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 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, 2024

 OR

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

 For
the transition period from to

 Commission
file number: 333-150028

 BUNKER
HILL MINING CORP.

 (Exact
name of registrant as specified in its charter)

 Nevada

 32-0196442

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 300-1055
 West Hastings Street

 Vancouver,
 British Columbia, Canada

 V6E
 2E9

 (Address
 of principal executive offices)

 (Zip
 Code)

 (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 definitions 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 Act). Yes No

 As
of June 30, 2024, 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 $ 39,640,443.

 Number
of shares of common stock outstanding as of March 28, 2025: 359,438,769

 TABLE
OF CONTENTS

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 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 AND FINANCIAL STATEMENT SCHEDULES

 ITEM 16. FORM 10-K SUMMARY

 SIGNATURES

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 Bunker 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 (the "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.

 This Annual Report on Form 10-K (this "Annual
Report"), including "Management's Discussion and Analysis of Financial Condition and Results of Operations"
 in Item 7 of this report, contains "forward-looking statements" within the meaning of the Securities Act (as defined
below) and the Exchange Act (as defined below), and "forward-looking information" within the meaning of Canadian securities
laws (collectively, "forward-looking statements"). Any statements that express or involve discussions with respect to business
prospects, predictions, expectations, beliefs, plans, intentions, projections, objectives, strategies, assumptions, future events, performance
or exploration and development efforts using words or phrases (including negative and grammatical variations) such as, but not limited
to, "expects," "anticipates," "plans," "estimates," "intends," "forecasts,"
"likely," "projects," "believes," "seeks," or stating that certain actions, events or
results "may," "could," "would," "should," "might" or "will" be
taken, occur or be achieved, are not statements of historical fact and may be forward-looking statements. Although we believe that our
plans, intentions, and expectations reflected in these forward-looking statements are reasonable, we cannot be certain that these plans,
intentions, and expectations will be achieved. Actual results, performance, or achievements could differ materially from those contemplated,
expressed or implied by the forward-looking statements contained in this Annual Report. Forward-looking statements in this Annual Report
include, but are not limited to, statements regarding the following:

 our business, prospects, and overall strategy;

 progress in the development of our Bunker Hill Mine and the timing of that progress;

 planned or estimated expenses and capital expenditures, including the Bunker Hill Mine's expected costs of construction and operation and the sources of funds to pay for such costs;

 availability of liquidity and capital resources;

 our ability to achieve the full amount of funding support from Monetary Metals, Teck and Sprott under existing or pending agreements;

 our ability to secure additional funding, including the March 2025 announced debt restructure and equity offering or the timing of any funding initiative;

 our ability to secure capital in order to avoid a reorganization or other
liquidation;

 or any further initiatives or advancements that may be undertaken relating to the Bunker Hill Mine; and

 our business, prospects, and overall strategy.

 Forward-looking statements are based on our current
expectations and assumptions that are subject to a variety of known and unknown risks, uncertainties and other factors that could cause
actual events or results to differ materially from those expressed or implied by the forward-looking statements, including, but not limited
to, the following:

 the sufficiency of existing cash resources to enable us to continue operations for the next 12 months as a going concern;

 our lead concentrate offtake agreement may not be reached, which could result in less favorable commercial terms for the sale of concentrates;

 we may not 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;

 we may not able to achieve our targeted production timeline for the Bunker Hill Mine which would increase the Company's required capital needs through the completion of the project;

 we may not be able to secure additional funding, which would impact our ability to commence operations or continue operations of the Bunker Hill Mine;

 payment bonds securing the EPA cost recovery costs may not be renewed or not be renewable on acceptable terms;

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

 commodity price volatility could have dramatic effects on the results of our planned operations and the Company's ability to execute its business plan;

 the impact of potential new and/or increased tariffs and other trade restrictions on the global trade industry;

 the Company's development and production plans, and cost estimates, in its resource estimates may vary and/or not be achieved;

 the Idaho Department of Environmental Quality ("IDEQ ") wastewater treatment costs payable by the Company are not controlled by the Company;

 estimates of mineral reserves and resources are subject to evaluation uncertainties that could materially impact the Bunker Hill Mine project;

 we are subject to significant governmental regulations that affect our current and planned operations;

 our ability to obtain required permits and licenses to place our Bunker Hill Mine into production;

 our activities are subject to environmental laws and regulations that may increase its costs of doing business and restrict its operations;

 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;

 land reclamation requirements for the Company's properties may be burdensome and expensive;

 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;

 metal prices are highly volatile and can impact our ability to profitably operate;

 a shortage of equipment and supplies could adversely affect our ability to operate its business;

 joint ventures and other partnerships, including offtake arrangements, may expose the Company to risks;

 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 our business and financial condition.;

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

 the Company may be unable to secure surface access or purchase required surface rights;

 the Company's properties and operations are subject to litigation claims, including the current Crescent Mine litigation;

 the Company's operations are dependent on information technology systems that may be subject to network disruptions or cyber-attacks;

 the Company's common stock is thinly traded and the price can be volatile and as a result, investors could lose all or part of their investment;

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

 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, or consultant stock options or other stock-based compensation or if the Company sells additional shares of common stock and/or warrants to finance its operations;

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

 risk factors discussed in this Annual Report; and

 other factors, many of which are beyond our control.

 This list is not exhaustive of all the risk factors
that may affect our forward-looking statements.

 Although we have attempted to identify important factors
that could cause actual results, performance, or achievements to differ materially from those described in forward-looking statements,
there may be other factors that could cause results, performance, or achievements not to be as anticipated, estimated, intended, or expected.
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance,
or achievements may vary, possibly materially, from those anticipated, estimated, intended, or expected. We caution readers not to place
undue reliance on any such forward-looking statements. Except as required by law, we disclaim any obligation to revise or update any forward-looking
statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated
events. We qualify all of the forward-looking statements contained in this Annual Report by the foregoing cautionary statements. We
advise you to carefully review the reports and documents we file from time to time with the SEC and with the Canadian securities regulatory
authorities. The reports and documents filed by us with the SEC are available at www.sec.gov and with the Canadian securities regulatory
authorities under the Company's profile at www.sedarplus.ca.

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

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

 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 U.S. securities laws. Prior 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 a "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

Hill Mining Corp. was incorporated under the laws of Nevada in 2007 under its former name Lincoln Mining Corp. We have one wholly
owned subsidiary, Silver Valley Metals Corp. Our business address is 1009 McKinley Ave, Kellogg, ID 83837, USA. The telephone number
for our office is +1 604 417 7952. We maintain a corporate website at

 Overview

 The
Company's 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, historically 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 purpose of mineral exploration at the Bunker Hill 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) advancing the construction of the facilities. Subject to securing additional financing discussed in Item 7, "Subsequent Events" operations are planned
to commence in 2026.

 2024
Developments

 Project Development

the course of 2024 the Wardner operating yard, the base for Bunker Hill's future mining operations, continued to undergo
significant change as new offices were installed and major earthworks were undertaken to create the footprint for the operating
set-up. Underground, rehabilitation continued to upgrade the historic infrastructure for modern active mining and as part of this a
400hp primary ventilation fan was installed – complete with automatic air doors – and major work was undertaken to
reinforce the decline as it goes through the Cate Fault area (the one major fault high in the Mine). In parallel with this activity,
the Underground ("UG") team continued to build up its fleet of heavy mobile equipment.

 In
the main Kellogg yard, construction of the Process Plant advanced significantly with the Plant building structurally complete by
year-end. Several remaining pieces of key equipment are still to be placed with the majority of the remaining work spanning
electrical and piping installation. The Filter Plant also got underway and at year-end had complete foundations and a fully erected
main Filter Feed Tank. During the quarter ended December 31, 2024 Avista Utilities installed the main power feed from the Kellogg
substation to the yard to ensure the electrical infrastructure is set-up for the significant power draw that will come with
restart. Throughout 2024 refurbishment of Pend Oreille and other used mill equipment advanced as did procurement such that both areas were essentially complete by year ended December 31, 2024.

 Financial
Instruments in 2024

 On
August 8, 2024, the Company and its subsidiary Silver Valley Metals Corp. (formerly American Zinc Corp.) ("Silver
Valley") entered into a secured promissory note purchase agreement with Monetary Metals Bond III LLC ("Monetary
Metals"), a Delaware limited liability company established by Monetary Metals & Co., pursuant to which Monetary Metals
agreed to purchase, and Silver Valley agreed to issue and sell to Monetary Metals, a secured promissory note (the
"Note") in a private placement. Pursuant to the Note, Monetary Metals agreed to loan to Silver Valley, in one or more
tranches, up to an aggregate principal amount of U.S. dollars equal to 1.2 million ounces of silver (the "Silver Loan").
On August 8, 2024, the Company closed the first tranche of the Silver Loan in the principal amount of $16,422,039, being the number
of U.S. dollars equal to 609,805 ounces of silver. After deduction of financing costs and the first-year interest, the Company
received $13,225,005. The Silver Loan is for a term of three years, secured against the Company's assets and repayable in
cash or silver ounces. The Silver Loan bears interest at the rate of 15% per annum, payable in cash or silver ounces on the last
day of each quarterly interest period. On September 25, 2024, the Company closed the second tranche Silver Loan in the principal
amount of $6,369,000, being the number of U.S. dollars equal to 200,000 ounces of silver. After deduction of financing costs and the
first-year interest the Company received $5,352,438. On November 6, 2024, the Company closed the third tranche Silver Loan in the
principal amount of $6,321,112, being the number of U.S. dollars equal to 198,777 ounces of silver. After deduction of financing costs
and the first-year interest the Company received $5,422,474. On November 8, 2024, the Company closed the fourth tranche Silver Loan
in the principal amount of $1,250,000, being the number of U.S. dollars equal to 39,620 ounces of silver. After deduction of financing
costs and the first-year interest the Company received $1,076,563. On December 30, 2024, the Company closed the fifth tranche Silver
Loan in the principal amount of $1,478,847, being the number of U.S. dollars equal to 50,198 ounces of silver. After deduction of
financing costs and the first-year interest the Company received $1,201,781.

 A
series of related transactions also took place concurrently with closing
of the Silver Loan in August 2024 to amend certain terms of the existing financing package with Sprott Private Resource Streaming &
Royalty Corp. ("Sprott"). Firstly, the maturity dates of the series 1 convertible debentures and series 2 convertible debentures
(together, the "Debentures") previously issued by the Company to Sprott were extended from March 31, 2026 to March 31, 2028
and March 31, 2029, respectively. Additionally, the termination date of the royalty put option (the "Royalty Put Option")
previously granted by the Company to Sprott was amended from the later of the payment in full of the Debentures and the exercise of the
Royalty Put Option, to the later of the payment in full of the Debentures and March 31, 2029. The Company also amended certain terms of
the existing loan agreement (the "Sprott Loan") dated as of June 23, 2023, by and among (i) the Company, (ii) Silver Valley,
and (iii) Sprott Private Resource Streaming and Royalty (US Collector), LP and Sprott Private Resources Streaming and Royalty Annex (US
Collector), LP (collectively, the "Sprott Lenders") to extend the maturity date of the Sprott Loan from June 30, 2027 to June
30, 2030 and increase the interest payable from June 30, 2027 onwards from 10% to 15%.

 As consideration for advancing the Silver
Loan, the Company agreed to issue to Monetary Metals, subject to prior TSXV approval, non-transferable bonus share purchase warrants
(the "Bonus Warrants") in one or more tranches. The number of Bonus Warrants issued in each tranche will be equal to (a)
in connection with the first tranche, two times the number of ounces of silver advanced by Monetary Metals under the first tranche (the
"Base Warrants") and a bonus ratchet of (i) 2.5% of the Base Warrants if at least 500,000 and up to 599,999 silver ounces
are advanced, (ii) 5.0% of the Base Warrants if up at least 600,000 and up to 699,999 silver ounces are advanced, (iii) 10.0% of the
Base Warrants if at least 700,000 and up to 799,999 silver ounces are advanced, and (iv) 15.0% of the Base Warrants if at least 800,000
silver ounces are advanced; and (b) in connection with any additional tranches, two times the number of ounces of silver advanced under
such tranche. In any event, the number of Bonus Warrants issuable to Monetary Metals is subject to a cap of 3,000,000 Bonus Warrants.

 On
December 12, 2024, the Company drew $5,000,000 on the Sprott debt facility. As consideration for Sprott advancing the facility,
the Company granted a royalty for 0.5% 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. A 0.35%
rate will apply to claims outside of these areas.

 Project
Forecast Update (December 2024)

 On
December 13, 2024, the Company announced that the Bunker Hill Mine restart project underwent a strategic review resulting in an
updated timeline and capital requirements. Pursuant to this review, the Company updated its forecast for a total restart expenditure
(excluding working capital) of $103 million, up from the previously forecasted $67 million and the $56 million in the 2022
Pre-Feasibility Study (the "PFS"), with the restart project anticipated to be delayed by up to four months. To provide
sufficient project financing for the ongoing development of the Bunker Hill Mine, the Company announced its intention to draw down
in tranches on the $21 million standby facility (the "Standby Facility") provided by Sprott and finalize the ongoing
discussions with its strategic partners for potential offtake or similar financing for an additional $30 million.

 On
December 19, 2024, the Company drew $5,000,000 on the Standby Facility. As consideration for Sprott advancing the facility, the Company
granted a royalty for 0.5% 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. A 0.35% rate will apply to claims
outside of these areas.

 Company
History

 In
early 2020, a 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, 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

 Prior
to purchasing the Mine in January 2022, 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 EPA 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 the amendment,
which was made.

 Pursuant to the December 2021 Agreement, the
remaining $17,000,000 would be paid on the following dates:

 Date

 1, 2024

 $

 November 1, 2025

 $

 1, 2026

 $

 1, 2027

 $

 1, 2028

 $

 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. In June 2022, the Company was successful in obtaining financial
assurance. The amount of the bonds or letters of credit will decrease over time as individual payments are made.

 In December 2024, the Company made
the second payment under the 2021 Amended Settlement Agreement in the amount of $3,000,000. As a result, the remainder of the
payment obligation is $14,000,000. As of December 31, 2024, the Company had two payment bonds of $9,999,000 and $4,001,000 in place
to secure this liability. As of January 20, 2025 the collateral for the payment bonds are comprised of $2,975,000 letter of credits
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).

 2023 Financings

 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 Limited ("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 $837,459 (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.

 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 Bridge Loan was repaid from the proceeds of the Stream. The parties also agreed to extend the maturities of the
CD1 and CD2 debentures to March 31, 2026, when the full $6 million and $15 million, respectively, will become due.

 During 2023 a subsidiary of Teck exercised its option for a minimum 5-year, 100% offtake of Bunker Hill's zinc and lead
concentrates at its smelter in Trail, British Columbia, ensuring a long-term, sustainable revenue source.

 Process
Plant Purchase

 On
May 13, 2022, the Company completed the purchase of a comprehensive package of equipment and parts inventory from Teck's Pend Oreille
site (the "Process Plant") in eastern Washington State. The package comprised 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.

 Business
Operations

 The
Mine is a zinc-lead-silver mine. When in production, the Company intends to mill polymetallic mineralizaton on-site to produce
both zinc and lead-silver concentrates which will then be shipped to 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 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
will be necessary to obtain one additional operations permit, the air quality permit, from the IDEQ prior to commencement of mine operations. As the air quality permit is required for operations, 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 440 patented mining claims covering over 5,700 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 had forty full time employees as of December 31, 2024. The balance of the Company's operations is comprised of
contracted labor and consultants.

