Bunker Hill Mining Corp.
Items (8)
Item Entry Teck Subscription Agreement On March 5, 2025, Bunker Hill Mining Corp., a Delaware corporation (the “ Company Teck Subscription Agreement Teck Units 1 Offering Price 2 Non-Brokered Offering Equity Financings Common Share Warrant Warrant Share Monetary Metals TSX-V 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 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 2 2 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 Closing Date 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 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.
Item Unregistered 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.
Item Material 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.
Item Amendments 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.
Item Submission 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.
Item Regulation 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
Item Other 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 Brokered Offering 3 Agents’ Option Investor Rights Agreement In connection with the Non-Brokered Offering, the Company intends to enter into a customary investor rights agreement (the “ Teck IRA Board Offtake Agreements The Company has also agreed to amend certain offtake agreements (the “ Offtake Agreements Standby Prepayment Facility In connection with the Non-Brokered Offering, the Company and its wholly owned subsidiary Silver Valley Metals Corp. (“ Silver Valley SP Facility Sprott Streaming 3 4 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: (d) the cancellation of the royalty put option previously granted to Sprott Streaming, pursuant to which, among other things, upon the occurrence of an event of default under any of the Series 1 CDs and the Series 2 CDs, Sprott Streaming may require the Company to purchase the First Royalty (as defined below); ────────────────────────────────────────────────────────────────────────────────────────────────────────────── (a) the (b) the (c) the (e) the (f) the (collectively, the “ Debt Amendments In consideration for, and in connection with, the Debt Amendments, the Company intends to, either directly or indirectly: (A) in consideration for the exchange of the Stream pursuant to the terms of a recapitalization agreement to be entered into among the Company, Teck, and Sprott Streaming, (i) issue to Sprott Streaming, on a private placement basis, two senior secured Series 3 convertible debentures in the aggregate principal amount of US$10 million (the “ Series 3 CDs ”) which, once issued, will (a) mature on June 30, 2030, (b) bear interest at an accrued rate of 5.0%, which interest shall be capitalized until the beginning of 2028 or an event of default, and (c) otherwise have terms substantially similar to the terms of the Series 1 CDs, (ii) issue up to 142,857,142 Common Shares at the Offering Price (“ Sprott Tranche II Shares ”) and (iii) grant Sprott Streaming an additional 1.65% life-of-mine gross revenue royalty on both the primary and secondary claims comprising the Project (the “ Third Royalty ”); ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 5 (B) enter (C) enter (D) enter (E) in (together with the Debt Amendments, the “ Restructuring Transactions 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 Shares 4 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 4 6 Closing of Royalty Amendment The TSX-V has approved the amendment to the First Royalty (the “ First Amendment Land Package Additional Claims * * * Forward-Looking Statements Disclaimer
Item Financial (d) Exhibits Exhibit Description No. 10.1 ‡ Subscription Agreement, dated as of March 5, 2025, by and between Bunker Hill Mining Corp. and Teck Resources Limited 99.1 Press Release, dated as of March 6, 2025 ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 104 Cover Certain 8 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 Dated: By: /s/ Name: Sam Title: President