8-K
Bunker Hill Mining Corp. (BHLL)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 2, 2024
BUNKER
HILL MINING CORP.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 333-150028 | 32-0196442 |
|---|---|---|
| (State<br> or Other Jurisdiction | (Commission | (IRS<br> Employer |
| of<br> Incorporation) | File<br> Number) | Identification<br> No.) |
82Richmond Street East**, Toronto** , Ontario , Canada
M5C
1P1
(Address of Principal Executive Offices) (Zip Code)
416-477-7771
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| none |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On October 2, 2024, the board of directors (the “Board”) of Bunker Hill Mining Corp. (the “Company”) appointed Kelli Kast as a director of the Company effective immediately. The Board also appointed Ms. Kast to serve as Chair of the newly formed Corporate Governance and Nominating Committee.
Ms. Kast entered into the Company’s standard form of board member agreement with the Company (the “Board Member Agreement”) to establish the terms and conditions of her service as a member of the Board. The Board Member Agreement sets forth the services and responsibilities of Ms. Kast as a director of the Company and as Chair of the newly formed Corporate Governance and Nominating Committee, including with respect to professionalism, standards of conduct, fiduciary duties, conflicts of interest, and confidentiality, among other matters. The compensation to be provided to Ms. Kast as set forth in the Board Member Agreement is materially consistent with the compensation that is provided to other non-executive directors of the Company. In addition, she will be compensated for her service as Chair of the newly formed Corporate Governance and Nominating Committee. There are no transactions in which the Company is or was a participant and in which Ms. Kast has a material interest subject to disclosure under Item 404(a) of Regulation S-K. No family relationships exist between Ms. Kast and any of the Company’s directors and executive officers.
In connection with her appointment as a director, Ms. Kast was issued under the Company’s Deferred Share Unit Plan US$40,000 in deferred share units that will vest 12 months following issuance.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On October 2, 2024, the Company issued a press release regarding the appointment of Ms. Kast as a director of the Company. 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”), nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated as of October 2, 2024 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
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 HILL MINING CORP. | ||
|---|---|---|
| Dated:<br> October 8, 2024 | By: | /s/ Sam Ash |
| Name: | Sam<br> Ash | |
| Title: | President<br> and CEO |
Exhibit99.1
Bunker Hill Announces the Appointment of Kelli Kast as Director and
Chair of the Board’s Corporate Governance, Nominating and Compensation Committee
October 02, 2024 – Vancouver, British Columbia - Bunker Hill Mining Corp. (“Bunker Hill” or the “Company”) (TSX-V:BNKR | OTCQB:BHLL) is pleased to announce the appointment of Kelli Kast to its Board of Directors (the “Board”) effective immediately.
Ms. Kast, originally of Coeur D’Alene, Idaho, is a senior natural resource legal professional with over 30 years of US and international leadership experience. She serves as the Vice President, General Counsel and Chief Administrative Officer of Rare Element Resources Ltd, of Colorado, USA (OTCQB:REEMF), where she previously served as a Director. Before 2012, when she joined Rare Element Resources, she was the Senior Vice President, General Counsel, Chief Administration Officer and Corporate Secretary of Coeur Mining Corporation (NYSE:CDE) from 2005-2012 during a transformational growth period for that company. Before her tenure at Coeur Mining Corporation, Ms. Kast gained extensive experience in the engineering and construction industry as a top legal professional. Kelli will serve as the Chair of the Board’s Corporate Governance, Nominating and Compensation Committee.
Richard Williams, Executive Chairman, commented: “I am thrilled to welcome Kelli Kast to the Board as an Independent Director as we work together to enable the Bunker Hill Mine to once again meaningfully contribute to the USA’s Metals Supply Chain. Kelli’s deep expertise in governance, legal and government affairs, ESG and corporate leadership will add essential strategic capabilities to our Board.”
Kelli received a Juris Doctor (JD) degree from the University of South Dakota and is a licensed Idaho attorney.
ABOUTBUNKER HILL MINING CORP.
Under Idaho-based leadership, Bunker Hill intends to sustainably restart and develop the Bunker Hill Mine as the first step in consolidating and optimizing several mining assets into a high-value portfolio of operations initially centered in North America. Information about the Company is available on its website, www.bunkerhillmining.com, or within the SEDAR+ and EDGAR databases.
Onbehalf of Bunker Hill Mining Corp.
Sam Ash
President and Chief Executive Officer
Foradditional information, please contact:
Brenda Dayton
Vice President, Investor Relations
T: 604.417.7952
E: brenda.dayton@bunkerhillmining.com
CautionaryStatements
Neitherthe TSX Venture Exchange (the “TSX-V”) nor its Regulation Services Provider (as that term is defined in the policiesof the TSX-V) accepts responsibility for the adequacy or accuracy of this news release.
Certainstatements in this news release are forward-looking and involve a number of risks and uncertainties. Such forward-looking statementsare within the meaning of that term in Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. SecuritiesExchange Act of 1934, as amended, as well as within the meaning of the phrase ‘forward-looking information’ in the CanadianSecurities Administrators’ National Instrument 51-102 – Continuous Disclosure Obligations (collectively, “forward-lookingstatements”). Forward-looking statements are not comprised of historical facts. Forward-looking statements include estimatesand statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company ormanagement expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”,“anticipates”, “expects”, “estimates”, “may”, “could”, “would”,“will”, “plan” or variations of such words and phrases.
Forward-lookingstatements in this news release include, but are not limited to, statements regarding the Company’s objectives, goals or futureplans, including the restart and development of the Bunker Hill Mine. Forward-looking statements reflect material expectations and assumptions,including, without limitation, expectations and assumptions relating to: Bunker Hill’s ability to receive sufficient project financingfor the restart and development of the Bunker Hill Mine on acceptable terms or at all; the future price of metals; and the stabilityof the financial and capital markets. Factors that could cause actual results to differ materially from such forward-looking statementsinclude, but are not limited to, those risks and uncertainties identified in public filings made by Bunker Hill with the U.S. Securitiesand Exchange Commission (the “SEC”) and with applicable Canadian securities regulatory authorities and the following:Bunker Hill’s ability to operate as a going concern and its history of losses; Bunker Hill’s ability to receive sufficientproject financing for the restart and development of the Bunker Hill Mine on acceptable terms or at all; estimates of mineral resourcesand reserves; mineral exploration and production activities; feasibility study results; changes in demand for and price of commoditiesand currencies; and risks relating to Bunker Hill’s shares of common stock, including price volatility, lack of dividend paymentsand dilution or the perception of the likelihood of any of the foregoing. Although the Company believes that the assumptions and factorsused in preparing the forward-looking statements in this news release are reasonable and are based on the current expectations of BunkerHill’s management, undue reliance should not be placed on such forward-looking statements or information, which are inherentlysubject to uncertainties and changes in circumstances and their potential effects. Such forward-looking statements only apply as of thedate of this news release and no assurance can be given that such events will occur in the disclosed time frames or at all, includingas to whether or when the Company will achieve its project finance initiatives, or as to the actual size or terms of those financinginitiatives. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a resultof new information, future events or otherwise, other than as required by law. No stock exchange, securities commission or other regulatoryauthority has approved or disapproved the information contained herein.
Readersare cautioned that the foregoing risks and uncertainties are not exhaustive. Additional information on these and other risk factors thatcould affect the Company’s operations or financial results are included in the Company’s annual report and may be accessedthrough the SEDAR+ website (www.sedarplus.ca) or through EDGAR on the SEC website (www.sec.gov).