Bunker Hill Secures Equity Investments of Approximately C$7.3 Million, Including Closing of Private Placement and Warrant Exercise Proceeds - Seite 2

In consideration for their services in connection with the Offering, a cash commission in the amount of $211,461.38 is payable to the Agents. The Agents were also issued 2,070,258 compensation options (the “Compensation Options”). Each Compensation Option is exercisable to acquire one unit of the Company (a “Compensation Unit”) at the Issue Price for a period of 36 months from March 27, 2023, subject to adjustment in certain events. Each Compensation Unit consists of one share of common stock of the Company and one common stock purchase warrant of the Company (an “Agents’ Compensation Warrant”) Each Agents’ Compensation Warrant entitles the holder thereof to acquire one share of common stock of the Company (an “Agents’ Compensation Warrant Share”) at a price of C$0.15 per Agents’ Compensation Warrant Share until March 27, 2026.

The Company intends to use the net proceeds of the Offering for working capital, general corporate purposes and capital expenditures relating to the Bunker Hill Mine.

The Offering and issuance of the Special Warrants referenced in this press release involves related parties (as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”)) and therefore constitutes a related party transaction under MI 61-101. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements under MI 61-101 on the basis that the issuance of the Special Warrants to related parties does not exceed 25% of the fair market value of the Company's market capitalization.

The Company did not file a material change report disclosing the related party transaction more than 21 days before the expected closing date of the Offering as the details of the Offering and the participation therein by each related party was not settled until shortly prior to the closing of the Offering.

The securities mentioned above have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with requirements of an applicable exemption therefrom. No stock exchange, securities commission or other regulatory authority has approved or disapproved of the contents of this press release. This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the U.S. Securities Act. The Offering is subject to market conditions, and there can be no assurance as to whether or not multiple tranches of the Offering may be completed, or as to the final size of the Offering.