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 utr: D

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 For the fiscal year ended December 31, 2023

 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.)

 Richmond Street East

 Toronto,
 Ontario, Canada

 M5C
 1P1

 (Address
 of principal executive offices)

 (Zip
 Code)

 (416) 477-7771

 (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

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

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

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
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

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes No

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

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company, as defined in Rule 12b-2 of the Exchange Act. Yes No

 As
of June 30, 2023, the aggregate market value of the voting and non-voting shares of common stock of the registrant issued and outstanding
on such date, excluding shares held by affiliates of the registrant as a group, was $ 46,175,584.

of shares of common stock outstanding as of March 12, 2024: 330,054,341.

 TABLE
OF CONTENTS

 ITEM 1. BUSINESS

 ITEM 1A. RISK FACTORS

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 ITEM 1C. CYBERSECURITY

 ITEM 2. PROPERTIES

 ITEM 3. LEGAL PROCEEDINGS

 ITEM 4. MINE SAFETY DISCLOSURES

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM 6. [RESERVED]

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A. CONTROLS AND PROCEDURES

 ITEM 9B. OTHER INFORMATION

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 ITEM 11. EXECUTIVE COMPENSATION

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 ITEM 16. FORM 10-K SUMMARY

 SIGNATURES

 Cautionary
Note to U.S. Residents Concerning Disclosure of Mineral Resources

Hill Mining Corp. ("Bunker Hill," "BHMC," "we," "us," "our" or the "Company")
is a U.S. domestic issuer for U.S. Securities and Exchange Commission ("SEC") purposes, it is required to report its financial
results under U.S. Generally Accepted Accounting Principles ("U.S. GAAP"), and its shares of common stock trade on the TSX
Venture Exchange (the "TSXV") and the OTCQB Venture Market. However, certain prior regulatory filings made in Canada contain
or incorporate by reference therein certain disclosure that satisfies the additional requirements of Canadian securities laws, which
differ from the requirements of United States' securities laws. Unless otherwise indicated, all resource estimates included in
those Canadian filings, and in the documents incorporated by reference therein, had been prepared in accordance with Canadian National
Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101") and the Canadian Institute of
Mining, Metallurgy and Petroleum ("CIM") classification system. NI 43-101 is a rule developed by the Canadian Securities
Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning
mineral projects.

 Canadian
standards, including NI 43-101, may differ from the requirements of subpart 1300 of Regulation S-K ("S-K 1300"). Thus, resource
information contained, or incorporated by reference, in the Company's Canadian filings, and in the documents incorporated by reference
therein, may not be comparable to similar information disclosed by companies reporting mineral reserve and mineral resource information
under S-K 1300.

 The
terms "mineral reserve," "proven mineral reserve" and "probable mineral reserve" are Canadian mining
terms as defined in accordance with NI 43-101 and CIM standards. Pursuant to S-K 1300, the SEC now recognizes estimates of "measured
mineral resources," "indicated mineral resources" and "inferred mineral resources." In addition, the SEC
has amended its definitions of "proven mineral reserves" and "probable mineral reserves" to be substantially
similar to the corresponding standards of the CIM.

 Investors
are cautioned that while terms are substantially similar to CIM standards, there are differences in the definitions and standards under
S-K 1300 and the CIM standards. Accordingly, there is no assurance any mineral reserves or mineral resources that the Company may report
as "proven reserves," "probable reserves," "measured mineral resources," "indicated mineral
resources" and "inferred mineral resources" under NI 43-101 will be the same as the reserve or resource estimates prepared
under the standards adopted under S-K 1300.

 Investors
are also cautioned that while the SEC now recognizes "measured mineral resources," "indicated mineral resources"
and "inferred mineral resources," investors should not assume that any part or all of mineral deposits in these categories
will ever be converted into mineral reserves.

 Mineralization
described using these terms has a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal
feasibility. It cannot be assumed that all or any part of an "measured mineral resource," "indicated mineral resource"
or "inferred mineral resource" will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral
resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume
that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of "contained ounces"
in a resource is permitted disclosure under Canadian regulations however, the SEC normally only permits issuers to report mineralization
that does not constitute "reserves" by SEC standards as in place tonnage and grade without reference to unit measures.

 PART
I

 ITEM
1. BUSINESS

 Our
Business

 Overview

 The
Company's sole focus is the development and restart of its 100% owned flagship asset, the Bunker Hill mine (the "Bunker Hill
Mine" or the "Mine") in 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 engaging in mineral exploration activities 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) conducting the program of activities outlined
above.

 Recent
Developments

 In
March 2023, the Company amended the exercise price and expiry date of 10,416,667 warrants 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 processing
plant. The warrant entitled the holder to purchase one share of common stock of the Company at an exercise price of C$0.37 per Warrant
at any time on or prior to May 12, 2025. The Company amended the exercise price from C$0.37 to C$0.11 per Warrant and the expiry date
from May 12, 2025, to March 31, 2023. In March 2023, Teck exercised all 10,416,667 warrants at an exercise price of C$0.11, for aggregate
gross proceeds of 837,460 (C$1,145,834) to the Company.

 In
March 2023, the Company closed a brokered private placement of special warrants (the "March 2023 Offering"), issuing 51,633,727
special warrants of the Company ("March 2023 Special Warrants") at C$0.12 per March 2023 Special Warrant for $4,536,020 (C$6,196,047),
of which $3,661,822 was received in cash and $874,198 was applied towards settlement of accounts payable, accrued liabilities and promissory
notes. 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. The Special Warrants
issued on March 27, 2023 were converted to 51,633,727 shares of common stock and common stock purchase warrants on July 24, 2023.

 In
June 2023, the Company closed the upsized and improved $67,000,000 project finance package with Sprott, consisting of a $46,000,000
stream and a $21,000,000 new debt facility. The newly proposed $46,000,000 stream (the "Stream") was envisaged to have
the same economic terms as the previously proposed $37,000,000 stream, with a $9,000,000 increase in gross proceeds received by the
Company, resulting in a lower cost of capital for the Company. The Company also announced a new $21,000,000 new debt facility (the
"Debt Facility"), available for draw at the Company's election for two years. As a result, total funding
commitments from Sprott was envisaged to increase to $96,000,000 including the RCD royalty convertible debenture (the
"RCD"), the $6,000,000 convertible debenture (the "CD1"), the $15,000,000 convertible debenture (the "CD2"), Stream and debt facility (together, the
"Project Financing Package"). A $5,000,000 loan facility with Sprott that closed in December 2022 (the
"Bridge Loan") was 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 $6 million and $15
million, respectively, will become due.

 In
July, the Company appointed Paul Smith to its Board of Directors.

 Building
on the successful refinancing efforts, Bunker Hill announced the receipt of final listing approval from the TSX Venture Exchange (the "TSX-V"). The common stock of the Company (the "Common Shares") began trading on the
TSX-V on September 8, 2023, under the symbol "BNKR". The Company's Common Shares were delisted from the Canadian Stock
Exchange (the "CSE Delisting") at the close of business on September 7, 2023.

 In
November, the company appointed Gerbrand van Heerden as its new CFO, replacing David Wiens who resigned to pursue another opportunity.

 In November, the Company won the ESG Developer / Explorer
of the year award at the 'Resourcing Tomorrow investment conference' recognizing the importance of the Company's ESG
strategy which is critical to enabling the restart of sustainable, profitable, and long-term mining operations within the Bunker Hill
Superfund Site.

 During the course of 2023, the Wardner Operating
Yard, the base for Bunker Hill's future mining operations, underwent a significant transformation. This included the removal
of the old, prefabricated portal and its replacement with upsized steel arch sets. This enlarged Russell Portal supports the planned
1800tpd operation with additional upside capacity of 2500tpd. Whilst this work was underway, procurement of a of the ventilation and air
system was completed, which will be installed before the end of 2024.

 Engineering of the main Process Plant is
advancing on track including deep pier ground support to commence as part of site preparation for the construction of the Process Plant. All main civil, structural and mechanical outputs are on track. Long-lead
procurement orders have already been issued for the pre-engineered metal building, ore silo, conveyors,
ball mill starter motor, thickeners tanks and inching drive. Refurbishment of the Pend Oreille mill equipment, the source of the
majority of mill components, was well underway at year end.

 During the 2023 a
Subsidiary of Teck Resources Limited ("Teck") exercised its option for a minimum 5-year, 100% offtake of Bunker
Hill's zinc and lead concentrates at its smelter in Trail, BC, ensuring a long-term, sustainable revenue source.

 Company
History

 In
early 2020, a new management team comprised of former executives from Barrick Gold Corp. assumed leadership of the Company. Since that
time, the Company conducted multiple exploration campaigns, economic studies and mineral resource estimates, and advanced
the rehabilitation and development of the Mine. In December 2021, it announced a project finance package with Sprott Private Resource
Streaming & Royalty Corp. ("Sprott"), an amended Settlement Agreement with the U.S. Environmental Protection Agency (the
"EPA"), and the purchase of the Bunker Hill Mine, setting the stage for a restart of the Mine.

 Lease
and Purchase of the Bunker Hill Mine

 The
Company purchased the Bunker Hill Mine in January 2022, as described below.

 Prior
to purchasing the Mine, the Company had entered into a series of agreements with Placer Mining Corporation ("Placer Mining"),
the prior owner, for the lease and option to purchase the Mine. The first of these agreements was dated August 28, 2017, with
subsequent amendments and/or extensions announced on November 1, 2019, July 7, 2020, and November 20, 2020.

 Under
the terms of the November 20, 2020 amended agreement (the "Amended Agreement"), a purchase price of $7,700,000 was agreed,
with $5,700,000 payable in cash (with an aggregate of $300,000 to be credited toward the purchase price of the Mine as having been previously
paid by the Company) and $2,000,000 in shares of common stock of the Company. The Company agreed to make an advance payment of $2,000,000,
credited toward the purchase price of the Mine, which had the effect of decreasing the remaining amount to an aggregate of $3,400,000 payable in cash and $2,000,000 in common stock of the Company.

 The
Amended Agreement also required payments pursuant to an agreement with the EPA whereby for so long as the Company leases, owns and/or
occupies the Mine, the Company would make payments to the EPA on behalf of Placer Mining in satisfaction of the EPA's claim for
historical water treatment cost recovery in accordance with the Settlement Agreement reached with the EPA in 2018. Immediately prior
to the purchase of the Mine, the Company's liability to the EPA totaled $11,000,000.

 The
Company completed the purchase of the Bunker Hill Mine on January 7, 2022. The terms of the purchase price were modified to $5,400,000
in cash, from $3,400,000 of cash and $2,000,000 of common stock of the Company. Concurrent with the purchase of the Mine, the Company
assumed incremental liabilities of $8,000,000 to the EPA, consistent with the terms of the amended Settlement Agreement with the EPA
that was executed in December 2021 (see "EPA 2018 Settlement Agreement & 2021 Amended Settlement Agreement" section below).

 EPA
2018 Settlement Agreement & 2021 Amended Settlement Agreement

Hill entered into a Settlement Agreement and Order of Consent with the EPA on May 15, 2018. This agreement limits the Company's
exposure to the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") liability for past environmental
damage to the mine site and surrounding area to obligations that include:

 Payment
 of $20,000,000 for historical water treatment cost recovery for amounts paid by the EPA from 1995 to 2017

 Payment
 for water treatment services provided by the EPA at the Central Treatment Plant ("CTP") in Kellogg, Idaho until such
 time that Bunker Hill either purchases or leases the CTP or builds a separate EPA-approved water treatment facility

 Conducting
 a work program as described in the Ongoing Environmental Activities section of this study

 In
December 2021, the Company entered into an amended Settlement Agreement
(the "Amendment") between the Company, Idaho Department of Environmental Quality, U.S. Department of Justice (the "DOJ")
and the EPA modifying the payment schedule and terms for recovery of historical environmental response costs at Bunker Hill Mine
incurred by the EPA. With the purchase of the mine, the remaining payments of the EPA cost recovery liability were assumed
by the Company, resulting in a total of $19,000,000 liability to the Company, an increase of $8,000,000. The new payment schedule included
a $2,000,000 payment to the EPA within 30 days of execution of this amendment, which was made.

 The
remaining $17,000,000 will be paid on the following dates:

 Date

 Amount

 November 1, 2024

 $

 November 1, 2025

 $

 November 1, 2026

 $

 November 1, 2027

 $

 November 1, 2028

 $

 November 1, 2029

 $
 2,000,000 plus accrued interest

 The
changes in payment terms and schedule were contingent upon the Company securing financial assurance in the form of performance bonds
or letters of credit deemed acceptable to the EPA totaling $17,000,000, corresponding to the Company's cost recovery obligations
to be paid in 2024 through 2029 as outlined above. The amount of the bonds or letters of credit will decrease over time as individual payments are made.

 In June 2022, the Company was successful in obtaining financial assurance. Specifically, a $9,999,000 payment bond
and a $7,001,000 letter of credit were secured by $2,475,000 and $7,001,000 of cash deposits as of September 30, 2022 and provided to
the EPA. Once the financial assurance was in place, the restructuring of the payment stream under the Amendment occurred with the entire
$17,000,000 liability being recognized as long-term in nature.

 In
October 2022, the Company reported that it had secured a new payment bond to replace the $7,001,000
letter of credit, in two stages. Initially, the letter of credit was reduced to $2,000,001 as a result of a new $5,000,000 payment bond
obtained through an insurance company. The collateral for the new payment bond is comprised of a $2,000,000 letter of credit and 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 stock of the Company, at the Company's election). The new payment bond increased to $7,001,000 (from $5,000,000) on June 2023 due to the advancement of the multi-metals stream from Sprott
Private Resource Streaming & Royalty Corp.

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

 On
December 20, 2021, the Company executed a non-binding term sheet outlining a $50,000,000 project finance package with Sprott Private
Resource Streaming and Royalty Corp. ("Royalty"). The term sheet consisted of an $8,000,000
royalty convertible debenture (the "RCD"), a $5,000,000 convertible 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 the $15,000,000 convertible debenture (the "CD2"). As a result, total potential
funding from Sprott was increased to $66,000,000 including the RCD, CD1, CD2 and the Stream (together, the "Project
Financing Package").

 The
Company closed the $8,000,000 RCD on January 7, 2022. The RCD bears interest at an annual rate of 9.0%, payable in cash or common stock
at the Company's option, until such time that Sprott 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 geophysical survey (the
"Sprott 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.

 The
Company closed the $6,000,000 CD1 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 common stock 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 shares of Company common stock at a price of C$0.30 per share, subject to stock exchange approval (subsequently
amended, as described below). Alternatively, Sprott may elect to retire the CD1 with the cash proceeds from the Stream. The Company may
elect to repay the CD1 early; if Sprott 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, the Company and Sprott
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 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 $8,000,000 upon default under the CD1 or CD2 until such
time that the CD1 and CD2 are paid in full.

 Furthermore,
concurrent with the funding of the CD2 in June 2022, the Company and Sprott 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 amendments to the terms should not be treated as an extinguishment of CD1, but as a debt
modification.

 The
Company closed the $15,000,000 CD2 on June 17, 2022. The CD2 bears interest at an annual rate of 10.5%, payable in cash or common stock
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. Concurrent
with the funding of the CD2 in June 2022, the Company and Sprott agreed that the minimum quantity of metal delivered under the Stream,
if advanced, will increase by 10% relative to the amounts noted above.

 On
December 6, 2022, the Company closed a new $5,000,000 loan facility with Sprott (the "Bridge Loan"). The Bridge Loan, which
was primarily utilized to pay outstanding water treatment payables to the EPA, is secured by the same security package in place
with respect to the RCD, CD1, and CD2. The Bridge Loan bears interest at a rate 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
closed the upsized and improved $67,000,000 project finance package with Sprott, consisting of a $46,000,000 stream and a $21,000,000
new debt facility, as outlined above. The Bridge Loan was 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 $6 million and $15 million, respectively, will become due.

 Process
Plant

 On
January 25, 2022, the Company announced that it had entered into a non-binding Memorandum of Understanding ("MOU") with Teck
Resources Limited ("Teck") for the purchase of a comprehensive package of equipment and parts inventory from its Pend Oreille
site (the "Process Plant") in eastern Washington State. The package
comprises substantially all processing equipment including complete crushing, grinding and flotation circuits
suitable for a planned ~1,500 ton-per-day operation at Bunker Hill, and nearly 10,000 components and parts for mill,
assay lab, conveyer, field instruments, and electrical spares. The Company paid a $500,000 non-refundable deposit in January 2022.

 On
March 31, 2022, the Company announced that it had reached an agreement to satisfy the remaining purchase price
for the Process Plant by way of an equity issuance of the Company. Teck will receive 10,416,667 units of the Company (the "Teck
Units") at a deemed issue price of C$0.30 per unit. Each Teck Unit consists of one share of Company common stock and one common
stock purchase warrant (the "Teck Warrants"). Each whole Teck Warrant entitles the holder to acquire one share of Company
common stock at a price of C$0.37 per share for a period of three years. The equity issuance and purchase of the Process Plant occurred
on May 13, 2022.

 Business
Operations

 The
Mine is a zinc-lead-silver mine. When in production, the Company intends to mill mineral resources on-site to produce both zinc and
lead-silver concentrates which will then be shipped to a Teck's Trail smelter for processing as per the underlying off-take
agreement.

 Infrastructure

 The
Mine includes all mining rights and claims, surface rights, fee parcels, mineral interests, easements, existing infrastructure at Milo
Gulch, and the majority of machinery and buildings at the Kellogg Tunnel portal level, as well as all equipment and infrastructure anywhere
underground at the Bunker Hill Mine Complex. It also includes all current and historic data relating to the Bunker Hill Mine Complex,
such as drill logs, reports, maps, and similar information located at the Mine site or any other location. For further detail, please
refer to the "Project Infrastructure" section in Item 2 below.

 Government
Regulation and Approval

 Exploration
and development activities, and any future mining operations, are subject to extensive laws and regulations governing the protection
of the environment, waste disposal, worker safety, mine construction, and protection of endangered and protected species. The Company
has made, and expects to make in the future, significant expenditures to comply with such laws and regulations. Future changes in applicable
laws, regulations and permits or changes in their enforcement or regulatory interpretation could have an adverse impact on the Company's
financial condition or results of operations.

 It
may be necessary to obtain the following environmental permits or approved plans prior to commencement of mine operations:

 Air
 quality operating permit

 If
this permit is required, there can be no assurance that the Company will be able to obtain it in a timely manner or at all. For
further detail, please refer to the "Environmental Studies and Permitting" section of the "Technical Report Summary"
in Item 2 below.

 Property
Description

 The
Company has mineral rights to approximately 440 patented mining claims covering over 5700 acres. Of these claims, 35 include surface
ownership of approximately 259 acres. It also has certain parcels of fee property which include mineral and surface rights but not patented
mining claims. Mining claims and fee properties are located in Townships 47, 48 North, Range 2 East, Townships 47, 48 North, Range 3
East, Boise Meridian, Shoshone County, Idaho.

 Patented
mining claims in the State of Idaho do not require permits for underground mining activities to commence on private lands. Other permits
associated with underground mining may be required, such as water discharge and site disturbance permits. The water discharge is being
handled by the EPA at the existing CTP. The Company expects to be responsible for water treatment in the future and obtain an
appropriate discharge permit.

 For
further detail, please refer to the "Property Description and Ownership" section of the "Technical Report Summary"
in Item 2 below.

 Competition

 The
Company competes with other mining and exploration companies in connection with the acquisition of mining claims and leases on zinc and
other base and precious metals prospects as well as in connection with the recruitment and retention of qualified employees. Many of
these companies are much larger than the Company, have greater financial resources and have been in the mining business for much longer
than it has. As such, these competitors may be in a better position through size, finances and experience to acquire suitable exploration
and development properties. The Company may not be able to compete against these companies in acquiring new properties and/or qualified
people to work on its current project, or any other properties that may be acquired in the future.

 Given
the size of the world market for base precious metals such as silver, lead and zinc, relative to the number of individual producers and
consumers, it is believed that no single company has sufficient market influence to significantly affect the price or supply of these
metals in the world market.

 Employees

 The
Company has twenty employees as of December 31, 2023. The balance of the Company's operations is contracted for as consultants.

 Reports
to Security Holders

 The
Company files reports with the SEC under section 15d of the Securities Exchange Act of 1934 (the "Exchange Act"). The reports
will be filed electronically. All copies of any materials filed with the SEC may be read at the SEC's Public Reference Room at
100 F Street, NE, Room 1580, Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling
the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain copies of the reports that are filed electronically.
The address for the SEC Internet site is

 ITEM
1A. RISK FACTORS

 Our
business activities and the value of our securities are subject to significant hazards and risks, including those described below. If
any of such events should occur, our business, financial condition, liquidity, and/or results of operations could be materially harmed,
and holders and purchasers of our securities could lose part or all of their investments. Our risk factors are grouped into the following
categories:

 General
 Risk Factors;

 Risks
 Related to Mining and Exploration; and

 Risks
 Related to the Company's Common Stock.

 General Risk Factors

 A
lead concentrate offtake agreement with Teck Resources may not be reached, which could result in less favorable commercial terms for
the sale of concentrates envisaged to be produced by the Mine and could also impact the Company's ability to secure
offtake financing. Regardless of actions taken by Teck, there can be no assurance that the Company will be able to secure or close offtake
financing, which could have an adverse effect on the Company's financial position and a negative impact the Company's ability
to secure additional funding from Sprott or an alternative capital provider.

 The
Company may not be able to execute a lead concentrate offtake agreement for the sale of lead concentrates to Teck Resources at its Trail
smelter, as contemplated with Teck's option to acquire 100% of lead concentrate produced in the first five years at the Bunker
Hill Mine. If such an agreement cannot be reached, the Company may not be able to sell its lead concentrate to Teck, which could result
in difficulties securing alternative commercial arrangements for the sale of concentrate, less favorable commercial terms in the event
that alternative commercial arrangements can be secured, and/or higher transportation and other costs. In addition, the Company may not
be able to secure or close offtake financing, regardless of whether an agreement is reached with Teck; the terms of any offtake financing
might not be favorable to the Company; and/or the Company may incur substantial fees and costs related to such financing. The Company's
inability to secure or close offtake financing, or arrange a suitable alternative, may have an adverse effect on the Company's
operations and financial position.

 The
Bunker Hill Mine restart is expected to take place in 2024, with first concentrate production targeted for the fourth quarter of 2024.
Changes to this timeline, or other factors impacting the restart project budget, could increase the Company's required capital
needs through the completion of the project, which would adversely affect the Company's ability to secure additional funding, thereby
adversely affecting its financial condition.

 The
Bunker Hill Mine restart is expected to take place in 2024, with first concentrate production targeted for the fourth quarter of 2024.
However, the estimated timing of Bunker Hill Mine restart is subject to change based on factors beyond the Company's control, including
but not limited to supply chain dynamics. In addition, the Company's pre-production budget estimates are subject to change based
on factors beyond its control, including but not limited to cost inflation and supply chain dynamics. An increase in the Company's
pre-production budget estimates could have a materially adverse impact on its ability to secure additional financing. This could have
a material adverse effect on its financial condition, results of operations, or prospects. Sales of substantial amounts of securities
may have a highly dilutive effect on the Company's ownership or share structure. Sales of a large number of shares of Company common
stock in the public markets, or the potential for such sales, could decrease the trading price of the common stock and could impair the
Company's ability to raise capital through future sales of common stock. The Company has not yet commenced commercial production
at any of its properties and, therefore, has not generated positive cash flows to date and has no reasonable prospects of doing so unless
successful commercial production can be achieved at the Mine. The Company expects to continue to incur negative investing and operating
cash flows until such time as it enters into successful commercial production. This will require the Company to deploy its working capital
to fund such negative cash flow and to possibly seek additional sources of financing. There is no assurance that any such financing sources
will be available or sufficient to meet the Company's requirements, or if available, upon terms acceptable to the Company. There
is no assurance that the Company will be able to continue to raise equity capital or to secure additional debt financing, or that the
Company will not continue to incur losses.

 Payment
bonds securing $17,000,000 due by the Company to the EPA for cost recovery may not be renewable or may only be renewable on terms that
are unfavorable to the Company, which would adversely affect its financial condition or cause a default under the revised settlement
agreement with the EPA and Sprott.

 In
2022, the Company secured financial assurance in the form of payment bonds in accordance with the revised settlement agreement with the
EPA, in relation to $17,000,000 of payments due to the EPA for cost recovery between 2024 and 2029. These bonds are renewed annually,
and as of December 31, 2023, require $6,476,000 of collateral in the form of letters of credit. To the extent that the parties providing
the payment bonds demand additional collateral beyond the current requirements, or other unfavorable terms or conditions, the Company
may not be able to renew the payment bonds on favorable conditions, or at all. This could have a materially adverse impact on the Company,
including a potential default under the revised settlement agreement with the EPA.

 The
Company has a limited operating history on which to base an evaluation of its business and prospects.

 Since
its inception, the Company has had no revenue from operations. The Company has no history of producing products from the Bunker Hill
property. The Mine is a historic, past producing mine with very little recent exploration work. Advancing the Mine through the development
stage will require significant capital and time, and successful commercial production from the Mine will be subject to completing the
requisite studies, permitting and re-commissioning of the Mine, constructing a processing plant, and completing other related works and
infrastructure. As a result, the Company is subject to all of the risks associated with developing and establishing new mining operations
and business enterprises, including:

 completion
 of studies to verify reserves and commercial viability, including the ability to find sufficient ore reserves to support a commercial
 mining operation;

 the
 timing and cost, which can be considerable, of further exploration, preparing feasibility studies, and permitting and construction
 of infrastructure, mining and processing facilities;

 the
 availability and costs of drill equipment, exploration personnel, skilled labor, and mining and processing equipment, if required;

 the
 availability and cost of appropriate smelting and/or refining arrangements, if required;

 compliance
 with stringent environmental and other governmental approval and permit requirements;

 the
 availability of funds to finance exploration, development, and construction activities, as warranted;

 potential
 opposition from non-governmental organizations, local groups or local inhabitants that may delay or prevent development activities;

 potential
 increases in exploration, construction, and operating costs due to changes in the cost of fuel, power, materials, and supplies; and

 potential
 shortages of mineral processing, construction, and other facilities related supplies.

 The
costs, timing, and complexities of exploration, development, and construction activities may be increased by the location of the Company's
properties and demand by other mineral exploration and mining companies. It is common in exploration programs to experience unexpected
problems and delays during drill programs and, if commenced, development, construction, and mine start-up. In addition, the Company's
management and workforce will need to be expanded, and sufficient housing and other support systems for its workforce will have to be
established. This could result in delays in the commencement of mineral production and increased costs of production. Accordingly, the
Company's activities may not result in profitable mining operations, and it may not succeed in establishing mining operations or
profitably producing metals at any of its current or future properties, including the Mine.

 The
Company has a history of losses and expects to continue to incur losses in the future.

 The
Company has incurred losses since inception, has had negative cash flow from operating activities, and expects to continue to incur losses
in the future. The Company has incurred the following losses from operations during each of the following periods:

 $11,600,574
 for the year ended December 31, 2023;

 $16,487,161
 for the year ended December 31, 2022; and

 $18,752,504
 for the year ended December 31, 2021

 The
Company expects to continue to incur losses unless and until such time as the Mine enters into commercial production and generates sufficient
revenues to fund continuing operations. The Company recognizes that if it is unable to generate significant revenues from mining operations
and dispositions of its properties, the Company will not be able to earn profits or continue operations. At this early stage of its operation,
the Company also expects to face the risks, uncertainties, expenses, and difficulties frequently encountered by smaller reporting companies.
The Company cannot be sure that it will be successful in addressing these risks and uncertainties and its failure to do so could have
a materially adverse effect on its financial condition.

 Risks
Related to Mining and Exploration

 The
Company is in the development stage.

 The
nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses.

 Exploration
for and the production of minerals is highly speculative and involves much greater risk than many other businesses. Most exploration
programs do not result in the discovery of mineralization, and any mineralization discovered may not be of sufficient quantity or quality
to be profitably mined. The Company's operations are, and any future development or mining operations the Company may conduct will
be, subject to all of the operating hazards and risks normally incidental to exploring for and development of mineral properties, including,
but not limited to:

 economically
 insufficient mineralized material;

 fluctuation
 in production costs that make mining uneconomical;

 labor
 disputes;

 unanticipated
 variations in grade and other geologic problems;

 environmental
 hazards;

 water
 conditions;

 difficult
 surface or underground conditions;

 industrial
 accidents;

 metallurgic
 and other processing problems;

 mechanical
 and equipment performance problems;

 failure
 of dams, stockpiles, wastewater transportation systems, or impoundments;

 unusual
 or unexpected rock formations; and

 personal
 injury, fire, flooding, cave-ins and landslides.

 Any
of these risks can materially and adversely affect, among other things, the development of properties, production quantities and rates,
costs and expenditures, potential revenues, and production dates. If the Company determines that capitalized costs associated with any
of its mineral interests are not likely to be recovered, the Company would incur a write-down of its investment in these interests. All
these factors may result in losses in relation to amounts spent that are not recoverable, or that result in additional expenses.

 Commodity
price volatility could have dramatic effects on the results of operations and the Company's ability to execute its business plan.

 The
price of commodities varies on a daily basis. The Company's future revenues, if any, will likely be derived from the extraction
and sale of base and precious metals. The price of those commodities has fluctuated widely, particularly in recent years, and is affected
by numerous factors beyond the Company's control, including economic and political trends, expectations of inflation, currency
exchange fluctuations, interest rates, global and regional consumptive patterns, speculative activities and increased production due
to new extraction developments and improved extraction and production methods. The effect of these factors on the price of base and precious
metals, and therefore the economic viability of the Company's business, could negatively affect its ability to secure financing
or its results of operations.

