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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): November 10, 2025

 

BUNKER HILL MINING CORP.

 

(Exact Name of Registrant as Specified in Charter)

 

Nevada   333-150028   32-0196442
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification No.)

 

1009 McKinley Avenue, Kellogg, Idaho 83837

 

(Address of Principal Executive Offices) (Zip Code)

 

(604) 417-7952

 

(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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement 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 of each class   Trading Symbol(s)   Name 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 1.01Entry into a Material Definitive Agreement.

 

On November 10, 2025, Bunker Hill Mining Corp., a Nevada corporation (the “Company”) and the Company’s wholly-owned subsidiary, Silver Valley Metals Corp. (“Silver Valley”), entered into an amendment to the secured promissory note purchase agreement dated August 8, 2024 (the “NPA Amendment”), as previously amended by a first amendment to secured promissory note purchase agreement dated November 11, 2024, and a second amendment to secured promissory note purchase agreement dated June 5, 2025 (as amended, the “NPA”), with Monetary Metals Bond III LLC to, amongst other things, extend the availability date for advances thereunder from June 30, 2025 to January 31, 2026. The NPA is secured by security interests over all assets, properties and undertakings of the Company and Silver Valley.

 

The foregoing description of the NPA Amendment does not purport to be complete and is qualified in its entirety by the full text of the NPA Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

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 2.03.

 

Item 7.01Regulation FD Disclosure.

 

On November 10, 2025, the Company issued a press release regarding the NPA Amendment. 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 of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.]

 

Item 9.01Financial Statements and Exhibits.

 

(d)   Exhibits.
     
Exhibit No.   Description
10.1   Third Amendment to Secured Promissory Note Purchase Agreement, dated as of November 10, 2025, by and among Bunker Hill Mining Corp., Silver Valley Metals Corp., and Monetary Metals Bond III LLC
     
99.1   Press Release, dated as of November 10, 2025
     
104   Cover 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: November 14, 2025 By: /s/ Sam Ash
  Name: Sam Ash
  Title: President and CEO

 

 

 

 

Exhibit 10.1

 

THIRD AMENDMENT TO SECURED PROMISSORY

NOTE PURCHASE AGREEMENT

 

This Third Amendment to Secured Promissory Note Purchase Agreement (this “Agreement”) is dated as of November 10, 2025, by and among Silver Valley Metals Corp., an Idaho corporation, having its business address at 1 Mine Road, Kellogg, ID 83837, as borrower (the “Borrower” or “Silver Valley”), Bunker Hill Mining Corp., an Idaho corporation, as parent (the “Parent” or “Bunker Hill”), and Monetary Metals Bond III LLC, a Delaware limited liability company, as purchaser (together with its successors and assigns, the “Purchaser”), amending that certain Secured Promissory Note Purchase Agreement, dated as of August 8, 2024, by and among the Borrower, the Parent, and the Purchaser, as amended by that certain First Amendment to Secured Promissory Note Purchase Agreement, dated as of November 11, 2024, and as further amended by that certain Second Amendment to Secured Promissory Note Purchase Agreement, dated as of June 5, 2025 (as amended to the date hereof, the “Note Purchase Agreement”).

 

WHEREAS:

 

A.The parties hereto have agreed to amend certain provisions of the Note Purchase Agreement as hereinafter set forth;

 

B.Each of the Borrower and Parent wish to confirm to the Purchaser that the Collateral continues to apply to the Obligations (as such terms are defined in the Security Agreement); and

 

C.The parties wish to set out the terms and conditions of this Agreement.

 

NOW THEREFORE, in consideration of the covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby conclusively acknowledged by each of the parties hereto, the parties hereto covenant and agree as follows:

 

1.Interpretation

 

1.1 In this Agreement and the recitals hereto, unless something in the subject matter or context is inconsistent therewith,

 

Agreement” means this agreement, as amended, modified, supplemented or restated from time to time.

 

Effective Date” means the date upon which each of the conditions precedent set forth in Section 4 below have been satisfied or waived in writing by the Purchaser.

