BHLL 10-K & 10-Q changes, risk factors and insider trading

The Bunker Hill Mine restart hasis beentargeted delayed tofor HY1 2026. Further changes to this timeline, or other factors impacting the restart restart, including project budget,budget willincreases increaseor delays in equipment or construction activities, would impact the Company’s requiredability to restart timely or require additional capital needs through the completion of the project,, which would adversely adverselyaffect affectthe Company’s ability to successfully restart the Mine and ultimately impact the Company’s ability to secure additional funding funding,after restart, thereby adversely affecting itsour financial condition.

However,The the estimated timing and budget estimates of the Bunker Hill Mine restart is subject to change further based on factors beyond the Company’s control, including but not limited to supply chain dynamics. In addition, the Company’s pre-production budget estimates are subject to change further based on factors beyond its control, including but not limited to cost inflation and supply chain dynamics.control. Any further increase in the Company’s pre-production budget estimates could have a materially adverse impact on the Company’s ability to secure additional financing. This could have a material adverse effect on the Company’s financial financial condition, results of operations, or prospects. Sales of substantial amounts of securities will have a highly dilutive effect on the Company’s ownership or share structure. Sales of a large number of shares of Company common stock in the public markets, or the potential for such sales, could decrease the trading price of the common stock and could impair the Company’s ability to raise capital through future sales of common stock. The Company is a pre-production development company, and has not yet commenced commenced commercial production and, therefore, has not generated positive cash flows and has no reasonable prospects of doing so unless unless successful commercial production can be achieved at the Mine. The Company expects to continue to incur negative investing and operating cash flows until such time as it enters into successful commercial production. This will require the Company to deploy its working capital to fund such negative cash flow and to possibly seek additional sources of capital. There is no assurance that additional capital will be available or sufficient to meet the Company’s requirements, or if available, upon terms acceptable to the Company. There is no assurance that the Company will be able to continue to raise equity capital, secure additional debt financing, or secure other financing. As a resultresult, the Company may not be able to timely continue its development plans or continue as a going concern.

In 2022, the Company secured financial assurance in the form of payment bonds in accordance with the revised settlement agreement with the EPA, in relation to $14,000,000 of payments due to the EPA for cost recovery between 2025 and 2029. These bonds are renewed annually, and as of December 31, 2024,2025, require $4,475,000$2,975,000 of collateral in the form of lettersrestricted of credit.cash. To the extent that the parties providing the payment bonds demand additional collateral beyond the current requirements, or other unfavorable terms or conditions, the Company may not be able to renew the payment bonds on favorable conditions, or at all. This could have a materially adverse impact on the Company, including a potential default under the revised settlement agreement with the EPA.

Since its inception, the Company has had no revenue from operations. The Company has no history of producing concentrates from the Bunker Hill Hill Mine. The Mine is a historic, past producing mine with limited exploration work since its closure in 1981. Advancing the Mine through the development stage will requirerequires significant capital and time, and successful commercial production from the Mine will be subject to completing the requisite studies, permitting and re-commissioning, constructing and completing a processing plant, and completing other related works and infrastructure. As a result, the Company is subject to all of the risks associated with developing and establishing new mining operations and business enterprises, including:

The Company has a history of losses and expectsmay to continue to incur losses in the future.

The Company has incurred losses since inception, has had negative cash flow from operating activities, and expectsmay to continue to incur losses losses in the future. The Company has incurred the following losses from operations during each of the following periods:

The Company expects to continue to incur losses unless and until such time as the Mine enters into commercial production and generates sufficient revenues to fund continuing operations. The Company recognizes that if it is unable to generate significant revenues from mining operations and dispositions of its properties, the Company will not be able to earn profits or continue operations. At this early stage of its operation, the Company also expects to face the risks, uncertainties, expenses, and difficulties frequently encountered by smaller reporting companies. The Company cannot be sure that it will be successful in addressing these risks and uncertainties and its failure to do so could have a materially adverse effect on its financial condition.

Government actions, such as tariffstariffs, duties and/or foreign policy actions could adversely and unexpectedly impact the Company’s business.

AsThe a result of the 2024 United StatesU.S. federal election, theregovernment ishas an increased risk that the United States could implementimposed new and/or increased tariffstariffs, duties and other trade restrictions on allcertain exports and/or imports to the UnitedU.S.. StatesThese ortariffs thathave otherand countiesare couldlikely to implementcontinue reciprocalto measures onimpact imports and exports to and from the United States. The extent of such measures and their impactimpacts is unknown, andcontinue, there is a risk that they could have a significant effect on the Company’s financial performance and/or business outlook.

