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Current Report · Items 2.01, 3.02, 3.03, 5.02, 5.03, 7.01, 9.01 · 8-K

BUNKER HILL MINING CORP

Completion of Acquisition or Disposition of Assets · Unregistered Sales of Equity Securities · Material Modification to Rights of Security Holders · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Regulation FD Disclosure

Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note and under Item 3.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in its entirety into this Item 2.01. At the effective time of the Arrangement (the “ Effective Time ”), among other things:…

Filed Nov 10, 2026Accepted Nov 10, 2026, 4:54 PM ESTCIK 1407583Accession 0001493152-26-051009
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Company context

We were incorporated for the purpose of mineral exploration at the Bunker Hill Mine. We have moved into the development stage concurrent with (i) purchasing the mine and a process plant, (ii) completing successive technical and economic studies, including a Prefeasibility Study, (iii) delineating mineral reserves, and (iv) advancing the construction of the facilities. Subject to securing additional financing discussed in Item 7, “Subsequent Events” operations are planned to commence in mid-2026.

Current securities

Historical securities (12)

Recent company filings

  1. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Submission of Matters to a Vote of Security Holders · Regulation FD DisclosureOct 28, 2026
  2. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet ArrangementOct 19, 2026
  3. EFFECT filingOct 6, 2026
  4. 424B3 filingOct 6, 2026
  5. Financial Statements and ExhibitsSep 30, 2026

