Quarterly Report for Quarter Ending June 30, 2024 (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 333-150028

BUNKER HILL MINING CORP.

(Exact Name of Registrant as Specified in its Charter)

nevada		32-0196442
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

300-1055 West Hastings Street Vancouver, British Columbia, Canada		V6E 2E9
(Address of Principal Executive Offices)		(Zip Code)

(604)417-7952

(Registrant's Telephone Number, including Area Code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☒ No ☐

Indicate by check mark whether the Registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes☒ No ☐

to this Form 10-Q. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer☒		Smaller reporting company ☒
		Emerging Growth Company ☐

Indicate by check mark whether the Registrant is a shell company, as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No ☒Number of shares of Common Stock outstanding as of July 30, 2024: 343,752,625

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	3
	Item 1. Financial Statements	3
	Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operation	21
	Item 3. Quantitative and Qualitative Disclosures about Market Risk	25
	Item 4. Controls and Procedures	25
PART II - OTHER INFORMATION	27
	Item 1. Legal Proceedings	27
	Item 1A. Risk Factors	27
	Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds	27
	Item 3. Defaults upon Senior Securities	27
	Item 4. Mine Safety Disclosure	28
	Item 5. Other Information	28
	Item 6. Exhibits	28

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The condensed interim consolidated financial statements of Bunker Hill Mining Corp., ("Bunker Hill", the "Company", or the "Registrant") a Nevada corporation, included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission. Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S.") were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Form 10-K for the year ended December 31, 2023, and all amendments thereto.

Bunker Hill Mining Corp.

Condensed Interim Consolidated Balance Sheets

(Expressed in United States Dollars)

Unaudited

		June 30,			December 31,
		2024			2023
ASSETS
Current assets
Cash		$	3,539,424			$	20,102,596
Restricted cash (note 8)			4,475,000				6,476,000
Accounts receivable and prepaid expenses (note 3)			1,610,007				598,401
Total current assets			9,624,431				27,176,997
Non-current assets
Spare parts inventory (note 5)			341,004				341,004
Long term deposit			254,106				249,265
Equipment (note 4)			1,303,935				946,661
Right-of-use asset (note 4)			564,375				625,022
Bunker Hill Mine and mining interests (note 6)			16,746,920				15,198,259
Process plant (note 5)			34,997,127				17,452,470
Total assets		$	63,831,898			$	61,989,678
EQUITY AND LIABILITIES
Current liabilities
Accounts payable (note 16)		$	8,210,720			$	1,788,950
Accrued liabilities			3,127,760				1,225,525
Current portion of lease liability (note 7)			91,993				353,526
Deferred share units liability (note 12)			998,244				569,327
Environment protection agency cost recovery payable (note 8)			3,000,000				3,000,000
Current portion of stream debenture			2,730,622				-
Interest payable (note 9)			529,450				534,998
Total current liabilities			18,688,789				7,472,326
Non-current liabilities
Lease liability (note 7)			5,063				71,808
Series 1 convertible debenture (note 9)			5,222,964				5,244,757
Series 2 convertible debenture (note 9)			13,371,724				13,458,570
Stream debenture (note 9)			48,639,378				51,138,000
Environment protection agency cost recovery liability, net of discount (note 8)			7,506,801				6,574,140
Deferred tax liability (note 14)			1,383,872				2,588,590
Derivative warrant liability (note 10)			2,423,994				1,808,649
Total liabilities			97,242,585				88,356,840
Shareholders' Deficiency
Preferred shares, $0.000001par value, 10,000,000preferred shares authorized			-				-
Common shares, $0.000001par value, 1,500,000,000common shares authorized			338				321
Additional paid-in-capital (note 10)			59,525,717				57,848,953
Accumulated other comprehensive income			1,572,796				808,662
Accumulated deficit			(94,509,538	)			(85,025,098	)
Total shareholders' deficiency			(33,410,687	)			(26,367,162	)
Total shareholders' deficiency and liabilities		$	63,831,898			$	61,989,678

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

Bunker Hill Mining Corp.

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss

(Expressed in United States Dollars)

Unaudited

		Three Months Ended			Six Months Ended
		June 30,			June 30
		2024			2023			2024			2023
Operating expenses (note 15)		$	(4,150,114	)		$	(3,336,973	)		$	(7,937,745	)		$	(5,522,461	)
Other income or gain (expense or loss)
Interest income			164,381				231,133				455,711				231,133
Change in derivative liabilities (note 10)			(351,402	)			(13,246,561	)			(615,345	)			(9,019,987	)
Loss on foreign exchange			(9,704	)			(591	)			(4,050	)			(3,479	)
Loss on FV of debentures (note 9)			(498,263	)			(1,884,232	)			(655,495	)			(194,531	)
Gain on debt settlement (note 6)			-				7,117,420				-				7,117,420
Gain on warrant settlement			-				-				-				214,714
Interest expense (note 7,8,9)			(2,176,868	)			(1,388,420	)			(4,260,603	)			(2,713,049	)
Finance costs (note 9)			-				(524,130	)			-				(1,100,881	)
Other income			-				24,439				694				24,439
Gain on stream debentures (note 9)			2,748,000				-				2,531,000				-
Loss on debt modification (note 9)			-				(99,569	)			-				(99,569	)
Loss on debt settlement (note 9)			(133,232	)			(241,557	)			(203,325	)			(491,643	)
Loss for the period pre tax		$	(4,407,202	)		$	(13,349,041	)		$	(10,689,158	)		$	(11,557,894	)
Deferred tax recovery (expense) (note 14)			504,798				(3,508,741	)			1,204,718				(3,508,741	)
Loss for the period		$	(3,902,404	)		$	(16,857,782	)		$	(9,484,440	)		$	(15,066,635	)
Other comprehensive (loss) income, net of tax:
Gain (loss) on change in FV on own credit risk			475,762				(373,415	)			764,134				433,597
Other comprehensive income (loss)			475,762				(373,415	)			764,134				433,597
Comprehensive Loss		$	(3,426,642	)		$	(17,231,197	)		$	(8,720,306	)		$	(14,633,038	)
Net loss per common share - basic		$	(0.01	)		$	(0.07	)		$	(0.03	)		$	(0.06	)
Net loss per common share - fully diluted		$	(0.01	)		$	(0.07	)		$	(0.03	)		$	(0.06	)
Weighted average common shares - basic			338,800,384				258,236,840				334,103,756				247,170,167
Weighted average common shares - fully diluted			338,800,384				258,236,840				334,103,756				247,170,167

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

Bunker Hill Mining Corp.

Condensed Interim Consolidated Statements of Cash Flows

(Expressed in United States Dollars)

Unaudited

		Six Months			Six Months
		Ended			Ended
		June 30,			June 30,
		2024			2023
Operating activities
Net loss for the period		$	(9,484,440	)		$	(15,066,635	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation (note 10, 11, 12)			1,009,951				975,188
Depreciation expense			185,656				89,193
Change in fair value of derivative liabilities			615,345				9,019,987
Deferred tax (recovery) expense			(1,204,718	)			3,508,741
(Gain) loss on warrant extinguishment			-				(214,714	)
Units issued for services			-				111,971
Interest expense on lease liability (note 7)			41,005				5,080
Loss on debt settlement			203,325				491,643
Gain on stream debenture			(2,531,000	)			-
Loss on debt modification			-				99,569
Accretion of liabilities			3,209,877				855,969
Loss on fair value of debentures			655,495				194,531
Gain on debt settlement			-				(7,117,420	)
Changes in operating assets and liabilities:
Accounts receivable and prepaid expenses			(1,016,447	)			(470,181	)
Accounts payable			1,595,914				(61,969	)
Accrued liabilities			(134,370	)			(118,577	)
Interest payable			1,009,728				1,041,361
Net cash used in operating activities			(5,844,679	)			(6,656,263	)
Investing activities
Process plant			(10,414,510	)			(3,155,362	)
Mine improvements			(1,465,994	)			(514,127	)
Purchase of machinery and equipment			(441,654	)			(60,004	)
Net cash used in investing activities			(12,322,158	)			(3,729,493	)
Financing activities
Proceeds from stream obligation			-				46,000,000
Transaction costs stream obligation			-				(304,156	)
Proceeds from issuance of special warrants			-				3,661,822
Proceeds from warrants exercise			-				837,459
Proceeds from promissory note			-				390,000
Repayment of bridge loan			-				(5,000,000	)
Repayment of promissory notes			-				(654,315	)
Lease payments			(397,335	)			(120,000	)
Net cash (used) provided by financing activities			(397,335	)			44,810,810
Net change in cash			(18,564,172	)			34,425,054
Cash, beginning of period			26,578,596				7,184,105
Cash, end of period		$	8,014,424			$	41,609,159
Supplemental disclosures
Cash interest paid		$	-			$	322,708
Non-cash activities
Accounts payable, accrued liabilities, and promissory notes settled with special warrants issuance		$	-			$	874,198
Interest payable settled with common shares		$	1,015,262			$	2,039,282
Reconciliation from Cash Flow Statement to Balance Sheet:
Cash and restricted cash end of period		$	8,014,424			$	41,609,159
Less restricted cash			4,475,000				6,476,000
Cash end of period		$	3,539,424			$	35,133,159

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

Bunker Hill Mining Corp.