 Available
Information

 We make available, free of charge, on
or through our Internet website, at www.bunkerhillmining.com, our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange
Act. Our website and the information contained therein or connected thereto are not intended to be, and are not, incorporated into this
Annual Report.

 Our reports and other information can
be inspected on the SEC's website at www.sec.gov. The Company also files reports under Canadian regulatory requirements
on the System for Electronic Document Analysis and Retrieval ("SEDAR+"). The Company's reports which are filed on SEDAR+
can be found under the Company's SEDAR+ profile at www.sedarplus.ca.

 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

 There
is substantial doubt about our ability to continue as a going concern.

 To
date, the Company has earned no revenue from operations and has an accumulated deficit of $110,366,721 as of December 31, 2024. In addition,
the Company has limited financial resources. As of December 31, 2024, the Company had cash and equivalents of $3,786,277 (excluding $4,474,000
of restricted cash) and a working capital deficit of $20,311,773. Continuation as a going concern is dependent upon achieving future
financing or strategic transactions, including but not limited to a possible debt funding package from the Export-Import Bank of the
United States ("EXIM"), a restructuring of the Company's outstanding debt alongside
an equity financing and new standby facility. However, there is no assurance that the Company will be able to successfully complete these financing and/or strategic transactions. Accordingly, there is substantial doubt as to whether existing cash resources and working
capital are sufficient to enable the Company to continue its operations for the next 12 months as a going concern. Ultimately, if the
Company is unable to secure sufficient additional financial resources, the Company may need to curtail or suspend its development or
operations plans regarding the Bunker Hill Mine. The accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. The consolidated financial statements do not include any adjustments that may result from
the outcome of this uncertainty. Such adjustments could be material.

 The Company's
consolidated financial statements do not give effect to any adjustments required to realize its assets and discharge its liabilities
in other than the normal course of business and at amounts different from those reflected in the accompanying Financial Statements.

 The Company's planned debt restructure
and equity financing may not be finalized, or timely finalized, which could lead to the Company being required to cease development activities
and place the Mine on care and maintenance or require the Company to enter reorganization and/or liquidation proceedings.

 The Company plans to restructure its debt, raise equity
and/or engage in other restructuring/financing activities. If these financing efforts are delayed or are not successful, there is risk
that, among other things:

 third
 parties lose confidence in our ability to execute on the Company's business strategy;

 it
 may become more difficult to attract, retain or replace key employees, and the Company's employees could be distracted from
 performance of their duties or more easily attracted to other career opportunities;

 the
 Company could lose some or a significant portion of its liquidity, as a result of, among other things, stricter credit terms from
 suppliers, the commencement of reorganization, bankruptcy or insolvency proceedings or the inability to provide adequate protection
 to our secured lenders to permit us to access some or all of our cash; and

 the
 Company's suppliers, vendors and service providers and applicable regulatory authorities could seek to renegotiate the terms
 of the Company's arrangements, terminate their relationship with the Company or require financial assurances from the Company.

 Additionally, in accordance with the TSX-V policies,
the approval of the Company's stockholders will be required with respect to any Control Person (as defined in the TSX-V policies)
with over 20% ownership in the Company as a result of these equity/debt financing transactions. In lieu of a special meeting of its stockholders,
the Company intends to obtain the written consent of disinterested stockholders holding more than 50% of the current issued and outstanding
Common Shares, which stockholder consent will exclude any votes held by a Control Person (each as defined in the TSX-V policies). There
can be no assurance that this stockholder consent will be successfully obtained upon the completion of these equity/debt financing transactions.

 The
Bunker Hill Mine restart has been delayed to 2026. Further changes to this timeline, or other factors impacting the
restart project budget, will 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.

 On December 13, 2024 the Company announced that the Bunker Hill Mine restart
project underwent a strategic review resulting in an updated timeline and capital requirements. Pursuant to this review, the Company now
forecasts a total restart expenditure (excluding working capital) of $103,000,000, up from the previously forecasted $67,000,000 and $56,000,000
in the PFS, with the restart project anticipated to be delayed by up to four months. To provide sufficient project financing for the ongoing
development of the Bunker Hill Mine, the Company has been drawing down in tranches on the Standby Facility provided by Sprott and seeking
to finalize the ongoing discussions with its strategic partners for potential offtake or similar financing for up to an additional $40,000,000.

 However,
the estimated timing of the Bunker Hill Mine restart is subject to change further 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 further based on factors beyond its control, including but not limited to cost inflation and supply chain
dynamics. Any further increase in the Company's pre-production budget estimates could have a materially adverse impact on the
Company's ability to secure additional financing. This could have a material adverse effect on the Company's financial
condition, results of operations, or prospects. Sales of substantial amounts of securities will 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 is a pre-production development company, and has not yet commenced
commercial production and, therefore, has not generated positive cash flows 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 capital. There is no assurance that
additional capital 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, secure additional debt
financing, or secure other financing. As a result the Company may not be able to timely continue its development plans or continue
as a going concern.

 Payment
bonds securing $14,000,000 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 $14,000,000 of payments due to the EPA for cost recovery between 2025 and 2029. These bonds are renewed
annually, and as of December 31, 2024, require $4,475,000 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 no recent 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 concentrates from the Bunker Hill
Mine. The Mine is a historic, past producing mine with limited exploration work since its closure in 1981. 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, 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,

 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 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 base metal concentrates 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:

 $15,649,142
 for the year ended December 31, 2024;

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

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

 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.

 Government actions, such as tariffs and/or foreign
policy actions could adversely and unexpectedly impact the Company's business.

 As a result of the 2024 United States federal election,
there is an increased risk that the United States could implement new and/or increased tariffs and other trade restrictions on all exports
to the United States or that other counties could implement reciprocal measures on imports from the United States. The extent of such
measures and their impact is unknown, and there is a risk that they could have a significant effect on the Company's financial performance
and/or business outlook.

 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 uncertainties;

 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 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 (as defined below) will be realized. The decision to implement the
Mine restart scenario to be included in the Technical Report Summary was not 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 on behalf of the EPA who is the owner of the water treatment plant. The water treatment costs
that the Company 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 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 the plant is now capable of producing treated
water that 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 and has no advance notice of what the percentage of indirect cost will be until it receives an 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 on a 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 expand the known mineralization and/or identify new mineral zones or
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 will be necessary to obtain the following environmental permit or approved plan prior to commencement
of mine operations:

 Air
 quality operating permit

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

 Reclamation
 and closure plan

 If a reclamation and closure plan is required, there can be no assurance that the Company will be able to obtain it 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 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 for capital with other companies that produce its planned commercial products.
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.

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

prices are 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, lead and zinc, 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. Specifically the Company has offtake and strategic relationships with Sprott, Teck, and Monetary Metals. Any failures
of these or future 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 officers and directors. 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 officers, directors, 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. The Mine is located in an area active in mining activities, and we compete with other companies for personnel and
talent. 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.

 Certain
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. Recent developments in U.S. and Canadian trade and tariff discussions have created an environment that can and has
affected the currency exchange. 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 a
historic mining district 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.

 The Company is currently engaged in a legal dispute with Crescent Mining. See Item 3: Legal Proceedings for further information. It is
uncertain the outcome or impact of the litigation on the Company's financial condition or ability to operate in the area of dispute.

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 be unable to purchase additional mining properties.

 If
the Company loses or abandons its interests in its mineral properties, or plans further property acquisition as part of its business
plan, there is no assurance that it will be able to acquire another mineral property of merit. There is also no guarantee that the Company will be able to obtain necessary capital to acquire any additional properties, 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. In late 2024, the Company retained a third party cyber assessment firm to complete an audit and make
recommendations for updates to the Company's IT system and related policies and procedures.

 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 is historically volatile and trading volume changes rapidly, 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 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 publish.

 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. During the year ended December 2024 we engaged a third party firm to perform a cybersecurity audit. Their findings and
considerations were reported to the executive team and the board of directors, and an implementation plan is being crafted. The
report did not identify any risks that are reasonably likely to materially affect the Company, including its business strategy, results of
operations, or financial condition. 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 the Company's Chief Financial Officer (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 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, historically 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

 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, 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, 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, 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 "Technical Report Summary"). 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 Summary
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.

 Technical
Report 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 the Mine 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, 2024 – 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 U.S.$/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, 2024 – 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 U.S.$/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 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 currently exists and will be reviewed at a point in time
when 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. The Company intends to complete such a study that will conform with ISO,
IFC, and GRI standards after receiving all of its required operational and environmental permits.

 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 reconstruct a crush-grind-flotation-concentration mill from the nearby Pend Oreille 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 Qualified Persons 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
resources to indicated resources.

 Table
1-6 Proposed Work Program to Advance Bunker Hill

 Activity

 ($ 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 was 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 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 pending 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.

 Crescent
Mining Litigation

 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 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.

 In December 2024, the Company engaged in mandatory mediation with Crescent on the consolidated claims with no resolution of the matter.

 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 TSXV under the symbol "BNKR" and on the OTCQB under the symbol "BHLL".

 Stockholders

 As
of March 28, 2025, 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

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

 The
Company and 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 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. On April 4, 2024, the Company issued 6,398,439
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, 2024. On July 8, 2023, the Company issued 4,653,409 shares of common stock in connection with its election
to satisfy interest payments under the outstanding convertible debentures for the three months ended June 30, 2024. On October 3, 2024,
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, 2024. On October 28, 2024, the Company issued 750,000 shares of common
stock in connection with settlement of DSUs. 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, 2024, the Company issued 9,720,403 restricted stock units ("RSUs") and 87,493 options
to purchase shares of common stock of the Company to directors, employees and consultants under the Company's equity incentive
plans.

 On
March 28, 2024, the Company issued 2,546,436 shares of common stock at a deemed price of C$0.125 for the settlement of RSUs.

 On
April 16, 2024, the Company issued 100,000 shares of common stock at a deemed price of C$0.13 for the settlement of RSUs.

 On
November 16, 2024, the Company issued 21,000 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.

 Warrants
Issued

 On
August 9, 2024, the Company issued 1,280,591 Bonus Warrants to Monetary
Metals Bond III LLC in connection with the Silver Loan. Each such warrant will entitle the holder to acquire one share of common stock
of the Company at an exercise price of C$0.16. Each such warrant is exercisable until August 8, 2027.

 On
October 1, 2024, the Company issued 400,000 Bonus Warrants to Monetary
Metals in connection with the Silver Loan. Each such warrant will entitle the holder to acquire one share of common stock of the Company
at an exercise price of C$0.16. Each such warrant is exercisable until August 8, 2027.

 On
November 15, 2024, the Company issued 476,793 Bonus Warrants to Monetary
Metals in connection with the Silver Loan. Each such warrant will entitle the holder to acquire one share of common stock of the Company
at an exercise price of C$0.12. Each such warrant is exercisable until August 8, 2027.

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

 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

 Background
and Overview

 Our focus is the development and restart of our 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, we have conducted multiple exploration campaigns, published multiple economic studies and mineral resource estimates,
and advanced the rehabilitation and development of the Mine. In December 2021, we announced a project finance package with Sprott, an amended Settlement Agreement with the EPA, and the purchase of the Bunker Hill Mine.
In 2022, we 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.

 We 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, we 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. In August 2024, we entered
into definitive agreements with Monetary Metals Bond III LLC, an entity established by Monetary Metals & Co., for a silver loan in
an amount of U.S. dollars equal to up to 1.2 million ounces of silver, to be advanced in one or more tranches, in support of the re-start
and ongoing development of the Bunker Hill Mine (the "Silver Loan"). Throughout 2024 we closed several tranches of the Silver
Loan for an aggregate principle of 1,098,400 ounces of Silver. In December 2024 we borrowed $10,000,000 on the new debt facility, leaving
the undrawn portion at $11,000,000 as of December 31, 2024.

 The
Bunker Hill Mine restart is expected to take place in 2026. 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, 2024 and 2023. 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, 2024, and the year ended December 31, 2023

 Revenue

 During the years ended December 31, 2024, and December 31, 2023, we generated no revenue.

 Expenses

the years ended December 31, 2024 and December 31, 2023, we reported total
operating expenses of $15,649,142 and $11,600,574, respectively. The increase in total operating expenses was primarily due to an increase
in the volume of transactions and employee head count associated with construction of the process plant commencing in the year ended December
31, 2024.

 Net
Income and Comprehensive Income

 We
experienced a net loss of $25,341,623 for the year ended December 31, 2024
(compared to a net loss of $13,432,539 for the year ended December 31, 2023). In addition to the increase in operating expenses (as described
above), net loss for the year ended December 31, 2024 was impacted by an increase in interest expense of $966,885 ($8,091,412 for the
year ended December 31, 2024 compared to $7,124,527 for the year ended December 31, 2023), and $nil of gain on debt settlement for the
year ended December 31, 2024 compared to $7,151,873 of gain on debt settlement relating to the conversion of the royalty convertible debentures
into a royalty during the year ended December 31, 2023. A loss on fair value of the convertible debentures of $890,258 was recognized
for the year ended December 31, 2024, compared to a gain on fair value of the convertible debentures of $1,673,776 for the year ended
December 31, 2023. Additionally, the year ended December 31, 2024 included $2,820,533 loss on revaluation of the Silver Loan due to updated
key assumptions such as commodity prices (compared to $nil for the year ended December 31, 2023). During the year ended December 31, 2024,
the Company incurred a loss of $924,820 from the sale of equipment (compared to $nil for the year ended December 31, 2023) and a gain
on in derivative liabilities of $838,378 in the year ended December 31, 2024 compared to a gain of $2,360,025 in the year ended December
31, 2023 (driven by the decrease in remaining contractual life of the warrants issued and outstanding). Net loss for the year ended December
31, 2024, included a current tax expense of $1,050,000 compared to $nil for the year ended December 31, 2023.

 Our
net loss for the year ended December 31, 2024 was partially offset by (i) a gain on debt modification of $1,308,062 for the year
ended December 31, 2024 compared to a loss on debt modification of $99,569 for the year ended December 2023 and (ii) a decrease in
the loss on modification of debt of $2,898,956 relating to the revaluation of the stream ($230,000 for the year ended December 31,
2024 compared to $3,128,956 for the year ended December 31, 2023). Net loss for the year ended December 31, 2024 included a deferred
tax recovery of $2,588,590 compared to deferred tax expense of $2,588,590 for the year ended December 31, 2023. Current income tax expense for the year ended December 31, 2024, $1,050,000 ($nil for the year ended December 31,
203) relates to the proceeds of the stream debenture which are classified as income under the internal revenue code. We elected to defer
the income, one year, to 2024 in which most of the income was offset by losses incurred in the current year and previous years.

 We
had a comprehensive loss of $29,152,646 and $12,877,752 for the year ended December 31, 2024, and December 31, 2023, respectively. Comprehensive
(loss) income for the year ended December 31, 2024 and December 31, 2023 is inclusive of a ($3,811,023) and $554,787 change in fair
value on own credit risk, respectively.

