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): November 17, 2022
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.) |
82Richmond Street East, Toronto, Ontario, Canada M5C 1P1
(Address of Principal Executive Offices) (Zip Code)
416-477-7771
(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. ☐
Item5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 29, 2022, the stockholders of Bunker Hill Mining Corp. (the “Company”) approved an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation (the “Charter”), which was made effective on November 17, 2022 with the filing of the Amendment with the Secretary of State of Nevada. Article Fourth was amended, now stating that the total number of shares of capital stock which the Company has the authority to issue is 1,560,000,000, divided into two classes with 1,500,000,000 shares designated as common stock of par value $0.000001 per share, and 10,000,000 shares designated as preferred stock of par value $0.000001 per share.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated her
Item9.01 Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit Number | Description |
|---|---|
| 3.1 | Certificate of Amendment to the Restated Certificate of Incorporation of Bunker Hill Mining Corp., dated November 17, 2022 |
| 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.
Dated: November 18, 2022
| BUNKER HILL MINING CORP. | |
|---|---|
| By: | /s/ Sam Ash |
| Name: | Sam<br> Ash |
| Title: | President<br> and CEO |
Exhibit3.1
