Bunker Hill Mining Corp. (“
Bunker
Hill” or the “
Company”)
(
TSXV:BNKR | OTCQB:BHLL) announces that it has
elected to issue an aggregate of 7,392,859 shares of common stock
of the Company (the “
Interest Shares”) to certain
holders of 7.5% convertible debentures (the “
Series 1
Convertible Debentures”) and 10.5% convertible debentures
(the “
Series 2 Convertible Debentures” and,
together with the Series 1 Convertible Debentures, the
“
Convertible Debentures”) in full satisfaction of
the interest payable thereunder as of December 31, 2024 in the
aggregate amount of USD$517,500.00 (the “
Interest
Payment”). The Convertible Debentures mature on March 31,
2028 & March 31, 2029, respectively.
In accordance with the terms of the Convertible
Debentures, the Company will issue the Interest Shares at a price
of USD$0.07 per Interest Share based on 90% of the 10-day volume
weighted average trading price of the shares of common stock of the
Company on the TSX Venture Exchange (the “TSX-V”)
on the trading days beginning on December 9, 2024 and ending on
December 20, 2024 (the “Pricing Period”).
In connection with the Interest Payment, the
Company will issue an aggregate of 7,392,859 Interest Shares to
certain managed accounts of Sprott Private Resource Streaming and
Royalty Corp. (“Sprott”) and, accordingly, the
issuance of such Interest Shares to Sprott will constitute a
“related party transaction” within the meaning of Multilateral
Instrument 61-101 – Protection of Minority Shareholder Approval
(“MI 61-101”). The Company will rely on exemptions
from the formal valuation and minority shareholder approval
requirements under MI 61-101 as neither the fair market value of
the Interest Shares to be issued to Sprott, nor the consideration
received for such Interest Shares, will exceed 25% of the Company’s
market capitalization. The Company did not file a material change
report more than 21 days prior to the election to issue the
Interest Shares as the Pricing Period only ended yesterday on
December 20, 2024.
The issuance of the Interest Shares is subject
to the terms and conditions of the Convertible Debentures as well
as the receipt of all regulatory approvals, including, without
limitation, the approval of the TSX-V. Once issued, the Interest
Shares will be subject to a four-month and one-day hold period in
accordance with applicable Canadian securities laws.
Additional details regarding the Convertible
Debentures can be found in the Company’s news releases dated
December 20, 2021, January 31, 2022, June 20, 2022, June 26, 2023,
and August 8, 2024 all of which are available under the Company’s
profile on SEDAR+ at www.sedarplus.ca.
Financing Cooperation fee
The Cooperation Agreement provides for, among
other things, the Service Provider and its affiliates providing
certain collateral security in order for the Company and Silver
Valley to obtain certain surety bonds with respect to the Bunker
Hill Mine (the “Collateral Security”). In
consideration for the Collateral Security, the Company is required
to pay the Service Provider a financing cooperation fee of
US$20,000 per month, payable quarterly in Common Shares and/or cash
at the Company’s election, during the term of the Cooperation
Agreement. The Service Provider is arm’s length to the Company, its
affiliates and associates.
The Company has elected to issue 509,480 Common
Shares (each, a “Q3 Share”) at a deemed issue
price of C$0.16 per Q3 Share to the Service Provider in full
satisfaction of the aggregate US$60,000 financing cooperation fee
owing to the Service Provider for the three (3) month period ending
on September 30, 2024 (the “Q3 Cooperation Fee”).
Further to its news release dated September 5, 2024, the Company
also intends to issue 543,855 Common Shares (each, a “Q2
Share” and, together with the Q3 Shares, the
“Settlement Shares”) at a deemed issue price of
C$0.15 per Q2 Share, instead of 506,775 Common Shares at a deemed
issue price of C$0.16 as previously disclosed, in full satisfaction
of the US$60,000 financing cooperation fee owing to the Service
Provider for the three (3) month period ending on June 30, 2024.
The Company and the Service Provider repriced the Q2 Shares based
on the volume-weighted average trading price of the Common Shares
on the TSX Venture Exchange (the “TSX-V”) for the
trading days beginning on April 1, 2024 and ending on June 30,
2024. The Company intends to issue the Settlement Shares in lieu of
paying cash to preserve its cash for the potential restart and
ongoing development of the Bunker Hill Mine.
These transactions remain subject to the receipt
of all regulatory and stock exchange approvals. Once issued, the
Settlement Shares will be subject to a four (4) month and one (1)
day hold period from the applicable date of issuance in accordance
with applicable Canadian securities laws. The Settlement Shares
have not been, and will not be, registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities
Act”) or any U.S. state securities laws, and may not be
offered or sold in the United States without registration under the
U.S. Securities Act and all applicable state securities laws or in
compliance with the requirements of an applicable exemption
therefrom.
ABOUT BUNKER HILL MINING
CORP.
Under 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, centered
initially in North America. Information about the Company is
available on its website, www.bunkerhillmining.com, or within the
SEDAR+ and EDGAR databases.
On behalf of Bunker Hill
Sam Ash President, Chief Executive Officer and
Director
For additional information, please
contact:
Brenda DaytonVice President, Investor
RelationsT: 604.417.7952E: brenda.dayton@bunkerhillmining.com
Cautionary Statements
Neither the TSX-V nor its Regulation Services
Provider (as that term is defined in the policies of the TSX-V)
accepts responsibility for the adequacy or accuracy of this news
release.
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 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.
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; the achievement of future
short-term, medium-term and long-term operational strategies; and
the terms and completion of the financing cooperation fee share
transactions described herein, including the number and deemed
pricing of the Settlement Shares issuable in connection therewith,
and the Company receiving all regulatory and stock exchange
approvals for the transactions described herein. Forward-looking
statements reflect material expectations and assumptions,
including, without limitation, expectations and assumptions
relating to: Bunker Hill’s ability to complete the transaction on
the terms described herein or at all; Bunker Hill’s ability to
receive sufficient project financing for the restart and ongoing
development of the Bunker Hill Mine on acceptable terms or at all;
the future price of metals; and the stability of the financial and
capital markets. 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; 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 report and may be accessed through the SEDAR+ website
(www.sedarplus.ca) or through EDGAR on the SEC website
(www.sec.gov).
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