Form S-1 Bunker Hill Mining Corp.


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  UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C.

20549  

FORM S-1   REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933   BUNKER HILL MINING CORP.

(Exact name of registrant as specified in its charter)   NEVADA

(Jurisdiction of incorporation or organization)  

1041   32-0196442

(Primary Standard Industrial Classification Code Number)

 

(I.R.S.

Employer Identification Number)

  82 Richmond Street East, Toronto, Ontario, Canada M5C 1P1

(Address of principal business offices)   416-477-7771

(Registrant’s telephone number, including area code)   J.P.

Galda c/o J.P. Galda & Co., 40 E.

Lancaster Avenue LTW 22, Ardmore, PA 19003 (Name, address of agent for service)  

Copies of Communications to: J.P. Galda & Co.

Attn: J.P. Galda, Esq. 40 East Montgomery Avenue LTW 220

Ardmore, PA 19003 Tel: (215) 815-1534 Email: [email protected]

  Approximate date of commencement of proposed sale of the securities to the public: From time to time commencing as soon as possible after the registration statement becomes effective.  

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ?   If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ?

  If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ?  

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ?   CALCULATION OF REGISTRATION FEE

 

Title of each class of securities to be registered   Amount to be registered    

Proposed
maximum
offering
price per share(2)

   

Proposed maximum aggregate offering price(2)

    Amount of registration fee(2)  
Common stock, without par value     40,690,160  (1)   £ .1962     £ 7,983,409     £ 740.02  

 

(1) Represents additional shares that may be resold by the selling shareholders named herein under “Selling Securityholders” which were issued in private placements subsequent to December 2020 (the “Newly Registered Securities”). In the event of stock splits, stock dividends or similar transactions involving the Common Shares, the number of Common Shares registered shall, unless otherwise expressly provided, automatically be deemed to cover the additional securities to be offered or issued pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).  

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended, on the basis of the average of the high and low price reported on November 19, 2021 on the OTC QB for the common stock, par value £0.0001 per share, of the Registrant.   Pursuant to Rule 429(a) of the Securities Act, the prospectus included in this registration statement is a combined prospectus relating to the Newly Registered Securities and common shares that were issued in private placements prior to December 28, 2020 (the “Previously Registered Shares”).

Pursuant to Rule 429(b), this registration statement, upon effectiveness, also constitutes a post-effective amendment to the registrant’s Registration Statement on Form S-1, File No.

333-249682, initially filed on October 27, 2020 and declared effective on December 28, 2020 (the “Prior Registration Statement”), which post-effective amendment shall hereafter become effective concurrently with the effectiveness of this registration statement and in accordance with Section 8(c) of the Securities Act.   THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

     

The information in this prospectus is not complete and may be changed. The selling shareholders named herein may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

  Subject to Completion, Dated November 22, 2021  

PRELIMINARY PROSPECTUS   PROSPECTUS

  BUNKER HILL MINING CORP.  

11,462,229 Common Shares 99,017,713 Common Share Issuable Pursuant to Common Share Purchase Warrants  

This prospectus (this “Prospectus”) relates to the resale of common shares in the capital of Bunker Hill Mining Corp. (“we”, “our” or the “Company”) (“Common Shares”) and Common Shares issuable upon exercise of Common Share purchase warrants (the “Warrants”) held by selling shareholders which were issued by the Company in previous private placement transactions by the selling security holders named herein under “Selling Shareholders and Certain Beneficial Owners” (the “Selling Shareholders”). We will not receive any proceeds from the resale of these Common Shares, although we may receive proceeds from the exercise of the warrants.  

The selling shareholders may offer all or part of the Common Shares for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. The Company is paying for all registration, listing and qualification fees, printing fees and legal fees.  

Our Common Shares are quoted on the OTC QB under the ticker symbol “BHLL.” On November 19, 2021, the closing price of our Common Shares was U.S. £.1974 per Common Share.   We are a “smaller reporting company” as defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements.

The purchase of the securities offered through this Prospectus involves a high degree of risk. See section entitled “Risk Factors” starting on page 12.  

NEITHER THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.  

