10 K Dec 31 2025

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# 10 K Dec 31 2025

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# 10 K Dec 31 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
Commission file number: 333-150028
BUNKER HILL MINING CORP.
(Exact name of registrant as specified in its charter)
Nevada 32-0196442
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1009 McKinley Ave
Kellogg, Idaho, U.S.A. 83837
(Address of principal executive offices) (Zip Code)
(604) 417-7952
(Registrant’s Telephone Number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange
Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of
the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15
U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial
statements of the registrant included in the filing reflect the correction of an error to previously issued financial
statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of
incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery
period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of June 30, 2025, the aggregate market value of the voting and non-voting shares of common stock of the registrant
issued and outstanding on such date, excluding shares held by affiliates of the registrant as a group, was $78,398,964.
Number of shares of common stock outstanding as of March 5, 2026: 45,618,400
TABLE OF CONTENTS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 3
PART I 5
ITEM 1. BUSINESS 5
ITEM 1A. RISK FACTORS 16
ITEM 1B. UNRESOLVED STAFF COMMENTS 27
ITEM 1C. CYBERSECURITY 27
ITEM 2. PROPERTIES 28
ITEM 3. LEGAL PROCEEDINGS 38
ITEM 4. MINE SAFETY DISCLOSURES 39
PART II 39
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 39
ITEM 6. [RESERVED] 42
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 42
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 45
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 46
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE 87
ITEM 9A. CONTROLS AND PROCEDURES 87
ITEM 9B. OTHER INFORMATION 88
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS 88
PART III 89
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE 89
ITEM 11. EXECUTIVE COMPENSATION 91
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS 93
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE 94
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 94
PART IV 95
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 95
ITEM 16. FORM 10-K SUMMARY 97
SIGNATURES 98
2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Bunker Hill Mining Corp. (“Bunker Hill,” “BHMC,” “we,” “us,” “our” or the “Company”) is a U.S. domestic issuer
for U.S. Securities and Exchange Commission (the “SEC”) purposes, it is required to report its financial results under
U.S. Generally Accepted Accounting Principles (“U.S. GAAP”), and its shares of common stock trade on the TSX
Venture Exchange (the “TSXV”) and the OTCQB Venture Market.
This Annual Report on Form 10-K (this “Annual Report”), including “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in Item 7 of this report, contains “forward-looking statements” within
the meaning of the Securities Act (as defined below) and the Exchange Act (as defined below), and “forward-looking
information” within the meaning of Canadian securities laws (collectively, “forward-looking statements”). Any
statements that express or involve discussions with respect to business prospects, predictions, expectations, beliefs,
plans, intentions, projections, objectives, strategies, assumptions, future events, performance or exploration and
development efforts using words or phrases (including negative and grammatical variations) such as, but not limited
to, “expects,” “anticipates,” “plans,” “estimates,” “intends,” “forecasts,” “likely,” “projects,” “believes,” “seeks,” or
stating that certain actions, events or results “may,” “could,” “would,” “should,” “might” or “will” be taken, occur or
be achieved, are not statements of historical fact and may be forward-looking statements. Although we believe that
our plans, intentions, and expectations reflected in these forward-looking statements are reasonable, we cannot be
certain that these plans, intentions, and expectations will be achieved. Actual results, performance, or achievements
could differ materially from those contemplated, expressed or implied by the forward-looking statements contained
in this Annual Report. Forward-looking statements in this Annual Report include, but are not limited to, statements
regarding the following:
● our business, prospects, and overall strategy;
● our progress in the development of our Bunker Hill Mine mining operation and the timing of that progress;
● our ability to commence the restart of the Bunker Hill Mine on our planned timeline;
● planned or estimated expenses and capital expenditures, including the Bunker Hill Mine’s expected costs of
construction, commissioning, and operation and the sources of funds to pay for such costs;
● our ability to secure required capital, to complete the development of the Bunker Hill Mine and support
corporate needs;
● our ability to complete an uplist to a national stock exchange if so determined to be in the best interest of our
shareholders; and the timing of any uplisting, if so applied for;
● our ability to advance and complete our planned mineral resource update and the potential that those results
will create additional mineral resource; and
● any further initiatives or advancements that may be undertaken relating to the Bunker Hill Mine.
Forward-looking statements are based on our current expectations and assumptions that are subject to a variety of
known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially
from those expressed or implied by the forward-looking statements, including, but not limited to, the following:
● the sufficiency of existing cash resources to enable us to continue operations for the next 12 months as a
going concern;
● we may not able to achieve our targeted production timeline for the Bunker Hill Mine which would increase
the Company’s required capital needs through the completion of the project;
● we may not be able to secure additional funding, to support operations of the Bunker Hill Mine;
● payment bonds securing the U.S. Environmental Protection Agency (the “EPA”) cost recovery costs may not
be renewed or not be renewable on acceptable terms;
● the Company has a history of losses and may to continue to incur losses in the future;
● commodity price volatility could have dramatic effects on the results of our planned operations and the
Company’s ability to execute its business plan;
● the impact of existing or new and/or increased tariffs and other trade restrictions on the global trade industry;
● the Company’s development and production plans, metal recoveries and cost estimates, in its reserve and
resource estimates may vary and/or not be achieved;
● the Idaho Department of Environmental Quality (“IDEQ”) wastewater treatment costs payable by the
Company are not controlled by the Company;
● estimates of mineral reserves and resources are subject to evaluation uncertainties that could materially
impact the Bunker Hill Mine project;
● we are subject to changing governmental regulations that can affect current and planned operations;
● our ability to maintain required permits and licenses to advance our Bunker Hill Mine into production;
● our activities are subject to environmental laws and regulations that may change and increase the cost of
doing business and restrict our operations;
● social and environmental activism may have an adverse effect on the reputation and financial condition of
the Company or our relationship with the communities in which we operate;
● a shortage of equipment and supplies could adversely affect our ability to operate our business after
commencement of operations;
● Our partnerships, including offtake arrangements, may expose the Company to overly burdensome costs or
business risks;
3
● the Company may experience difficulty attracting and retaining qualified personnel to meet the needs of our
anticipated growth;
● title to the Company’s properties may be subject to other claims that could affect our property rights and
mineral claims;
● the Company may be unable to secure or purchase additional required surface rights;
● the Company’s properties and operations are subject to litigation claims, including the Crescent Mine
litigation, which may impact our business or operations;
● the Company’s operations are dependent on information technology systems that may be subject to network
disruptions or cyber-attacks;
● the Company’s common stock price can be volatile and subject to short interest activity, and as a result,
investors could lose all or part of their investment;
● investors’ interests in the Company will be diluted and investors may suffer dilution in their net book value
per share of common stock if the Company issues ad

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