8-K
Bunker Hill Mining Corp. (BHLL)
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): December 11, 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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
|---|
The board of directors (the “Board”) of Bunker Hill Mining Corp. (the “Company”) approved, and stockholders representing approximately 53.4% of the Company’s outstanding voting power approved by written consent, an increase in the authorized shares of the Company’s common stock, par value US$0.000001 (“Common Stock”), from 2,500,000,000 to 3,500,000,000 (the “Authorized Share Increase”).
On December 11, 2025, the Company filed a Certificate of Amendment to its Second Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada in accordance with Nevada Revised Statutes 78.385 and 78.390 to effect the Authorized Share Increase. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On December 12, 2025, the Company issued a news release regarding the Authorized Share Increase, among other matters. A copy of the news 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 9.01 | Financial Statements and Exhibits. |
|---|
| (d) | Exhibits. |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 3.1 | Certificate of Amendment, effective as of December 11, 2025 |
| 99.1 | Press Release, dated as of December 12, 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> December 12, 2025 | By: | /s/ Sam Ash |
| Name: | Sam<br> Ash | |
| Title: | President<br> and CEO |
Exhibit 3.1
Exhibit99.1
BUNKERHILL COMPLETES THE RANGER PAGE PROJECT ACQUISITION IN IDAHO’S SILVER VALLEY AND PROVIDES CORPORATE UPDATE; ADVANCES EXPLORATIONIN IDAHO LEVERAGING VRIFY’S AI-ENABLED EXPLORATION INTELLIGENCE SOFTWARE
KELLOGG,IDAHO, USA | VANCOUVER, BRITISH COLUMBIA, CANADA – December 12, 2025 – Bunker Hill Mining Corp. (“Bunker Hill” or the “Company”) (TSX-V:BNKR |OTCQB:BHLL) is pleased to announce that further to the news release dated October 27, 2025, the Company and its wholly-owned subsidiary Silver Valley Metals Corp. (“Silver Valley”) has closed its previously announced asset purchase with Silver Dollar Resources (Idaho) Inc., a subsidiary of Silver Dollar Resources Inc. (“Silver Dollar”), which includes the option to acquire up to a 100% interest in the Ranger-Page mineral interests, covering the sites of six past-producing underground high-grade silver-lead-zinc mines located immediately adjacent to and to the west of the Bunker Hill Mine (the “BunkerHill Mine”) in the prolific Silver Valley mining district of Idaho, USA (the “Ranger-Page Project”), and a 75% interest in the Government Gulch property (the “Blackhawk Property”, together with the Ranger-Page Project the “Acquired Properties”).
The acquisition consolidates one of the most historically productive areas of the Coeur d’Alene Mining District under Bunker Hill’s control, increasing the size of the Company’s mineral claim package by approximately 1,205 acres (4.8 km²). The asset acquisition also includes an extensive historical geological database. Contingent on exploration success, this could extend operational life at Bunker Hill, maximize economies of scale, and unlock additional local synergies.
Sam Ash, President and CEO of Bunker Hill, stated: “We are pleased to have completed the Ranger Page transaction, which consolidatesa highly prospective land package adjacent to our existing geological and operational footprint. The project’s historical workings,established access, and favorable structural trends provide a compelling platform for systematic resource definition and future mine-planningoptionality. This acquisition enhances our longer-term development pipeline while we remain fully focused on executing the restart ofBunker Hill and delivering first concentrate production.”
TransactionSummary
Under the terms of the asset purchase agreement (the “Initial Agreement”), Bunker Hill will acquire the Acquired Properties for total consideration of approximately US$2.4M, comprised of 23,333,334 shares of Bunker Hill’s common stock (the “PaymentShares”), subject to the below contractual escrow (the “Contractual Escrow Payment Schedule”).
