Bunker Hill Announces Private Placement of Up to C$9 Million of Special Warrants and Termination of Marketed Public Offering

Not for distribution to United States Newswire Services or for dissemination in the United States

TORONTO, Feb. 15, 2023 (GLOBE NEWSWIRE) — Bunker Hill Mining Corp. (the “Company”) (CSE: BNKR; OTCQB: BHLL) is pleased to announce that it has entered into an agreement with Echelon Wealth Partners Inc., as co-lead agent and co-bookrunner, on behalf of Roth Capital Partners, LLC, as co-lead agent and co-bookrunner, and Laurentian Bank Securities Inc. (collectively, the “Agents”), which have agreed to act as agents for and on behalf of the Company, on a commercially reasonable “best efforts” agency basis, without underwriter liability, in connection with a proposed private placement (the “Private Placement”) of up to C$9 million of special warrants of the Company (the “Special Warrants”), subject to adjustments in certain events.

PRIVATE PLACEMENT

In connection with the Private Placement, Each Special Warrant shall be exercisable, for no additional consideration and with no further action on the part of the holder thereof, into one unit (each, a “Unit”) of the Company, subject to adjustment described below, on the earlier of: (i) the third business day after the date upon which the registration statement (the “Registration Statement”) ‎of the Company filed with the United States Securities and Exchange Commission (the “SEC”) registering the resale of the ‎Units issuable upon exercise of the Special Warrants ‎has been declared effective by the SEC; and (ii) the date that is six months following the Closing ‎Date (as defined below)‎, subject to compliance with United States securities laws.

Each Unit shall consist of one common share (a “Common Share”) and one common share purchase warrant (each whole common share purchase warrant, a “Warrant”) of the Company. Each Warrant shall entitle the holder to purchase one common share of the Company (a “Warrant Share”) at a price of C$0.15 per Warrant Share, subject to adjustment in certain events, for a period of 36 months following the Closing Date. The Warrants shall also be exercisable on a cashless basis in the event the Registration ‎Statement has not been made effective by the SEC prior to the date of exercise‎.

The issue price per Special Warrant (the “Issue Price”) will be priced in the context of the market, with the final terms of the Private Placement to be determined at the time of pricing. There can be no assurance as to whether or when the Private Placement may be completed, or as to the actual size or terms of the Private Placement. The Special Warrants and the securities issuable thereunder will be subject to a six month hold period following the Closing Date pursuant to applicable securities laws, which may be shortened to four months and one day in Canada in the event the Registration Statement has been declared effective by the SEC.

The Private Placement will take place by way of a commercially reasonable “best efforts” private placement to accredited investors (as defined in National Instrument 45-106 – Prospectus Exemptions) in all the provinces of Canada, other than the Province of Quebec, in the United States to Accredited Investors and Qualified Institutional Buyers (as such terms are defined under ‎the United States Securities Act of 1933, as amended (the “1933 Act”)), and pursuant to the ‎requirements of any applicable securities laws of any state of the United States, in each case by ‎way of private placement pursuant to available exemptions from the registration requirements ‎of the 1933 Act, and (iii) outside Canada and the United States on a basis which does not require ‎the qualification or registration of any of the Special Warrants‎.

In the event that the Registration Statement has not been declared effective by the SEC on or before 5:00 p.m. (EST) on the date that is 4 months following the Closing Date, each unexercised Special Warrant will thereafter entitle the holder thereof to receive, upon the exercise thereof and at no additional cost, 1.20 Units (instead of one Unit).

The Company has also granted to the Agents an option (the “Agents’ Option”) which shall allow the Agents to sell up to an additional 15% of the Special Warrants sold pursuant to the Private Placement at the Issue Price. The Agents’ Option may be exercised in whole or in part as determined by the Agents upon written notice to the Company at any time up to 48 hours prior to the Closing Date.

In consideration for their services, subject to the terms of the agreement with the Agents and adjustments in certain circumstances, the Agents will receive a cash commission equal to 6.0% of the gross proceeds of the Private Placement (including the Agents’ Option), and shall be issued that number of compensation options (the “Compensation Options”) as is equal to 6.0% of the number of Special Warrants sold pursuant to the Private Placement (including the Agents’ Option). Each Compensation Option shall be exercisable to acquire one Special Warrant at the Issue Price for a period of 36 months from the Closing Date, subject to adjustment in certain events.

The Private Placement is expected to close on or about March 7, 2023 (the “Closing Date”), subject to regulatory approval.

The Company will apply to list the Common Shares issuable upon exercise of the Special Warrants and the Warrants on the Canadian Securities Exchange (the “CSE”), which listing shall be subject to the Company meeting the requirements of the CSE.

The Company intends to use the net proceeds of the Private Placement, if any, for capital expenditures relating to the Bunker Hill Mine, as well as for working capital and general corporate purposes.

The securities have not been, and will not be, registered under the 1933 Act or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the 1933 Act and all applicable state securities laws or compliance with requirements of an applicable exemption therefrom.

No stock exchange, securities commission or other regulatory authority has approved or disapproved of the contents of this press release. This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the 1933 Act. The Private Placement is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the Private Placement.

TERMINATION OF PUBLIC OFFERING

The Company also announces the termination of the marketed public offering (the “Public Offering”) of common stock in the capital of the Company (the “Common Shares”) previously announced on November 22, 2022. The Company elected to terminate the Public Offering following its determination that effectiveness of a registration statement on Form S-1 would not be achievable in a timeframe consistent with its capital requirements.

As a result, the Company intends to withdraw the registration statement on Form S-1 and the short form prospectus related to the Public Offering and filed, respectively, with the SEC and the applicable securities regulatory authorities in Canada. No Common Shares were sold by the Company in connection with the Public Offering.

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 a portfolio of North American mining assets with a focus on silver. 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 press 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 1933 Act and Section 21E of the 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”, “plans” or variations of such words and phrases.

Forward-Looking Statements in this press release include, but are not limited to: the Company’s intentions regarding its objectives, goals or future plans; the Company’s ability to complete the Private Placement on the terms announced by the Closing Date or at all; the listing of the Common Shares issuable upon exercise of the Special Warrants and the Warrants on the CSE; the Registration Statement being declared effective by the SEC; and the intended use of the net proceeds of the Private Placement, if any. Although the Company’s management believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The Forward-Looking Statements discussed in this press release may not occur by certain dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in Forward-Looking Statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No Forward-Looking Statements can be guaranteed. Except as required by applicable securities laws, Forward-Looking Statements speak only as of the date on which they are made and the Company undertakes no obligation to publicly update or revise any Forward-Looking Statement, whether as a result of new information, future events or otherwise.

Readers are cautioned that the foregoing risk and uncertainty is not exhaustive. Additional information on this 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
[email protected]

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