 Liquidity
and Capital Resources

 Going
Concern

 These
consolidated financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting
in an accumulated deficit of $110,366,721 and further losses are anticipated in the development of its business. The Company does not
have sufficient cash to fund normal operations and meet debt obligations for the next 12 months without deferring payment on certain
current liabilities and/or raising additional funds. In order to continue to meet its fiscal obligations in the current fiscal year and
beyond, the Company must seek additional financing. This raises substantial doubt about the Company's ability to continue as a
going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations
in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business
operations when they come due. The accompanying consolidated financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

 These
consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets,
or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

 Current
Assets and Total Assets

 As
of December 31, 2024, the Company had (i) total current assets of $9,332,639,
compared to total current assets of $27,176,997 at December 31, 2023, a decrease of $17,844,358; and (ii) total assets of $97,601,550,
compared to total assets of $61,989,678 at December 31, 2023, an increase of $35,611,872. During the year ended December 31, 2024, our
current assets decreased due to cash expenditures on the process plant, purchasing of equipment and additions to the Bunker Hill Mine.
Total assets increased as the increase in property plant and equipment was offset largely by the decrease in cash.

 Current
Liabilities and Total Liabilities

 As
of December 31, 2024, our total current liabilities were $29,644,412 and total
liabilities were $149,736,915, compared to total current liabilities of $7,472,326 and total liabilities of $88,356,840 as of December
31, 2023. Total liabilities increased because of the issuance of the Silver Loan, drawings on our debt facility, accretion on the stream
debenture and the EPA payable, as well as an increase in accounts payable and accruals due to timing of invoices and payments.

 Working
Capital and Shareholders' Deficit

 As of December 31, 2024, we had a working capital deficit of $20,311,773 and a shareholders' deficiency of
$52,135,365, compared to positive working capital of $19,704,671 and a shareholders' deficiency of $26,367,162 as of December 31,
2023. The working capital deficit as of December 31, 2024, was primarily due to cash expenditures on the process plant, purchasing of
equipment, and additions to the Bunker Hill Mine. The shareholders' deficiency increased primarily due to the net loss in the year
ended December 31, 2024.

 We
have a $21,000,000 debt facility with Sprott which is available at our election for a period of 2 years, ending on June 30, 2030. As
of December 31, 2024, we have drawn $10,000,000 on this facility.

 Notwithstanding the debt facility with Sprott, based on our limited cash
resources and history of losses, there is substantial doubt as to whether our existing cash resources are sufficient to enable us to continue
operations for the next 12 months as a going concern. We plan to pursue possible financing and strategic options, including, but not limited
to, obtaining additional equity financing. We
also plan to secure additional financial resources through potential equity financings and other strategic initiatives, including but not limited to a possible debt funding package from
EXIM. Ultimately, if the Company is unable to secure sufficient additional financial resources, the Company may
need to curtail or suspend its development or operations plans regarding the Bunker Hill Mine or other initiatives.

 Cash
Flow

the year ended December 31, 2024, we had a net cash decrease of $18,317,319, primarily due to cash expenditures on the process plant,
purchasing of equipment, and additions to the Bunker Hill Mine, offset by $32,740,264 of cash provided by financing activities relating
to the issuance of the Silver Loan.

 Subsequent
Events

 Share
Issuance

 On
January 8, 2025, the Company issued 1,053,335 shares of common stock to satisfy $120,000 owed to a certain service provider of the Company
as of December 31, 2024.

 On
January 14, 2025, 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, 2024.

 On January 27, 2025, the Company issued 672,450 shares
of common stock in connection with settlement of RSUs.

 On January 29, 2025, the Company issued 621,500 shares
of common stock to satisfy $60,000 owed to a certain service provider of the Company as of December 31, 2024.

 On
March 13, 2025, the Company's board of directors approved an amendment to the vesting schedule of certain RSUs previously granted
to certain directors and officers of the Company under the Company's amended and restated restricted stock unit incentive plan
(the "RSU Plan") on November 2, 2022, July 4, 2023 and March 13, 2024, such that an aggregate of 5,562,419 RSUs granted to
such directors, officers and employees will now vest on May 1, 2025 rather than on March 13, 2025 or March 31, 2025, as applicable. All
other terms of such RSUs remain the same.

 Warrant
Issuance

 On
January 7, 2025, in connection with the Silver Loan, the Company issued 100,397 Bonus Warrants to Monetary Metals. Each such warrant
will entitle the holder to acquire one share of common stock of the Company at an exercise price of C$0.15. Each such warrant is exercisable
until August 8, 2027.

 Debt
Facility

 On
January 17, 2025, the Company drew $5,000,000 on the debt facility.

 On
January 31, 2025, the Company drew the final $6,000,000 on the debt facility.

 As
consideration for Sprott advancing $11,000,000 of the debt facility, the Company granted a royalty for 1.0% 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. A 0.70% rate will apply to claims outside of these areas.

 Unsecured Promissory Note

 On March 21, 2025, the company closed a unsecured
promissory note for an aggregate principal amount of up to $3,400,000 (the " Note ") to ensure sufficient short-term
funding to keep the Project on track while the Private Placements close. The Note will bear interest at 12% per annum, with such interest
being capitalized and added to the principal amount outstanding under the Note monthly. The Note will be available in multiple advances,
at the discretion of Teck, and is payable on demand from Teck. On March 21, 2025, the Company received $763,000 advance from Teck. On
March 25, 2025, the Company received $2,325,000 advance from Teck. As of March 28, 2025 the principal outstanding on the unsecured promissory
note is $3,088,000.

 Restricted
Cash

 During the year end December 31, 2024, the Company made a $3,000,000 payment to the EPA bringing the principal of the cost recovery liability
to $14,000,000. As a result of this payment the Company's letter of credit requirement decreased by $1,500,000 and the restricted
cash balance (utilized as collateral for letters of credit) decreased by the same amount from $4,475,000 as of December 31, 2024, to $2,975,000
on January 20, 2025.

 Restructuring of Outstanding Debt alongside up
to $45,000,000 Equity Financing and Provision of New Standby Facility

 In March 2025, the Company announced a
restructuring of outstanding debt alongside an equity financing of up to $45,000,000 and a new standby facility agreement for
$10,000,000. The planned brokered private placement equity offering for minimum aggregate gross
proceeds of $10,000,000 (C$14,370,000), and up to maximum aggregate gross proceeds of $15,000,000 (C$21,555,000) (the
"Brokered Offering"). Teck has agreed to contribute, through a non-brokered private placement, $2 for every $1 raised
through the Brokered Offering in aggregate, with a minimum lead order of $6,600,000 and total gross proceeds of up to $30,000,000
(C$43,110,000)1 (collectively, the "Non-Brokered Offering" and together with the Brokered Offering, the "Private
Placements"), subject to shareholder approval, closing of the debt restructuring transactions and other customary closing
conditions. Proceeds will be used to support the construction, start-up, and ramp-up of the Project. In connection with the
Non-Brokered Offering, the Company and Teck have amended the subscription agreement dated March 5, 2025, to, among other things,
amend the closing condition thereunder requiring the Company to raise aggregate gross proceeds of at least $20,000,000 under the
Brokered Offering to a minimum of at least $10,000,000.

 In accordance with the TSX-V policies, the
approval of the Company's stockholders will be required with respect to Teck becoming a Control Person (over 20% ownership in the Company). In lieu of a special
meeting of its stockholders, the Company intends to obtain the written consent of disinterested stockholders holding more than 50%
of the current issued and outstanding Common Shares (the "Stockholder Consent"), which Stockholder Consent will exclude
any votes held by Teck and its Affiliates or Associates (each as defined in the TSX-V policies).

 Also in connection with the Non-Brokered Offering,
the Company and its wholly-owned subsidiary Silver Valley Metals Corp. ("Silver Valley") announced its intention to enter
into a standby facility agreement with Teck (or an affiliate thereof) pursuant to which, among other things, Teck will provide an uncommitted
revolving standby prepayment facility of up to $10,000,000 to the Company (the "SP Facility"), which will be available to
the Company until the earlier of (i) June 30, 2028, and (ii) the date on which the Project hits 90% of name plate capacity or the date
on which the Company is cash positive for a quarter, unless terminated earlier by Teck. The SP Facility will bear interest at a to-be-agreed-basis
per annum, calculated and capitalized quarterly.

 1 Based on a USD/CAD exchange rate
of 1.4370 as published by the Bank of Canada on March 5, 2025.

 The Company announced its intention to restructure, either directly
or indirectly, its existing debt financing package with Sprott Streaming and certain other creditors on the following principal terms:

 a.
 the
 amendment and restatement of the Series 1 secured convertible debentures in the aggregate
 principal amount of $6,000,000 (collectively, the "Series 1 CDs") previously
 issued to Sprott Streaming and certain other creditors, maturing on March 31, 2028, pursuant
 to which, among other things, (i) the rate of interest of the Series 1 CDs will be reduced
 from 7.5% to 5.0% per annum, (ii) the current conversion price, being the U.S. dollar equivalent
 of C$0.30 per Common Share, will be reduced to equal the Offering Price, and (iii) certain
 prepayment and conversion terms will be amended;

 b.
 the
 amendment and restatement of the Series 2 secured convertible debentures in the aggregate
 principal amount of $15,000,000 (collectively, the "Series 2 CDs") previously
 issued to Sprott Streaming, maturing on March 31, 2029, pursuant to which, among other things,
 (i) the rate of interest of the Series 2 CDs will be reduced from 10.5% to 5.0% per annum,
 (ii) the current conversion price, being the U.S. dollar equivalent of C$0.29 per Common
 Share, will be reduced to equal the Offering Price, and (iii) certain prepayment and conversion
 terms will be amended;

 c.
 the
 exchange of a $46,000,000 multi-metals stream previously entered into with Sprott Streaming,
 which currently applies to up to 10% of payable metals sold from the Project and expires
 on June 23, 2063 (the "Stream"), for the Series 3 CDs, the Sprott Tranche II
 Shares and the Third Royalty referred to and defined below under paragraph (A) below;

 d.
 the
 cancellation of the royalty put option previously granted to Sprott Streaming, pursuant to
 which, among other things, upon the occurrence of an event of default under any of the Series
 1 CDs and the Series 2 CDs, Sprott Streaming may require the Company to purchase the First
 Royalty (as defined below);

 e.
 the
 amendments of certain royalty interests granted to Sprott Streaming (collectively, the "First
 Royalty"), currently applying to certain primary, residual and other claims comprising
 the Project (with the royalty percentage being between 1.35% to 1.85% based on the type of
 claim), pursuant to which, among other things, the First Royalty will be consolidated into
 one 1.85% life-of-mine gross revenue royalty applying to both primary and secondary claims
 comprising the Project, which will also include additional surface and mineral rights recently
 acquired by the Company or Silver Valley, as applicable; and

 f.
 the
 amendment and restatement of the loan agreement with respect to the existing senior secured
 credit facility in the aggregate principal amount of $21,000,000 advanced by Sprott Streaming
 (the "Debt Facility"), maturing on June 30, 2030 and secured by first-ranking
 interests and charges on all of the property and assets of the Company and its wholly-owned
 subsidiary Silver Valley Metals Corp., pursuant to which (i) the sliding scale royalty payable
 in connection with advances thereunder (the "Second Royalty Amendments") will
 be fixed at 1.5% for both the primary and secondary claims comprising the Project and (ii)
 the Company's royalty buyback option thereunder will be cancelled; the foregoing amendments
 will also be reflected in an amendment to the additional royalty granted to Sprott in connection
 with the Debt Facility,

 g.
 the
 Company and Monetary Metals Bond III LLC (together with its affiliates, " Monetary
 Metals") enter into an amending agreement to the note purchase agreement dated August
 8, 2024, as previously by amended by a first amending agreement dated November 11, 2024 (the
 "MM NPA"), the parties intend to, among other things, (i) reduce the interest
 rate payable on advances under the existing loan by Monetary Metals to Silver Valley Metals
 Corp., a wholly-owned subsidiary of the Company, in the aggregate principal amount equal
 to the U.S. dollar equivalent of up to 1,200,000 troy ounces of silver (the "Silver
 Loan") from 15% to 13.5%; (ii) clarify the calculation of the cash flow sweep; (iii)
 extend the availability date for advances of the Silver Loan from January 31, 2025 to June
 30, 2025; and (v) in connection with any advances of the Silver Loan, to provide for the
 issuance of bonus warrants ("Bonus Warrants") in such number and on such terms
 as to be agreed upon between the parties before issuance and subject to prior approval from
 the TSX-V (however, in any event, the aggregate number of Bonus Warrants issued to Monetary
 Metals under the Silver Loan will not exceed the maximum amount of 3,000,000 allowable under
 the MM NPA).

 In consideration for, and in connection with, the Debt Amendments, the
Company intends to, either directly or indirectly:

 a.
 in
 consideration for the exchange of the Stream pursuant to the terms of a recapitalization
 agreement to be entered into among the Company, Teck, and Sprott Streaming, (i) issue to
 Sprott Streaming, on a private placement basis, two senior secured Series 3 convertible debentures
 in the aggregate principal amount of $4,000,000 (the "Series 3 CDs") which, once
 issued, will (a) mature on June 30, 2030, (b) bear interest at an accrued rate of 5.0%, which
 interest shall be capitalized until the beginning of 2028 or an event of default, and (c)
 otherwise have terms substantially similar to the terms of the Series 1 CDs, (ii) issue up
 to 200,000,000 Common Shares at the Offering Price ("Sprott Tranche II Shares")
 and (iii) grant Sprott Streaming an additional 1.65% life-of-mine gross revenue royalty on
 both the primary and secondary claims comprising the Project (the "Third Royalty");

 b.
 enter
 into a debt settlement agreement with Sprott Streaming, pursuant to which, among other things,
 Sprott Streaming will convert $6,000,000 outstanding under the Debt Facility, together
 with all accrued and unpaid interest thereon, in consideration of up to 58,142,857 Common
 Shares at the Offering Price ("Sprott Tranche I Shares") and the Second Royalty
 Amendments (the "Sprott Loan Conversion");

 c.
 enter
 into an amended and restated intercreditor agreement with, among others, the Company, Teck,
 Monetary Metals and Sprott Streaming pursuant to which certain payment terms under the First
 Royalty, the Second Royalty Amendment, Third Royalty, the Series 1CDs, the Series 2 CDs,
 the Series 3 CDs and the Debt Facility will be waived, restricted or otherwise revised during
 the term in which the Company has any outstanding obligations owing under the SP Facility;

 There can be no assurance that the debt restructure and financing plan will be timely finalized, or on what specific
final terms, or if at all.

 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, expected equity volatility, discount for lack of marketability, credit spread.

 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 of the silver loan use inputs
to the valuation model that include risk-free rates, spot and futures prices of minerals, and expected volatility in minerals prices.

 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

 50-79

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Shareholders of Bunker Hill Mining Corp.

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of Bunker Hill Mining Corp. (the "Company") as of December 31, 2024
and 2023, and the related consolidated statements of loss and comprehensive loss, cash flows, and changes in stockholders' deficiency
for each of the years in the two-year period ended December 31, 2024, 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 of December 31, 2024 and 2023, 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, 2024, in conformity with accounting principles generally accepted in the United States
of America.

 Material
Uncertainty Related to Going Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the consolidated financial statements, the Company has incurred losses since inception resulting in an accumulated deficit
and does not have sufficient working capital which raises substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty. This matter is also described in the "Critical Audit Matters" section
of our report.