The price of commodities varies on a daily basis. The Company’s future revenues, if any, will be derived from the extraction and and sale of base and precious metals. The Company’s principal and interest payments on the Silver Loan with Monetary Metals are denominated in silver ounces. The price of those commodities has fluctuated widely, particularly in recent years, and is affected by by numerous factors beyond the Company’s control, including economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global and regional consumptive patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of base and precious precious metals, and therefore the economic viability of the Company’s business, could negatively affect its ability to secure financing, financing repay the contractual obligations under the Silver Loan, or itsthe results of its operations.

Costs charged to the Company by the Idaho Department of Environmental Quality (“IDEQ”) for treatment of wastewater fluctuate a great deal and are not within the Company’s control.

The Company is billed annuallyresponsible for the cost of water treatment activities performed by the IDEQ on behalf of the EPA who is the owner of the water treatment plant. The water treatment costs that the Company is billed forpays are partially related to the EPA’s direct cost of treating the water emanating from the Bunker Hill Mine, which are comprised of lime and flocculant usage, electricity consumption, maintenance and repair, labor and some overhead. Rate of discharge of effluent from the Bunker Hill Mine is largely dependent on the level of precipitation within a given year and how close in the calendar year the Company is to the spring run-off. Increases in water infiltrations and gravity flows within the mine generally increase after winter and result in a peak discharge rate in May. Increases in gravity flow and consequently the rate of water discharged by the mine have a robust correlation with metals concentrations and consequently metal loads of effluent.

The Company is subject to significant governmental regulations that affect its operations and costs of conducting its business and may not be able to obtainmaintain all required permits and licenses to place its properties into production.

The Company’s current and future operations, including exploration and development of the Mine, dorequires permits and will require permitslicenses from certain governmental authorities and willactivities beare governed by laws and regulations, including:

The Company’s activities are subject to environmental laws and regulations that may change and increase its costs of doing business and restrict its operations.

The Company’s activities are subject to extensive laws and regulations governing environmental protection. The Company is also subject to various reclamation-related conditions. Although the Company closely follows and believes it is operating in compliance with all applicable environmental regulations, there can be no assurance that all future requirements will be obtainable on reasonable terms. Failure to comply may result in enforcement actions causing operations to cease or be curtailed and may include corrective measures requiring capital expenditures. Intense lobbying over environmental concerns by non-governmental organizations has caused some governments to cancel or restrict development of mining projects. Current publicized concern over climate change may lead to carbon taxes, requirements for carbon offset purchases or new regulation.regulations. The costs or likelihood of such potential issues to the Company cannot be estimated at this time.

The Company may experience difficulty attracting and retaining qualified management to meet the needs of its anticipated growth, and the failure to manage its growth effectively could have a material adverse effect on its business and financial condition.growth.

The Company may be unable to secure surface access or purchase additional required surface rights.

Our focus is the development and restart of our 100% owned flagship asset, the Bunker Hill Mine, in Idaho, USA. The Bunker Hill Mine remains remains the largest single producing mine by tonnage in the Silver Valley region of northwest Idaho, producing over 165 million ounces of silver and 5 million tons of base metals between 1885 and 1981. The Bunker Hill Mine is located within Operable Unit 2 of the Bunker Hill Superfund site (EPA National Priorities Listing IDD048340921), where cleanup activities have been completed. Production is expected to commence in 2024.

Since early 2020, we have conducted multiple exploration campaigns, published multiple economic studies and mineral resource estimates, and and advanced the rehabilitation and development of the Mine. In December 2021, we announced a project finance package with Sprott, an amended Amended Settlement Agreement with the EPA, and the purchase of the Bunker Hill Mine. In 2022, we completed the purchase of a package of equipment and parts inventory from Teck Resources Limited’s (“Teck”) Pend Oreille operation. The package comprises substantially all the mineral processing equipment including complete crushing, grinding and flotation circuits suitable for a planned ~1,500 ton-per-day operation at the Bunker Hill site,Mine, and total inventory of components and parts for the mill, assay lab, conveyer, field instruments, and electrical spares.

WeDurning the fourth quarter of 2022, we 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) conducting the program of activities to restart the mine.