Condensed Interim Consolidated Statements of Changes in Shareholders' Deficiency

(Expressed in United States Dollars)

Unaudited

											Accumulated
								Additional			other
		Common stock			paid-in-			comprehensive			Accumulated
		Shares			Amount			capital			income			deficit			Total
Balance, December 31, 2023			322,661,482			$	321			$	57,848,953			$	808,662			$	(85,025,098	)		$	(26,367,162	)
Stock-based compensation			-				-				458,180				-				-				458,180
Shares issued for interest payable			13,791,298				14				1,218,587				-				-				1,218,601
Shares issued for RSUs vested			2,646,436				3				(3	)			-				-				-
OCI			-				-				-				764,134				-				764,134
Net (loss) for the period			-				-				-				-				(9,484,440	)			(9,484,440	)
Balance, June 30, 2024			339,099,216			$	338			$	59,525,717			$	1,572,796			$	(94,509,538	)		$	(33,410,687	)
Balance, December 31, 2022			229,501,661			$	228			$	45,161,513			$	253,875			$	(71,592,559	)		$	(26,176,943	)
Stock-based compensation											1,050,105				-				-				1,050,105
Compensation options											111,971				-				-				111,971
Shares issued for RSUs vested			5,767,218				6				(6	)			-				-				-
Shares issued for interest payable			20,125,209				20				2,308,171				-				-				2,308,191
Shares issued for warrant exercise			10,416,667				10				907,080				-				-				907,090
OCI			-				-				-				433,597				-				433,597
Net (loss) for the period			-				-				-				-				(15,066,635	)			(15,066,635	)
Balance, June 30, 2023			265,810,755			$	264			$	49,538,834			$	687,472			$	(86,659,194	)		$	(36,432,624	)

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

Bunker Hill Mining Corp.

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

Three and Six Months Ended June 30, 2024

(Expressed in United States Dollars)

1. Nature and Continuance of Operations

Bunker Hill Mining Corp. (the "Company") was incorporated under the laws of the state of Nevada, U.S.A. on February 20, 2007, under the name Lincoln Mining Corp. Pursuant to a Certificate of Amendment dated February 11, 2010, the Company changed its name to Liberty Silver Corp., and on September 29, 2017, the Company changed its name to Bunker Hill Mining Corp. The Company's registered office is located at 1802 N. Carson Street, Suite 212, Carson City, Nevada 89701, and its head office is located at 300-1055 West Hastings Street, Vancouver, British Columbia, Canada,V6E 2E9. As of the date of this Form 10-Q, the Company had one subsidiary, Silver Valley Metals Corp. ("Silver Valley", formerly American Zinc Corp.), an Idaho corporation created to facilitate the work being conducted at the Bunker Hill Mine in Kellogg, Idaho.

The Company was incorporated for the purpose of engaging in mineral exploration, and exploitation activities. It continues to work at developing its project with a view towards putting it into production.

2. Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, shareholders' deficiency, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The unaudited condensed interim consolidated financial statements should be read in conjunction with the Company's Annual Report on Form 10-K, which contains the annual audited consolidated financial statements and notes thereto, together with the Management's Discussion and Analysis, for the year ended December 31, 2023. The interim results for the period ended June 30, 2024, are not necessarily indicative of the results for the full fiscal year. The unaudited condensed interim consolidated financial statements are presented in United States dollars, which is the Company's functional currency.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes for items such as mineral reserves, useful lives and depreciation methods, potential impairment of long-lived assets, sale of mineral properties for the accounting of the conversion of the royalty convertible debenture (the "RCD"), deferred income taxes, settlement pricing of commodity sales, fair value of stock based compensation, accrued liabilities, estimation of asset retirement obligations and reclamation liabilities, convertible debentures, stream obligation, and warrants. Estimates are based on historical experience and various other assumptions that the Company believes to be reasonable. Actual results could differ from those estimates.

3. Accounts receivable and prepaid expenses

Accounts receivable and prepaid expenses consists of the following:

		June 30,			December 31,
		2024			2023
Prepaid expenses and deposits		$	1,455,431			$	382,198
HST and interest receivable			124,576				121,621
Environment protection agency overpayment (note 8)			30,000				94,582
Total		$	1,610,007			$	598,401

4. Equipment, Right-of-Use Asset

Equipment consists of the following:

		June 30,			December 31,
		2024			2023
Equipment		$	1,914,606			$	1,460,375
Less accumulated depreciation			(610,671	)			(513,714	)
Equipment, net		$	1,303,935			$	946,661

The total depreciation expense relating to equipment during the three and six months ended June 30, 2024, was $50,492and $96,957, respectively. Compared to the three and six months ended June 30, 2023, was $31,732and $76,424, respectively.

Right-of-use asset consists of the following:

		June 30,			December 31,
		2024			2023
Right-of-use asset			698,860				670,808
Less accumulated depreciation			(134,485	)			(45,786	)
Right-of-use asset, net		$	564,375			$	625,022

The total depreciation expense during the three and six months ended June 30, 2024, was $44,349and $88,699, respectively. Compared to the three and six months ended June 30, 2023, was $6,385and $12,769respectively.

5. Process Plant

On May 13, 2022, the Company purchased a comprehensive package of equipment and parts inventory from Teck Resources Limited ("Teck"). The package comprises substantially all processing equipment of value located at the Pend Oreille mine site, including complete crushing, grinding and flotation circuits suitable for a planned ~1,500 ton-per-day operation at the Bunker Hill site, and total inventory of nearly 10,000 components and parts for mill, assay lab, conveyer, field instruments, and electrical spares.

The process plant was purchased in an assembled state in the seller's location, and included major processing systems, significant components, and a large inventory of spare parts. The Company has disassembled and transported it to the Bunker Hill site, and will be reassembling it as an integral part of the Company's future operations. The Company determined that the transaction should be accounted for as an asset acquisition, with the process plant representing a single asset, with the exception of the inventory of spare parts, which has been separated out and appears on the condensed interim consolidated balance sheets as a non-current asset in accordance with a purchase price allocation. As the plant is demobilized, transported and reassembled, installation and other costs associated with these activities is being captured and capitalized as components of the asset.

Process plant consists of the following:

		June 30,			December 31,
		2024			2023
Plant purchase price less inventory		$	3,633,292			$	3,633,292
Ball Mill			1,007,544				745,626
Demobilization			2,204,539				2,204,539
Detailed engineering and construction costs			27,432,561				10,635,606
Capitalized interest (note 9)			719,191				233,407
Process Plant		$	34,997,127			$	17,452,470

6. Bunker Hill Mine and Mining Interests

The Company purchased the Bunker Hill Mine (the "Mine") in January 2022.

The carrying cost of the Mine is comprised of the following:

		June 30,			December 31,
		2024			2023
Bunker Hill Mine purchase		$	14,247,210			$	14,247,210
Capitalized development			4,271,550				2,722,889
Sale of mineral properties (note 9)			(1,973,840	)			(1,973,840	)
Land			202,000				202,000
Bunker Hill mine		$	16,746,920			$	15,198,259

Land purchase and leases

The Company owns a 225-acre surface land parcel valued at its original purchase price of $202,000which includes the surface rights to portions of 24 patented mining claims, for which the Company already owns the mineral rights.

During the six months ended June 30, 2023, the Company entered into a lease agreement with C & E Tree Farm LLC for the lease of a land parcel overlaying a portion of the Company's existing mineral claims package. The Company is committed to making monthly payments of $10,000through February 2026. The Company has the option to purchase the land parcel through March 1, 2026, for $3,129,500less 50% of the payments made through the date of purchase.

7. Lease Liability

As of June 30, 2024, The Company's undiscounted lease obligations consisted of the following:

		June 30,			December 31,
		2024			2023
Gross lease obligation - minimum lease payments
1 year		$	98,007			$	393,673
2- 3 years			3,418				73,588
4-5 years			-				-
Future interest expense on lease obligations			(4,369	)			(41,927	)
Total lease liability			97,056				425,334
Current lease liability			91,993				353,526
Non-current lease liability			5,063				71,808
Total lease liability			97,056				425,334

Interest expense for the three and six months ended June 30, 2024, was $13,997and $41,005, respectively. Compared to the three and six months ended June 30, 2023, was $1,469and $5,080, respectively.

8. Environmental Protection Agency and Water Treatment Liabilities ("EPA")

Effective December 19, 2021, the Company entered into an amended Settlement Agreement between the Company, Idaho Department of Environmental Quality, U.S. Department of Justice, and the EPA (the "Amended Settlement"). Upon the effectiveness of the Amended Settlement, the Company would become fully compliant with its payment obligations to these parties. The Amended Settlement modified the payment schedule and payment terms for recovery of the historical environmental response costs. Pursuant to the terms of the Amended Settlement, upon purchase of the Bunker Hill Mine and the satisfaction of financial assurance commitments (as described below), the $19,000,000of cost recovery liabilities will be paid by the Company to the EPA on the following dates:

Date		Amount
Within 30 days of Settlement Agreement		$	2,000,000
November 1, 2024		$	3,000,000
November 1, 2025		$	3,000,000
November 1, 2026		$	3,000,000
November 1, 2027		$	3,000,000
November 1, 2028		$	3,000,000
November 1, 2029		$	2,000,000plus accrued interest

In addition to the changes in payment terms and schedule, the Amended Settlement includes a commitment by the Company to secure $17,000,000of financial assurance in the form of performance bonds or letters of credit deemed acceptable to the EPA.

