain statements in this Current Report on Form 8-K 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 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 Current Report on Form 8-K include, but are not limited to, statements regarding the Company’s objectives, goals or future plans, including with respect to the restart and development of the Project in a manner that maximizes shareholder value; the achievement of future short-term, medium-term and long-term operational strategies, including the timing of commissioning and operations and full nameplate production; the terms of and anticipated benefits of the Transactions, including the Company’s ability to enter into definitive documentation with respect to the Transactions or complete the Transactions on the terms described herein by the Closing Date or at all; the creation of new Control Persons of the Company; the amendment of the Offtake Agreements; the completion of the Brokered Offering; the intended use of the net proceeds of the Equity Financings and any advances under the SP Facility; the exercise of the Agents’ Option; the Company obtaining all necessary stockholder, regulatory and stock exchange approvals with respect to the Transactions, including the approval of the TSX-V and the Stockholder Consent; the Company’s ability to secure sufficient project financing to complete the construction and development of the Project and move it to commercial production on an acceptable timeline, on acceptable terms, or at all; and the proposed amendment of the articles of incorporation of the Company. Forward-looking statements reflect material expectations and assumptions, including, without limitation, expectations and assumptions relating to the Company’s ability to receive sufficient project financing for the restart and development of the Project on an acceptable timeline, on acceptable terms, or at all; our ability to service our existing debt and meet the payment obligations thereunder, including following the Restructuring Transactions, if completed; further drilling and geotechnical work supporting the planned restart and operations at the Project; 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 the Company 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 consummate the Transactions on the terms described herein or at all; the Company’s ability to obtain the Stockholder Consent; the Company’s ability to realize the anticipated benefits of the Transactions, including with respect to the Restructuring Transactions; the Company’s ability to use the net proceeds of the Equity Financings in a manner that will increase the value of stockholders’ investments; the dilution of current stockholders as a result of the consummation of the Equity Financings and the Sprott Loan Conversion; the Company’s ability to operate as a going concern and its history of losses; the Company’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 Project 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 Project 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 Project 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 Current Report on Form 8-K are reasonable, undue reliance should not be placed on such statements or information, which only applies as of the date of this Current Report on Form 8-K, 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).

(d)       Exhibits.

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.