Bunker Hill Announces C$45 Million “Bought Deal” Private Placement of Units Kellogg, Idaho, USA
/ NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES /
BUNKER HILL ANNOUNCES C$45 MILLION “BOUGHT DEAL” PRIVATE
PLACEMENT OF UNITS
KELLOGG, IDAHO, USA | VANCOUVER, BRITISH COLUMBIA, CANADA – September 5, 2025 – Bunker Hill Mining
Corp. (“Bunker Hill” or the “Company”) (TSX-V: BNKR |OTCQB: BHLL) is pleased to announce that it has entered
into an agreement with Haywood Securities Inc. (“ Haywood”), as lead underwriter and sole bookrunner, on its
own behalf and on behalf of a syndicate of underwriters (together with Haywood, the “ Underwriters”) pursuant
to which the Underwriters have agreed to purchase, on a " bought deal" private placement basis, 375,000,000
units of the Company (the “Units”) at a price per Unit of C$0.12 (the “ Issue Price”) for aggregate gross proceeds
to the Company of C$45,000,000 (the “Offering”).
Each Unit will consist of one share of common stock of the Company (a “Common Share”) and one common stock
purchase warrant of the Company (a “Warrant”). Each Warrant will entitle the holder thereof to acquire one share
of common stock of the Company (a “ Warrant Share”) at a price per Warrant Share of C$0.17 for a period of 60
months from the Closing Date (as defined herein).
The Company has agreed to grant the Underwriters an option (the “Underwriters’ Option”) to purchase up to an
additional 56,250,000 Units at the Issue Price, exercisable in whole or in part at any time up to 48 hours prior to
the Closing Date.
A cornerstone investor is expected to subscribe for approximately US$19,600,000 in Units under the Offering (the
“Cornerstone Subscription ”). A separate cornerstone investor is expected to subscribe for approximately
US$5,000,000 in Units under the Offering. Completion of the Offering is subject to the Cornerstone Subscription
closing.
The Company intends to use the net proceeds of the Offering to advance the construction of the Bunker Hill Mine
and move it to commercial production, and for general corporate and working capital purposes.
The Offering is being made to eligible substituted purchasers resident in each of the Provinces of Canada and
Territories of Canada in accordance with National Instrument 45 -106 – Prospectus Exemptions . and/or in
jurisdictions other than Canada that are mutually agreed to by the Company and Haywood, subject to compliance
with applicable regulatory requirements. The securities issued under the Offering will be subject to a statutory
hold period in Canada expiring four months and one day from the closing date of the Offering.
The Offering is expected to close on September 29, 2025 , and is subject to certain closing conditions including,
but not limited to, the receipt of all necessary approvals including the conditional listing approval of the TSX
Venture Exchange (“TSXV”) and the applicable securities regulatory authorities.
In consideration for their services, the Company has agreed to pay the Underwriters a cash commission equal to
6.0% of the gross proceeds from the Offering and that number of non -transferable compensation options (the
“Compensation Options ”) as is equal to 6.0% of the aggregate number of Units sold under the Offering. Each
Compensation Option is exercisable to acquire one share of common stock of the Company at a price equal to the
lowest price permitted under TSXV policies for a period of 24 months from the Closing Date.
The Units have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may
not be offered or sold in the United States absent registration or an applicable exemption from the registration
requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
The securities to be issued under the Offering will be subject to statutory hold period of four months and one day
in accordance with applicable Canadian securities laws and to a minimum concurrent six -month hold period in
accordance with applicable U.S. securities laws. Such securities have not been registered under 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 securi ties laws or compliance with requirements of an applicable
exemption therefrom. This news release shall 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 other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such
state or other jurisdiction.
ABOUT BUNKER HILL MINING CORP.
Bunker Hill is an American mineral exploration and development company focused on revitalizing our 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
Mining Corp. aims to maximize shareholder value while responsi bly harnessing the mineral wealth in the Silver
Valley mining district by concentrating our efforts on this single, high -potential asset. Information about the
Company is available on its website, www.bunkerhillmining.com, or within the SEDAR+ and EDGAR databases.
On behalf of Bunker Hill Mining Corp.
Sam Ash
President and Chief Executive Officer
For additional information, please contact:
Brenda Dayton
Vice President, Investor Relations
T: 604.417.7952
Cautionary Statements
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this news release.
Certain statements in this news 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 U.S. Securities Act and
Section 21E of the U.S. 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 statemen ts”). 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”, “plan” or variations of such
words and phrases.
