Original News Release
Bunker Hill Mining closes $51.85-million financing
Mr. Sam Ash reports
BUNKER HILL ANNOUNCES CLOSING OF "BOUGHT DEAL" PRIVATE PLACEMENTS OF UNITS FOR GROSS PROCEEDS OF APPROXIMATELY C$52 MILLION
Bunker Hill Mining Corp. has closed its previously announced bought deal private placement of units of the company. The company issued: (i) 206.25 million units at a price per unit of 12 Canadian cents for gross proceeds of $24.75-million (Canadian), which includes the full exercise of the underwriters' overallotment option; and (ii) 225 million units at a price per unit of 8.711 U.S. cents for gross proceeds of $19,599,750 (U.S.) ($27,104,494 (Canadian) (1)). The total gross proceeds of the offering, expressed in Canadian dollars, was $51,854,494 (Canadian) (2). Teck Resources Ltd. subscribed for 223,786,706 units of the U.S.-dollar offering.
Each unit consists of one share of common stock of the company and one common share purchase warrant of the company. Each warrant entitles the holder thereof to purchase one common share at an exercise price of 17 cents per warrant share for 60 months after issuance.
The offering was completed by a lead underwriter, acting on its own behalf and on behalf of a syndicate of underwriters.
Net proceeds of the offering are anticipated to be used to support the construction, start-up and ramp-up of the Bunker Hill zinc-silver-lead mine in the Silver Valley, Idaho.
Immediately prior to the date hereof, Teck beneficially owned, directly or indirectly, or exercised control or direction over, 219,079,378 common shares and warrants to purchase an additional 100,598,716 common shares, representing approximately 23.6 per cent of the issued and outstanding common shares on a non-diluted basis, and approximately 31.1 per cent on a partially diluted basis. Upon closing of the offering, Teck now beneficially owns, directly or indirectly, or exercises control or direction over, 442,866,084 common shares and warrants to purchase an additional 324,385,422 common shares, representing approximately 32.6 per cent of the issued and outstanding common shares on a non-diluted basis, and, assuming the exercise of all warrants now held by Teck, approximately 45.6 per cent on a partially diluted basis.
Teck's purchase of the units under the U.S.-dollar offering is being made for investment purposes. Teck may determine to increase or decrease its investment in the company depending on market conditions and any other relevant factors. This release is required to be issued under the early warning requirements of applicable securities laws. Teck's head office is located at Suite 3300, 550 Burrard St., Vancouver, B.C., V6C 0B3. In satisfaction of the requirements of the National Instrument 62-104, Take-Over Bids And Issuer Bids, and National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, early warning reports respecting the acquisition of common shares and warrants to purchase additional common shares by Teck or its affiliates will be filed under the company's SEDAR+. A copy of Teck's early warning report to be filed in connection with the U.S.-dollar offering may also be obtained by contacting Dale Steeves at 236-987-7405.
In connection with the closing of the offering, the company paid to the underwriters aggregate cash fees in the amounts of $1,455,480 (Canadian) and $1,175,985 (U.S.), and issued to the underwriters an aggregate of 25,325,428 non-transferrable compensation options, representing: (i) 6 per cent of the gross proceeds of the offering, other than the gross proceeds raised from certain sales pursuant to a president's list; and (ii) 3.0 per cent of the gross proceeds raised from president's list sales. Each compensation option is exercisable to acquire one common share of the company at a price of 12 Canadian cents per share for a period of 24 months from the date hereof, less any amount of cash fees and compensation options paid and issued to a finder.
The company paid a finder a cash fee of $52,005 (Canadian), representing 3.333 per cent of the gross proceeds of the Canadian-dollar offering from subscribers introduced by such finder to the company; and issued to certain principals of such finder an aggregate of 520,052 compensation options representing 4.0 per cent of the units sold under the offering to the introduced subscribers. The compensation options are non-transferable.
Due to Teck's shareholdings and certain other insider participation, the offering constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Shareholder Approval. The company has relied on the exemptions from valuation and minority shareholder approval requirements of MI 61-101 as the company received the consent of a disinterested arm's-length control person of the company that beneficially owns, or exercises control or direction over, voting securities of the company that carry greater voting rights than the voting securities beneficially owned, or over which control or direction is exercised, by Teck and that is also arm's length of Teck. Control person and insider participation accounted for an aggregate of 224,353,706 units sold under the offering.
(1) Based on a U.S.-dollar/Canadian-dollar exchange rate of 1.3829 as published by the Bank of Canada on Sept. 5, 2025.
(2) Based on a U.S.-dollar/Canadian-dollar exchange rate of 1.3829 as published by the Bank of Canada on Sept. 5, 2025.
We seek Safe Harbor.
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