As of June 30, 2024, the Company had two payment bonds of $9,999,000and $7,000,000in place to secure this liability (as of December 31, 2023, the Company had two payment bonds of $9,999,000and $5,000,000, and a $2,001,000letter of credit, in place to secure this liability). The collateral for the payment bonds is comprised of two letters of credit of $4,475,000in aggregate, as well as land pledged by third parties with whom the company has entered into a financing cooperation agreement that contemplates a monthly fee of $20,000(payable in cash or common shares of the Company, at the Company's election). The letters of credit of $4,475,000in aggregate are secured by cash deposits under an agreement with a commercial bank, which comprise the $4,475,000of restricted cash shown within current assets as of June 30, 2024, compared to $6,476,000as of December 31, 2023.

9

The financial assurance can be drawn on by the EPA in the event of non-performance by the Company of its payment obligations under the Amended Settlement (the "Financial Assurance"). The amount of the bonds will decrease over time as individual payments are made.

The Company recorded accretion expense on the liability of $479,854and $932,661for the three and six months ended June 30, 2024, respectively, bringing the net liability to $10,506,801(previously accrued interest of $154,743) as of June 30, 2024. The Company recorded accretion expense on the liability of $396,663and $770,969for the three and six months ended June 30, 2023, respectively.

Water Treatment Charges - Idaho Department of Environmental Quality ("IDEQ")

Separate to the cost recovery liability outlined above, the Company is responsible for the payment of ongoing water treatment charges. Water treatment charges incurred through December 31, 2021, were payable to the EPA, and charges thereafter are payable to the Idaho Department of Environmental Quality ("IDEQ") following a handover of responsibilities for the Central Treatment Plant from the EPA to the IDEQ as of that date.

The Company currently makes monthly payments of $100,000to the IDEQ as instalments toward the cost of treating water at the Central Treatment Plant. Upon receipt of an invoice from the IDEQ for actual costs incurred, a reconciliation is performed relative to payments made, with an additional payment made or refund received as applicable. The Company accrues $100,000per month based on its estimate of the monthly cost of water treatment. As of June 30, 2024, a prepaid expense of $30,000(December 31, 2023: $94,582) represented the difference between the estimated cost of water treatment and net payments made by the Company to the IDEQ to date. This balance has been recognized on the condensed interim consolidated balance sheets as accounts receivable and prepaid expenses.

9. Promissory Notes Payable and Convertible Debentures

Promissory Notes

On September 22, 2021, the Company issued a non-convertible promissory note of $2,500,000bearing interest of 15% per annum and payable at maturity. Interest expense for the three and six months ended June 30, 2024, was $nil and $nil respectively. Compared to $54,931and $110,411for the three and six months ended June 30, 2023, respectively. The Company incurred a one-time penalty of 10% of the outstanding principal on June 30, 2023, of $99,569which is included in Loss on debt modification in the condensed interim consolidated statements of loss and comprehensive loss. A final principal payment of $1,599,569was made during the year ended December 31, 2023.

On February 21, 2023, the Company issued a non-convertible promissory note to a related party of $120,000, and a separate non-convertible promissory note of $120,000to another party. Each promissory note bore fixed interest of $18,000per annum, payable at maturity. Both promissory notes, including interest, were settled on March 27, 2023.

In June 2023, the Company issued a non-convertible promissory note in the amount of $150,000. The promissory note bore fixed interest of $15,000per annum, payable at maturity. The promissory note, including interest, was settled in June 2023.

Project Finance Package with Sprott Private Resource Streaming & Royalty Corp.

On December 20, 2021, the Company executed a non-binding term sheet outlining a $50,000,000project finance package with Sprott Private Resource Streaming and Royalty Corp. ("SRSR").

The non-binding term sheet with SRSR outlined a $50,000,000project financing package that the Company expected to fulfill the majority of its funding requirements to restart the Mine. The term sheet consisted of an $8,000,000royalty convertible debenture (the "RCD"), a $5,000,000convertible debenture (the "CD1"), and a multi-metals stream of up to $37,000,000(the "Stream"). The CD1 was subsequently increased to $6,000,000, increasing the project financing package to $51,000,000.

On June 17, 2022, the Company consummated a new $15,000,000convertible debenture (the "CD2"). As a result, total potential funding from SRSR was further increased to $66,000,000including the RCD, CD1, CD2 and the Stream (together, the "Project Financing Package").

On June 23, 2023, the Company closed the upsized and improved $67,000,000project finance package with SRSR, consisting of a $46,000,000stream and a $21,000,000new debt facility. The newly proposed $46,000,000stream (the "Stream") was envisaged to have the same economic terms as the previously proposed $37,000,000stream, with a $9,000,000increase in gross proceeds received by the Company, resulting in a lower cost of capital for the Company. The Company also announced a new $21,000,000debt facility (the "Debt Facility"), available for draw at the Company's election for two years. As a result, total funding commitments from SRSR was envisaged to increase to $96,000,000including the RCD, CD1, CD2, Stream and debt facility (together, the "Project Financing Package"). The Bridge Loan, as previously envisaged, was to be repaid from the proceeds of the Stream. The parties also agreed to extend the maturities of the CD1 and CD2 to March 31, 2026, when the full $6million and $15million, respectively, will become due.

$8,000,000 Royalty Convertible Debenture

The Company closed the $8,000,000RCD on January 7, 2022. The RCD bears interest at an annual rate of 9.0%, payable in cash or Common Shares at the Company's option, until such time that SRSR elects to convert a royalty, with such conversion option expiring at the earlier of advancement of the Stream or July 7, 2023 (subsequently amended as described below). In the event of conversion, the RCD will cease to exist, and the Company will grant a royalty for 1.85% of life-of-mine gross revenue from mining claims considered to be historically worked, contiguous to current accessible underground development, and covered by the Company's 2021 ground geophysical survey (the "SRSR Royalty"). A 1.35% rate will apply to claims outside of these areas. The RCD was initially secured by a share pledge of the Company's operating subsidiary, Silver Valley, until a full security package was put in place concurrent with the consummation of the CD1. In the event of non-conversion, the principal of the RCD will be repayable in cash.

Concurrent with the funding of the CD2 in June 2022, the Company and SRSR agreed to a number of amendments to the terms of the RCD, including an amendment of the maturity date from July 7, 2023 to March 31, 2025. The parties also agreed to enter a Royalty Put Option such that in the event the RCD is converted into a royalty as described above, the holder of the royalty will be entitled to resell the royalty to the Company for $8,000,000upon default under the CD1 or CD2 until such time that the CD1 and CD2 are paid in full. The Company determined that the amendments in the terms of the RCD should not be treated as an extinguishment of the RCD and have therefore been accounted for as a modification.

On June 23, 2023, the funding date of the Stream, the RCD was repaid by the Company granting a royalty for 1.85% of life-of-mine gross revenue (the "Royalty") from mining claims historically worked as described above. A 1.35% rate will apply to claims outside of these areas. The Company has accounted for the Royalty as a sale of mineral properties (refer to note 6 for further detail).

$6,000,000 Series 1 Convertible Debenture (CD1)

The Company closed the $6,000,000CD1 on January 28, 2022, which was increased from the previously-announced $5,000,000. The CD1 bears interest at an annual rate of 7.5%, payable in cash or shares at the Company's option, and matures on July 7, 2023(subsequently amended, as described below). The CD1 is secured by a pledge of the Company's properties and assets. Until the closing of the Stream, the CD1 was to be convertible into Common Shares at a price of C$0.30per Common Share, subject to stock exchange approval (subsequently amended, as described below). Alternatively, SRSR may elect to retire the CD1 with the cash proceeds from the Stream. The Company may elect to repay the CD1 early; if SRSR elects not to exercise its conversion option at such time, a minimum of 12 months of interest would apply.

Concurrent with the funding of the CD2 in June 2022, the Company and SRSR agreed to a number of amendments to the terms of the CD1, including that the maturity date would be amended from July 7, 2023 to March 31, 2025, and that the CD1 would remain outstanding until the new maturity date regardless of whether the Stream is advanced, unless the Company elects to exercise its option of early repayment. The Company determined that the amendments in the terms of the CD1 should not be treated as an extinguishment of the CD1 and have therefore been accounted for as a modification.

Concurrent with the funding of the Stream in June 2023, the Company and Sprott agreed to amend the maturity date of CD1 from March 31, 2025, to March 31, 2026, and that CD1 would remain outstanding until the new maturity date unless the company elects to exercise its option of early repayment. The Company determined that the amendments to the terms of the CD1 should not be treated as an extinguishment of the CD1 and have therefore been accounted for as a modification.

$15,000,000 Series 2 Convertible Debenture (CD2)

The Company closed the $15,000,000CD2 on June 17, 2022. CD2 bears interest at an annual rate of 10.5%, payable in cash or shares at the Company's option, and matures on March 31, 2025. The CD2 is secured by a pledge of the Company's properties and assets. The repayment terms include 3 quarterly payments of $2,000,000each beginning June 30, 2024, and $9,000,000on the maturity date.

Concurrent with the funding of the Stream in June 2023, the Company and Sprott agreed to amend the maturity date of the CD2 from 3 quarterly payments of $2,000,000each beginning June 30, 2024, and $9,000,000on March 31, 2025, to payment in full on March 31, 2026, and that the CD2 would remain outstanding until the new maturity date unless the Company elects to exercise its option of early repayment or Sprott elects to exercise its share conversion option. The CD2 is convertible into Common Shares at a price of C$0.29per Common Share, subject to stock exchange approval.