 The
Company's development and production plans, and cost estimates, in the Technical Report Summary may vary and/or not be achieved.

 There
is no certainty that the results in the Technical Report Summary will be realized. The decision to implement the Mine restart scenario
to be included in the Technical Report Summary was not be based on a feasibility study of mineral reserves demonstrating economic and
technical viability, and therefore there is increased risk that the Technical Report Summary results will not be realized. If the Company
is unable to achieve the results in the Technical Report Summary, it may have a material negative impact on the Company, and its capital
investment to implement the restart scenario may be lost.

 Costs
charged to the Company by the Idaho Department of Environmental Quality ("IDEQ") for treatment of wastewater fluctuate a
great deal and are not within the Company's control.

 The
Company is billed annually for water treatment activities performed by the IDEQ for the EPA. The water treatment costs that Bunker Hill
is billed for are partially related to the EPA's direct cost of treating the water emanating from the Bunker Hill Mine, which are
comprised of lime and flocculant usage, electricity consumption, maintenance and repair, labor and some overhead. Rate of discharge of
effluent from the Bunker Hill Mine is largely dependent on the level of precipitation within a given year and how close in the calendar
year the Company is to the spring run-off. Increases in water infiltrations and gravity flows within the mine generally increase after
winter and result in a peak discharge rate in May. Increases in gravity flow and consequently the rate of water discharged by the mine
have a highly robust correlation with metals concentrations and consequently metal loads of effluent.

 Hydraulic
loads (quantities of water per unit of time) and metal loads (quantities of metals per unit of volume of effluent per unit of time) are
the two main determinants of cost of water treatment by the EPA in the relationship with the Bunker Hill Mine because greater metal loads
consume more lime, more flocculent and more electricity to remove the increased levels of metals and make the water clean. The scale
of the treatment plant is determined by how much total water can be processed (hydraulic load) at any point in time. This determines
how much labor is required to operate the plant and generally determines the amount of overhead required to run the IDEQ business.

 The
EPA has completed significant upgrades to the water treatment capabilities of the CTP and is now capable of producing treated water than
can meet a much higher discharge standard (which Bunker Hill has been satisfying since May 2023). While it was understood that improved
performance capability would increase the cost of operating the plant, it was unclear to the EPA, and consequently to Bunker Hill, how
much the costs would increase by.

 These
elements described above, and others, impact the direct costs of water treatment. A significant portion of the total amount invoiced
by the EPA each year is indirect cost that is determined as a percentage of the direct cost. Each year the indirect costs percentage
changes within each region of the EPA. Bunker Hill has no ability to impact the percentage of indirect cost that is set by the EPA regional
office. Bunker Hill also has no advanced notice of what the percentage of indirect cost will be until it receives its invoice in June
of the year following the billing period. The Company remains unable to estimate EPA billings to a high degree of accuracy.

 Estimates
of mineral reserves and resources are subject to evaluation uncertainties that could result in project failure.

 The
Company's exploration and future mining operations, if any, are and would be faced with risks associated with being able to accurately
predict the quantity and quality of mineral resources/reserves within the earth using statistical sampling techniques. Estimates of any
mineral resource/reserve on the Mine would be made using samples obtained from appropriately placed trenches, test pits, underground
workings, and designed drilling. There is an inherent variability of assays between check and duplicate samples taken adjacent
to each other and between sampling points that cannot be reasonably eliminated. Additionally, there also may be unknown geologic details
that have not been identified or correctly appreciated at the current level of accumulated knowledge about the Mine. This could result
in uncertainties that cannot be reasonably eliminated from the process of estimating mineral resources/reserves. If these estimates were
to prove to be unreliable, the Company could implement an exploitation plan that may not lead to commercially viable operations in the
future.

 Any
material changes in mineral resource/reserve estimates and grades of mineralization will affect the economic viability of placing a property
into production and a property's return on capital.

 As
the Company has not commenced actual production, mineral resource estimates may require adjustments or downward revisions. In addition,
the grade of ore ultimately mined, if any, may differ from that indicated by future feasibility studies and drill results. Minerals recovered
in small-scale tests may not be duplicated in large-scale tests under on-site conditions or in production scale.

 The
Company's exploration activities may not be commercially successful, which could lead the Company to abandon its plans to develop
the Mine and its investments in exploration.

 The
Company's long-term success depends on its ability to identify mineral deposits on the Mine and other properties the Company may
acquire, if any, that the Company can then develop into commercially viable mining operations. Mineral exploration is highly speculative
in nature, involves many risks, and is frequently non-productive. These risks include unusual or unexpected geologic formations, and
the inability to obtain suitable or adequate machinery, equipment, or labor. The success of commodity exploration is determined in part
by the following factors:

 the
 identification of potential mineralization based on surficial analysis;

 availability
 of government-granted exploration permits;

 the
 quality of management and its geological and technical expertise; and

 the
 capital available for exploration and development work.

 Substantial
expenditures are required to establish proven and probable reserves through drilling and analysis, to develop metallurgical processes
to extract metal, and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Whether a mineral
deposit will be commercially viable depends on a number of factors that include, without limitation, the particular attributes of the
deposit, such as size, grade, and proximity to infrastructure; commodity prices, which can fluctuate widely; and government regulations,
including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals,
and environmental protection. The Company may invest significant capital and resources in exploration activities and may abandon such
investments if the Company is unable to identify commercially exploitable mineral reserves. The decision to abandon a project may have
an adverse effect on the market value of the Company's securities and the ability to raise future financing.

 The
Company is subject to significant governmental regulations that affect its operations and costs of conducting its business and may not
be able to obtain all required permits and licenses to place its properties into production.

 The
Company's current and future operations, including exploration and development of the Mine, do and will require permits from governmental
authorities and will be governed by laws and regulations, including:

 laws
 and regulations governing mineral concession acquisition, prospecting, development, mining, and production;

 laws
 and regulations related to exports, taxes, and fees;

 labor
 standards and regulations related to occupational health and mine safety; and

 environmental
 standards and regulations related to waste disposal, toxic substances, land use reclamation, and environmental protection.

 Specifically,
it may be necessary to obtain the following environmental permit or approved plan prior to commencement of mine operations:

 Reclamation
 and closure plan

 Air
 quality operating permit

 If
this permit is required, there can be no assurance that the Company will be able to obtain them in a timely manner or at all.

 Companies
engaged in exploration activities often experience increased costs and delays in production and other schedules as a result of the need
to comply with applicable laws, regulations, and permits. Failure to comply with applicable laws, regulations, and permits may result
in enforcement actions, including the forfeiture of mineral claims or other mineral tenures, orders issued by regulatory or judicial
authorities requiring operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation
of additional equipment, or costly remedial actions. The Company cannot predict if all permits that it may require for continued exploration,
development, or construction of mining facilities and conduct of mining operations will be obtainable on reasonable terms, if at all.
Costs related to applying for and obtaining permits and licenses may be prohibitive and could delay its planned exploration and development
activities. The Company may be required to compensate those suffering loss or damage by reason of the mineral exploration or its mining
activities, if any, and may have civil or criminal fines or penalties imposed for violations of, or its failure to comply with, such
laws, regulations, and permits.

 Existing
and possible future laws, regulations, and permits governing operations and activities of exploration companies, or more stringent implementation
of such laws, regulations and permits, could have a material adverse impact on the Company's business and cause increases in capital
expenditures or require abandonment or delays in exploration. The Mine is located in Northern Idaho and has numerous clearly defined
regulations with respect to permitting mines, which could potentially impact the total time to market for the project.

 The
Company's activities are subject to environmental laws and regulations that may increase its costs of doing business and restrict
its operations.

 Both
mineral exploration and extraction require permits from various federal, state, and local governmental authorities and are governed by
laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation,
labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters.
There can be no assurance that the Company will be able to obtain or maintain any of the permits required for the exploration of the
mineral properties or for the construction and operation of the Mine at economically viable costs. If the Company cannot accomplish these
objectives, its business could fail. The Company believes that it is in compliance with all material laws and regulations that currently
apply to its activities but there can be no assurance that the Company can continue to remain in compliance. Current laws and regulations
could be amended, and the Company might not be able to comply with them, as amended. Further, there can be no assurance that the Company
will be able to obtain or maintain all permits necessary for its future operations, or that it will be able to obtain them on reasonable
terms. To the extent such approvals are required and are not obtained, the Company may be delayed or prohibited from proceeding with
planned exploration or development of the mineral properties.

 The
Company's activities are subject to extensive laws and regulations governing environmental protection. The Company is also subject
to various reclamation-related conditions. Although the Company closely follows and believes it is operating in compliance with all applicable
environmental regulations, there can be no assurance that all future requirements will be obtainable on reasonable terms. Failure to
comply may result in enforcement actions causing operations to cease or be curtailed and may include corrective measures requiring capital
expenditures. Intense lobbying over environmental concerns by non-governmental organizations has caused some governments to cancel or
restrict development of mining projects. Current publicized concern over climate change may lead to carbon taxes, requirements for carbon
offset purchases or new regulation. The costs or likelihood of such potential issues to the Company cannot be estimated at this time.

 The
legal framework governing this area is constantly developing; therefore, the Company is unable to fully ascertain any future liability
that may arise from the implementation of any new laws or regulations, although such laws and regulations are typically strict and may
impose severe penalties (financial or otherwise). The proposed activities of the Company, as with any exploration company, may have an
environmental impact that may result in unbudgeted delays, damage, loss and other costs and obligations, including, without limitation,
rehabilitation and/or compensation. There is also a risk that the Company's operations and financial position may be adversely
affected by the actions of environmental groups or any other group or person opposed in general to the Company's activities and,
in particular, the proposed exploration and mining by the Company within the state of Idaho and the United States.

 Environmental
hazards unknown to the Company, which have been caused by previous or existing owners or operators of the Mine, may exist on the properties
in which the Company holds an interest. Many of the properties in which the Company has ownership rights are located within the Coeur
d'Alene Mining District, which is currently the site of a Federal Superfund cleanup project. It is possible that environmental
cleanup or other environmental restoration procedures could remain to be completed or mandated by law, causing unpredictable and unexpected
liabilities to arise.

 Regulations
and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material
adverse effect on the Company's business.

 A
number of governments or governmental bodies have introduced or are contemplating legislative and/or regulatory changes in response to
concerns about the potential impact of climate change. Legislation and increased regulation regarding climate change could impose significant
costs on the Company, on its future joint venture partners, if any, and on its suppliers, including costs related to increased energy
requirements, capital equipment, environmental monitoring and reporting, and other costs necessary to comply with such regulations. Any
adopted future climate change regulations could also negatively impact the Company's ability to compete with companies situated
in areas not subject to such limitations. Given the emotional and political significance and uncertainty surrounding the impact of climate
change and how it should be dealt with, the Company cannot predict how legislation and regulation will ultimately affect its financial
condition, operating performance, and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse
publicity in the global marketplace about potential impacts on climate change by the Company or other companies in its industry could
harm the Company's reputation. The potential physical impacts of climate change on its operations are highly uncertain, could be
particular to the geographic circumstances in areas in which the Company operates and may include changes in rainfall and storm patterns
and intensities, water shortages, changing sea levels, and changing temperatures. These impacts may adversely impact the cost, production,
and financial performance of the Company's operations.

 There
are several governmental regulations that materially restrict mineral exploration. The Company will be subject to the federal regulations
(environmental) and the laws of the State of Idaho as the Company carries out its exploration program. The Company may be required to
obtain additional work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with
these laws. While the Company's planned exploration program budgets for regulatory compliance, there is a risk that new regulations
could increase its costs of doing business and prevent it from carrying out its exploration program.

 Land
reclamation requirements for the Company's properties may be burdensome and expensive.

 Although
variable depending on location and the governing authority, land reclamation requirements are generally imposed on mineral exploration
companies (as well as companies with mining operations) in order to minimize long-term effects of land disturbance.

 Reclamation
may include requirements to:

 control
 dispersion of potentially deleterious effluents;

 treat
 ground and surface water to drinking water standards; and

 reasonably
 re-establish pre-disturbance landforms and vegetation.

 To
date, the Company has not been subject to reclamation or bonding obligations in connection with its past or potential future development
activities. If these obligations were to occur in the future, or if the Company is required to carry out reclamation work, the Company
must allocate financial resources that might otherwise be spent on further exploration and development programs.

 Social
and environmental activism may have an adverse effect on the reputation and financial condition of the Company or its relationship with
the communities in which it operates.

 There
is an increasing level of public concern relating to the effects of mining on the nature landscape, in communities and on the environment.
Certain non-governmental organizations, public interest groups and reporting organizations ("NGOs") that oppose resource
development can be vocal critics of the mining industry. In addition, there have been many instances in which local community groups
have opposed resource extraction activities, which have resulted in disruption and delays to the relevant operation. While the Company
seeks to operate in a socially responsible manner and believes it has good relationships with local communities in the regions in which
it operates, NGOs or local community organizations could direct adverse publicity against and/or disrupt the operations of the Company
in respect of one or more of its properties, regardless of its successful compliance with social and environmental best practices, due
to political factors or activities of unrelated third parties on lands in which the Company has an interest or the Company's operations
specifically. Any such actions and the resulting media coverage could have an adverse effect on the reputation and financial condition
of the Company or its relationships with the communities in which it operates, which could have a material adverse effect on the Company's
business, financial condition, results of operations, cash flows or prospects.

 The
mineral exploration and mining industry is highly competitive.

 The
mining industry is intensely competitive in all of its phases. As a result of this competition, some of which is with large established
mining companies with substantial capabilities and with greater financial and technical resources than those of the Company, the Company
may be unable to acquire additional properties or obtain financing on terms it considers acceptable. The Company also competes with other
mining companies in the recruitment and retention of qualified managerial and technical employees. If the Company is unable to successfully
compete for qualified employees, its exploration and development programs may be slowed down or suspended. The Company competes with
other companies that produce its planned commercial products for capital. If the Company is unable to raise sufficient capital, its exploration
and development programs may be jeopardized or it may not be able to acquire, develop, or operate additional mining projects.

 The
silver industry is highly competitive, and the Company is required to compete with other corporations and business entities, many of
which have greater resources than it does. Such corporations and other business entities could outbid the Company for potential projects
or produce minerals at lower costs, which would have a negative effect on the Company's operations.

 Metal
prices are highly volatile. If a profitable market for its metals does not exist, the Company may have to cease operations.

prices have been highly volatile and are affected by numerous international economic and political factors over which the Company has
no control. The Company's long-term success is highly dependent upon the price of silver, as the economic feasibility of any ore
body discovered on its current property, or on other properties the Company may acquire in the future, would, in large part, be determined
by the prevailing market price of the minerals. If a profitable market does not exist, the Company may have to cease operations.

 A
shortage of equipment and supplies could adversely affect the Company's ability to operate its business.

 The
Company is dependent on various supplies and equipment to carry out its mining exploration and, if warranted, development operations.
Any shortage of such supplies, equipment, and parts could have a material adverse effect on the Company's ability to carry out
its operations and could therefore limit, or increase the cost of, production.

 Joint
ventures and other partnerships, including offtake arrangements, may expose the Company to risks.

 The
Company may enter into joint ventures, partnership arrangements, or offtake agreements with other parties in relation to the exploration,
development, and production of the properties in which the Company has an interest. Any failure of such other companies to meet their
obligations to the Company or to third parties, or any disputes with respect to the parties' respective rights and obligations,
could have a material adverse effect on the Company, the development and production at its properties, including the Mine, and on future
joint ventures, if any, or their properties, and therefore could have a material adverse effect on its results of operations, financial
performance, cash flows and the price of its common stock.

 The
Company may experience difficulty attracting and retaining qualified management to meet the needs of its anticipated growth, and the
failure to manage its growth effectively could have a material adverse effect on its business and financial condition.

 The
success of the Company is currently largely dependent on the performance of its directors and officers. The loss of the services of any
of these people could have a materially adverse effect on the Company's business and prospects. There is no assurance the Company
can maintain the services of its directors, officers or other qualified personnel required to operate its business. As the Company's
business activity grows, the Company will require additional key financial, administrative and mining personnel as well as additional
operations staff. There can be no assurance that these efforts will be successful in attracting, training and retaining qualified personnel
as competition for people with these skill sets increase. If the Company is not successful in attracting, training and retaining qualified
personnel, the efficiency of its operations could be impaired, which could have an adverse impact on the Company's operations and
financial condition.

 The
Company is dependent on a relatively small number of key employees, including its Chief Executive Officer (the "CEO") and
Chief Financial Officer (the "CFO"). The loss of any officer could have an adverse effect on the Company. The Company has
no life insurance on any individual, and the Company may be unable to hire a suitable replacement for them on favorable terms, should
that become necessary.

 The
Company may be subject to potential conflicts of interest with its directors and/or officers.

directors and officers of the Company are or may become associated with other mining and/or mineral exploration and development companies,
which may give rise to conflicts of interest. Directors who have a material interest in any person who is a party to a material contract
or a proposed material contract with the Company are required, subject to certain exceptions, to disclose that interest and generally
abstain from voting on any resolution to approve such a contract. In addition, directors and officers are required to act honestly and
in good faith with a view to the best interests of the Company. Some of the directors and officers of the Company have either other full-time
employment or other business or time restrictions placed on them and accordingly, the Company will not be the only business enterprise
of these directors and officers. Further, any failure of the directors or officers of the Company to address these conflicts in an appropriate
manner or to allocate opportunities that they become aware of to the Company could have a material adverse effect on the Company's
business, financial condition, results of operations, cash flows or prospects.

 The
Company's results of operations could be affected by currency fluctuations.

 The
Company's properties are currently all located in the U.S. and while most costs associated with these properties are paid in U.S.
dollars, a significant amount of its administrative expenses are payable in Canadian dollars. There can be significant swings in the
exchange rate between the U.S. dollar and the Canadian dollar. There are no plans at this time to hedge against any exchange rate fluctuations
in currencies.

 Title
to the Company's properties may be subject to other claims that could affect its property rights and claims.

 There
are risks that title to the Company's properties may be challenged or impugned. The Mine is located in Northern Idaho and may be
subject to prior unrecorded agreements or transfers and title may be affected by undetected defects.

 The
Company may be unable to secure surface access or purchase required surface rights.

 Although
the Company obtains the rights to some or all of the minerals in the ground subject to the mineral tenures that the Company acquires,
or has the right to acquire, in some cases the Company may not acquire any rights to, or ownership of, the surface to the areas covered
by such mineral tenures. In such cases, applicable mining laws usually provide for rights of access to the surface for the purpose of
carrying on mining activities; however, the enforcement of such rights through the courts can be costly and time consuming. It is necessary
to negotiate surface access or to purchase the surface rights if long-term access is required. There can be no guarantee that, despite
having the right at law to access the surface and carry on mining activities, the Company will be able to negotiate satisfactory agreements
with any such existing landowners/occupiers for such access or purchase of such surface rights, and therefore the Company may be unable
to carry out planned mining activities. In addition, in circumstances where such access is denied, or no agreement can be reached, the
Company may need to rely on the assistance of local officials or the courts in such jurisdiction, the outcomes of which cannot be predicted
with any certainty. The Company's inability to secure surface access or purchase required surface rights could materially and adversely
affect its timing, cost, or overall ability to develop any mineral deposits the Company may locate.

 The
Company's properties and operations may be subject to litigation or other claims.

 From
time to time the Company's properties or operations may be subject to disputes that may result in litigation or other legal claims.
The Company may be required to take countermeasures or defend against these claims, which will divert resources and management time from
operations. The costs of these claims or adverse filings may have a material effect on the Company's business and results of operations.

exploration and development is subject to extraordinary operating risks. The Company currently insures against these risks on a limited
basis. In the event of a cave-in or similar occurrence, the Company's liability may exceed its resources and insurance coverage,
which would have an adverse impact on the Company.

exploration, development and production involve many risks. The Company's operations will be subject to all the hazards and risks
inherent in the exploration for mineral resources and, if the Company discovers a mineral resource in commercially exploitable quantity,
its operations could be subject to all of the hazards and risks inherent in the development and production of resources, including liability
for pollution, cave-ins or similar hazards against which the Company cannot insure or against which the Company may elect not to insure.
Any such event could result in work stoppages and damage to property, including damage to the environment. As of the date hereof, the
Company currently maintains commercial general liability insurance and umbrella liability insurance against these operating hazards,
in connection with its exploration program. The payment of any liabilities that arise from any such occurrence that would not otherwise
be covered under the current insurance policies would have a material adverse impact on the Company.

exploration and development are dependent on adequate infrastructure.

 Exploration,
development and processing activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources
and water supply are important elements of infrastructure, which affect access, capital and operating costs. The lack of availability
of acceptable terms or the delay in the availability of any one or more of these items could prevent or delay exploration or development
of the Company's mineral properties. If adequate infrastructure is not available in a timely manner, there can be no assurance
that the exploration or development of the Company's mineral properties will be commenced or completed on a timely basis, if at
all. Furthermore, unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision
of necessary infrastructure could adversely affect the Company's operations.

 Exploration
operations depend on adequate infrastructure. In particular, reliable power sources, water supply, transportation and surface facilities
are necessary to explore and develop mineral projects. Failure to adequately meet these infrastructure requirements or changes in the
cost of such requirements could affect the Company's ability to carry out exploration and future development operations and could
have a material adverse effect on the Company's business, financial condition, results of operations, cash flows or prospects.

 The
Company may purchase additional mining properties.

 If
the Company loses or abandons its interests in its mineral properties, there is no assurance that it will be able to acquire another
mineral property of merit or that such an acquisition would be approved by the TSXV, OTCQB or any other applicable securities exchange
or marketplace. There is also no guarantee that the TSXV, OTCQB or any other applicable securities exchange or marketplace will approve
the acquisition of any additional properties by the Company, whether by way of an option or otherwise, should the Company wish to acquire
any additional properties.

 The
Company's operations are dependent on information technology systems that may be subject to network disruptions

 The
Company's operations depend on information technology ("IT") systems. These IT systems could be subject to network
disruptions caused by a variety of sources, including computer viruses, security breaches and cyber-attacks, as well as disruptions resulting
from incidents such as cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, vandalism and theft. The
Company's operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software,
as well as pre-emptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures,
delays and/or increase in capital expenses. The failure of information systems or a component of information systems could, depending
on the nature of any such failure, adversely impact the Company's reputation and results of operations.

 Although
to date the Company has not experienced any material losses relating to cyber-attacks or other information security breaches, there can
be no assurance that the Company will not incur such losses in the future. The Company's risk and exposure to these matters cannot
be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued
development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks
from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, the Company may be required to expend
additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

 The
Company is a reporting issuer and reporting requirements under applicable securities laws may increase legal and financial compliance
costs.

 The
Company is subject to reporting requirements under applicable securities law, the listing and other requirements of the TSXV, the OTCQB,
the SEC and other applicable securities rules and regulations. Compliance with these requirements can increase legal and financial compliance
costs, make some activities more difficult, time-consuming or costly, and increase demand on existing systems and resources. Among other
things, the Company is required to file annual, quarterly and current reports with respect to its business and results of operations
and maintain effective disclosure controls and procedures and internal controls over financial reporting. In order to maintain and, if
required, improve disclosure controls and procedures and internal controls over financial reporting to meet this standard, significant
resources and management oversight is required. As a result, management's attention may be diverted from other business concerns,
which could harm the Company's business and results of operations. The Company may need to hire additional employees to comply
with these requirements in the future, which would increase its costs and expenses.

 R isks
Related to the Company's Common Stock

 The
Company's common stock price may be volatile and as a result, investors could lose all or part of their investment.

 In
addition to volatility associated with equity securities in general, the value of an investor's investment could decline due to
the impact of any of the following factors upon the market price of the Company's common stock:

 disappointing
 results from the Company's exploration efforts;

 decline
 in demand for its common stock;

 downward
 revisions in securities analysts' estimates or changes in general market conditions;

 technological
 innovations by competitors or in competing technologies;

 investor
 perception of the Company's industry or its prospects; and

 general
 economic trends.

 The
Company's common stock price on the TSXV has experienced significant price and volume fluctuations. Stock markets in general have
experienced extreme price and volume fluctuations, and the market prices of securities have been highly volatile. These fluctuations
are often unrelated to operating performance and may adversely affect the market price of the common stock. As a result, an investor
may be unable to sell any common stock such investor acquires at a desired price.

 Potential
future sales under Rule 144 may depress the market price for the Company's common stock.

 In
general, under Rule 144, a person who has satisfied a minimum holding period of between 6 months and one-year and any other applicable
requirements of Rule 144 may thereafter sell such shares publicly. A significant number of the Company's currently issued and outstanding
shares of common stock held by existing shareholders, including officers and directors and other principal shareholders, are currently
eligible for resale pursuant to and in accordance with the provisions of Rule 144. The possible future sale of the Company's common
stock by its existing shareholders, pursuant to and in accordance with the provisions of Rule 144, may have a depressive effect on the
price of its common stock in the over-the-counter market.

 The
Company's common stock is currently deemed a "penny stock", which may make it more difficult for investors to sell
their shares of Company common stock.

 The
SEC has adopted regulations which generally define "penny stock" to be any equity security that has a market price less than
$5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. The Company's s securities are
covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than
established customers and "accredited investors". The term "accredited investor" refers generally to institutions
with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000, exclusive of their principal residence,
or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer
also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's
account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer
orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's
confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these
rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and
receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the
level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny
stock rules may affect the ability of broker-dealers to trade its securities. The Company believes that the penny stock rules may discourage
investor interest in and limit the marketability of its common stock.

 The
Company has never paid dividends on its common stock.

 The
Company has not paid dividends on its common stock to date and does not expect to pay dividends for the foreseeable future. The Company
intends to retain its initial earnings, if any, to finance its operations. Any future dividends on common stock will depend upon the
Company's earnings, its then-existing financial requirements, and other factors, and will be at the discretion of the Company's
board of directors.

 FINRA
has adopted sales practice requirements, which may also limit an investor's ability to buy and sell the Company's common
stock.

 In
addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment
to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to
recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain
information about the customer's financial status, tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least
some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy the Company's
common stock, which may limit an investor's ability to buy and sell its stock and have an adverse effect on the market for the
common stock.

 Investors'
interests in the Company will be diluted and investors may suffer dilution in their net book value per share of common stock if the Company
issues additional employee/director/consultant options or if the Company sells additional shares of common stock and/or warrants to finance
its operations.

 In
order to further expand the Company's operations and meet its objectives, any additional growth and/or expanded exploration activity
will likely need to be financed through sale and issuance of additional common stock, including, but not limited to, raising funds to
explore the Mine. Furthermore, to finance any acquisition activity, should that activity be properly approved, and depending on the outcome
of its exploration programs, the Company likely will also need to issue additional common stock to finance future acquisitions, growth,
and/or additional exploration programs of any or all of its projects or to acquire additional properties. The Company will also in the
future grant some or all of its directors, officers, and key employees and/or consultants options to purchase common stock as non-cash
incentives. The issuance of any equity securities could, and the issuance of any additional shares of common stock will, cause the Company's
existing shareholders to experience dilution of their ownership interests.

 If
the Company issues additional shares of common stock or decides to enter into joint ventures with other parties in order to raise financing
through the sale of equity securities, investors' interests in the Company will be diluted and investors may suffer dilution in
their net book value per share, depending on the price at which such securities are sold.

 The
issuance of additional shares of common stock may negatively impact the trading price of the Company's securities.

 The
Company has issued common stock in the past and will continue to issue common stock to finance its activities in the future. In addition,
newly issued or outstanding options, warrants, and broker warrants to purchase shares of common stock may be exercised, resulting in
the issuance of additional common stock. Any such issuance of additional common stock would result in dilution to the Company's
shareholders, and even the perception that such an issuance may occur could have a negative impact on the trading price of the common
stock.

 The
Company's common stock could be influenced by research and reports that industry or securities analysts may be published.

 The
trading market for the Company's common stock could be influenced by research and reports that industry and/or securities analysts
may publish about the Company, its business, the market or its competitors. The Company does not have any control over these analysts
and cannot assure that such analysts will cover the Company or provide favorable coverage. If any of the analysts who may cover the Company's
business adversely change their recommendation regarding the Company's stock, or provide more favorable relative recommendations
about its competitors, the stock price would likely decline. If any analysts who may cover the Company's business were to cease
coverage or fail to regularly publish reports on the Company, it could lose visibility in the financial markets, which in turn could
cause the stock price or trading volume to decline.

 The
Company is subject to the continued listing or trading criteria of the TSXV and the OTCQB, and its failure to satisfy these criteria
may result in delisting or removal of trading of its common stock from the TSXV and the OTCQB.

 The
Company's common stock is currently listed for trading on the TSXV and quoted on the OTCQB. In order to maintain the listing on
the TSXV and the quotation on the OTCQB or any other securities exchange or marketplace, the Company must maintain certain financial
and share distribution targets, including maintaining a minimum number of public shareholders. In addition to objective standards, these
exchanges or marketplaces may delist or cease to quote the securities of any issuer if, in the exchange's opinion, the Company's
financial condition and/or operating results appear unsatisfactory; if it appears that the extent of public distribution or the aggregate
market value of the security has become so reduced as to make continued listing inadvisable; if the Company sells or disposes of its
principal operating assets or ceases to be an operating company; if the Company fails to comply with the listing requirements; or if
any other event occurs or any condition exists which, in their opinion, makes continued listing on the exchange inadvisable.

