UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On May 21, 2025, Bunker Hill Mining Corp., a Nevada corporation (the “Company”), and Teck Resources Limited (“Teck”) amended and restated the unsecured promissory note previously provided by Teck in order to increase the maximum aggregate principal amount thereunder from $3.4 million to $4.4 million (as amended and restated, the “Note”). The Note bears interest at a rate of 12% per annum, with such interest being capitalized and added to the principal amount outstanding monthly under the Note. The Note is available in multiple advances, at the discretion of Teck, and is payable by the Company in cash on demand from Teck.
The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Note, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On March 22, 2025, the Company issued a press release regarding the Note. 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 | |
| 10.1‡ | Form of Amended and Restated Demand Promissory Note, dated as of May 21, 2025, issued by Bunker Hill Mining Corp. to the order of Teck Resources Limited | |
| 99.1 | Press Release, dated as of March 22, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| ‡ | Certain schedules or similar attachments to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish supplementally to the Securities and Exchange Commission upon request a copy of any omitted schedule or attachment to this exhibit. |
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: May 27, 2025 | By: | /s/ Sam Ash |
| Name: | Sam Ash | |
| Title: | President and CEO | |
Exhibit 10.1
EXECUTION VERSION
AMENDED
AND RESTATED
DEMAND PROMISSORY NOTE
| PRINCIPAL AMOUNT: | REFER TO GRID (BUT NOT GREATER THAN US$4,400,000) | |
| DATE OF ISSUE: | May 21, 2025 |
FOR VALUE RECEIVED the undersigned, BUNKER HILL MINING CORP. (the “Debtor”), acknowledges itself indebted to and unconditionally promises to pay, ON DEMAND, to or to the order of TECK RESOURCES LIMITED (the “Creditor”), THE AGGREGATE UNPAID PRINCIPAL AMOUNT RECORDED ON THE GRID ATTACHED AS SCHEDULE “A” HERETO, UP TO A MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF US$4,400,000 (the “Principal Amount”) in lawful money of United States of America, together with accrued interest as set out herein, in accordance with the terms hereof:
| 1. | The Principal Amount hereof outstanding from time to time shall bear interest (“Interest”) equal to 12% per annum. Interest on the Principal Amount shall be capitalized, that is, the Principal Amount shall be increased by the amount of such accrued interest thereon (and such increased Principal Amount shall continue to accrue interest), in arrears on the first business day of each month, calculated and compounded monthly, on the basis of the actual number of days elapsed. |
| 2. | The outstanding Principal Amount, together with any accrued and unpaid Interest owing under this Promissory Note shall be due and payable by the Debtor to the Creditor upon written demand by the Creditor; provided that such amounts shall be automatically due and payable upon: |
| (a) | an involuntary proceeding being commenced or an involuntary petition being filed in a court of competent jurisdiction seeking (i) relief in respect of the Debtor, or of a substantial part of the property or assets of the Debtor, under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the United States Bankruptcy Code or any similar federal, provincial, state, local or foreign bankruptcy or insolvency laws (together, “Insolvency Laws”), (ii) the appointment of a receiver, interim receiver, receiver and manager, trustee, custodian, sequestrator, conservator or similar official for the Debtor or for a substantial part of the property or assets of the Debtor, (iii) the winding up or liquidation of the Debtor or (iv) to adjudge the Debtor a bankrupt or insolvent under any Insolvency Law; or | |
| (b) | the Debtor (i) voluntarily commencing any proceeding or file any petition seeking relief under any Insolvency Law, (ii) consenting to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in paragraph (a) above, (iii) applying for or consent to the appointment of a receiver, interim receiver, receiver and manager, trustee, custodian, sequestrator, conservator or similar official for the Debtor, (iv) filing an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) making a general assignment for the benefit of creditors, (vi) becoming unable, admitting in writing its inability or failing generally to pay its debts as they become due or (vii) taking any action for the purpose of effecting any of the foregoing; |
| 3. | The Debtor shall have the privilege of paying or prepaying the whole or any part of the Principal Amount outstanding hereunder, including any accrued and unpaid interest thereon, at any time and from time to time without notice, bonus or penalty. |
| 4. | Payment hereunder shall be made to the Creditor at any address as the Creditor may direct in writing. Any notice to the Debtor in connection with this Promissory Note shall be well and sufficiently given if sent by prepaid registered mail to or delivered to the Debtor at the address noted on the signature page hereto, or to such other address as Debtor may from time to time designate in writing to the Creditor. Any such notice shall be deemed to have been given if delivered, when delivered, and if mailed, on the third business day following that on which it was mailed. |
