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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): August 13, 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. |
Departure
of Chief Financial Officer
On
August 13, 2023, David Wiens resigned as the Chief Financial Officer of Bunker Hill Mining Corp. (the “Company”),
effective as of October 14, 2023.
Appointment
of Chief Financial Officer
On
August 14, 2023, the Company appointed Gerbrand van Heerden as the Chief Financial Officer of the Company, effective as of October 14,
2023.
Mr.
van Heerden, 48, has been serving as the Chief Financial Officer of BMC Minerals Limited since May 2020. From November 2017 to May 2020,
he served in various roles at Trevali Mining Corporation, including as Chief Financial Officer and Senior Vice President of Business
Development/Finance. From March 2013 to October 2017, Mr. van Heerden served as the Chief Financial Officer of Rosh Pinah Zinc Corporation
(Proprietary) Limited, a subsidiary of Glencore Plc. From October 2005 to March 2013, he served in various roles at Metorex Limited,
including as General Manager of Metorex Commercial Services, a finance executive, and as Group Financial Controller. Mr. van Heerden
started his professional career as a Tax and Assurance Manager with Deloitte. He is a CPA registered with the Chartered Professional
Accountants of British Columbia and a CA(SA) registered in South Africa and holds a Bachelor of Commerce (Honors) Degree in Accounting
from the University of Johannesburg. There are no family relationships between Mr. van Heerden and any director or executive officer
of the Company, and there are no transactions between Mr. van Heerden and the Company that require disclosure pursuant to Item 404 of
Regulation S-K.
In
his role as Chief Financial Officer, Mr. van Heerden will be paid a basic annual salary of US$260,000 and will be eligible to participate
in the Company’s short- and long-term incentive plans.
| Item
7.01 |
Regulation
FD Disclosure. |
On
August 14, 2023, the Company issued a press release regarding the resignation of Mr. Wiens and the appointment of Mr. van Heerden, in
each case as the Chief Financial Officer 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. |
(d)
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:
August 17, 2023 |
By: |
/s/
Sam Ash |
| |
Name: |
Sam
Ash |
| |
Title: |
President
and CEO |
Exhibit
99.1
BUNKER
HILL ANNOUNCES MANAGEMENT UPDATE
TORONTO,
August 14, 2023 – Bunker Hill Mining Corp. (“Bunker Hill” or the “Company”) (CSE: BNKR, OTCQB: BHLL) announces
that David Wiens, the Company’s Chief Financial Officer, will be stepping down from his role to pursue another career opportunity.
Concurrently, the Company is pleased to announce the appointment of Gerbrand Van Heerden as Bunker Hill’s new Chief Financial Officer,
effective 14 October 2023. Mr. Wiens will continue to support the Company as CFO over the short term in order to ensure a smooth transition.
An
experienced Mining Company CFO, Gerbrand Van Heerden is a CPA registered with the Chartered Professional Accountants of British Columbia
and a CA(SA) registered in South Africa and holds a Bachelor of Commerce (Honors) Degree in Accounting from the University of Johannesburg.
With over 20 years of mining industry experience, he has served as CFO of BMC Minerals (Pvt), Trevali Mining, and of Glencore’s
Rosh Pinah Zinc Operations in Namibia. In addition to these key executive roles, he has also been Vice President Business Initiatives
and Development at Trevali and served as financial controller and General Manager Commercial Services at Metorex, the South African base-metals
producer and developer. A Canadian citizen and resident in British Columbia, he started his professional career as a Tax and Assurance
Manager with Deloitte.
Sam
Ash, CEO, stated: “I am very pleased to announce the appointment of Gerbrand as our new CFO, who is well known to our Board and
the North American Capital Markets. He brings considerable CFO and capital allocation experience to the Bunker Hill Team at a critical
time for both the restart project and for the Company as we develop and execute on our evolving growth strategy”.
“I
would also like to thank David for his significant contributions as CFO during a foundational period for the Company. His many achievements
include the delivery of project financing for the mine restart, enabling the up-listing to the TSX-V, and the helping to build the early
version of our company’s financial systems and processes from scratch. We wish him well in his future endeavors”.
ABOUT
BUNKER HILL MINING CORP.
Under
new Idaho-based leadership, Bunker Hill 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 delivering critical metals into the market and
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 regarding the Company’s objectives, goals or future
plans, including: the restart and development of the Bunker Hill Mine and the achievement of future short-term, medium-term and long-term
operational strategies; the Company satisfying the conditions for and receiving final listing approval from the TSX-V and the anticipated
effects thereof, including potentially enabling further institutional investment in the Company; the anticipated timing for the trading
of the Common Shares on the TSX-V; and plans to consider a U.S. exchange listing consistent with anticipated U.S. institutional investor
interest.
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 not receiving final TSX-V listing approval;
a determination by the Company whether to pursue a listing of the Common Shares on a U.S. national securities exchange; 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.sedarplus.ca) 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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