 If
the TSXV, the OTCQB or any other exchange or quotation service were to delist or cease to quote the Company's common stock, investors
may face material adverse consequences, including, but not limited to, a lack of trading market for the common stock, reduced liquidity,
decreased analyst coverage, and/or an inability for the Company to obtain additional financing to fund its operations.

 The
Company faces risks related to compliance with corporate governance laws and financial reporting standards.

 The
Sarbanes-Oxley Act of 2002, as well as related new rules and regulations implemented by the SEC and the Public Company Accounting Oversight
Board, require changes in the corporate governance practices and financial reporting standards for public companies. These laws, rules
and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002 relating to internal control over financial
reporting, referred to as Section 404, materially increase the Company's legal and financial compliance costs and make certain
activities more time-consuming and burdensome.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 Not
Applicable.

 ITEM
1C. CYBERSECURITY

 Risk
Management and Strategy

 We
recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, as such term is
defined in Item 106(a) of Regulation S-K. To identify and assess material risks from cybersecurity threats, our enterprise risk management
program considers cybersecurity risks alongside other company risks as part of our overall risk assessment process. Our cybersecurity
risk management strategy prioritizes (i) detection, analysis, and response to known, anticipated, or unexpected threats, (ii) effective
management of security risks, and (iii) resiliency against incidents.

 We
have implemented several cybersecurity processes, technologies, and controls to aid in our efforts to assess, identify, and manage material
risks associated with cybersecurity threats. Such processes include technical security controls, policy enforcement mechanisms, monitoring
systems, employee training, contractual arrangements, tools and related services from third-party providers, and management oversight.

 Our
risk-based control principles are based on the standards set by the National Institute of Standards and Technology (NIST), other industry-recognized
standards, and contractual requirements, as applicable. Through these controls, we seek to maintain an information technology infrastructure
that implements physical, administrative, and technical controls that are calibrated based on risk and designed to protect the confidentiality,
integrity, and availability of our information systems and information stored on our networks.

 As
part of our cybersecurity risk management strategy, we periodically engage with consultants, auditors, and other third parties to help
identify areas for continued focus, improvement, and compliance. We also incorporate cybersecurity risk management considerations in
our processes for selecting, evaluating, and overseeing third-party providers.

 In
the last fiscal year, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity
incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of
operations, or financial condition.

 Governance

 The
Audit Committee of our Board of Directors is responsible for board-level oversight of risks from cybersecurity threats, and the Audit
Committee reports back to the full Board of Directors about this and other areas within its responsibility. As part of its oversight
role, the Audit Committee receives reporting about our cybersecurity risk management and strategy processes covering topics such as data
security, results from third-party assessments, progress towards cybersecurity risk management goals, our incident response plan, notable
threats or incidents, and other developments related to cybersecurity, including through periodic updates from the Company's CEO,
other management team members, and consultants.

 Our
cybersecurity risk management and strategy processes are led by Gerbrand van Heerden (CFO). Such individual has over 20
years of prior work experience in various roles involving managing information security, developing cybersecurity strategy, implementing
effective information and cybersecurity programs, as well as several relevant degrees and certifications.

 ITEM
2. PROPERTIES

 The
Company's sole focus is the development and restart of its 100% owned flagship asset, the Bunker Hill Mine, in 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
Bunker Hill Mine

 The
Mine is one of the most well-known base metal and silver mines in American history. Initial discovery and development of the Mine
property began in 1885, and from that time until the Mine closed in 1981 it produced over 35.8 million tons of ore at an average
mined grade of 8.76% lead, 4.52 ounces per ton silver, and 3.67% zinc, which represented 162Moz of silver, 3.16M lbs. of lead and
1.35M lbs. of zinc (Bunker Limited Partnership, 1985). Throughout the 95-year operating history of the Mine, there were over 40
different lead-silver-zinc orebodies discovered and mined. Although known for its significant lead and zinc production, 45-50% of
the Net Smelter Value of its historical production came from its silver. The Company and the Sullivan Mining Company had a strong
history of regular dividend payments to shareholders from the time the Company went public in 1905 until it was acquired in a
hostile takeover by Gulf Resources in 1968.

 The
Mine and Smelter Complex were closed in 1981 when Gulf Resources was not able to continue to comply with new regulatory structures brought
on by the passage of environmental statutes and as then enforced by the EPA. At closure it was estimated to still contain significant
mineral resources (Bunker Limited Partnership, 1985). The Bunker Hill Lead Smelter, Electrolytic Zinc Plant and historic milling facilities
were demolished in or around 1986, and the area became part of the "National Priority List" for cleanup under EPA regulations. The cleanup of the smelter, zinc plant, and associated sites has been
completed, and management believes the Mine is well positioned for development and an eventual return to production.

 Property
Map of Bunker Hill Mine Land Ownership

 A
more detailed description of the Mine can be found in the "Technical Report Summary" section of this report, including the
current mineral resource estimate, mineral reserves, an economic summary, property description and ownership, geology and mineralization,
environmental studies and permitting, metallurgical testing, mining method, recovery methods, and current exploration and development.

 Restart
Project Activities

 In
early 2020, a new management team comprised of former executives from Barrick Gold Corp. assumed leadership of the Company. Since that
time, the Company has conducted multiple exploration campaigns, published multiple economic studies and mineral resource estimates, and
advanced the rehabilitation and development of the Mine. In December 2021, the Company announced a project finance package with Sprott
Private Resource Streaming & Royalty Corp., an amended Settlement Agreement with the EPA, and the purchase of the Bunker Hill Mine,
setting the stage for a restart of the Mine.

 In
January 2022, with the closing of the purchase of the Bunker Hill Mine, the funding of the $8,000,000 Royalty Convertible Debenture and
$6,000,000 Series Convertible Debenture, and the announcement of an MOU for the purchase of the Pend Oreille process plant from a subsidiary
of Teck Resources Limited, the Company embarked on a program of activities with the goal of achieving a restart of the Mine.

 Technical
Report Summary

 The
following summary is extracted from the S-K 1300 Technical Report Summary, Bunker Hill Mine Pre-Feasibility Study, Coeur D'Alene
Mining District Shoshone County, Idaho, USA with a Report Date of April 14, 2023 and an Effective Date of August 29, 2022 (the "TRS").
The following information does not purport to be a complete summary of the Technical Report Summary, is subject to all the assumptions,
qualifications and procedures set out in the Technical Report and is qualified in its entirety with reference to the full text of the
Technical Report Summary. Each of the Qualified Persons of the Technical Report Summary is an independent qualified person under the
definitions of Item 1300 of Regulation S-K (each a "Qualified Person", and together the "Qualified Persons")
and have approved the summary of the Technical Report Summary below.

 Summary

 The
Technical Report Summary describes the mining and processing operations at the Company's 100% owned Bunker Hill Mine located near
the town of Kellogg, Idaho.

 The
Technical Report Summary considers a processing approach at Bunker where lead (Pb), silver (Ag) and zinc (Zn) mineralization is mined
underground. Mineralized material will be conventionally milled and then concentrated by flotation of lead and silver followed by flotation
of zinc. Metal rich concentrates will then be sold to smelters in North America or overseas. Mill tailings will be deposited underground
in the historic mining voids located throughout the project.

 Economic
and Life of Mine highlights of the Technical Report Summary are listed in Table 1-3 and Table 1-4. Table 1-1 lists the mineral resource
estimate for the Bunker Hill Mine and Table 1-2 lists the mineral reserves for the Bunker Hill Mine. Mineral resources are not mineral
reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resources will be
converted into mineral reserves.

 Quality
Assurance/Quality Control

 BHMC
internal controls were employed on the 5,067 samples collected during the data verification and drilling programs. Various laboratories
were used in the analytical process and the results verified using industry accepted Quality Assurance and Quality Control procedures
(QAQC). QAQC procedures included the submission of blanks and certified standard reference material with the submittal of samples. Blanks
were analyzed in order to verify the accuracy of the sample preparation process. Certified standard reference material results were evaluated
in order to assess the accuracy of the laboratory assaying procedure. Additionally, preparation duplicates were submitted in order to
assess the accuracy of sample collection at the project site. Any failures from expected results were addressed and explained before
being used for mineral resource estimates.

 Risks
and uncertainties exist in the quantification of the spatial distribution on mineralization. These risks are inherent in estimation of
mineral resources. Samples themselves have uncertainty related to sampling collection errors and the homogeneity of the deposit. Wider
spaced drilling has more uncertainty than closely spaced drilling. Capping of high-grade outliers was used to ensure that the mineral
content of the deposit was not over stated. High grade outlier samples will tend to overestimate the metal content of the mineral deposit.
The block model for the deposit was constructed using sufficient sized blocks to account for mining dilution and uncertainties related
to the actual physical distribution of mineralization. Domains were utilized to minimize the estimation of mineralization into rock units
that do not host mineralization. These underlying factors and risks were considered in the final conclusion of the mineral resource estimate.

Resource Estimate

 Geostatistics
and estimates of mineralization were prepared by Resource Development Associates Inc. Industry accepted grade estimation techniques were
used to develop global mineralization block models for the Newgard, Quill and UTZ zones. The mineral resource estimate considers underground
mining and mill processing as a basis for reasonable prospects of eventual economic extraction. The total mineral resource estimate for
the Bunker Hill Mine is listed in Table 1-1 at a cutoff grade of net smelter return (NSR) 70 $/ton. Mineral Resources are classified
according to Item 1302(d)(1)(iii)(A) of Regulation S-K.

 Table
1-1 Bunker Hill Mine Mineral Resource Estimate (Exclusive of Mineral Reserves), December 31, 2023 – Resource Development Associates
Inc.

 (1)
The mineral resource estimate was prepared by Resource Development Associates Inc.

 (2)
Measured, Indicated and Inferred classifications are classified according to Item 1302(d)(1)(iii)(A) of Regulation S-K.

 (3)
Mineral resources that are not mineral reserves do not have demonstrated economic viability.

 (4)
Net smelter return (NSR) is defined as the return from sales of concentrates, expressed in US$/t (i.e., NSR = (Contained metal) * (Metallurgical
recoveries) * (Metal Payability %) * (Metal prices) – (Treatment, refining, transport and other selling costs)). For the mineral
resource estimate, NSR values were calculated using updated open-cycle metallurgical results including recoveries of 85.1%, 84.2% and
88.2% for Zn, Ag and Pb, respectively, and concentrate grades of 58% Zn in zinc concentrate, and 67% Pb and 12.13 oz/ton Ag in lead concentrate.

 (5)
Mineral resources are estimated using a zinc price of $1.20 per pound, silver price of $20.00 per ounce, and lead price of $1.00 per
pound.

 (6)
Historic mining voids, stopes and development drifting have been depleted from the mineral resource estimate.

 (7)
Totals may not add up due to rounding.

 (8)
Mineral resources are reported exclusive of mineral reserves. The reserves disclosed in the report represent measured mineral resources
and indicated resources that were evaluated with modifying factors related to underground mining.

 (9)
The point of reference for mineral resources is in situ mineralization.

Reserves

reserves have been estimated for the Quill, Newgard and UTZ sections of the Project. Measured and indicated mineral resources were converted
to probable mineral reserves for the Mine. Measured mineral resources were converted to probable mineral reserves because of uncertainties
associated with modifying factors that were taken into account in the conversion from mineral resources to mineral reserves.

 Measured
and indicated mineral resources were converted to probable mineral reserves by evaluating operating cost, projected metal revenues and
estimated stope shapes and geometries. The general widths, plunge and shape of the Quill and Newgard mineralization lends itself well
to transverse (perpendicular to strike) long hole open stoping (LHOS) with fill utilizing rubber tire equipment. The UTZ deposit is more
amenable to cut-and-fill (CF) methods due to its shape and geometry. Extraction of the planned mine shapes is assumed to be 100% of the
NSR $80/ton plan. Breakeven NSR is $70/ton for LHOS and $75/ton for cut-and-fill stopes.

reserves were classified in accordance with Item 1302(e)(2) of Regulation S-K. The mineral reserve statement is presented in Table 1-2.
Mineral reserves are estimated at an NSR value cutoff of $80/short ton at the reference point of saleable mill concentrates with an effective
date of August 29, 2022.

 Table
1-2 Bunker Hill Mineral Reserve Estimate, December 31, 2023 – Minetech, USA, LLC

 (1)
Planned dilution is zero grade waste included in the designed stope shapes and probable tonnages.

 (2)
Unplanned dilution is 5% external dilution added at zero grade.

 (3)
Mineral reserves stated are inclusive of all above mentioned dilutions and are factored for ore loss due to mining activities.

 (4)
Net smelter return (NSR) is defined as the return from sales of concentrates, expressed in US$/t (i.e., NSR = (Contained metal) * (Metallurgical
recoveries) * (Metal Payability %) * (Metal prices) – (Treatment, refining, transport and other selling costs)). For the mineral
reserve estimate, NSR values were calculated using updated open-cycle metallurgical results including recoveries of 85.1%, 84.2% and
88.2% for Zn, Ag and Pb, respectively, and concentrate grades of 58% Zn in zinc concentrate, and 67% Pb and 12.13 oz/ton Ag in lead concentrate.

 (5)
Mineral reserves are estimated using a zinc price of $1.20 per pound, silver price of $20.00 per ounce, and lead price of $1.00 per pound.

 (6)
Historic mining voids, stopes and development drifting have been depleted from the mineral reserve estimate.

 (7)
Totals may not add up due to rounding.

 Economic
Summary

 The
summary of the current projected financial performance of the Bunker Hill Mine is listed in Table 1-3. Sensitivities are summarized in
Table 1-4.

 Table
1-3 Bunker Hill Project Economic Summary

 Year

 Initial Capex

 TOTAL

 ANNUAL AVERAGE

 Metal Prices

 Zinc ($/lb)

 1.5

 1.4

 1.3

 1.25

 1.25

 1.25

 1.29

 1.29

 Lead ($/lb)

 0.95

 0.95

 0.95

 0.95

 0.95

 0.95

 0.95

 0.95

 Silver ($/oz)

 21.5

 21.5

 21.5

 21.7

 21.7

 Mine plan

 Ore mined (kt)

 3,360

 Zinc grade (%)

 5.90
 %

 5.60
 %

 4.70
 %

 5.70
 %

 5.70
 %

 5.90
 %

 5.50
 %

 5.50
 %

 Lead grade (%)

 2.10
 %

 2.40
 %

 2.70
 %

 2.90
 %

 2.40
 %

 1.90
 %

 2.50
 %

 2.50
 %

 Silver grade (oz/t)

 0.5

 0.7

 1.3

 1.4

 1.2

 0.8

 1.1

 1.1

 Zinc eq grade (%)

 7.70
 %

 8.00
 %

 8.10
 %

 9.40
 %

 8.80
 %

 8.20
 %

 8.50
 %

 8.50
 %

 Production

 Zinc concentrate (t)

 6,671

 53,504

 44,852

 54,997

 55,061

 57,909

 272,995

 53,265

 Lead concentrate (t)

 2,091

 20,945

 23,577

 25,078

 20,955

 16,605

 109,251

 21,432

 Zn grade - Zn conc (%)

 58.00
 %

 58.00
 %

 58.00
 %

 58.00
 %

 58.00
 %

 58.00
 %

 58.00
 %

 58.00
 %

 Pb grade - Pb conc (%)

 67.00
 %

 67.00
 %

 67.00
 %

 67.00
 %

 67.00
 %

 67.00
 %

 67.00
 %

 67.00
 %

 Ag grade - Pb conc (oz/t)

 14.4

 18.6

 31.5

 30.1

 27.4

 27.6

 27.7

 Zn prod. - Zn conc (klbs)

 7,738

 62,065

 52,029

 63,796

 63,871

 67,174

 316,674

 61,787

 Pb prod. - Pb conc (klbs)

 2,802

 28,067

 31,593

 33,605

 28,080

 22,251

 146,397

 28,719

 Ag prod. - Pb conc (koz)

 3,020

 Zinc eq produced (klbs)

 9,954

 87,233

 87,679

 102,310

 96,375

 91,909

 475,460

 93,101

 Cost metrics

 Mining ($/t)

 Processing ($/t)

 G&A ($/t)

 Opex - total ($/t)

 Sustaining capex ($/t)

 Cash costs: by-prod. ($/lb Zn payable)

 0.61

 0.42

 0.36

 0.45

 0.64

 0.5

 0.5

 AISC: by-prod. ($/lb Zn payable)

 0.82

 0.74

 0.59

 0.95

 0.73

 0.77

 0.77

 FCF & Valuation ($000's)

 Zinc revenue

 73,857

 57,492

 67,784

 67,863

 71,373

 338,368

 67,674

 Lead revenue

 25,330

 28,513

 30,328

 25,342

 20,081

 129,595

 25,919

 Silver revenue

 7,900

 15,515

 15,406

 13,256

 9,260

 61,337

 12,267

 Gross revenue

 107,087

 101,520

 113,518

 106,461

 100,714

 529,300

 105,860

 TC - Zinc conc

 -16,257

 -11,138

 -13,657

 -13,673

 -14,380

 -69,105

 -13,821

 TC - Lead conc

 -3,698

 -4,162

 -4,428

 -3,700

 -2,932

 -18,919

 -3,784

 RC - Lead conc

 -449

 -882

 -896

 -771

 -538

 -3,535

 -707

 Land freight

 -2,193

 -2,019

 -2,360

 -2,239

 -2,192

 -11,002

 -2,200

 Net smelter return

 84,491

 83,319

 92,178

 86,079

 80,672

 426,739

 85,348

 Mining costs

 -22,828

 -24,592

 -23,971

 -22,927

 -27,454

 -121,772

 -24,354

 Processing costs

 -13,766

 -13,842

 -13,842

 -13,842

 -14,053

 -69,346

 -13,869

 G&A costs

 -6,050

 -6,063

 -6,063

 -6,063

 -4,257

 -28,496

 -5,699

 EBITDA

 41,847

 38,822

 48,302

 43,247

 34,908

 207,126

 41,425

 Sustaining capex

 -11,475

 -14,127

 -12,651

 -26,982

 -5,215

 -70,450

 -14,090

 Initial capex

 -54,853

 -54,853

 -

 Land & salvage value

 12,281

 12,281

 12,281

 Pre-tax free cash flow

 -54,853

 30,372

 24,695

 35,650

 16,266

 41,974

 94,103

 29,791

 Taxes

 -511

 -1,394

 -1,382

 -2,218

 -1,155

 -1,224

 -7,884

 -1,475

 Free cash flow

 -55,364

 28,978

 23,313

 33,432

 15,111

 40,750

 86,219

 28,317

 NPV (5%)

 62,826

 NPV (8%)

 51,813

 IRR (%)

 36.00
 %

 Payback (years)

 2.1

 '

 Table
1-4 Sensitivity Analysis

 Property
Description and Ownership

 The
Bunker Hill Mine is located in Shoshone County, Idaho with portions of the Mine located within the cities of Kellogg and Wardner, Idaho
in northwestern USA. The Kellogg Tunnel, which is the main access to the Mine, is located at 47.53611 N latitude, 116.1381W longitude.
The approximate elevation for the above cited coordinates is 2366 ft.

 On
December 15, 2021 BHMC signed a Purchase and Sale Agreement (PSA) with Placer Mining Corporation and both William and Shirley Pangburn
to acquire full ownership of the subsequently listed mineral titles in addition to other surface rights and real property associated
with land and structures of the Bunker Hill Mine.

 On
January 7, 2022, the Company closed the purchase of the Bunker Hill Mine. Mine assets were purchased for $7,700,000, with $300,000 of
previous lease payments and a deposit of $2,000,000 applied to the purchase, resulting in cash paid at closing of approximately $5,400,000.
The EPA obligation of $19,000,000 was assumed by Bunker Hill as part of the acquisition.

 Geology
and Mineralization

 The
Northern Idaho Panhandle Region in which the Bunker Hill Mine is located is underlain by the Middle Proterozoic-aged Belt-Purcell Supergroup
of fine-grained, dominantly siliciclastic sedimentary rocks, which extends from western Montana (locally named the Belt Supergroup) to
southern British Columbia (locally named the Purcell Supergroup) and is collectively over 23,000 feet in total stratigraphic thickness.

 Mineralization
at the Bunker Hill Mine is hosted almost exclusively in the Upper Revett formation of the Ravalli Group, a part of the Belt Supergroup
of Middle Proterozoic-aged, fine-grained sediments. Geologic mapping and interpretation progressed by leaps and bounds following the
recognition of a predictable stratigraphic section at the Bunker Hill Mine and enabled the measurement of specific offsets across major
faults, discussed in the following section. From an exploration and mining perspective, there were two critical conclusions from this
research: all significant mineralized shoots are hosted in quartzite units where they are cut by vein structures, and the location of
the quartzite units can be projected up and down section, and across fault offsets, to target extensions and offsets of known mineralized
shoots and veins.

 Mineralization
at Bunker Hill Mine falls in four categories, described below from oldest to youngest events:

 Bluebird
Veins (BB): W–NW striking, SW-dipping, variable ratio of sphalerite-pyrite-siderite mineralization. Thick, tabular cores with
gradational margins bleeding out along bedding and fractures.

 Stringer/Disseminated
Zones: Disseminated, fracture controlled and bedding controlled blebs and stringer mineralization associated with Bluebird structures,
commonly as halos to vein-like bodies or as isolated areas where brecciated quartzite beds are intersected by the W-NW structure and
fold fabrics.

 Galena-Quartz
Veins (GQ): E to NE striking, S to SE dipping, quartz-argentiferous galena +/-siderite-sphalerite-chalcopyrite-tetrahedrite veins,
sinuous-planar with sharp margins, cross-cut Bluebird veins.

 Hybrid
Zones: Formed at intersections where GQ veins cut BB veins, with open space deposition of sulfides and quartz in the vein refraction
in quartzite beds, and replacement of siderite in the BB vein structure by argentiferous galena from the GQ vein.

 Environmental
Studies and Permitting

 Because
the Mine is on patented mining claims (privately-owned land), only a limited number of permits are required for mining and milling operations.
These relate to (1) air quality and emissions from crushing, milling and processing and (2) any refurbishment of surface buildings that
may require construction permits.

 The
Bunker Hill Mine is located within the Bunker Hill Superfund site (EPA National Priorities Listing IDD048340921). Cleanup activities
have been completed in Operable Unit 2 of the Bunker Hill Superfund Site where the Mine is located, though water treatment continues
at the Central Treatment Plant (the "CTP") located near Bunker Hill Mine. The CTP is owned by the EPA and is operated by
its contractors.

 BHMC
entered into a Settlement Agreement and Order on Consent with the EPA and the DOJ on May 14, 2018. Section 9, Paragraph 33 of that agreement
stipulates that BHMC must obtain a National Pollutant Discharge Elimination System ("NPDES") permit for effluent discharged
by Bunker Hill Mine by May 14, 2023. This obligation exists and the deadline will occur at a point in time where restart activities
are planned to occur.

 BHMC
will initiate a voluntary Environmental, Social and Health Impact Assessment ("ESHIA") for the activities described in the
Technical Report Summary and for its business model as a whole. This study is projected for completion in 2024 and will conform to ISO,
IFC and GRI standards.

 Metallurgical
Testing

 Resource
Development Inc. (Rdi) initiated metallurgical test work on three samples designated Newgard, Quill and Utz, with the primary objective
of determining the process flowsheet and the metal recoveries and concentrate grades. Flotation testing was completed through locked-cycle
testing, the results of which are displayed in table 1-5

 Table
1-5 Summary of Locked-Cycle Flotation Test Results

 The
open-cycle and locked-cycle tests were completed at a primary grind of P 80 270 mesh for rougher flotation. Rougher scavenger
flotation was included in both the lead and zinc circuits to increase the amount of value sent to the cleaner stages. Regrind of the
lead rougher concentrate with a pebble mill was completed to a particle size of approximately P 80 400 mesh for cleaner flotation.
No regrind was completed with the zinc rougher concentrate.

 BHMC
has contracted SGS Canada Inc (SGS) to conduct a metallurgical study to further evaluate and optimize metal recovery for the Bunker Hill
Project. The primary objective of the test program is to complete metallurgical test work to improve met results over the Pre-feasibility
Study (PFS) performed by Rdi for the Bunker Hill Project.

 Figure
1-1 Locked-Cycle Test Process Flowsheet

 Mining
Method

 Long-hole
stoping with fill (LHOS), cut-and-fill and possibly room-and-pillar mining with fill are the only methods viable for sustained operations
today. LHOS is the preferred mining method with limited cut-and-fill mining at Bunker Hill Mine. Room-and-pillar mining is not in the
current plan. Timbered ground support has been replaced with newer ground support technology of rock bolts, mesh, shotcrete and steel
sets as required.

 Beginning
in October of 2021 and completed in April of 2022, BHMC conducted a geotechnical investigation of the underground conditions at the Bunker
Hill Mine. Data collection involved a data analysis of rock quality designation (RQD) values logged with previous exploration drilling,
geotechnical logging of recently drilled rock cores and an extensive investigation of pre-existing underground excavations and development.
Ground conditions are generally good to excellent at Bunker Hill Mine and the rest of the mines in the Silver Valley. Bunker Hill Mine
does not have a history of rock burst events that are frequent in the deeper mines to the east.

 Recovery
Methods

Hill plans to re-construct a crush-grind-flotation-concentration mill from the nearby Pend Oreille (PO) mine in northern Washington on
the Bunker Hill Kellogg Mine Yard. The future structures to house the grind-flotation-concentration
circuit, the secondary crushing circuit and concentrate storage facilities will need to be constructed.

 The
process consists of a primary and secondary ore crushing circuit, then a primary grinding circuit followed by two separate flotation
circuits to recover lead, zinc, silver and gold into two separate concentrate products: a lead, silver, gold concentrate and a zinc concentrate.
Approximately 648,000 short tons of ore will be processed a year at a rate of 1,800 short tons per day (stpd), or 79 short tons per hour
(stph) at 95% availability.

 Figure
1-2 Bunker Hill Process Flowsheet

 Current
Exploration and Development

Hill has a rare exploration opportunity available at the Bunker Hill Mine and has embarked on a new path to fully maximize the potential.
A treasure trove of geologic and production data has been organized and preserved in good condition in the mine office since the shutdown
of major mine operations in the early 1980s. This data represents 70+ years of proper scientific data and sample collection, with high
standards of accuracy and precision that were generally at or above industry standards at the time.

 The
Company saw the wealth of information that was available but not readily usable and embarked on a scanning and digitizing program. From
this, the Company was able to build a three-dimensional (3D) digital model of the mine workings and 3D surfaces and solids of important
geologic features. To add to this, all of the historic drill core lithology logs and assay data (>2900 holes) was entered into a database
and imported with the other data into Maptek Vulcan 3D software.

 In
addition to both continued geologic digitization and the completed 2021 exploration drill program, the Company has performed a geophysical
survey over the summer of 2021. The survey was conducted as a ground geophysical 3DIP survey through DIAS Geophysical Ltd out of Saskatoon,
Saskatchewan.

 Conclusions

 The
Pre-Feasibility level analyses demonstrates that the restart of the Bunker Hill Mine can reasonably be expected to generate a positive
return on investment with an after-tax internal rate of return (IRR) of 36% based on the reserves presented. It is reasonable to expect
the conversion of Inferred resources to Indicated resources and indicated resources to measured resources to continue. Inferred mineral
resources are considered too geologically speculative to have economic considerations applied to them to be classified as a mineral reserve.

 The
Technical Report Summary is based on all available technical and scientific data available as of August 29, 2022. Mineral resources are
considered by the QP to meet the reasonable prospects of eventual economic extraction due two main factors: (1) cut-off grades are based
on scientific data and assumptions related to the project and (2) mineral resources are estimated only within blocks of mineralization
that have been accessible in the past by mining operations as well as by using generally accepted mining and processing costs that are
similar to many projects in Idaho.

 Recommendations

 Continued
analysis and interpretation of the geophysical survey results should aid to guide future exploration activities outside of historical
mine working areas. Additional exploration drilling, with the advancement of underground mine development, is also advised due to the
proximity of future development to under-explored areas of historical workings. Continued digitization and interpretation of historical
mapping and research will aid to guide future underground and surface exploration activities.

 Completion
of issued for construction (IFC) level drawings for the mineral processing facilities is recommended.

 Completion
of IFC-level engineering drawings related to the paste backfill plant are recommended. Final tails product material generated from additional
metallurgical testing will work to optimize binder compositions and have the potential to reduce backfill operating expenses or costs.

 Additional
geotechnical studies are recommended with the advancement of underground development. Continued geotechnical diamond drilling associated
with future resource delineation and exploration drilling activities will provide a better sample set for rock strength testing and geotechnical
logging. Future underground development will also allow for the investigation of previously mined areas and association of historical
span allowances based on previous ground support methods.

 Additional
resource delineation and conversion drilling and mine block modeling should continue to increase the conversion of Inferred to Indicated
Resources.

 Table
1-6 Proposed Work Program to Advance Bunker Hill

 Activity

 Amount
 ($ in millions)

 Geophysical Interpretation and Additional Geophysics

 $
 0.05

 Environmental Studies

 $
 0.03

 Geotechnical Studies

 $
 0.15

 Mill and Process Plant Engineering

 $
 1.70

 Hydraulic Backfill and Tailing Placement Engineering

 $
 0.50

 Total Recommended Budget

 $
 2.43

 Project
Infrastructure

 The
Bunker Hill complex is a mature mine with much of the underground infrastructure and development still in place. The mill, smelter and
tailing impoundment have been removed, and these sites have been reclaimed. Part of the reclamation included surface water diversion
structures, which are still in use and are maintained in good condition. The original Bunker Hill mine offices, car and maintenance shops,
and change house are located near the Kellogg Tunnel (KT) portal and are in serviceable condition.

