Bunker Hill to raise $30M in offering, warrant exercise

Executive Summary

• Bunker Hill Mining Corp. announced a brokered private placement offering of approximately 138.9 million units at 18 Canadian cents per unit, targeting gross proceeds of approximately $25 million CAD.
• Concurrent with the financing, the company announced a 1-for-35 reverse stock split of its common and preferred stock, intended to increase the share price for a potential listing on the NYSE American.
• The transaction includes a cornerstone warrant exercise expected to generate a minimum of $5 million CAD in additional gross proceeds, contingent on the completion of the LIFE offering.

Key Details

• Financing Structure: Brokered Listed Issuer Financing Exemption (LIFE) offering via Haywood Securities Inc. as lead agent.
• Unit Composition: Each unit consists of one common share and one-half of one common share purchase warrant.
• Pricing and Proceeds:
  • Issue Price: 18 Canadian cents per unit.
  • Gross Proceeds: Approximately $25,002,000 CAD (based on ~138.9 million units).
  • Minimum Offering Amount: $15,000,000 CAD.
  • Over-Allotment Option: Agents have an option to purchase up to an additional 15% of units at the issue price, exercisable up to 48 hours prior to closing.
• Warrant Terms:
  • Each unit includes 0.5 warrants.
  • Exercise Price: 30 Canadian cents per share.
  • Duration: 36 months from the closing date.
• Cornerstone Warrant Exercise:
  • A cornerstone shareholder is exercising existing warrants at an exercise price of 17 Canadian cents per warrant.
  • Minimum Gross Proceeds from Exercise: $5,000,000 CAD.
  • Condition: Completion of the LIFE offering is subject to the completion of this warrant exercise.
• Use of Proceeds: Working capital for the ramp-up of the Bunker Hill mine to commercial production, exploration, and general corporate purposes.
• Agent Compensation:
  • Cash Commission: 6.0% of gross proceeds (reducible to 3.0% for certain president's list purchases).
  • Compensation Options: Non-transferable options equal to 6.0% of aggregate units sold (reducible to 3.0% for certain president's list purchases).
  • Option Terms: Exercisable at the issue price (18 cents) for 24 months from closing.
• Reverse Stock Split Details:
  • Ratio: 1-for-35.
  • Effective Date: Expected on or around March 5, 2026.
  • Pre-Split Shares Outstanding: 1,400,908,695 common shares (as of Feb. 6, 2026).
  • Post-Split Shares Outstanding: Approximately 40,025,963 common shares.
  • Authorized Capital Post-Split: 100,285,715 shares (100 million common, 285,715 preferred).
  • Purpose: To increase the price per common share to facilitate a possible listing on the NYSE American.
  • Approvals Required: Stockholder consent (written consent of >50% of outstanding shares) and TSX Venture Exchange approval.
• Regulatory and Listing:
  • Securities are exempt from statutory hold periods in Canada but subject to a 6-month hold period in the U.S.
  • Company will file a registration statement for resale within 5 business days of closing, aiming for SEC effectiveness within 60 days.
  • Closing expected on or about March 5, 2026, subject to TSX-V conditional listing approval.

Notable Quotes

• No direct quotes from the CEO or President were included in the provided text.