 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 audit 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

 Going
 Concern

 As
 described in Note 1 to the consolidated financial statements, the Company may not have sufficient cash to fund its operations and
 meet debt obligations and therefore, will need to obtain additional equity or debt financing. Management has prepared future cash
 flow forecasts, which involves judgement and estimation of key variables that affect cash flows, such as planned expenditure.

 We
 identified the Company's ability to continue as a going concern as a critical audit matter because auditing the Company's
 going concern assessment is complex and involves a high degree of auditor judgment to assess the reasonableness of cash flow forecasts,
 planned refinancing actions and other assumptions used in the Company's going concern analysis.

 This
 matter is also described in the "Material Uncertainty Related to Going Concern" section of our report.

 We
 responded to this matter by performing audit procedures in relation to management's assessment of the Company's ability
 to continue as a going concern. Our audit work in relation to this included, but was not restricted to, the following:

 Evaluated the cash flow forecasts prepared by management and evaluated the integrity and arithmetical accuracy of the model.

 Evaluated the key assumptions used in management's model to estimate future cash flows by comparing assumptions used by
 management against historical performance and budgets.

 Assessed the adequacy of the going concern disclosure included in Note 1 to the consolidated financial statements.

 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 consider this to
 be a critical audit matter.

 Refer
 to Note 3 Significant Account Policies – Use of Estimates and Assumptions and Note 10 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.

Assessed the appropriateness of the related disclosures.

 Valuation
 of Silver Loan

 The
 Company closed multiple tranches of advancements relating to a loan in an amount of U.S. dollars equal up to 1.2 million ounces of
 silver ("Silver Loan").

 The
 loan is complex in nature and is required to be fair valued on issuance date and at each reporting period.

 The
 calculation of the fair value of the Silver Loan 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 the Silver Loan and the estimates and assumptions involved in the determination of fair value we consider this
 to be a critical audit matter.

 Refer
 to Note 3 Significant Accounting Policies – Use of Estimates and Assumptions and Note 10 Promissory Notes Payable and Convertible
 Debentures.

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

 Obtained
 and assessed all agreements signed in the year in relation to the Silver Loan.

 Obtained
 management's assessment of the fair value of the Silver Loan.

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

 Assessed
 the appropriateness of the related disclosures.

 Chartered
Professional Accountants

Licensed Public Accountants

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

 Mississauga,
Canada

Hill Mining Corp.

 Consolidated
Balance Sheets

 (Expressed
in United States Dollars)

 2024

 2023

 ASSETS

 Current assets

 Cash

 $
 3,786,277

 $
 20,102,596

 Restricted cash (note 9, 20)

 4,475,000

 6,476,000

 Asset held for sale (note 6)

 40,000

 -

 Accounts receivable and prepaid expenses (note 4)

 690,358

 598,401

 Spare parts inventory

 341,004

 -

 Total current assets

 9,332,639

 27,176,997

 Non-current assets

 Spare parts inventory

 -

 341,004

 Long-term deposit

 254,106

 249,265

 Equipment (note 5)

 1,741,981

 946,661

 Right-of-use assets (note 5)

 758,125

 625,022

 Land

 309,861

 -

 Bunker Hill Mine and Mining interests (note 7)

 18,795,591

 15,198,259

 Process plant (note 6)

 66,409,247

 17,452,470

 Total assets

 $
 97,601,550

 $
 61,989,678

 EQUITY AND LIABILITIES

 Current liabilities

 Accounts payable (note 18)

 $
 14,678,901

 $
 1,788,950

 Accrued liabilities (note 18)

 5,210,939

 1,225,525

 Current portion of lease liability (note 8)

 189,368

 353,526

 Deferred share units liability (note 14)

 929,466

 569,327

 U.S. Environmental Protection Agency cost recovery payable (note 9)

 Stream debenture (note 10)

 4,063,253

 -

 Interest payable (notes 9 and 10)

 522,485

 534,998

 Current income tax payable (note 16)

 1,050,000

 -

 Total current liabilities

 29,644,412

 7,472,326

 Non-current liabilities

 Lease liability (note 8)

 62,282

 71,808

 Series 1 convertible debenture (note 10)

 5,494,151

 5,244,757

 Series 2 convertible debenture (note 10)

 13,898,481

 13,458,570

 Stream debenture (note 10)

 52,923,747

 51,138,000

 Silver loan (note 10)

 31,802,708

 -

 Debt facility (note 10)

 9,236,610

 -

 Environment protection agency cost recovery liability net of discount (note 9)

 5,549,229

 6,574,140

 Deferred tax liability (note 16)

 -

 2,588,590

 Derivative warrant liability (note 11)

 1,125,295

 1,808,649

 Total liabilities

 149,736,915

 88,356,840

 Shareholders' Deficiency

 Preferred shares, $ 0.000001 par value, 10,000,000 preferred shares authorized; Nil preferred shares issued and outstanding (note 11)

 -

 -

 Common stock, $ 0.000001 par value, 1,500,000,000 shares of common stock authorized; 349,698,625 and 322,661,482 shares of common stock issued and outstanding, respectively (note 11)

 Additional paid-in-capital (note 11)

 61,233,369

 57,848,953

 Accumulated other comprehensive (income) loss

 ( 3,002,361
)

 808,662

 Accumulated deficit

 ( 110,366,721
)

 ( 85,025,098
)

 Total shareholders' deficiency

 ( 52,135,365
)

 ( 26,367,162
)

 Total shareholders' deficiency and liabilities

 $
 97,601,550

 $
 61,989,678

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

Hill Mining Corp.

 Consolidated
Statements of Loss and Comprehensive Loss

 (Expressed
in United States Dollars)

 2024

 2023

 2024

 2023

 Operating expenses (note 17)

 ( 15,649,142
)

 ( 11,600,574
)

 Other income or gain (expense or loss)

 Interest income

 655,125

 1,107,093

 Change in derivative liability (note 11)

 838,378

 2,360,025

 Gain (loss) on foreign exchange

 ( 7,004
)

 4,821

 Gain (loss) on fair value of convertible debentures (note 10)

 ( 890,258
)

 1,673,776

 Gain on debt settlement (note 7)

 -

 7,151,873

 Gain on warrant modification

 -

 214,714

 Loss on fair value of silver loan (note 10)

 ( 2,820,533
)

 -

 Loss on revaluation of stream debenture (note 10)

 ( 230,000
)

 ( 3,128,956
)

 Interest expense and accretion (notes 9 and 10)

 ( 8,091,412
)

 ( 7,124,527
)

 Financing costs (note 10)

 ( 676,784
)

 ( 934,502
)

 Other income

 2,631

 23,520

 Gain (loss) on debt modification (note 10)

 1,308,062

 ( 99,569
)

 Loss on debt settlement (note 10)

 ( 394,456
)

 ( 491,643
)

 Loss on sale of equipment (note 6)

 ( 924,820
)

 -

 (Loss) for the year pre tax

 $
 ( 26,880,213
)

 $
 ( 10,843,949
)

 Current income tax expense (note 16)

 ( 1,050,000
)

 -

 Deferred tax recovery (expense) (note 16)

 2,588,590

 ( 2,588,590
)

 Net (loss) for the year

)

)

 Other comprehensive income (loss), net of tax

 (Loss) gain on change in FV on own credit risk (note 10)

 ( 3,811,023
)

 554,787

 Other comprehensive (loss) income

 ( 3,811,023
)

 554,787

 Comprehensive (loss)

 ( 29,152,646
)

 ( 12,877,752
)

 Net (loss) Income per share of common stock

 Net (loss) per share of common stock – basic (note 12)

 $
 ( 0.07
)

 $
 ( 0.05
)

 Net (loss) per share of common stock – fully diluted (note 12)

 $
 ( 0.07
)

 $
 ( 0.05
)

 Weighted average number of shares of common stock

 Weighted average shares of common stock – basic (note 12)

 Weighted average shares of common stock – fully diluted (note 12)

 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)

 2024

 2023

 2024

 2023

 Operating activities

 Net loss for the year

 $
)

 $
)

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

 Stock-based compensation (note 11,13,14)

 1,356,071

 1,092,290

 Settlement of DSUs (note 14)

 ( 36,495
)

 -

 Depreciation expense (note 5)

 393,297

 190,133

 Change in fair value of derivative liabilities

 ( 838,378
)

 ( 2,360,025
)

 Change in fair value of silver loan

 2,820,533

 -

 Current tax expense

 1,050,000

 -

 Deferred tax (recovery) expense

 ( 2,588,590
)

 2,588,590

 Financing costs

 155,024

 -

 (Gain) on warrant extinguishment

 -

 ( 214,714
)

 Units issued for services

 -

 Interest expense on lease liability (note 8)

 50,560

 29,699

 Interest expense

 -

 92,799

 Loss on sale of equipment (note 6)

 924,820

 -

 Loss on debt settlement

 394,456

 491,643

 Loss on modification of debt

 -

 99,569

 Loss on revaluation of stream debenture

 230,000

 3,128,956

 Gain on modification of debt

 ( 1,308,062
)

 -

 Accretion of liabilities

 6,010,303

 4,149,267

 Loss (gain) on fair value of convertible debt derivatives

 890,258

 ( 1,673,777
)

 Gain on debt settlement

 -

 ( 7,151,873
)

 Changes in operating assets and liabilities:

 Accounts receivable and prepaid deposits

 ( 96,798
)

 ( 26,267
)

 Accounts payable

 2,456,577

 ( 1,840,426
)

 Accrued liabilities

 1,043,405

 425,719

 Interest payable

 2,018,037

 1,966,233

 Net cash used in operating activities

 ( 10,416,605
)

 ( 12,332,752
)

 Investing activities

 Process plant

 ( 35,433,926
)

 ( 9,398,032
)

 Mine development

 ( 3,913,472
)

 ( 1,458,506
)

 Purchase of land

 ( 309,861
)

 -

 Purchase of machinery and equipment

 ( 983,719
)

 ( 539,803
)

 Net cash used in investing activities

 ( 40,640,978
)

 ( 11,396,341
)

 Financing activities

 Proceeds from silver loan

 26,278,261

 -

 Proceeds from debt facility

 10,000,000

 -

 Proceeds from stream obligation

 -

 46,000,000

 Transaction costs stream obligation

 -

 ( 740,956
)

 Proceeds from issuance of shares, net of issue costs

 -

 3,661,822

 Proceeds from warrants exercise

 -

 837,459

 Proceeds from promissory notes

 -

 390,000

 Repayment of U.S. Environmental Protection Agency cost recovery payable

 ( 3,000,000
)

 -

 Repayment of bridge loan

 -

 ( 5,000,000
)

 Repayment of promissory notes

 -

 ( 150,000
)

 Repayment of promissory note

 -

 ( 1,599,568
)

 Lease payments

 ( 537,997
)

 ( 275,173
)

 Net cash provided by financing activities

 32,740,264

 43,123,584

 Net change in cash and restricted cash

 ( 18,317,319
)

 19,394,491

 Cash, beginning of year

 26,578,596

 7,184,105

 Cash and restricted cash, end of year

 $
 8,261,277

 $
 26,578,596

 Supplemental disclosures

 Cash interest paid

 $
 -

 $
 322,708

 Non-cash activities:

 Units issued to settle accounts payable and accrued liabilities

 $
 -

 $
 874,198

 Units issued to settle deferred shared units

 83,802

 -

 Units issued to settle interest payable

 2,030,526

 2,515,235

 Reconciliation from Cash Flow Statement to Balance Sheet:

 Cash and restricted cash, end of year

 $
 8,261,277

 $
 26,578,596

 Less restricted cash

 4,475,000

 6,476,000

 Cash

 $
 3,786,277

 $
 20,102,596

 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)

 capital

 income

 deficit

 Total

 Accumulated

 Additional

 other

 Common stock

 paid-in-

 comprehensive

 Accumulated

 capital

 income

 deficit

 Total

 322,661,482

 $

 $
 57,848,953

 $
 808,662

 $
 ( 85,025,098
)

 $
 ( 26,367,162
)

 Stock-based compensation

 -

 -

 873,076

 -

 -

 873,076

 Compensation options

 -

 -

 -

 -

 Shares issued for interest payable

 23,619,707

 2,427,541

 -

 -

 2,427,565

 Shares issued for deferred share units

 750,000

 83,801

 -

 -

 83,802

 Shares issued for restricted share units vested

 2,667,436

 ( 2
)

 -

 -

 -

 Shares issued for warrant exercise

 10,416,667

 -

 -

 -

 -

 -

 Special warrant shares issued for $0.15 CAD

 -

 -

 -

 -

 -

 Other comprehensive (loss)

 -

 -

 -

 ( 3,811,023
)

 -

 ( 3,811,023
)

 Net (loss) for the year

 -

 -

 -

 -

)

)

 Balance, December 31, 2024

 349,698,625

 $

 $
 61,233,369

 $
 ( 3,002,361
)

 $
 ( 110,366,721
)

 $
 ( 52,135,365
)

 Balance, December 31, 2022

 229,501,661

 $

 $
 45,161,513

 $
 253,875

 $
 ( 71,592,559
)

 $
 ( 26,176,943
)

 Balance

 229,501,661

 $

 $
 45,161,513

 $
 253,875

 $
 ( 71,592,559
)

 $
 ( 26,176,943
)

 Stock-based compensation

 1,458,946

 -

 -

 1,458,946

 Compensation options

 -

 -

 Shares issued for restricted share units vested

 5,809,218

 ( 6
)

 -

 -

 -

 Shares issued for interest payable

 25,300,209

 2,784,124

 -

 -

 2,784,149

 Shares issued for warrant exercise

 10,416,667

 907,080

 -

 -

 907,090

 Special warrant shares issued for $ 0.15 CAD

 7,425,325

 -

 -

 7,425,377

 Other comprehensive income

 -

 -

 -

 554,787

 -

 554,787

 Net (loss) for the year

 -

 -

 -

 -

)

)

 322,661,482

 $

 $
 57,848,953

 $
 808,662

 $
 ( 85,025,098
)

 $
 ( 26,367,162
)

 Balance

 322,661,482

 $

 $
 57,848,953

 $
 808,662

 $
 ( 85,025,098
)

 $
 ( 26,367,162
)

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

 1.
 Nature and continuance of operations

Hill Mining Corp. ("we", "us", "Bunker Hill", or the "Company") was incorporated
under the laws of the state of Nevada, U.S.A. on February 20, 2007, under the name Lincoln Mining Corp. Pursuant to a Certificate of
Amendment dated February 11, 2010, the Company changed its name to Liberty Silver Corp., and on September 29, 2017, the Company
changed its name to Bunker Hill Mining Corp. The Company's registered office is located at 1802 N. Carson Street, Suite 212,
Carson City, Nevada 89701, and its head office is located at 300-1055 West Hastings Street, Vancouver, British Columbia, Canada, V6E
2E9. As of the date of this Form 10-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 ("Bunker Hill Mine").

 The
Company was incorporated for the purpose of engaging in mineral exploration, and exploitation activities, and is currently focused on
the development and planned operations of the Bunker Hill Mine.

Hill holds a 100 % interest in the historic Bunker Hill Mine located in the town of Kellogg, Idaho. The Bunker Hill Mine, previously
operated between 1885 and 1981 producing over 165 million ounces of silver and 5 million tons of base metals during that time.

 We
are currently focused on the construction of mill facilities and upgrades to the historic underground infrastructure as well as further
delineation of mineral resources.

