8-K Reports
Bunker Hill Mining Corp.
CIK

1407583

Accepted

Mar 9, 2026, 10:30 AM

Accession

0001493152-26-009279

1.01 Entry into a Material Definitive Agreement
3.02 Unregistered Sales of Equity Securities
5.03 Amendments to Articles of Incorporation or Bylaws
7.01 Regulation FD Disclosure
9.01 Financial Statements and Exhibits
Items (5)

Item 1.01 Entry Subscriber Forms and Warrant Indenture On March 5, 2026, Bunker Hill Mining Corp., a Nevada corporation (the “ Company LIFE Units LIFE Offering Brokered Offering Haywood Non-Brokered Offering The Company issued the LIFE Units at a price per LIFE Unit of C$0.18 (the “ Offer Price Unit Share Warrant Warrant Share On March 5, 2026, the Company entered into a series of substantially similar subscriber forms (collectively, the “ Subscriber Forms OP Warrant Exercise In connection with the issuance of the Warrants, on March 5, 2026, the Company entered into a warrant indenture (the “ Warrant Indenture The Company intends to use the net proceeds from the LIFE Offering to provide working capital for the ramp-up of the Bunker Hill Mine to commercial production, for exploration and for general corporate purposes. The foregoing description of the Subscriber Forms, 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 Subscriber Form 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. Agency Agreement On March 5, 2026, the Company and Haywood, on its own behalf and on behalf of Roth Canada, Inc., BMO Capital Markets, and Canaccord Genuity Corp. (collectively, the “ Agents Agency Agreement Pursuant to the Agency Agreement, the Company paid to the Agents aggregate cash fees of approximately C$1,627,110 and issued to the Agents an aggregate of 9,039,500 non-transferable compensation options (the “ Compensation Options President’s List Sales ZED Compensation Option Share The Agency Agreement contains customary representations, warranties and covenants of the parties. Pursuant to the Agency Agreement, the Company has agreed to certain restrictions on offering securities of the Company until July 3, 2026, and to prepare and file with the U. S. Securities and Exchange Commission by March 12, 2026, 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 Agents against certain liabilities, including in respect of claims arising out of the Agency Agreement, or to contribute to payments the Agents may be required to make due to any such liabilities. The foregoing description of the Agency Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agency 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$47,820 of the gross proceeds of the Brokered Offering from subscribers introduced by ZED to the Company (the “ Introduced Subscribers The representations, warranties and covenants contained in the Subscriber Forms, the Warrant Indenture, and the Agency Agreement were made solely for purposes of such agreements and indenture and as of a specific date, were solely for the benefit of the parties to such agreements and indenture 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.

Item 3.02 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 LIFE 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 5.03 Amendments Effective as of March 6, 2026, the Company filed a Certificate of Change (the “ Certificate of Change Articles Common Stock Preferred Stock Capital Stock Reverse Stock Split The resulting authorized Capital Stock of the Company after giving effect to the Reverse Stock Split is 100,285,715 authorized shares, with 100,000,000 shares designated as Common Stock and 285,715 shares designated as Preferred Stock. No fractional shares were issued in connection with the Reverse Stock Split, and any fractional shares that resulted from the Reverse Stock Split were rounded up to the nearest whole share. The new CUSIP number for the Common Stock is 120613823. The foregoing description of the Certificate of Change does not purport to be complete and is qualified in its entirety by the full text of the Certificate of Change, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation On March 5, 2026 and March 6, 2026, the Company issued press releases regarding the closing of the LIFE Offering and the completion of the Reverse Stock Split, respectively. Copies of the press releases are furnished as Exhibits 99.1 and 99.2 hereto and are incorporated herein by reference. The information set forth in this Item 7.01, including the information set forth in Exhibits 99.1 and 99.2, are 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 9.01 Financial (d) Exhibits. Exhibit Description No. 1.1†† Agency Agreement, dated March 5, 2026, by and among Bunker Hill Mining Corp., Haywood Securities Inc., Roth Canada, Inc., BMO Capital Markets, and Canaccord Genuity Corp. (incorporated by reference to Exhibit 1.1 to the Form 10-K filed on March 6, 2026) 3.1 Certificate of Change, effective on March 6, 2026 (incorporated by reference to Exhibit 3.1.2 to the Form 10-K filed on March 6, 2026) 4.1†† Warrant Indenture, dated March 5, 2026, between Bunker Hill Mining Corp. and Computershare Trust Company of Canada (incorporated by reference to Exhibit 4.8 to the Form 10-K filed on March 6, 2026) 10.1†† Form of Subscriber Form, dated March 5, 2026, between Bunker Hill Mining Corp. and the investors party thereto (incorporated by reference to Exhibit 10.8 to the Form 10-K filed on March 6, 2026) 99.1 Press Release, dated as of March 5, 2026 99.2 Press Release, dated as of March 6, 2026 ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 104 Cover Page Interactive Portions 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