In June 2023, we closed an upsized and improved $67,000,000During project finance package with Sprott, consisting of a $46,000,000 stream and a $21,000,000 new debt facility. In August 2024, we entered into definitive agreements with Monetary Metals Bond III LLC, an entity established by Monetary Metals & Co., for a silver loan in an amount of U.S. 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 “Silver Loan”). ThroughoutDuring 2024 we closed several tranches of the Silver Loan for an aggregate principle of 1,098,400 ounces of Silver. In December 20242024, we borrowed $10,000,0001,148,784 onounces of silver under this Silver Loan in six separate tranches for net proceeds of $26,278,261. In conjunction with the newborrowings debtunder facility,this Silver leaving theLoan, undrawnwe portionissued at85,714 $11,000,000warrants as, ofwith Decemberexercise 31,prices 2024.ranging from C$4.20 to C$6.65.

The following discussion and analysis provide information that is believed to be relevant to an assessment and understanding of the results of operation and financial condition of the Company for the years ended December 31, 20242025 and 2023.2024. Unless otherwise stated, all figures herein are expressed in U.S. dollars, which is the Company’sour functional currency.

During the years ended December 31, 20242025 and December 31, 2023,2024, we reported total operating expenses of $15,649,142 and $11,600,574, respectively. The increase in total operating expenses was primarily due to an increase in the volume of transactions$13,595,412 and employee$15,649,142, headrespectively. The countoperating associatedexpenses withwere constructionlower ofyear theover processyear plantas commencingactivities in the current year endedfocused Decemberon capital projects and therefore were capitalized into property plant 31,and 2024.equipment.

We had a comprehensive loss of $29,152,646$90,410,580 and $12,877,752$29,152,646 for the year ended December 31, 2024,2025, and December 31, 2023,2024, respectively. Comprehensive (loss) income for the year ended December 31, 20242025 and December 31, 20232024, is inclusive of a $2,721,435 and ($3,811,023) and $554,787 change in fair value on own credit risk, respectively.

As of December 31, 2024,2025, the Companywe had (i) total current assets of $9,332,639, $23,296,106, compared to total current assets of $27,176,997$9,332,639 at December 31, 2023,2024, aan decreaseincrease of $17,844,358$13,963,467; and (ii) total assets of $97,601,550, $150,958,994, compared to total assets of $61,989,678$97,601,550 at December 31, 2023, 2024, an increase of $35,611,872.$53,357,444. During the year ended December 31, 2024,2025, our current assets decreasedincreased due to cash proceeds from debt and equity offerings partially offset by cash expenditures on the process plant, purchasing of equipment and additions to the Bunker Hill Mine. Total assets increased as thewe increasecompleted some key infrastructure projects at Bunker Hill Mine in propertypreparation plantof production and equipment was offset largely by the decreasecommencing in cash.2026.

As of December 31, 2024,2025, our total current liabilities were $29,644,412$16,838,089 and total liabilities were $149,736,915,$207,030,036, compared to total current liabilities of $7,472,326$29,644,412 and total liabilities of $88,356,840$149,736,915 as of December 31, 2023.2024. Total liabilities increased becausedue to change in valuation inputs in the Silver Loan, the valuation of the loan was heavily correlated to the increase in the spot price of silver that occurred throughout the year ending December 31, 2025 and the issuance of warrants classified as a liability. This was partially offset by the Silverrepayment Loan, drawings on our debt facility, accretion onof the stream debenture and the EPA payable,debenture, as well as ana increasedecrease in accounts payable and accruals due to timing of invoices and payments.

During the year ended December 31, 2024,2025, we had a net cash decreaseincrease of $18,317,319,$14,155,628, primarily due to cash expenditures on the process plant, purchasing of equipment, and additions to the Bunker Hill Mine, offset by $32,740,264 of cash provided by financing activities relating to drawings on the issuanceloan facility and equity raises, partially offset by cash expenditures on the process plant, purchasing of equipment, and additions to the SilverBunker Loan.Hill Mine.

OnDuring the month of January 27, 2025,2026, the Company issued 672,450122,858 shares of common stock in connection with settlementa ofstockholder’s RSUs.warrant exercises.

OnDuring the Januarymonth 29,of 2025,February 2026, the Company issued 621,500187,345 and 1,956 shares of common stock toin satisfyconnection $60,000 owed towith a certainstockholder’s servicewarrant and providercompensation ofoption theexercises, Company as of December 31, 2024.respectively.

The preparation of the interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Estimates and judgments are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes can differ from these estimates. The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the amounts recognized in the financial statements are:

The fair value estimates may differ from actual fair values and these differences may be significant and could have a material impact on the Company’sour balance sheets and the consolidated statements of operations. Assets are reviewed for an indication of impairment at each reporting date. This determination requires significant judgment. Factors that could trigger an impairment review include, but are not limited to, significant negative industry or economic trends, interruptions in exploration activities or a significant drop in precious metal prices.