 Going
Concern

 These
consolidated financial statements have been prepared on a going concern basis. The Company has incurred losses since inception
resulting in an accumulated deficit of $ 110,366,721
and further losses are anticipated in the development of its business. The Company does not have sufficient cash to fund normal
operations and meet debt obligations for the next 12 months without deferring payment on certain current liabilities and/or raising
additional funds. In order to continue to meet its fiscal obligations in the current fiscal year and beyond, the Company must seek
additional financing. The Company has announced a debt restructure and equity offering, however, there is no assurance these
transactions will be finalized, and if finalized the timing of such finalizations. This raises substantial doubt about the
Company's ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of
the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come due. The accompanying consolidated financial statements
do not include any adjustments that might result from the outcome of this uncertainty.

 These
consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets,
or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

 Tariff
War

 The
Company's operations could be adversely affected by the effects of the tariff war between the United States of America and other
countries around the world. The Company cannot accurately predict the impact the crisis will have on its operations and the ability of
contractors to meet their obligations with the Company, including uncertainties relating the severity of its effects, the duration of
the conflict, and the length and magnitude of restrictions imposed by governments. In addition, the crisis could adversely affect the
economies and financial markets of the United States in general, resulting in an economic downturn that could further affect the Company's
operations and ability to finance its operations. Additionally, the Company cannot predict changes in precious metals pricing or changes
in commodities pricing which may alternately affect the Company either positively or negatively.

 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 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.

 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.

 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 and comprehensive
loss.

 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 period end. The Company measures its DSU liability at fair value on recurring basis using level 1 inputs. Derivative warrant liabilities,
silver loan, 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
measures its lease liabilities using the rate implicit in the lease or incremental borrowing rate if the rate
implicit in the lease is not available.

 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, 2024, December 31, 2023, 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, restricted share units ("RSUs"), warrants and the conversion of convertible loan
payable. As of December 31, 2024, a $ 6,000,000 convertible debenture (the "CD1"), a $ 15,000,000 convertible debenture (the
"CD2"), 6,445,152 stock options, 147,219,360 warrants, and 2,070,258 broker options, and 14,026,493 RSUs were considered
in the calculation but not included, as they were anti-dilutive (December 31, 2023 - 8,970,636 stock options, 145,061,976 warrants, 4,301,150
broker options and 7,044,527 RSUs were considered in the calculation but not included).

 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.

 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, Silver Loan 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, USD-CAD exchange rates 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 11.

 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, expected
equity volatility, expected volatility in minerals prices, credit spread, and project risk/estimation risk factors. See Note 10 for full
disclosures related to the convertible loans and promissory notes.

 The fair value estimates of the silver loan use inputs
to the valuation model that include risk-free rates, spot and futures prices of minerals, expected volatility in minerals prices, credit
spread, and project risk/estimation risk factors. See Note 10 for full disclosures related to the silver loan.

 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 10 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

 Certain
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.

 Debt instruments

 The
Company reviews the terms of its agreements to identify any embedded derivatives. If an embedded derivative is identified in a
contract the Company assesses if it is clearly and closely related to the host debt. If the embedded derivative is determined to not
be clearly and closely related to the host debt the fair value election is made to account for the entire instrument at fair value with
the change in fair value accounted through earnings, profit and loss for each period reported.

 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 Company has measured the whole instrument at fair value per the fair value election
therefore, 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. The adoption of this new standard has not had a material impact on our
consolidated financial statements and note 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. The adoption of this new standard has not had a material impact on our consolidated financial statements and note
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:

of Accounts receivable and prepaid expenses

 2024

 2023

 Prepaid expenses and deposits

 $
 464,380

 $
 382,198

 HST and interest receivable

 125,978

 121,621

 U.S. Environment Protection Agency overpayment (note 9)

 100,000

 94,582

 Total

 $
 690,358

 $
 598,401

 5.
 Equipment and Right-of-Use asset

consists of the following:

of Equipment

 2024

 2023

 $
 2,468,339

 $
 1,460,375

 Less accumulated depreciation

 ( 726,358
)

 ( 513,714
)

 Equipment, net

 $
 1,741,981

 $
 946,661

 The
total depreciation expense during the year ended December 31, 2024, was $ 212,645 (year ended December 31, 2023 - $ 144,347).

 Right-of-use
asset consists of the following:

of Right-of-use Asset

 2024

 2023

 Right-of-use asset

 $
 984,562

 $
 670,808

 Less accumulated depreciation

 ( 226,437
)

 ( 45,786
)

 Right-of-use asset, net

 $
 758,125

 $
 625,022

 The
total depreciation expense during the year ended December 31, 2024, was $ 180,652
(year ended December 31, 2023 - $ 45,786,
relating to an expired lease). The weighted average remaining lease term is 7 months as of December 31, 2024 ( 13 months as of
December 31, 2023). The weighted average discount rate of the lease contracts is 15 %. The Company is a party primarily to lease
contracts for mining related mobile equipment.

 6.
 Process Plant

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

 The
process plant was purchased in an assembled state in the seller's location, and included major processing systems, significant
components, and a large inventory of spare parts. The Company has disassembled and transported it to the Bunker Hill site, and is
reassembling it as an integral part of the Company's future operations. The Company determined that the transaction would 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 on the consolidated balance sheets as a non-current asset. As the plant is demobilized,
transported and reassembled, installation and other costs associated with these activities are being captured and capitalized as
components of the asset.

 Process
plant consists of the following:

of Plant Asset Consists

 2024

 2023

 Mill purchase, detailed engineering, and construction costs

 $
 65,545,594

 $
 17,219,063

 Capitalized interest (note 10)

 1,848,473

 233,407

 Disposal of Grinding Circuits

 ( 984,820
)

 -

 Process Plant

 $
 66,409,247

 $
 17,452,470

 In
August 2024, the Company sold a Grinding Circuit previously purchased from Teck as part of the Pend Oreille Mill purchase for $ 20,000
recognizing a loss on sale of equipment of $ 308,273.
In September 2024, the Company reclassified two remaining Grinding Circuits as assets at $ 40,000 held for sale and recognized a loss
on sale of equipment of $ 616,547
on the consolidated statements of loss and comprehensive loss.

 7.
 Bunker Hill Mine and Mining Interests

 The
Company purchased the Bunker Hill Mine in January 2022.

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

of Mining Interests

 2024

 2023

 Bunker Hill Mine purchase

 $
 14,247,210

 $
 14,247,210

 Capitalized development

 6,626,865

 2,722,889

 Sale of mineral properties (note 10)

 ( 2,768,510
)

 ( 1,973,840
)

 Land

 202,000

 202,000

 Definition drilling

 488,026

 -

 Bunker Hill Mine

 $
 18,795,591

 $
 15,198,259

 Land
purchase and leases

 The Company owns a 225-acre surface land parcel valued at its original purchase price of $ 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.

 Sale
of Mineral Properties

 On June 23, 2023, as consideration for the
extinguishment of the royalty convertible debenture (the "RCD"), as described in note 10, 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 2023 transaction was 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.

 On
December 12, 2024, as consideration for Sprott advancing the debt facility, as described in note 10, the Company granted a royalty for
 0.5 % 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. A 0.35 % rate will apply to claims outside of these areas.

 On
December 19, 2024, as consideration for Sprott advancing the debt facility, as described in note 10, the Company granted a royalty for
 0.5 % 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. A 0.35 % rate will apply to claims outside of these areas.

 The 2024
transactions were treated as a sale of mineral interest to 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 December 19, 2024, before consideration of the sale of mineral properties.
 This analysis utilized a discount rate of 15% and long-term metal prices of $1.20/lb, $0.95/lb and $27.29/oz for zinc, lead and silver
respectively.

 8.
 Lease Liability

 As
of December 31, 2024, and December 31, 2023, The Company's undiscounted lease obligations consisted of the following:

of Lease Liability

 2024

 2023

 Gross lease obligation – minimum lease payments

 1 year

 $
 200,755

 $
 393,673

 2- 3 years

 64,375

 73,588

 4-5 years

 -

 -

 Future interest expense on lease obligations

 ( 13,480
)

 ( 41,927
)

 Total lease liability

 251,650

 425,334

 Current lease liability

 189,368

 353,526

 Non-current lease liability

 62,282

 71,808

 Total lease liability

 $
 251,650

 $
 425,334

 Interest
expense for the year ended December 31, 2024, was $ 50,560
(year ended Decembre 31, 2023, $ 23,669).

 9.
 U.S. Environmental Protection Agency ("EPA")

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

of Amended Settlement Environmental Protection Agency Agreement

 Date

 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 includes a commitment by the Company to secure financial
assurance for the principle outstanding in the form of performance bonds or letters of credit deemed acceptable to the EPA. 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 year end December 31, 2024, the Company made a $ 3,000,000 payment to the EPA bringing the principal of the cost recovery liability
to $ 14,000,000 as of December 31, 2024 (compared to $ 17,000,000 as of December 31, 2023).

 As
of December 31, 2024, the Company had two payment bonds of $ 9,999,000 and $ 4,001,000 in place to secure this liability (as of December
31, 2023, 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 shares of the Company, at the Company's election). The letters of credit of $ 4,475,000 in aggregate
are secured by cash deposits under an agreement with a commercial bank, which comprise the $ 4,475,000 of restricted cash shown within
current assets as of December 31, 2024, compared to $ 6,476,000 as of December 31, 2023.

 The
Company recorded accretion expense on the liability of $ 1,975,089
for the year ended December 31, 2024, respectively, bringing the discounted, at 19.5 %, net liability to $ 8,549,229
(previously accrued interest of $ 154,743)
as of Decembre 31, 2024. The Company recorded accretion expense on the liability of $ 1,632,674
for the year ended December 31, 2023, respectively.

 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 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, 2024, a prepaid expense of $ 100,000 (December 31, 2023: $ 94,582) 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 prepaid expenses and accounts payable.

 10.
 Promissory notes payable and convertible debentures

 On
September 22, 2021, the Company issued a non-convertible promissory note of $ 2,500,000 bearing interest of 15 % per annum and payable
at maturity. Interest expense for the years ended December 31, 2024, and 2023 was $ nil and $ 189,179 respectively. 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 and comprehensive loss. A final principal payment of $ 1,599,569
was made during the year ended December 31, 2023.

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

 In
June 2023, the Company issued a non-convertible promissory note in the amount of $ 150,000. The promissory note bore fixed interest of
$ 15,000, 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 $ 6,000,000 and $ 15,000,000, respectively, will become due.

 $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.

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 has accounted for the Royalty as a sale of mineral properties (refer to note 7 for further detail). The Company has recognized a gain
of $ 6,980,932
in the consolidated statements of (loss) income and comprehensive (loss) income for the year ending December 31, 2023.

 $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.

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.

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.

 In
August 2024, the Company and Sprott agreed to amend the
maturity date of CD1 from March 31, 2026, to March 31, 2028, 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 $ 366,201 in the gain (loss) on debt modification of the consolidated statement of
loss for year ended December 31, 2024 (gain of $ 58,657 for the year ended December 31, 2023).

 The
CD1 is convertible into Common Shares at a price of C$ 0.30 per Common Share, subject to stock exchange approval.

 $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 included 3 quarterly payments of $ 2,000,000 each beginning June 30, 2024, and $ 9,000,000 on the maturity date.

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 gain of $ 941,861 in the gain (loss) on debt modification of
the consolidated statement of loss for year ended December 31, 2024 (loss of $ 3,833 for the year ended December 31, 2023).

 In
August 2024, the Company and Sprott agreed to amend the maturity date of CD2 from March 31, 2026, to March 31, 2029, and that CD2 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 CD2 should not be treated as an extinguishment of the CD2 and have therefore been accounted for
as a modification.

 The
CD2 is convertible into Common Shares at a price of C$ 0.29 per Common Share, subject to stock exchange approval.

 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 using the binomial
lattice methodology based on a Cox-Ross-Rubenstein ("CRR") approach:

of Key Valuation Inputs

 Reference (1)(2)

 Valuation
 date

 Maturity
 date

 Contractual
 Interest rate

 Stock price ($)

 Expected equity volatility

 Credit spread

 Risk-free rate

 Risk-
 adjusted rate

 CD1 note (1)(2)(3) (3)

 12-31-23

 03-31-26

 7.50
 %

 0.098

 %

 8.41
 %

 4.18
 %

 18.89
 %

 CD2 note (1)(2)(3) (3)

 12-31-23

 03-31-26

 10.50
 %

 0.098

 %

 8.41
 %

 4.18
 %

 20.79
 %

 CD1 note (1)(2)(3) (3)

 12-31-24

 03-31-28

 7.50
 %

 0.113

 %

 4.72
 %

 4.28
 %

 15.45
 %

 CD2 note (1)(2)(3) (3)

 12-31-24

 03-31-29

 10.50
 %

 0.113

 %

 5.03
 %

 4.34
 %

 17.89
 %

 Convertible Debenture

 12-31-24

 03-31-29

 10.50
 %

 0.113

 %

 5.03
 %

 4.34
 %

 17.89
 %

 (1)

 The
 CD1 carried a Discount for Lack of Marketability ("DLOM") of 5.0 % as of the issuance date. The CD2 carried a DLOM of
 10.0 % as of the issuance date.

 (2)

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

 (3)

 The
 conversion price of the CD1 is $ 0.208 and CD2 is $ 0.202 as of December 31, 2024. The conversion price of the CD1 is $ 0.227 and CD2
 is $ 0.219 as of December 31, 2023.

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

of Fair Value Derivative Liability

 Instrument Description

 2024

 2023

 CD1

 $
 5,494,151

 $
 5,244,757

 CD2

 13,898,481

 13,458,570

 Total

 $
 19,392,632

 $
 18,703,327

 The
total (loss) gain on fair value of debentures recognized during the year ended December 31, 2024 and December 31, 2023, was $ ( 890,258)
and $ 1,673,776, respectively. The portion of changes in fair value that is attributable to changes in the Company's credit risk
is accounted for within other comprehensive loss. During the year ended December 31, 2024 and December 31, 2023, the Company recognized
$ ( 1,107,109) and $ 554,787 respectively, within other comprehensive loss. Interest expense for the year ended December 31, 2024 and 2023
was $ 2,030,548 and $ 2,368,233 respectively. At December 31, 2024 interest of $ 510,411 ($ 510,411 at December 31, 2023) is included in
interest payable on the consolidated balance sheets. During the year ended December 31, 2024, 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 $ 397,016 ($ 268,889 in the year ended December 31, 2023) in the consolidated statements of loss and comprehensive loss.

 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, 2024.

 $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 repaid 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 and comprehensive loss. Interest expense for year ended December
31, 2024, was $ nil compared to $ 346,550 for the year ended December 31, 2023.

 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 and comprehensive loss.