 

1.2 Capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings given to them in the Note Purchase Agreement.

 

1.3 The division of this Agreement into Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Unless the context otherwise requires, references herein to “Sections” are to Sections of this Agreement. The terms “this Agreement”, “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Section or other portion hereof and include any agreements supplemental hereto. This Agreement constitutes a Transaction Document for all purposes under the Note Purchase Agreement.

 

1.4 This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any conflicts of law principles that would result in the application of the laws of any other nation or state.

 

 
 

 

2.Amendment

 

2.1 Section 3.3(b) of the Note Purchase Agreement is hereby amended by deleting the reference to “June 30, 2025” therein in its entirety and replacing such reference with “January 31, 2026”.

 

3.Representations and Warranties

 

3.1 Each of the Borrower and the Parent hereby represents and warrants as follows to the Purchaser and acknowledges and confirms that the Purchaser is relying upon such representations and warranties:

 

(a)Capacity, Power and Authority

 

(i)It is duly formed, amalgamated or incorporated, as the case may be, and is validly subsisting under the laws of its jurisdiction of formation, amalgamation or incorporation, as the case may be, and has all the requisite capacity, power and authority to carry on its business as presently conducted and to own its property.

 

(ii)It has the requisite capacity, power and authority to execute, deliver and perform this Agreement.

 

(b)Authorization; Enforceability

 

It has taken or caused to be taken all necessary action to authorize, and has duly executed and delivered, this Agreement, and this Agreement is a legal, valid and binding obligation of it enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, winding up, insolvency, moratorium or other laws of general application affecting the enforcement of creditors’ rights generally and to the equitable and statutory powers of the courts having jurisdiction with respect thereto.

 

(c)Compliance with Other Instruments

 

The execution, delivery and performance by it of this Agreement and the consummation of the transactions contemplated herein do not conflict with, result in any breach or violation of, or constitute a default under the terms, conditions or provisions of its articles, by-laws or other constating documents or any shareholder agreement relating to it, or of any law, regulation, judgment, decree or order binding on or applicable to it or to which its property is subject or of any material agreement, lease, licence, permit or other instrument to which it or any of its Subsidiaries is a party or is otherwise bound or by which any of them benefits or to which any of their property is subject and do not require the consent or approval of any Governmental Authority or any other party.

 

 
 

 

(d)No Default

 

No Default or Event of Default has occurred or is continuing.

 

(e)Representations and Warranties

 

Each of the representations and warranties of the Borrower and Parent set forth in Section 5 of the Note Purchase Agreement, as applicable, is true and correct as of the date hereof other than any such representations and warranties which expressly speak of an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date.

 

The representations and warranties set out in this Agreement shall survive the execution and delivery of this Agreement, notwithstanding any investigations or examinations which may be made by or on behalf of the Purchaser or Purchaser’s counsel. Such representations and warranties shall survive until the Note Purchase Agreement has been terminated.

 

4.Condition Precedent

 

4.1 The amendment to the Note Purchase Agreement contained in Section 2 shall be effective upon, and shall be subject to, the Borrower and the Parent executing and delivering this Agreement, including the confirmation of Note Purchase Agreement and other Transaction Documents set forth herein, to the Purchaser.

 

4.2 The foregoing condition precedent is inserted for the sole benefit of the Purchaser and may be waived by the Purchaser in whole or in part (with or without terms or conditions).

 

5.Confirmation of Note Purchase Agreement and other Transaction Documents

 

5.1 The Note Purchase Agreement and the other Transaction Documents to which the Borrower or the Parent is a party and all covenants, terms and provisions thereof, except as expressly amended and supplemented by this Agreement, shall be and continue to be in full force and effect and the Note Purchase Agreement, as amended by this Agreement, and each of the other Transaction Documents to which the Borrower or the Parent is a party is hereby ratified and confirmed by the Borrower or the Parent, as applicable, and shall, from and after the date hereof, continue in full force and effect as herein amended and supplemented, with such amendments and supplements being effective from and as of the date hereof (upon satisfaction of the condition precedent set forth in Section 4 hereof).