The Company determined that the amendments to the terms of the CD2 should not be treated as an extinguishment of the CD2 and have therefore been accounted for as a modification.

The Company determined that in accordance with ASC 815 Derivatives and Hedging, each debenture will be valued and recorded as a single instrument, with the periodic changes to fair value accounted through earnings, profit and loss.

Consistent with the approach above, the following table summarizes the key valuation inputs as at applicable valuation dates using the binomial lattice methodology based on a Cox-Ross-Rubenstein ("CRR") approach:

Reference (1,2,3)		Valuation date		Maturity date		Contractual Interest rate			Stock price (US$)			Expected equity volatility			Credit spread			Risk-free rate			Risk- adjusted rate
CD1 note		12-31-23		03-31-26			7.50	%			0.098				115	%			8.41	%			4.18	%			18.89	%
CD2 note		12-31-23		03-31-26			10.50	%			0.098				115	%			8.41	%			4.18	%			20.79	%
CD1 note		03-31-24		03-31-26			7.50	%			0.100				110	%			10.07	%			4.59	%			20.77	%
CD2 note		03-31-24		03-31-26			10.50	%			0.100				110	%			10.07	%			4.59	%			22.65	%
CD1 note		06-30-24		03-31-26			7.50	%			0.117				100	%			13.61	%			4.80	%			24.13	%
CD2 note		06-30-24		03-31-26			10.50	%			0.117				100	%			13.61	%			4.80	%			25.97	%

	(1)	The CD1 carried a Discount for Lack of Marketability ("DLOM") of 5.0% as of the issuance date. The CD2 carried a DLOM of 10.0% as of the issuance date.
	(2)	CD1 carries an instrument-specific spread of 7.23%, CD2 carries an instrument-specific spread of 9.32%
	(3)	The conversion price of the CD1 is $0.219and CD2 is $0.212as of June 30, 2024. The conversion price of the CD1 is $0.227and CD2 is $0.219as of December 31, 2023.

The resulting fair values of the CD1 and CD2 at June 30, 2024, and as of December 31, 2023, were as follows:

Instrument Description		June 30, 2024			December 31, 2023
CD1		$	5,222,964			$	5,244,757
CD2			13,371,724				13,458,570
Total		$	18,594,688			$	18,703,327

The (loss) gain on changes in FV of convertible debentures recognized on the condensed interim consolidated statements of loss and comprehensive loss during the three and six months ended June 30, 2024, was ($498,263) and ($655,495), respectively, and ($1,884,232) and ($194,531) for the three and six month ended June 30, 2023, respectively. The portion of changes in fair value that is attributable to changes in the Company's credit risk is accounted for within other comprehensive (loss) income during the three and six months ended June 30, 2024, was $475,762and 764,134respectively. Compared to three and six months ended June 30, 2023, was ($373,415) and $433,597, respectively. Interest expense for the three and six months ended June 30, 2024, was $504,863and $1,009,726, respectively. Compared to the three and six months ended June 30, 2023, was $670,562and $1,347,411, respectively. At June 30, 2024 interest of $504,863($510,411at December 31, 2023) is included in interest payable on the condensed interim consolidated balance sheets. Interest is due on a quarterly basis. For the three and six months ended June 30, 2024, the Company recognized $133,232and $203,325, respectively, loss on debt settlement in the condensed interim consolidated statements of loss and comprehensive loss, as a result of settling interest by issuance of shares. Compared to the three and six months ended June 30, 2023, was $18,803and $268,889, respectively.

The Company performs quarterly testing of the covenants in the CD1 and CD2 and was not in compliance with the working capital covenant require as of June 30, 2024, however, each debenture holder agreed to waive the working capital covenant for the period of June 30, 2024. It is probable that the violation will be cured by September 30, 2024.

The Stream

On June 23, 2023, all conditions were met for the closing of the Stream, and $46,000,000was advanced to the Company. The Stream is secured by the same security package that is in place with respect to the RCD, CD1, and CD2. The Stream is repayable by applying 10% of all payable metals sold until a minimum quantity of metal is delivered consisting of, individually, 63.5 million pounds of zinc, 40.4 million pounds of lead, and 1.2 million ounces of silver (subsequently amended, as described below). Thereafter, the Stream would be repayable by applying 2% of payable metals sold. The delivery price of streamed metals will be 20% of the applicable spot price. At the Company's option, the Company may buy back 50% of the Stream Amount at a 1.40x multiple of the Stream Amount between the second and third anniversary of the date of funding, and at a 1.65x multiple of the Stream Amount between the third and fourth anniversary of the date of funding.The Company incurred $740,956of transactions costs directly related to the Stream which were capitalized against the initial recognition of the Stream.

The Company determined that in accordance with ASC 815 derivatives and hedging, the Stream does not meet the criteria for treatment as a derivate instrument as the quantities of metal to be sold thereunder are not subject to a minimum quantity, and therefore a notional amount is not determinable. The Company has therefore determined that in accordance with ASC 470, the stream obligation should be treated as a liability based on the indexed debt rules thereunder. The initial recognition has been made at fair value based on cash received, net of transaction costs, and the discount rate calibrated so that the future cash flows associated with the Stream, using forward commodity prices, equal the cash received. The measurement of the stream obligation is accounted for at amortized cost with accretion at the discount rate. Subsequent changes to the expected cash flows associated with the Stream will result in the adjustment of the carrying value of the stream obligation using the same discount rate, with changes to the carrying value recognized in the condensed interim consolidated statements of loss and comprehensive loss.

The Company determined the effective interest rate of the Stream obligation to be 10.7% and recorded accretion expense on the liability of $1,178,156and $2,277,216for the three and six months ended June 30, 2024, respectively ($niland $nilfor the three and six months ended June 30, 2023) recognized in the condensed interim consolidated statements of loss and comprehensive loss, accretion expense on the liability of $226,840and $485,784for the three and six months ended June 30, 2024 ($nil and $nil for the three and six months ended June 30, 2023) capitalized into the process plant (note 5) on the condensed interim consolidated balance sheets and gain on revaluation of the liability of $2,748,000and $2,531,000for the three and six months ended June 30, 2024, respectively ($nil and $nil for the six months ended June 30, 2023), bringing the liability to $51,370,000as of June 30, 2024. The revaluation is because of a change in projections. The key assumptions used in the revaluation are production of 700,000,000 lbs of zinc, 385,000,000 lbs of lead, 8,700,000 oz of silver over 14 years and commodity prices of 1.16 $/lb to 1.21 $/lb for zinc, 0.93 $/lb to 0.95 $/lb for lead, and 24.00 $/oz to $28.00 $/oz for silver.

$5,000,000 Bridge Loan

On December 6, 2022, the Company closed a $5,000,000loan facility with Sprott (the "Bridge Loan"). The Bridge Loan is secured by the same security package in place for the RCD, CD1, and CD2. The Bridge Loan bears interest of 10.5% per annum and matures at the earlier of (i) the advance of the Stream, or (ii) June 30, 2024. In addition, the minimum quantity of metal delivered under the Stream, if advanced, would increase by 5% relative to amounts previously announced.

On June 23, 2023, the Company repaid the outstanding principal and interest on the Bridge Loan recognizing a loss on extinguishment of debt of $222,754in the condensed interim consolidated statements of loss and comprehensive loss. Interest expense for three and six months ended June 30, 2024, was $niland $nilrespectively. Compared to the three and six months ended June 30, 2023, was $168,166and $346,550respectively.

$21,000,000 Debt Facility

On June 23, 2023, the Company closed a $21,000,000debt facility with Sprott which is available for draw at the Company's election for a period of 2years. As of December 31, 2023 and June 30, 2024, the Company has not drawn on the facility. Any amounts drawn will bear interest of 10% per annum, payable annually in cash or capitalized until three years from closing of the Debt Facility at the Company's election, and thereafter payable in cash only. The maturity date of any drawings under the Debt Facility will be June 23, 2027. For every $5million or part thereof advanced under the Debt Facility, the Company will grant a new 0.5% life-of-mine gross revenue royalty, on the same terms as the Royalty, to a maximum of 2.0% on the Primary Claims and 1.4% on the Secondary Claims. The Company may buy back 50% of these royalties for $20million. The Company determined that no recognition is required on the financial statements as of June 30, 2024, as no amount has been drawn from the facility.

10. Capital Stock, Warrants and Stock Options

Authorized

The total authorized capital is as follows:

●	1,500,000,000Common Shares with a par value of $0.000001per Common Share; and

●	10,000,000preferred shares with a par value of $0.000001per preferred share

Issued and outstanding

In January 2023, the Company issued 6,377,272shares of common stock in connection with its election to satisfy interest payments under the outstanding convertible debentures for the three months ending December 31, 2022.

In March 2023, the Company issued 9,803,574shares of common stock in connection with its election to satisfy interest payments under the outstanding convertible debentures for the three months ending March 31, 2023.

In March 2023, the Company amended the exercise price and expiry date of 10,416,667warrants which were previously issued in a private placement to Teck Resources ("Teck") on May 13, 2022 in consideration for the Company's acquisition of the Pend Oreille process plant. The warrant entitled the holder thereof to purchase one share of Common Share of the Company at an exercise price of C$0.37per Warrant at any time on or prior to May 12, 2025. The Company amended the exercise price of the warrants from C$0.37to C$0.11per Warrant and the expiry date from May 12, 2025, to March 31, 2023, resulting in a gain on modification of warrants of $214,714. In March 2023, Teck exercised all 10,416,667warrants at an exercise price of C$0.11, for aggregate gross proceeds of C$1,145,834to the Company. During the quarter ended March 31, 2023, the Company recognized a change in derivative liability of $400,152relating to the Teck warrants using the following assumptions: volatility of120%, stock price of C$0.11, interest rate of 3.42% to 4.06%, and dividend yield of 0%.

