Bunker Hill Mining Corp. Raises C\$33.75 Million in Key Financing Round and Warrant Exercise

Key Highlights

• Successful Closing of Brokered and Non-Brokered Offerings: Bunker Hill Mining Corp. (“Bunker Hill” or the “Company”) has completed a significant capital raise, closing its previously announced “best efforts” private placement offering of LIFE Units. The Company raised a total of C\$33,752,300 through a combination of brokered and non-brokered offerings and the exercise of existing warrants.
• Breakdown of Proceeds:
  • C\$27,145,500 raised from the brokered offering, including the full exercise of the agents’ overallotment option.
  • C\$1,606,800 raised through a concurrent non-brokered offering.
  • An additional C\$5,000,000 was generated from the exercise of existing share purchase warrants by a cornerstone investor.
• Unit Structure and Warrants: Each LIFE Unit is priced at C\$0.18 (C\$6.30 post-35:1 reverse stock split) and comprises one common share and one common share purchase warrant. Each warrant is exercisable at C\$0.30 (C\$10.50 post-consolidation) for a period of 36 months from issuance.
• Proposed 35:1 Reverse Stock Split: The offerings and warrants are structured with a planned 35:1 reverse stock split. Post-consolidation, all figures (units, exercise prices) reflect this significant corporate action.
• Use of Proceeds: The net proceeds will be used for working capital to support the ramp-up of the Bunker Hill Mine to commercial production, for exploration activities, and for general corporate purposes.

Details of the Offering

The Company issued approximately 150,808,332 LIFE Units (about 4,308,809 post-consolidation) at C\$0.18 per unit, and an additional 8,926,668 LIFE Units (about 255,048 post-consolidation) at the same price in the non-brokered tranche. A cornerstone investor exercised warrants at C\$0.17 (C\$5.95 post-consolidation) for extra proceeds of C\$5,000,000, bringing the total financing to nearly C\$33.8 million.

Each LIFE Unit consists of one common share and one warrant. Each warrant allows the purchase of one additional share at C\$0.30 (C\$10.50 post-consolidation) for three years from issuance. The warrants and compensation options will be adjusted following the planned 35:1 reverse stock split, with every thirty-five warrants or compensation options being exercisable for one post-consolidated share.

The offering was led by a syndicate of agents, with a lead agent acting as sole bookrunner. Aggregate cash fees of C\$1,579,290 were paid to agents, and 8,782,833 non-transferrable compensation options were issued, allowing the purchase of common shares at C\$0.18 (C\$6.30 post-consolidation) for 24 months. A finder received C\$47,820 in cash and 256,667 compensation options for their role in introducing subscribers.

Shareholder and Regulatory Implications

• Insider Participation: Insiders participated in the Offering, acquiring an aggregate of 300,000 LIFE Units (about 8,571 post-consolidation). This constitutes a “related party transaction” under Canadian securities law but was exempt from minority approval requirements due to the size of the transaction.
• U.S. Registration and Holding Periods: The LIFE Units are not subject to a statutory hold period in Canada due to the Listed Issuer Financing Exemption, but they are subject to a minimum six-month hold under U.S. law. The Company has agreed to file a registration statement with the SEC within five business days to permit resale of the LIFE Units and to use commercially reasonable efforts to have it declared effective within 60 days of filing.
• Potential Share Price Sensitivity: The completion of this large capital raise, combined with the planned 35:1 reverse stock split and the exercise of warrants by a cornerstone investor, are all significant events that could materially impact the Company’s share structure and valuation.
• Forward-Looking Risks: The Company highlights several risks, including reliance on additional financing, fluctuating commodity prices, regulatory approvals (including for the reverse split and LIFE Offering), uncertainties in mine development, and the potential for additional capital requirements if costs exceed expectations. There is an explicit caution that production decisions are not based on a feasibility study of mineral reserves, which introduces additional technical and economic risks.

Investor Takeaways

• This financing round is critical for Bunker Hill Mining Corp. to advance the ramp-up and exploration of the Bunker Hill Mine toward commercial production. The successful closing of the offerings and warrant exercise signals confidence from both investors and insiders, particularly the cornerstone investor who exercised warrants for C\$5 million.
• The planned 35:1 reverse stock split is a pivotal corporate action that will impact share counts, exercise prices, and could affect liquidity and share price dynamics. Investors should be alert to how this reverse split and the influx of new shares and warrants may affect market pricing.
• Regulatory filings in the U.S. and Canada, insider participation, and the lack of a statutory hold period in Canada (but a six-month hold in the U.S.) are important for both existing and new shareholders, particularly those trading on cross-border accounts.
• The Company’s forward-looking statements signal both opportunity and risk. The ability to allocate the new funds efficiently, secure additional project financing, and successfully move to commercial production will be key drivers for future share performance.

Contact Information

Sam Ash
President and Chief Executive Officer

Brenda Dayton
Vice President, Investor Relations
T: 604.417.7952
E: [email protected]

Cautionary Statements and Disclaimer

This article contains forward-looking statements that are subject to significant risks and uncertainties, including those related to project financing, mine development, commodity prices, and regulatory approvals. Actual results may differ materially from those expressed or implied. Readers are cautioned not to place undue reliance on these statements. For further details on risks, refer to the Company’s filings on SEDAR+ (www.sedarplus.ca) and EDGAR (www.sec.gov). This overview is for informational purposes only and does not constitute investment advice.

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