Bunker Hill Mining Corp. (TSX-V:BNKR) (OTCQB:BHILL) announces that it has entered into definitive agreements with Monetary Metals Bond III LLC, an entity established by Monetary Metals & Co., for the previously announced silver loan in an amount of US dollars equal to up to 1.2 million ounces of silver, to be advanced in one or more tranches, in support of the re-start and ongoing development of the Bunker Hill Mine. The Company has closed the first tranche of the Silver Loan in the principal amount of US$16,422,039, being the amount of US dollars equal to, as of August 8, 2024, 609,805 ounces of silver.

Sam Ash, President and CEO of Bunker Hill Mining, states, “By combining the solid support of our existing finance partner, Sprott Streaming, with our new and innovative Monetary Metals solution, our fully funded project is advancing on track and budget.”

Silver Loan

As described in the news release dated June 7, 2024, the Silver Loan will be for a term of three years, secured against the Company’s assets and repayable in cash or silver ounces. The Silver Loan will bear interest at the rate of 15% per annum, payable in cash or silver ounces on the last day of each quarterly interest period. This financing remains subject to TSX Venture Exchange approval.

As consideration for advancing the Silver Loan, the Company will issue to Monetary Metals & Co., subject to prior TSX-V approval, non-transferable bonus share purchase warrants in one or more tranches. The number of Warrants issued in each tranche will be equal to: (a) in connection with the First Tranche, two times the number of silver ounces advanced under the First Tranche  and a bonus ratchet of: (i) 2.5% of the Base Warrants if at least 500,000 and up to 599,999 silver ounces are advanced, (ii) 5.0% of the Base Warrants if at least 600,000 and up to 699,999 silver ounces are advanced, (iii) 10.0% of the Base Warrants if at least 700,000 and up to 799,999 silver ounces are advanced, and (iv) 15.0% of the Base Warrants if at least 800,000 silver ounces are advanced; and (b) in connection with any additional tranches, two times the number of silver ounces advanced under such tranche. In any event, the number of Warrants issuable to Monetary Metals & Co. will not exceed 3,000,000.

Each Warrant will entitle the holder to acquire one share of common stock of the Company  at an exercise price that is set at the last closing price of the Company’s common stock prior to the date such Warrant is issued. The Warrants will be exercisable until the earlier of (i) three years from their issuance date and (ii) the maturity date of the Silver Loan, subject to acceleration in accordance with the policies of the TSX-V. The issuance of the Warrant Shares is subject to the terms and conditions of the Warrants as well as the receipt of all regulatory approvals, including, without limitation, the approval of the TSX-V. The Warrants and Warrant Shares will be subject to a hold period of four months and a day from the date of issuance, in accordance with applicable securities laws.

In connection with closing of the First Tranche, the Company will, subject to TSX-V approval, issue a total of 1,280,591 Warrants to Monetary Metals & Co. The Tranche 1 Warrants will be exercisable until August 8, 2027, subject to acceleration in accordance with the policies of the TSX-V, and the Exercise Price of the Tranche 1 Warrants will be C$0.16.

The securities referenced herein or any securities underlying or derived from the financial instruments referenced herein, including but not limited to the Warrants, the Warrant Shares, and the Silver Loan, have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). This news release does not constitute an offer to sell or the solicitation of an offer to buy such securities, nor shall there be any sale of such 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.

Amendments to Existing Sprott Streaming Financing Package

A series of related transactions also took place concurrently with closing of the Silver Loan to amend certain terms of the existing financing package with Sprott Private Resource Streaming & Royalty Corp. Firstly, the maturity dates of the series 1 convertible debentures and series 2 convertible debentures previously issued by the Company to Sprott Streaming were extended from March 31, 2026 to March 31, 2028 and March 31, 2029, respectively. Additionally, the termination date of the royalty put option previously granted by the Company to Sprott Streaming was amended from the later of the payment in full of the Debentures and the exercise of the Royalty Put Option, to the later of the payment in full of the Debentures and March 31, 2029. The Company also amended the existing loan facility with Sprott Streaming to extend the maturity date of the Sprott Streaming Loan from June 30, 2027 to June 30, 2030 and increase the interest payable from June 30, 2027 onwards from 10% to 15%.

The amendments to the Debentures, Royalty Put Option and Sprott Streaming Loan each constitute a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The directors of the Company, all of whom are considered independent pursuant to Part 7 of MI 61-101, have unanimously determined that the Transactions are advisable and in the best interests of the Company, and that the Transactions are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to the “financial hardship” exemptions provided under Section 5.5(g) and 5.7(1)(e), respectively, of MI 61-101.

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.