Hill is located in Kellogg, Idaho, along the Interstate 90 corridor on the west side of what is traditionally known as the Silver Valley.
It is 60 miles from the Spokane, Washington airport to the west and 125 miles to the Missoula, Montana airport to the east. The Silver
Valley of north Idaho is a desirable place to live and is home to an enthusiastic and talented underground mining work force.

 Mine power requirements have been met and completed
with the Avista Kellogg substation, located next to the Bunker Hill main offices supplying power to the Mine and other local consumers.
There are two existing distribution lines now supplying the Mine from the Kellogg Avista substation. One feeds the surface mine facilities
and the underground loads from the Kellogg side, and the other feeds the Wardner mine yard and facilities. The current three-phase 2.5
kilovolt (kV) mine distribution system on the Kellogg side has been upgraded to three-phase 13.2kV during the year ended December 31,
2023.

 Mine
discharge water now gravity drains out the nine-level through the Kellogg Tunnel via a ditch adjacent to the rail line to the portal.
It is then routed to a water treatment plant constructed by the EPA and currently operated by the Idaho Department of Environmental Quality
(IDEQ).

 BHMC
commissioned Patterson & Cooke North America to perform tradeoff studies for costing and operating the mine backfill and tailing
placement facilities. Results from the tradeoff studies led to the location of the plant on surface, both adjacent to the mill and at
Wardner. Tailings thickening will take place inside the mill/process facility building, with the underflow being pumped to the tailings
filtration plant located adjacent to the mill/process building. Vacuum filtration will take the thickened tailings and produce a filter
cake material, which will be deposited and stored in a load-out facility at the plant. A surface loader will transfer the filter cake
tailings into overland haul trucks to deliver the material up to the Wardner side of operations along the return route from run-of-mine
(ROM) ore haulage. Once delivered to the storage facility at Wardner, material will be loaded into the paste plant, combined with an
ordinary cement binder, and subsequently pumped underground via a reticulated piping system.

 ITEM
3. 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 U.S. 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 U.S. 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
in respect of Crescent's cost recovery claim under CERCLA Section 107(a) and 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 intends to vigorously defend 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. Bunker Hill Mining Corporation v. Venzee Technologies
Inc. (Venzee) et al, Case No. 2:21-cv-209-REP, was filed in the U.S. 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 lawsuit. 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. This lawsuit has
been consolidated into the lawsuit Crescent filed on July 28, 2021.

 ITEM
4. MINE SAFETY DISCLOSURES

 The
enacted Dodd-Frank Wall Street Reform and Consumer Protection Act ("the Act") requires the operators of mines to include
in each periodic report filed with the SEC certain specified disclosures regarding the Company's history of mine safety. The information
concerning mine safety disclosures required by the Act and this Item is included in Exhibit 95.1 to this report.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 Our
common stock is traded on Toronto Stock Exchange Venture under the symbol "BNKR" and on the OTCQB under the symbol "BHLL".

 Stockholders

 As
of March 12, 2024, there were approximately 160 stockholders of record of our common stock and, according to our estimates, approximately
500 beneficial owners of our common stock.

 Unregistered
Sales of Securities

 Warrant
Exercise

 On
March 15, 2023, the Company amended the exercise price and the expiry date of 10,416,667 common stock purchase warrants of the Company.
The warrants were issued to Teck Resources Limited ("Teck") on a private placement basis on May 13, 2022, in consideration
for the Company's acquisition of the Pend Oreille process plant. Each warrant entitles the holder thereof to purchase one share
of common stock of the Company (each, a "warrant share") at an exercise price of C$0.37 per warrant share at any time on
or prior to May 12, 2025. The Company amended the exercise price of the warrants from C$0.37 to C$0.11 per warrant share and amended
the expiry date from May 12, 2025 to March 31, 2023. Following the amendment of the terms of the warrants, Teck exercised all 10,416,667
warrants at an exercise price of C$0.11, for aggregate gross proceeds of approximately C$1,145,834 to the Company. The Company relied
on the exemption from registration under Section 4(a)(2) of the U.S. Securities Act of 1933, as amended (the "Securities Act"),
or Rule 506 of Regulation D, or Regulation S, and in reliance on similar exemptions under applicable state laws, for purposes of the
exercise of the warrants.

 Private
Placement of Special Warrants

 On
March 28, 2023, the Company announced the closing of a private placement of special warrants of the Company (the "Special Warrants")
by issuing 51,633,727 Special Warrants at a price of C$0.12 per Special Warrant, for aggregate gross proceeds of C$6,196,047. Each Special
Warrant is exercisable, for no additional consideration and with no further action on the part of the holder thereof, into one unit of
the Company (each, a "Unit"), subject to customary anti-dilution provisions and a certain penalty provision set forth in
the indenture governing the Special Warrants. Each 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") at an exercise price of $0.15 per Warrant Share until
March 27, 2026. In consideration for their services in connection with the offering, a cash commission in the amount of $211,461 is payable
to the agents. The agents were also issued 2,070,258 compensation options (the "Compensation Options"). Each Compensation
Option is exercisable to acquire one unit of the Company (a "Compensation Unit") at a price of C$0.12 per Compensation Unit
for a period of 36 months from March 27, 2023, subject to adjustment in certain events. Each Compensation Unit consists of one share
of common stock of the Company and one common stock purchase warrant of the Company (an "Agents' Compensation Warrant").
Each Agents' Compensation Warrant entitles the holder thereof to acquire one share of common stock of the Company (an "Agents'
Compensation Warrant Share") at a price of C$0.15 per Agents' Compensation Warrant Share until March 27, 2026. The Company
relied on the exemption from registration under Section 4(a)(2) of the Securities Act, or Rule 506 of Regulation D, or Regulation S,
and in reliance on similar exemptions under applicable state laws, for purposes of the private placement.

of Common Stock Issued in Satisfaction of Interest Payable on Convertible Debentures

 The
Company and Sprott Private Resource Streaming & Royalty Corp. ("Sprott") entered into (i) six convertible debentures
on January 28, 2022 in the aggregate principal amount of $6,000,000 (the "CD1") and (ii) three convertible debentures on
June 17, 2022 in the aggregate principal amount of $15,000,000 (the "CD2" and together with the CD1, the "convertible
debentures"). Pursuant to the terms of the convertible debentures, the Company may elect to pay the accrued and unpaid interest
due thereunder by issuing shares of common stock of the Company, as opposed to paying cash, at the conversion price set forth therein.
On January 10, 2023, the Company issued 6,377,271 shares of common stock in connection with its election to satisfy interest payments
under the outstanding convertible debentures for the three months ended December 31, 2022. On March 31, 2023, the Company issued 9,803,573
shares of common stock in connection with its election to satisfy interest payments under the outstanding convertible debentures for
the three months ended March 31, 2023. On June 23, 2023, the Company issued 3,944,364 shares of common stock in connection with its election
to satisfy interest payments under the outstanding convertible debentures for the three months ended June 30, 2023. On October 11, 2023,
the Company issued 5,175,000 shares of common stock in connection with its election to satisfy interest payments under the outstanding
convertible debentures for the three months ended September 30, 2023. On January 9, 2024, the Company issued 7,392,859 shares of common
stock in connection with its election to satisfy interest payments under the outstanding convertible debentures for the three months
ended December 31, 2023. The Company relied on the exemption from registration under Section 4(a)(2) of the U.S. Securities Act of 1933,
as amended, or Rule 506 of Regulation D, or Regulation S, and in reliance on similar exemptions under applicable state laws, for purposes
of issuance of the shares in satisfaction of the interest payable under the convertible debentures.

 Securities
Issued Pursuant to Equity Incentive Plans

the fiscal year ended December 31, 2023, the Company issued 10,844,993 restricted stock units ("RSUs") and nil options to
purchase shares of common stock of the Company to directors, employees and consultants under the Company's equity incentive plans.

 On
May 25, 2023, the Company issued 1,268,183 shares of common stock at a deemed price of C$0.20 for the settlement of RSUs.

 On
May 29, 2023, the Company issued 50,000 shares of common stock at a deemed price of C$0.22 for the settlement of RSUs.

 On
June 1, 2023, the Company issued 2,821,248 shares of common stock at a deemed price of C$0.23 for the settlement of RSUs.

 On
June 2, 2023, the Company issued 888,654 shares of common stock at a deemed price of C$0.26 for the settlement of RSUs.

 On
June 5, 2023, the Company issued 357,735 shares of common stock at a deemed price of C$0.27 for the settlement of RSUs.

 On
June 7, 2023, the Company issued 42,000 shares of common stock at a deemed price of C$0.255 for the settlement of RSUs.

 On
June 7, 2023, the Company issued 339,398 shares of common stock at a deemed price of C$0.245 for the settlement of RSUs.

 On
November 16, 2023, the Company issued 42,000 shares of common stock at a deemed price of C$0.125 for the settlement of RSUs.

 The
Company relied on the exemption from registration under Section 4(a)(2) of the Securities Act, or Rule 506 of Regulation D, or Regulation
S, and in reliance on similar exemptions under applicable state laws, for purposes of the issuance of such securities.

 Issuer
Purchases of Equity Securities

 None.

 ITEM
6. [RESERVED]

 Not
Applicable.

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 SPECIAL
NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

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.

 Background
and Overview

 The
Company's sole focus is the development and restart of its 100% owned flagship asset, the Bunker Hill Mine, in 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. Production is
expected to commence in 2024.

 Since early 2020, the Company has conducted multiple
exploration campaigns, published multiple economic studies and mineral resource estimates, and advanced the rehabilitation and development
of the Mine. In December 2021, the Company announced a project finance package with Sprott Private Resource Streaming & Royalty Corp.,
an amended Settlement Agreement with the EPA, and the purchase of the Bunker Hill Mine. In 2022, the Company completed the purchase of
a package of equipment and parts inventory from Teck Resources Limited's ("Teck") Pend Oreille operation. The package
comprises substantially all the mineral processing equipment 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 components and parts for the mill, assay lab, conveyer,
field instruments, and electrical spares.

 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) conducting the program of activities to restart the mine.

 In June 2023, the Company closed an upsized and improved
$67,000,000 project finance package with Sprott, consisting of a $46,000,000 stream and a $21,000,000 new debt facility. The Company believes
that this project finance package will be sufficient to complete the development and construction activities to restart the mine.

 The Bunker Hill Mine restart is expected to take place in 2024, with first
concentrate production targeted for the fourth quarter of 2024. However, the estimated timing of Bunker Hill Mine restart is subject to
change based on factors beyond the Company's control, including but not limited to supply chain dynamics.

 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 years ended December 31, 2021 and 2022. Unless otherwise stated, all figures
herein are expressed in U.S. dollars, which is the Company's functional currency.

 Comparison
of the year ended December 31, 2023 and the year ended December 31, 2022

 Revenue

the year ended December 31, 2023, the Company generated no revenue (year ended December 31, 2022 - $nil).

 Expenses

the year ended December 31, 2023, the Company reported total operating expenses of $11,600,574 as compared to total operating expenses
of $16,487,161 for the year ended December 31, 2022.

 The
decrease in total operating expenses was primarily due to (i) a decrease in mine preparation expenses of $7,827,656 (ii) a decrease
in consulting and wages expenses of $1,872,392 (iii) partially offset by an increase in operation and administration expenses of $4,112,443
in the year ended December 31, 2023 compared to the year ended December 31, 2022. Mine preparation expenses were $nil in the year
ended December 31, 2023, primarily as a result of the Company determining that all costs directly attributed to the mine after
September 30, 2022 (upon the release of the prefeasibility study) constituted mine development costs (capitalized to non-current
assets) instead of mine preparation costs (expense) given the existence of probable mineral reserves and an economic study
incorporating them. The decrease in consulting and wages expenses was impacted by a lower volume of transactions and a lower bonus
accrual in the year ended December 31, 2023, as compared to the year ended December 31, 2022. Operation and administration expenses increased
due to increased activities at site, such as maintenance.

 Net
Income and Comprehensive Income

 The
Company had net loss of $13,432,539 for the year ended December 31, 2023 (net income of $898,591 for the year ended December 31, 2022).
The decrease in net income was due to a decrease in the gain recorded due to change in derivative liability of $13,336,366 (gain of $2,360,025
and gain of $15,696,391 for the year ended December 31, 2023, and 2022 respectively). The decrease in net income was further increased
by a higher interest expense in the year ended December 31, 2023 ($7,124,527) compared to the year ended December 31, 2022 (3,382,559),
due to the issuance of the Stream obligation in June 2023. The change in net loss was also impacted by a decrease of $1,462,230 gain
on extinguishment in debt in the year ended December 31, 2023, compared to the year ended December 31, 2022. A gain of $7,151,873 was
recognized in the year ended December 31, 2023, relating to the sale of mineral properties, compared with a $8,614,103 gain on EPA settlement
in the year ended December 31, 2022. Net loss for the year ended December 31, 2023, included a loss on modification of debt of 3,228,525,
mostly relating to the Stream, compared to $nil for the year ended December 31, 2022. Net loss for the year ended December 31, 2023,
also included the initial recognition of a deferred tax liability and corresponding deferred tax expense relating to the closing of the
stream transaction ($2,588,590 for the year ended December 31, 2023, compared to $nil for the year ended December 31, 2022).

 The
decrease in net income was offset by the inclusion of $1,107,093 of interest income for the year ended December 31, 2023, compared to
$nil for the year ended December 31, 2022. Additionally, items offsetting the decrease in net income was the decrease in operating expenses, as described above, and the decrease in debenture financing
costs of $1,230,540 ($nil for the year ended December 31, 2023, compared to $1,230,540 for the year ended December 31, 2022). The decrease
in net income was further offset by an increase in the gain recorded due to change in convertible debentures of $2,814,313 (gain of $1,673,776
and loss of $1,140,537 for the year ended December 31, 2023, and 2022 respectively). The gain in fair value that occurred in 2023 was
driven by a decline in the Company's share price. The loss that occurred in 2022 was driven by the increase in likelihood of the
RCD being converted into a Royalty.

 The
Company had comprehensive loss of $12,877,752 for the year ended December 31, 2023 (comprehensive income of $1,152,466 for the year ended
December 31, 2022). Comprehensive loss for the year ended December 31, 2023, is inclusive of a $554,787 gain on change in fair value on
own credit risk ($253,875 for the year ended December 31, 2022) relating to the convertible debentures outstanding into during the year ended
December 31, 2023, due to the Company's credit rating improving in the same period
primarily due to the closing of the $46,000,000 Stream.

 Liquidity
and Capital Resources

 Current
Assets and Total Assets

 As
of December 31, 2023, the Company had total current assets of $27,176,997, compared to total current assets of $7,741,052 at December
31, 2022 – an increase of $19,435,945; and total assets of $61,989,678, compared to total assets of $32,929,892 at December 31,
2022 – an increase of $29,059,786. The increase in current assets and total assets was primarily due to the closing of the $46,000,000
Stream, net of repayment of the $5,000,000 Bridge Loan, Promissory note and transaction related costs, the exercise of 10,416,667 warrants at an exercise price of C$0.11, for
aggregate gross proceeds of $837,460 (C$1,145,834) and the closing of the March 2023 Offering for gross proceeds of $4,536,020 (C$6,196,047).

 Current
Liabilities and Total Liabilities

 As
of December 31, 2023, the Company had total current liabilities of $7,472,326 and total liabilities of $88,356,840, compared to total
current liabilities of $10,155,582 and total liabilities of $59,106,835 at December 31, 2022. Current liabilities decreased primarily
as a result of the repayment of the promissory note, and settlement of accounts payable and accrued liabilities from the proceeds of
the Stream. Total liabilities increased primarily as a result of closing of the $46,000,000 Stream and recognition of deferred tax liability,
partially offset by a decrease in the carrying values of convertible debenture 1, convertible debenture 2, warrants, and the settlement
of royalty convertible debenture and the bridge loan.

 Working
Capital and Shareholders' Deficit

 As
of December 31, 2023, the Company had a working capital balance of $19,704,671 and a shareholders' deficiency of $26,367,162 compared
to a working capital deficit of $2,414,530 and a shareholders' deficiency of $26,176,943 as of December 31, 2022. The working capital
balance increased during the year ended December 31, 2023, primarily due to cash received from closing of the $46,000,000 Stream (net
of repayment of the $5,000,000 Bridge Loan and transaction related costs) and cash received from the closing of a brokered private placement
of special warrants of the Company, partially offset by operating expenses and capital expenditures incurred during the period. The shareholders'
deficiency decreased due to proceeds received from the equity financing in the year ended December 31, 2023, partially offset by the
net loss the same period.

 Cash
Flow

the year ended December 31, 2023, the Company had a net cash increase of $19,394,491, primarily due to the closing of a brokered private
placement of special warrants of the Company and proceeds received from the exercise of warrants and closing of the Stream agreement
with Sprott. Cash expenditures during the year ended December 31, 2023, were primarily related to process plant and general working capital requirements.

 Subsequent
Events

 Share
Issuance

 On
January 09, 2024, the Company issued 7,392,859 shares 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.

 On
January 29, 2024, the Company granted 672,450 RSUs to a certain member of management of the Company. The RSUs vest on January 29, 2025.

 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 the 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
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not
Applicable.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 TABLE
 OF CONTENTS

 Page

 Report of Independent Registered Public Accounting Firm – MNP LLP, PCAOB ID: 1930

 Consolidated Balance Sheets, December 31, 2023 and 2022

 Consolidated Statements of Operations for the years ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Consolidated Statements of Changes in Stockholders' Deficit for the years ended December 31, 2023 and 2022

 Notes to the Consolidated Financial Statements

 49-77

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Shareholders of Bunker Hill Mining Corp. (formerly Liberty Silver Corp.)

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of Bunker Hill Mining Corp. (the "Company") as at December 31,
2023 and 2022, and the related consolidated statements of income (loss) and comprehensive income (loss), cash flows, and changes in shareholders'
deficiency for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to as the
"consolidated financial statements").

 In
our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the
Company as at December 31, 2023 and 2022, and the results of its consolidated operations and its consolidated cash flows for each of
the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States
of America.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements
that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are
material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole,
and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the
accounts or disclosures to which they relate.

 Critical
 Audit Matter Description

 Audit
 Response

 Valuation
 of Series 1 & 2 Convertible Debentures (CDs)

 The
 Company had previously issued CDs which are complex in nature and are required to be fair valued at the end of each reporting period.

 The
 calculation of the fair value of the CDs requires management to use an appropriate valuation model and incorporates estimates.

 This
 resulted in an increased extent of audit effort, including the involvement of internal valuation specialists.

 Due
 to the complexity of these CDs and the estimates and assumptions involved in the determination of fair value we considered this to
 be a critical audit matter.

 Refer
 to Note 3 Significant Accounting Policies - Use of Estimates and Assumptions and Note 9 Promissory Notes Payable and Convertible
 Debentures.

 We
 responded to this matter by performing audit procedures in relation to the valuation of the CDs. Our audit work in relation to this
 included, but was not restricted to, the following:

 Obtained and assessed all amendments signed in the year in relation to the CDs.

 Obtained management's assessment of the fair value of the CDs.

 With the assistance of internal valuation specialists, evaluated the reasonability of management's model for valuing the CDs
 and the appropriateness of the inputs used in the model, and recalculated fair values.

 Recalculated the covenants involved to ensure compliance.

 Performed a sensitivity analysis on the inputs.

 Assessed the appropriateness of the related disclosures.

 Accounting
 Treatment and Valuation of Stream Debenture

 Upon
 closing of the Metals Purchase Agreement, the Company was issued a $46,000,000 debenture (the "Stream Debenture").

 The
 determination of the accounting treatment of the Stream Debenture is complex in nature. The measurement of the Stream Debenture requires
 management to incorporate significant estimates.

 Due
 to the complexity involved in determining the correct accounting treatment and measurement of the Stream Debenture, we considered
 this to be a critical audit matter.

 Refer
 to Note 3 Significant Accounting Policies - Use of Estimates and Assumptions and Note 9 Promissory Notes Payable and Convertible
 Debentures.

 We
 responded to this matter by performing audit procedures in relation to the accounting treatment and valuation of the Stream Debenture.
 Our audit work in relation to this included, but was not restricted to, the following:

 Obtained the agreement for the Stream Debenture.

 Evaluated the appropriateness of management's analysis and assessment of the accounting treatment of the Stream Debenture in
 accordance with relevant accounting standards.

 Assessed the reasonability of the model used to value the Stream Debenture and the appropriateness of the inputs used and
 recalculated the value.

 With the assistance of internal valuation specialists, assessed certain key assumptions in the valuation of the Stream Debenture
 which included the discount rate and future metal prices.

 Evaluated management's calculation of the initial and year-end measurement of the Stream Debenture.

 Assessed the appropriateness of the related disclosures.

 Measurement
 of Gain on Conversion of Royalty Convertible Debenture ("RCD")

 The
 RCD was converted and the Company granted a royalty over the life of the Bunker Hill mine (the "Royalty").

 The
 determination of the accounting treatment of the Royalty is complex in nature. The measurement of the converted RCD into the Royalty
 requires management to incorporate significant estimates.

 Due
 to the complexity involved in determining the correct accounting treatment and measurement of the RCD and the Royalty on the conversion
 date, we consider this to be a critical audit matter.

 Refer
 to Note 3 Significant Accounting Policies - Use of Estimates and Assumptions and Note 9 Promissory Notes Payable and Convertible
 Debentures.

 We
 responded to this matter by performing audit procedures in relation to the measurement of gain on conversion of the RCD. Our audit
 work in relation to this included, but was not restricted to, the following:

 Obtained the agreement for the conversion of the RCD into the Royalty.

 Evaluated management's analysis and assessment of the accounting treatment of the conversion in accordance with the relevant
 accounting standards.

 Assessed the reasonability of the model used to value the RCD and Royalty on conversion date and the appropriateness of the inputs
 used and recalculated the values.

 With the assistance of internal valuation specialists, assessed certain key assumptions in the valuation of the RCD and Royalty on
 conversion date which included the discount rate and future metal prices.

 Tested mathematical accuracy of management's calculation of the RCD and the Royalty.

 Assessed the appropriateness of the related disclosures.

 MNP
LLP

 Chartered
Professional Accountants

Licensed Public Accountants

 We
have served as the Company's auditor since 2014.

 Mississauga,
Canada

 March 12, 2024

Hill Mining Corp.

 Consolidated
Balance Sheets

 (Expressed
in United States Dollars)

 2023

 2022

 ASSETS

 Current assets

 Cash

 $
 20,102,596

 $
 708,105

 Restricted cash (note 8)

 6,476,000

 6,476,000

 Accounts receivable and prepaid expenses (note 4)

 598,401

 556,947

 Total current assets

 27,176,997

 7,741,052

 Non-current assets

 Spare parts inventory

 341,004

 341,004

 Long-term deposit

 249,265

 269,015

 Equipment (note 5)

 946,661

 551,204

 Right-of-use assets (note 5)

 625,022

 -

 Bunker Hill Mine and Mining interests (note 6)

 15,198,259

 15,896,645

 Process plant (note 5)

 17,452,470

 8,130,972

 Total assets

 $
 61,989,678

 $
 32,929,892

 EQUITY AND LIABILITIES

 Current liabilities

 Accounts payable

 $
 1,788,950

 $
 4,523,502

 Accrued liabilities

 1,225,525

 1,500,164

 Current portion of lease liability (note 7)

 353,526

 -

 Derivative warrant liability (note 10)

 -

 903,697

 Deferred share units liability (note 13)

 569,327

 573,742

 Environment protection agency cost recovery payable (note 8)

 -

 Interest payable (notes 8 and 9)

 534,998

 1,154,477

 Promissory notes payable (note 9)

 -

 1,500,000

 Total current liabilities

 7,472,326

 10,155,582

 Non-current liabilities

 Lease liability (note 7)

 71,808

 -

 Loan payable (note 9)

 -

 4,684,446

 Series 1 convertible debenture (note 9)

 5,244,757

 5,537,360

 Series 2 convertible debenture (note 9)

 13,458,570

 14,063,525

 Stream debenture (note 9)

 51,138,000

 -

 Royalty convertible debenture (note 9)

 -

 10,285,777

 Environment protection agency cost recovery liability net of discount (note 8)

 6,574,140

 7,941,466

 Deferred tax liability (note 15)

 2,588,590

 -

 Derivative warrant liability (note 10)

 1,808,649

 6,438,679

 Total liabilities

 88,356,840

 59,106,835

 Shareholders' Deficiency

 Preferred shares, $ 0.000001 par value, 10,000,000 preferred shares authorized; Nil preferred shares issued and outstanding (note 10)

 -

 -

 Common stock, $ 0.000001 par value, 1,500,000,000 shares of common stock authorized; 322,661,482 and 229,501,661 shares of common stock issued and outstanding, respectively (note 10)

 Additional paid-in-capital (note 10)

 57,848,953

 45,161,513

 Accumulated other comprehensive income

 808,662

 Accumulated deficit

 ( 85,025,098
)

 ( 71,592,559
)

 Total shareholders' deficiency

 ( 26,367,162
)

 ( 26,176,943
)

 Total shareholders' deficiency and liabilities

 $
 61,989,678

 $
 32,929,892

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

Hill Mining Corp.

 Consolidated
Statements of (Loss) Income and Comprehensive (Loss) Income

 (Expressed
in United States Dollars)

 Year

 Year

 Ended

 Ended

 2023

 2022

 Operating expenses

 Operation and administration

 $
 6,146,322

 $
 2,033,879

 Mine preparation

 -

 7,827,656

 Legal and accounting

 1,848,879

 1,147,861

 Consulting and wages (note 16)

 3,605,373

 5,477,765

 Loss from operations

 ( 11,600,574
)

 ( 16,487,161
)

 Other income or gain (expense or loss)

 Interest income

 1,107,093

 -

 Change in derivative liability (note 10)

 2,360,025

 15,696,391

 Gain (loss) on foreign exchange

 4,821

 ( 237,546
)

 Gain (loss) on fair value of convertible debentures (note 9)

 1,673,776

 ( 1,140,537
)

 Gain on RCD settlement (note 6)

 6,980,932

 -

 Gain on debt settlement

 170,941

 -

 Gain on EPA debt extinguishment (note 8)

 -

 8,614,103

 Gain on warrant modification

 214,714

 -

 Interest expense (notes 8 and 9)

 ( 7,124,527
)

 ( 3,382,559
)

 Debenture finance costs (note 9)

 -

 ( 1,230,540
)

 Financing costs (note 10)

 ( 934,502
)

 ( 945,507
)

 Other income

 23,520

 18,626

 Other expense

 -

 ( 6,679
)

 Loss on revaluation of stream debenture (note 9)

 ( 3,128,956
)

 -

 Loss on debt modification (note 9)

 ( 99,569
)

 -

 Loss on debt settlement (note 9)

 ( 491,643
)

 -

 (Loss) income for the year pre tax

 $
 ( 10,843,949
)

 $

 Deferred tax expense (note 15)

 ( 2,588,590
)

 -

 Net (loss) income for the year

)

 Other comprehensive income (loss), net of tax

 Gain on change in FV on own credit risk (note 9)

 554,787

 Other comprehensive income

 554,787

 Comprehensive (loss) income

 ( 12,877,752
)

 1,152,466

 Net (loss) Income per share of common stock

 Net (loss) income per share of common stock – basic
 (note 11)

 $
 ( 0.05
)

 $
 0.00

 Net (loss) income per share of common stock –
 fully diluted (note 11)

 $
 ( 0.05
)

 $
 0.00

 Weighted average number of shares of common stock

 Weighted average shares of common stock – basic (note 11)

 205,950,811

 Weighted average shares of common stock – fully diluted (note 11)

 269,801,281

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

Hill Mining Corp.