Dated: ?, 2021    

TABLE OF CONTENTS    

  ABOUT THIS PROSPECTUS  

This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC”) pursuant to which the selling stockholder named herein may, from time to time, offer and sell or otherwise dispose of the shares of our common stock covered by this prospectus. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or shares of common stock are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus, including the documents incorporated by reference therein, in making your investment decision.

You should also read and consider the information in the documents to which we have referred you under “Where You Can Find Additional Information” and “Information Incorporated by Reference” in this prospectus.   We have not authorized anyone to give any information or to make any representation to you other than those contained or incorporated by reference in this prospectus.

You must not rely upon any information or representation not contained or incorporated by reference in this prospectus. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of our shares of common stock other than the shares of our common stock covered hereby, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about, and to observe, any restrictions as to the offering and the distribution of this prospectus applicable to those jurisdictions.

  PROSPECTUS SUMMARY  

This summary description about us and our business highlights selected information contained elsewhere in this prospectus or incorporated by reference into this prospectus. It does not contain all the information you should consider before investing in our securities. Important information is incorporated by reference into this prospectus.

To understand this offering fully, you should read carefully the entire prospectus, including “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,” together with the additional information described under “Information Incorporated by Reference.” Unless the context indicates or suggests otherwise, references to “we,” “our,” “us,” the “Company,” or the “Registrant” refer to Bunker Hill Mining Corp., a Nevada corporation. References to “£” refer to monetary amounts expressed in U.S. dollars. All references to “C£” refer to monetary amounts expressed in Canadian dollars.

  Note Regarding Financial Statements  

On February 12, 2021, the Company’s Board of Directors (the “Board”) approved a change in our fiscal year end from the last day of June to a calendar fiscal year ending on the last day of December of each year, effective January 1, 2021. In this report, references to “fiscal year” refer to years ending June 30. References in this report to the “transition period” refer to the six-month period ended December 31, 2020.

  Our Business  

Corporate Information   The Company was incorporated for the purpose of engaging in mineral exploration and development activities.

The Company’s sole focus is the Bunker Hill mine (the “Mine”), as described below.   Corporate History

  The Company was incorporated under the laws of the State of Nevada, U.S.A, on February 20, 2007 under the name Lincoln Mining Corp. On February 11, 2010, the Company changed its name to Liberty Silver Corp and subsequently, on September 29, 2017, the Company changed its name to Bunker Hill Mining Corp.

The Company’s registered office is located at 1802 N. Carson Street, Suite 212, Carson City, Nevada 89701, and its head office is located at 82 Richmond Street East, Toronto, Ontario, Canada, M5C 1P1, and its telephone number is 416-477-7771. The Company’s website is www.bunkerhillmining.com.

Information appearing on the website is not incorporated by reference into this report.   On August 28, 2017, the Company announced that it signed a definitive agreement with Placer Mining Corporation (“Placer Mining”), the current owner of the Mine, for the lease and option to purchase the Mine in Idaho (the “Lease and Option Agreement”).

  The Mine remains the largest single producing mine by tonnage in the Coeur d’Alene lead, zinc and silver mining district in Northern Idaho. Historically and according to the Bunker Hill Mines Annual Report 1980, the Mine produced over 35,000,000 tonnes of ore grading on average 8.76% lead, 3.67% zinc, and 155 g/t silver.

The Mine is the Company’s only focus, with a view to raising capital to rehabilitate the mine and put it back into production.   On November 1, 2019, the Lease and Option Agreement was amended (the “Amended Agreement”).

Under the terms of the Amended Agreement, the Company has an option to purchase the marketable assets of the Mine for a purchase price of £11,000,000 at any time prior to the expiration of the Amended Agreement, payable £6,200,000 in cash, and £4,800,000 in unregistered Common Shares of the Company (calculated using the market price at the time of exercise of the purchase option). Upon signing the Amended Agreement, the Company paid a one-time, non-refundable cash payment of £300,000 to Placer Mining. This payment will be applied to the cash portion of the purchase price upon execution of the purchase option.

In the event the Company elects not to exercise the purchase option, the payment shall be treated as an additional care and maintenance payment. An additional term of the Amended Agreement provides for the elimination of all royalty payments that were to be paid to Placer Mining.  