In March 2023, the Company closed a brokered private placement of special warrants of the Company (the "March 2023 Offering"), issuing 51,633,727special warrants of the Company ("March 2023 Special Warrants") at C$0.12per March 2023 Special Warrant for $4,536,020(C$6,196,047), of which $3,661,822was received in cash and $874,198was applied towards settlement of accounts payable, accrued liabilities and promissory notes.

In connection with the March 2023 Offering, each March 2023 Special Warrant is automatically exercisable (without payment of any further consideration and subject to customary anti-dilution adjustments) into one unit of the Company (a "March 2023 Unit"). Each March 2023 Unit consists of one share of common stock of the Company (each, a "Unit Share") and one common stock purchase warrant of the Company (each, a "Warrant"). Each whole Warrant entitles the holder thereof to acquire one share of common stock of the Company (a "Warrant Share", and together with the Unit Shares, the "Underlying Shares") at an exercise price of C$0.15 per Warrant Share until March 27, 2026, subject to adjustment in certain events. In the event that the Registration Statement had not been declared effective by the SEC on or before 5:00 p.m. (EST) on July 27, 2023, each unexercised Special Warrant would be deemed to be exercised on the Automatic Exercise Date into one penalty unit of the Company (each, a "Penalty Unit"), with each Penalty Unit being comprised of 1.2 Unit Shares and 1.2 Warrants. Notice of such effectiveness was received on July 11, 2023, eliminating the potential for issuance of the Penalty Units.

In connection with the March 2023 Offering, the Company incurred share issuance costs of $585,765and issued 2,070,258compensation options (the "March 2023 Compensation Options"). Each March 2023 Compensation Option is exercisable at an exercise price of C$0.15into one Unit Share and one Warrant Share.

The Special Warrants issued on March 27, 2023, were converted to 51,633,727shares of common stock and common stock purchase warrants on July 24, 2023. The Company determined that in accordance with ASC 815 derivatives and hedging, each Special Warrant will be valued and carried as a single instrument, with the periodic changes to fair value accounted through earnings, profit and loss until the shares of common stock and common stock purchase warrants are issued.

In May 2023, the Company issued 1,318,183shares of common stock in connection with settlement of RSUs.

In June 2023, the Company issued 4,449,035shares of common stock in connection with settlement of RSUs.

In June 2023, the Company issued 3,944,364shares of common stock in connection with its election to satisfy interest payments under the outstanding convertible debentures for the three months ending June 30, 2023.

In January 2024, the Company issued 7,392,859shares of common stock in connection with its election to satisfy interest payments under the outstanding convertible debentures for the three months ending December 31, 2023.

In March 2024, the Company issued 2,546,436shares of common stock in connection with settlement of RSUs.

In April 2024, the Company issued 100,000shares of common stock in connection with settlement of RSUs.

In April 2024, the Company issued 6,398,439shares of common stock in connection with its election to satisfy interest payments under the outstanding convertible debentures for the three months ending March 31, 2024.

In 2024, the Company has accounted for the warrants in accordance with ASC Topic 815. The warrants are considered derivative instruments as they were issued in a currency other than the Company's functional currency of the U.S. dollar. The estimated fair value of warrants accounted for as liabilities was determined on the date of issue and marked to market at each financial reporting period. The change in fair value of the warrant is recorded in the condensed interim consolidated statements of loss and comprehensive loss as a gain or loss and is estimated using the Binomial model.

The fair value of the warrant liabilities related to the various tranches of warrants issued during the period were estimated using the Binomial model to determine the fair value using the following assumptions as at June 30, 2024 and December 31, 2023:

March 2023 warrants		June 30, 2024			December 31, 2023
Expected life			635days

			817days
Volatility			24	%			24	%
Risk free interest rate			3.99	%			3.88	%
Dividend yield			0	%			0	%
Share price (C$)		$	0.16			$	0.11
Fair value		$	1,169,464			$	281,085
Change in derivative liability		$	888,379
April 2022 special warrants issuance		June 30, 2024			December 31, 2023
Expected life			275days

			457days
Volatility			85	%			110	%
Risk free interest rate			3.99	%			3.88	%
Dividend yield			0	%			0	%
Share price (C$)		$	0.16			$	0.11
Fair value		$	271,004			$	546,592
Change in derivative liability		$	(275,588	)
April 2022 non-brokered issuance		June 30, 2024			December 31, 2023
Expected life			275days

			457days
Volatility			85	%			110	%
Risk free interest rate			3.99	%			3.88	%
Dividend yield			0	%			0	%
Share price (C$)		$	0.16			$	0.11
Fair value		$	10,537			$	21,252
Change in derivative liability		$	(10,715	)
15

June 2022 issuance		June 30, 2024			December 31, 2023
Expected life			275days

			457days
Volatility			85	%			110	%
Risk free interest rate			3.99	%			3.88	%
Dividend yield			0	%			0	%
Share price (C$)		$	0.16			$	0.11
Fair value		$	8,721			$	17,589
Change in derivative liability		$	(8,868	)
February 2021 issuance		June 30, 2024			December 31, 2023
Expected life			589days

			771days
Volatility			100	%			110	%
Risk free interest rate			3.99	%			3.88	%
Dividend yield			0	%			0	%
Share price (C$)		$	0.16			$	0.11
Fair value		$	395,879			$	367,349
Change in derivative liability		$	28,530
June 2019 issuance		June 30, 2024			December 31, 2023
Expected life			549days

			731days
Volatility			100	%			110	%
Risk free interest rate			3.99	%			3.88	%
Dividend yield			0	%			0	%
Share price (C$)		$	0.16			$	0.11
Fair value		$	224,051			$	226,570
Change in derivative liability		$	(2,519	)
August 2019 issuance		June 30, 2024			December 31, 2023
Expected life			549days

Outstanding warrants at June 30, 2024 and June 30, 2023 were as follows:

			731days
Volatility			100	%			110	%
Risk free interest rate			3.99	%			3.88	%
Dividend yield			0	%			0	%
Share price (C$)		$	0.16			$	0.11
Fair value		$	344,338			$	348,211
Change in derivative liability		$	(3,873	)

					Weighted			Weighted
					average			average
		Number of			exercise price			grant date
		warrants			(C$)			value ($)
Balance, December 31, 2022			162,129,064			$	0.49			$	0.17
Exercised			(10,416,667	)			0.11				0.12
Balance, June 30, 2023			151,712,397			$	0.50			$	0.17
Balance, December 31, 2023			145,061,976			$	0.37			$	0.09
Balance, June 30, 2024			145,061,976			$	0.37			$	0.09

During the six months ended June 30, 2023, 10,416,667May 2022 Teck warrants were exercised.

At June 30, 2024, the following warrants were outstanding:

		Exercise			Number of			Number of warrants
Expiry date		price (C$)			warrants			exercisable
April 1, 2025			0.37				40,538,969				40,538,969
December 31, 2025			0.59				32,895,200				32,895,200
February 9, 2026			0.60				17,112,500				17,112,500
February 16, 2026			0.60				2,881,580				2,881,580
March 27, 2026			0.15				51,633,727				51,633,727
							145,061,976				145,061,976

Compensation options

At June 30, 2024, the following broker options were outstanding:

					Weighted
		Number of			average
		broker			exercise price
		options			(C$)
Balance, December 31, 2022			5,470,799			$	0.34
Issued - March 2023 Compensation Options (i)			2,070,258				0.15
Balance, June 30, 2023			7,541,057				0.28
Balance, December 31, 2023			4,301,150				0.24
Expired - February 2024			(351,000	)			0.50
Expired - April 2024			(1,879,892	)			0.30
Balance, June 30, 2024			2,070,258				0.15

(i)	The grant date fair value of the March 2023 Compensation Options was estimated at $111,971using the Black-Scholes valuation model with the following underlying assumptions:

Grant Date		Risk free interest rate			Dividend yield			Volatility			Stock price		Weighted average life
March 2023			3.4	%			0	%			120	%		C$0.11		3years

		Exercise			Number of			Grant date Fair value
Expiry date		price (C$)			broker options			($)
March 27, 2026(i)		$	0.15				2,070,258			$	111,971
							2,070,258			$	111,971

i)	Exercisable into one March 2023 Unit

Stock options

The following table summarizes the stock option activity during the six months ended June 30, 2024, and June 30 2023:

					Weighted
					average
		Number of			exercise price
		stock options			(C$)
Balance, December 31, 2022			9,320,636			$	0.51
Balance, June 30, 2023			9,320,636			$	0.51
Balance, December 31, 2023			8,970,636			$	0.52
Balance, June 30, 2024			8,970,636			$	0.52

The following table reflects the actual stock options issued and outstanding as of June 30, 2024:

									Number of
			Remaining			Number of			options
Exercise			contractual			options			vested			Grant date
price (C$)			life (years)			outstanding			(exercisable)			fair value ($)
	0.60				0.32				1,575,000				1,575,000				435,069
	0.335				0.34				1,037,977				1,037,977				204,213
	0.55				0.81				5,957,659				4,468,245				1,536,764
	0.15				3.40				400,000				300,000				37,387
									8,970,636				7,381,222			$	2,213,433

The vesting of stock options during the three and six months ending June 30, 2024, resulted in stock based compensation expense of $6,423and $31,516, respectively ($34,441and $93,140for the three and six months ending June 30, 2023, respectively).

