Bunker Hill Mining Corp. (CSE: BNKR) (OTCQB: BHLL) is pleased to announce that the Company has closed its private placement of special warrants of the Company, previously announced on February 15, 2023, by issuing 51,633,727 Special Warrants at a price of C$0.12 per Special Warrant, for aggregate gross proceeds of C$6,196,047.26. In addition, 10,416,667 common stock purchase warrants of the Company were exercised at a price of C$0.11 per warrant for aggregate gross proceeds of C$1,145,834.

The Offering

The Offering was conducted by Echelon Wealth Partners Inc. and Roth Capital Partners, LLC, as co-lead agents and joint bookrunners, and Laurentian Bank Securities Inc. on a commercially reasonable “best efforts” private placement basis.

In connection with the Offering, each Special Warrant is automatically exercisable into one unit of the Company on the earlier date of: (i) the third business day following the date upon which the Company has obtained notification that the registration statement ‎of the Company to be filed with the United States Securities and Exchange Commission registering the resale of the Underlying Shares (as defined below) issuable upon exercise of the Special Warrants and the securities issuable thereunder, has been declared effective by the SEC; and (ii) September 27, 2023, subject to compliance with United States securities laws.

Each Unit consists of one share of common stock of the Company and one common stock purchase warrant of the Company. Each whole Warrant entitles the holder thereof to acquire one share of common stock of the Company at an exercise price of $0.15 per Warrant Share until March 27, 2026, subject to adjustment in certain events. In the event that the Registration Statement has not been declared effective by the SEC on or before 5:00 p.m. (EST) on July 27, 2023, each unexercised Special Warrant will be deemed to exercised on the Automatic Exercise Date into one penalty unit of the Company, with each Penalty Unit being comprised of 1.2 Unit Shares and 1.2 Warrants.

In consideration for their services in connection with the Offering, a cash commission in the amount of $211,461.38 is payable to the Agents. The Agents were also issued 2,070,258 compensation options. Each Compensation Option is exercisable to acquire one unit of the Company at the Issue Price for a period of 36 months from March 27, 2023, subject to adjustment in certain events. Each Compensation Unit consists of one share of common stock of the Company and one common stock purchase warrant of the Company. Each Agents’ Compensation Warrant entitles the holder thereof to acquire one share of common stock of the Company at a price of C$0.15 per Agents’ Compensation Warrant Share until March 27, 2026.

The Company intends to use the net proceeds of the Offering for working capital, general corporate purposes and capital expenditures relating to the Bunker Hill Mine.

The Offering and issuance of the Special Warrants referenced in this press release involves related parties (as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions) and therefore constitutes a related party transaction under MI 61-101. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements under MI 61-101 on the basis that the issuance of the Special Warrants to related parties does not exceed 25% of the fair market value of the Company’s market capitalization.

The Company did not file a material change report disclosing the related party transaction more than 21 days before the expected closing date of the Offering as the details of the Offering and the participation therein by each related party was not settled until shortly prior to the closing of the Offering.

The securities mentioned above have not been 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 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 U.S. Securities Act. The Offering is subject to market conditions, and there can be no assurance as to whether or not multiple tranches of the Offering may be completed, or as to the final size of the Offering.

Warrant Exercise

In compliance with the policies of the Canadian Securities Exchange, the Company previously amended the expiry date and exercise price of 10,416,667 warrants issued to Teck Resources Limited, as announced on March 15, 2023. These warrants were previously issued on a private placement basis on May 13, 2022 in consideration for the Company’s acquisition of the Pend Oreille process plant. Following the amendment of the terms of the warrants, Teck exercised all 10,416,667 warrants at an exercise price of C$0.11, for aggregate gross proceeds of approximately C$1,145,834 to the Company.

ABOUT BUNKER HILL MINING CORP.

Under new Idaho-based leadership, 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.