| Release Date | Payment Shares Release to Vendor<br><br> <br>Parent from Contractual Escrow |
|---|---|
| 6-month<br> anniversary from December 11, 2025 | 2,333,333<br> Payment Shares |
| 9-month<br> anniversary December 11, 2025 | 2,333,333<br> Payment Shares |
| 12-month<br> anniversary of December 11, 2025 | Balance<br> of the Payment Shares (18,666,668 Payment Shares) |
Bunker Hill, Silver Valley, Silver Dollar and Silver Dollar Resources (Idaho) Inc. entered into the First Amending Agreement on November 14, 2025 (the “First Amending Agreement”) and the Second Amending Agreement on November 21, 2025 (the “SecondAmending Agreement”, and together with the First Amending Agreement and the Initial Agreement, the “Agreement”), which clarify that Silver Valley will cause Bunker Hill to release the Payment Shares to Silver Dollar Resources (Idaho) Inc. in accordance with the Contractual Escrow Payment Schedule. The First Amending Agreement further allows Silver Dollar to transfer any portion of the Payment Shares to a limited number of third parties during the period of the contractual escrow, provided that: (i) any such transfer complies with applicable securities laws and the policies of the TSX Venture Exchange (“TSX-V”); (ii) such transfer qualifies for an exemption from any prospectus, registration, or similar filing or qualification requirements under applicable securities laws; and (iii) the Payment Shares so transferred remain subject to the terms and restrictions of the contractual escrow. The Second Amending Agreement also extended Bunker Hill and Silver Valley’s due diligence period to November 28, 2025, and extended the Termination Date (as defined in the Initial Agreement) of the Agreement to December 12, 2025.
The Payment Shares are subject to a six-month and one-day hold period from the date of issuance, and the Contractual Escrow Payment Schedule.
The transaction is arm’s length and no finder’s fee was paid by Bunker Hill in connection with the transaction.
In connection with the transaction, the Company has acquired Silver Dollar’s position under an option agreement with Deadwood Land, LLC (“Deadwood”) and an option agreement with Blackhawk Exploration LLC (“Blackhawk”).
OptionAgreement with Deadwood
Under the Agreement, the Company acquired Silver Dollar’s position as lessee with an option to purchase the mineral interests to certain claims from Deadwood (the “Deadwood Option”). There are no surface rights associated with the Deadwood Option, although the mineral interests to be conveyed are equal to 100% of the mineral interests held by Deadwood with rights to the surface as reasonably necessary to support mining operations. The Deadwood Option allows the parties to negotiate in good faith for the full acquisition of surface rights.
As of the date hereof, the Deadwood Option has not been exercised, and the title of the mineral interests remains with Deadwood. Silver Valley can exercise its rights under the Deadwood Option by payment to the lessor in the amount of $1,500,000 at any time before November 17, 2031.
OptionAgreement with Blackhawk
Pursuant to the Agreement, the Company acquired Silver Dollar’s position in the joint venture and option agreement with Blackhawk (the “BlackhawkOption”). Silver Dollar has already acquired a 75% interest in the Blackhawk Property under the Blackhawk Option, which includes a combination of surface and mineral interests and mineral-only interests. The Company can acquire the remaining 25% interest pursuant to terms to be negotiated between the Company and Blackhawk before December 31, 2025. If the remaining 25% is not acquired, the Company will own the property pursuant to the terms of the joint venture agreement between the Company and Blackhawk (the “Joint Venture”).
NetSmelter Return Royalties
At this time, there are no recorded Net Smelter Return royalties (“NSR”) disclosed as exceptions to the title commitments for the parcels of land governed by the Deadwood Option or the Blackhawk Option.
If the Company does not purchase the remaining 25% interest in the Blackhawk Property pursuant to the Blackhawk Option, then the parties will be subject to the Joint Venture between Silver Valley, with a 75% interest, and Blackhawk, with a 25% interest. If one of the party’s interests in the Blackhawk Properties is reduced to less than 10%, then that party no longer has a participating interest in the Joint Venture but is entitled to a 2% NSR (the “JV NSR”). 1% of the JV NSR may be bought back, by the respective party, for US$1,000,000.
Upon exercise of the Blackhawk Option and pursuant to the obligations in the underlying asset purchase agreement which the Company is acquiring, the Company must issue a .5% NSR on the Blackhawk Property to the underlying vendors, and upon exercise of the Deadwood Option a 1.0% NSR on the Deadwood Property to the underlying vendors (0.5% of which can be bought down at any time by payment of US $500,000).