 Consolidated
Statements of Cash Flows

 (Expressed
in United States Dollars)

 Year

 Year

 Ended

 Ended

 2023

 2022

 Operating activities

 Net (Loss) income for the year

 $
)

 $

 Adjustments to reconcile net loss to net cash used in operating activities:

 Stock-based compensation

 1,092,290

 421,881

 Depreciation expense

 190,133

 214,643

 ( 2,360,025
)

 ( 15,696,391
)

 Deferred tax expense

 2,588,590

 -

 Units issued for services

 111,971

 1,060,858

 Imputed interest expense on lease liability

 29,699

 1,834

 Interest expense

 92,799

 16,466

 Financing costs

 -

 264,435

 Foreign exchange loss (gain)

 -

 233,059

 Foreign exchange loss (gain) on re-translation of lease

 -

 Accretion of liabilities

 4,149,267

 996,400

 Loss on revaluation of stream debenture

 3,128,956

 -

 Loss on modification of debt

 99,569

 -

 Loss on debt settlement

 491,643

 -

 (Gain) loss on fair value of convertible debt derivatives

 ( 1,673,777
)

 1,140,537

 Gain on Warrant Extinguishment

 ( 214,714
)

 -

 Gain on RCD settlement

 ( 6,980,932
)

 -

 Gain on debt settlement

 ( 170,941
)

 -

 Gain on extinguishment EPA debt

 -

 ( 8,614,103
)

 Changes in operating assets and liabilities:

 Accounts receivable

 -

 369,544

 Prepaid finance costs

 -

 393,640

 Prepaid expenses and deposits

 ( 26,267
)

 ( 1,133,124
)

 Accounts payable

 ( 1,840,426
)

 773,102

 Accrued liabilities

 425,719

 316,167

 EPA water treatment payable

 -

 ( 4,458,707
)

 EPA cost recovery payable

 -

 ( 2,000,000
)

 Interest payable – EPA

 -

 ( 78,710
)

 Interest payable

 1,966,233

 2,380,853

 Net cash used in operating activities

 ( 12,332,752
)

 ( 22,498,307
)

 Investing activities

 Additions to Bunker Hill Mine and mining interests

 ( 1,458,506
)

 ( 6,681,381
)

 Land purchase

 -

 ( 202,000
)

 Process plant

 ( 9,398,032
)

 ( 3,633,687
)

 Purchase of machinery and equipment

 ( 539,803
)

 ( 316,600
)

 Purchase of spare inventory

 -

 ( 341,004
)

 Net cash used in investing activities

 ( 11,396,341
)

 ( 11,174,672
)

 Financing activities

 Proceeds from stream obligation

 46,000,000

 -

 Transaction costs stream obligation

 ( 740,956
)

 -

 Proceeds from convertible debentures

 -

 29,000,000

 Proceeds from bridge loan

 -

 4,668,000

 Proceeds from issuance of shares, net of issue costs

 3,661,822

 7,767,849

 Proceeds from warrants exercise

 837,459

 -

 Proceeds from promissory notes

 390,000

 -

 Repayment of bridge loan

 ( 5,000,000
)

 -

 Repayment of promissory notes

 ( 150,000
)

 -

 Repayment of promissory note

 ( 1,599,568
)

 ( 1,000,000
)

 Lease payments

 ( 275,173
)

 ( 64,828
)

 Net cash provided by financing activities

 43,123,584

 40,371,021

 Net change in cash and restricted cash

 19,394,491

 6,698,042

 Cash, beginning of year

 7,184,105

 486,063

 Cash and restricted cash, end of year

 $
 26,578,596

 $
 7,184,105

 Supplemental disclosures

 Non-cash activities:

 Units issued to settle accounts payable and accrued liabilities

 $
 874,198

 $
 228,421

 Units issued to settle interest payable

 2,515,235

 1,400,174

 Mill purchase for shares and warrants

 -

 3,243,296

 Units issued to settle DSU/RSU/Bonuses

 -

 872,399

 Reconciliation from Cash Flow Statement to Balance Sheet:

 Cash and restricted cash, end of year

 $
 26,578,596

 $
 7,184,105

 Less restricted cash

 6,476,000

 6,476,000

 Cash

 $
 20,102,596

 $
 708,105

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

Hill Mining Corp.

 Consolidated
Statements of Changes in Shareholders' Deficiency

 (Expressed
in United States Dollars)

 Accumulated

 Additional

 other

 Common stock

 paid-in-

 comprehensive

 Accumulated

 Amount

 capital

 loss

 deficit

 Total

 229,501,661

 $

 $
 45,161,513

 $

 $
 ( 71,592,559
)

 $
 ( 26,176,943
)

 Stock-based compensation

 -

 -

 1,458,946

 -

 -

 1,458,946

 Compensation options

 -

 -

 111,971

 -

 -

 111,971

 Shares issued for interest payable

 25,300,209

 2,784,124

 -

 -

 2,784,149

 Shares issued for RSUs vested

 5,809,218

 ( 6
)

 -

 -

 -

 Non brokered shares issued for C$0.30

 -

 Contractor shares issued for C$0.30

 -

 Shares issued for Process plant purchase

 -

 Shares issued for warrant exercise

 10,416,667

 907,080

 -

 -

 907,090

 Special warrant shares issued for C$ 0.15

 51,633,727

 7,425,325

 -

 -

 7,425,377

 Issue costs

 Warrant valuation

 Gain on fair value from change in credit risk

 OCI

 -

 -

 -

 554,787

 -

 554,787

 Net income for the period

 -

 -

 -

 -

)

)

 Balance, December 31, 2023

 322,661,482

 $

 $
 57,848,953

 $
 808,662

 $
 ( 85,025,098
)

 $
 ( 26,367,162
)

 Balance, December 31, 2021

 164,435,826

 $

 $
 38,248,618

 $
 -

 $
 ( 72,491,150
)

 $
 ( 34,242,368
)

 Beginning balance, value

 164,435,826

 $

 $
 38,248,618

 $
 -

 $
 ( 72,491,150
)

 $
 ( 34,242,368
)

 Stock-based compensation

 -

 -

 700,737

 -

 -

 700,737

 Compensation options

 -

 -

 264,435

 -

 -

 264,435

 Shares issued for interest payable

 11,544,279

 1,400,174

 -

 -

 1,400,186

 Shares issued for RSUs vested

 2,565,900

 ( 2
)

 -

 -

 -

 Non brokered shares issued for C$ 0.30

 1,471,664

 352,854

 -

 -

 352,855

 Special warrant shares issued for C$ 0.30

 37,849,325

 9,083,719

 -

 -

 9,083,757

 Contractor shares issued for C$ 0.30

 1,218,000

 289,999

 -

 -

 290,000

 Shares issued for Process plant purchase

 10,416,667

 1,970,254

 -

 -

 1,970,264

 Issue costs

 -

 -

 ( 902,427
)

 -

 -

 ( 902,427
)

 Warrant valuation

 -

 -

 ( 6,246,848
)

 -

 -

 ( 6,246,848
)

 Gain on fair value from change in credit risk

 -

 -

 -

 -

 Net income for the period

 -

 -

 -

 -

 229,501,661

 $

 $
 45,161,513

 $

 $
 ( 71,592,559
)

 $
 ( 26,176,943
)

 Ending balance, value

 229,501,661

 $

 $
 45,161,513

 $

 $
 ( 71,592,559
)

 $
 ( 26,176,943
)

 (i)

 issued at C$ 0.15, converted to U.S. dollars at $ 0.11 (note 11)

 (ii)

 issued at C$ 0.30, converted to U.S. dollars at $ 0.24 (note 11)

 (ii)

 Units
 issued at C$ 0.40, converted to U.S. dollars at $ 0.32 (note 11)

 (iv)

 Units
 issued at C$ 0.57, converted to U.S. dollars at $ 0.45 (note 11)

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

 1.
 Nature and continuance of operations

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 82 Richmond Street East,
Toronto, Ontario, Canada, M5C 1P1. As of the date of this Form 10-K, 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.
 Basis of presentation

 The
consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the
United States of America applicable to exploration stage enterprises. The consolidated financial statements are expressed in U.S. dollars,
the Company's functional currency.

 3.
 Significant accounting policies

 The
following is a summary of significant accounting policies used in the preparation of these consolidated financial statements.

 Basis
of consolidation

 These
consolidated financial statements include the assets, liabilities and expenses of the Company and its wholly owned subsidiary, Silver
Valley Metals Corp. (formerly American Zinc Corp.). All intercompany transactions and balances have been eliminated on consolidation.

 Cash
and cash equivalents

 Cash
and cash equivalents may include highly liquid investments with original maturities of three months or less.

rights, property and acquisition costs

 The
Company transitioned from the exploration stage to the development stage at the beginning of the fourth quarter of 2022. The Company
has not yet realized any revenues from its planned operations.

 The
Company capitalizes acquisition and option costs of mineral rights as intangible assets when there is sufficient evidence to support
probability of generating positive economic returns in the future. Upon commencement of commercial production, the mineral rights will
be amortized using the unit-of-production method over the life of the mineral rights. If the Company does not continue with exploration
after the completion of the feasibility study, the mineral rights will be expensed at that time.

 The
costs of acquiring mining properties are capitalized upon acquisition. Mine development costs incurred to develop and expand the capacity
of mines, or to develop mine areas in advance of production, are also capitalized once proven and probable reserves exist and the property
is a commercially mineable property. Costs incurred to maintain current exploration or to maintain assets on a standby basis are charged
to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates the carrying value of capitalized
mining costs and related property and equipment costs, to determine if these costs are in excess of their recoverable amount whenever
events or changes in circumstances indicate that their carrying amounts may not be recoverable. Evaluation of the carrying value of capitalized
costs and any related property and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance
with Accounting Standards Codification (FASB ASC) 360-10-35, Impairment or Disposal of Long-Lived Assets.

 Borrowing costs that are directly attributable to the acquisition,
construction or production of an asset that takes a substantial period of time to prepare for its intended use are capitalized as part
of the cost of the asset. Capitalization of borrowing costs begins when there are borrowings, and activities commence to prepare an asset
for its intended use. Capitalization of borrowing costs ends when substantially all activity necessary to prepare a qualifying asset for
its intended use are complete. When proceeds of project-specific borrowings are invested on a temporary basis, borrowing costs are capitalized
net of any investment income.

is stated at cost less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated
useful lives of the assets, which range from 3 to 10 years. The cost of repairs and maintenance is charged to expense as incurred. Upon
sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss
is reflected in other income or gain (expense or loss).

 The
Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful lives
of equipment or whether the remaining balance of the equipment should be evaluated for possible impairment. If events and circumstances
warrant evaluation, the Company uses an estimate of the related undiscounted cash flows over the remaining life of the equipment in measuring
their recoverability.

 Leases

 Operating
lease right of use ("ROU") assets represent the right to use the leased asset for the lease term and operating lease
liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date.
As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at
the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a
straight-line basis over the lease term and is included in operation and administration expenses in the consolidated statements of
(loss) Income and comprehensive (loss) Income.

 Rental income obtained through subleases is recorded as income
over the lease term and is offset against operation and administration expenses.

 Impairment
of long-lived assets

 The
Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate the related carrying
amounts may not be recoverable. The assets are subject to impairment consideration under FASB ASC 360, Property, Plant and Equipment,
if events or circumstances indicate that their carrying amount might not be recoverable. When the Company determines that an impairment
analysis should be done, the analysis is performed using the rules of FASB ASC 930-360-35, Extractive Activities – Mining, and
360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets.

 Various
factors could impact the Company's ability to achieve forecasted production schedules. Additionally, commodity prices, capital
expenditure requirements and reclamation costs could differ from the assumptions the Company may use in future production cash flow models
when compared to factors used to assess impairment. The ability to achieve the estimated quantities of recoverable minerals from development
stage mineral interests involves further risks in addition to those factors applicable to mineral interests where proven and probable
reserves have been identified, due to the lower level of confidence that the identified mineralized material can ultimately be mined
economically.

 Fair
value of financial instruments

 The
Company adopted FASB ASC 820-10, Fair Value Measurement. This guidance defines fair value, establishes a three-level valuation hierarchy
for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined
as follows:

 Level
 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 Level
 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that
 are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 Level
 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

 The
carrying amounts reported in the consolidated balance sheets for cash, restricted cash, accounts receivable excluding HST, accounts
payable, accrued liabilities, interest payable, promissory notes payable, current portion of environmental protection agency cost
recovery payable, and current portion of lease liability, all of which qualify as financial instruments, are a reasonable estimate
of fair value because of the short period of time between the origination of such instruments and their expected realization and
current market rate of interest. The carrying amounts of convertible loans are reported at estimated fair values as a result of the
application of fair value models at each quarter end. The Company measured its DSU liability at fair value on recurring basis using
level 1 inputs. Derivative warrant liabilities and convertible debentures are measured at fair value on recurring basis using level
3 inputs. The Company measured the non-current portion of the EPA liability and the stream debenture using a discount rate
that represents the market rate. The Company measured its lease liabilities using a discount rate that represents market rate for the
underlying asset.

 Environmental
expenditures

 The
operations of the Company have been, and may in the future be, affected from time to time, in varying degrees, by changes in environmental
regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall
effect upon the Company vary greatly and are not predictable. The Company's policy is to meet, or if possible, surpass standards
set by relevant legislation, by application of technically proven and economically feasible measures.

 Environmental
expenditures that relate to ongoing environmental and reclamation programs are expensed as incurred or capitalized and amortized depending
on their future economic benefits. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably
determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.

 Income
taxes

 The
Company accounts for income taxes in accordance with Accounting Standard Codification 740, Income Taxes ("FASB ASC 740"),
on a tax jurisdictional basis. The Company files income tax returns in the United States.

 Deferred
tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the tax bases of
assets and liabilities and the consolidated financial statements reported amounts using enacted tax rates and laws in effect in the year
in which the differences are expected to reverse. A valuation allowance is provided against deferred tax assets when it is determined
to be more likely than not that the deferred tax asset will not be realized.

 The
Company assesses the likelihood of the consolidated financial statements effect of a tax position that should be recognized when it is
more likely than not that the position will be sustained upon examination by a taxing authority based on the technical merits of the
tax position, circumstances, and information available as of the reporting date. The Company is subject to examination by taxing authorities
in jurisdictions such as the United States. Management does not believe that there are any uncertain tax positions that would result
in an asset or liability for taxes being recognized in the accompanying consolidated financial statements. The Company recognizes tax-related
interest and penalties, if any, as a component of income tax expense.

 FSAB
ASC 740 prescribes recognition threshold and measurement attributes for the consolidated financial statements recognition and measurement
of a tax position taken, or expected to be taken, in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification,
interest and penalties, accounting in periods, disclosure and transition. At December 31, 2023, December 31, 2022, the Company has not
taken any tax positions that would require disclosure under FASB ASC 740.

 Basic
and diluted net (loss) income per share

 The
Company computes net (loss) income per share in accordance with FASB ASC 260, Earnings per Share ("FASB ASC 260"). Under
the provisions of FASB ASC 260, basic net (loss) income per share is computed using the weighted average number of shares of common
stock outstanding during the period. Diluted net (loss) income per share is computed using the weighted average number of
shares of common stock and, if dilutive, potential shares of common stock outstanding during the period. Potential shares of common
stock consist of the incremental shares of common stock issuable upon the exercise of stock options, RSUs, warrants and the
conversion of convertible loan payable. As of December 31, 2023, a $ 6,000,000
convertible debenture (the "CD1"), a $ 15,000,000
convertible debenture (the "CD2"), 8,970,636
stock options, 145,061,976
warrants, and 4,301,150
broker options, and 7,044,527
RSUs were considered in the calculation but not included, as they were anti-dilutive (December 31, 2022 - 9,005,636
stock options, 162,129,064
warrants, and 5,470,799
broker options).

 Stock-based
compensation

 In
December 2004, FASB issued FASB ASC 718, Compensation – Stock Compensation ("FASB ASC 718"), which establishes standards
for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions
in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity
instruments or that may be settled by the issuance of those equity instruments. FASB ASC 718 focuses primarily on accounting for transactions
in which an entity obtains employee services in share-based payment transactions. FASB ASC 718 requires that the compensation cost relating
to share-based payment transactions be recognized in the consolidated financial statements. That cost will be measured based on the fair
value of the equity or liability instruments issued.

 The
Company accounts for stock-based compensation arrangements with non-employees in accordance with ASU 505-50, Equity-Based Payments to
Non-Employees, which requires that such equity instruments are recorded at the value on the grant date based on fair value of the equity
or goods and services whichever is more reliable.

 Restricted
share units

 The
Company estimates the grant date fair value of RSUs using the Company's common stock at the grant date. The Company records the
value of the RSUs in paid-in capital.

 Deferred
share units ("DSUs")

 The
Company estimates the grant date fair value of the DSUs using the trading price of the Company's common stock on the day of grant.
The Company records the value of the DSUs owing to its directors as DSU liability and measures the DSU liability at fair value at each
reporting date, with changes in fair value recognized as stock-based compensation in profit (loss).

 Use
of estimates and assumptions

 Many
of the amounts included in the consolidated financial statements require management to make judgments and/or estimates. These judgments
and estimates are continuously evaluated and are based on management's experience and knowledge of the relevant facts and circumstances.
Actual results may differ from the amounts included in the consolidated financial statements.

 Areas
of significant judgment and estimates affecting the amounts recognized in the consolidated financial statements include:

 Going
concern

 The
assessment of the Company's ability to continue as a going concern involves judgment regarding future funding available for its
operations and working capital requirements.

 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 the Idaho Department of Environmental Quality ("IDEQ").
Using the actual costs in the annual invoice, the Company then reassesses 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.

 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 assumptions
and models used for estimating fair value of warrants derivative liability are disclosed in Notes 9 and 10.

 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. See Note 9 for full disclosures related to the convertible loans and promissory notes.

 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. See Note 9 for full disclosures related to the stream
obligation.

 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.

 Impairment
of mineral properties, plant and equipment

 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.

 Incremental borrowing rate

 Estimating the present value of minimum future
lease payments requires determining the most appropriate incremental borrowing rate. The assessment of the Company's
incremental borrowing rate involves judgment regarding the cost of borrowings for the related asset.

 Borrowing cost capitalization rate

 The assessment of the Company's incremental borrowing rate involves
judgment on what qualifies as a qualifying asset and on determining the capitalization rates.

 Reclassifications

reclassifications have been made to conform prior year's data to the current presentation. The reclassifications have no effect
on the results of reported operations or stockholders' deficit or cash flows.

 Concentrations
of credit risk

 The
Company's financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and restricted
cash. The Company places its cash with financial institutions of high credit worthiness. At times, its cash equivalents with a particular
financial institution may exceed any applicable government insurance limits. The Company's management also routinely assesses the
financial strength and credit worthiness of any parties to which it extends funds and as such, it believes that any associated credit
risk exposures are limited.

 Risks
and uncertainties

 The
Company operates in the mineral resource exploration and mine development industry that is subject to significant risks and uncertainties,
including financial, operational, and other risks associated with operating a mineral resource exploration business, including the potential
risk of business failure.

 Foreign
currency transactions

 The
Company from time to time will receive invoices from service providers that are presenting their invoices using the Canadian dollar.
The Company will use its U.S. dollars to settle the Canadian dollar liabilities and any differences resulting from the exchange transaction
are reported as gain or loss on foreign exchange.

 Convertible
loans and promissory notes payable

 The
Company reviews the terms of its convertible loans, stream obligation and promissory notes payable to determine whether there are embedded
derivatives, including the embedded options, that are required to be bifurcated and accounted for as individual derivative financial
instruments. In circumstances where the convertible loans, the stream obligation, or the promissory note contains embedded derivatives
that are to be separated from the host contracts, the total proceeds received are first allocated to the fair value of the derivative
financial instruments determined using the binomial model. The remaining proceeds, if any, are then allocated to the debenture cost contracts,
usually resulting in those instruments being recorded at a discount from their principal amount. This discount is accreted over the expected
life of the instruments to profit (loss) using the effective interest method. In circumstances where the convertible loans, the stream
obligation, or the promissory note contains embedded derivatives that are not separated from the host contracts, the fair values of the
host contract and the derivative are valued together, with the change in fair value accounted through earnings, profit and loss for each
period reported.

 The
debenture host contracts are subsequently recorded at amortized cost at each reporting date, using the effective interest method. The
embedded derivatives are subsequently recorded at fair value at each reporting date, with changes in fair value recognized in profit
(loss).

 The
Company applies ASC 480 distinguishing liabilities from equity and ASC 815 derivatives and hedging in determining the appropriate accounting
treatment for hybrid instruments. The embedded options within the convertible loans are not bifurcated and measured at fair value at
each period end.

 Recent
Accounting Pronouncements

 New
Accounting Pronouncements – In August 2023, the Financial Accounting Standards Board issued Accounting Standards Update
("ASU") 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial
Measurement, which clarifies the business combination accounting for joint venture formations. The amendments in the ASU seek to
reduce diversity in practice that has resulted from a lack of authoritative guidance regarding the accounting for the formation of
joint ventures in separate financial statements. The amendments also seek to clarify the initial measurement of joint venture net
assets, including businesses contributed to a joint venture. The guidance is applicable to all entities involved in the formation of
a joint venture. The amendments are effective for all joint venture formations with a formation date on or after January 1, 2025.
Early adoption and retrospective application of the amendments are permitted. The Company does not expect adoption of the new
guidance to have a material impact on our consolidated financial statements and disclosures.

 In
November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2023-07 ("ASU 2023-07"),
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, amending reportable segment disclosure requirements to
include disclosure of incremental segment information on an annual and interim basis. Among the disclosure enhancements are new disclosures
regarding significant segment expenses that are regularly provided to the chief operating decision-maker and included within each reported
measure of segment profit or loss, as well as other segment items bridging segment revenue to each reported measure of segment profit
or loss. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and for interim periods within
fiscal years beginning after December 15, 2024, and are applied retrospectively. Early adoption is permitted. The Company is currently evaluating
the impact of this update on our consolidated financial statements and disclosures.

 In
December 2023, the FASB issued Accounting Standards Update 2023-09 ("ASU 2023-09"), Income Taxes (Topic 740):
Improvement to Income Tax Disclosures, amending income tax disclosure requirements for the effective tax rate reconciliation and
income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, and are applied
prospectively. Early adoption and retrospective application of the amendments are permitted. The Company is currently evaluating the
impact of this update on our consolidated financial statements and disclosures.

 Other
accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have
a material impact on the consolidated financial statements upon adoption.

 4.
 Accounts receivable and prepaid expenses

 Accounts
receivable and prepaid expenses consists of the following:

 Schedule of Accounts receivable and prepaid expenses

 2023

 2022

 Prepaid expenses

 $
 382,198

 $
 334,686

 HST Receivable

 121,621

 51,532

 Environment protection agency overpayment (note 8)

 94,582

 170,729

 Total

 $
 598,401

 $
 556,947

 5.
 Equipment, Right-of-Use asset, and Process Plant

consists of the following:

 Schedule of Equipment

 2023

 2022

 $
 1,460,375

 $
 920,571

 Equipment, gross

 1,460,375

 920,571

 Less accumulated depreciation

 ( 513,714
)

 ( 369,367
)

 Equipment, net

 $
 946,661

 $
 551,204

 The
total depreciation expense during the year ended December 31, 2023, was $ 144,347 (year ended December 31, 2022 - $ 162,290).

 Process
Plant

 On
May 13, 2022, the Company completed the purchase of a package of equipment and parts inventory from Teck Resources Limited's ("Teck")
Pend Oreille operation. The package comprises substantially all the mineral processing equipment 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 components
and parts for the mill, assay lab, conveyer, field instruments, and electrical spares.

 The
purchase of the mill has been valued at:

 -

 Cash
 consideration given, comprised of $ 500,000 non-refundable deposit remitted on January 7, 2022 and $ 231,000 sales tax remitted on
 May 13, 2022, a total of $ 731,000 cash remitted.

 -

 Value
 of common stock issued on May 13, 2022 at the market price of that day, a value of $ 1,970,264.

 -

 Fair
 value of the warrants issued together with the inputs, as determined by a binomial model, resulted in a fair value of $ 1,273,032.
 See note 10.

 -

 As
 a result, the total value of the mill at the time of purchase was determined to be $ 3,974,296, including $ 341,004 of spare parts
 inventory.

 The
process plant was purchased in an assembled state, 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 balance sheets as a non-current asset in accordance with the purchase price allocation. Costs
associated with the completed demobilized and transportation were capitalized. Reassemble, installation and other costs associated
with these activities will be capitalized as components of the asset as incurred.

 Process
plant consists of the following:

 Schedule of Plant Asset Consists

 2023

 2022

 Plant purchase price less inventory

 $
 3,633,292

 $
 3,633,292

 Ball mill purchase

 745,626

 -

 Demobilization

 2,204,539

 2,201,414

 Site preparation costs

 10,635,606

 2,296,266

 Capitalized interest (note 9)

 233,407

 -

 Process Plant

 $
 17,452,470

 $
 8,130,972

 On
June 30, 2023, the Company made the final payment of $ 545,626 to D'Angelo International LLC to complete the purchase of a ball
mill for a total $ 745,626 (inclusive of two previously paid deposits of $ 100,000 from the Company to D'Angelo International LLC).
The ball mill is capable of delivering the 1,800 ton per day mine plan envisaged in the Company's Prefeasibility Study, and subject
to future detailed engineering and mine planning, the mill could also potentially support a throughput increase.

 Right-of-use
asset consists of the following:

 Schedule of Right-of-use Asset

 2023

 2022

 Right-of-use asset

 670,808

 -

 Right-of-use asset accumulated depreciation

 ( 45,786
)

 -

 Right-of-use asset, net

 $
 625,022

 $
 -

 The
total depreciation expense during the year ended December 31, 2023 was $ 45,786 (year ended December 31, 2022 - $ 52,353, relating to an
expired lease). The Company is a party primarily to lease contracts for mining related mobile equipment.

 6.
 Bunker Hill Mine and Mining Interests

Hill Mine Purchase

 The
Company purchased the Bunker Hill Mine (the "Mine") in January 2022, as described below.

 Prior
to purchasing the Mine, the Company had entered into a series of agreements with Placer Mining Corporation ("Placer Mining"),
the prior owner, for the lease and option to purchase the Mine. The first of these agreements was announced on August 28, 2017, with
subsequent amendments and/or extensions announced on November 1, 2019, July 7, 2020, and November 20, 2020.

 Under
the terms of the November 20, 2020, amended agreement (the "Amended Agreement"), a purchase price of $ 7,700,000 was agreed,
with $ 5,700,000 payable in cash (with an aggregate of $ 300,000 to be credited toward the purchase price of the Mine as having been previously
paid by the Company) and $ 2,000,000 in common stock of the Company. The Company agreed to make an advance payment of $ 2,000,000, credited
towards the purchase price of the Mine, which had the effect of decreasing the remaining amount payable to purchase the Mine to an aggregate
of $ 3,400,000 payable in cash and $ 2,000,000 in common stock of the Company.

 The
Amended Agreement also required payments pursuant to an agreement with the Environmental Protection Agency (the "EPA") whereby
for so long as the Company leases, owns and/or occupies the Mine, the Company would make payments to the EPA on behalf of Placer Mining
in satisfaction of the EPA's claim for historical water treatment cost recovery as per the Settlement Agreement reached with the
EPA in 2018. Immediately prior to the purchase of the Mine, the Company's liability to EPA in this regard totaled $ 11,000,000.

 The
Company completed the purchase of the Mine on January 7, 2022. The terms of the purchase price were modified to $ 5,400,000 in cash, from
$ 3,400,000 of cash and $ 2,000,000 of common stock of the Company. Concurrent with the purchase of the Mine, the Company assumed incremental
liabilities of $ 8,000,000 to the EPA, consistent with the terms of the amended Settlement Agreement with the EPA that was executed in
December 2021 (see "EPA Settlement Agreement" section below).

 The
$ 5,400,000 contract cash paid at purchase was the $ 7,700,000 less the $ 2,000,000 deposit and $ 300,000 credit given by the seller for
prior years' maintenance payments.

 The
purchase of the mine has been valued on January 7, 2022:

 -

 Contract
 purchase price of $ 7,700,000 less $ 300,000 credit by seller for prior maintenance payments.

 -

 Net
 present value of water treatment cost recovery liability assumed of $ 6,402,425 (note 8).

 -

 Capitalized
 legal and closing costs of $ 444,785.

 Management
has determined the purchase to be an acquisition of a single asset.

 Capitalized
Development

 Commencing
on October 1, 2022, the Company capitalizes mine development. Through December 31, 2023, a total of $ 2,722,889 had been capitalized.

 Sale
of Mineral Properties

 On
June 23, 2023, as consideration for the extinguishment of the royalty convertible debenture (the "RCD"), as described in note 9, the Company granted a royalty for 1.85 % of
life-of-mine gross revenue (the "Royalty") from mining claims considered to be historically worked, contiguous to current
accessible underground development, and covered by the Company's 2021 ground geophysical survey. A 1.35% rate will apply to claims
outside of these areas.

 This
transaction is treated as a sale of mineral interest to Sprott Private Resource Streaming & Royalty Corp. ("Sprott"). The portion of the mineral interest sold was determined based on an analysis
of discounted life-of-mine royalty payments relative to discounted future cash flows generated from the mine net of capital and operating
costs, applied to the carrying value of the Bunker Hill Mine as of June 23, 2023 before consideration of the sale of mineral properties.
This analysis utilized a discount rate of 13% and long-term metal prices of $1.09/lb, $0.98/lb and $25.51/oz for zinc, lead and silver
respectively, consistent with assumptions utilized in the valuation of the RCD at extinguishment. The Company has recognized a gain of
$ 6,980,932 in the consolidated statements of (loss) income and comprehensive (loss) income.

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

 Schedule of Mining Interests

 2023

 2022

 Bunker Hill Mine purchase

 $
 14,247,210

 $
 14,247,210

 Capitalized development

 2,722,889

 1,447,435

 Sale of mineral properties (note 9)

 ( 1,973,840
)

 -

 Bunker Hill mine

 $
 14,996,259

 $
 15,694,645

 Land
purchase and lease

 On
March 3, 2022, the Company purchased a 225-acre surface land parcel for $ 202,000 which includes the surface rights to portions of 24
patented mining claims, for which the Company already owns the mineral rights.

the year ended December 31, 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 $ 10,000
through February 2026. The Company has the option to purchase the land parcel through March 1, 2026, for $ 3,129,500 less 50% of the payments
made through the date of purchase.