 

5.2 Each of the Borrower and the Parent hereby confirms and agrees that each of the Security Documents to which it is a party is and shall remain in full force and effect in all respects notwithstanding this Agreement and the amendments contained therein and shall continue to exist and apply to all of the Obligations of the Borrower and the Parent, including, without limitation, the Obligations of the Borrower under, pursuant or relating to the Note Purchase Agreement, as amended by this Agreement.

 

5.3 The confirmations in this Section 5 are in addition to and shall not limit, derogate from or otherwise affect any provisions of the Note Purchase Agreement or any Collateral (as such term is defined in the Security Agreement), as the case may be.

 

 
 

 

6.Further Assurances

 

Each of the Borrower, the Parent and the Purchaser shall promptly cure any default by them in the execution and delivery of this Agreement, the other Transaction Documents or any of the agreements provided for hereunder to which it is a party. The Borrower and the Parent at the Borrower’s expense, shall promptly execute and deliver to the Purchaser, upon request by the Purchaser, all such other and further deeds, agreements, opinions, certificates, instruments, affidavits, registration materials and other documents as may reasonably be required by the Purchaser in order to give full effect to the intent of and effect compliance by the Borrower and the Parent with the covenants and agreements of the Borrower and the Parent hereunder.

 

7.Successors and Assigns

 

This Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns in accordance with the Note Purchase Agreement.

 

8.Counterparts

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission or by sending a scanned copy by electronic mail shall be as effective as delivery of a manually executed counterpart of this Agreement.

 

[The remainder of this page has been intentionally left blank]

 

 
 

 

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date and year first above written.

 

  BORROWER:
   
  BUNKER HILL MINING CORP.
     
  By: /s/ Sam Ash
  Name: Sam Ash
  Title: President, Chief Executive Officer and Director
     
  By: /s/ Gerbrand van Heerden
  Name: Gerbrand van Heerden
  Title: Chief Financial Officer and Corporate Secretary
     
  PARENT:
     
  SILVER VALLEY METALS CORP.
     
  By: /s/ Sam Ash
  Name: Sam Ash
  Title: President
     
  By: /s/ Gerbrand van Heerden
  Name: Gerbrand van Heerden
  Title: Treasurer

 

 
 

 

  PURCHASER:
   
 

MONETARY METALS BOND III LLC

     
  By: /s/ Keith Weiner
  Name: Keith Weiner
  Title: CEO
     
  By:  
  Name:  
  Title  

 

 

 

 

Exhibit 99.1

 

 

BUNKER HILL ANNOUNCES SIXTH TRANCHE OF SILVER LOAN FACILITY

 

KELLOGG, IDAHO, USA | VANCOUVER, BRITISH COLUMBIA, CANADA – November 10, 2025 – Bunker Hill Mining Corp. (“Bunker Hill” or the “Company”) (TSX-V:BNKR | OTCQB:BHLL) announces that it has closed the sixth tranche of the previously announced silver loan with Monetary Metals Bond III LLC (the “LLC”), an entity established by Monetary Metals & Co. (“MM”), in the principal amount of US$2,521,215, being the amount of US dollars equal to 50,384 ounces of silver as of the date such amount was advanced to the LLC (the “Sixth Tranche”).

 

Sam Ash, President and CEO, said: “We are deeply appreciative of the continued support from Monetary Metals as we close yet another tranche of this innovative silver-backed facility. Their commitment not only advances our efforts to restart and expand the Bunker Hill Mine but also enables us to deliver value to our stakeholders in a manner that aligns with our vision of responsible growth in the Silver Valley. This phase of financing builds crucial momentum for our team, helping us leverage historic opportunities with modern mining practices and bringing us one step closer to delivering meaningful returns for our shareholders and community.”