Under the terms of the Amended Agreement, during the term of the lease, the Company must make care and maintenance payments in the amount of £60,000 monthly plus other expenses, i.e. taxes, utilities and mine rescue payments.   On July 27, 2020, the Company announced that it secured, for a £150,000 cash payment, a further extension to the Lease and Option, Amended and Extension Agreements to purchase the Mine from Placer Mining (the “Second Extension”).

The Second Extension is for a further 18 months and is in addition to the 6-month extension. This Second Extension expires on August 1, 2022. This Second Extension provides the Company with more time to invest the proceeds of the ongoing financing in ways that compile and digitize fully over 95 years of historical and geological data, verify the historical reserves, and explore the high-grade silver targets within the Mine complex.

    On November 20, 2020 the Company successfully renegotiated the Amended Agreement.

Under the new terms, the purchase price has been decreased from £11,000,000 to £7,700,000, with £5,700,000 payable in cash (with an aggregate of £300,000 to be credited toward the purchase price of the Mine as having been previously paid by the Company and an aggregate of £5,400,000 payable in cash outstanding) and £2,000,000 in Common Shares of the Company. The reference price for the payment in Common 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 £60,000 to the Lessor in return for on-going technical support to the Company.

Under this amendment to the Amended Agreement, the Company’s contingent obligation to settle £1,787,300 of accrued payments due to the Lessor has been waived. Further, under the amendment to the Amended Agreement, the Company is to make an advance payment of £2,000,000 to Placer Mining, which shall be credited toward the purchase price of the Mine when the Company elects to exercise its purchase right. In the event that the Company irrevocably elects not to exercise its purchase right, the advance payment of £2,000,000 will be repaid to the Company within twelve months from the date of such election.

The Company made this advance payment, which had the effect of decreasing the remaining amount payable to purchase the Mine to an aggregate of £3,400,000 payable in cash and £2,000,000 in Common Shares of the Company.   As a part of the purchase price, the Amended Agreement also requires payments pursuant to an agreement with the U.S.

Environmental Protection Agency (“EPA”) whereby for so long as the Company leases, owns and/or occupies the Mine, the Company will make payments to the EPA on behalf of Placer Mining in satisfaction of the EPA’s claim for cost recovery. These payments, if all are made, will total £20,000,000. The agreement calls for payments starting with £1,000,000 30 days after a fully ratified agreement was signed (which payment was made) followed by £2,000,000 on November 1, 2018 and £3,000,000 on each of the next 5 anniversaries with a final £2,000,000 payment on November 1, 2024.

In addition to these payments, the Company is to make semi-annual payments of £480,000 on June 1 and December 1 of each year, to cover the EPA’s estimated costs of maintaining and treating water at the water treatment facility with a true-up to be paid by the Company once the actual costs are determined. The November 1, 2018, December 1, 2018, June 1, 2019, November 1, 2019 and November 1, 2020 payments, totaling £8,960,000, were not made, and concurrent with discussions concerning the long-term water management solutions the Company is having discussions with the EPA in an effort to reschedule these payments in ways that enable the sustainable operation of the Mine as a viable long-term business.  

Management believes the Amended Agreement will provide the Company time to complete exploratory drilling, engineering studies, produce a mine plan and raise the money needed to move forward. Management continues to push forward and advance the timeline to realizing shareholder value.  

The Company believes that there are numerous exploration targets of opportunity left in the Mine from surface, in parallel to known and mined mineralization and at depth, below existing workings. In addition to the zinc-rich zones, these also include high-grade lead-silver veins which are currently the primary focus of the Company’s exploration programs.  

Recent Developments   Board and Officer Appointments

  On March 27, 2020, the Company appointed Mr. Richard Williams to the Company’s Board and as Executive Chairman of the Company.

  On April 14, 2020, Mr. Sam Ash was appointed as President and CEO of the Company to replace in this position Mr.

John Ryan. Mr. Ryan continued to serve the Company as a non-executive member of the Board until his resignation on November 2, 2020.

  On October 30, 2020, the Company appointed Ms. Pamela Saxton to serve as an independent director, and Chair of the Audit Committee, replacing Hugh Aird.

  On November 2, 2020, the Company appointed Ms. Cassandra Joseph to the Board as an independent director, and Chair of the new Governance Committee, replacing John Ryan who retired from the Board after serving since 2016.

