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Bunker Hill Announces Closing of “Bought Deal” Private Placements of Units for Gross Proceeds of Approximately C$52 Million

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Bunker Hill Announces Closing of “Bought Deal” Private Placements of Units for Gross Proceeds of Approximately C$52 Million

 

 

 

 

 

Bunker Hill Mining Corp. (TSX-V: BNKR) (OTCQB: BHLL) is pleased to announce that it has closed its previously announced bought deal private placement of units of the Company. The Company issued (i) 206,250,000 Units at a price per Unit of C$0.12 for gross proceeds of C$24,750,000, which includes the full exercise of the underwriters’ over-allotment option; and (ii) 225,000,000 Units at a price per Unit of US$0.08711 for gross proceeds of US$19,599,750 (C$27,104,4941). The total gross proceeds of the Offering, expressed in Canadian Dollars was C$51,854,494.2 Teck Resources Limited  subscribed for 223,786,706 Units of the USD Offering.

 

Each 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 Common Share at an exercise price of C$0.17 per Warrant Share for 60 months after issuance.

 

The Offering was completed by a lead underwriter, acting on its own behalf and on behalf of a syndicate of underwriters.

 

Net proceeds of the Offering are anticipated to be used to support the construction, start-up and ramp-up of the Bunker Hill Zinc-Silver-Lead Mine in the Silver Valley, Idaho.

 

Immediately prior to the date hereof, Teck beneficially owned, directly or indirectly, or exercised control or direction over, 219,079,378 Common Shares and warrants to purchase an additional 100,598,716 Common Shares, representing approximately 23.6% of the issued and outstanding Common Shares on a non-diluted basis and approximately 31.1% on a partially diluted basis. Upon closing of the Offering, Teck now beneficially owns, directly or indirectly, or exercises control or direction over 442,866,084 Common Shares and warrants to purchase an additional 324,385,422 Common Shares, representing approximately 32.6% of the issued and outstanding Common Shares on a non-diluted basis and, assuming the exercise of all warrants now held by Teck, approximately 45.6% on a partially diluted basis.

 

Teck’s purchase of the Units under the USD Offering is being made for investment purposes. Teck may determine to increase or decrease its investment in the Company depending on market conditions and any other relevant factors. This release is required to be issued under the early warning requirements of applicable securities laws. Teck’s head office is located at Suite 3300 – 550 Burrard Street, Vancouver, BC, V6C 0B3. In satisfaction of the requirements of the National Instrument 62-104 – Take-Over Bids And Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, early warning reports respecting the acquisition of Common Shares and Warrants to purchase additional Common Shares by Teck or its affiliates will be filed under the Company’s SEDAR+ at www.sedarplus.ca. A copy of Teck’s early warning report to be filed in connection with the USD Offering may also be obtained by contacting Dale Steeves at 236-987-7405.

 

In connection with the closing of the Offering, the Company paid to the Underwriters aggregate cash fees in the amounts of C$1,455,480 and US$1,175,985 and issued to the Underwriters an aggregate of 25,325,428 non-transferrable compensation options representing: (i) 6% of the gross proceeds of the Offering, other than the gross proceeds raised from certain sales pursuant to a president’s list; and (ii) 3.0% of the gross proceeds raised from President’s List Sales. Each Compensation Option is exercisable to acquire one Common Share of the Company at a price of C$0.12 per share for a period of 24 months from the date hereof, less any amount of cash fees and Compensation Options paid and issued to a finder.

 

The Company paid a finder a cash fee of C$52,005 representing 3.333% of the gross proceeds of the CAD Offering from subscribers introduced by such finder to the Company; and issued to certain principals of such finder an aggregate of 520,052 Compensation Options representing 4.0% of the Units sold under the Offering to the Introduced Subscribers. The Compensation Options are non-transferrable.

 

Due to Teck’s shareholdings, and certain other insider participation, the Offering constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Shareholder Approval. The Company has relied on the exemptions from valuation and minority shareholder approval requirements of MI 61-101 as the Company received the consent of a disinterested arm’s length control person of the Company that beneficially owns, or exercises control or direction over, voting securities of the Company that carry greater voting rights than the voting securities beneficially owned, or over which control or direction is exercised, by Teck and that is also arm’s length of Teck. Control person and insider participation accounted for an aggregate of 224,353,706 Units sold under the Offering.

 

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

 

The securities issued under the Offering are subject to a statutory hold period of four months and one day in accordance with applicable Canadian securities laws, due to expire on January 30, 2026, and to a minimum concurrent six-month hold period in accordance with applicable U.S. securities laws.

 

Posted September 29, 2025

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