Mr. Sam Ash reports
BUNKER HILL ANNOUNCES CLOSING OF C$33,752,300 BROKERED LIFE OFFERING, CONCURRENT NON-BROKERED PRIVATE PLACEMENT AND WARRANT EXERCISE
Bunker Hill Mining Corp. has closed its previously announced best effort private placement offering of units of the company. The company issued 150,808,332 listed issuer financing exemption units (approximately 4,308,809 LIFE units on a postconsolidated basis) at a price of 18 cents per LIFE unit ($6.30 on a postconsolidated basis) for gross proceeds of $27,145,500, which included the full exercise of the agent overallotment option.
The company also issued 8,926,668 additional LIFE units (approximately 255,048 LIFE units on a postconsolidated basis) at a price of 18 cents per LIFE unit ($6.30 on a postconsolidated basis) for gross proceeds of $1,606,800 under a concurrent private placement, on a non-brokered basis.
Concurrently with the offering, a cornerstone investor exercised existing common share purchase warrants at 17 cents per warrant ($5.95 on a postconsolidated basis) for additional proceeds to the company of $5-million, resulting in aggregate gross proceeds of $33,752,300 to the company from the brokered offering, the non-brokered offering and the warrant exercise.
Each LIFE unit consists of one share of common stock of the company and one common share purchase warrant of the company. Each warrant entitles the holder thereof to purchase one additional common share at an exercise price of 30 cents per share ($10.50 on a postconsolidated basis) for a period of 36 months from issuance.
The offering was completed by Haywood Securities Inc., as lead agent and sole bookrunner, on its own behalf and on behalf of a syndicate of agents, including Roth Canada Inc., BMO Capital Markets and Canaccord Genuity Corp. ZED Financial Partners acted as a finder in respect of the brokered offering.
The company intends to use the net proceeds of the offering to provide working capital for the ramp-up of the Bunker Hill mine to commercial production, for exploration and for general corporate purposes.
The offering was completed on a prospectus-exempt basis pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 (Prospectus Exemptions) as modified by Coordinated Blanket Order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption) of the Canadian Securities Administrators.
In connection with the closing of the brokered offering, the company paid to the agents aggregate cash fees in the amount of $1,579,290 and issued to the agents an aggregate of 8,782,833 non-transferable compensation options, representing: (i) 6.0 per cent of the gross proceeds of the brokered offering, other than the gross proceeds raised from certain sales pursuant to a president's list; and (ii) 3.0 per cent of the gross proceeds raised from president's list sales (in each case, less any amount of cash fees and compensation options issued to ZED). Each compensation option is exercisable to acquire one common share at a price of 18 cents ($6.30 on a postconsolidated basis) per share for a period of 24 months from issuance.
The company paid to ZED a cash fee of $47,820, representing: 3.0 per cent of the gross proceeds of the brokered offering from subscribers introduced by ZED to the company; and issued to certain principals of ZED an aggregate of 256,667 compensation options, representing 3.0 per cent of the LIFE units sold under the brokered offering to the introduced subscribers. The purchase of LIFE units by certain insiders of the company constituted a related-party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company has relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation. Insider participation accounted for an aggregate of 300,000 LIFE units (approximately 8,571 on a postconsolidated basis) sold under the offering.
The LIFE units issued are not subject to a statutory hold period under applicable Canadian securities laws in accordance with the listed issuer financing exemption. The LIFE units are subject to a minimum six-month hold period in accordance with applicable U.S. securities laws. The company has agreed to file, within five business days, a registration statement to register the resale of the LIFE units and to use commercially reasonable efforts to have the registration statement declared effective by the U.S. Securities and Exchange Commission within 60 days after the initial filing date of the registration statement.
About
Bunker
Hill
Mining
Corp.
Bunker Hill is an American mineral exploration and development company focused on revitalizing its historic mining asset: the renowned zinc, lead and silver deposit in northern Idaho's prolific Coeur d'Alene mining district. This strategic initiative aims to breathe new life into a once-productive mine, leveraging modern exploration techniques and sustainable development practices to unlock the potential of this mineral-rich region. Bunker Hill aims to maximize shareholder value while responsibly harnessing the mineral wealth in the Silver Valley mining district by concentrating its efforts on this single, high-potential asset.
We seek Safe Harbor.
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