    Effective as of January 12, 2021, the Board appointed Mr.

David Wiens to the role of Chief Financial Officer and Corporate Secretary of the Company, replacing Mr. Wayne Parsons, who continues to serve on the Board.  

Financing Transactions   On April 24, 2020, the Company extended the demand date of a promissory note payable to August 1, 2020.

In consideration, the Company issued 400,000 Common Share purchase warrants to the lender at an exercise price of C£0.50. The Common Share purchase warrants expire on November 13, 2021.  

On May 12, 2020, the Company issued 107,143 Common Shares at a price of £0.56 per Common Share (the “May £0.56 Issuance”), pursuant to the terms of a private placement of Common Shares at £0.56 per Common Share. The previous tranche closed on February 26, 2020. The May £0.56 Issuance was made in consultation with the Canadian Securities Exchange (“CSE”).

Additionally, the Company issued two promissory notes. The first promissory note was in the amount of £362,650 (C£500,000), net of £89,190 of debt issue costs (the “First Note”). The First Note bears no interest and is due on demand 90 days after the issue date.

Subsequent to June 30, 2020, the balance of the First Note was repaid in full. The second promissory note was in the amount of £141,704 (C£200,000), net of £35,676 of debt issue costs (the “Second Note”). The Second Note bears no interest and is due on demand 90 days after the issue date.

The Second Note was settled in full by shares issued subsequent to June 30, 2020.   On June 30, 2020, the Company issued a promissory note in the amount of £75,000 (C£103,988).

The note bears no interest and is due on demand. The promissory note was repaid in full subsequent to June 30, 2020.  

On June 30, 2020, the Company issued a promissory note in the amount of £75,000 (C£103,988) to a director of the Company. The note bears no interest and is due on demand. The promissory note was repaid in full subsequent to June 30, 2020

  In addition, the Company entered into a loan agreement with an arm’s length third party for an unsecured loan facility of £1,200,000 (the “Loan”) due August 31, 2020. As consideration for the Loan, the Company agreed to pay the lender a one-time origination fee of £360,000.

The purpose of the Loan is to provide the Company with working capital pending the completion of an equity financing. In addition, the Company announced that it has entered into an extension agreement with Placer Mining to extend the Lease and Option and Amended Agreements for the Mine (the “Extension”) for an additional six-month term subject to the same terms and conditions of the Lease. The term of the Extension began on August 2, 2020 and will expire on February 1, 2021.

In connection with the Extension, a one-time payment of £60,000 was paid to Placer Mining.   On August 14, 2020, the Company closed the first tranche of the brokered private placement of units of the Company (the “August 2020 Offering”), issuing 35,212,142 units of the Company (the “August 2020 Units”) at C£0.35 per August 2020 Unit for gross proceeds of C£12,324,250.

Each August 2020 Unit consisted of one Common Share and one Common Share purchase warrant of the Company (“August 2020 Warrant”). Each August 2020 Warrant is exercisable into a Common Share of the Company at C£0.50 per August 2020 Warrant until August 31, 2023. In connection with the first tranche of the August 2020 Offering, the Company paid cash compensation of C£739,455 and issued 2,112,729 compensation options (the “August 2020 Compensation Options”).

Each August 2020 Compensation Option is exercisable into one August 2020 Unit until August 31, 2023.   On August 25, 2020, the Company closed the second tranche of the August 2020 Offering, issuing 20,866,292 August 2020 Units at C£0.35 per August 2020 Unit for gross proceeds of C£7,303,202.

In connection with the second tranche of the August 2020 Offering, the Company paid cash compensation of C£314,512 and issued 1,127,178 August 2020 Compensation Options. The Company also issued 2,205,714 August 2020 Units to settle C£772,000 of debt. The registration statement of which this report is a part was filed by the Company as a result of an agreement with the placement agents in the August 2020 Offering.

  On October 9, 2020, the Company issued 5,572,980 shares at a deemed price of C£0.50 based on the fair value of the share issued to settle £1,600,000 of convertible loan payable and £500,000 of interest payable. As a result, the Company recorded a loss on debt settlement of £106,113.

