8-K

UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K

CURRENTREPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 23, 2020

BUNKERHILL MINING CORP.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code 416-477-7771

(Former name or former address, if changed since last report.)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. [  ]

Item8.01 Other Events.

On November 23, 2020, Bunker Hill Mining Corporation (the “Company”) announced that it has renegotiated its option agreement for the purchase of a 100% interest in the saleable assets at Bunker Hills complex.

ITEM9.01(b) Exhibits

SIGNATURES

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.

BUNKERHILL MINING CORP.

Exhibit99

BUNKERHILL MINING CORP. REPORTS THAT IT HAS

SUCCESSFULLYRENEGOTIATED ITS OPTION AGREEMENT

TORONTO, ON, November 23, 2020 – Bunker Hill Mining Corp. (the “Company”) (CSE: BNKR) is pleased to announce that it has successfully renegotiated its option agreement for the purchase of a 100% interest in the saleable assets at the Bunker Hill Mine complex from Placer Mining Corporation (the “Lessor”). Under the new terms, the purchase price has been decreased by 30% from USD11.0 million to USD7.7 million.

Sam Ash, CEO of Bunker Hill Mining, stated:

“Weare very pleased to have successfully negotiated a lower purchase price for the option agreement as it allows us to further focusour efforts on the ongoing high-grade silver exploration campaign and the mining restart plan. Under the terms of the agreement,we will be able to continue to explore, finalize the studies, and restart mining activities before being required to exercisethe purchase option in August 2022. This offers a unique opportunity to optimize our working capital requirements and focus ourbalance sheet on the development of the asset.

Oursilver-focused exploration program is continuing to progress well and we are excited to publish drill results in the upcomingweeks. We have recently completed 6,000 feet of drilling from surface and are now moving the drill rigs to underground platformsto avoid any winter-related delays.”

Bunker Hill Mining’s option agreement expires on August 1, 2022. Under the new terms of the amended agreement, the total consideration has been reduced by 30% to USD7.7 million, consisting of USD5.4 million payable in cash and USD 2.0 million in shares of the Company. The reference price for the payment in shares will be based on the share price of the last equity raise before the option is exercised. The Company will continue to make a monthly care and maintenance payment of USD60,000 to the Lessor in return for on-going technical support to the Company. Under the amended agreement, the Company’s contingent obligation to settle USD1.8 million of accrued payments due to the Lessor, if the Company decides not to exercise its right to purchase, has been waived. Under the amended agreement, the Company is to make an advance payment of USD2.0 million to the Lessor which shall be credited toward the purchase price of the Bunker Hill Mine when the Company elects to exercise its purchase right.

AboutBunker Hill Mining Corp.

Bunker Hill Mining Corp. has an option to acquire 100% of all saleable assets at the Bunker Hill Mine. Information about the Company is available on its website, www.bunkerhillmining.com, or within the SEDAR and EDGAR databases.

For additional information contact:

Sam Ash, President and Chief Executive Officer

+1 208 786 6999

[email protected]

