Bunker Hill Mining Corp.
1407583
Sep 29, 2025, 03:12 PM
0001493152-25-015925
Items (4)
Item Entry Subscription Agreements and Warrant Indenture On September 29, 2025, Bunker Hill Mining Corp., a Nevada corporation (the “ Company Units CAD Offer Price CAD Offering USD Offer Price USD Offering Offering Each Unit is comprised of one share of common stock of the Company (a “ Unit Share Warrant Warrant Share On September 29, 2025, the Company entered into a series of substantially similar subscription agreements (collectively, the “ Subscription Agreements In connection with the issuance of the Warrants, on September 29, 2025, the Company entered into a warrant indenture (the “ Warrant Indenture The Company intends to use the net proceeds from the Offering to support the construction, start-up, and ramp-up of the Bunker Hill Zinc-Silver-Lead Mine in the Silver Valley, Idaho. The foregoing description of the Subscription Agreement, the Warrant Indenture, and the Warrants does not purport to be complete and is qualified in its entirety by the full text of the form of Subscription Agreement and the Warrant Indenture (including the form of Warrant attached as Schedule “ A” thereto), which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. Underwriting Agreement On September 29, 2025, the Company and Haywood Securities Inc. (“ Haywood Underwriters Underwriting Agreement Compensation Options President’s List Sales Compensation Option Share 2 The Underwriting Agreement contains customary representations, warranties and covenants of the parties. Pursuant to the Underwriting Agreement, the Company has agreed to certain restrictions on offering securities of the Company until January 27, 2026, and to prepare and file with the U. S. Securities and Exchange Commission by October 29, 2025, a registration statement covering the resale of all Unit Shares, Warrant Shares, and Compensation Option Shares. In addition, the Company has agreed to indemnify the Underwriters against certain liabilities, including in respect of claims arising out of the Underwriting Agreement, or to contribute to payments the Underwriters may be required to make due to any such liabilities. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. * * * The Company paid ZED a cash fee of C$52,005, representing 3.333% of the gross proceeds of the CAD Offering from subscribers introduced by ZED to the Company (the “Introduced Subscribers”), and issued to certain principals of ZED an aggregate of 520,052 Compensation Options, representing 4.0% of the Units sold in the CAD Offering to the Introduced Subscribers.
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. All securities issued in the Offering are restricted securities under U. S. securities laws. The Company has relied on the exemptions from registration under Rule 506(b) of Regulation D under the U. S. Securities Act of 1933, as amended (the “ Securities Act
Item Regulation On September 29, 2025, the Company issued a press release regarding the closing of the Offering. 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 Financial (d) Exhibits. Exhibit Description No. 1.1†† Underwriting Agreement, dated September 29, 2025, by and among Bunker Hill Mining Corp., Haywood Securities Inc., and BMO Nesbitt Burns Inc. 4.1†† Warrant Indenture, dated September 29, 2025, between Bunker Hill Mining Corp. and Computershare Trust Company of Canada 10.1†† Form of Subscription Agreement, dated September 29, 2025, between Bunker Hill Mining Corp. and the investors party thereto 99.1 Press Release, dated as of September 29, 2025 ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 104 Cover †† Portions 3 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