    On December 28, 2020, the Company announced that early-stage strategic investors have entered into voluntary lock up agreements pursuant to which they will not sell, transfer or pledge any of the Company shares acquired in the 2019 recapitalization.

This represents approximately 35 million shares or 24.5% of the issued share capital of the Company. The lock-up includes shares held by Hummingbird Resources PLC (“Hummingbird”) as well as management and advisors and is in effect until December 31, 2021. In addition, the term of the Common Share purchase warrants issued with the 2019 recapitalization has been amended to December 31, 2025, and the exercise price has been amended from C£0.25 to C£0.59.

  On February 24, 2021, the Company closed a non-brokered private placement of 19,994,080 Units of the Company at £0.40 per Unit for gross proceeds of approximately C£8,000,000. Each Unit consists of one Common Share of the Company and one Common Share purchase warrant.

Each whole warrant entitles the holder to acquire one Common Share of the Company at a price of C£0.60 per Common Share for a period of five years. Pursuant to the offering, certain directors and officers of the Company acquired 626,580 Units. This issuance of such Units in connection with the offering was considered a “related party transaction” as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).

  On September 23, 2021, the Company announced that it entered into a loan of £2,500,000 to support near-term working capital requirements, and also to purchase a land parcel contiguous to the Mine for approximately £200,000. The purchased land will be available as security on the loan.

The loan has a maturity date of the earlier of March 15, 2022, or the date at which more than US£10,000,000 of equity in the Company is raised in aggregate, beginning September 22, 2021. Interest on the outstanding principal balance shall accrue daily and be calculated, in arrears, at the rate of 15% per annum and payable at maturity. There are no other fees or costs payable in relation to the Loan, which may also be repaid at any time prior to maturity without penalty.

  Bunker Hill Mine Restart Developments  

Since March 2020, the Company has been working systematically to validate in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) standards up to 9 million tons of primarily zinc ore contained within the UTZ, Quill and Newgard Ore Bodies. This work was conducted between April and July 2020, and involved over 9,000 feet of drilling from Underground and extensive sampling from the many open stopes above the water-level. These zones could provide the majority of the early feed if the Company were to achieve a restart of the Mine.

  On September 28, 2020, the Company announced its maiden mineral resources estimate consisting of a total of 8.9 million tons in the Inferred category, containing 11 million ounces of silver, 880 million pounds of zinc, and 410 million pounds of lead, which represented the result of the Company’s extensive drilling and sampling efforts conducted between April and July 2020.  

On November 12, 2020, the Company announced the launch of a Preliminary Economic Assessment (“PEA”) to assess the potential for a rapid restart of the Mine for minimal capital by focusing on the de-watered upper areas of the Mine, utilizing existing infrastructure, and based on truck haulage and toll milling methods.   On January 26, 2021, the Company reported continued progress towards completing the previously announced PEA, and further detail regarding the potential parameters of the restart, including: i) low up-front capital costs through utilization of existing infrastructure, potentially enabling a rapid production restart; ii) a staged approach to mining, potentially supporting a long-life operation; iii) underground processing and tailings deposition with potential for high recovery rates; iv) development of a sustainable operation with minimal environmental footprint; and v) potential increase in the existing resource base.

  To support the Company’s strategy of targeting a rapid production restart as outlined above, development drilling subsequent to November 2020 focused on targets in the upper levels of the Mine located in close proximity to existing infrastructure, aimed at expanding the resource base for the PEA.  

On March 19, 2021, the Company announced a mineral resource estimate (the “Mineral Resource Estimate” or “MRE”) consisting of a total of: 4.4 million tons in the Indicated category, containing 3.0 million ounces of silver, 487 million pounds of zinc, and 176 million pounds of lead; 5.6 million tons in the Inferred category, containing 8.3 million ounces of silver, 548 million pounds of zinc, and 312 million pounds of lead.    

On April 20, 2021, the Company announced the results of its PEA for the Mine. The PEA contemplates a £42 million initial capital cost (including 20% contingency) to rapidly restart the Mine, generating approximately £20 million of annual average free cash flow over a 10-year mine life, and producing over 550 million pounds of zinc, 290 million pounds of lead, and 7 million ounces of silver at all-in sustaining costs of £0.65 per payable pound of zinc (net of by-products). The PEA contemplates a low environmental footprint, long-term water management solution, and significant positive economic impact for the Shoshone County, Idaho community.