11. Restricted Share Units

Effective March 25, 2020, the Board of Directors approved a Restricted Share Unit ("RSU") Plan to grant RSUs to its officers, directors, key employees and consultants.

The following table summarizes the RSU activity during the six months ended June 30, 2024, and June 30, 2023:

					Weighted
					average
					grant date
					fair value
		Number of			per share
		shares			(C$)
Unvested as at December 31, 2022			4,822,741			$	0.22
Granted			4,109,637				0.24
Vested			(5,767,218	)			0.24
Unvested as at June 30, 2023			3,165,160			$	0.22
Unvested as at December 31, 2023			7,044,527			$	0.24
Granted (i, ii)			9,720,403				0.11
Forfeited			(50,000	)			0.50
Vested			(2,646,436	)			0.23
Unvested as at June 30, 2024			14,068,494			$	0.15

(i)

On January 29, 2024, the Company granted 672,450RSUs to the CFO of the Company, which vest on January 29, 2025. The vesting of these RSUs resulted in stock-based compensation of $12,432and $21,311, respectively, for the three and six months ended June 30, 2024, which is included in operating expenses condensed interim consolidated statements of loss and comprehensive loss.

(ii)

On March 13, 2024, the Company granted 9,047,953RSUs to certain executives and employees of the Company, which vest in one-third increments on March 13 of 2025, 2026 and 2027. The vesting of these RSUs resulted in stock-based compensation of $112,334and $134,554, respectively, for the three and six months ended June 30, 2024, which is included in operating expenses condensed interim consolidated statements of loss and comprehensive loss.

The vesting of RSU's during the three and six months ending June 30, 2024, resulted in stock based compensation expense of $189,808and $426,664respectively ($419,754and $594,724for the three and six months ending June 30, 2023, respectively).

12. Deferred Share Units

Effective April 21, 2020, the Board of Directors approved a Deferred Share Unit ("DSU") Plan to grant DSUs to its directors. The DSU Plan permits the eligible directors to defer receipt of all or a portion of their retainer or compensation until termination of their services and to receive such fees in the form of cash at that time.

Upon vesting of the DSUs or termination of service as a director, the director will be able to redeem DSUs based upon the then market price of the Company's Common Share on the date of redemption in exchange for cash.

The following table summarizes the DSU activity during the six months ended June 30, 2024, and 2023:

					Weighted
					average
					grant date
					fair value
		Number of			per share
		shares			(C$)
Unvested as at December 31 2022			2,710,000			$	0.97
Vested			(1,250,000	)		$	1.03
Unvested as at June 30, 2023			1,460,000			$	1.00
Unvested as at December 31 2023			1,495,454			$	0.90
Granted			1,907,840			$	0.13
Vested			(3,157,840	)		$	0.67
Unvested as at June 30, 2024			245,454			$	0.22

The vesting of DSU's during the three and six months ended June 30, 2024, resulted in stock based compensation expense of $476,794and $551,772, respectively. The vesting of DSU's during the three and six months ending June 30, 2023, resulted in stock based compensation expense of $486,602and $287,324, respectively. The fair value of each DSU is $0.12as of June 30, 2024, and $0.17as of June 30, 2023.

13. Commitments and Contingencies

As stipulated in the agreement with the EPA and as described in note 8, the Company is required to make two types of payments to the EPA and IDEQ, one for historical water treatment cost-recovery to the EPA, and the other for ongoing water treatment. Water treatment costs incurred through December 2021 are payable to the EPA, and water treatment costs incurred thereafter are payable to the IDEQ. The IDEQ (as done formerly by the EPA) invoices the Company on an annual basis for the actual water treatment costs, which may exceed the recognized estimated costs significantly. When the Company receives the water treatment invoices, it records any liability for actual costs over and above any estimates made and adjusts future estimates as required based on these actual invoices received. The Company is required to pay for the actual costs regardless of the periodic required estimated accruals and payments made each year.

On July 28, 2021, a lawsuit was filed in the US District Court for the District of Idaho brought by Crescent Mining, LLC ("Crescent"). The named defendants include Placer Mining, Robert Hopper Jr., and the Company. The lawsuit alleges that Placer Mining and Robert Hopper Jr. intentionally flooded the Crescent Mine during the period from 1991 and 1994, and that the Company is jointly and severally liable with the other defendants for unspecified past and future costs associated with the presence of Acid Mine Drainage ("AMD") in the Crescent Mine. The plaintiff has requested unspecified damages. On September 20, 2021, the Company filed a motion to dismiss Crescent's claims against it, contending that such claims are facially deficient.  On March 2, 2022, Chief US District Court Judge, David C. Nye granted in part and denied in part the Company's motion to dismiss. The court granted the Company's motion to dismiss Crescent's Cost Recovery claim under CERCLA Section 107(a), Declaratory Judgment, Tortious Interference, Trespass, Nuisance and Negligence claims. These claims were dismissed without prejudice. The court denied the motion to dismiss filed by Placer Mining Corp. for Crescent's trespass, nuisance and negligence claims. Crescent later filed an amended complaint on April 1, 2022. Placer Mining Corp. and Bunker Hill Mining Corp are named as co-defendants. Bunker Hill responded to the amended filing, refuting and denying all allegations made in the complaint except those that are assertions of fact as a matter of public record. The Company believes Crescent's lawsuit is without merit and is vigorously defending itself, as well as Placer Mining Corp. pursuant to the Company's indemnification of Placer Mining Corp in the Sale and Purchase agreement executed between the companies for the Mine on December 15, 2021. The lawsuit is currently in the discovery phase, in which information is gathered and exchanged.

14. Deferred tax liability

The Company recorded income tax recovery (expense) of $504,798and $1,204,718for the three and six months ended June 30, 2024, and incurred income tax expense of $3,508,741and $3,508,741for the three and six months ended June 30, 2023. The Company's effective income tax rate for the first six months of 2024 was 10.3%compared to -30.29%for the first six months of 2023. The effective tax rate during the first six months of 2024 differed from the statutory rate primarily due to the recognition of deferred tax assets available to offset the deferred tax liability associated with the Stream Obligation. The Company maintains a valuation allowance against net operating losses subject to Section 382 of the Internal Revenue Code and other deferred tax assets. The effective tax rate during the first six months of 2023 differed from the statutory rate primarily due to the income tax treatment of the Stream proceeds as deferred revenue compared to its treatment as debt under U.S. GAAP.

A valuation allowance is provided for deferred tax assets for which it is more likely than not that the related tax benefits will not be realized. The Company analyzes its deferred tax assets and, if it is determined that the Company will not realize all or a portion of its deferred tax assets, it will record or increase a valuation allowance. Conversely, if it is determined that the Company will likely ultimately be able to realize all or a portion of the related benefits for which a valuation allowance has been provided, all or a portion of the related valuation allowance will be reduced.

15. Operating Expenses

		Three Months Ended			Six Months Ended
		June 30,			June 30
		2024			2023			2024			2023
Operating expenses
General administration expenses		$	3,342,235			$	2,392,681			$	6,187,472			$	3,807,584
Salaries, wages, and consulting fees			807,879				944,292				1,750,273				1,714,877
Total			4,150,114				3,336,973				7,937,745				5,522,461

16. Related party transactions

The Company's key management personnel have the authority and responsibility for planning, directing and controlling the activities of the Company and consists of the Company's executive management team and management directors.

		Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
		June 30,			June 30,			June 30,			June 30,
		2024			2023			2024			2023
Consulting fees & wages		$	353,417			$	357,468			$	827,610			$	572,917

At June 30, 2024 and June 30, 2023, $88,796and $52,148, respectively, is owed to key management personnel with all amounts included in accounts payable and accrued liabilities.

17. Subsequent Events

Share Issuance

On July 8, 2024, the Company issued 4,653,409shares of common stock in connection with its election to satisfy interest payments under the outstanding convertible debentures for the three months ending June 30, 2024.

Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operation

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this report, including statements in the following discussion, are what are known as "forward looking statements", which are basically statements about the future. For that reason, these statements involve risk and uncertainty since no one can accurately predict the future. Words such as "plans," "intends," "will," "hopes," "seeks," "anticipates," "expects "and the like often identify such forward-looking statements but are not the only indication that a statement is a forward-looking statement. Such forward looking statements include statements concerning the Company's plans and objectives with respect to the present and future operations of the Company, and statements which express or imply that such present and future operations will or may produce revenues, income or profits. Numerous factors and future events could cause the Company to change such plans and objectives or fail to successfully implement such plans or achieve such objectives, or cause such present and future operations to fail to produce revenues, income or profits. Therefore, the reader is advised that the following discussion should be considered in light of the discussion of risks and other factors contained in this report and in the Company's other filings with the SEC. No statements contained in the following discussion should be construed as a guarantee or assurance of future performance or future results.

Description of Business

Corporate Information

The Company was incorporated under the laws of the State of Nevada, U.S.A on February 20, 2007, under the name Lincoln Mining Corp. On February 11, 2010, the Company changed its name to Liberty Silver Corp and subsequently, on September 29, 2017, the Company changed its name to Bunker Hill Mining Corp. The Company's registered office is located at 1802 N. Carson Street, Suite 212, Carson City Nevada 89701, and its head office is located at 300-1055 West Hastings Street Vancouver, British Columbia, V6E 2E9, and its telephone number is 604.417.7952. The Company's website is www.bunkerhillmining.com. Information appearing on the website is not incorporated by reference into this report.

