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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): July 5, 2023
BUNKER
HILL MINING CORP.
(Exact
Name of Registrant as Specified in Charter)
| Nevada |
|
333-150028 |
|
32-0196442 |
| (State
or Other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
82
Richmond 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
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
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
of each class |
|
Trading
Symbol(s) |
|
Name
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
5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On
July 5, 2023, the board of directors (the “Board”) of Bunker Hill Mining Corp. (the “Company”)
appointed Paul Smith as a director of the Company effective as of July 6, 2023. The Board also appointed Mr. Smith to serve as Chair
of the new Growth Committee of the Board.
On
July 6, 2023, Mr. Smith entered into a board member agreement with the Company (the “Board Member Agreement”) to establish
the terms and conditions of his service as a member of the Board. The Board Member Agreement sets forth the services and responsibilities
of Mr. Smith as a director of the Company and as Chair of the Growth Committee of the Board, including with respect to professionalism,
standards of conduct, fiduciary duties, conflicts of interest, and confidentiality, among other matters. The compensation to be provided
to Mr. Smith as set forth in the Board Member Agreement is materially consistent with the compensation that is provided to the other
non-executive directors of the Company. In addition, he will be compensated for his service as Chair of the newly formed Growth Committee,
which will advise the executive team and the Board on the development of the Company’s growth strategy, the disciplined review
of M&A opportunities and the timely execution of any transactions. The Board Member Agreement provides that fees for any formal mergers
and acquisitions advisory work conducted, or introductions made by, Mr. Smith or his associated businesses on behalf of the Company will
be negotiated in accordance with the needs of each transaction and will be reported as a related party transaction in accordance with
the applicable regulations and policies. Except as set forth in the immediately preceding sentence, there are no transactions in which
the Company is or was a participant and in which Mr. Smith has a material interest subject to disclosure under Item 404(a) of Regulation
S-K. No family relationships exist between Mr. Smith and any of the Company’s directors and executive officers.
| Item
7.01 | Regulation
FD Disclosure. |
On
July 6, 2023, the Company issued a press release regarding the appointment of Mr. Smith as a director of the Company. 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. |
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:
July 11, 2023 |
By: |
/s/
Sam Ash |
| |
Name: |
Sam
Ash |
| |
Title: |
President
and CEO |
Exhibit
99.1
BUNKER
HILL ANNOUNCES APPOINTMENT OF PAUL SMITH AS DIRECTOR AND CHAIR OF ITS NEW GROWTH COMMITTEE
TORONTO,
July 6, 2023 – Bunker Hill Mining Corp. (the “Company”) (CSE: BNKR, OTCQB: BHLL) is pleased to announce that Paul Smith
has been appointed to its Board of Directors and as Chair of its new Growth Committee.
Richard
Williams, Executive Chairman, commented: “I am excited and very proud to welcome Paul Smith to the Board of Directors of Bunker
Hill and to his role as Chair of our new Growth Committee. As the former head of strategy for Glencore, and a highly respected M&A
professional and financier, his technical expertise, extensive professional network, and track record will add essential strategic capabilities
to our Board as we look to create growth and value beyond the restart of the Bunker Hill Mine.”
APPOINTMENT
OF PAUL SMITH AS DIRECTOR
Paul
Smith is a corporate finance professional and senior board member with extensive experience of driving industry-leading performance at
natural resource focused companies. Mr. Smith is a co-founder of Voltaire Minerals Partners, which provides innovative solutions to the
critical minerals supply chain, and is also a Non-Executive Director at Seadrill (NYSE:SDRL), a global offshore drilling business for
the oil and gas industry, and at Echion Technologies, the world’s leading supplier of niobium-based anode materials. He was until
recently Executive Chairman at Trident Royalties (LON:TRR), a mining royalty business.
Mr.
Smith worked for Glencore plc (“Glencore”) from 2011 to 2020 where, as Head of Strategy, his principal areas of focus were
capital markets, M&A, and capital allocation. During this period, Glencore successfully completed numerous large scale corporate
and capital markets transactions, most notably a $90 billion merger with Xstrata Plc.
He
was also the CFO of Katanga Mining Limited, Glencore’s TSX-listed and DRC-based subsidiary from 2019 until its de-listing in 2020.
He represented Glencore as a non-executive director of Lomnin plc and Glencore Agriculture Ltd, and chaired Glencore Technology from
2013-2015.
Prior
to Glencore, Mr. Smith was an analyst and fund manager at Marshall Wace Asset Management, where he focused on cyclical sectors, including
mining. He qualified as a Chartered Accountant and has an MA in Modern History from Oxford University.
FORMATION
OF GROWTH COMMITTEE
Although
the Company’s current focus is the sustainable restart of its cornerstone asset – the Bunker Hill Zinc-Silver-Lead Mine,
by the end of 2024 and the strengthening of the balance sheet, its medium-term strategy is to build from here a valuable portfolio of
mines through M&A and subsequent asset optimization. To assist with this, the Company has established a special Growth Committee
of the Board, chaired by Mr. Smith, to ensure optimal capital allocation in this endeavor. This committee will advise both the Executive
team and the Board on the development of this growth strategy, the disciplined review of M&A opportunities and the timely execution
of any deals.
ABOUT
BUNKER HILL MINING CORP.
Under
new Idaho-based leadership the Bunker Hill Mining Corp, intends to sustainably restart and develop the Bunker Hill Mine as the first
step in consolidating and then optimizing a number of mining assets into a high-value portfolio of operations, centered initially in
North America. Information about the Company is available on its website, www.bunkerhillmining.com, or within the SEDAR and EDGAR databases.
Cautionary
Statements
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 U.S. Securities Act of 1933, as amended, 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. Since forward-looking statements are based on assumptions
and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these forward-looking
statements are based on information currently available to the Company, the Company provides no assurances that actual results will meet
management’s expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual
events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking
statements.
Forward-looking
statements in this news release include, but are not limited to, statements about: the formation and mandate of the new Growth Committee;
expectations regarding the restart of the Bunker Hill Mine and expectations regarding the achievement of future short term, medium term
and long term strategies.
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: the Company’s inability to raise additional
capital for project activities, including through equity financings, concentrate offtake financings or otherwise; the ability to predict
and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price
of commodities; capital market conditions; restrictions on labor and its effects on international travel and supply chains; failure to
identify mineral resources; failure to convert estimated mineral resources to reserves; the preliminary nature of metallurgical test
results; the Company’s ability to restart and develop the Bunker Hill Mine 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; 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 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 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. 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 information form or annual
report and may be accessed through the SEDAR website (www.sedar.com) or through EDGAR on the SEC website (www.sec.gov),
respectively.
For
additional information contact:
David
Wiens, CFA
CFO
& Corporate Secretary
+1
208 370 3665
ir@bunkerhillmining.com
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