The PEA is based on the Mineral Resource Estimate described above and published on May 3, 2021, following the drilling program conducted in 2020 and early 2021 to validate the historical reserves. The PEA includes a mining inventory of 5.5Mt, which represents a portion of the 4.4Mt Indicated mineral resource and 5.6Mt Inferred mineral resource that comprise the Mineral Resource Estimate. The PEA is preliminary in nature and includes Inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves.

There is no certainty that the project described in the PEA will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability.  

On May 3, 2021, the Company filed a technical report with further detail regarding the MRE entitled “Technical Report for the Bunker Hill Mine, Coeur d’Alene Mining District, Shoshone County, Idaho, USA” with an effective date of March 22, 2021. This technical report was prepared in accordance with the requirements of subpart 1300 of Regulation S-K (the “SEC Mining Modernization Rules”) and Canadian National Instrument 43-101 — Standards of Disclosure for Mineral Projects (“NI 43-101”).  

On June 4, 2021, the Company filed a technical report entitled “Technical Report And Preliminary Economic Assessment For Underground Milling And Concentration Of Lead, Silver And Zinc At The Bunker Hill Mine, Bunker Hill Mine, Coeur d’Alene Mining District, Shoshone County, Idaho, USA” in support of the PEA that it announced on April 20, 2021 (as described above). This technical report was prepared in accordance with the requirements of the SEC Mining Modernization Rules and NI 43-101  

On September 20, 2021, the Company announced the results of an updated PEA for the Mine. The updated PEA contemplates a £44 million initial capital cost (including 20% contingency) to rapidly restart the Mine, generating approximately £25 million of annual average free cash flow over an 11-year mine life, and producing over 590 million pounds of zinc, 320 million pounds of lead, and 8 million ounces of silver at all-in sustaining costs of £0.47 per payable pound of zinc (net of by-products). As with the PEA published on June 4, 2021, the updated PEA is based on the Mineral Resource Estimate described above and published on May 3, 2021, following the drilling program conducted in 2020 and early 2021 to validate the historical reserves.

The PEA includes a mining inventory of 6.4Mt, which represents a portion of the 4.4Mt Indicated mineral resource and 5.6Mt Inferred mineral resource that comprise the Mineral Resource Estimate.   On October [27], 2021, the Company filed a technical report entitled “Technical Report And Preliminary Economic Assessment For Underground Milling And Concentration Of Lead, Silver And Zinc At The Bunker Hill Mine, Bunker Hill Mine, Coeur d’Alene Mining District, Shoshone County, Idaho, USA” in support of the updated PEA that it announced on September 20, 2021 (as described above).

This technical report was prepared in accordance with the requirements of the SEC Mining Modernization Rules and NI-43-101 and is filed as an exhibit to the Registration Statement of which this prospectus is a part.   Further details regarding the MRE, including estimation methodologies, can be found in the technical report which is filed as an exhibit to the Registration Statement of which this prospectus is a part.

  Silver-Focused Exploration  

With the completion of exploration drilling related to the MRE, the Company’s exploration strategy has been focused on high-grade silver targets within the upper areas of the Mine that have been identified by the data review and digitization process. The aim of this program is to identify, develop and add high-grade silver resources in ways that materially increase the relative quantity of silver resources relative to lead and zinc.  

  Consistent with that strategy and concurrent with the announcement of the updated mineral resources estimate, the Company announced the identification of a new silver exploration opportunity in the hanging wall of the Cate Fault which it intends to include in its ongoing drilling campaign. In conjunction with this drilling campaign, continued digitization, geologic modeling and interpretation will continue to focus on identifying additional high grade silver exploration targets.

  On March 29, 2021, the Company announced multiple high-grade silver mineralization results through chip-channel sampling of newly accessible areas of the Mine identified through the Company’s proprietary 3D digitization program, and as part of its ongoing silver-focused drilling program. An area was identified on the 9-level that resulted in ten separate chip samples greater than 900 g/t AgEq(1), each with minimum 0.6m length.