 7. Lease Liability

 As of December 31, 2023, The Company's undiscounted
lease obligations consisted of the following:

of Lease Liability

 2023

 2022

 Gross lease obligation – minimum lease payments

 1 year

 $
 393,673

 $
 -

 2- 3 years

 73,588

 -

 4-5 years

 -

 -

 Future interest expense on lease obligations

 ( 41,927
)

 -

 Total lease liability

 425,334

 -

 Current
 lease liability

 353,526

 -

 Non-current
 lease liability

 71,808

 -

 Total lease liability

 425,334

 -

 8.
 Environmental Protection Agency

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 $ 19,000,000 of
cost recovery liabilities will be paid by the Company to the EPA on the following dates:

 Schedule of Amended Settlement Environmental Protection Agency Agreement

 Date

 Amount

 Within 30 days
 of Settlement Agreement

 $
 2,000,000

 November 1, 2024

 $

 November 1, 2025

 $

 November 1, 2026

 $

 November 1, 2027

 $

 November 1, 2028

 $

 November 1, 2029

 $
 2,000,000
plus accrued interest

 In
addition to the changes in payment terms and schedule, the Amended Settlement included a commitment by the Company to secure $ 17,000,000
of financial assurance in the form of performance bonds or letters of credit deemed acceptable to the EPA within 180 days from the effective
date of the Amended Settlement. Once put in place, 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 completed the purchase of the Mine (see note 6) and made the initial $ 2,000,000 cost recovery payment on January 7, 2022. Concurrent
with the purchase of the Mine, the Company assumed the balance of the EPA liability totaling $ 17,000,000, an increase of $ 8,000,000 from
$ 9,000,000. This was capitalized as $ 6,402,425 to the carrying value of the Bunker Hill Mine at time of purchase, comprised of $ 3,000,000
of incremental current liabilities and $ 5,000,000 of non-current liabilities (discounted to $ 3,402,425). See note 6.

the year ended 2022, the financial assurance was put into place, enabling the restructuring of the payment under the Amendment Settlement
with the entire $ 17,000,000 liability being recognized as long-term. As of December 31, 2023 (unchanged from December 31, 2022), the
Company had two payment bonds of $ 9,999,000 and $ 5,000,000, and a $ 2,001,000 letter of credit, in place to secure this liability. The
collateral for the payment bonds is comprised of two letters of credit of $ 4,475,000 in 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 stock of the Company, at the Company's election). The letters of credit of $ 6,476,000 in aggregate are secured by cash
deposits under an agreement with a commercial bank, which comprise the $ 6,476,000 of restricted cash shown within current assets as of
December 31, 2023 and December 31, 2022.

 The
Company recorded accretion expense on the liability of $ 1,632,674 for the year ended December 31, 2023, respectively, bringing the net
liability to $ 9,574,140 (previously accrued interest of $ 154,743) as of December 31, 2023. Additionally, there is $ 24,587 of interest owed to the EPA recorded in
interest payable on the consolidated balance sheets.

 During the year ended December 31, 2022, the Company recorded combined
discount amortization expense of $ 712,713 on the discounted pre-and post-extinguishment liability, and interest expense of $ 156,343 respectively,
bringing the net liability to $ 7,941,466. As at December 31, 2022 interest of $ 24,587 is included in interest payable on the consolidated
balance sheets. Under ASC 470-50, Debt Modifications and Extinguishments, during the year ended December 31, 2022, the Company performed
a comparison of net present value of the pre-settlement Cost Recovery obligation to the post-settlement schedule of Cost Recovery obligation
to determine this was an extinguishment of debt. For the year ended December 31, 2022 the Company recorded a gain on extinguishment of
debt totaling $ 8,614,103.

 Water
Treatment Charges – Idaho Department of Environmental Quality

 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 $ 100,000 to 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 $ 100,000 per month based on its estimate of the monthly
cost of water treatment. As of December 31, 2023, a prepaid expense of $ 94,582 (December 31, 2022: $ 170,729) represents 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 consolidated balance sheets as accounts receivable and accounts payable.

 9.
 Promissory notes payable and Convertible Debentures

 On
September 22, 2021, the Company issued a non-convertible promissory note in the amount of $ 2,500,000 bearing
interest of 15 %
per annum and payable at maturity. The promissory note was scheduled to mature on March 15, 2022; however, the note holder agreed to
accept $ 500,000 payment,
which the Company paid, by April 15, 2022, and the remaining principal and interest was deferred to June 20, 2022. Prior to the
revised maturity of June 20, 2022, the note holder agreed to accept a further $ 500,000 payment
by June 30, 2022, which the Company paid. The remaining principal and interest has been deferred to June 15, 2023. The Company
incurred a one-time penalty of 10 %
of the outstanding principal on June 30, 2023, of $ 99,569 which
is included in loss on debt modification in the consolidated statements of (loss) income. A final principal payment of
$ 1,599,569 was
made during the year ended December 31, 2023. Interest expense for the years ended December 31, 2023, and 2022 was $ 189,179 and
$ 281,301 respectively.
On December 31, 2023 interest of $ nil ($ 384,041 at
December 31, 2022) is included in interest payable on the consolidated balance sheets. On December 31, 2023, the Company owes $ nil ($ 1,500,000 at
December 31, 2022) in promissory notes payable, which was included in current liabilities on the consolidated balance
sheets.

 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 $ 120,000
to another party. Each promissory note bore fixed interest of $ 18,000,
payable at maturity, which was the earlier of one year or the receipt of an equity or debt financing. Both promissory notes,
including interest of a total of $ 36,000 recognized during the year ended December 31, 2023 ($ nil for the year ended December 31, 2022), were settled on March 27, 2023 through participating in the March 2023 Offering (Note 10).

 In
June 2023, the Company issued a non-convertible promissory note in the amount of $ 150,000. The promissory note bore fixed interest of
$ 15,000, payable at maturity, which was the earlier of one year or the receipt of an equity or debt financing. The promissory
note, including interest, was settled in June 2023.

 Project
Finance Package with Sprott

 On
December 20, 2021, the Company executed a non-binding term sheet outlining a $ 50,000,000 project finance package with Sprott.

 The
non-binding term sheet with Sprott outlined a $ 50,000,000 project financing package that the Company expected to fulfill the majority of
its funding requirements to restart the Mine. The term sheet consisted of an $ 8,000,000 royalty convertible debenture (the "RCD"),
a $ 5,000,000 convertible debenture (the "CD1"), and a multi-metals Stream of up to $ 37,000,000. 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 $ 15,000,000 convertible debenture (the "CD2"). As a result, total potential
funding from Sprott was further increased to $ 66,000,000 including the RCD, CD1, CD2 and the Stream (together, the "Project Financing
Package").

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

 The
Company incurred $ 83,499 of financing costs on the consolidated statements of (loss) income and comprehensive (loss) income relating
to the modification of CD1, CD2, the extinguishment of RCD and the closing of the $ 21,000,000 debt facility.

 $8,000,000
Royalty Convertible Debenture (RCD)

 The
Company closed the $ 8,000,000 RCD on January 7, 2022. The RCD bears interest at an annual rate of 9.0 %, payable in cash or common stock
at the Company's option, until such time that Sprott 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
"Sprott 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 Sprott 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 into 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 $ 8,000,000 upon 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 recorded a gain on sale of mineral properties of $ 6,980,932 in
the consolidated statements of (loss) income and comprehensive (loss) income. Additionally, on settlement of the RCD, $ 347,499 of
previously deferred to other comprehensive (loss) income was recognized in the net income (loss on FV of convertible debentures) on
the consolidated statements of (loss) income and comprehensive (loss) income. 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 $ 6,000,000 CD1 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 common stock 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 shares of Company common stock at a price of C$ 0.30 per share, subject to stock exchange approval (subsequently
amended, as described below). Alternatively, Sprott may elect to retire the CD1 with the cash proceeds from the Stream. The Company may
elect to repay the CD1 early; if Sprott 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 Sprott 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 as a result of the treatment the Company reported a gain of $ 179,046
in the gain (loss) on fair value of convertible debentures line of the statement of operations for the year ended December 31,
2022.

 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. As a result of the modification the company reported a gain of $ 58,657 in the gain (loss) on fair value of convertible
debentures line of the consolidated statement of (loss) income for year ended December 31, 2023.

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

 The
Company closed the $ 15,000,000 CD2 on June 17, 2022. The CD2 bears interest at an annual rate of 10.5 %, payable in cash or common stock
at the Company's option, and matured on March 31, 2025. The CD2 is secured by a pledge of the Company's properties and assets,
and is convertible into Company common stock at a price of C$ 0.29 per share at Sprott's election at any time through the maturity
date. The repayment terms include 3 quarterly payments of $ 2,000,000 each beginning June 30, 2024, and $ 9,000,000 on 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 $ 2,000,000 each beginning June 30, 2024, and $ 9,000,000 on 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 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. As a result of the modification the company reported a loss of $ ( 3,833) in the gain (loss) on fair value of convertible
debentures line of the consolidated statement of (loss) income for year ended December 31, 2023.

 The
Company determined that in accordance with ASC 815 derivatives and hedging, each debenture will be valued and carried 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:

 Schedule of Key Valuation Inputs

 Reference (2)(4) (5)

 Valuation
 date

 Maturity
 date

 Contractual
 Interest rate

 Stock price (US$)

 Expected equity volatility

 Credit spread

 Risk-free rate

 Risk-
 adjusted rate

 CD1 note(3)

 (2)(4)(5
)(3)

 12-31-22

 03-31-25

 7.50
 %

 0.125

 %

 7.08
 %

 4.32
 %

 17.85
 %

 RCD note

 (2)(4)(5)

 12-31-22

 03-31-25

 9.00
 %

 0.125

 %

 7.08
 %

 4.32
 %

 17.85
 %

 CD2 note(3)

 (2)(4)(5)(3)

 12-31-22

 03-31-25

 10.50
 %

 0.125

 %

 7.08
 %

 4.32
 %

 19.76
 %

 RCD note

 (2)(4)(5)

 06-23-23

 03-31-25

 9.00
 %

 0.169

 %

 8.28
 %

 4.83
 %

 19.37
 %

 CD1 note(3)

 (2)(4)(5)(3)

 12-31-23

 03-31-26

 7.50
 %

 0.098

 %

 8.41
 %

 4.18
 %

 18.89
 %

 CD2 note(3)

 (2)(4)(5)(3)

 12-31-23

 03-31-26

 10.50
 %

 0.098

 %

 8.41
 %

 4.18
 %

 20.79
 %

 Convertible Debenture

 (2)(4)(5)(3)

 12-31-23

 03-31-26

 10.50
 %

 0.098

 %

 8.41
 %

 4.18
 %

 20.79
 %

 (1)

 The
 CD1 carried a Discount for Lack of Marketability ("DLOM") of 5.0 % as of the issuance date and as of March 31, 2022. The
 CD2 carried a DLOM of 10.0 % as of the issuance date and June 30, 2022

 (2)

 CD1
 and RCD carry an instrument-specific spread of 7.23 %, CD2 carries an instrument-specific spread of 9.32 %

 (3)

 The
 conversion price of the CD1 is $ 0.227 and CD2 is $ 0.219 as of December 31, 2023. The conversion price of the CD1 is $ 0.219 and CD2 is $ 0.212 as of December
31, 2022.

 (4)

 A
 project risk rate of 13.0 % was used for all scenarios of the RCD fair value computations

 (5)

 The
 valuation of the RCD is driven by the aggregation of (i) the present value of future potential cash flow to the royalty holder, in
 the event that the RCD is converted to a royalty, utilizing an estimate of future metal sales and Monte Carlo simulations of future
 metal prices, and (ii) the computation of the present value assuming no conversion to the 1.85 % gross revenue royalty. The valuation
 of (i) is compared to the valuation of (ii) for each simulation, with the higher value used in the aggregation to arrive at the fair
 value of the RCD. This results in an implied probability of the RCD being converted to the royalty, in the event that the Stream
 is advanced.

 The
resulting fair values of the CD1, RCD, and CD2 at December 31, 2023, and as of December 31, 2022, were as follows:

 Schedule of Fair Value Derivative Liability

 Instrument Description

 December 31, 2023

 2022

 CD1

 $
 5,244,757

 $
 5,537,360

 RCD

 -

 10,285,777

 CD2

 13,458,570

 14,063,525

 Total

 $
 18,703,327

 $
 29,886,662

 The
total gain (loss) on fair value of debentures recognized during the year ended December 31, 2023 and December 31, 2022, was $ 1,673,776
and ($ 1,140,537), 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 income. During the year ended December 31, 2023 and December 31, 2022, the Company recognized
$ 554,787 and $ 253,875 respectively, within other comprehensive income. Interest expense for the year ended December 31, 2023 and 2022
was $ 2,368,233 and $ 2,092,065 respectively. At December 31, 2023 interest of $ 510,411 ($ 691,890 at December 31, 2022) is included in
interest payable on the consolidated balance sheets. During the year ended December 31, 2023, the Company issued shares of common stock in connection with its election
to satisfy interest payments under the outstanding convertible debentures recognizing a loss on extinguishment of debt of $ 268,889 ($ nil
in the year ended December 31, 2022) in the consolidated statements of (loss) income and comprehensive (loss) income.

 The
Company performs quarterly testing of the covenants in the CD1 and CD2, and was in compliance with all such covenants as of December
31, 2023.

 $5,000,000
Bridge Loan

 On
December 6, 2022, the Company closed a $ 5,000,000 loan 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 at 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 used some of the proceeds from the Stream to repay the outstanding principal and interest on the Bridge
Loan recognizing a loss on extinguishment of debt of $ 222,754
in the consolidated statements of (loss) income and comprehensive (loss) income. At December 31, 2023 interest of $ nil
($ 53,985
at December 31, 2022) is included in interest payable on consolidated balance sheets. Interest expense for year ended December 31,
2023, was $ 346,550
compared to $ 70,404
for the year ended December 31, 2022.

 The
Stream

 On
June 23, 2023, all conditions were met for the closing of the Stream, and $ 46,000,000
was 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 $ 740,956 of
transactions costs directly related to the Stream which were capitalized against the initial recognition of the Stream of $ 45,259,044 on
the consolidated balance sheets.

 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 consolidated statements of (loss) income and comprehensive (loss) income.

 The
Company determined the effective interest rate of the Stream obligation to be 10.8 % and recorded accretion expense on the liability of
$ 2,516,593 for the year ended December 31, 2023 ($ nil for the year ended December 31, 2022) recognized in the consolidated statement of (loss) income and comprehensive (loss) income, accretion expense on the
liability of $ 233,407 for the year ended December 31, 2023 ($ nil for the year ended December 31, 2022) capitalized into the process
plant (note 5) on the consolidated balance sheets and loss on revaluation of the liability
of $ 3,128,956 for the year ended December 31, 2023 ($ nil for the year ended December 31, 2022), bringing the liability to $ 51,138,000
as of December 31, 2023. 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 1.15 $/lb to 1.25 $/lb for zinc, 0.90 $/lb to 0.95 $/lb for lead, and 22.50 $/oz to
$24.50 $/oz for silver.

 $21,000,000
Debt Facility

 On
June 23, 2023, the Company closed a $ 21,000,000 debt facility with Sprott which is available for draw at the Company's election for
a period of 2 years. As of December 31, 2023, 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
$ 5 million 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 $ 20 million. The Company determined that no recognition is required on the financial statements as of December
31, 2023, as no amount has been drawn from the facility.

 Other
Interest

the year ended December 31, 2023, and December 31, 2022 the Company recognized $ 1,708 and $ 72,304 respectively of other interest expense.

 10.
 Capital stock, warrants and stock options

 Authorized

 The
total authorized capital is as follows:

 1,500,000,000
 shares of common stock, with a par value of $ 0.000001 per share; and

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

 Issued
and outstanding

 In
April 2022, the Company closed a private placement of 37,849,325 Special Warrants and a non-brokered private placement of 1,471,664 units
of the Company for aggregate gross proceeds of approximately $ 9,384,622 (C$ 11,796,297). Related parties, including management, directors,
and consultants, participated in the Special Warrant private placement for a total of 4,809,160 shares (included in the total above).

 The
Special Warrants were issued at a price of C$ 0.30 per
special warrant. Each unit consists of one share of Company common stock and one warrant. Each warrant entitles the holder to
acquire one share of Company common stock for C$ 0.37 until
April 1, 2025. The warrants were also be exercisable on a cashless basis in the event the Registration Statement has not been made
effective by the SEC prior to the date of exercise. On May 31, 2022, each unexercised Special Warrant was automatically exercised
into one share of Company common stock and one Warrant without further action on the part of the holders.

 The
non-brokered 1,471,664 units were issued at a price of C$ 0.30 per unit. Each unit consists of one share of Company common stock and one
warrant. Each warrant entitles the holder to acquire one warrant share for C$ 0.37 until April 1, 2025.

 In
connection with the special warrants offering, the agents earned a cash commission in the amount of C$ 563,968 and compensation options
exercisable to acquire an aggregate of 1,879,892 units of the Company at C$ 0.30 a unit until April 1, 2024. Each compensation unit consists
of one share of Company common stock and one warrant. Each warrant entitles the holder to acquire one warrant share for C$ 0.37 until
April 1, 2024.

 In
April 2022, the Company issued 1,315,856 shares of common stock in connection with its election to satisfy interest payments under the
outstanding convertible debentures for the three months ended March 31, 2022.

 In
April 2022, the Company issued 768,750 shares of common stock in connection with the settlement of RSUs.

 In
May 2022, the Company issued 10,416,667 units to Teck Resources Limited in consideration towards the purchase of the Pend Oreille Processing
Plant at C$ 0.245 per unit. Each unit consists of one share of Company common stock and one warrant. Each warrant entitles the holder
to acquire one warrant share for C$ 0.37 until May 13, 2025.

 In
June 2022, the Company issued 1,218,000 units to contractors for bonuses during the three months ended March 31, 2022. Each unit consists
of one share of Company common stock and one warrant. Each warrant entitles the holder to acquire one warrant share for C$ 0.37 until
April 1, 2025.

 In
June 2022, the Company issued 165,000 shares of common stock in connection with the settlement of RSUs.

 In
July 2022, the Company issued 1,975,482 share of common stock in connection with its election to satisfy interest payments under the
outstanding convertible debentures for the three months ended June 30, 2022.

 In
September 2022, the Company issued 33,000 shares of common stock in connection with the settlement of RSUs.

 In
October 2022, the Company issued 8,252,940 shares of common stock in connection with its election to satisfy interest payments under
the outstanding convertible debentures for the three months ended September 30, 2022.

 In
November 2022, the Company issued 1,599,150 shares of common stock in connection with settlement of RSUs.

 In
January 2023, the Company issued 6,377,271 shares 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 amended the exercise price and expiry date of 10,416,667
 warrants 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 processing
plant. The warrant entitled the holder to purchase one share of common stock of the Company at an exercise price of C$ 0.37
 per Warrant at any time on or prior to May 12,
2025. The Company amended the exercise price from C$ 0.37
 to C$ 0.11
 per 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 10,416,667
 warrants at an exercise price of C$ 0.11,
for aggregate gross proceeds of $ 837,460
 (C$ 1,145,834)
to the Company. During the year ended December 31, 2023 the Company recognized a change (gain) in derivative liability of $ ( 400,152),
relating to the Teck warrants using the following
assumptions: volatility of 120 %,
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 (the "March 2023 Offering"), issuing 51,633,727
special warrants of the Company ("March 2023 Special Warrants") at C$ 0.12 per March 2023 Special Warrant for $ 4,536,020 (C$ 6,196,047),
of which $ 3,661,822 was received in cash and $ 874,198 was applied towards settlement of accounts payable, accrued liabilities and promissory
notes.

 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 $ 846,661 and issued 2,070,258 compensation options
(the "March 2023 Compensation Options"). Each March 2023 Compensation Option is exercisable at an exercise price of C$ 0.12
into one Unit Share and one Warrant Share and has an expiry of March 27, 2027.

 The
Special Warrants issued on March 27, 2023 were converted to 51,633,727 shares 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.

 The
fair value of the Special Warrant is determined through the valuation of the Unit Share based on the observed price of the Company's
common stock, a Level 1 input, together with a valuation of the warrant component of the March 2023 Unit using the Binomial model calibrated
with inputs as shown in the table below.

 Consistent
with the approach above, the following table summarizes the key valuation inputs as at applicable valuation dates:

 Schedule of Estimated Fair Value of Special Warrant Liabilities

 March 2023 special warrants

 Conversion
 Date

 Grant
 Date

 977 days

 1096
days

 %

 %

 4.64
 %

 3.40
 %

 %

 %

 $
 0.15

 $
 0.11

 Fair value of March 2023 Unit

 $
 9,809,314

 $
 4,536,020

 $
 5,273,294

 Common Stock

 $
 7,425,377

 Warrant

 $
 2,383,937

 In
March 2023, the Company issued 9,803,574 shares 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
May 2023, the Company issued 1,318,183 shares of common stock in connection with settlement of RSUs.

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

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

 In
October 2023, the Company issued 5,175,000 shares of common stock in connection with its election to satisfy interest payments under
the outstanding convertible debentures for the three months ended September 30, 2023.

 In
November 2023, the Company issued 42,000 shares of common stock in connection with settlement of RSUs.

 For
each financing, the Company has accounted for the warrants in accordance with ASC Topic 815 Derivatives and Hedging. 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 consolidated statement of operations and comprehensive loss
as a gain or loss in the change in derivative liability line item 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 on the day of issuance and as at December 31, 2023 and December 31,
2022:

 Schedule of Estimated Using the Binomial Model to Determine the Fair Value of Warrant Liabilities

 March 2023 warrants

 2023

 Grant
 Date

 817 days

days

 %

 3.88
 %

 4.33

 %

 %

 $
 0.11

 $
 0.19

 $
 281,085

 $
 2,383,937

 $
 ( 2,102,852
)

 April 2022 special warrants issuance

 2023

 2022

 457 days

 822 days

 %

 %

 3.88
 %

 4.06
 %

 %

 %

 $
 0.11

 $
 0.17

 $
 546,592

 $
 2,406,104

 $
 ( 1,859,512
)

 $

 April 2022 non-brokered issuance

 2023

 2022

 457 days

 822 days

 %

 %

 3.88
 %

 4.06
 %

 %

 %

 $
 0.11

 $
 0.17

 $
 21,252

 $
 93,553

 $
 ( 72,301
)

 $

 May
 2022 Teck issuance

 December
 31,

 2023

 December
 31,

 2022

 Expected
 life

 Exercised

 days

 N/A

 %

 Risk
 free interest rate

 N/A

 4.06

 %

 Dividend
 yield

 N/A

 %

 Share
 price (C$)

 $

 N/A

 $

 0.17

 Fair
 value

 $

 -

 $

 684,497

 June 2022 issuance

 2023

 2022

 457 days

 822 days

 %

 %

 3.88
 %

 3.72
 %

 %

 %

 $
 0.11

 $
 0.17

 $
 17,589

 $
 77,429

 $
 ( 59,840
)

 $
 -

 February 2021 issuance

 2023

 2022

 771 days

 1,136 days

 %

 %

 3.88
 %

 3.72
 %

 %

 %

 Share price

 $
 0.11

 $
 0.17

 $
 367,349

 $
 1,335,990

 $
 ( 968,641
)

 $
 -

 August 2020 issuance

 2023

 2022

 Expired

 243 days

 N/A

 %

 N/A

 4.06
 %

 N/A

 %

 Share price

 N/A

 $
 0.17

 $
 -

 $
 903,697

 $
 ( 903,697
)

 $

 June 2019 issuance

 2023

 2022

 731 days

 1,096 days

 %

 %

 3.88
 %

 3.82
 %

 %

 %

 Share price

 $
 0.11

 $
 0.17

 $
 226,570

 $
 725,737

 $
 ( 499,167
)

 $
 -

 August 2019 issuance (ii)

 2023

 2022

 731 days

 1,096 days

 %

 %

 3.88
 %

 3.82
 %

 %

 %

 Share price

 $
 0.11

 $
 0.17

 $
 348,211

 $
 1,115,369

 $
 ( 767,158
)

 $
 -

 Warrants

 Schedule of Warrant Activity

 exercise price

 grant date

 warrants

 (C$)

 value ($)

 Balance, December 31, 2021

 111,412,712

 $ 0.54

 $ 0.18

 Issued

 50,955,636

 0.37

 0.15

 Expired

 ( 239,284
)

 0.70

 0.21

 162,129,064

 $
 0.49

 $
 0.17

 Issued

 51,633,727

 0.15

 0.05

 Exercised

 ( 10,416,667
)

 0.11

 0.12

 Expired

 ( 58,284,148
)

 0.50

 0.27

 Balance, December 31, 2023

 145,061,976

 $
 0.37

 $
 0.09

the year ended December 31, 2023, 58,284,148 August 2020 warrants expired.

the year ended December 31, 2022, 239,284 February 2020 broker warrants expired.

 At
December 31, 2023, the following warrants were outstanding:

 Schedule of Warrants Outstanding Exercise Price

 Exercise

 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

 At
December 31, 2023, the following compensation options were outstanding:

of Compensation Options

 broker

 exercise price

 (C$)

 Balance, December 31, 2021

 3,590,907

 $
 0.35

 Issued – April 2022 Compensation Options (i)

 1,879,892

 0.30

 5,470,799

 0.34

 Issued – March 2023 Compensation Options (ii)

 2,070,258

 0.15

 Expired – August 2020 Compensation Options

 ( 3,239,907
)

 0.35

 Balance, December 31, 2023

 4,301,150

 $
 0.24

 (i)

 The
 grant date fair value of the April 2022 Compensation Options were estimated at $ 264,435 using the Black-Scholes valuation model with
 the following underlying assumptions:

 Schedule of Estimated Using Black-Scholes Valuation Model for Fair Value of Broker Options

 Grant Date

 Stock price

 Weighted average life

 April 2022

 2.34
 %

 %

 %

 C$ 0.30

 2 years

 (ii)

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

 Grant Date

 Stock price

 Weighted average life

 March 2023

 3.4
 %

 %

 %

 C$ 0.11

 3 years

 Schedule of Broker Exercise Prices

 Exercise

 Expiry date

 price (C$)

 broker options

 ($)

 February 16, 2024 (i)

 $
 0.40

 351,000

 $
 68,078

 April 1, 2024 (ii)

 $
 0.30

 1,879,892

 $
 264,435

 March 27, 2026 (iii)

 $
 0.15

 2,070,258

 $
 111,971

 4,301,150

 $
 444,484

 (i)

 Exercisable
 into one February 2021 Unit

 (ii)

 Exercisable
 into one April 2022 Unit

 (iii)

 Exercisable into one March 2023 Unit

 Stock

 The
following table summarizes the stock option activity during the years ended December 31, 2023 and 2022:

of Stock Options

 exercise price

 stock options

 (C$)

 Balance, December 31, 2021

 9,053,136

 $
 0.58

 Granted (i)

 700,000

 $
 0.15

 Expired, May 1, 2022

 ( 47,000
)

 $
 10.00

 Forfeited, November 25, 2022

 ( 150,000
)

 $
 0.15

 Expired, December 31, 2022

 ( 235,500
)

 $
 0.50

 9,320,636

 $
 0.51

 Expired September 30, 2023

 ( 200,000
)

 0.60

 Expired November 25, 2023

 ( 150,000
)

 0.15

 Balance, December 31, 2023

 8,970,636

 $
 0.52

 (i)

 On
 August 24, 2022, 300,000
 stock options were issued to an employee of the Company, of which 150,000
 vested immediately and the remaining balance of outstanding options to vest equally over the next two anniversaries of the grant
 date. These options have a 5 -year
 life and are exercisable at C$ 0.15
 per share of common stock. The grant fair value of the options was estimated at $ 28,930.
 The vesting of these options resulted in stock-based compensation of $ 15,594
 for the year ended December 31, 2022, which is included in the operation and administration expense of the consolidated statements
 of (loss) income and comprehensive (loss) income. On November 23, 2022, 400,000
 stock options were issued to an employee of the Company, of which 200,000
 vested immediately and the remaining balance of outstanding options to vest equally over the next two anniversaries of the grant
 date. These options have a 5 -year
 life and are exercisable at C$ 0.15
 per share of common stock. The grant fair value of the options was estimated at $ 37,387.
 The vesting of these options resulted in stock-based compensation of $ 20,191
 for the year ended December 31, 2022, which is included in the operation and administration expense of the consolidated statements
 of (loss) income and comprehensive (loss) income.

 The
fair value of these stock options was determined on the date of grant using the Black-Scholes valuation model, and using the following
underlying assumptions:

 Schedule of Estimated Using Black-Scholes Valuation Model for Fair value of Stock Options

 Risk free
interest rate

 Stock price

average life

 October 2019

 1.54
 %

 %

 %

 C$ 0.50

 5 years

 April 2020

 0.44
 %

 %

 %

 C$ 0.50

 5 years

 February 2021

 0.64
 %

 %

 %

 C$ 0.34

 5 years

 November 2022

 3.22
 %

 %

 %

 C$ 0.15

 5 years

 The
following table reflects the actual stock options issued and outstanding as of December 31, 2023:

 of Actual Stock Options Issued and Outstanding

 Remaining

 Exercise

 contractual

 vested

 Grant date

 price (C$)

 life (years)

 outstanding

 (exercisable)

 fair value ($)

 0.60

 0.82

 1,575,000

 1,575,000

 435,069

 0.55

 1.30

 5,957,659

 4,468,245

 1,536,764

 0.335

 0.84

 1,037,977

 1,037,977

 204,213

 0.15

 3.90

 400,000

 300,000

 37,387

 8,970,636

 7,381,222

 $
 2,213,433

 The
vesting of stock options during the year ended December 31, 2023, resulted in stock-based compensation expenses of $ 147,592 ($ 317,723
for the year ended December 31, 2022).

 11.
 Income per Share

 Potentially
dilutive securities include convertible debentures payable, warrants, broker options, stock options, and unvested RSU.
Diluted income per share reflects the assumed exercise or conversion of all dilutive securities using the treasury stock method.

of Income Per Share

 Year ended December 31,
 2023

 Year ended December 31,
 2022

 Net (loss) income for the year

)

 Basic (loss) income per share Weighted average number of shares of common stock -
 basic

 205,950,811

 Net (loss) income per share – basic

 ( 0.05
)

 0.00

 Net (loss) income for the period

)

 Dilutive effect of convertible debentures

 -

 ( 370,121
)

 Dilutive effect of warrants on net income

 -

 -

 Diluted net (loss) income for the year

)

 528,470

 Weighted average number of shares of common stock - basic

 205,950,811

 Diluted effect:

 Stock options and RSUs

 -

 63,850,470

 Weighted average number of shares of common stock - fully diluted

 269,801,281

 Net (loss) income per share - fully diluted

 ( 0.05
)

 0.00

 12.
 Restricted share units

March 25, 2020, the Board of Directors approved a RSU Plan to grant RSUs to its officers, directors,
key employees and consultants.