CautionaryStatements

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 Securities Act of 1933, as amended, and Section 21E of the SecuritiesExchange Act of 1934, as amended, as well as within the meaning of the phrase ‘forward-looking information’ in theCanadian Securities Administrators’ National Instrument 51-102 – Continuous Disclosure Obligations. Forward-lookingstatements are not comprised of historical facts. Forward-looking statements include estimates and statements that describe theCompany’s future plans, objectives or goals, including words to the effect that the Company or management expects a statedcondition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”,“expects”, “estimates”, “may”, “could”, “would”, “will”,or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, bytheir very nature they involve inherent risks and uncertainties. Although these statements are based on information currentlyavailable to the Company, the Company provides no assurance that actual results will meet management’s expectations. Risks,uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospectsand opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking informationin this news release includes, but is not limited to, the Company’s intentions regarding its objectives, goals or futureplans and statements. Factors that could cause actual results to differ materially from such forward-looking information include,but are not limited to: the ability to predict and counteract the effects of COVID-19 on the business of the Company, includingbut not limited to the effects of COVID-19 on the price of commodities, capital market conditions, restriction on labour and internationaltravel and supply chains; failure to identify mineral resources; failure to convert estimated mineral resources to reserves; theinability to complete a feasibility study which recommends a production decision; the preliminary nature of metallurgical testresults; risks of not basing a production decision on a feasibility study of mineral reserves demonstrating economic and technicalviability, resulting in increased uncertainty due to multiple technical and economic risks of failure which are associated withthis production decision including, among others, areas that are analyzed in more detail in a feasibility study, such as applyingeconomic analysis to resources and reserves, more detailed metallurgy and a number of specialized studies in areas such as miningand recovery methods, market analysis, and environmental and community impacts and, as a result, there may be an increased uncertaintyof achieving any particular level of recovery of minerals or the cost of such recovery, including increased risks associated withdeveloping a commercially mineable deposit with no guarantee that production will begin as anticipated or at all or that anticipatedproduction costs will be achieved. Failure to commence production would have a material adverse impact on the Company’sability to generate revenue and cash flow to fund operations. Failure to achieve the anticipated production costs would have amaterial adverse impact on the Company’s cash flow and future profitability; delays in obtaining or failures to obtain requiredgovernmental, environmental or other project approvals; political risks; changes in equity markets; uncertainties relating tothe availability and costs of financing needed in the future; the inability of the Company to budget and manage its liquidityin light of the failure to obtain additional financing, including the ability of the Company to complete the payments to the Lessorand the U.S. EPA pursuant to the terms of the agreement to acquire the Bunker Hill Mine Complex; inflation; changes in exchangerates; fluctuations in commodity prices; delays in the development of projects; capital, operating and reclamation costs varyingsignificantly from estimates and the other risks involved in the mineral exploration and development industry; and those risksset out in the Company’s public documents filed on SEDAR. Although the Company believes that the assumptions and factorsused in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed onsuch information, which only applies as of the date of this news release, and no assurance can be given that such events willoccur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-lookinginformation, 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.

CautionaryNote to United States Investors Concerning Estimates of Measured, Indicated and Inferred Resources

Thispress release has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ fromthe requirements of U.S. securities laws. Unless otherwise indicated, all resource and reserve estimates included in this pressrelease have been disclosed in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy, and Petroleum DefinitionStandards on Mineral Resources and Mineral Reserves. NI 43-101 is a rule developed by the Canadian Securities Administrators whichestablishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.Canadian disclosure standards, including NI 43-101, differ significantly from the requirements of the United States Securitiesand Exchange Commission (“SEC”), and resource and reserve information contained in this press release may not be comparableto similar information disclosed by U.S. companies. In particular, and without limiting the generality of the foregoing, the term“resource” does not equate to the term “reserves”. Under U.S. standards, mineralization may not be classifiedas a “reserve” unless the determination has been made that the mineralization could be economically and legally producedor extracted at the time the reserve determination is made. The SEC’s disclosure standards normally do not permit the inclusionof information concerning “measured mineral resources”, “indicated mineral resources” or “inferredmineral resources” or other descriptions of the amount of mineralization in mineral deposits that do not constitute “reserves”by U.S. standards in documents filed with the SEC. Investors are cautioned not to assume that any part or all of mineral depositsin these categories will ever be converted into reserves. U.S. investors should also understand that “inferred mineral resources”have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. Itcannot be assumed that all or any part of an “inferred mineral resource” will ever be upgraded to a higher category.Investors are cautioned not to assume that all or any part of an “inferred mineral resource” exists or is economicallyor legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations;however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SECstandards as in-place tonnage and grade without reference to unit measures. The requirements of NI 43-101 for disclosure of “reserves”are also not the same as those of the SEC, and reserves disclosed by the Company in accordance with NI 43-101 may not qualifyas “reserves” under SEC standards. Accordingly, information concerning mineral deposits contained in our website maynot be comparable with information made public by companies that report in accordance with U.S. standards.