Mineralization remains open up dip, down dip and along strike from the sampling location. The Company also reported drill results including a 3.8m intercept with a grade of 996.6 g/t AgEq(1), intersected at the down-dip extension of the UTZ zone at the 5-level. The Company will continue to report mineralized drill intercepts concurrent with its ongoing exploration program that is currently envisaged to comprise 10,000 to 12,000 feet in 2021.

  On August 23, 2021, the Company announced further drill results, including intercepts from silver-lead vein extensions delineated through testing of the down-dip and off-set portions of the Jersey-Deadwood vein system on the 9-level.  

(1) Prices used to calculate Ag Eq are as follows: Zn=£1.16/lb; Pb=£0.92/lb; and Ag=£20/oz.

 

Water Management Optimization   In September 2020, the Company began its water management program with the goal of improving the understanding of the Mine’s water system and enacting immediate improvement in the water quality of effluent leaving the Mine for treatment at the Central Treatment Plant (“CTP”).

Informed by historical research provided by the EPA, the Company initiated a study of the water system of the Mine to: i) identify of the areas where sulphuric acid (Acid Mine Drainage, or “AMD”) is generated in the greatest and most concentrated quantities, and ii) understand the general flow paths of AMD on its way through and out of the mine as it travels to the CTP.   Leveraging its improved understanding through this study, on February 11, 2021 the Company announced the successful commissioning of a water pre-treatment plant located within the Mine, designed to significantly improve the quality of Mine water discharge, which in turn would support a rapid restart of the Mine.

Specifically, the water pre-treatment plant achieves this goal by reducing significantly the amount of treatment required at the CTP, and the associated costs, before the Mine water is discharged into the south fork of the Coeur D’Alene River, removing over 70% of the metals from water before it leaves the Mine, with the potential for further improvements.   In an effort to improve transparency to all stakeholders with regard to the results of this system, the Company launched a water quality tracking platform on its website on March 15, 2021, which uploads real-time data every five minutes and provides an interactive database to allow detailed historical analysis.

  Legal Proceedings  

On or about June 14, 2021, a lawsuit was filed in the US District Court for the District of Idaho brought by a purported personal representative of the estate of a minority shareholder of Placer Mining. The named defendants include Placer Mining, certain of Placer Mining’s shareholders, the Company, and certain of the Company’s shareholders. The lawsuit alleges that Placer Mining entered into a series of transactions, including amendments to the Company’s lease with Placer Mining, in breach of an agreement dated August 31, 2018, which allegedly restricted the sale of shares in Placer Mining by certain shareholders.

In August 2021, the Company and other defendants filed motions to dismiss the claims for lack of jurisdiction and standing. On September 3, 2021, plaintiff responded to the motion to dismiss and agreed that Placer Mining should be dismissed for lack of jurisdiction.  The Company, as well as other named defendants, filed replies in support of the motions to dismiss and argued that Placer Mining is an indispensable party and with dismissal of Placer Mining the lawsuit should be dismissed. The US District Court has not yet ruled on the motions to dismiss, but the Company believes the motion to dismiss will be granted and the lawsuit dismissed.

  On July 28, 2021, a lawsuit was filed in the US District Court for the District of Idaho brought by Crescent Mining, LLC (“Crescent”). The named defendants include Placer Mining, Robert Hopper Jr., and the Company.

The lawsuit alleges that Placer Mining and Robert Hopper Jr. intentionally flooded the Crescent Mine during the period from 1991 and 1994, and that the Company is jointly and severally liable with the other defendants for unspecified past and future costs associated with the presence of acid mine drainage in the Crescent Mine. The plaintiff has requested unspecified damages. On September 20, 2021, the Company filed a motion to dismiss Crescent’s claims against it, contending that such claims are facially deficient.

On October 26, 2021, the Company asserted claims against Crescent in a separate lawsuit, Bunker Hill Mining Corporation v. Venzee Technologies Inc. et al, Case No.

2:21-cv-209-REP, filed in the same court on May 14, 2021.  

