KELLOGG, Idaho and VANCOUVER, British Columbia, Feb. 09, 2026 (GLOBE NEWSWIRE) -- Bunker Hill Mining Corp. ("Bunker Hill" or the "Company") (TSX-V: BNKR | OTCQB: BHLL), is pleased to announce that it has entered into an agreement with Haywood Securities Inc., as lead agent and sole bookrunner acting on behalf of a syndicate of agents (the "Agents") to be formed, in connection with a brokered, "best efforts" private placement offering of approximately 138,900,000 units of the Company (the "Units") at a price per Unit of C$0.18 (the "Issue Price") for aggregate gross proceeds to the Company of approximately C$25,002,000 (the "LIFE Offering"). In addition, on January 23, 2026, the Company's board of directors approved a reverse stock split of the Company's common stock, par value US$0.000001 ("Common Stock") and preferred stock, par value US$0.000001 ("Preferred Stock" and, together with the Common Stock, the "Capital Stock") at a ratio of one-for-thirty-five (the "Reverse Stock Split"). Unless the context provides otherwise, all stock price and share count information referenced herein is on a pre-Reverse Stock Split basis.
Brokered LIFE Offering
Each Unit will consist of one share of Common Stock (a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of C$0.30 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% of the LIFE Offering in Units at the Issue Price (the "Agents' Option"), 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 C$0.17 per warrant, for minimum gross proceeds to the Company of C$5,000,000 (the "Warrant Exercise"). The completion of the Offering is subject to the completion of the Warrant Exercise.
The minimum amount of the Offering is C$15,000,000.
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 ("NI 45-106"), 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 (together, 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 (the "U.S. Securities Act"), 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 (the "Offering Document") related to this LIFE Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at: www.bunkerhillmining.com. 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 (the "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 ("TSXV") and the applicable securities regulatory authorities. The Offering is subject to final acceptance of the TSXV.
In consideration for their services, the Company has agreed ...