Disclosure sections

Items 2.01, 3.02, 3.03, 5.02, 5.03, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 2.01Item 2.01 - Completion of Acquisition
Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note and under Item 3.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in its entirety into this Item 2.01. At the effective time of the Arrangement (the “ Effective Time ”), among other things: Each Silver47 shareholder received 0.1724 (the “Exchange Ratio”) shares of common stock, par value $0.000001 per share, of Bunker Hill (“Bunker Hill Common Stock” and each share of Bunker Hill Common Stock, a “Bunker Hill Share”) in exchange for each Silver47 Share held immediately prior to the completion of the Arrangement (the “Consideration Shares”); provided that no fractional Bunker Hill Shares were issued in the Arrangement, and where the aggregate number of Bunker Hill Shares to be issued to a person as consideration under or as a result of the Arrangement resulted in a fraction, the number of Bunker Hill Shares received by that securityholder was rounded down to the nearest whole Bunker Hill Share, and no person was entitled to any compensation in respect of a fractional Bunker Hill Share. Each Silver47 option (a “Silver47 Option”) outstanding immediately prior to the Effective Time, whether vested or unvested, was exchanged for an option (each, a “Replacement Option”) to acquire Bunker Hill Shares equal to (rounded down to the nearest whole number) the number of Silver47 Shares subject to such Silver47 Option immediately prior to the Effective Time multiplied by the Exchange Ratio, with the exercise price per Bunker Hill Share subject to a Replacement Option equal to the exercise price per Silver47 Share subject to the corresponding Silver47 Option immediately before the Effective Time divided by the Exchange Ratio (with the aggregate exercise price payable on any particular exercise rounded up to the nearest whole cent). Each Replacement Option is exercisable until the original expiry date of the corresponding Silver47 Option, except that Replacement Options held by or on behalf of an individual who did not continue as a director, officer, employee or consultant of Bunker Hill or any of its affiliates (including Silver47) following 60 days after the Closing Date expire on the earlier of (i) the original expiry date of the Silver47 Option and (ii) the date that is 120 days following the Closing Date. Each Silver47 restricted share unit (a “Silver47 RSU”) outstanding immediately prior to the Effective Time, whether vested or unvested, was deemed to be immediately and unconditionally vested and was settled by Silver47 at the Effective Time, net of applicable withholdings, in exchange for Silver47 Shares, which were transferred to Bunker Hill under the Plan of Arrangement, after which the holders were treated as Silver47 shareholders for purposes of the Arrangement. Each Silver47 warrant (a “Silver47 Warrant”) outstanding immediately prior to the Effective Time, whether vested or unvested, was exchanged for a warrant (each, a “Replacement Warrant” and, together with the Replacement Options, “Replacement Convertible Securities”) to acquire from Bunker Hill a number of Bunker Hill Shares equal to the number of Silver47 Shares subject to the Silver47 Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole Bunker Hill Share, with the exercise price per Bunker Hill Share subject to a Replacement Warrant equal to the exercise price per Silver47 Share subject to the corresponding Silver47 Warrant immediately before the Effective Time divided by the Exchange Ratio (with the aggregate exercise price payable on any particular exercise rounded up to the nearest whole cent). Replacement Warrants otherwise have the same terms, including expiry, as the corresponding Silver47 Warrants, subject to the exercise limitations and cashless exercise rights set forth in the applicable Supplemental Warrant Agreement, as described below. In connection with the Arrangement, Bunker Hill, Silver47, Odyssey Trust Company, as resigning warrant agent, and Computershare Trust Company of Canada, as successor warrant agent (and, in the case of the supplemental indenture relating to the June 17, 2025 warrant indenture, Summa Silver Corp.), entered into Supplemental Warrant Agreements, dated as of November 6, 2026 (the “ Supplemental Warrant Agreements ”), relating to the warrant agreements, dated June 17, 2025, September 16, 2025, and January 14, 2026, governing certain Silver47 Warrants (the “ Existing Warrant Agreements ”). The Supplemental Warrant Agreements provide for the resignation of Odyssey Trust Company as warrant agent, the appointment of Computershare Trust Company of Canada as successor warrant agent and the transfer to Computershare Trust Company of Canada of the rights, powers, duties and obligations of the warrant agent under the Existing Warrant Agreements. The Supplemental Warrant Agreements also add provisions to the Existing Warrant Agreements pursuant to which, if Bunker Hill determines that no registration statement registering the Bunker Hill Shares issuable upon exercise of the applicable Replacement Warrants is effective, or that the use of any such registration statement is suspended, no holder will be permitted to exercise such Replacement Warrants unless an exemption from the registration requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), and applicable state securities laws is available. In that event, until the earlier of (i) such registration statement becoming effective or ceasing to be suspended and (ii) 5:00 p.m. (Vancouver time) on August 1, 2027, September 16, 2028 or January 14, 2029, as applicable, such Replacement Warrants may also be exercised on a cashless basis in accordance with the formula set forth in the applicable Supplemental Warrant Agreement if the current market price of the Bunker Hill Shares exceeds the applicable exercise price. In addition, if Bunker Hill determines that U.S. state securities laws are not preempted with respect to exercises of such Replacement Warrants, Bunker Hill may elect, by written notice to the warrant agent, to permit such exercises on a cashless basis in accordance with such formula. The foregoing description of the Supplemental Warrant Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Supplemental Warrant Agreements, which are filed as Exhibits 4.1, 4.2 and 4.3 to this Current Report on Form 8-K and are incorporated by reference herein.