 The
Company determined the effective interest rate of the Stream obligation to be 10.7 % and recorded accretion expense on the liability of
$ 4,003,934 for the year ended December 31, 2024 ($ 2,516,593 for the year ended December 31, 2023) recognized in the consolidated statement
of loss and comprehensive loss, accretion expense on the liability of $ 1,615,066 for the year ended December 31, 2024
($ 233,407 for the year ended December 31, 2023) capitalized into the process plant (note 6) on the consolidated balance sheets and loss
on revaluation of the liability of $ 230,000 for the year ended December 31, 2024 ($ 3,128,956 for the year ended December 31, 2023), bringing
the liability to $ 56,987,000 as of December 31, 2024. The revaluation is because of a change in projections. The key assumptions used
in the revaluation are production of 676,000,000 lbs of zinc, 366,000,000 lbs of lead, 8,800,000 oz of silver over 14 years and commodity
prices of 1.20 $/lb to 1.27 $/lb for zinc, 0.94 $/lb to 0.97 $/lb for lead, and 27.61 $/oz to $31.7 $/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. Any amounts drawn will bear interest of 10 %
per annum, from the later of the Funding Date and June 30, 2027 to the date of repayment in full, at the rate of per cent 15.0 %
per annum, which is payable annually in cash or capitalized at the Company's election. The
maturity date of any drawings under the Debt Facility will be June
30, 2030. For every $ 5,000,000
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 $ 20,000,000.

 On
December 12, 2024, the Company drew $ 5,000,000 on the debt facility. The proceeds were bifurcated between host debt and the underlying
sale of mineral interest to Sprott (Note 7). On December 19, 2024, the Company drew $ 5,000,000 on the debt facility. The proceeds were
bifurcated between host debt and the underlying sale of mineral interest to Sprott (Note 7). The Company recorded accretion expense on
the debt facility of $ 31,280 for the year ended December 31, 2024 ($ nil for the year ended December 31, 2023), bringing the net liability
to $ 9,236,610 as of December 31, 2024.

 The Company performs quarterly testing of the covenants in the debt facility and was in compliance with all such
covenants as of December 31, 2024.

 Silver
Loan

 On
August 8, 2024, the Company entered into definitive agreements with Monetary Metals Bond III LLC, an entity established by Monetary
Metals & Co., for a silver loan in an amount of U.S. dollars equal to up to 1.2 million ounces of silver, to be advanced in one
or more tranches, in support of the re-start and ongoing development of the Bunker Hill Mine (the "Silver Loan"). On
August 8, 2024, the Company closed the first tranche Silver Loan in the principal amount of $ 16,422,039,
number of U.S. dollars equal to 609,805 ounces of silver. After deduction of financing costs and the first year interest, the
Company received $ 13,225,005.
The Silver Loan is for a term of three years, secured against the Company's assets and repayable in cash or silver ounces. The
Silver Loan bears interest at the rate of 15 %
per annum, payable in cash or silver ounces on the last day of each quarterly interest period. On September 25, 2024, the Company
closed the second tranche Silver Loan in the principal amount of $ 6,369,000,
number of U.S. dollars equal to 200,000 ounces of silver. After deduction of financing costs and the first year interest the
Company received $ 5,352,438.
On November 6, 2024, the Company closed the third tranche Silver Loan in the principal amount of $ 6,321,112,
number of U.S. dollars equal to 198,777 ounces of silver. After deduction of financing costs and the first year interest the
Company received $ 5,422,474.
On November 8, 2024, the Company closed the fourth tranche Silver Loan in the principal amount of $ 1,250,000,
number of U.S. dollars equal to 39,620 ounces of silver. After deduction of financing costs and the first year interest the
Company received $ 1,076,563.
On December 30, 2024, the Company closed the fifth tranche Silver Loan in the principal amount of $ 1,478,847,
number of U.S. dollars equal to 50,198 ounces of silver. After deduction of financing costs and the first year interest the
Company received $ 1,201,781.

 In
connection with closing of the First Tranche, the Company issued a total of 1,280,591
 Warrants to Monetary Metals & Co. (the "Tranche
1 Warrants"). The Tranche 1 Warrants will be exercisable until August 8, 2027, and the Exercise Price of the Tranche 1 Warrants
will be C$ 0.16.

 In
connection with closing of the Second Tranche, the Company issued a total of 400,000
 Warrants to Monetary Metals & Co. (the "Tranche
2 Warrants"). The Tranche 2 Warrants will be exercisable until August 8, 2027, and the Exercise Price of the Tranche 2 Warrants
will be C$ 0.16.

 In
connection with closing of the Third and Fourth Tranches, the Company issued a total of 476,793
 Warrants to Monetary Metals & Co. (the "Tranche
3 & 4 Warrants"). The Tranche 3 & 4 Warrants will be exercisable until August 8, 2027, and the Exercise Price of the Tranche
3 & 4 Warrants will be C$ 0.12.

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

 The
fair value of the Silver Loan was determined using the Black-Derman-Toy ("BDT") model. The BDT model models the evolution
of interest rates over time using a binomial tree structure by capturing level of interest rates and volatility and estimates the value
of the prepayment option by assessing how the borrower's incentive to prepay changes with interest rate movements. The key inputs
include:

of Estimates Value of Prepayment Option by Assessing Interest Rate Movements

 Reference

 Valuation Date

 Maturity Date

 Contractual Interest Rate

 Interest Rate Volatility

 Risk-free rate

 Credit Spread

 Risk-adjusted rate

 Tranche 1

 Aug 8, 2024

 %

 31.5
 %

 3.86
 %

 12.92
 %

 16.78
 %

 Tranche 2

 Sep 25, 2024

 %

 31.0
 %

 3.49
 %

 11.02
 %

 14.51
 %

 Tranche 3

 Nov 6, 2024

 %

 28.0

 %

 4.21

 %

 4.46

 %

 15.78

 %

 Tranche 4

 Nov 8, 2024

 %

 28.5
 %

 4.21
 %

 4.76
 %

 16.30
 %

 Tranche 5

 Dec 30, 2024

 %

 26.5

 %

 4.23

 %

 4.23

 %

 16.54

 %

 Tranche 1, 2, 3, 4, & 5

 Dec 31, 2024

 %

 26.5
 %

 4.23
 %

 4.53
 %

 16.54
 %

 The
resulting fair values of the Silver Loan at December 31, 2024, and as of the issuance date, were as follows:

 Reference

 Dec 31, 2024

 Aug 8, 2024

 Silver Loan

 $
 31,802,708

 $
 13,225,005

 The
loss on changes in fair value of Silver Loan recognized on the consolidated statements of loss and comprehensive loss during the year
ended December 31, 2024, was $ 2,820,533 compared to $ nil for the year ended December 31, 2023. 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 (loss) during the year ended
December 31, 2024, was $ 2,703,914, compared to $ nil for the year ended December 31, 2023.

 The
Company performs quarterly testing of the covenant of the Silver Loan and was in compliance with all such covenants as of December 31,
2024.

 Other
Interest

the year ended December 31, 2024, and December 31, 2023 the Company recognized $ nil and $ 1,708 respectively of other interest expense.

 11.
 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
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 ended December 31, 2022.

 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
March 2023, the Company amended the exercise price and expiry date of 10,416,667 warrants which were previously issued in a private placement
to Teck on May 13, 2022 in consideration for the Company's acquisition of the Pend Oreille process
plant. The warrant entitled the holder thereof to purchase one share of Common Share of the Company at an exercise price of C$ 0.37 per
Warrant 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
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 C$ 1,145,834 to the Company. During
the quarter ended March 31, 2023, the Company recognized a change 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 of the Company (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.

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

 In
connection with the March 2023 Offering, the Company incurred share issuance costs of $ 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$ 0.15
into one Unit Share and one Warrant Share.

 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.

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

 In
January 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.

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

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

 In
April 2024, the Company issued 6,398,439 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, 2024.

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

 In
August 2024, in connection with closing of the First Tranche, the Company issued 1,280,591 Warrants to Monetary Metals & Co. The
Tranche 1 Warrants will be exercisable until August 8, 2027, at an exercise price of C$ 0.16.

 In
October 2024, in connection with closing of the Second Tranche, the Company issued 400,000 Warrants to Monetary Metals & Co. The Tranche
2 Warrants will be exercisable until August 8, 2027, at an exercise price of C$ 0.16.

 In
October 2024, 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 ending September 30, 2024.

 In
October 2024, 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 ending June 30, 2024.

 In
October 2024, the Company issued 750,000 shares of common stock in connection with settlement of DSUs.

 In
November 2024, the Company issued 21,000 shares of common stock in connection with settlement of RSUs.

 In
November 2024, in connection with closing of the Third & Fourth Tranche, the Company issued 476,793 Warrants to Monetary Metals & Co. The
Tranche 3 & 4 Warrants will be exercisable until August 8, 2027, at an exercise price of C$ 0.12.

 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 as at December 31, 2024 and December 31, 2023:

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

 November 2024 warrants

 2024

 Grant
 Date

 950 days

 996 days

 %

 %

 2.96
 %

 3.14
 %

 %

 %

 $
 0.155

 $
 0.125

 $
 32,374

 $
 26,752

 $
 5,622

 October 2024 warrants

 2024

 Grant
 Date

 950 days

 1,041 days

 %

 %

 2.96
 %

 2.84
 %

 %

 %

 $
 0.155

 $
 0.16

 $
 25,881

 $
 29,780

 $
 ( 3,899
)

 August 2024 warrants

 2024

 Grant
 Date

 950 days

 1,095 days

 %

 %

 2.96
 %

 3.25
 %

 %

 %

 $
 0.155

 $
 0.16

 $
 82,857

 $
 98,493

 $
 ( 15,636
)

 March 2023 warrants

 2024

 2023

 451 days

 817 days

 %

 %

 2.96
 %

 3.88
 %

 %

 %

 $
 0.155

 $
 0.11

 $
 915,046

 $
 281,085

 $
 633,961

 April 2022 special warrants issuance

 2024

 2023

 91 days

 457 days

 %

 %

 2.96
 %

 3.88
 %

 %

 %

 $
 0.155

 $
 0.11

 $

 $
 546,592

 $
 ( 546,591
)

 $

 April 2022 non-brokered issuance

 2024

 2023

 91 days

 457 days

 %

 %

 2.96
 %

 3.88
 %

 %

 %

 $
 0.155

 $
 0.11

 $

 $
 21,252

 $
 ( 21,251
)

 $

 June 2022 issuance

 2024

 2023

 91 days

 457 days

 %

 %

 2.96
 %

 3.88
 %

 %

 %

 $
 0.155

 $
 0.11

 $

 $
 17,589

 $
 ( 17,588
)

 February 2021 issuance

 2024

 2023

 405 days

 771 days

 %

 %

 2.96
 %

 3.88
 %

 %

 %

 Share price

 $
 0.155

 $
 0.11

 $
 44,465

 $
 367,349

 $
 ( 322,884
)

 June 2019 issuance

 2024

 2023

 365 days

 731 days

 %

 %

 2.96
 %

 3.88
 %

 %

 %

 Share price

 $
 0.155

 $
 0.11

 $
 9,724

 $
 226,570

 $
 ( 216,846
)

 August 2019 issuance

 2024

 2023

 365 days

 731 days

 %

 %

 2.96
 %

 3.88
 %

 %

 %

 Share price

 $
 0.155

 $
 0.11

 $
 14,945

 $
 348,211

 $
 ( 333,266
)

 Warrants

of Warrant Activity

 Average

 exercise price

 grant date

 warrants

 (C$)

 value ($)

 Balance, December 31, 2022

 162,129,064

 $
 0.49

 $
 0.17

 Issued

 0.15

 0.05

 Exercised

 ( 10,416,667
)

 0.11

 0.12

 Expired

 ( 58,284,148
)

 0.50

 0.27

 145,061,976

 $
 0.37

 $
 0.09

 Issued

 2,157,384

 0.15

 0.07

 Balance, December 31, 2024

 147,219,360

 $
 0.37

 $
 0.09

 At
December 31, 2024, the following warrants were outstanding:

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

 August 8, 2027

 0.16

 1,680,591

 1,680,591

 August 8, 2027

 0.12

 476,793

 476,793

 147,219,360

 147,219,360

the year ended December 31, 2024, 10,416,667 May 2022 Teck warrants were exercised

 Compensation

 At
December 31, 2024, the following broker options were outstanding:

of Compensation Options

 broker

 exercise price

 (C$)

 Balance, December 31, 2022

 5,470,799

 $
 0.34

 Issued – March 2023 Compensation Options (i)

 2,070,258

 0.15

 Expired – August 2020 Compensation Options

 ( 3,239,907
)

 0.35

 4,301,150

 0.24

 4,301,150

 0.24

 Expired – February 2024

 ( 351,000
)

 0.50

 Expired – April 2024

 ( 1,879,892
)

 0.30

 Balance, December 31, 2024

 2,070,258

 $
 0.15

 (i)

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

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

 Grant Date

 Risk free
 interest rate

 Stock price

 Weighted average life

 March 2023

 3.4
 %

 %

 %

 C$ 0.11

 3 years

 Schedule of Broker Exercise
Prices

 Exercise

 Grant date

 Expiry date

 price (C$)

 broker options

 ($)

 March
 27, 2026 (i)

 $
 0.15

 2,070,258

 $

 2,070,258

 $

 (i)

 Exercisable
 into one March 2023 Unit.

 Stock

 The
following table summarizes the stock option activity during the years ended December 31, 2024 and 2023:

of Stock Options

 exercise price

 stock options

 (C$)

 Balance, December 31, 2022

 9,320,636

 $
 0.51

 Expired September 30, 2023

 ( 200,000
)

 0.60

 Expired November 25, 2023

 ( 150,000
)

 0.15

 8,970,636

 $
 0.52

 Granted August 1, 2024

 87,493

 0.16

 Expired October 24, 2024

 ( 1,575,000
)

 0.60

 Expired October 31, 2024

 ( 1,037,977
)

 0.34

 Balance, December 31, 2024

 6,445,152

 $
 0.52

 (i)

 On
 August 1, 2024, 87,493 stock options were issued to an employee of the Company, which vest on August 1, 2025. These options have
 a 5 -year life and are exercisable at C$ 0.16 per share of common stock. The grant fair value of the options was estimated at $ 7,242.
 The vesting of these options resulted in stock-based compensation of $ 3,016 for the year ended December 31, 2024, which is included
 in the operation and administration expense of the consolidated statements of loss and comprehensive loss.

 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:

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

 April 2020

 0.44
 %

 %

 %

 C$ 0.50

 February 2021

 0.64
 %

 %

 %

 C$ 0.34

 November 2022

 3.22
 %

 %

 %

 C$ 0.15

 August 2024

 3.09
 %

 %

 %

 C$ 0.16

 The
following table reflects the stock options issued and outstanding as of December 31, 2024:

of Actual Stock Options Issued and Outstanding

 Remaining

 Exercise

 contractual

 vested

 Grant date

 price (C$)

 life (years)

 outstanding

 (exercisable)

 fair value ($)

 0.55

 0.30

 5,957,659

 5,957,659

 1,536,764

 0.15

 2.90

 400,000

 400,000

 37,387

 0.16

 4.59

 87,493

 -

 7,242

 6,445,152

 6,357,659

 $
 1,581,393

 The
vesting of stock options during the year ended December 31, 2024, resulted in stock-based compensation expenses of $ 36,386 ($ 147,592
for the year ended December 31, 2023).