 

Sixth Tranche of Silver Loan

 

As further described in the news releases dated June 7, 2024, August 8, 2024, and December 31, 2024 MM, through the LLC, has agreed to loan the Company a principal amount of US dollars equal to up to 1.2M ounces of silver to be advanced in one or more tranches, in support of the re-start and ongoing development of the Bunker Hill Mine (the “Silver Loan”). On August 8, 2024, the Company closed on the first tranche of the Silver Loan in the principal amount of US$16,422,039, being the amount of US dollars equal to, as of August 8, 2024, 609,805 ounces of silver (the “First Tranche”) and on September 24, 2024, the Company closed on the second tranche of the Silver Loan in the principal amount of US$6,369,000, being the amount of US dollars equal to, as of September 24, 2024, 200,000 ounces of silver (the “Second Tranche”). As described in the news release dated November 6, 2024, an additional principal amount of US$6,321,112, the amount of US dollars equal to, as of November 6, 2024, 198,777 ounces of silver, was advanced in connection with the Silver Loan (the “Third Tranche”). As described in the news release dated November 13, 2024, an additional principal amount of US$1,250,000, being the amount of US dollars equal to, as of the date such amount was advanced to the LLC, 39,620 ounces of silver, was advanced in connection with the Silver Loan (the “Fourth Tranche”). As described in the news release dated December 31, 2024, an additional principal amount of US$1,478,847, being the amount of US dollars equal to, as of the date such amount was advanced to the LLC, 50,198 ounces of silver, was advanced in connection with the Silver Loan (the “Fifth Tranche”)

 

As further described in the news releases dated August 8, 2024, September 25, 2024, November 13, 2024 and December 31, 2024, the Company has issued to MM: (i) 1,280,591 non-transferable bonus share purchase warrants (“Warrants”) in connection with First Tranche; (ii) 400,000 Warrants in connection with the Second Tranche; (iii) an aggregate 476,793 Warrants in connection with the Third and Fourth Tranches, and (iv) 100,397 Warrants in connection with the Fifth Tranche. As of the date hereof, 2,257,781 Warrants have been issued to MM under the Silver Loan.

 

 
 

 

In connection with the Sixth Tranche, the Company will, subject to prior approval of the TSX Venture Exchange (the “TSX-V”), issue a total of 742,219 Warrants to MM (the “Bonus Warrants”). Each Bonus Warrant will entitle the holder to acquire one share of common stock of the Company (each, a “Warrant Share”) at an exercise price of C$0.19, being the last closing price of the Company’s common stock prior to the date hereof. The Bonus Warrants will be exercisable until August 8, 2027, subject to acceleration in accordance with the policies of the TSX-V and will be subject to a hold period of four months and one day from the issuance of the Bonus Warrants in accordance with applicable securities laws. The issuance of Warrant Shares is subject to the terms and conditions of the Warrants as well as the receipt of all regulatory approvals, including, without limitation, the approval of the TSX-V.

 

The securities referenced herein, or any securities underlying or derived from the financial instruments referenced herein, including but not limited to the Warrants, the Warrant Shares, and the Silver Loan, have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). This news release does not constitute an offer to sell or the solicitation of an offer to buy such securities, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

Amendments to the Monetary Metals Silver Loan

 

Additionally, in connection with the Sixth Tranche, the Company and Silver Valley have entered into an amendment to the secured promissory note purchase agreement dated August 8, 2024, as previously amended by (i) a first amendment to secured promissory note purchase agreement dated November 11, 2024, and (ii) a second amendment to the secured note promissory purchase agreement dated June 5, 2025 (the “MM NPA”), to extend the availability date for advances thereunder from June 30, 2025 to January 31, 2026. In any event, the number of bonus warrants issued or issuable to MM will not exceed, in the aggregate, the maximum of 3,000,000 allowable under the MM NPA.

 

About Bunker Hill Mining Corp.