 The
following table summarizes the RSU activity during the year ended December 31, 2023:

 Schedule of Restricted Share Units

 grant date

 fair value

 per share

 shares

 (C$)

 Unvested as at December 31, 2021

 576,000

 $
 0.62

 Granted

 6,620,641

 0.17

 Vested

 ( 2,373,900
)

 0.18

 Unvested as at December 31, 2022

 4,822,741

 $
 0.22

 Granted

 10,844,993

 0.23

 Vested

 ( 5,809,217
)

 0.24

 Forfeited

 ( 2,813,990
)

 0.20

 Unvested as at December 31, 2023

 7,044,527

 $
 0.24

 (i)
On January 10, 2022, the Company granted 500,000 RSUs to a consultant of the Company, vested immediately. The vesting of these RSUs resulted
in stock-based compensation of $ 122,249 for the year ended December 31, 2022, which is included in operation and administration expenses
on the consolidated statements of (loss) income and comprehensive (loss) income.

 (ii)
On April 29, 2022, the Company granted 76,750 RSUs to certain consultants of the Company, vested immediately. The vesting of these RSUs
resulted in stock-based compensation of $ 16,800 for the year ended December, 2022, which is included in operation and administration
expenses on the consolidated statements of (loss) income and comprehensive (loss) income.

 (iii)
On June 30, 2022, the Company granted 15,000 RSUs to a consultant of the Company, vested immediately. The vesting of these RSUs resulted
in stock-based compensation of $ 2,328 for the year ended December 31, 2022, which is included in operation and administration expenses
on the consolidated statements of (loss) income and comprehensive (loss) income.

 (iv)
On September 29, 2022 the Company granted 33,000 RSUs to two consultants of the Company, vested immediately. The vesting of these RSUs
resulted in stock-based compensation of $ 2,889 for the year ended December 31, 2022, which is included in operation and administration
expenses on the consolidated statements of (loss) income and comprehensive (loss) income.

 (v)
On October 31, 2022 the Company granted 1,599,150 RSUs to two consultants of the Company, vested immediately. The vesting of these RSUs
resulted in stock-based compensation of $ 111,304 for the year ended December 31, 2022, which is included in operation and administration
expenses on the consolidated statements of (loss) income and comprehensive (loss) income.

 (vi)
On November 17, 2022 the Company granted 4,396,741
RSUs to certain key management of the Company. The RSUs vest in one third increments upon each anniversary of the grant date. The
vesting of these RSUs resulted in stock-based compensation of $ 208,574 and $ 79,504
respectively for the year ended December 31, 2023 and December 31, 2022, which is included in operation and administration expenses on the consolidated
statements of (loss) income and comprehensive (loss) income.

 (vii)
 On June 1, 2023, the Company granted 4,067,637 RSUs to executives and employees of the Company, which vested immediately. The vesting
 of these RSUs resulted in stock-based compensation of $ 355,420 for the year ended December 31, 2023, which is included in operation
 and administration expenses on the consolidated statements of (loss) income and comprehensive (loss) income.

 (viii)
 On June 4, 2023, the Company granted 42,000 RSUs to a consultant of the Company, vested immediately.
 The vesting of these RSUs resulted in stock-based compensation of $ 7,825 for the year ended
 December 31, 2023, which is included in operation and administration expenses on the consolidated
 statements of (loss) income and comprehensive (loss) income.

 (ix)
 On July 4, 2023, the Company granted 6,735,356 RSUs to executives and employees of the Company, which vest in one-third increments
 on March 31 of 2024, 2025 and 2026. The vesting of these RSUs resulted in stock-based compensation of $ 344,515 for the year ended
 December 31, 2023, which is included in operation and administration expenses on the consolidated statements of (loss) income and
 comprehensive (loss) income.

 The
vesting of RSUs during the year ended December 31, 2023, resulted in stock-based compensation expense of $ 949,114
 ( 383,015
for the year ended December 31, 2022), which is included in operation and administration expenses on the consolidated
statements of income (loss) and comprehensive income (loss).

 13.
 Deferred share units

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 stock on the date of redemption in exchange for cash.

 The
following table summarizes the DSU activity during the years ended December 31, 2023 and 2022:

 Schedule of Deferred Share Units

 grant date

 fair value

 per share

 shares

 (C$)

 Unvested as at December 31, 2021

 5,625,000

 $
 1.03

 Granted (i)

 210,000

 0.20

 Vested (ii)(iii)

 ( 3,125,000
)

 1.03

 Unvested as at December 31, 2022

 2,710,000

 $
 0.97

 Granted (i)

 1,875,280

 0.22

 Vested (ii)(iii)

 ( 3,071,826
)

 0.55

 Unvested as at December 31, 2023

 1,495,454

 $
 0.90

 (i)

 On
 March 31, 2022, the Board approved the early vesting of 625,000 DSUs for one of the Company's Directors. During the three months
 ended June 30, 2022, the director redeemed 2,500,000 DSUs for C$ 750,000, and elected to use net proceeds to subscribe for 375,000
 units in the Company's April 2022 special warrant issuance at C$ 0.30 per unit, with the balance of the redeemed amount payable
 in cash after applicable withholding tax deductions.

 (ii)

 On
 July 4, 2023, 1,611,826 DSUs were issued to the Company's Directors which vested immediately.

 (iii)

 On
 July 6, 2023, 245,454 DSUs were issued to one of the Company's Directors which vests
 on July 6, 2024.

 (iv)

 On
April 21, 2023, 1,250,000
DSUs for one of the Company's
Directors vested.

 (v)

 On
 July 1, 2023, 210,000 DSUs for one of the Company's Directors vested.

 The
vesting of DSU's during the year ended December 31, 2023, resulted in a recovery of stock-based compensation of $ 4,416
(a stock-based recovery of $ 282,967
for the year ended December 31, 2022). The fair value of each DSU is $ 0.08 as of December 31, 2023 and $ 0.13 as of December 31, 2022.

 14.
 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 U.S. 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 U.S. 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
in respect of Crescent's cost recovery claim under CERCLA Section 107(a), and 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 intends to vigorously defend 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.

 15.
 Income taxes

 As
at December 31, 2023, and December 31, 2022, the Company had no accrued interest and penalties related to uncertain tax positions. The
income tax provision differs from the amount of income tax determined by applying the U.S. federal tax rate of 21.0 % (December 31, 2022
– 21.0 %) to pretax loss from operations for the periods ended December 31, 2023 and December 31, 2022:

 Schedule of Income Tax Provision

 Year

 Year

 Ended

 Ended

 2023

 2022

 (Loss) income before income taxes

 $
 ( 10,843,949
)

 $

 Expected income tax (recovery) expense

 ( 2,277,229
)

 188,704

 Change in estimates in respect of prior periods

 ( 340,768
)

 ( 41,351
)

 Change in tax rate

 -

 133,687

 Change in fair value of derivative liability

 ( 495,605
)

 ( 3,296,242
)

 State and local taxes, net of federal benefit

 463,643

 ( 709,272
)

 Loss (gain) on debt settlement

 124,154

 -

 Other

 ( 75,605
)

 Change in valuation allowance

 5,190,000

 3,724,166

 Total

 $
 2,588,590

 $
 -

 The
components of deferred tax assets and liabilities are as follows:

 Schedule of Components of Deferred Tax Assets and Liabilities

 2023

 2022

 Deferred tax assets:

 Net operating loss carryforwards

 $
 15,583,299

 $
 10,291,114

 Mining interests

 7,000,260

 8,391,938

 EPA liabilities

 2,565,870

 2,068,062

 Stream debenture

 13,903,560

 -

 Lease liabilities

 113,990

 -

 Other deferred tax assets

 993,979

 851,563

 Total deferred tax assets

 40,160,958

 21,602,677

 Valuation allowance

 ( 29,214,112
)

 ( 21,501,015
)

 Total deferred tax assets

 10,946,846

 101,662

 Deferred tax liabilities:

 Deferred revenue

 ( 12,526,577
)

 -

 Convertible debentures

 ( 615,508
)

 -

 Right of use assets and lease obligations

 ( 167,506
)

 -

 ( 224,553
)

 -

 Unrealized foreign exchange gain

 ( 1,292
)

 ( 101,662
)

 Total deferred tax liabilities

 ( 13,535,436
)

 ( 101,662
)

 Net deferred tax liabilities

 $
 ( 2,588,590
)

 $
 -

 The
potential income tax benefit of these losses has been offset by a full valuation allowance.

 As
of December 31, 2023 and December 31, 2022, the Company has an unused net operating loss carryforward balance of $ 58,145,638
 and $ 40,227,950,
respectively, that is available to offset future taxable income. The
net operating loss carryforwards generated before 2018 expire between 2031 and 2037. The losses generated in 2018 and later tax years
do not expire.

 The
Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly
increase or decrease within the next 12 months.

 The
Company incurred $ 2,588,590 of income tax expense for the year ended December 31, 2023 and incurred no income tax expense for the year
ended December 31, 2022. The Company's effective income tax rate for 2023 was - 23.4 % compared to 0.0 % for 2022. The effective
tax rate during 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 and due to changes in the valuation allowance established to offset net deferred tax
assets.

 The
tax years that remain subject to examination by major taxing jurisdictions are those for the years ended December 31, 2015 through 2023.

 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.

 Schedule of Related Party Transactions

 Year
 Ended

 Year
 Ended

 2023

 2022

 Consulting fees, wages and bonus

 $
 1,104,075

 $
 1,429,326

 At
December 31, 2023 and December 31, 2022, $ 67,800
and $ 154,797,
respectively, is owed to key management personnel with all amounts included in accounts payable and accrued liabilities.

 (i)
During the year ended December 31, 2023, Richard Williams (Director and Executive Chairman) billed $ 286,253 (year ended December 31,
2022 - $ 372,084) for consulting services and bonus payment to the Company. At December 31, 2023, $ 67,800 is owed to Richard Williams (December
31, 2022 - $ 135,600) for consulting services, with all amounts included in accounts payable and accrued liabilities.

the year ended December 31, 2023, 1,588,800 restricted share units (RSUs) were issued to Richard Williams which will vest in one third
increments on March 31, 2024, March 31, 2025, and March 31, 2026. The vesting of these RSUs resulted in stock-based compensation of $ 103,688
for the year ended December 31, 2023.

the year ended December 31, 2023, 894,199 restricted share units (RSUs) were issued to Richard Williams which vested immediately. The
vesting of these RSUs resulted in stock-based compensation of $ 157,765 for the year ended December 31, 2023.

the year ended December 31, 2022, 1,110,756
restricted share units (RSUs) were issued to Richard Williams which will vest in one third increments on March 31, 2023, March 31,
2024, and March 31, 2025. The vesting of these RSUs resulted in stock-based compensation of $ 78,393 and $ 20,085
respectively for the year ended December 31, 2023 and December 31, 2022.

 (ii)
During the year ended December 31, 2023, the Company incurred $ 318,924 in payroll expense and bonus payment for Sam Ash (year ended December
31, 2022 - $ 438,600) for services to the Company. At December 31, 2023, $ nil (December 31, 202 - $ nil) is payable and included in accrued
liabilities.

the year ended December 31, 2023, 1,787,400 restricted share units (RSUs) were issued to Sam Ash which will vest in one third increments
on March 31, 2024, March 31, 2025, and March 31, 2026. The vesting of these RSUs resulted in stock-based compensation of $ 116,649 for
the year ended December 31, 2023.

the year ended December 31, 2023, 945,841 restricted share units (RSUs) were issued to Sam Ash which vested immediately. The vesting
of these RSUs resulted in stock-based compensation of $ 166,876 for the year ended December 31, 2023.

the year ended December 31, 2022, 1,249,600
restricted share units (RSUs) were issued to Sam Ash which will vest in one third increments on March 31, 2023, March 31, 2024, and
March 31, 2025. The vesting of these RSUs resulted in stock-based compensation of $ 88,192 and $ 22,596
respectively for the year ended December 31, 2023 and December 31, 2022.

 (iii)
During the year ended December 31, 2023, the Company incurred $ 132,000 in payroll expense and bonus payment for Gerbrand van Heerden
(CFO) (year ended December 31, 2022, $ nil) for services to the Company. At December 31, 2023, $ nil (year ended December 31, 2022 - $ nil)
is payable, including reimbursable expenses, and included in accrued liabilities.

 (iv)
During the year ended December 31, 2023, the Company incurred $ 246,673 in payroll expense and bonus payment for David Wiens (Former CFO)
(year ended December 31, 2021, $ 383,315) for services to the Company. At December 31, 2023, $ nil (year ended December 31, 2022 - $ 19,197)
is payable, including reimbursable expenses, and included in accrued liabilities.

the year ended December 31, 2023, 1,456,400 restricted share units (RSUs) were issued to David Wiens which will vest in one third increments
on March 31, 2024, March 31, 2025, and March 31, 2026. The vesting of these RSUs resulted in stock-based compensation of $ nil for
the year ended December 31, 2023.

the year ended December 31, 2023, 902,365 restricted share units (RSUs) were issued to David Wiens which vested immediately. The vesting
of these RSUs resulted in stock-based compensation of $ 159,206 for the year ended December 31, 2023.

the year ended December 31, 2022, 1,018,193 restricted
share units (RSUs) were issued to David Wiens which will vest in one third increments on March 31, 2023, March 31, 2024, and March
31, 2025. The vesting of these RSUs resulted in stock-based compensation of $ 26,467 for
the year ended December 31, 2023 and $ 12,939 December 31, 2022.

 (v)
During the year ended December 31, 2023, Pam Saxton (Director) billed $ 34,832 (year ended December 31, 2022 - $ 36,133) for consulting
services to the Company. On July 4, 2023, the Company issued 431,739 DSU's to Pam Saxton.

 (vi)
During the year ended December 31, 2023, Cassandra Joseph (Director) billed $ 34,832 (year ended December 31, 2022 - $ 36,133) for consulting
services to the Company. On July 4, 2023, the Company issued 431,739 DSU's to Cassandra Joseph.

 (vii)
During the year ended December 31, 2023, the Company incurred $ 31,240 in director fees for Mark Cruise (year ended December 31, 2022
- $ 15,774). On July 4, 2023, the Company issued 374,174
 DSU's to Mark Cruise. On July 1, 2022,
the Company issued 210,000
 DSU's to Mark Cruise.

 (viii)
During the year ended December 31, 2023, Paul Smith (Director) billed $ 19,322 (year ended December 31, 2022 - $ nil) for consulting services
to the Company. On July 5, 2023, the Company issued 245,454 DSU's to Paul Smith.

 (ix)
During the year ended December 31, 2023, Dickson Hall (Director) billed $ nil (year ended December 31, 2022 - $ nil) for consulting services
to the Company. On July 4, 2023, the Company issued 374,174 DSU's to Dickson Hall.

 17.
 Subsequent events

 Share
Issuance

 On
January 09, 2024, the Company issued 7,392,859 shares of common stock in connection with its election to satisfy interest payments under
the outstanding convertible debentures for the three months ended December 31, 2023.

 On
January 29, 2024, the Company granted 672,450 RSUs to a certain member of management of the Company. The RSUs vest on January 29, 2025.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

September 2, 2014, the Company appointed the firm of MNP LLP, Chartered Professional Accountants, as the Company's principal independent
accountant to audit the Company's financial statements. The Company has had no disagreements with its accountants that would require
disclosure pursuant to Item 304 of Regulation S-K.

 ITEM
9A. CONTROLS AND PROCEDURES

 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 December 31, 2023.

 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 December 31, 2023 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. Management conducted an evaluation of the effectiveness of internal control over financial reporting based
on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission. Based on that evaluation, the Company's CEO and CFO have concluded that the internal control over financial
reporting was effective as of December 31, 2023.

 Changes
in Disclosure Controls and Procedures and Internal Control Over Financial Reporting

 There
has been no change in the Company's disclosure controls and procedures and internal control over financial reporting, other than
the remediation of the material weakness described below that materially affected or was reasonably likely to materially affect the Company's
disclosure controls and procedures and internal control over financial reporting.

 Remediation
of Previously Reported Material Weakness

 As
previously disclosed in the Form 10-K for the year ended December 31, 2022, management had concluded there was a material weakness in
the Company's disclosure controls and procedures and identified significant deficiencies in the Company's internal control
over financial reporting.

 Remediation
actions were fully implemented and executed during the year ended December 31, 2023, which include:

 The
 Company replaced certain accounting resources with qualified finance and accounting staff who are experienced in established and
 proven internal controls and accounting procedures with other companies in the same industry.

 The
 Company engaged a third-party firm to assist in developing and implementing disclosure controls and procedures and internal control
 policies and procedures over financial reporting.

 Appropriate
 segregation and assignment of duties between individuals and third-party firms were implemented to perform the regular accounting
 and finance functions of the Company to assure that transactions occurred timely and in a controlled manner.

 Processes
 and controls were implemented over accounts payable transactions and account reconciliations, including the timely submission, review
 and payment of management expense reports.

 These
remediation actions were fully implemented and are reflected in the Company's transactions in 2023; and, as a result, the Company's
management, with the participation of the CEO and CFO, have concluded that, as of December 31. 2023, the material weakness was remediated.

 This
report does not include an attestation report of the Company's registered public accounting firm regarding disclosure controls
and procedures and internal control over financial reporting. Management's report is not subject to attestation by the Company's
registered public accounting firm.

 ITEM
9B. OTHER INFORMATION

 None.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 [Not
applicable.]

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE 7

 Directors
and Executive Officers

 The
following table sets forth the directors, executive officers, their ages, and all offices and positions held within the Company as of
December 31, 2023. Directors are elected for a period of one year and thereafter serve until their successor is duly elected by the stockholders
and qualified. Officers and other employees serve at the will of the Board.

 Name

 Position
 Held with the Company

 Age

 Date
 First Elected or Appointed

 Sam
 Ash

 President,
 CEO and Director

 April
 14, 2020

 Richard
 Williams

 Executive
 Chairman and Director

 March
 27, 2020

 van Heerden

 CFO
 and Corporate Secretary

 November
 1, 2023

 Mark
 Cruise

 June
 30, 2022

 Cassandra
 Joseph

 November
 2, 2020

 Dickson
 Hall

 January
 5, 2018

 Pamela
 Saxton

 October
 30, 2020

 Paul
 Smith

 July
 5, 2023

 Biographical
Information

 Sam
Ash was a Partner from 2015 to 2018 at Barrick Gold Corp. ("Barrick") and held various roles over the nine years
employed there between 2009 and 2018. This includes three years as General Manager of the Lumwana Copper Mine in Zambia (2016–2018),
Technical Support Manager to Barrick's Copper Business Unit (2014–2016), General Support Manager on the Cortez Mine in Nevada
(2012–2014) and Chief Engineer leading the roll-out of new Underground Mining standards in the USA and Tanzania (2011–2012).
Prior to his time at Barrick, Mr. Ash served as Manager of New Operations for Veris Gold Corp. (formerly, Yukon-Nevada Gold Corp.), primarily
on the Jerritt Canyon Mine in Nevada, and also as an Underground Mine Supervisor with Drummond Company, Inc. He has recently completed
his Masters' Degree in Leadership and Strategy at the London Business School and has a BS in Mining Engineering from the University
of Missouri Rolla.

 Richard
Williams is an executive with an established track-record of transformational leadership within the mining industry and other
demanding environments. He is currently an advisor to companies facing complex operational, political or ESG challenges. Formerly the
Chief Operating Officer of Barrick (2015–2018) and the company's Executive Envoy to Tanzania (2017–2018), he has also
served as Chief Executive Officer of the Afghan Gold and Minerals Company (2010-2014), non-executive director of Trevali Mining Corporation
(2019–2022) and as a non-executive director of Gem Diamonds Limited (2007–2015). Prior to his commercial mining experience,
Mr. Williams served as the Commanding Officer of the British Army's Special Forces Regiment, the SAS. He holds an MBA from Cranfield
University, a BSc in Economics from University College London and an MA in Security Studies from Kings College London.

van Heerden is the Company's Chief Financial Officer and Corporate Secretary. Gerbrand is an experienced mining company
CFO with over 20 years of mining industry experience. From May 2020 to October 2023, Mr. van Heerden served as the Chief Financial Officer
of BMC Minerals Limited. From November 2017 to May 2020, he served in various roles at Trevali Mining Corporation, including as Chief
Financial Officer and Senior Vice President of Business Development/Finance. From March 2013 to October 2017, Mr. van Heerden served
as the Chief Financial Officer of Rosh Pinah Zinc Corporation (Proprietary) Limited, a subsidiary of Glencore Plc. From October 2005
to March 2013, he served in various roles at Metorex Limited, including as General Manager of Metorex Commercial Services, a finance
executive, and as Group Financial Controller. Mr. van Heerden started his professional career as a Tax and Assurance Manager with Deloitte.
He is a CPA registered with the Chartered Professional Accountants of British Columbia and a CA(SA) registered in South Africa and holds
a Bachelor of Commerce (Honors) Degree in Accounting from the University of Johannesburg.

 Mark
Cruise is a professional geologist with over 27 years of international exploration, development and mining experience. A
former polymetallic commodity specialist with Anglo American plc, Dr. Cruise founded and was Chief Executive Officer of Trevali
Mining Corporation. Under his leadership, from 2007 to 2019, the company grew from an initial discovery into a global
zinc-lead-silver producer with operations in the Americas and Africa. Dr. Cruise currently serves as a non-executive director of
Velocity Minerals Ltd. (since 2017), NiCAN Ltd (since 2022), Interra Copper Corp (sine 2023) and Volta Metals Ltd. (since 2023). He
previously served as COO, CEO, and director of New Pacific Metals Corp. (2020–2022), a non-executive director of Abzu
Resources (2010–2011), Prism Resources Inc. (2016–2019), Ethos Gold Corporation (2010–2015), and Tincorp Metals
Inc. (formerly Whitehorse Gold Corp.) (2020–2022).

 Cassandra
Joseph is an American lawyer with extensive experience managing the commercial relationship between mining companies and environmental
regulators. Since February 2023, she has been Vice President, General Counsel and Corporate Secretary of Ivanhoe Electric Inc. Ms. Joseph
was Senior Vice President, General Counsel and Corporate Secretary for Nevada Copper Corp. from May 2019 to January 2023 and Associate
General Counsel for Tahoe Resources Inc. from 2015 until it was acquired by Pan American Silver Corp. in 2019. She also served as a non-executive
director of Century Lithium Corporation (2021–2023). Before this, she worked for the Attorneys General of California (2001–2005)
and Nevada (2011–2015), as Deputy and Senior Deputy Attorney General, and as a partner in Watson Rounds PLC (now Brownstein Hyatt
Farber Schreck LLP) (2005–2011). Educated at Santa Clara University, and University of California at Berkeley, she was called to
the State Bar of California in 1999; the U.S. Court of Appeals, Ninth Circuit in 2001; State Bar of Nevada in 2005; and the U.S. Supreme
Court, U.S. Court of Appeals and Federal Circuit in 2007.

 Dickson
Hall currently serves as a director of the Company. Since August 2016, he has been a partner in Valuestone Advisors Limited,
manager of Valuestone Global Resources Fund 1, a mining fund associated with Jiangxi Copper Corporation and China Construction Bank International.
Mr. Hall has more than 40 years' experience in the resource field, much of it in Asia. From 2005 to 2016, he directed corporate
development efforts in Asia for Hunter Dickinson Inc. (HDI), raising capital, establishing strategic partnerships and broadening the
Asian shareholder base for HDI public companies. From 2007 to 2011, he was Senior Vice President of Continental Minerals Corporation,
which developed the Xietongmen copper-gold project in Tibet, China before selling to China's Jinchuan Group in 2011 for $446 million.
Since 2014 Mr. Hall has been a director and Investment Committee member of Can-China Global Resources Fund, an energy and mining fund
backed by the Export-Import Bank of China. Mr. Hall currently serves as a non-executive director of New Pacific Metals Corp. (since 2022)
and Arcland Resources Inc (since 2023, and he previously served as a non-executive director of Nova Canada Enterprises (2001–2004),
Stepstone Enterprises Ltd. (2001–2004), Kona Bay Technologies Inc. (2004–2020), CY Oriental Holdings Ltd. (2007–2011),
Baikal Forest Corp. (2011–2012), Hylands International Holdings Inc. (2013–2016), Nanotech Security Corp. (2015–2019),
and Bexar Ventures Inc. (2018–2020). Mr. Hall is a graduate of the University of British Columbia (BA, MA) and has diplomas from
Beijing University and Beijing Language Institute.

 Pam
Saxton is an experienced mining company executive and director. She has served on the Board of Timberline Resources Corporation
and as Audit Committee Chair since May 2021 and was a Board Member and Audit Committee Chair at Pershing Gold Corporation from 2017 to
2019. She also has served on the Board of Aquila Resources Inc. from 2019 to 2021 and served on a North American Advisory Board for Damstra
Technology – Damstra Holdings Limited from 2021 to 2022. As an executive, she served as Executive Vice President and CFO for Thompson
Creek Metals Company (2008–2016) and as CFO for NewWest Gold Corporation (2006-2007). Having started her professional life working
as an auditor for Arthur Andersen in Denver, Colorado, her career has included senior finance appointments in the American natural resources
industry, including serving as VP Finance for Franco-Nevada Corporation's U.S. Operations. Ms. Saxton is qualified to serve on
the Board by virtue of her expertise in finance, accounting and auditing matters.

 Paul
Smith is the former Head of Strategy at Glencore (LON: GLEN) (2011–2020), and CFO of the DRC-based Glencore subsidiary
Katanga Mining (2019–2020). He is currently Managing Partner at Voltaire Minerals Partners, a Swiss-based critical metals advisory
business (since October 2022), a non-executive director at Seadrill (NYSE: SSDRL) (since November 2021) and a director at Echion Technologies
Ltd (since August 2021). He trained as an accountant before working as an investment banker at Close Brothers and Credit Suisse. He is
based in Zug, Switzerland and leads the Growth Committee of the board of directors of the Company.

 Family
Relationships

 There
are no family relationships between any of the current directors or officers of the Company.

 Involvement
in Certain Legal Proceedings

 Neither
the Company nor its property is the subject of any other pending legal proceedings, and no other such proceeding is known to be contemplated
by any governmental authority. 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.

 Directorships

 None
of the Company's executive officers or directors is a director of any company with a class of equity securities registered pursuant
to Section 12 of the Exchange Act or subject to the requirements of the Exchange Act or any company registered as an investment company
under the Investment Company Act of 1940.

 Code
of Ethics

 The
Company's Board has adopted a code of ethics that will apply to its principal executive officer, principal financial officer and
principal accounting officer or controller and to persons performing similar functions. The code of ethics is designed to deter wrongdoing
and to promote honest and ethical conduct, full, fair, accurate, timely and understandable disclosure, compliance with applicable laws,
rules and regulations, prompt internal reporting of violations of the code and accountability for adherence to the code. The Company
will provide a copy of its code of ethics, without charge, to any person upon receipt of written request for such, delivered to our corporate
headquarters. All such requests should be sent care of Bunker Hill Mining Corp., Attn: Corporate Secretary, 82 Richmond Street East,
Toronto, Ontario, Canada, M5C 1P1.

 ITEM
11. EXECUTIVE COMPENSATION

 Summary
Compensation Table

 The
following table sets forth, for the years indicated, all compensation paid, distributed or accrued for services, including salary and
bonus amounts, rendered in all capacities by the Company's principal executive officer, chief financial officer and all other executive
officers; the information contained below represents compensation paid, distributed or accrued to the Company's officers for their
work related to the Company.

 Name and
 Principal Position

 Year

 Salary ($)

 Bonus ($)

 Stock
 Awards
 (1,2,3) ($)

 Option
 Awards ($)

 Non-Equity
 Incentive
 Plan
 (#)

 Non-qualified
 Deferred
 Earnings
 ($)

 All other
 ($)

 Total
 ($)

 Gerbrand van Heerden Chief Financial Officer

 2023

 52,000

 80,000

 -

 -

 -

 -

 -

 132,000

 David Wiens (2)

 2023

 199,998

 46,675

 185,673

 -

 -

 -

 3,600

 435,946

 Former Chief Financial Officer

 2022

 219,848

 163,467

 118,217

 -

 -

 -

 -

 501,532

 Richard Williams

 2023

 240,000

 46,253

 339,846

 -

 -

 -

 -

 626,099

 Executive Chairman

 2022

 240,000

 132,084

 128,964

 -

 -

 -

 -

 501,048

 Sam Ash (5)

 2023

 270,000

 48,924

 371,717

 -

 -

 -

 -

 690,641

 Chief Executive Officer

 2022

 270,000

 168,600

 145,085

 -

 -

 -

 -

 583,685

 (1)

 In
 November 2022, 3,378,548 RSUs were issued to officers of the Company. These RSUs are calculated using a share price of C$.0155 on
 the applicable grant date and will vest in one third increments on March 31, 2023, March 31, 2024, and March 31, 2025.

 (2)

 In
 June 2023, 2,742,405 RSUs were issued to officers of the Company. These RSUs are calculated using a share price of C$.024 on the
 applicable grant date and vested immediately.