The Company has toWe make estimates to accrue for certain expenditures due to delay in receipt of third-party vendor invoices. These accruals are made based on trends, history and knowledge of activities. Actual results may be different.

The Company’s business, reputation, results of operations and financial condition, as well as the price of the Company’s common common stock, can be affected by a number of factors, whether currently known or unknown, including those described in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”) as filed with the Securities and Exchange Commission on March 6, 2026. When any one or more of these risks materialize from time to time, the Company’s business, reputation, results of operations and financial condition, as well as the price of the Company’s common stock, can be materially and adversely affected. There have been no material changes to the risk factors disclosed in our Form 10-K.10-K, except as noted below.

The following management’s discussion and analysis of the consolidated financial results and condition of Bunker Hill Mining Corp. (collectively, “we,” “us,” “our,” “Bunker Hill” or the “Company”) for the three and six months ended MarchJune 31,30, 2026, has been prepared based on information available to us as of NovemberAugust 12,5, 2025.2026. This discussion should be read in conjunction with the unaudited Condensed Interim Consolidated Financial Statements and notes thereto included herewith and the audited Consolidated Financial Statements of Bunker Hill for the year ended December 31, 2025, and the related notes thereto filed with our Annual Report on Form 10-K, which have been prepared in accordance with accounting principles generally accepted in the U.S. GAAP.(“US GAAP”). This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results, performance, or achievements may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth elsewhere in this report. See “Cautionary Note Regarding Forward-Looking Statements.”

Our primary focusCompany is focused on the development and restart progression of ourits 100%start-up ownedof operations at its 100%-owned flagship asset, the Bunker Hill Mine (the “Bunker Hill Mine”), located in Kellogg, Idaho, USA. The historic Bunker Hill Mine was one of the largest singleand producingmost mineproductive by tonnagemines in the SilverCoeur d’Alene ValleyMining region of northwest Idaho,District, producing over more than 165 million ounces of silver and over 5 million tons of basezinc metalsand lead between 1885 and 1981. The Bunker Hill Minemine is located within Operable Unit 2 of the Bunker Hill Superfund siteSite (EPA National Priorities Listing List IDD048340921), where cleanupremediation activities have been completed.

The following discussion and analysis provides information that is believed to be relevant to an assessment and understanding of the results of operation and financial condition of the Company for the three and six months ended MarchJune 31,30, 2026, and MarchJune 31,30, 2025.

Comparison of the three and six months ended MarchJune 31,30, 2026, and 2025

During the three and six months ended MarchJune 31,30, 2026, and 2025, respectively, we generated no revenue.

During the threesix months ended MarchJune 31,30, 2026, and 2025, we reported total operating expenses of $3,983,505$8,403,331 and $2,909,374,$6,019,766, respectively. The increase in total operating expenses for the three and six months ended June 30, 2026 was primarily due to the Company expanding as it prepares for commercial production. We anticipatesanticipate expensesexpense to continue to increase in future periods as the companyCompany expands its operations.

We had net income of $20,124,689$38,313,956 for the threesix months endingended MarchJune 31,30, 2026, compared to anet lossincome of $6,346,213$14,113,675 for the threesix months ended MarchJune 31,30, 2025. NetThe increase in net income for the threesix months ended MarchJune 31,30, 2026, in comparison to the six months ended June 30, 2025 was impactedprimarily bydue to (1) a gain on revaluation of warrant liabilities of $31,063,192 $43,580,366 for the threesix months ended MarchJune 31,30, 2026, compared to a gain of $2,295,627 for the six months ended June 30, 2025; and (2) a gain on revaluation of the Silver Loan of $6,213,354 for the six months ended June 30, 2026, compared to a gainloss of $462,763$9,029,947 for the threesix months ended MarchJune 31,30, 2025. Income This was partially offset by the lossgain on thedebt fairsettlement valueand stream debentures of the$29,850,212 silverand loan$4,149,606, ofrespectively, 4,905,892that foroccurred in the threesix months ended June 30, 2025. No comparable gains were recognized during the six months ended MarchJune 31, 2026, compared to 6,068,932 for the three months ended March 31, 2025 and financing costs of $706,892 ($7,116 for the three months ended March 31, 2025) relating to an equity raise that occurred during the three months ended March 31,30, 2026.