 

Bunker Hill is an American mineral exploration and development company focused on revitalizing our historic mining asset: the renowned zinc, lead, and silver deposit in northern Idaho’s prolific Coeur d’Alene mining district. This strategic initiative aims to breathe new life into a once-productive mine, leveraging modern exploration techniques and sustainable development practices to unlock the potential of this mineral-rich region. Bunker Hill aims to maximize shareholder value by responsibly harnessing the mineral wealth in the Silver Valley mining district, focusing our efforts on this single, high-potential asset. Information about the Company is available on its website, www.bunkerhillmining.com, or within the SEDAR+ and EDGAR databases.

 

On behalf of Bunker Hill Mining Corp.

 

Sam Ash

President and Chief Executive Officer

 

For additional information, please contact:

 

Brenda Dayton

Vice President, Investor Relations

T: 604.417.7952

E: [email protected]

 

 
 

 

Cautionary Statements

 

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this news release.

 

Certain statements in this news release are forward-looking and involve a number of risks and uncertainties. Such forward-looking statements are 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. Securities Exchange Act of 1934, as amended, as well as within the meaning of the phrase ‘forward-looking information’ in the Canadian Securities Administrators’ National Instrument 51-102 – Continuous Disclosure Obligations (collectively, “forward-looking statements”). Forward-looking statements are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management 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-looking statements in this news release include, but are not limited to, statements regarding: the Company’s objectives, goals or future plans, including the restart and development of the Bunker Hill Mine; the achievement of future short-term, medium-term and long-term operational strategies; the Silver Loan; the Company receiving TSX-V approval for the issuance of the Warrants and the Warrant Shares; and the timing and advancement of additional tranches of the Silver Loan and additional Warrants. Factors that could cause actual results to differ materially from such forward-looking statements include, but are not limited to, those risks and uncertainties identified in public filings made by Bunker Hill with the U.S. Securities and Exchange Commission (the “SEC”) and with applicable Canadian securities regulatory authorities, and the following: the Company not receiving the approval of the TSX-V for the issuance of the Warrants and the Warrant Shares; the Company’s inability to raise additional capital for project activities, including through equity financings, concentrate offtake financings or otherwise; the fluctuating price of commodities; capital market conditions; restrictions on labor and its effects on international travel and supply chains; failure to identify mineral resources; failure to convert estimated mineral resources to reserves; the preliminary nature of metallurgical test results; the Company’s ability to restart and develop the Bunker Hill Mine and the risks of not basing a production decision on a feasibility study of mineral reserves demonstrating economic and technical viability, resulting in increased uncertainty due to multiple technical and economic risks of failure which are associated with this production decision including, among others, areas that are analyzed in more detail in a feasibility study, such as applying economic analysis to resources and reserves, more detailed metallurgy and a number of specialized studies in areas such as mining and recovery methods, market analysis, and environmental and community impacts and, as a result, there may be an increased uncertainty of achieving any particular level of recovery of minerals or the cost of such recovery, including increased risks associated with developing a commercially mineable deposit, with no guarantee that production will begin as anticipated or at all or that anticipated production costs will be achieved; failure to commence production would have a material adverse impact on the Company’s ability to generate revenue and cash flow to fund operations; failure to achieve the anticipated production costs would have a material adverse impact on the Company’s cash flow and future profitability; delays in obtaining or failures to obtain required governmental, environmental or other project approvals; political risks; changes in equity markets; uncertainties relating to the availability and costs of financing needed in the future; the inability of the Company to budget and manage its liquidity in light of the failure to obtain additional financing, including the ability of the Company to complete the payments pursuant to the terms of the agreement to acquire the Bunker Hill Mine complex; inflation; changes in exchange rates; fluctuations in commodity prices; delays in the development of projects; and capital, operating and reclamation costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements in this news release are reasonable, undue reliance should not be placed on such statements or information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all, including as to whether or when the Company will achieve its project finance initiatives, or as to the actual size or terms of those financing initiatives. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

 

Readers are cautioned that the foregoing risks and uncertainties are not exhaustive. Additional information on these and other risk factors that could affect the Company’s operations or financial results are included in the Company’s annual report and may be accessed through the SEDAR+ website (www.sedarplus.ca) or through EDGAR on the SEC website (www.sec.gov).