 (3)

 In
 July 2023, 4,832,600 RSUs were issued to officers of the Company. These RSUs are calculated using a share price of C$.023 on the
 applicable grant date and will vest in one third increments on March 31, 2024, March 31, 2025, and March 31, 2026.

 (4)

 David
 Wiens resigned as the Company's CFO on October 31, 2023.

 (5)

 van Heerden became the Company's CFO on November 1, 2023.

 Grant
of Plan Based Awards

 On
June 01, 2023, 2,742,405 RSUs were issued to officers of the Company. These RSUs vested immediately.

 On
July 04, 2023, 4,832,600 RSUs were issued to officers of the Company. These RSUs will vest in one third increments on March 31, 2024,
March 31, 2025, and March 31, 2026.

 On
November 17, 2022, 3,378,548 RSUs were issued to officers of the Company. These RSUs will vest in one third increments on March 31, 2023,
March 31, 2024, and March 31, 2025.

 Outstanding
Stock Options Awards At Fiscal Year End

 The
following table provides a summary of equity awards outstanding at December 31, 2023, for each of the named executive officers.

 Option Awards

 Stock Awards

 Name

 Number of Securities Underlying Unexercised Options (#) Exercisable

 Number of Securities Underlying Unexercised Options (#) Unexercisable

 Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)

 Option Exercise Price
 (C$)

 Option
 Expiration
 Date

 Number of Shares or Units of Stock That Have Not Vested
 (#)

 Market Value of Shares or Units of Stock That Have Not Vested
 ($)

 Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
 (#)

 Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
 ($)

 Gerbrand van Heerden

 —

 —

 —

 —

 —

 —

 —

 —

 —

 Sam Ash

 —

 —

 —

 —

 —

 —

 —

 2,720,467

 226,260

 Richard Williams (1)

 2,968,244

 989,415

 —

 0.55

 April 20,
 2025

 —

 —

 2,329,304

 193,727

 David Wiens

 1,037,977

 —

 —

 0.335

 October 31,
 2024

 —

 —

 —

 —

 (1)

 As
 of December 31, 2023, Richard Williams held 3,750,000 vested DSU's and 1,250,000 unvested DSU's.

 Long-Term
Incentives and Compensation Plans

 As
part of its overall compensation, the Company provides for time-based RSUs, DSUs and options ("Options," and collectively
with RSUs and DSUs, "Awards") that may be granted to employees, officers and eligible consultants and directors of the Company
and its affiliates. Recipients of Awards are defined as "Participants".

 The
aim of the Company's compensation program is to attract and retain highly qualified executives and to link compensation to performance
and shareholder value. This must ensure that the compensation is sufficiently competitive to achieve this objective. The Board considers
a number of factors in order to determine compensation, including the Company's contractual obligations, the individual's
performance and other qualitative aspects of the individual's performance and achievements, the amount of time and effort the individual
will devote to the Company and the Company's financial resources.

 The
Company's compensation program is comprised of:

 (a)

 A
 base salary or management fee arrangement and benefits. The base salaries or management fee arrangements and benefits paid to
 the key executives are not based on any specific formula and are set so as to be competitive with other companies of similar size
 and state of development in the mineral industry. This base salary also includes sign-on incentives, which may be issued in the form
 of cash, RSUs, DSUs or Options.

 (b)

 A
 short-term incentive program in the form of bonuses. Bonuses are paid to key executives based on individual, team and Company
 performance and the executive's position in the Company. Any bonus awards are at the sole discretion of the Board.

 (c)

 Long-term
 incentives consist of DSUs, RSUs, and Options which provide the Board with additional long-term incentive mechanisms to align
 the interests of the directors, officers, employees or consultants of the Company with shareholder interests. These incentives also
 provides for, among other things, an accelerated vesting of awards in the event of a change in control, thereby aligning the Company's
 practices with current corporate governance best practices respecting a change in control.

 The
Board believe that equity-based compensation plans are the most effective way to align the interests of management with those of shareholders.
Long-term incentives must also be competitive and align with the Company's compensation philosophy.

 The
Company does not have a pension plan that provides for payments or benefits to its executive officers.

 Change
of Control Agreements

 The
Company has provided change of control benefits to certain senior officers to encourage them to continue their employment in the event
of a purchase, sale, reorganization, or other significant change in the business.

 If
the employment agreement of the senior officer is terminated by the (a) Company without just cause, or (b) senior officer for good reason
pursuant to the terms of the employment agreement, at any time within 12 months of a change of control, the Company is required to make
a lump sum severance payment equal to 24 months of base salary. In addition, at such time all Awards shall be deemed to have vested,
and all restrictions and conditions applicable to such Awards shall be deemed to have lapsed and the Awards shall be issued and delivered.

 Employment
Agreements

 The
Company has various employment agreements with certain executives, which provide for compensation and certain other benefits and for
severance payments under certain circumstances. Certain employment agreements also contain clauses that become effective upon a change
of control of the Company, as described above. The Company may be obligated to pay certain amounts to such employees upon the occurrence
of any of the defined events in the various employment agreements.

 Equity
Compensation Plan Information

 RSU
Plan

 On
August 4, 2023, the shareholders of the Company approved the Amended and Restated Restricted Stock Unit Incentive Plan of the Company
(the "RSU Plan"). Pursuant to the RSU Plan, restricted stock units ("RSUs") of the Company have been reserved
for purposes of possible future issuances, with each RSU representing the right to receive one share of Company common stock. The RSU
Plan is intended to enhance the Company's ability to attract and retain highly qualified officers, directors, key employees, consultants
and other persons, and to motivate such officers, directors, key employees, consultants and other persons to serve the Company and to
expend maximum effort to improve the business results and earnings of the Company by providing to such persons an opportunity to acquire
or increase a direct proprietary interest in the operations and future success of the Company. To this end, the RSU Plan provides for
the grant of RSUs and any of these awards of RSUs ("RSU Awards") may, but need not, be made as performance incentives to
reward attainment of annual or long-term performance goals of the Company.

 The
following information is intended to be a brief description and summary of the material features of the RSU Plan:

 (a)

 The
 maximum number of shares of common stock available for issuance under the RSU Plan is 26,581,075, subject to adjustment or increase
 of such number pursuant to the terms of the RSU Plan.

 (b)

 The
 number of share of common stock to be issued under the RSU Plan shall not exceed 10% of the total number of the issued and outstanding
 shares of common stock as of July 5, 2023.

 (c)

 In
 the event that an RSU Award is settled in cash, forfeited, surrendered, cancelled or otherwise terminated, the shares of common stock
 reserved for issuance in connection with such RSU Award will be returned to the pool of available common stock authorized for issuance
 under the RSU Plan and will be available for reservation pursuant to a new RSU Award grant.

 (d)

 RSU
 Awards may be made under the RSU Plan to any employee, director or consultant of the Company, as the Board shall determine and designate
 from time to time.

 (e)

 RSU
 Awards granted under the RSU Plan are subject to a minimum vesting period of one year, with certain exceptions.

 (f)

 RSU
 Awards granted under the RSU Plan may, in the discretion of the Board, be granted either alone or in addition to, in tandem with,
 or in substitution or exchange for, any other RSU Award or any award granted under another plan of the Company.

 (g)

 At
 the time a grant of RSUs is made, the Board may, in its sole discretion, establish a vesting period applicable to such RSUs, and
 each RSU Award may be subject to a different vesting period.

 Option
Plan

 Also
on August 4, 2023, the shareholders of the Company approved the Bunker Hill Mining Corp. Amended and Restated Stock Option Plan (the
"Option Plan"). Under the Option Plan, shares of common stock have been reserved for purposes of possible future issuance
of incentive stock options, non-qualified stock options, and stock grants to employees, directors and certain key individuals. The purpose
of the Option Plan is to advance the interests of the Company by (i) providing certain employees, senior officers, directors, or consultants
of the Company (collectively, the "Optionees") with additional performance incentives; (ii) encouraging share ownership by
the Optionees; (iii) increasing the proprietary interest of the Optionees in the success of the Company; (iv) encouraging the Optionees
to remain with the Company; and (v) attracting new employees, officers, directors and consultants to the Company.

 The
following information is intended to be a brief description and summary of the material features of the Option Plan:

 (a)
 The
 aggregate maximum number of shares of common stock available for issuance under the Option
 Plan is 10% of the outstanding common stock at any given time, subject to adjustment of such
 number pursuant to the terms of the Option Plan. Any shares of common stock subject to an
 option which has been granted under the Option Plan and which has been surrendered, terminated,
 or expired without being exercised, in whole or in part, will again be available under the
 Option Plan.

 (b)
 The
 exercise price of an option shall be determined by the Board at the time each option is granted,
 provided that such price shall not be less than the closing price of the common stock on
 the principal stock exchange(s) upon which the common stock is listed and posted for trading
 on the trading day immediately preceding the day of the grant of the option, less the applicable
 discount permitted by the TSX Venture Exchange, if any.

 (c)
 Options
 granted to persons conducting Investor Relations Activities (as defined in the Option Plan)
 for the Company must vest in stages over twelve months with no more than of the
 options vesting in any three-month period.

 (d)
 In
 the event an Optionee ceases to be eligible for the grant of options under the Option Plan,
 options previously granted to such person will cease to be exercisable within a period of
 12 months following the date such person ceases to be eligible under the Option Plan.

 (e)
 In
 the event that a take-over bid or issuer bid is made for all or any of the issued and outstanding
 common stock, then the Board may, by resolution, permit all options outstanding to become
 immediately exercisable in order to permit shares of common stock issuable under such options
 to be tendered to such bid.

 DSU
Plan

 On
April 21, 2020, the Board approved the adoption of the Company's Deferred Share Unit Plan (the "DSU Plan"), pursuant
to which the Board may grant DSUs to eligible persons under the DSU Plan. Each DSU entitles the grantee to receive on vesting an amount
equal to: (A) the number of vested DSUs elected to be redeemed multiplied by (B) the fair market value of the Company's common
stock less (C) any applicable withholdings pursuant to the DSU Plan. The purposes of the DSU Plan are to: (i) align the interests of
directors of the Company with the long term interests of shareholders of the Company; and (ii) allow the Company to attract and retain
high quality directors.

 The
following information is intended to be a brief description and summary of the material features of the DSU Plan:

 (a)

 A
 committee of directors of the Company appointed by the Board to administer the DSU Plan may grant DSUs to any director of the Company
 in its sole discretion.

 (b)

 Awards
 may be made under the DSU Plan to any director of the Company, as the committee appointed by the Board shall determine and designate
 from time to time.

 (c)

 Should
 the Company's common stock no longer be publicly traded at the relevant time such that the fair market value of the common
 stock cannot be determined in accordance with the formula set out in the definition of that term pursuant to the DSU Plan, the fair
 market value of a share of common stock shall be determined by the committee appointed by the Board in its sole discretion.

 (d)

 At
 the time a grant of DSUs is made, the committee appointed by the Board may, in its sole discretion, establish a vesting period applicable
 to such DSUs.

 The
general policy of the Board is that compensation for independent directors should be a fair mix between cash and equity-based compensation.
Additionally, the Company reimburses directors for reasonable expenses incurred during the course of their performance. There are no
long-term incentive or medical reimbursement plans. The Company does not pay directors, who are part of management, for Board service
in addition to their regular employee compensation. The Board determines the amount of director compensation. The board may appoint a
compensation committee to take on this role.

 The
following table provides a summary of compensation paid to directors during the year ended December 31, 2023.

 Fees Earned or Paid in Cash
 ($)

 Stock
 Awards
 ($)

 Option
 Awards
 ($)

 Non-Equity
 Incentive Plan
 ($)

 Nonqualified
 Deferred
 Earnings

 All Other
 ($) (1)

 Total
 ($)

 Dickson Hall

 —

 —

 —

 —

 —

 65,103

 65,103

 Mark Cruise

 31,240

 —

 —

 —

 —

 65,103

 96,343

 Richard Williams

 286,253

 339,846

 —

 —

 —

 —

 626,099

 Paul Smith

 19,322

 —

 —

 —

 —

 40,684

 60,006

 Pam Saxton

 34,832

 —

 —

 —

 —

 75,119

 109,951

 Cassandra Joseph

 34,832

 —

 —

 —

 —

 75,119

 109,951

 (1)

 DSUs
 granted to Dickson Hall, Mark Cruise, Pam Saxton, and Cassandra Joseph are calculated using a share price of C$0.23 on the
 applicable grant date.

 (2)

 DSUs
 granted to Paul Smith are calculated using a share price of C$0.22 on the applicable grant date.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 Directors
and Executive Officers

 The
following table sets forth the number of shares of Bunker Hill common stock owned beneficially by each director and named executive officer
of the Company as of March 5, 2024 (unless another date is specified by footnote below), and by all current directors and executive
officers of Bunker Hill as a group:

 Amount and Nature of

 Beneficial Ownership *

 Name of Individual or Group (a)

 Percent of

 Class (b)

 Richard Williams, Executive Chairman

 8,934,194
 (c)

 2.7
 %

 Sam Ash, CEO and Director

 4,551,713
 (d)

 1.4
 %

 David Wiens, Former CFO

 3,770,626
 (e)

 1.1
 %

 Cassandra Joseph, Director

 744,116
 (f)

 **

 Dickson Hall, Director

 736,000
 (g)

 **

 Pamela Saxton, Director

 483,000
 (h)

 **

 Mark Cruise, Director

 350,000
 (i)

 **

 Gerbrand Van Heerden, CFO

 **

 Paul Smith, Director

 **

 Current Directors and Executive Officers as a Group (a total of 8 persons)

 15,799,023

 4.7
 %

 *
 Unless
 otherwise indicated, each person listed has the sole power to vote and dispose of the shares
 listed. Pursuant to Rule 13d-3 under the Exchange Act, beneficial ownership includes shares
 as to which the individual or entity has or shares voting power or investment power, and
 any shares that the individual or entity has the right to acquire within 60 days of March
 5, 2024, including through the exercise of any option, warrant, or right. For each individual
 or entity that holds options, warrants or rights to acquire shares, the shares of Bunker
 Hill common stock underlying those securities are treated as owned by that holder and as
 outstanding shares when that holder's percentage ownership of Bunker Hill common stock
 is calculated. That Bunker Hill common stock is not treated as outstanding when the percentage
 ownership of any other holder is calculated.

 **
 The
 percent of class owned is less than 1%.

 (a)
 Except
 as otherwise indicated below, the address and telephone number of each of these persons is
 c/o Bunker Hill Mining Corp., 82 Richmond Street East, Toronto, Ontario M5C 1P1, Canada and
 (416) 477-7771, respectively.

 (b)
 Based
 on a total of 330,054,341 shares of Bunker Hill common stock outstanding as of March 5,
 2024.

 (c)
 (i) 3,529,064 shares of common stock, (ii) 3,957,659 shares subject to stock options exercisable
 within 60 days of March 5, 2024, (iii) 547,619 shares subject to warrants exercisable within
 60 days of March 5, 2024, and (iv) 899,852 shares subject to RSUs convertible within 60
 days of March 5, 2024.

 (d)
 (i) 2,550,877 shares of common stock, (ii) 988,503 shares subject to warrants exercisable
 within 60 days of March 5, 2024, and (iii) 1,012,333 shares subject to RSUs convertible

 (e)
 (i) 2,109,456 shares of common stock, (ii) 1,037,977 shares subject to stock options exercisable
 within 60 days of March 5, 2024, and (iii) 542,193 shares subject to warrants exercisable

 (f)
 (i) 403,558 shares of common stock and (ii) 340,558 shares subject to warrants exercisable

 (g)
 (i) 368,000 shares of common stock and (ii) 368,000 shares subject to warrants exercisable

 (h)
 (i) 273,000 shares of common stock and (ii) 210,000 shares subject to warrants exercisable

 (i)
 (i) 175,000 shares of common stock and (ii) 175,000 shares subject to warrants exercisable

 Holders
of More Than 5% of Bunker Hill Common Stock

 The
following table sets forth information (as of the date indicated) as to all persons or groups known to Bunker Hill to be beneficial owners
of more than 5% of issued and outstanding shares of Bunker Hill common stock as of March 5, 2024.

 Name and Address of Beneficial
 Holder

 Beneficially

 Owned

 Percent of Class (a)

 Sprott
 Asset Management LP, Royal Bank Plaza, South Tower, 200 Bay Street, Suite 2600, P.O. Box 26, Toronto, Ontario M5J 2J1,
 Canada

 135,177,742
 (b)

 31.9
 %

 Sprott Asset Management USA,
 Inc., 320 Post Road, Suite 230, Darien, Connecticut 06820

 Resource Capital Investment
 Corp., 1910 Palomar Point Way, Suite 200, Carlsbad, California 92008

 (a)
 Based
 on a total of 330,054,341 shares of Bunker Hill common stock outstanding as of March 5,
 2024.

 (b)
 (i) 42,093,972 shares of common stock, (ii) 339,000 shares subject to warrants exercisable
 within 60 days of March 5, 2024, and (iii) 92,744,770 shares subject to convertible debentures
 convertible within 60 days of March 5, 2024. This information is based on a Form 62-103F3
 (Required Disclosure by an Eligible Institutional Investor Under Part 4) filed on the SEDAR+
 website (www.sedarplus.ca) on January 10, 2024.

 Equity
Compensation Plan

 The
following table gives information about the Company's Equity Compensation Plan as of December 31, 2023:

 of securities to be issued upon exercise of outstanding options, warrants

 average exercise price of outstanding options, warrants

 of securities remaining available for future issuances under equity compensation plans, excluding securities reflected in column
 (a)

 Plan category

 (a
)

 (b
)

 (c
)

 Equity compensation
 plans approved by security holders

 8,970,636

 $
 0.38

 23,295,512

 Equity compensation plans
 not approved by security holders

 -

 -

 -

 Total

 8,970,636

 $
 0.38

 23,295,512

 of securities to be issued upon exercise of outstanding RSUs and DSUs

 average grant date price of outstanding RSUs and DSUs

 of securities remaining available for future issuances under equity compensation plans, excluding securities reflected in column
 (a)

 Plan category

 (a
)

 (b
)

 (c
)

 RSU
 Plan

 7,044,527

 $
 0.18

 19,536,548

 DSU Plan

 (1)

 $
 N/A

 N/A

 Total

 7,044,527

 $
 0.18

 19,536,548

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Relationships and Related Transactions

 There
were no material transactions, or series of similar transactions, during the Company's last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which the Company was or is to be a party, in which the amount involved exceeded
the lesser of $120,000 or one percent of the average of the small business issuer's total assets at year-end for the last three
completed fiscal years and in which any director, executive officer or any security holder who is known to the Company to own of record
or beneficially more than five percent of any class of the Company's common stock, or any member of the immediate family of any
of the foregoing persons, had an interest.

Independence

 The
Company's common stock is currently traded on the TSXV, under the symbol BNKR, and as such, is not subject to the rules of any
national securities exchange which requires that a majority of a listed company's directors and specified committees of its board
of directors meet independence standards prescribed by such rules. For the purpose of preparing the disclosures in this document with
respect to director independence, the Company has used the definition of "independent director" within the meaning of National
Instrument 52-110 – Audit Committees adopted by the Canadian Securities Administration and as set forth in the Marketplace
Rules of the NASDAQ, which defines an "independent director" generally as being a person, other than an executive officer
or employee of the company or any other individual having a relationship which, in the opinion of the company's board of directors,
would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

 Pam
Saxton, Cassandra Joseph, Mark Cruise, Dickson Hall and Paul Smith are currently the only "independent" directors of the
Company.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Audit
Fees

September 2, 2014, the Company appointed the firm of MNP LLP, Chartered Professional Accountants, as the Company's independent
audit firm.

 MNP
LLP, Chartered Professional Accountants, 50 Burnhamthorpe Road West, Mississauga, ON L5B 3C2, served as the Company's independent
registered public accounting firm for the years ended December 31, 2023 and 2022, and is expected to serve in that capacity for the ensuing
year 2024. Principal accounting fees for professional services rendered for the Company by MNP LLP for the years ended December 31, 2023
and 2022 are summarized in the following table:

 Year Ended
 December 31, 2023

 Year Ended
 December 31, 2022

 Audit

 $
 119,599

 $
 92,292

 Audit related

 93,663

 101,616

 Tax

 2,603

 -

 All other

 50,043

 95,387

 Total

 $
 265,908

 $
 289,295

 Audit
Related Fees

 The
aggregate fees billed by MNP LLP for assurance and related services that were related to its review of the Company's quarterly
financial statements.

 Tax
Fees

 The
aggregate fees billed by MNP LLP for tax compliance, advice and planning.

 All
Other Fees

 The
aggregate fees billed by MNP LLP for all other professional services, including services associated with financing activities.

 Audit
Committee's Pre-approval Policies and Procedures

 At
the Company's regularly scheduled and special meetings, the Board, or the Board-appointed audit committee, considers and pre-approves
any audit and non-audit services to be performed by the Company's independent registered public accounting firm. The audit committee
has the authority to grant pre-approvals of non-audit services.

 PART
IV

 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 (a)(1)(2)
Financial Statements and Financial Statement Schedule.

 The
financial statements and financial statement schedules identified in Item 8 are filed as part of this report.

 (a)(3)
Exhibits.

 The
exhibits required by this item are set forth on the Exhibit Index below.

 Exhibit
 No.

 Description

 3.1

 Amended and Restated Articles of Incorporation of Liberty Silver Corp., effective as of January 30, 2015 (incorporated by reference to Exhibit 3.9 to the Form S-1 filed on October 27, 2020)

 3.1.1

 Certificate of Amendment to Articles of Incorporation for Nevada Profit Corporations, effective as of September 29, 2017 (incorporated by reference to Exhibit 3.7 to the Form 8-K filed on September 18, 2017)

 3.1.2

 Certificate of Change, effective as of May 3, 2019 (incorporated by reference to Exhibit 3.10 to the Form S-1 filed on October 27, 2020)

 3.1.3

 Certificate of Amendment, dated as of June 17, 2020 (incorporated by reference to Exhibit 3.11 to the Form S-1 filed on October 27, 2020)

 3.1.4

 Certificate of Amendment, dated as of November 17, 2022 (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on November 18, 2022)

 3.1.5

 Certificate of Correction, dated as of December 6, 2022 (incorporated by reference to Exhibit 3.5 to Amendment No. 1 to the Form S-1 filed on December 23, 2022)

 3.2

 Amended and Restated Bylaws of Liberty Silver Corp., dated as of December 21, 2012 (incorporated by reference to Exhibit 3.6 to the Form 8-K filed on December 28, 2012)

 4.1

 Warrant Indenture, dated as of August 14, 2020 (incorporated by reference to Exhibit 4.1 to the Form S-1 filed on October 27, 2020)

 4.2

 Form of Warrant Certificate, dated as of February 2021 (incorporated by reference to Exhibit 4.2 to Amendment No. 3 to the Form S-1 filed on January 25, 2023)

 4.3

 Underlying Warrant Indenture, dated as of April 1, 2022, by and between Bunker Hill Mining Corp. and Capital Transfer Agency (incorporated by reference to Exhibit 10.13 to the Form S-1 filed on May 2, 2022)

 4.4

 Special Warrant Indenture, dated as of March 27, 2023, by and between Bunker Hill Mining Corp. and Capital Transfer Agency ULC, as warrant agent (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on March 31, 2023)

 4.5

 Warrant Indenture, dated as of March 27, 2023, by and between Bunker Hill Mining Corp. and Capital Transfer Agency ULC, as warrant agent (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on March 31, 2023)

 10.1

 Settlement Agreement and Order on Consent for Response Action by Bunker Hill Mining Corp., effective as of May 15, 2018 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 21, 2018)

 10.1.1

 First Amendment to the Settlement Agreement with EPA, effective as of December 19, 2021 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 3, 2022)

 10.2

 Purchase and Sale Agreement for the Bunker Hill Mine, dated as of December 15, 2023, by and among Placer Mining Corporation, William Pangburn and Shirley Pangburn, as sellers, and Silver Velley Metals Corp., as buyer (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on January 3, 2022)

 10.3

 Form of Secured Convertible Debenture, dated as of January 28, 2022 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on February 4, 2022)

 10.4

 Secured Royalty Convertible Debenture, dated as of January 7, 2022, held by Sprott Private Resource Streaming and Royalty (Collector), LP (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on February 4, 2022)

 10.5*

 Omnibus Agreement Amendment, dated as of January 28, 2022, by and among Silver Valley Metals Corp. and Bunker Hill Mining Corp., as obligors, and the other party named therein

 Exhibit
 No.

 Description

 10.6

 Second Omnibus Amendment Agreement, dated as of June 17, 2022, by and among Silver Valley Metals Corp. and Bunker Hill Mining Corp., as obligors, and the other parties named therein (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to the Form S-1 filed on December 23, 2022)

 10.7*

 Third Omnibus Amendment Agreement, dated as of December 5, 2022, by and among Silver Valley Metals Corp. and Bunker Hill Mining Corp., as obligors, and the other parties named therein

 10.8

 Fourth Omnibus Amendment Agreement, dated as of June 23, 2023, by and among Silver Valley Metals Corp. and Bunker Hill Mining Corp., as obligors, and the other parties named therein (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on June 29, 2023)

 10.6

 Asset Sale and Purchase Agreement for the Pend Oreille Process Plant, dated as of March 1, 2022, by and between Silver Valley Metals Corp. and Teck Washington Incorporated (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on March 14, 2022)

 10.7

 Series 2 Convertible Debenture, dated as of June 17, 2022, held by the holder named therein (incorporated by reference to Exhibit 10.5 to Amendment No. 1 to the Form S-1 filed on December 23, 2022)

 10.8

 Bridge Loan Facility, dated as of December 5, 2022, by and between Bunker Hill Mining Corp., as borrower, Silver Balley Metals Corp., as guarantor, and the lenders named therein (incorporated by reference to Exhibit 10.6 to Amendment No. 1 to the Form S-1 filed on December 23, 2022)

 10.9

 Form of Subscription Agreement for Special Warrant Financing, dated as of March 27, 2023, by and between Bunker Hill Mining Corp. and each Purchaser (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on March 31, 2023)

 10.10

 Metals Purchase Agreement, dated as of June 23, 2023, by and among Silver Valley Metals Corp., as seller, Bunker Hill Mining Corp., and the purchaser named therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on June 29, 2023)

 10.11

 Loan Agreement, dated as of June 23, 2023, by and among Bunker Hill Mining Corp., as borrower, Silver Valley Metals Corp., as guarantor, and the lenders and agent named therein (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on June 29, 2023)

 10.12

 Royalty Agreement, dated as of June 23, 2023, by and among Bunker Hill Mining Corp., as guarantor, Silver Valley Metals Corp., as grantee, and grantee and royalty holder named therein (incorporated by reference to Exhibit 10.4 to the Form 8-K filed on June 29, 2023)

 10.13

 Bunker Hill Mining Corp. Amended and Restated Restricted Stock Unit Incentive Plan, effective as of August 4, 2023 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on August 11, 2023)

 10.14

Hill Mining Corp. Amended and Restated Stock Option Plan, effective as of August 4, 2023 (incorporated by reference to Exhibit 10.2 to
the Form 8-K filed on August 11, 2023)

 10.15 *

 Bunker Hill Mining Corp. Deferred Share Unit Plan, effective as of April 21, 2020

 10.16 *

 Form of Board Member Agreement

 21.1

 List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Form 10-KT filed on April 1, 2021)

 23.2*

 Consent of Independent Registered Public Accounting Firm

 23.3*

 Consent of Resource Development Associates Inc.

 23.4*

 Consent of Robert H. Todd

 23.5*

 Consent of Peter Kondos

 31.1*

 Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1**

 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2**

 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 95.1*

 Mine Safety Disclosure pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act

 96.1

 S-K 1300 Technical Report Summary, Bunker Hill Mine Pre-Feasibility Study, Coeur d'Alene Mining District, Shoshone County, Idaho, USA (incorporated by reference to Exhibit 96.1 to the Form 10-K filed on April 17, 2023)

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *
 Filed
 herewith.

 **
 Furnished
 herewith.

 Management
 contract or compensatory plan, contract or arrangement.

 schedules or similar attachments to this exhibit have been omitted in accordance with Item
 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish supplementally to the
 Securities and Exchange Commission upon request a copy of any omitted schedule or attachment
 to this exhibit.

 ITEM
16. FORM 10-K SUMMARY

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

 By:

 /s/
 Sam Ash

 Sam
 Ash, Chief Executive Officer, Principal Executive Officer

 By:

 /s/
 Gerbrand Van Heerden

 Van Heerden, Chief Financial Officer and Corporate Secretary, Principal Financial Officer, Principal Accounting Officer

 Date:

 March

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Date:

 March

 By:

 /s/
 Sam Ash

 Name:

 Sam
 Ash

 Chief
 Executive Officer, Principal Executive Officer

 Date:

 March

 By:

 /s/
 Gerbrand Van Heerden

 Name:

 Van Heerden

 Chief
 Financial Officer and Corporate Secretary, Principal Financial Officer, Principal Accounting Officer

 Date:

 March

 By:

 /s/
 Richard Williams

 Name:

 Richard
 Williams

 Executive
 Chairman and Director

 Date:

 March

 By:

 /s/
 Dickson Hall

 Name:

 Dickson
 Hall

 Date:

 March

 By:

 /s/
 Mark Cruise

 Name:

 Mark
 Cruise

 Date:

 March

 By:

 /s/
 Cassandra Joseph

 Name:

 Cassandra
 Joseph

 Date:

 March

 By:

 /s/
 Pamela Saxton

 Name:

 Pamela
 Saxton

 Date:
 March 12, 2024

 By:

 /s/
 Paul Smith

 Name:

 Paul
 Smith