We had a comprehensive income of $21,134,755$18,029,614 and a comprehensive loss of $4,313,671$39,164,370 for the three and six months ended MarchJune 31,30, 2026, respectively (three and six Marchmonths 31,ended 2025,June respectively.30, 2025 - comprehensive income of $23,811,117 and $19,497,446, respectively). Comprehensive income (loss) for the three and six months ending MarchJune 31,30, 2026, and March 31, 2025,2026 is inclusive of $1,010,066a $159,652 loss and $2,032,542$850,414 gain on change in fair value on own credit risk, respectively.respectively (three and six months ended June 30, 2025 - gain of $3,351,229 and $5,383,771, respectively)

As of MarchJune 31,30, 2026, the Company had total current assets wereof $36,485,503,$11,201,170, compared to total current assets of $23,296,106 at December 31, 2025 – ana increase decrease of $13,189,397$12,094,936; and total assets of $181,870,365,$174,518,250, compared to total assets of $150,958,994 at December 31, 2025 – an increase of $30,911,371.$23,559,256. During the threesix months ended MarchJune 31,30, 2026, our current and non-current assets increaseddecreased due to warrant exercises and an equity financing that occurred partially offset by cash expenditures on the process plant, filter plant, paste plant, and mine development at the Bunker Hill Mine.Mine, partially offset by warrant exercises and an equity financing that occurred during the six months ended June 30, 2026. Non-current assets increased due to additions to the process plant, filter plant, paste plant, and mine development at the Bunker Hill Mine during the six months ended June 30, 2026.

As of MarchJune 31,30, 2026, our total current liabilities of $23,746,150$22,987,002 and total liabilities of $189,398,493,$163,495,119, compared to total current liabilities of $16,838,089 and total liabilities of $207,030,036 at December 31, 2025.

Total liabilities decreased due to change in derivative liabilities of $31,063,192 $43,580,366 in the threesix months ended MarchJune 31,30, 2026, compared to $462,763 $2,295,627 in the same period in 2025 which was2025, driven by a decrease in Bunker Hill Mining Corp.’s stock, which is the key input into the valuation of the warrants. WhichIn wasaddition, a decrease in silver price resulted in a decrease to the silver loan of $6,213,354 in the six months ended June 30, 2026, compared to an increase to the silver loan of $9,029,947 in the same period in 2025. These decreases were partially offset by an increase in accounts payable and accrued liabilities due to timing of expenses and payments and andadditions to lease liabilities for mining-related mobile equipment which the $3,895,826company increaseleases infrom theCaterpillar fair value of the silver loan due to the change in inputs, including an increase in the silver price during the three months ended March 31, 2026.Inc.

As of MarchJune 31,30, 2026, our total liabilities include $45,139,588$32,622,414 of warrants that are classified as a liability under US GAAP, as the instrument is exposed to foreign currency risks other than the changes in the value of the entity’s equity because the strike price of the warrants is denominated in C$ versus US$. Although classified as a liability, it does not represent a future cash outflow to the Company. The Company will settle any warrant exercises received with the issuance of our own shares together with the receipt of cash for those warrants exercised.

Working Capital and Shareholders’ deficiencyEquity

As of MarchJune 31,30, 2026, we had working capital deficit of $12,739,353$11,785,832 and a shareholders’ deficiencyequity of $7,528,128,$11,023,131, compared to working capital of $6,458,017 and shareholdersshareholders’ deficiency of $56,071,042, respectively,$56,071,042 as of December 31, 2025. The improvementworking incapital workingdeficit as of June capital30, 2026, was primarily due to cash expenditures on the process plant, filter plant, paste plant, and shareholdersmine deficiencydevelopment from December 31, 2025 to March 31, 2026 is primarilyat the resultBunker Hill ofMine, anpartially offset by the equity financings from a brokered brokers and non-brokered private placement,placement. andThe ashareholders’ decreaseequity position inwas primarily due to the derivativesnet warrant liability. We believe we have sufficient working capital to fund our planned operationsincome for the nextperiod 12ended months.June 30, 2026.

During the threesix months ended MarchJune 31,30, 2026, we had a net cash decrease of $12,784,774 compared to net cash increase of $11,071,668,$2,327,904 during the six months ended June 30, 2025. The decrease was primarily due to cash provided by financing activities, specifically proceeds from the issuance of shares of common stock, offset by cash used in operating and investing activities primarily related related to expenditures on the process plant, filter plant, paste plant, and mine development at the Bunker Hill Mine.Mine, partially offset by cash provided by financing activities, specifically proceeds from the issuance of shares of common stock.

On AprilJuly 1,10, 2026, the Company issued 72,115522,296 shares of common stock in connection with its election to satisfy interest payments under the outstanding convertible debentures for the three months ended MarchJune 31,30, 2026 and the Sprott Debt Facility for the twelve months ended June 30, 2026.