Bunker Hill Mining Corp.
1407583
Jun 11, 2025, 08:05 PM
0001641172-25-014702
Items (9)
Item Entry Equity Offerings On June 5, 2025, Bunker Hill Mining Corp., a Nevada corporation (the “ Company Brokered Offering Sprott Streaming Non-Brokered Offering Equity Offerings Teck Units Offering Price Common Share Warrant Warrant Share In the Brokered Offering, 56,921,096 Units were sold at the Offering Price by a syndicate of agents led by BMO Capital Markets, CIBC Capital Markets and Red Cloud Securities Inc., as joint bookrunners, and including National Bank Financial Inc. (collectively, the “Agents”), of which Sprott Streaming acquired 10,000,000 Units (the “Sprott Subscription”). In the Non-Brokered Offering, Teck acquired 195,294,655 Units (the “Teck Units”) at the Offering Price. The Company intends to use the net proceeds of the Equity Offerings to support the construction, start-up and ramp-up of the Bunker Hill Zinc-Silver-Lead Mine in Silver Valley, Idaho (the “Project”). The Equity Offerings, including both the brokered and non-brokered components, were conducted on a private placement basis pursuant to applicable exemptions from the requirements of securities laws under National Instrument 45-106 - Prospectus Exemptions Securities Act TSX-V Brokered Offering On June 5, 2025, in connection with the Brokered Offering, the Company and the Agents entered into an agency agreement (the “ Agency Agreement On June 5, 2025, pursuant to the Agency Agreement, the Company entered into subscription agreements (collectively, the “ Brokered Subscription Agreements In connection with the issuance of the Warrants, on June 5, 2025, the Company entered into a warrant indenture (the “ Warrant Indenture 2 Non-Brokered Offering As previously announced, on March 5, 2025, under the Non-Brokered Offering, the Company entered into a subscription agreement, as amended by an amending agreement, dated March 24, 2025 with Teck, pursuant to which Teck (i) contributed US$2.00 for every US$1.00 raised in the Brokered Offering and pursuant to the Debt Settlements and Equity Payment Agreement (each as defined herein and further described below) and (ii) acquired the Teck Units at the Offering Price, for aggregate consideration of approximately US$20.5 million. Immediately prior to the closing of the Non-Brokered Offering, Teck beneficially owned, directly or indirectly, or exercised 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. Upon closing of the Non-Brokered Offering, Teck now beneficially owns, directly or indirectly, or exercises control or direction over 219,079,378 Common Shares and warrants to purchase an additional 100,598,716 Common Shares, representing approximately 23.9% of the issued and outstanding Common Shares (on a non-diluted basis and, assuming the exercise of all warrants now held by Teck, approximately 31.4% on a partially diluted basis) and is considered a “ Control Person” of the Company (as such term is defined in the policies of the TSX-V). The Company obtained written consents of disinterested stockholders of the Company holding a majority of the voting shares of the Company (collectively, the “ Stockholder Consent Investor Rights Agreement On June 5, 2025, in connection with the Non-Brokered Offering, the Company entered into a customary investor rights agreement (the “ Teck IRA Board Capital Restructuring Transactions As previously announced, concurrently with the closing of the Equity Offerings, the Company closed capital restructuring transactions, including the conversion into equity of certain outstanding debt, and the modification of certain existing royalty and stream financing arrangements with Sprott Streaming, as set forth in the recapitalization agreement, dated as of June 5, 2025, by and among the Company, Silver Valley, Sprott Streaming, Teck, and Monetary Metals (the “ Recapitalization Agreement All securities issued pursuant to restructuring transactions described below (i) are subject to a four months plus one day holding period in accordance with applicable Canadian securities laws and, if applicable, the policies of the TSX-V and (ii) have not been registered under the Securities Act or any U. S. state securities laws and may not be offered or sold in the United States without registration under the Securities Act and all applicable state securities laws or compliance with requirements of an applicable exemption therefrom. Standby Facility On June 5, 2025, the Company and Teck agreed that the previously announced uncommitted revolving standby prepayment facility of up to US$10 million (the “ SP Facility Silver Valley 3 Offtake Amendments As previously announced, the Company has agreed to amend certain zinc and lead offtake agreements previously entered into with respect to the Project (the “ Zinc and Lead Offtake Agreements Zinc Offtake Amendment Lead Offtake Amendment Amendment of Existing Convertible Debentures The Company completed the previously announced Series 1 CDs and Series 2 CDs (each as defined below), as further described below: (a) On June 5, 2025, the Company and Sprott Streaming entered into the amended and restated series 1 secured convertible debentures (the “ Series 1 CDs ”), which amended and restated the Series 1 convertible debentures previously issued to Sprott Streaming and certain creditors, maturing on March 31, 2028, pursuant to which, among other things, (i) the rate of interest of the Series 1 convertible debentures has been reduced from 7.5% to 5.0% per annum, (ii) the current conversion price, being the U. S. dollar equivalent of C$0.30 per Common Share, has been reduced to equal the Offering Price, and (iii) certain prepayment and conversion terms were amended. (b) On June 5, 2025, the Company and Sprott Streaming entered into the amended and restated series 2 secured convertible debentures (the “ Series 2 CDs ”), which amended and restated the Series 2 convertible debentures previously issued to Sprott Streaming and certain creditors, maturing on March 31, 2029, pursuant to which, among other things, (i) the rate of interest of the Series 2 CDs have been reduced from 10.5% to 5.0% per annum, (ii) the current conversion price, being the U. S. dollar equivalent of C$0.29 per Common Share, have reduced to equal the Offering Price, and (iii) certain prepayment and conversion terms were amended. ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Amendments of Existing Royalty On June 5, 2025, in addition to the amendment of the Second Royalty (as defined below), the Company amended certain existing royalty interests (collectively, the “ First Royalty Amendment to the Debt Facility On June 5, 2025, in connection with the previously announced capital restructuring transactions (the “ Capital Restructuring Transactions Transactions Debt Facility Second Royalty 4 Sprott Stream Conversion On June 5, 2025, the existing metals purchase agreement (the “ Metals Purchase Agreement Exchange Agreement Series 3 CDs New Royalty Sprott Streaming Debt Settlements On June 5, 2025, the Company and Silver Valley entered into the previously announced debt settlement agreements with Sprott Streaming (collectively, the “ Sprott Debt Settlement Agreements Amendments to the Monetary Metals Silver Loan On June 5, 2025, in connection with the Transactions, the Company and Silver Valley entered into (i) an amendment to the secured promissory note purchase agreement dated August 8, 2024, as previously amended by a first amendment to secured promissory note purchase agreement dated November 11, 2024 (the “ MM NPA MM Note Monetary Metals Amendments to Existing Security and Intercreditor Arrangements Pursuant to existing security arrangements, the Company has granted security interests to Sprott Streaming, Monetary Metals, and MineWater LLC (“ MineWater Original Intercreditor Parties A& R Intercreditor and Subordination Agreement Sprott Investor Rights Agreement On June 5, 2025, the Company entered into a customary investor rights agreement (the “ Sprott IRA 5 In connection with the transactions described herein (including the Sprott Subscription), Sprott Streaming was issued an aggregate of 259,802,380 Common Shares, 5,000,000 Warrants and convertible debentures of which the principal amount is convertible into up to 38,320,000 Common Shares. As a result, Sprott Streaming now owns or exercises control over approximately 29.6% of the issued and outstanding Common Shares (or, assuming the exercise of all warrants and the conversion of the full principal amount of the convertible debentures now held by Sprott, approximately 39.1% on a partially diluted basis) and is considered a “ Control Person” of the Company. The Company obtained the Stockholder Consent for, among other things, the restructuring transactions with Sprott Streaming and the Sprott Subscription, including the creation of Sprott Streaming as a Control Person of the Company, in satisfaction of the applicable shareholder approval requirements of the TSX-V. Given that Sprott is a “ Non-Arm’s Length Party” (as such term is defined in the policies of the TSX-V), the amendment and restatement of the Debt Facility and the granting of the Second Royalty each constituted a “ Reviewable Disposition” under TSX-V Policy 5.3 - Acquisitions and Dispositions of Non-Cash Assets
Item Creation Reference is made to the disclosure set forth under “ Capital Restructuring Transactions” in Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated by reference into this Item 2.03.
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 Transactions are restricted securities under U. S. securities laws. The Company has relied on the exemptions from registration under Section 4(a)(2) of 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 Transactions.
Item Material Reference is made to the disclosure set forth under “ Capital Restructuring Transactions” in Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated by reference into this Item 3.03.
Item Departure On June 5, 2025, Paul Smith resigned as a member of the Board effective immediately. Mr. Smith did not advise the Company that his resignation resulted from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Smith was the Chair of the Growth Committee of the Board.
Item Amendments 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 5.03. On June 5, 2025, in connection with the Transactions, the Company amended and restated its articles of incorporation (the “ A& R Articles
Item Regulation On June 5, 2025, the Company issued a press release regarding 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 Additional Debt Settlements As previously announced, the Company and Silver Valley have agreed to settle outstanding receivables and other amounts owing (including, where applicable, accrued and unpaid interest thereon) in aggregate amounts of approximately US$80,000, US$3,072,254 and C$195,000 with certain creditors, contractors, and directors, respectively, of the Company or Silver Valley through the issuance of equity securities at the Offering Price. On June 5, 2025, concurrently with the closing of the Equity Offerings, the Company entered into debt settlement agreements (collectively, the “ Debt Settlement Agreements Debt Settlements In connection with the Debt Settlements, the Company issued: (a) 761,904 (b) 257,379 (c) 30,302,181 Each Unit issued pursuant to the Debt Settlements consisted of one Common Share and one-half of Warrant, with each whole Warrant exercisable for one additional Warrant Share at an exercise price of C$0.25 per Warrant Share for a period of three years following the date of issuance. The Participating Directors, each being a Non-Arm’s Length Party (as such term is defined in the policies of the TSX-V), received Common Shares in lieu of Units. The Company satisfied the shareholder approval requirements of the TSX-V applicable to the issuance of the Common Shares to the Participating Directors, as Non-Arm’s Length Parties, by way of the Stockholder Consent. Equity Payment Silver Valley and C & E Tree Farm, L. L. C. (“ C& E Option Agreement Equity Payment Agreement
Item Financial (d) Exhibits. Exhibit Description No. 99.1 Press Release, dated as of June 5, 2025 ────────────────────────────────────────────────────────────────────────────────────── 104 Cover 7 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