Bunker Hill Mining Corp.

false 0001407583 0001407583 2026-08-20 2026-08-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2026 BUNKER HILL MINING CORP. (Exact Name of Registrant as Specified in Charter) Nevada 333-150028 32-0196442 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1009 McKinley Avenue , Kellogg , Idaho 83837 (Address of Principal Executive Offices) (Zip Code) (604) 417-7952 (Registrant’s Telephone Number, Including Area Code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered none Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01 Entry into a Material Definitive Agreement. Concentrate Prepayment Facility On August 20, 2026, Bunker Hill Mining Corp. (the “ Company ”) and its wholly-owned subsidiary, Silver Valley Metals Corp., an Idaho corporation (“ SVM ” and together with the Company, the “ Borrower ”), entered into a Prepayment Agreement (the “ Prepayment Agreement ”) with Ocean Partners UK Limited (“ Ocean Partners ”), a current shareholder of the Company, pursuant to which Ocean Partners agreed to provide the Company with a concentrate prepayment facility (the “ Ocean Partners Facility ”) of up to US$10.0 million (the “ Facility Amount ”). The Prepayment Agreement provides that Ocean Partners shall make one or more advances to the Borrower during the period commencing on the date of the first draw on the Oceans Partners Facility and ending on the date that is three months thereafter (the “ Availability Period ”) in a total amount not exceeding the Facility Amount (the “ Draw ”), following satisfaction of all conditions precedent (as set forth in the Prepayment Facility), including the Borrower delivering to Ocean Partners a completed Draw request (a “ Draw Request ”) in a form acceptable to Ocean Partners. The first Draw and each subsequent Draw will be advanced by Ocean Partners to the Borrower within three business days of receipt by Ocean Partners of the applicable Draw Request. Each Draw shall be in minimum increments of US$1.0 million during the Availability Period. Amounts outstanding under the Ocean Partners Facility bear interest at a rate equal to 7.0% per annum plus the three-month secured overnight financing rate as published by the CME Group, representing the forward-looking cost of borrowing cash overnight collateralized by U.S. Treasury securities, as determined based on actual transactions in the repurchase agreement market. Interest accrues daily and is payable monthly in arrears on the first business day of the next month. During an event of default, the applicable interest rate increases by an additional 3.0% per annum computed on the basis of a 360 day year. Interest is payable at the option of the Borrower by either (i) setoff against any payments owed against Concentrates (as defined below) or (ii) in cash. The Ocean Partners Facility matures on the earlier of six full calendar months following the first draw and termination of the Prepayment Agreement in accordance with its terms. Following a grace period of three full calendar months from the start of the first Draw, principal is scheduled to be repaid in installments equal to 20% in the fourth month, 20% in the fifth month and 60% in the sixth month following the first Draw. The Borrower may repay amounts outstanding under the Ocean Partners Facility through delivery of concentrates (“ Concentrates ”) under the assigned Amended and Restated Lead Concentrate Offtake Agreement between SVM and Teck Metals Ltd. (“ Teck ”), dated July 8, 2026, as assigned by Teck to Ocean Partners on July 14, 2026 (the “ Concentrates Agreement ”) or in cash. The Borrower may voluntarily prepay amounts outstanding under the Ocean Partners Facility at any time upon five days’ notice without premium or penalty. Amounts repaid under the Ocean Partners Facility may not be reborrowed. The Company intends to use the proceeds from the Ocean Partners Facility for working capital at the Bunker Hill Mine in Idaho. The Prepayment Agreement contains customary representations and warranties, affirmative and negative covenants, conditions precedent, events of default and termination provisions. Conditions to funding include, among other things, receipt of required corporate approvals, the accuracy of specified representations and warranties, the absence of a default and, prior to the first draw, the public announcement of a merger or acquisition agreement with Silver47 Exploration Corp. Events of default include (i) failure by the Borrower to pay when due any amount owing under the Prepayment Agreement; (ii) any representation or warranty made by the Borrower in the Prepayment Agreement or any statement made in any certificate, report or financial information furnished by the Borrower to Ocean Partners being determined by Ocean Partners to have been false or misleading in any material respect when made; (iii) a failure by the Borrower to perform or comply with any of the covenants or provisions set forth in the Purchase Agreement, which failure remains unremedied for a period of 30 days after written notice; (iv) the Borrower shall default in connection with the Concentrates Agreement or any other material agreement with Ocean Partners, which default entitles Ocean Partners to terminate or accelerate such agreement or exercise any remedies thereunder; or (v) the Borrower (A) is unable or admits inability to pay its debts as they fall due; (B) is deemed to, or is declared to, be unable to pay its debts under applicable law; (C) suspends or threatens to suspend making payments on any of its debts; or (D) by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness; or (vi) the value of the assets of the Borrower is less than its liabilities (taking into account contingent and prospective liabilities); (vii) the Borrower sells the Bunker Hill Mine or there is a change of control of the Borrower with a change of control being defined as the acquisition or increase and the corresponding disposal or decrease of direct or indirect control of the Bunker Hill Mine; (viii) a moratorium is declared in respect of any indebtedness of the Borrower; (ix) any corporate action, legal proceedings or other procedure or step is taken in relation to: (A) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Borrower; (B) a composition, compromise, assignment or arrang