| 5. | The Creditor is hereby unconditionally, absolutely and irrevocably authorized and directed by the Debtor to endorse on the grid attached hereto as Schedule “A” the dates and amounts of all advances and repayments of Principal Amount and the unpaid principal balance thereof, under each advance made by the Creditor. The aggregate unpaid principal balance for each advance, as applicable, shown on Schedule “A” hereto and recorded in United States dollars, in the absence of manifest error, shall be prima facie evidence of the Principal Amount owing and unpaid on this Promissory Note. |
| 6. | The Debtor hereby waives demand and presentment, protest and notice of maturity, non-payment or protest and any other requirements necessary to hold the Debtor liable as maker of this Promissory Note. |
| 7. | The Debtor hereby waives and renounces all rights of set-off, at law or in equity, that the Debtor may have against the Creditor. |
| 8. | This Promissory Note shall enure to the benefit of the Creditor and its successors and assigns and shall be binding upon the Debtor and its successors and permitted assigns. This Promissory Note shall not be assigned by the Debtor without the prior written consent of the Debtor. |
| 9. | This Promissory Note shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and the Debtor hereby irrevocably attorns to the non-exclusive jurisdiction of the Supreme Court of British Columbia. |
| 10. | This Promissory Note amends, restates, supersedes, and replaces, in its entirety, but without novation, the demand promissory note dated March 21, 2025 granted by Bunker Hill Mining Corp. to Teck Resources Limited. |
| 11. | This Promissory Note may be executed by any electronic manner of execution and may be delivered by way of any electronic manner of transmission. |
[Signature page follows]
| -2- |
DATED as of the date first written above.
| BUNKER HILL MINING CORP. | ||
| Per: | ||
| Name: | ||
| Title: | ||
| Address: | 300-1055 West Hastings Street | |
| Vancouver, British Columbia | ||
| V6E 2E9 |
Signature page to Amended and Restated Demand Promissory Note
GRID - SCHEDULE “A”
Exhibit 99.1

Bunker Hill Announces Increase to the Previously Announced Promissory Note to Ensure Sufficient Liquidity as it Continues Toward Closing its Private Placements and Major Capital Restructuring
KELLOGG, IDAHO, USA | VANCOUVER, BRITISH COLUMBIA, CANADA – May 22, 2025 – Bunker Hill Mining Corp. (“Bunker Hill” or the “Company”) (TSX-V: BNKR |OTCQB: BHLL) is pleased to announce that the Company and Teck Resources Limited (“Teck”) have agreed to amend and restate the unsecured promissory note previously provided by Teck to increase the maximum aggregate principal amount thereunder from US$3.4 million to US$4.4 million (as amended and restated, the “Promissory Note”). The Promissory Note ensures sufficient short-term funding until the previously announced brokered and non-brokered private placements close, and bears interest at a rate of 12% per annum, with such interest being capitalized and added to the principal amount outstanding monthly under the Promissory Note. The Promissory Note is available in multiple advances, at the discretion of Teck, and is payable by the Company in cash on demand from Teck. No bonus securities of the Company will be issued to Teck in connection with the Promissory Note, nor is the Promissory Note convertible into securities of the Company.
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 Mining Corp. aims to maximize shareholder value while responsibly harnessing the mineral wealth in the Silver Valley mining district by concentrating 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
Cautionary Statements
Neither the TSX Venture Exchange (“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 Securities Act 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, the expectation that the Promissory Note will provide sufficient short-term funding and the closing of brokered and non-brokered private placements. Forward-looking statements reflect material expectations and assumptions, including, without limitation, expectations and assumptions relating to: Bunker Hill’s ability to close the private placements and ongoing capital restructuring and to receive sufficient project financing for the restart and development of the Project on an acceptable timeline, on acceptable terms, or at all; our ability to service our existing debt and meet the payment obligations thereunder, including following the restructuring transactions, if completed; further drilling and geotechnical work supporting the planned restart and operations at the Bunker Hill Zinc-Silver-Lead Mine (the “Project”); the future price of metals; and the stability of the financial and capital markets. 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: Bunker Hill’s ability to operate as a going concern and its history of losses; Bunker Hill’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; further geotechnical work not supporting the continued development of the Project or the results described herein; failure to convert estimated mineral resources to reserves; the preliminary nature of metallurgical test results; the Company’s ability to raise sufficient project financing, on acceptable terms or at all, to restart and develop the Project 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; the Company requiring additional capital expenditures than anticipated, resulting in delays in the expected restart timeline; 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 Project 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, or whether and when the Company will achieve its operational and construction targets. 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).