Overview

The Company's primary focus is the development and restart of its 100% owned flagship asset, the Bunker Hill mine (the "Bunker Hill Mine" or the "Mine") in Kellogg, Idaho, USA. The Mine remains the largest single producing mine by tonnage in the Silver Valley region of northwest Idaho, producing over 165 million ounces of silver and 5 million tons of base metals between 1885 and 1981. The Bunker Hill Mine is located within Operable Unit 2 of the Bunker Hill Superfund site (EPA National Priorities Listing IDD048340921), where cleanup activities have been completed.

The Company was incorporated for the initial purpose of mineral exploration at the Mine. The Company has moved into the development stage concurrent with (i) purchasing the Mine and a process plant, (ii) completing successive technical and economic studies, including a Prefeasibility Study, (iii) delineating mineral reserves, and (iv) commencing the construction of the facilities required to move into commissioning in December of 2024.

The Company also initiated a resource expansion and exploration drilling program in support of the staged restart plan. This limited and precise program is fully funded within the existing restart budget. The program includes 8,975 feet of core to be drilled from underground to further define and expand the existing resource. The initial drill targets are in close proximity to where the initial mining phase will take place.

Results of Operations

The following discussion and analysis provide information that is believed to be relevant to an assessment and understanding of the results of operation and financial condition of the Company for the three and six months ended June 30, 2024, and June 30, 2023. Unless otherwise stated, all figures herein are expressed in U.S. dollars, which is the Company's functional currency.

Comparison of the three and six months ended June 30, 2024 and 2023

Revenue

During the three and six months ended June 30, 2024, and 2023, respectively, the Company generated no revenue.

Expenses

During the three months ended June 30, 2024, and 2023, the Company reported total operating expenses of $4,150,114 and $3,336,973, respectively. The increase in total operating expenses was primarily due to increase in the volume of transactions and head count associated with construction of the process plant commencing in the quarter. The company continues to move closer to production.

During the six months ended June 30, 2024, and 2023, the Company reported total operating expenses of $7,937,745 and $5,522,461, respectively. The increase in total operating expenses was primarily due to increase in the volume of transactions and head count associated with construction of the process plant commencing in the six months ended June 30, 2024. The company continues to move closer to production.

Net Income and Comprehensive Income

The Company had net loss of $3,902,404 for the year three months ended June 30, 2024 (compared to net loss of $16,857,782 for the three months ended June 30, 2023). In addition to the increase in operating expenses (as described above), net loss for the three months ended June 30, 2024 was impacted by an increase in interest expense of $788,448 ($2,176,868 and $1,388,420 for the three months ended June 30, 2024 and 2023 respectively), a decrease in financing costs, $nil of financing costs for the three months ended June 30, 2024 compared to $524,130 for the three months ended June 30, 2023 and $nil of gain on debt settlement for the three months ended June 30, 2024 compared to $7,117,420 of gain on debt settlement relating to the conversion of royalty convertible debenture into a royalty during the three months ended June 30, 2023. The loss in the current period is lower than the comparable period because of a decrease in the loss due change in derivative liability of $12,895,159 (loss of $351,402 for the three months ended June 30, 2024 compared to a loss of $13,246,561 for the three months ended June 30, 2023), which was driven by a proportionally greater appreciation in the Company's share price in Q2 2023 relative to Q2 2024. Additionally, a loss on fair value of the convertible debenture of $498,263 was recognized for the three months ended June 30, 2024, compared to a loss of $1,884,232 for the three months ended June 30, 2023. Additionally, the three months ended June 30, 2024, includes $2,748,000 ($nil for the three months ended June 30, 2023) gain on revaluation of the stream debenture due to updated key assumptions such as commodity prices. Net loss for the three months ending June 30, 2024, includes a deferred tax recovery of $504,798 compared to deferred tax expense of $3,508,741 for the three months ended June 30, 2023.

The Company had a net loss of $9,484,440 for the year six months ended June 30, 2024 (compared to a net loss of $15,066,635 for the six months ended June 30, 2023). In addition to the increase in operating expenses (as described above), net loss for the six months ended June 30, 2024 was impacted by an increase in interest expense of $1,547,554 ($4,260,603 and $2,713,049 for the six months ended June 30, 2024 and 2023 respectively), a decrease in financing costs, $nil of financing costs for the six months ended June 30, 2024 compared to $1,100,881 for the six months ended June 30, 2023 and $nil of gain on debt settlement for the six months ended June 30, 2024 compared to $7,117,420 of gain on debt settlement relating to the conversion of royalty convertible debenture into a royalty during the six months ended June 30, 2023. The loss in the current period is lower than the comparable period because of a decrease in the loss due change in derivative liability of $8,404,642 (loss of $615,345 for the six months ended June 30, 2024 compared to a loss of $9,019,987 for the six months ended June 30, 2023), which was driven by a proportionally greater appreciation in the Company's share price in first six months of 2023 relative to first six months of 2024. Additionally, the six months ended June 30, 2024, includes $2,531,000 ($nil for the six months ended June 30, 2023) gain on revaluation of the stream debenture due to updated key assumptions such as commodity prices. Net loss for the six months ending June 30, 2024, includes a deferred tax recovery of $1,204,718 compared to deferred tax expense of $3,508,741 for the six months ended June 30, 2023.

The Company had comprehensive loss of $3,426,642 and $8,720,306 for the three and six months ended June 30, 2024, respectively (comprehensive loss of $17,231,197 and $14,633,038 for the month three and six ended June 30, 2023, respectively). Comprehensive (loss) income for the three and six months ended June 30, 2024, is inclusive of a $475,762 and $764,134 gain on change in fair value on own credit risk (loss of $373,415 and income of $433,597 for the three and six months ended June 30, 2023, respectively).

Liquidity and Capital Resources

Current Assets and Total Assets

As of June 30, 2024, the Company had total current assets of $9,624,431, compared to total current assets of $27,176,997 at December 31, 2023 - a decrease of $17,552,566; and total assets of $63,831,898, compared to total assets of $61,989,678 at December 31, 2023 - a increase of $1,842,220. During the six months ended June 30, 2024, the Company's current assets decreased due to cash expenditures on the process plant, purchasing of equipment and additions to the Bunker Hill Mine. Total assets increased slightly constant as the increase in property plant and equipment was offset mostly by the decrease in cash.

Current Liabilities and Total Liabilities

As of June 30, 2024, the Company had total current liabilities of $18,688,789 and total liabilities of $97,242,585, compared to total current liabilities of $7,472,326 and total liabilities of $88,356,840 at December 31, 2023. Total liabilities increased because of accretion on the stream debenture and environmental protection agency payable as well as an increase in accounts payable and accruals due to timing of invoices and payments.

Working Capital and Shareholders' Deficit

As of June 30, 2024, the Company had working capital deficit of $9,064,358 and a shareholders' deficiency of $33,410,687 compared to a working capital of $19,704,671 and a shareholders' deficiency of $26,367,162 as of December 31, 2023. The working capital balance decreased during the six months ended June 30, 2024, primarily due to cash expenditures on the process plant, purchasing of equipment, and additions to the Bunker Hill Mine. The shareholders' deficiency increased primarily due to the net loss in the six months ended June 30, 2024.

Cash Flow

During the six months ended June 30, 2024, the Company had a net cash decrease of $18,564,172, primarily due to cash expenditures on the process plant, purchasing of equipment, and additions to the Bunker Hill Mine.

Financing Term Sheet

On June 7, 2024, The Company signed a non-binding term sheet with Monetary Metals & Co. to provide financing in the form of a silver loan (the "Loan") of up to 1.2 million ounces of silver in support of the re-start and ongoing development of the Bunker Hill Mine. The Loan will be for a term of three years, secured against the Company's assets and repayable in silver ounces. The Loan will bear interest at the rate of 15% per annum, payable in silver ounces on the last day of each quarterly interest period. The Loan is expected to close in August 2024.

Subsequent Events

AGM Results and Amendments to Equity Compensation Plans

The Company held its Annual General Meeting (the "Meeting") on June 20, 2024. The nominees for the Board of Directors listed in the Company's management information circular dated July 6, 2023 (the "Circular"), being (i) Sam Ash, (ii) Mark Cruise, (iii) Dickson Hall, (iv) Pamela Saxton, (v) Paul Smith and (vi) Richard Williams, were elected to the board of directors of the Company (the "Board") to hold office until the next annual meeting of shareholders or until their successors are duly appointed or elected.

In addition, at the Meeting, the shareholders of the Company approved: (ii) the re-appointment of MNP LLP Chartered Professional Accountants as auditor of the Company for the ensuing year; (ii) the Company's amended and restated stock option plan (the "Amended and Restated Stock Option Plan"); and (iii) the Company's amended and restated restricted stock unit incentive plan (the "Amended and Restated RSU Plan" and, together with the Stock Option Plan, the "Security Based Compensation Plans").

The Amended and Restated Stock Option Plan is a rolling plan meaning that the maximum number of Common Shares issuable thereunder is 10% of the issued and outstanding Common Shares (on a non-diluted basis) at the time of the grant of options.

