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): September 15, 2025
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.) |
1009McKinley 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<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 8.01 Other Events.
On September 15, 2025, Bunker Hill Mining Corp., a Nevada corporation (the “Company”), issued a press release regarding an update to the previously announced C$45 million “bought deal” private placement of units. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated as of September 15, 2025 |
| 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> September 15, 2025 | By: | /s/ Sam Ash |
| Name: | Sam<br> Ash | |
| Title: | President<br> and CEO |
Exhibit 99.1
BUNKERHILL UPDATES PREVIOUSLY ANNOUNCED C$45 MILLION “BOUGHT DEAL” PRIVATE PLACEMENT OF UNITS TO PROVIDE FOR CANADIAN DOLLAR ANDU.S. DOLLAR DENOMINATED TRANCHES
| ● | 150,000,000 Units at a price per Unit of C$0.12 for gross proceeds of C$18,000,000 |
|---|
| ● | 225,000,000 Units at a price per Unit of US$0.08711 for gross proceeds of US$19,599,750 |
|---|
KELLOGG,IDAHO, USA | VANCOUVER, BRITISH COLUMBIA, CANADA – September 15, 2025 – Bunker Hill Mining Corp. (“BunkerHill” or the “Company”) (TSX-V: BNKR |OTCQB: BHLL) announces today that it has revised the terms of its previously announced “bought deal” private placement financing to provide for Canadian Dollar and United States Dollar denominated tranches consisting of: (i) 150,000,000 units of the Company (the “Units”) at a price per Unit of C$0.12 for gross proceeds of C$18,000,000 (the “CAD Offering”); and (ii) 225,000,000 Units at a price per Unit of US$0.08711 for gross proceeds of US$19,599,750 (the “USD Offering”, and together with the CAD Offering, the “Offering”).
The Offering is being made through a syndicate of underwriters (the “Underwriters”).
The terms of the Offering are otherwise the same as those described in the Company’s news release dated September 5, 2025, entitled “Bunker Hill Announces C$45 Million “Bought Deal” Private Placement of Units.” It is expected that a cornerstone investor will subscribe for the entirety of the USD Offering.
The Offering is expected to close on September 29, 2025, and is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals including the conditional listing approval of the TSX Venture Exchange (“TSXV”).
In consideration of their services, the Company has agreed to pay the Underwriters a cash commission equal to 6.0% of the gross proceeds from the Offering, provided that the cash fee will be 3.0% of the aggregate gross proceeds raised in the Offering from certain purchasers listed on the president’s list (the “President’s List”), and issue that number of non-transferable compensation options (the “Compensation Options”) equal to up to 6.0% of the aggregate number of Units sold under the Offering, provided that the number of Compensation Options will be equal to 3.0% of the aggregate number of Units issued by the Company to certain purchasers on the President’s List. In consideration of their services, the Company may pay certain finders (each, a “Finder”) a cash commission equal to 4.0% of the aggregate gross proceeds raised from certain non-United States subscribers introduced by such Finders to the Company in the Offering, and issue that number of Compensation Options as is equal to 4.0% of the aggregate number of Units sold under the Offering to non-United States subscribers introduced by the Finders. Each Compensation Option is exercisable to acquire one share of common stock of the Company at a price of C$0.12 per share for a period of 24 months from the closing date of the Offering.
The Units have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
The securities to be issued under the Offering will be subject to statutory hold period of four months and one day in accordance with applicable Canadian securities laws and to a minimum concurrent six-month hold period in accordance with applicable U.S. securities laws. Such securities have not been registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with requirements of an applicable exemption therefrom. This news release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
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 TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacyor 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 and Section 21E of the U.S. Securities Exchange Act of1934, 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 describethe Company’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”, “plan”or variations of such words and phrases.
Forward-lookingstatements in this news release include, but are not limited to, statements regarding: the Offering, including the expected closing dateof the Offering; the receipt of all regulatory and stock exchange approvals, including the approval of the TSXV; the Company’sability to secure sufficient project financing to complete the construction of the Bunker Hill Mine and move it to commercial productionin a manner that maximizes shareholder value.
Forward-lookingstatements reflect material expectations and assumptions, including, without limitation, expectations and assumptions relating to: BunkerHill’s ability to receive sufficient project financing for the construction of the Bunker Hill Mine on an acceptable timeline,on acceptable terms, or at all; our ability to service our existing debt and meet the payment obligations thereunder; further drillingand geotechnical work supporting the planned restart and operations at the Bunker Hill Mine; 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 use the net proceeds of the Offering in a manner that will increase the value of stockholders’ investments;the dilution of current stockholders as a result of the consummation of the Offering; Bunker Hill’s ability to operate as a goingconcern and its history of losses; Bunker Hill’s inability to raise additional capital for project activities, including throughequity financings, concentrate offtake financings or otherwise; the fluctuating price of commodities; capital market conditions; restrictionson labor and its effects on international travel and supply chains; failure to identify mineral resources; further geotechnical worknot supporting the continued development of the Bunker Hill Mine or the results described herein; failure to convert estimated mineralresources to reserves; the preliminary nature of metallurgical test results; the Company’s ability to raise sufficient projectfinancing, on acceptable terms or at all, to restart and develop the Bunker Hill Mine and the risks of not basing a production decisionon a feasibility study of mineral reserves demonstrating economic and technical viability, resulting in increased uncertainty due tomultiple technical and economic risks of failure which are associated with this production decision including, among others, areas thatare analyzed in more detail in a feasibility study, such as applying economic analysis to resources and reserves, more detailed metallurgyand a number of specialized studies in areas such as mining and recovery methods, market analysis, and environmental and community impactsand, as a result, there may be an increased uncertainty of achieving any particular level of recovery of minerals or the cost of suchrecovery, including increased risks associated with developing a commercially mineable deposit, with no guarantee that production willbegin as anticipated or at all or that anticipated production costs will be achieved; the Company requiring additional capital expendituresthan anticipated, resulting in delays in the expected restart timeline; failure to commence production would have a material adverseimpact on the Company’s ability to generate revenue and cash flow to fund operations; failure to achieve the anticipated productioncosts would have a material adverse impact on the Company’s cash flow and future profitability; delays in obtaining or failuresto obtain required governmental, environmental or other project approvals; political risks; changes in equity markets; uncertaintiesrelating to the 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 pursuant to theterms 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 otherrisks involved in the mineral exploration and development industry. Although the Company believes that the assumptions and factors usedin preparing the forward-looking statements in this news release are reasonable, undue reliance should not be placed on such statementsor information, which only applies as of the date of this news release, and no assurance can be given that such events will occur inthe disclosed time frames or at all, including as to whether or when the Company will achieve its project finance initiatives, or asto the actual size or terms of those financing initiatives, or whether and when the Company will achieve its operational and constructiontargets. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result ofnew 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).