VRIFYAI-Enabled Exploration Intelligence Software
Bunker Hill further announces that it has partnered with VRIFY Technology Inc**. (“VRIFY”)** to employ its advanced artificial intelligence (“AI”) and associated machine learning technology to enhance the efficiency of ongoing exploration within the expanded Bunker Hill and Ranger-Page Project.
This collaboration marks an important step in Bunker Hill’s commitment to innovation and data-driven discovery. By combining decades of geological expertise with VRIFY’s powerful AI-assisted prospectivity mapping software, DORA, and wider exploration intelligence platform, Bunker Hill will leverage VRIFY’s proprietary software and AI to process extensive geological, geochemical, and geophysical datasets to uncover new patterns, refine exploration targets, and accelerate discovery in the world-class mineral district hosting the Bunker Hill Project and the recently acquired Ranger Page Project. Specifically, VRIFY’s DORA software has already been implemented to ingest and analyze robust project data, including:
| ● | 57,356<br> drill and trench assays |
|---|---|
| ● | 1,689<br> United States Geological Survey (USGS) rock samples |
| ● | 151<br> USGS stream sediment samples |
| ● | 46<br> geophysics layers (including IP, airborne magnetics, and airborne gravity) |
| ● | 12<br> bands of Sentinel 2 imagery |
| ● | 111<br> additional feature-engineered data layers |
| ● | 46<br> stream sediment geochemical layers |
| ● | 18<br> rock geochemical layers |
| ● | 4<br> fault distance and fault disturbance maps |
| ● | 35<br> filter maps (Haralick and ResNet) |
| ● | 6<br> lineament density and complexity maps |
Once combined with augmented layers, this unified technical data stack will provide the foundation for the Company to apply AI, using DORA’s proprietary Data Fusion Models, to meaningfully enhance project understanding.
“IntegratingAI into our exploration toolkit represents an important step forward in our strategy to unlock the full potential of the Bunker HillMine responsibly,” said Sam Ash, President and CEO of Bunker Hill*. “Our partnership with VRIFY allows us to applycutting-edge AI technology to our data-rich projects in globally recognized districts in the Silver Valley. This approach complementsour disciplined exploration methods and strong technical team, positioning Bunker Hill among a select group of explorers pioneering AI-assistedmineral discovery.”*
With discovery rates declining over the past two decades and demand for copper, silver, and other critical minerals rising sharply, the mining industry faces an urgent need for innovation. Bunker Hill’s integration of AI into its exploration process represents a proactive strategy to harness its extensive geological and geophysical datasets, applying advanced algorithms and modules to optimize target prioritization and unlock additional value from its district-scale assets with the goal of accelerating the path from data to discovery.
Steve de Jong, CEO of VRIFY, commented: “DORA, a core product of VRIFY’s Exploration Intelligence Platform, ensures every pieceof project data contributes to identifying areas of high-potential mineralization. What we consistently see is that exploration companiesalready hold tremendous value in their existing datasets; our data-driven software simply helps unlock it. With historic drilling, extensivegeochemical surveys, and district-scale geophysical coverage, Bunker Hill’s projects are ideal candidates for our proprietary DataFusion Models, which surface insights and uncover value that may otherwise remain hidden. By combining deep geological expertise withadvanced software that reveals structural relationships and subtle patterns across massive datasets, we’re uncovering significantpotential in collaboration with the Bunker Hill technical team. We’re excited to partner with Bunker Hill as one of the early adoptersof our Exploration Intelligence Platform and to demonstrate what AI-assisted exploration can deliver.”
Bunker Hill will begin by using VRIFY’s prospectivity mapping software, DORA, to reveal promising new patterns across its extensive dataset while independently validating known mineralized trends. This AI analysis leverages both deposit-specific and custom models to identify correlations between mineralized zones and underlying datasets. Bunker Hill is using these insights to prioritize follow-up work on new, high-potential areas and to refine drill targets for upcoming programs.
Aboutthe Bunker Hill and Ranger Page Projects
At the flagship Bunker Hill Mine, where historical workings extend several thousand feet along strike and down dip within the Upper Revett formation, the VRIFY platform is expected to assist in refining near-mine and depth extensions of both tabular “Bluebird” style zones and steeper galena-quartz veins that have historically supported significant lead, zinc, and silver production. AI-assisted analysis will help prioritize drill targets in areas with limited modern exploration, with the goal of expanding resources to support the planned restart of operations.