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02. Unregistered Sales of Equity Securities. The information disclosed under Item 2.01 is incorporated into this Item 3.02 in its entirety. On the Closing Date, Bunker Hill issued approximately 36,325,517 Consideration Shares, and the outstanding Silver47 Options and the outstanding Silver47 Warrants were exchanged for approximately 2,907,755 Replacement Options and approximately 10,993,476 Replacement Warrants, respectively. The securities issued pursuant to the Arrangement Agreement on the Closing Date were issued in reliance upon Section 3(a)(10) of the Securities Act. The Consideration Shares represent approximately 43% of the outstanding shares of Bunker Hill Common Stock immediately following the Effective Time. Section 3(a)(10) of the Securities Act exempts from the registration requirements under the Securities Act the issuance of securities which have been approved, after a hearing upon the substantive and procedural fairness of the terms and conditions of the relevant transaction, at which all persons to whom it is proposed the securities will be issued shall have the right to appear, by any court expressly authorized by law to grant such approval. Prior to the special meeting of Silver47 shareholders, Silver47 obtained an interim order from the Supreme Court of British Columbia (the “ Court ”) providing for notice to all persons to whom the Consideration Shares and the Replacement Convertible Securities would be issuable and confirming their right to appear at the hearing for the final order. Following a hearing at which Silver47 securityholders that received Consideration Shares and Replacement Convertible Securities had the right to appear, the Court issued a final order on November 2, 2026 declaring the substantive and procedural fairness of the terms and conditions of the Plan of Arrangement to such Silver47 securityholders.
Item 3.03Item 3.03 - Material Modification to Rights
Item 3.03. Material Modification to Rights of Security Holders. The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference in its entirety into this Item 3.03.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously announced, pursuant to Bunker Hill’s entry into the Arrangement Agreement, Bunker Hill’s Board of Directors (the “ Board ”) approved the appointment of Mr. Gary R. Thompson and Mr. Galen McNamara to the Board, effective at, and contingent upon, the completion of the Arrangement. Effective as of the completion of the Arrangement on the Closing Date, the Board increased the number of its directors from five to seven, and Mr. Thompson and Mr. McNamara were appointed to the Board, each to serve until Bunker Hill’s next annual meeting of stockholders or his earlier resignation or removal. Also effective as of the completion of the Arrangement on the Closing Date, pursuant to the Arrangement Agreement, Mr. McNamara was appointed as the President and Chief Investment Officer of Bunker Hill, with Sam Ash ceasing to serve as the President of Bunker Hill effective as of such time (Mr. Ash remains as the Chief Executive Officer of Bunker Hill). On November 10, 2026, Mr. Thompson notified Bunker Hill of his intention to resign as a director of Bunker Hill, effective immediately. Mr. Thompson’s resignation was not the result of any dispute or disagreement with Bunker Hill or the Board on any matter relating to the operations, policies or practices of Bunker Hill. Mr. McNamara, age 42, is the former Chief Executive Officer of Silver47, a position he held from August 2025 to the Closing Date. Prior to that, he was the Chief Executive Officer of Summa Silver Corp., a Canadian mineral exploration company, a position he held from May 2020 to August 2025. Mr. McNamara is also the Chief Executive Officer of Manhattan Uranium Discovery Corp., a Canadian resource company that explores and develops uranium properties, a position he has held since November 2020. Mr. McNamara has served as a director of Manhattan Uranium Discovery Corp. since November 2020, served as a director of Gold X2 Mining, a Canadian gold development company, from May 2021 to June 2025, and served as a director of Silver47 from August 2025 to the Closing Date. Mr. McNamara received a Bachelor of Science in Geology and a Master of Science in Geology from Laurentian University. There are no family relationships between Mr. McNamara and any director or executive officer of Bunker Hill and there are no transactions involving Bunker Hill that would be required to be reported pursuant to Item 404(a) of Regulation S-K. Mr. McNamara entered into a term sheet with Bunker Hill on November 5, 2026 (the “ Term Sheet ”). Pursuant to the Term Sheet, Mr. McNamara will be paid C$420,000 per year, payable monthly in arrears and is eligible to participate in Bunker Hill’s short term and long-term incentive plans. The short-term and long-term targets for Mr. McNamara are 70% and 100% of the annual fee respectively. The foregoing description of the Term Sheet is qualified in its entirety by reference to the full text of the Term Sheet, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in its entirety into this Item 5.03. In connection with the completion of the Arrangement, Bunker Hill filed a Certificate of Amendment to its Second Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada in the form attached hereto as Exhibit 3.1 (the “ Authorized Share Amendment ”) to increase the number of authorized shares of Bunker Hill Common Stock from 100,000,000 shares to 400,000,000 shares, such amendment having been approved by the Board and by Bunker Hill’s stockholders at Bunker Hill’s special meeting of stockholders held on October 28, 2026, which amendment became effective as of November 4, 2026. Also in connection with the completion of the Arrangement, Bunker Hill filed a Certificate of Amendment to its Second Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada in the form attached hereto as Exhibit 3.2 (the “ Name Change Amendment ”) to change its name from “Bunker Hill Mining Corp.” to “Bunker Hill Silver Corp.”, such amendment having been approved by the Board, which amendment became effective as of the Closing Date. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Authorized Share Amendment and the Name Change Amendment, which are filed as Exhibit 3.1 and Exhibit 3.2 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure. On November 6, 2026, Bunker Hill issued a press release announcing, among other matters, the completion of the Arrangement. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference. On November 9, 2026, Bunker Hill issued a press release announcing, among other matters, the change of the name of Bunker Hill. A copy of the press release is furnished as Exhibit 99.2 and is incorporated herein by reference. The information provided under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K, is being furnished and is not deemed to be “filed” with the SEC for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of Bunker Hill under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing.
Filed exhibits (5)
EX-4.1 (by filename) ex4-1.htm