 12.
 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,
 2024

 Year ended December 31,
 2023

 Net loss for the year

)

)

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

 Net loss per share – basic

 ( 0.07
)

 ( 0.05
)

 Net loss for the period

)

)

 Dilutive effect of convertible debentures

 -

 -

 Dilutive effect of warrants on net income

 -

 -

 Diluted net loss for the year

)

)

 Weighted average number of shares of common stock - basic

 Diluted effect:

 Stock options and RSUs

 -

 -

 Weighted average number of shares of common stock - fully diluted

 Net loss per share - fully diluted

 ( 0.07
)

 ( 0.05
)

 13.
 RSU's

 Effective
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:

of Restricted Share Units

 grant date

 fair value

 per share

 shares

 (C$)

 Unvested as at December 31, 2022

 4,822,741

 $
 0.22

 Granted (i, ii, iii)

 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

 Granted (iv, v)

 9,720,403

 0.11

 Vested

 ( 2,667,436
)

 0.23

 Forfeited

 ( 71,000
)

 0.50

 Unvested as at December 31, 2024

 14,026,494

 $
 0.15

 (i)
 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 and comprehensive loss.

 (ii)
 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 and comprehensive loss.

 (iii)
 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 and comprehensive loss.

 (iv)
 On
 January 29, 2024, the Company granted 672,450 RSUs
 to executives and employees of the Company, which vest on January 29, 2025. The vesting of these RSUs resulted in stock-based
 compensation of $ 50,000
 for the year ended December 31, 2024, which is included in operation and administration expenses on the consolidated statements of
 loss and comprehensive loss.

 (v)
 On
March 13, 2024, the Company granted 9,047,953
 RSUs to executives and employees of the Company, which vest in one-third increments on March 31 of 2025, 2026 and 2027. The vesting of these RSUs resulted in stock-based compensation of $ 361,690
 for the year ended December 31, 2024, which is included in operation and administration expenses on the consolidated statements of loss and comprehensive loss.

 The
vesting of RSUs during the year ended December 31, 2024, resulted in stock-based compensation expense of $ 836,691 ( 949,114 for the year
ended December 31, 2023), which is included in operation and administration expenses on the consolidated statements of loss
and comprehensive loss.

 14.
 DSU's

 Effective
April 21, 2020, the board of directors approved a DSUs 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, 2024 and 2023:

of Deferred Share Units

 grant date

 fair value

 per share

 shares

 (C$)

 Unvested as at December 31, 2022

 2,710,000

 $
 0.97

 Granted (i, ii)

 1,857,280

 0.22

 Vested (i, iii, iv)

 ( 3,071,826
)

 0.55

 Unvested as at December 31, 2023

 1,495,454

 $
 0.90

 Granted (v, vi)

 2,865,363

 0.13

 Vested (ii)(v)

 ( 4,023,342
)

 0.41

 Unvested as at December 31, 2024

 337,475

 $
 0.16

 (i)

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

 (ii)

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

 (iii)

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

 (iv)

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

 (v)

 On
April 1, 2024, 1,907,840 DSUs were issued to the Company's Directors which vested immediately.

 (vi)

 On
October 1, 2024, 337,475 DSUs were issued to one of the Company's Directors which vests on October 1, 2025.

 In October 2024 the Company settled 1,051,787 DSUs by issuing 750,000 shares of common stock at C$ 0.16 a share and
cash payment $ 46,304 to a certain director of the Company. The
vesting of DSU's during the year ended December 31, 2024, resulted in stock-based compensation of $ 482,994 (a stock-based recovery
of $ 4,416 for the year ended December 31, 2023). The fair value of each DSU is $ 0.11 as of December 31, 2024 and $ 0.08 as of December
31, 2023.

 15.
 Commitments and contingencies

 As
stipulated in the agreement with the EPA and as described in Note 9, 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 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. The lawsuit is currently in the discovery phase, in which information is gathered and exchanged.

 16.
 Income taxes

 At
December 31, 2024, and December 31, 2023, 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, 2023 –
 21.0 %) to pretax loss from operations for the periods ended December 31, 2024 and December 31, 2023 as follows:

of Income Tax Provision

 Year

 Year

 Ended

 Ended

 2024

 2023

 (Loss) before income taxes

 $
 ( 26,880,213
)

 $
 ( 10,843,949
)

 Expected income tax (recovery)

 ( 5,644,845
)

 ( 2,277,229
)

 Change in estimates in respect of prior periods

 104,648

 ( 340,768
)

 Change in tax rate

 135,998

 -

 Change in fair value of derivative liability

 ( 176,059
)

 ( 495,605
)

 State and local taxes, net of federal benefit

 ( 463,643
)

 463,643

 Loss on debt settlement

 37,723

 124,154

 Other

 39,876

 ( 75,605
)

 Change in valuation allowance

 4,427,712

 5,190,000

 Total

 $
 ( 1,538,590
)

 $
 2,588,590

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

of Components of Deferred Tax Assets and Liabilities

 2024

 2023

 Deferred tax assets:

 Net operating loss carryforwards

 $
 9,692,247

 $
 15,583,299

 Mining interests

 7,097,179

 7,000,260

 EPA liabilities

 2,282,217

 2,565,870

 Stream debenture

 15,212,680

 13,903,560

 Lease liabilities

 67,178

 113,990

 Other deferred tax assets

 2,489,658

 993,979

 Total deferred tax assets

 36,841,159

 40,160,958

 Valuation allowance

 ( 35,631,961
)

 ( 29,214,112
)

 Total deferred tax assets

 1,209,198

 10,946,846

 Deferred tax liabilities:

 Deferred revenue

 -

 ( 12,526,577
)

 Convertible debentures

 ( 429,087
)

 ( 615,508
)

 Right of use assets and lease obligations

 ( 202,381
)

 ( 167,506
)

 ( 577,730
)

 ( 224,553
)

 Unrealized foreign exchange gain

 -

 ( 1,292
)

 Total deferred tax liabilities

 ( 1,209,198
)

 ( 13,535,436
)

 Net deferred tax liabilities

 $
 -

 $
 ( 2,588,590
)

 The
potential income tax benefit of net deferred tax assets has been offset by a full valuation allowance.

 At
December 31, 2024 and December 31, 2023, the Company has an unused net operating loss carryforward balance of $ 37,379,170 and $ 58,145,638,
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 income tax benefit of $ ( 1,538,590) for the year ended December 31, 2024, and incurred $ 2,588,590 of income tax expense
for the year ended December 31, 2023. The Company's effective income tax rate for 2024 was 5.8 % compared to - 23.4 % for 2023. The
effective tax rate for 2024 differed from the statutory rate primarily due to the income tax treatment of the Stream proceeds as deferred
revenue on receipt, the recognition of the Stream proceeds in current year taxable income, 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 2024.

 17.
 Operating Expenses

of Operating Expenses

 2024

 2023

 December 31

 2024

 2023

 Operating expenses

 General administration expenses

 $
 11,709,118

 $
 7,995,201

 Salaries, wages, and consulting fees

 3,940,024

 3,605,373

 Total

 $
 15,649,142

 $
 11,600,574

 18.
 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.

of Related Party Transactions

 Year
 Ended

 Year
 Ended

 2024

 2023

 Consulting fees, wages and bonus

 $
 1,400,278

 $
 1,104,075

 At
December 31, 2024 and December 31, 2023, $ 24,658 and $ 67,800, respectively, is owed to key management personnel with all amounts included
in accounts payable and accrued liabilities.

 (i)
During the year ended December 31, 2024, Richard Williams (Director and Executive Chairman) billed $ 412,152
(year ended December 31, 2023 - $ 286,253)
for wages and bonus payment for services to the Company. At December 31, 2024, $ nil
is owed to Richard Williams (December 31, 2023 - $ 67,800)
for consulting services, with all amounts included in accounts payable and accrued liabilities.

the year ended December 31, 2024, 2,556,566 RSUs were issued to Richard Williams which will vest in one third
increments on March 31, 2025, March 31, 2026, and March 31, 2027. The vesting of these RSUs resulted in stock-based compensation of $ 102,198
for the year ended December 31, 2024.

the year ended December 31, 2023, 1,588,800 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 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.

 (ii)
During the year ended December 31, 2024, the Company incurred $ 454,296
in payroll expense and bonus payment for Sam Ash (CEO) (year ended December 31, 2023 - $ 318,924)
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, 2024, 2,876,137 RSUs were issued to Sam Ash which will vest in one third increments
on March 31, 2025, March 31, 2026, and March 31, 2027. The vesting of these RSUs resulted in stock-based compensation of $ 114,973 for
the year ended December 31, 2024.

the year ended December 31, 2023, 1,787,400 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 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.

 (iii)
During the year ended December 31, 2024, Gerbrand van Heerden billed $ 362,000
 (year ended December 31, 2023, $ 132,000) for
wages and bonus payment for services to the Company. At December 31, 2024, $ nil
 (year ended December 31, 2023, $ nil)
is payable, including reimbursable expenses, and included in accrued liabilities.

the year ended December 31, 2024, 672,450 RSUs were issued to Gerbrand van Heerden which vested on January 26,
2025. The vesting of these RSUs resulted in stock-based compensation of $ 46,448 for the year ended December 31, 2024.

the year ended December 31, 2024, 504,034 RSUs were issued to Gerbrand van Heerden which will vest in one third
increments on March 31, 2025, March 31, 2026, and March 31, 2027. The vesting of these RSUs resulted in stock-based compensation of $ 20,149
for the year ended December 31, 2024.

 (iv)
During the year ended December 31, 2024, the Company incurred $ nil in payroll expense and bonus payment for David Wiens (Former CFO)
(year ended December 31, 2023, $ 246,673) for services to the Company.

the year ended December 31, 2023, 1,456,400 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 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.

 (v)
During the year ended December 31, 2024, Pam Saxton (Director) billed $ 41,299 (year ended December 31, 2023 - $ 34,832) for consulting
services to the Company. On April 1, 2024, the Company issued 476,960 DSU's to Pam Saxton which vested immediately. On July 4,
2023, the Company issued 431,739 DSU's to Pam Saxton which vested immediately.

 (vi)
During the year ended December 31, 2024, Cassandra Joseph (Director) billed $ 21,178
(year ended December 31, 2022 - $ 34,832)
for consulting services to the Company. On April 1, 2024, the Company issued 620,048
DSU's to Cassandra Joseph which vested immediately. On July 4, 2023, the Company issued 431,739
DSU's to Cassandra Joseph which vested immediately. In October 2024 the Company settled 1,051,787 DSUs by issuing 750,000 shares of common stock at C$ 0.16 a share and
cash payment $ 46,304 to Cassandra Joseph.

 (vii)
During the year ended December 31, 2024, the Company incurred $ 34,185 in director fees for Mark Cruise (year ended December 31, 2023
- $ 31,240). At December 31, 2024, $ 2,933 is owed to Mark Cruise (December 31, 2023 - $ nil) for consulting services. On April 1, 2024,
the Company issued 476,960 DSU's to Mark Cruise which vested immediately. On July 4, 2023, the Company issued 374,174 DSU's
to Mark Cruise which vested immediately.

 (viii)
During the year ended December 31, 2024, Paul Smith (Director) billed $ 43,009 (year ended December 31, 2023 - $ 19,322) for consulting
services to the Company. On April 1, 2024, the Company issued 476,960 DSU's to Paul Smith which vested immediately. On July 5,
2023, the Company issued 245,454 DSU's to Paul Smith which vest on July 5, 2024.

 (ix)
During the year ended December 31, 2024, Dickson Hall (Director) billed $ 43,448 (year ended December 31, 2023 - $ nil) for consulting
services to the Company. At December 31, 2024, $ 21,725 is owed to Dickson Hall (December 31, 2023 - $ nil) for consulting services. On
April 1, 2024, the Company issued 476,960 DSU's to Dickson Hall which vested immediately. On July 4, 2023, the Company issued 374,174
DSU's to Dickson Hall which vested immediately.

 x) During
the year ended December 31, 2024, Kelli Kast (Director) billed $ 9,875
 (year ended December 31, 2023 - $ nil)
for consulting services to the Company. On October 1, 2024, the Company issued 337,475
 DSU's to Kelli Kast which vested on October 1, 2 025.

 Sprott
Transactions

 In
August 2024, the Company and Sprott agreed to amend the maturity date of CD1 from March 31, 2026, to March 31, 2028, and CD2 from March
31, 2026, to March 31, 2029, and that CD1 and CD2 would remain outstanding until the new maturity dates unless the Company elects to
exercise its option of early repayment.

 In
December 2024, the Company drew $ 10,000,000 on the debt facility. As consideration for Sprott advancing the debt facility the Company
granted a royalty for 1.0 % 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 and a 0.70 % rate will apply to
claims outside of these areas.

 In
June 2023, all conditions were met for the closing of the Stream, and $ 46,000,000 was advanced to the Company.

with the funding of the stream in June 2023, the Company repaid the outstanding principal and interest on the Bridge Loan.

with the funding of the stream in June 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.

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 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.

 19.
 Segment Reporting

 The
Company's sole focus is the development and restart of its 100% owned Bunker Hill Mine in Idaho, USA. As of December 31, 2024,
and December 31, 2023, the Company had one single reportable segment, which is the Bunker Hill Mine. The executive team, consisting of the CEO, CFO and Executive Chairman, uses the following
measurements to manage the business. The chief operating decision maker of the Bunker Hill Mine is the CEO.

of Segment Reporting Information

 December 31

 2024

 2023

 Total assets

 $
 97,601,550

 $
 61,989,678

 Interest income

 $
 655,125

 $
 1,107,093

 Interest expense & accretion

 $

 ( 8,091,412

)

 $
 ( 7,124,527
)

 Net (loss) for the year

 $
)

 $
)

 20.
 Subsequent events

 Share
Issuance

 On
January 8, 2025, the Company issued 1,053,335 shares of common stock to satisfy $ 120,000 owed to a certain service provider of the Company
as of December 31, 2024.

 On
January 14, 2025, 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, 2024.

 On January 27, 2025, the Company issued 672,450 shares
of common stock in connection with settlement of RSUs.

 On January 29, 2025, the Company issued 621,500 shares
of common stock to satisfy $ 60,000 owed to a certain service provider of the Company as of December 31, 2024.

 On March 13, 2025, the Company's board of directors
approved an amendment to the vesting schedule of certain RSUs previously granted to certain directors and officers of the Company under
the Company's amended and restated restricted stock unit incentive plan (the "RSU Plan") on November 2, 2022, July 4,
2023 and March 13, 2024, such that an aggregate of 5,562,419 RSUs granted to such directors, officers and employees will now vest on May
1, 2025 rather than on March 13, 2025 or March 31, 2025, as applicable. All other terms of such RSUs remain the same.

 Warrant
Issuance

 On
January 7, 2025, in connection with the Silver Loan, the Company issued 100,397 Bonus Warrants to Monetary Metals. Each such warrant
will entitle the holder to acquire one share of common stock of the Company at an exercise price of C$ 0.15. Each such warrant is exercisable
until August 8, 2027.

 Debt
Facility

 On
January 17, 2025, the Company drew $ 5,000,000 on the debt facility.

 On
January 31, 2025, the Company drew the final $ 6,000,000 on the debt facility.

 As
consideration for Sprott advancing $ 11,000,000 of the debt facility, the Company granted a royalty for 1.0 % 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. A 0.70 % rate will apply to claims outside of these areas.

