Silver47 Announces Shareholder and Court Approvals for Plan of Arrangement with Bunker Hill

Silver47 shareholders approved the plan of arrangement with Bunker Hill Mining Corp. (BNKR) at a special meeting held on 2026-10-27, with 97.57% of votes cast in favour and 96.48% in favour excluding votes required to be excluded under MI 61-101. The Supreme Court of British Columbia granted the final order approving the Arrangement on 2026-11-02. Closing is expected on or about 2026-11-05, subject to remaining approvals and conditions.

The terms remain unchanged from the 2026-08-21 announcement, specifying 0.1724 of a Bunker Hill common share per Silver47 share. Post-closing, Silver47 is to de-list from the TSXV, OTCQX, and Frankfurt, and to cease being a reporting issuer in Canada.

The release is promotional and contains no assay tables, no financial data, no financing terms, and no Bunker Hill operational content. It restates Silver47's standalone resources as 236 moz AgEq inferred at 334 g/t AgEq plus 10 moz AgEq indicated at 333 g/t AgEq across Alaska, Nevada and New Mexico. That standalone Silver47 resource statement does not reconcile with the 2026-08-21 merger release, which cited a combined pro forma inventory of 80 moz AgEq measured/indicated and 308 moz AgEq inferred. The two figures use different scope (Silver47-only vs combined) and, on the inferred line, 236 vs 308 moz — a gap the materials do not explain.

This is the second and final shareholder vote. Bunker Hill's own shareholders approved the charter amendment (94.69%) and share issuance (95.07%) on 2026-10-28, and Bunker Hill disclosed Silver47's approval in that same release.

Bunker Hill Mining Corp. (BNKR) has received the final order from a British Columbia court, setting the closing date for its merger with Silver47 at November 5, 2026. The terms of the transaction, including an exchange ratio that results in an approximate 57% ownership stake for Bunker Hill shareholders and 43% for Silver47, were established on August 21, 2026. The deal involves the issuance of roughly 36.1 million new Bunker Hill shares, increasing the pro forma basic share count to 83.3 million from the current 47.2 million, a 77% increase. Silver47 holders approved the transaction decisively, and the merger is set to proceed.

Since the deal was signed on August 20, 2026, when Bunker Hill’s shares closed at C$5.38, the company’s stock price has declined to C$2.87. At that earlier price, the 0.1724 exchange ratio implied a value of approximately C$0.93 per Silver47 share, consistent with the US$163 million aggregate equity value cited at the announcement. The current share price implies a value of roughly C$0.495 per Silver47 share, representing a 46% reduction in consideration value over less than three months. Consequently, Bunker Hill is issuing equity for exploration-stage assets at a share price nearly 47% below where the deal was originally struck, before the company has declared commercial production.

Operational performance at the mine has not met the company’s own commercial-production thresholds. As of October 28, 2026, Bunker Hill reported plant throughput averaging more than 1,100 tonnes per day, excluding downtime, and lead/zinc recoveries averaging more than 70%. The company’s definition of commercial production requires throughput of 1,170 tonnes per day (65% of 1,800 tpd) and recoveries of at least 70% for 60 days. While recoveries sit exactly on the threshold, throughput remains below it. This contrasts with metallurgical testwork recoveries cited in the January 6, 2026 outlook, which projected 89% for silver, 87% for lead, and 92% for zinc.

Financial results for the first half of 2026 also present a distinct accounting picture. The reported net income of US$38.3 million was generated entirely by non-cash fair value gains, including US$43.6 million on derivative warrant liabilities and US$6.2 million on the silver loan. The company earned zero revenue in the first half of 2026, with its first concentrate shipment occurring in July 2026.

Disclosures in recent materials contain inconsistencies regarding debt and cash flows. A release dated October 28, 2026, states that US$10 million was drawn under Ocean Partners and the remaining US$2 million under Teck, describing this as aggregate proceeds of US$20 million; however, the stated draws sum to US$12 million. The same release indicates the Teck facility was fully drawn down via a US$2 million remainder, implying only US$8 million had been previously drawn, which conflicts with a presentation showing US$6 million drawn and US$4 million undrawn. Additionally, debt stood at US$122 million as of September 2026, compared to US$98.5 million reported at June 30, 2026. The Q1 2026 cash flow statement includes a US$25.2 million line item for "buybacks," a figure unexplained in the provided materials despite the company having negative equity at the prior year-end.

Bunker Hill Mining Corp. (BNKR) owns the 100%-interest Bunker Hill Mine located at Kellogg/Wardner in Shoshone County, Idaho, within the Coeur d'Alene ("Silver Valley") district. Historical production prior to the mine's closure in 1981 exceeded 165 moz of silver and more than 5 Mt of base metals, derived from over 35 Mt of ore. Management aims to restore the historic revenue mix, which was approximately 50% silver and 50% base metals.

The proposed restart involves a new 1,800 tpd process plant featuring primary and secondary crushing with differential flotation to produce separate lead and zinc concentrates. These concentrates would be trucked approximately 210 km to Teck's Trail smelter. The facility utilizes a filter press to dewater tailings, which are then placed underground as paste backfill or stored in an on-site dry-stack facility, eliminating the need for a surface tailings impoundment. The project cites low-cost power at US$0.06/kWh and anticipates employing more than 200 local workers.

A technical report dated November 21, 2022, effective August 29, 2022, outlines the following resource and reserve data:

• Measured: 2.374 Mt at 1.01 oz/t Ag, 2.46% Pb, 5.37% Zn
• Indicated: 4.662 Mt at 1.00 oz/t Ag, 2.37% Pb, 5.48% Zn
• Measured and Indicated Combined: 7.036 Mt at 1.00 oz/t Ag, 2.40% Pb, 5.44% Zn (7.06 moz Ag)
• Inferred: 6.943 Mt at 1.52 oz/t Ag, 2.87% Pb, 4.96% Zn (10.53 moz Ag)
• Probable Reserve: 3.20 Mt at 1.12 oz/t Ag, 2.59% Pb, 5.81% Zn (3.59 moz Ag)

The probable reserve supports a five-year mine life at the base-case production rate of 1,800 tpd.

A preliminary feasibility study and expansion study present two economic scenarios. The base case, operating at 1,800 tpd with an annual throughput of 652–665 ktpa, produces 63.3 Mlb of zinc, 29.3 Mlb of lead, and 604 koz of silver annually. Operating expenses are estimated at US$67/t, with a by-product cash cost of US$0.50/lb Zn payable and an AISC of US$0.77/lb Zn payable.

The "Bunker 2.0" expansion scenario targets a 2,500 tpd rate, extending the mine life to 13 years with an annual throughput of 910 ktpa. This scenario projects production of 84 Mlb of zinc, 40 Mlb of lead, and 920 koz of silver. Operating expenses would decrease to US$62/t, with a cash cost of US$0.36/lb and an AISC of US$0.60/lb. The expansion requires approximately US$60M in incremental capital expenditure, to be funded by cash flow and a US$150M EXIM letter of intent. Production growth targets cited in company releases include an increase of 980 koz AgEq in 2026 and 2,500 koz AgEq in 2027, with a long-term aspiration of over 5 moz AgEq via Bunker 2.0.

Following a merger, Bunker Hill’s portfolio would include three pre-production assets: Silver47's Red Mountain project in Alaska, a high-grade silver-polymetallic VMS deposit; Hughes in Nevada’s Walker Lane, which includes tailings re-treatment potential; and Mogollon in New Mexico, an epithermal vein field. These assets do not currently produce cash flow, resulting in a combined entity structure of one producing asset alongside three development and exploration assets.