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

Mr. Sam Ash reports BUNKER HILL ANNOUNCES C$30 MILLION BROKERED LIFE OFFERING OF UNITS & WARRANT EXERCISE, AND REVERSE STOCK SPLIT Bunker Hill Mining Corp. has entered into an agreement with Haywood Securities Inc., as lead agent and sole bookrunner acting on behalf of a syndicate of agents to be formed, in connection with a brokered, best efforts private placement offering of approximately 138.9 million units of the company at a price per unit of 18 Canadian cents for aggregate gross proceeds to the company of approximately $25,002,000 (Canadian). In addition, on Jan. 23, 2026, the company's board of directors approved a reverse stock split of the company's common stock, par value 0.0001 U.S. cent and preferred stock, par value 0.0001 U.S. cent at a ratio of one-for-35. Unless the context provides otherwise, all stock price and share count information referenced herein is on a prereverse stock split basis. Brokered LIFE (listed issuer financing exemption) offering Each unit will consist of one share of common stock and one-half of one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one common share at an exercise price of 30 cents per share for a period of 36 months from the closing date (as defined herein). The company has granted the agents an option to sell up to an additional 15 per cent of the LIFE offering in units at the issue price, exercisable in whole or in part at any time up to 48 hours prior to the closing date of the offering. Concurrent with the LIFE offering, a cornerstone shareholder is expected to exercise existing common share purchase warrants held by such investor, at an exercise price of 17 Canadian cents per warrant, for minimum gross proceeds to the company of $5-million (Canadian). The completion of the offering is subject to the completion of the warrant exercise. The minimum amount of the offering is $15-million (Canadian). The company intends to use the net proceeds of the LIFE offering to provide working capital for the ramp-up of the Bunker Hill mine to commercial production, for exploration and for general corporate purposes, as further described in the offering document (as defined below). Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the LIFE offering is being made to purchasers resident in each of the provinces and territories of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The units may also be offered in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction. There is an offering document related to this LIFE offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors of units should read the offering document before making an investment decision. Securities issued under the LIFE offering will not be subject to a statutory hold period under applicable Canadian securities laws, in accordance with the listed issuer financing exemption. Securities issued under the LIFE offering will be subject to a minimum six-month hold period in accordance with applicable U.S. securities laws. The company has agreed to file within five business days after the closing date a registration statement to register the resale of the securities issued or issuable under the LIFE offering and to use commercially reasonable efforts to have the registration statement declared effective by the U.S. Securities and Exchange Commission (SEC) within 60 days after the initial filing date of the registration statement. The offering is expected to close on or about March 5, 2026, or such other date as the company and the agents may agree, and is subject to certain closing conditions, including, but not limited to, the receipt of all necessary approvals, including the conditional listing approval of the TSX Venture Exchange and the applicable securities regulatory authorities. The offering is subject to final acceptance of the TSX-V. In consideration for their services, the company has agreed to pay the agents a cash commission equal to 6.0 per cent of the gross proceeds from the offering (subject to reduction to 3.0 per cent on certain president's list purchases) and that number of non-transferable compensation options as is equal to 6.0 per cent of the aggregate number of units sold under the offering (subject to reduction to 3.0 per cent on certain president's list purchases). Each compensation option is exercisable to acquire one common share of the company at a price equal to the issue price for a period of 24 months from the closing date of the offering. Reverse stock split In accordance with the reverse stock split, each 35 shares of capital stock authorized, issued and/or outstanding immediately prior to the effective time of the reverse stock split shall be combined and converted into one share of capital stock with no changes to the par value per share, rounded up to the nearest whole share. The resulting authorized capital stock of the company after giving effect to these transactions is 100,285,715 authorized shares divided into two classes, with 100 million shares designated as common stock and 285,715 shares designated as preferred stock. Subject to TSX-V approval, the combination of the shares of capital stock as a result of the reverse stock split is expected to become effective at 12:01 a.m. Pacific Standard Time on or around March 5, 2026. Prior to the reverse stock split and as of Feb. 6, 2026, there were 1,400,908,695 common shares outstanding. Following the reverse stock split, there will be approximately 40,025,963 common shares outstanding, subject to minor adjustments that may result from rounding fractional shares into whole shares. As of the date hereof, there are no shares of preferred stock outstanding and as such there will be no shares of preferred stock outstanding following the reverse stock split. The company's name will remain Bunker Hill Mining following the reverse stock split. The reverse stock split is primarily intended to increase the price per common share in connection with a possible listing of the common stock on the NYSE American. The reverse stock split remains subject to approval by the company's stockholders and the TSX-V. The company intends to seek the written consent of stockholders holding more than 50 per cent of the currently issued and outstanding shares of common stock. The company's transfer agent, Computershare, will serve as the exchange agent for the reverse stock split. Stockholders of record holding prereverse stock split shares electronically in book entry form will be sent a transaction notice indicating the number of common shares held after the reverse stock split and are not required to take any action to receive postreverse stock split shares. Stockholders who hold their shares through a broker, bank or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to their broker, bank or other nominee's particular processes, and are not expected to be required to take any action in connection with the reverse stock split. Proportionate adjustments will be made to the number of shares of capital stock issuable upon exercise, vesting or conversion of any options, warrants, restricted stock units, convertible securities or other rights, and the per-share exercise, conversion or purchase prices thereof, as well as to the number of shares reserved for issuance under the company's equity incentive plans. About Bunker Hill Mining Corp. Bunker Hill is an American mineral exploration and development company focused on revitalizing its historic mining asset: the renowned zinc, lead and silver deposit in northern Idaho's prolific Coeur d'Alene mining district. This strategic initiative aims to breathe new life into a once-productive mine, leveraging modern exploration techniques and sustainable development practices to unlock the potential of this mineral-rich region. Bunker Hill Mining aims to maximize shareholder value while responsibly harnessing the mineral wealth in the Silver Valley mining district by concentrating its efforts on this single, high-potential asset. Information about the company is available on its website or within the SEDAR+ and EDGAR databases. We seek Safe Harbor.