Exhibit 4.1 SUPPLEMENTAL WARRANT INDENTURE THIS AGREEMENT made as of the 6th day of November, 2026 AMONG: SILVER47 EXPLORATION CORP., ──────────────────────────────────────────────────────────────────────────────────────────────────────── a corporation existing under the laws of the Province of British Columbia (“Silver47”) AND: BUNKER HILL MINING CORP., a corporation existing under the laws of Nevada. (the “Company”) AND: ODYSSEY TRUST COMPANY, a trust company continued under the laws of Canada and authorized to carry on business in all provinces of Canada. (“Resigning Warrant Agent”) AND: COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the Trust and Loan Companies Act (Canada). (“Computershare”) WHEREAS the Company and Silver47 entered into an arrangement agreement on August 20, 2026 (the “ Arrangement Agreement ”) whereby, among other things, the Company agreed to acquire all of the issued and outstanding common shares of Silver47 (the “ Silver47 Shares …

Open exhibit ↗
EX-4.2 (by filename) ex4-2.htm

Exhibit 4.2 SUPPLEMENTAL WARRANT INDENTURE THIS AGREEMENT made as of the 6th day of November, 2026 AMONG: SILVER47 EXPLORATION CORP., ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── a corporation existing under the laws of the Province of British Columbia (“Silver47”) AND: SUMMA SILVER CORP., a corporation existing under the laws of the Province of British Columbia (“Summa”) AND: BUNKER HILL MINING CORP., a corporation existing under the laws of Nevada. (the “Company”) AND: ODYSSEY TRUST COMPANY, a trust company continued under the laws of Canada and authorized to carry on business in all provinces of Canada. (“Resigning Warrant Agent”) AND: COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the Trust and Loan Companies Act (Canada) (“…

Open exhibit ↗
EX-4.3 (by filename) ex4-3.htm

Exhibit 4.3 SUPPLEMENTAL WARRANT INDENTURE THIS AGREEMENT made as of the 6th day of November, 2026 AMONG: SILVER47 EXPLORATION CORP., ─────────────────────────────────────────── a corporation existing under the laws of the Province of British Columbia (“ Silver47 ”) AND: BUNKER HILL MINING CORP., ─────────────────────────────────────── a corporation existing under the laws of Nevada. (the “ Company ”) AND: ODYSSEY TRUST COMPANY, ──────────────────────────────────── a trust company continued under the laws of Canada and authorized to carry on business in all provinces of Canada. (“ Resigning Warrant Agent ”) AND: COMPUTERSHARE TRUST COMPANY OF CANADA, ───────────────────────────────────────── a trust company existing under the Trust and Loan Companies Act (Canada). (“ Computershare ”) WHEREAS the Company and Silver47 entered into an arrangement agreement on August 20, 2026 (the “ Arrangement Agreement ”) whereby, among other things, the Company agreed to acquire all of the issued and outstanding common shares of Silver47 (the “ Silver47 Shares ”) for consideration of 0.1724 (the “ Exchange Ratio ”) of a share of common stock…

Open exhibit ↗
EX-99.1 (by filename) ex99-1.htm

Exhibit 99.1 BUNKER HILL AND SILVER47 COMPLETE MERGER TO CREATE A ‘MADE IN AMERICA’ U.S. SILVER & CRITICAL MINERALS PRODUCER KELLOGG, IDAHO | VANCOUVER, BRITISH COLUMBIA, November 6, 2026 - Bunker Hill Mining Corp. (“Bunker Hill”) (TSX: BNKR | OTCQB: BHLL), and Silver47 Exploration Corp. (“Silver47”) (TSXV: AGA | OTCQX: AAGAF | Frankfurt: QP2) are pleased to announce the completion of their previously announced merger (the “ Transaction ”), pursuant to which Bunker Hill acquired all of the issued and outstanding common shares of Silver47 (each, a “ Silver47 Share ”) by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the “ Arrangement ”). Following closing, the combined company (the “ Combined Company ”) intends to change its name to “Bunker Hill Silver Corp.” and will continue to be listed on the Toronto Stock Exchange (the “ TSX ”). Richard Williams, Executive Chairman of Bunker Hill, commented: “This merger represents a transformational and timely opportunity to create a leading American mining company focused on strengthening the US domestic metal supply chains at a time of intensifying global competition. I congratulate all…

Open exhibit ↗
EX-99.2 (by filename) ex99-2.htm

Exhibit 99.2 BUNKER HILL ANNOUNCES NAME CHANGE TO BUNKER HILL SILVER CORP. KELLOGG, IDAHO, USA - November 9, 2026 - Bunker Hill Mining Corp. (“ Bunker Hill ” or the “ Company ”) ( TSX: BNKR | OTCQB: BHLL ) announces that, further to the Company’s news releases dated August 21, 2026, and November 6, 2026, the Company’s corporate name has been changed from “Bunker Hill Mining Corp.” to “Bunker Hill Silver Corp.” (the “ Name Change ”). The shares of common stock of the Company (the “ Common Shares ”) are expected to commence trading on the Toronto Stock Exchange (the “ TSX ”) under the new name “Bunker Hill Silver Corp.” at the opening of trading on or about Wednesday, November 11, 2026. The Common Shares will continue to trade on the TSX under the ticker symbol “BNKR” and be quoted on the OTCQB under the root symbol “BHLL”. The Company’s CUSIP number (120613823) and ISIN (US1206138232) remain the same after the Name Change. Certificates and direct registration system statements representing Common Shares, share purchase warrants and other convertible securities of the Company will not be affected by the Name Change and securityholders will not be required to exchange their securi…

Open exhibit ↗

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