Forward-looking statements in this news release include, but are not limited to, statements regarding: the Offering,
including the expected Closing Date and the availability of MI 61 -101 exemptions; the intended use of the net
proceeds of the Offering; the grant or exercise of the Over-Allotment Option; the receipt of all regulatory and stock
exchange approvals, including the approval of the TSX -V; the Company’s ability to secure sufficient project
financing to complete the construction of the Bunker Hill Mine and move it to commercial production in a manner
that maximizes shareholder value.
Forward-looking statements reflect material expectations and assumptions, including, without limitation,
expectations and assumptions relating to: Bunker Hill’s ability to receive sufficient project financing for the
construction of the Bunker Hill Mine on an acceptable timeline, on acceptable terms, or at all; our ability to service
our existing debt and meet the payment obligations thereunder; further drilling and geotechnical work supporting
the planned restart and operations at the Bunker Hill Mine; the future price of metals; and the stability of the
financial and capital markets. Factors that could cause actual results to differ materially from such forward-looking
statements include, but are not limited to, those risks and uncertainties identified in public filings made by Bunker
Hill with the U.S. Securities and Exchange Commission (the “ SEC”) and with applicable Canadian securities
regulatory authorities, and the following: Bunker Hill’s ability to use the net proceeds of the Offering in a manner
that will increase the value of stockholders’ investments; the dilution of current stockholders as a result of the
consummation of the Offering; Bunker Hill’s ability to operate as a going concern and its history of losses; Bunker
Hill’s inability to raise ad ditional capital for project activities, including through equity financings, concentrate
offtake financings or otherwise; the fluctuating price of commodities; capital market conditions; restrictions on
labor and its effects on international travel and su pply chains; failure to identify mineral resources; further
geotechnical work not supporting the continued development of the Bunker Hill Mine or the results described
herein; failure to convert estimated mineral resources to reserves; the preliminary natu re of metallurgical test
results; the Company’s ability to raise sufficient project financing, on acceptable terms or at all, to restart and
develop the Bunker Hill Mine and the risks of not basing a production decision on a feasibility study of mineral
reserves demonstrating economic and technical viability, resulting in increased uncertainty due to multiple
technical and economic risks of failure which are associated with this production decision including, among others,
areas that are analyzed in more de tail in a feasibility study, such as applying economic analysis to resources and
reserves, more detailed metallurgy and a number of specialized studies in areas such as mining and recovery
methods, market analysis, and environmental and community impacts and, as a result, there may be an increased
uncertainty of achieving any particular level of recovery of minerals or the cost of such recovery, including
increased risks associated with developing a commercially mineable deposit, with no guarantee that prod uction
will begin as anticipated or at all or that anticipated production costs will be achieved; the Company requiring
additional capital expenditures than anticipated, resulting in delays in the expected restart timeline; failure to
commence production would have a material adverse impact on the Company’s ability to generate revenue and
cash flow to fund operations; failure to achieve the anticipated production costs would have a material adverse
impact on the Company’s cash flow and future profitability; delays in obtaining or failures to obtain required
governmental, environmental or other project approvals; political risks; changes in equity markets; uncertainties
relating to the availability and costs of financing needed in the future; the inability of the Company to budget and
manage its liquidity in light of the failure to obtain additional financing, including the ability of the Company to
complete the payments pursuant to the terms of the agreement to acquire the Bunker Hill Mine complex; inflation;
changes in exchange rates; fluctuations in commodity prices; delays in the development of projects; and capital,
operating and reclamation costs varying significantly from estimates and the other risks involved in the mineral
exploration and development industry. Although the Company believes that the assumptions and factors used in
preparing the forward-looking statements in this news release are reasonable, undue reliance should not be placed
on such statements or information , which only applies as of the date of this news release, and no assurance can
be given that such events will occur in the disclosed time frames or at all, including as to whether or when the
Company will achieve its project finance initiatives, or as to t he actual size or terms of those financing initiatives,
or whether and when the Company will achieve its operational and construction targets. The Company disclaims
any intention or obligation to update or revise any forward -looking information, whether as a result of new
information, future events or otherwise, other than as required by law. No stock exchange, securities commission
or other regulatory authority has approved or disapproved the information contained herein.
Readers are cautioned that the foregoing risks and uncertainties are not exhaustive. Additional information on
these and other risk factors that could affect the Company’s operations or financial results are included in the
Company’s annual report and may be accessed through the SEDAR+ website ( www.sedarplus.ca) or through
EDGAR on the SEC website (www.sec.gov).