While the Company is not able to predict the outcome of these matters, it does not currently believe that they will result in material liability to the Company.   Smaller Reporting Company Status

  Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) defines a “smaller reporting company” as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:  

? had a public float of less than £75,000,000 as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or
? in the case of an initial registration statement under the United States Securities Act of 1933, as amended (the “Securities Act”) or Exchange Act for shares of its common equity, had a public float of less than £75,000,000 as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or

 

 

? in the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero, had annual revenues of less than £50,000,000 during the most recently completed fiscal year for which audited financial statements are available.

  As a smaller reporting company, we will not be required and may not include a Compensation Discussion and Analysis section in our proxy statements; we will provide only two years of financial statements; and we need not provide the table of selected financial data. We also will have other “scaled” disclosure requirements that are less comprehensive than issuers that are not smaller reporting companies which could make our Common Shares less attractive to potential investors, which could make it more difficult for our shareholders to sell their         shares.

  SUMMARY OF THE OFFERING  

Common Shares offered by Selling Shareholders and Certain Beneficial Owners   152,771,257 Common Shares, including:
    ? 37,277,738 Common Shares;
       
    ? 19,994,080 Common Shares issuable upon exercise of Common Share purchase warrants held by selling shareholders issued on February 24,2021 and exercisable at a price per Share of C£0.60 until February 23, 2026
       
    ? 35,212,142 Common Shares issuable upon exercise of Common Share purchase warrants held by selling shareholders issued on August 14, 2020 and exercisable at a price per Share of C£0.50 until August 31, 2023;
       
    ?

2,112,729 Common Shares issuable upon exercise of Common Share purchase warrants held by selling brokers issued on August 14, 2020 and exercisable at a price C£0.35 until August 31, 2023.

 

    ? 20,866,292 Common Shares issuable upon exercise of Common Share purchase warrants held by selling shareholders issued on August 25, 2020 and exercisable at a price per Share of C£0.50 until August 31, 2023;
       
    ? 1,127,178 Common Shares issuable upon exercise of Common Share purchase warrants held by selling brokers issued on August 25, 2020 and exercisable at a price C£0.35 until August 31, 2023;
       
    ? 2,205,714 Common Shares issuable upon exercise of Common Share purchase warrants held by selling shareholders issued on August 25, 2020 and exercisable at a price per Share of C£0.35 until August 31, 2023;
       
    ? 239,284 Common Shares issuable upon exercise of Common Share purchase warrants held by selling shareholders issued on February 26, 2020 and exercisable at a price per Share of C£0.70 until February 26, 2022.

   

    ? 640,000 Common Shares issuable upon exercise of Common Share purchase warrants held by selling shareholders issued on August 23, 2019 and exercisable at a price per Share of C£0.25 until February 7, 2022.
       
    ? 33,096,100 Common Shares issuable upon exercise of Common Share purchase warrants held by selling shareholders issued on August 23, 2019, which have been amended to become exercisable at a price per Share of C£0.59 until August 23, 2024.

 

    ? 645,866 Common Shares issuable upon exercise of Common Share purchase warrants held by selling shareholders issued on November 28, 2018 and exercisable at a price per Share of C£1.00 until November 28, 2021.
       
Common Shares outstanding before the offering   164,435,442 Common Shares as of the date hereof (not including shares issuable upon exercisable warrants).
     
Offering Price   Determined at the time of sale by the selling shareholders.
     
Use of proceeds   We will not receive any proceeds from the sale of shares by the selling shareholders, although we may receive proceeds from the exercise of common share purchase warrants. Any such proceeds will we used for general working capital purposes.
     
CSE Trading Symbol   BNKR
     
OTC QB Trading Symbol   BHLL
     
Risk Factors   The Common Shares offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment.

See “Risk Factors“.

    SUMMARY OF FINANCIAL INFORMATION

  The following selected financial information is derived from the Financial Statements appearing elsewhere in this Prospectus and should be read in conjunction with the Financial Statements, including the notes thereto, appearing elsewhere in this Prospectus. The amounts below are expressed in United States dollars.

 

    Nine Months
Ended
    Six Months
Ended
    Nine Months
Ended
    Six Months Ended     (As restated)Year Ended     (As restated)Year Ended  
      30-Sep-21       31-Dec-20       30-Sep-20       31-Dec-19       30-Jun-20       30-Jun-19  
      (£)       (£)       (£)       (£)       (£)       (£)  
Operating Statement Data:              


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