The Amended and Restated RSU Plan is a fixed plan meaning the maximum number of Common Shares issuable thereunder is fixed at 33,909,921, being 10% of the issued and outstanding Common Shares (on a non-diluted basis as at May 8, 2024.

Additional information regarding the Security Based Compensation Plans, including details regarding the amendments, can be found in the Circular posted on Bunker Hill's SEDAR+ profile at www.sedarplus.ca.

Share Issuance

On July 8, 2024, the Company issued 4,653,409 shares of common stock in connection with its election to satisfy interest payments under the outstanding convertible debentures for the three months ending June 30, 2024.

Critical accounting estimates

The preparation of the interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Estimates and judgments are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes can differ from these estimates. The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the amounts recognized in the financial statements are:

Share-based payments

Management determines costs for share-based payments using market-based valuation techniques. The fair value of the share awards and warrant liabilities are determined at the date of grant using generally accepted valuation techniques and for warrant liabilities at each balance sheets date thereafter. Assumptions are made and judgment used in applying valuation techniques. These assumptions and judgments include estimating the future volatility of the stock price and expected dividend yield. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates.

Convertible Loans, Promissory Notes, Stream Obligation and Warrants

Estimating the fair value of derivative warrant liability requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the issuance. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the warrants derivative liability, volatility and dividend yield and making assumptions about them.

The fair value estimates of the convertible loans use inputs to the valuation model that include risk-free rates, equity value per share of common stock, USD-CAD exchange rates, spot and futures prices of minerals, expected equity volatility, expected volatility in minerals prices, discount for lack of marketability, credit spread, expected mineral production over the life of the mine, and project risk/estimation risk factors.

The stream obligation inputs used to determine the future cash flows and effective interest for the amortized cost calculation include futures prices of minerals and expected mineral production over the life of the mine.

The fair value estimates may differ from actual fair values and these differences may be significant and could have a material impact on the Company's balance sheets and the consolidated statements of operations. Assets are reviewed for an indication of impairment at each reporting date. This determination requires significant judgment. Factors that could trigger an impairment review include, but are not limited to, significant negative industry or economic trends, interruptions in exploration activities or a significant drop in precious metal prices.

Accrued liabilities

The Company has to make estimates to accrue for certain expenditures due to delay in receipt of third-party vendor invoices. These accruals are made based on trends, history and knowledge of activities. Actual results may be different.

The Company makes monthly estimates of its water treatment costs, with a true-up to the annual invoice received from IDEQ. Using the actual costs in the annual invoice, the Company will then reassess its estimate for future periods. Given the nature, complexity and variability of the various actual cost items included in the invoice, the Company has used the most recent invoice as its estimate of the water treatment costs for future periods.

Incremental Borrowing rate

The Company estimates the incremental borrowing rate to determine the present value of future lease payments. Actual results may be different from estimates.

Borrowing Cost Capitalization rate

The Company makes estimates to determine the percentage of borrowing costs that are capitalized into property plant and equipment. Actual results may be different.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Securities and Exchange Commission ("SEC") defines the term "disclosure controls and procedures" to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, the Company made an evaluation of the effectiveness of the design and operation of the disclosure controls and procedures over financial reporting for the timely alert to material information required to be included in the Company's periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the time periods specified. This evaluation resulted in the conclusion that the design and operation of the disclosure controls and procedures were effective as of June 30, 2024.

Internal Control Over Financial Reporting

The management of the Company is responsible for the preparation of the financial statements and related financial information appearing in this report. The financial statements and notes have been prepared in conformity with accounting principles generally accepted in the United States of America. The management of the Company also is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A company's internal control over financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company's internal control over financial reporting includes those policies and procedures that: i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the Company; and iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Management, including the CEO and CFO, does not expect that the Company's disclosure controls, procedures and internal control over financial reporting will prevent all error and all fraud. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Further, over time, control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

With the participation of the CEO and CFO, the Company's management evaluated the effectiveness of the Company's internal control over financial reporting as of June 30, 2024 to ensure that information required to be disclosed by the Company in the reports filed or submitted by the Company under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, including to ensure that information required to be disclosed by the Company in the reports filed or submitted by the Company under the Exchange Act is accumulated and communicated to the Company's management, including the Company's principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, the Company's CEO and CFO have concluded that the internal control over financial reporting was effective as of June 30, 2024.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Other than as described below, neither the Company nor its property is the subject of any current, pending, or threatened legal proceedings. The Company is not aware of any other legal proceedings in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of the Company's voting securities, or any associate of any such director, officer, affiliate or security holder of the Company, is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

On July 28, 2021, a lawsuit was filed in the US District Court for the District of Idaho brought by Crescent Mining, LLC ("Crescent"). The named defendants include Placer Mining, Robert Hopper Jr., and the Company. The lawsuit alleges that Placer Mining and Robert Hopper Jr. intentionally flooded the Crescent Mine during the period from 1991 and 1994, and that the Company is jointly and severally liable with the other defendants for unspecified past and future costs associated with the presence of AMD in the Crescent Mine. The plaintiff has requested unspecified damages. On September 20, 2021, the Company filed a motion to dismiss Crescent's claims against it, contending that such claims are facially deficient.  On March 2, 2022, Chief US District Court Judge, David C. Nye granted in part and denied in part the Company's motion to dismiss. The court granted the Company's motion to dismiss Crescent's Cost Recovery claim under CERCLA Section 107(a), Declaratory Judgment, Tortious Interference, Trespass, Nuisance and Negligence claims. These claims were dismissed without prejudice. The court denied the motion to dismiss filed by Placer Mining Corp. for Crescent's trespass, nuisance and negligence claims. Crescent later filed an amended complaint on April 1, 2022. Placer Mining Corp. and Bunker Hill Mining Corp are named as co-defendants. Bunker Hill responded to the amended filing, refuting and denying all allegations made in the complaint except those that are assertions of fact as a matter of public record. The Company believes Crescent's lawsuit is without merit and is vigorously defending itself, as well as Placer Mining Corp. pursuant to the Company's indemnification of Placer Mining Corp in the Sale and Purchase agreement executed between the companies for the Mine on December 15, 2021.

On October 26, 2021, the Company asserted claims against Crescent in a separate lawsuit, which has been consolidated into the Crescent lawsuit. The Company commenced Bunker Hill Mining Corporation v. Venzee Technologies Inc. et al, Case No. 2:21-cv-209-REP, in the US District Court for the District of Idaho on May 14, 2021. The Company has subsequently executed a tolling agreement with Venzee in exchange for dropping its claims against Venzee. The Company originally filed this lawsuit on May 14, 2021 against other parties but has since filed an amended complaint to include its claims against Crescent. The Court consolidated the two lawsuits on April 19, 2022. The consolidated lawsuits are currently in the discovery phase, in which information is gathered and exchanged.

Item 1A. Risk Factors

There have been no changes to our risk factors as reported in our annual report on Form 10-K for the year ended December 31, 2023.

Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds

Not Applicable.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosure

Pursuant to Section 1503(a) of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, issued under the Federal Mine Safety and Health Act of 1977 (the "Mine Act") by the Mine Safety and Health Administration (the "MSHA"), as well as related assessments and legal actions, and mining-related fatalities.

The following table provides information for the three months ended June 30, 2024.

Mine		Mine Act §104 Violations (1)			Mine Act §104(b) Orders (2)			Mine Act §104(d) Citations and Orders (3)			Mine Act §110(b)(2) Violations (4)			Mine Act §107(a) Orders (5)			Proposed Assessments from MSHA (In dollars $)			Mining Related Fatalities			Mine Act §104(e) Notice (yes/no) (6)			Pending Legal Action before Federal Mine Safety and Health Review Commission (yes/no)
Bunker Hill Mine			3				0				0				0				0				0				0				0			No

(1)	The total number of violations received from MSHA under §104 of the Mine Act, which includes citations for health or safety standards that could significantly and substantially contribute to a serious injury if left unabated.
(2)	The total number of orders issued by MSHA under §104(b) of the Mine Act, which represents a failure to abate a citation under §104(a) within the period of time prescribed by MSHA.
(3)	The total number of citations and orders issued by MSHA under §104(d) of the Mine Act for unwarrantable failure to comply with mandatory health or safety standards.
(4)	The total number of flagrant violations issued by MSHA under §110(b)(2) of the Mine Act.
(5)	The total number of orders issued by MSHA under §107(a) of the Mine Act for situations in which MSHA determined an imminent danger existed.
(6)	A written notice from the MSHA regarding a pattern of violations, or a potential to have such pattern under §104(e) of the Mine Act.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.		Document
4.1*		Supplemental Warrant Indenture, dated as of June 6, 2024, by and among Bunker Hill Mining Corp., Capital Transfer Agency ULC, and Computershare Trust Company of Canada
10.1†		Bunker Hill Mining Corp. Amended and Restated Restricted Stock Unit Incentive Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on June 26, 2024)
31.1*		Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Exchange Act
31.2*		Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Exchange Act
32.1**		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith.
**	Furnished herewith.
†	Management contract or compensatory plan, contract or arrangement.

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant has caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: July 30, 2024
	BUNKER HILL MINING CORP.
	By	/s/ Sam Ash
		Sam Ash, Chief Executive Officer and President

In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant has caused Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: July 30, 2024
	BUNKER HILL MINING CORP.
	By	/s/ Gerbrand van Heerden
		Gerbrand van Heerden, Chief Financial Officer and Corporate Secretary