At the Ranger-Page Project, a historic top 10 producer in the Silver Valley with past output of high-grade silver, lead, and zinc from six historic mines, VRIFY will be used to evaluate high-potential target areas along the Page vein system and associated structures that remain open at depth and along strike. The platform will also help interpret ground geophysics, soil geochemistry, and trenching results that have identified multiple targets away from historic workings, providing a systematic framework for ranking and sequencing future exploration programs.
By applying VRIFY’s AI-assisted workflows across a now-contiguous land position exceeding 6,200 acres, Bunker Hill aims to maximize the exploration potential of one of the most significant and most prospective holdings in the Silver Valley, while creating synergies for future mine planning and access between Bunker Hill and the Ranger-Page Project. The Company expects this integrated approach to accelerate target generation, improve drill efficiency, and support long-term optionality for additional mill feed and resource growth beyond the current restart plan.
CorporateActivities
Bunker Hill announced that its board of directors has approved an increase in the Company’s authorized shares of common stock (the “AuthorizedShare Increase”).
The Company’s board of directors and stockholders, representing 53.36% of the Company’s outstanding voting power, approved an amendment to the Company’s articles of incorporation reflecting the Authorized Share Increase. There were no votes against, abstentions, or broker non-votes as the actions were approved by written consent. The Authorized Share Increase has been approved by the TSX-V.
The Authorized Share Increase will increase the authorized shares of common stock of the Company from 2,500,000,000 to 3,500,000,000. The Authorized Share Increase will provide the Company with greater flexibility for future issuances of common stock.
AboutBunker 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.
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-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for theadequacy 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; the achievement of future short-term, medium-term and long-termoperational strategies; use and the expected benefits derived from the historical geological database obtained in the acquisition, includingpotential extension of operational life at Bunker Hill, efficiencies derived from economies of scale and availability of local synergies;whether indicated grade and other qualities of certain minerals remain open at depth and along strike; any benefits derived from theRanger-Page Project’s existing underground workings and surface access points, including relating to future mine planning, ventilationand exploration access to deeper levels of the Bunker Hill Mine system; timing of operations at the Bunker Hill Mine; potential for futureproduction at the Bunker Hill Mine; any enhancements to upside optionality for future resource expansion and mill feed sources; benefitsto the local community including job creation and stimulation of procurement from regional suppliers; payments and timing of paymentsrelating to the contractual escrow under the Agreement for the Acquired Properties; and the Authorized Share Increase providing the Companywith greater flexibility for future issuances of common stock.
Factorsthat could cause actual results to differ materially from such forward-looking statements include, but are not limited to, those risksand uncertainties identified in public filings made by Bunker Hill with the SEC and with applicable Canadian securities regulatory authorities,and the following: the Company’s ability to raise additional capital for project activities on acceptable terms or at all; BunkerHill’s ability to operate as a going concern and its history of losses; failure to obtain TSX-V approval; the fluctuating priceof commodities; capital market conditions; restrictions on labor and its effects on international travel and supply chains; failure toidentify mineral resources; failure to convert estimated mineral resources to reserves; the preliminary nature of metallurgical testresults; the Company’s ability to restart and develop the Bunker Hill Mine and the risks of not basing a production decision ona feasibility study of mineral reserves demonstrating economic and technical viability, resulting in increased uncertainty due to multipletechnical and economic risks of failure which are associated with this production decision including, among others, areas that are analyzedin more detail in a feasibility study, such as applying economic analysis to resources and reserves, more detailed metallurgy and a numberof specialized studies in areas such as mining and recovery methods, market analysis, and environmental and community impacts and, asa 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 asanticipated or at all or that anticipated production costs will be achieved; 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 itsproject finance initiatives, or as to the actual size or terms of those financing initiatives. The Company disclaims any intentionor 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 theinformation 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 information form or annualreport and may be accessed through the SEDAR+ website (www.sedarplus.ca) or through EDGAR on the SEC website (www.sec.gov),respectively.