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To: Goose94 who wrote (121189)	3/9/2022 9:26:17 AM
From: Goose94	Read Replies (1) \| Respond to of 202863

Bunker Hill Mining (BNKR-Cse) PP of Up to Cdn$15 Million of Special Warrants Mar 9, '22 - NR Bunker Hill Mining is pleased to announce that it has entered into an agreement with a syndicate of agents led by Echelon Wealth Partners Inc. (collectively, the “Agents”), which have agreed to act as agents for and on behalf of the Company, on a commercially reasonable “best efforts” agency basis, without underwriter liability, in connection with a proposed private placement (the “Offering”) of up to C$15 million of special warrants of the Company (the “Special Warrants”) which will entitle the holders to receive up to 50,000,000 units of the Company at a price of C$0.30 (the “Issue Price”) per Special Warrant, subject to adjustment in certain events. Each Special Warrant shall be exercisable, for no additional consideration and with no further action on the part of the holder thereof, into one unit (each, a “Unit”) of the Company, subject to adjustment described below, on the earlier of: (i) the third business day after the date upon which both (A) a receipt for a (final) prospectus (the “Qualification Prospectus”) qualifying the distribution of the Units issuable upon exercise ?of the Special Warrants has been issued by the applicable securities regulatory authorities in ?the Canadian jurisdictions in which purchasers of the Special Warrants are resident (the ??“Canadian Jurisdictions”), and (B) the registration statement (the “Registration Statement”) ?of the Company filed with the Securities and Exchange Commission (the “SEC”) registering the ?Units issuable upon exercise of the Special Warrants ?has been declared effective by the SEC; and (ii) the date that is six months following the Closing ?Date (as defined below)?. The Offering will take place by way of a commercially reasonable “best efforts” private placement to accredited investors (as defined in National Instrument 45-106 – Prospectus Exemptions) in all the provinces of Canada, other than the Province of Quebec, in the United States to Accredited Investors and Qualified Institutional Buyers (as such terms are defined under ?the United States Securities Act of 1933, as amended (the “1933 Act”)) and pursuant to the ?requirements of any applicable securities laws of any state of the United States, in each case by ?way of private placement pursuant to available exemptions from the registration requirements ?of the 1933 Act, and (iii) outside Canada and the United States on a basis which does not require ?the qualification or registration of any of the Special Warrants. The Company will use commercially reasonable efforts to obtain a receipt for the Qualification Prospectus in ?each of the Canadian Jurisdictions, and will file and use commercially reasonable efforts to have the Registration ?Statement deemed effective by the SEC, within six months following the Closing Date. Each Unit will consist of one common share of the Company (a “Common Share”) and one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant will entitle the holder to acquire one Common Share for C$0.37 for a period of 36 months following the Closing Date. The Warrants shall also be exercisable on a cashless basis in the event the Registration ?Statement has not been made effective by the SEC prior to the date of exercise. In the event that a receipt for the Qualification Prospectus has not been obtained and the ?Registration Statement has not been deemed effective on or before 5:00 p.m. (EST) on the date ?that is 60 days following the Closing Date, each unexercised ?Special Warrant will thereafter entitle the holder thereof to receive, upon the exercise thereof, ?at no additional cost 1.1 Units (instead of one Unit). The Company has also granted to the Agents an option (the “Agents’ Option”) which shall allow the Agents to sell up to an additional 15.0% of the Special Warrants sold pursuant to the Offering at the Issue Price. The Agent’s Option may be exercised in whole or in part as determined by the Agents upon written notice to the Company at any time up to 48 hours prior to the Closing Date. In consideration for their services, subject to the terms of the agreement with the Agents and adjustments in certain circumstances, the Agents will receive a cash commission equal to 6.0% of the gross proceeds of the Offering (including the Agents’ Option), and shall be issued that number of compensation options (the “Compensation Options”) as is equal to 6.0% of the number of Special Warrants sold pursuant to the Offering (including the Agents’ Option). Each Compensation Option shall be exercisable to acquire one Unit at the Issue Price for a period of 24 months from the closing date of the Offering, subject to adjustment in certain events. The Offering is expected to close on or about March 30, 2022 (the Closing Date”) and is subject to regulatory approval. The Company will apply to list the Common Shares and Warrant Shares issuable upon exercise of the Special Warrants on the Canadian Securities Exchange (the “CSE”), which listing shall be subject to the Company meeting the requirements of the CSE. The Company intends to use the net proceeds of the Offering to fund the restart and development at the Company’s Bunker Hill Mine, for outstanding obligations due to the US Environmental Protection Agency, and for general corporate purposes. The securities have not been, and will not be, registered under the 1933 Act or any U.S. state security laws, and may not be offered or sold in the Unites States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with requirements of an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the Unites States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. ABOUT BUNKER HILL MINING CORP. Under new Idaho-based leadership the Bunker Hill Mining Corp, intends to sustainably restart and develop the Bunker Hill Mine as the first step in consolidating a portfolio of North American precious-metal assets with a focus on silver. Information about the Company is available on its website, www.bunkerhillmining.com, or within the SEDAR and EDGAR databases. For additional information contact: David Wiens, CFA CFO & Corporate Secretary +1 208 370 3665 ir@bunkerhillmining.com