 Unsecured
Promissory Note

 On
March 21, 2025, the company closed an unsecured promissory note for an aggregate principal amount of up to $ 3,400,000 (the " Note ")
to ensure sufficient short-term funding to keep the Project on track while the Private Placements close. The Note will bear interest
at 12 % per annum, with such interest being capitalized and added to the principal amount outstanding under the Note monthly. The Note
will be available in multiple advances, at the discretion of Teck, and is payable on demand from Teck. On March 21, 2025, the Company
received $ 763,000 advance from Teck. On March 25, 2025, the Company received $ 2,325,000 advance from Teck. As of March 28, 2025, the
principal outstanding on the unsecured promissory note is $ 3,088,000.

 Restricted Cash

 During the year end December 31, 2024, the Company
made a $ 3,000,000 payment to the EPA bringing the principal of the cost recovery liability to $ 14,000,000. As a result of this payment
the Company's letter of credit requirement decreased by $ 1,500,000 and the restricted cash balance (utilized as collateral for
letters of credit) decreased by the same amount from $ 4,475,000 as of December 31, 2024, to $ 2,975,000 on January 20, 2025.

 Restructuring of Outstanding Debt alongside up
to $45,000,000 Equity Financing and Provision of New Standby Facility

 In March 2025, the Company announced a
restructuring of outstanding debt alongside an equity financing of up to $ 45,000,000
and a new standby facility agreement for $ 10,000,000.
The planned brokered private placement equity offering for minimum aggregate gross proceeds of $ 10,000,000
(C$ 14,370,000),
and up to maximum aggregate gross proceeds of $ 15,000,000
(C$ 21,555,000)
(the "Brokered Offering"). Teck
has agreed to contribute, through a non-brokered private placement, $2 for every $1 raised through the Brokered Offering in
aggregate, with a minimum lead order of $ 6,600,000
and total gross proceeds of up to $ 30,000,000
(C$ 43,110,000)1
(collectively, the "Non-Brokered Offering" and together with the Brokered Offering, the "Private
Placements"), subject to shareholder approval, closing of the debt restructuring transactions and other customary closing
conditions. Proceeds will be used to support the construction, start-up, and ramp-up of the Project. In connection with the
Non-Brokered Offering, the Company and Teck have amended the subscription agreement dated March 5, 2025, to, among other things,
amend the closing condition thereunder requiring the Company to raise aggregate gross proceeds of at least $ 20,000,000
under the Brokered Offering to a minimum of at least $ 10,000,000.

 In accordance with the TSX-V policies, the approval
of the Company's stockholders will be required with respect to Teck becoming a Control Person (over 20% ownership in the Company).
In lieu of a special meeting of its stockholders, the Company intends to obtain the written consent of disinterested stockholders holding
more than 50 % of the current issued and outstanding Common Shares (the "Stockholder Consent"), which Stockholder Consent will
exclude any votes held by Teck and its Affiliates or Associates (each as defined in the TSX-V policies).

 Also in connection with the Non-Brokered Offering,
the Company and its wholly-owned subsidiary Silver Valley Metals Corp. ("Silver Valley") announced its intention to enter
into a standby facility agreement with Teck (or an affiliate thereof) pursuant to which, among other things, Teck will provide an uncommitted
revolving standby prepayment facility of up to $10,000,000 to the Company (the "SP Facility"), which will be available to
the Company until the earlier of (i) June 30, 2028, and (ii) the date on which the Project hits 90% of name plate capacity or the date
on which the Company is cash positive for a quarter, unless terminated earlier by Teck. The SP Facility will bear interest at a to-be-agreed-basis
per annum, calculated and capitalized quarterly.

 The Company announced its intention to restructure,
either directly or indirectly, its existing debt financing package with Sprott Streaming and certain other creditors on the following
principal terms:

 a.

 the amendment and restatement of the Series 1 secured convertible debentures in the aggregate principal amount of $ 6,000,000 (collectively, the "Series 1 CDs") previously issued to Sprott Streaming and certain other creditors, maturing on March 31, 2028, pursuant to which, among other things, (i) the rate of interest of the Series 1 CDs will be reduced from 7.5 % to 5.0 % per annum, (ii) the current conversion price, being the U.S. dollar equivalent of C$ 0.30 per Common Share, will be reduced to equal the Offering Price, and (iii) certain prepayment and conversion terms will be amended;

 b.

 the amendment and restatement of the Series 2 secured convertible debentures in the aggregate principal amount of $ 15,000,000 (collectively, the "Series 2 CDs") previously issued to Sprott Streaming, maturing on March 31, 2029, pursuant to which, among other things, (i) the rate of interest of the Series 2 CDs will be reduced from 10.5 % to 5.0 % per annum, (ii) the current conversion price, being the U.S. dollar equivalent of C$ 0.29 per Common Share, will be reduced to equal the Offering Price, and (iii) certain prepayment and conversion terms will be amended;

 1 Based on a USD/CAD exchange rate of 1.4370
as published by the Bank of Canada on March 5, 2025.

 c.

 the exchange of a $46,000,000 multi-metals stream previously entered into with Sprott Streaming, which currently applies to up to 10% of payable metals sold from the Project and expires on June 23, 2063 (the "Stream"), for the Series 3 CDs, the Sprott Tranche II Shares and the Third Royalty referred to and defined below under paragraph (A) below;

 d.

 the cancellation of the royalty put option previously granted to Sprott Streaming, pursuant to which, among other things, upon the occurrence of an event of default under any of the Series 1 CDs and the Series 2 CDs, Sprott Streaming may require the Company to purchase the First Royalty (as defined below);

 e.

 the amendments of certain royalty interests granted to Sprott Streaming (collectively, the "First Royalty"), currently applying to certain primary, residual and other claims comprising the Project (with the royalty percentage being between 1.35 % to 1.85 % based on the type of claim), pursuant to which, among other things, the First Royalty will be consolidated into one 1.85 % life-of-mine gross revenue royalty applying to both primary and secondary claims comprising the Project, which will also include additional surface and mineral rights recently acquired by the Company or Silver Valley, as applicable; and

 f.

 the amendment and restatement of the loan agreement with respect to the existing senior secured credit facility in the aggregate principal amount of $ 21,000,000 advanced by Sprott Streaming (the "Debt Facility"), maturing on June 30, 2030 and secured by first-ranking interests and charges on all of the property and assets of the Company and its wholly-owned subsidiary Silver Valley Metals Corp., pursuant to which (i) the sliding scale royalty payable in connection with advances thereunder (the "Second Royalty Amendments") will be fixed at 1.5 % for both the primary and secondary claims comprising the Project and (ii) the Company's royalty buyback option thereunder will be cancelled; the foregoing amendments will also be reflected in an amendment to the additional royalty granted to Sprott in connection with the Debt Facility,

 g.

 the Company and Monetary Metals Bond III LLC (together with its affiliates, "Monetary Metals") enter into an amending agreement to the note purchase agreement dated August 8, 2024, as previously by amended by a first amending agreement dated November 11, 2024 (the "MM NPA"), the parties intend to, among other things, (i) reduce the interest rate payable on advances under the existing loan by Monetary Metals to Silver Valley Metals Corp., a wholly-owned subsidiary of the Company, in the aggregate principal amount equal to the U.S. dollar equivalent of up to 1,200,000 troy ounces of silver (the "Silver Loan") from 15% to 13.5%; (ii) clarify the calculation of the cash flow sweep; (iii) extend the availability date for advances of the Silver Loan from January 31, 2025 to June 30, 2025; and (v) in connection with any advances of the Silver Loan, to provide for the issuance of bonus warrants ("Bonus Warrants") in such number and on such terms as to be agreed upon between the parties before issuance and subject to prior approval from the TSX-V (however, in any event, the aggregate number of Bonus Warrants issued to Monetary Metals under the Silver Loan will not exceed the maximum amount of 3,000,000 allowable under the MM NPA).

 In consideration for, and in connection with, the Debt Amendments, the
Company intends to, either directly or indirectly:

 a.

 in consideration for the exchange of the Stream pursuant to the terms of a recapitalization agreement to be entered into among the Company, Teck, and Sprott Streaming, (i) issue to Sprott Streaming, on a private placement basis, two senior secured Series 3 convertible debentures in the aggregate principal amount of $ 4,000,000 (the "Series 3 CDs") which, once issued, will (a) mature on June 30, 2030, (b) bear interest at an accrued rate of 5.0 %, which interest shall be capitalized until the beginning of 2028 or an event of default, and (c) otherwise have terms substantially similar to the terms of the Series 1 CDs, (ii) issue up to 200,000,000 Common Shares at the Offering Price ("Sprott Tranche II Shares") and (iii) grant Sprott Streaming an additional 1.65 % life-of-mine gross revenue royalty on both the primary and secondary claims comprising the Project (the "Third Royalty");

 b.

 enter into a debt settlement agreement with Sprott Streaming, pursuant to which, among other things, Sprott Streaming will convert $ 6,000,000 outstanding under the Debt Facility, together with all accrued and unpaid interest thereon, in consideration of up to 58,142,857 Common Shares at the Offering Price ("Sprott Tranche I Shares") and the Second Royalty Amendments (the "Sprott Loan Conversion");

 c.

 enter into an amended and restated intercreditor agreement with, among others, the Company, Teck, Monetary Metals and Sprott Streaming pursuant to which certain payment terms under the First Royalty, the Second Royalty Amendment, Third Royalty, the Series 1CDs, the Series 2 CDs, the Series 3 CDs and the Debt Facility will be waived, restricted or otherwise revised during the term in which the Company has any outstanding obligations owing under the SP Facility;

 The Company is unable to predict the outcome of these
financing transactions or any future financing or strategic transactions that we may pursue or whether any such efforts will be successful.
There can be no assurance that these financing transactions will close as anticipated. In addition, our ability to complete these financing
transactions and any future financing or strategic transactions depends on a number of factors, including the state of the global commodity,
credit and equity markets. If we are unable to complete these financings transactions, complete new capital transactions or obtain additional
financings on acceptable terms or at all, we will face significant liquidity challenges. Refer to Part I, Item 1.A "Risk Factors"
for a discussion of additional risks relating to our liquidity.

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

 Effective
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's management, including its principal executive and principal financial officers, 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, 2024.

 Internal
Control Over Financial Reporting

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

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

 With
the participation of the CEO and CFO, the Company's management evaluated the effectiveness of the Company's internal control
over financial reporting as of December 31, 2024 to ensure that information required to be disclosed by the Company in the reports filed
or submitted by the Company under the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms, including to ensure that information required to be disclosed by the Company in the reports filed
or submitted by the Company under the Exchange Act is accumulated and communicated to the Company's management, including the Company's
principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure. 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, 2024.

 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.

 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

 Insider
Trading Arrangements and Policies

 During the quarter ended December 31, 2024, none of our directors or executive officers adopted
or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (as those terms are
defined in Item 408 of Regulation S-K). In addition, we did not adopt or terminate a Rule 10b5-1 trading arrangement during the quarter
ended December 31, 2024.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
applicable.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 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, 2024. 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

 Gerbrand van Heerden

 CFO and Corporate Secretary

 November 1, 2023

 Mark Cruise

 June 30, 2022

 Cassandra Joseph

 Former Director

 November 2, 2020

 Kelli Kast

 October 1, 2024

 Dickson Hall

 January 5, 2018

 Pamela Saxton

 October 30, 2020

 Paul Smith

 July 5, 2023

 Biographical Information

 Sam
Ash was a Partner at Barrick Gold Corp. ("Barrick") from 2015 to 2018 and held various roles over a nine year
tenure between 2009 and 2018. His role at Barrick included 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 achieved a 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 experienced mining executive and organizational leader 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.

 Gerbrand van Heerden is an experienced financial executive 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).

 Kelli
C. Kast has nearly 30 years of in-house legal experience, including twenty years as a top legal officer in the mineral
resource industry. Ms. Kast currently serves as the Vice President, General Counsel and Chief Administrative Officer of Rare Element
Resources, Ltd. ("RER") (since July 2024). Prior thereto, she served in various capacities for RER including as a
consultant (June 2015 through June 2024), interim President and CEO (March 2024 through May 2024), Director (August 2022 through
August 2024) and as the Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary (July 2012 through May
2015). Prior to her tenure with RER, she served as Coeur d'Alene Mines Corporation's Sr. Vice President, General
Counsel, Chief Administrative Officer and Corporate Secretary from May 2009 to April 2012, and as the Vice President, General
Counsel and Corporate Secretary from May 2005 to April 2009. From 2004 to 2005, Ms. Kast served as Corporate Counsel for HealtheTech
Inc. From 1997 to 2003, she served as the Assistant General Counsel and Corporate Secretary for Global Water Technologies Inc. and
Psychrometric Systems, Inc. Ms. Kast earned her Juris Doctor from the University of South Dakota School of Law and her
Bachelor's degree from the University of Idaho.

 Dickson
Hall is a proven financial executive in director international resource sector. 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 independent director. She currently serves as a director of Rare
Element Resources, Ltd. (since August 2024). She has served on the Board of Timberline Resources Corporation and as Audit Committee
Chair from May 2021 to August 2024 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 a natural resource strategist and subject matter expert. Mr Smith was the former Head of Strategy at Glencore (LON:
GLEN) (2011–2020), and Chief Financial Offer of the DRC-based Glencore subsidiary Katanga Mining (2019–2020). He is currently a
non-executive director at Seadrill (NYSE: SSDRL) (since November 2021) and a director at Echion Technologies Ltd (since August
2021). He is the founder of Energy Reach Partners, Voltaire Minerals Partners and Collingwood Capital Partners. 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

 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.

 Insider Trading Arrangements and Policies

 The Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions
of our securities by directors, officers and employees, or the Company itself, that are reasonably designed to promote compliance with
insider trading laws, rules and regulations, and any listing standards applicable to the Company.

 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) ($)

 Option
 Awards ($)

 Non-Equity Incentive Plan Compensation (2) (#)

 Non-qualified Deferred Compensation Earnings ($)

 All other
 Compensation
 ($)

 Total
 ($)

 Richard Williams

 2024

 285,000

 -

 208,328

 -

 -

 -

 -

 493,328

 Executive Chairman

 2023

 240,000

 -

 433,765

 -

 127,152

 -

 -

 800,917

 Sam Ash

 2024

 311,250

 -

 234,369

 -

 -

 -

 -

 545,619

 Chief Executive Officer

 2023

 270,000

 -

 477,376

 -

 143,046

 -

 -

 890,422

 Gerbrand van Heerden (3) Chief Financial Officer

 2024

 312,000

 -

 91,072

 -

 -

 -

 -

 403,072

 2023

 52,000

 80,000

 -

 -

 -

 -

 -

 132,000

 David Wiens (4)

 2024

 -

 -

 -

 -

 -

 -

 -

 -

 Former Chief Financial Officer

 2023

 199,998

 -

 185,673

 -

 46,675

 -

 3,600

 435,946

 (1)

 The
 amounts reported in the above table reflect the aggregate grant date fair value of RSU awards, calculated in accordance with FASB
 ASC Topic 718. These values have been determined under the principles used to calculate the grant date fair value of equity awards
 for purposes of the Company's financial statements, as set forth in Note 10 to this Annual Report on Form 10-K. All 2023 and
 2024 C$ amounts have been converted to $ using the C$/US$ exchange rate as of the applicable grant date.

 (2)

 The short-term incentive plan amounts earned with respect to 2024 have not been finalized as of the date of this report and will be disclosed in the Company's proxy statement.

 (3)

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

 (4)

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

 Outstanding Stock Options Awards At Fiscal Year
End

 The following table provides a summary of equity awards
outstanding as of December 31, 2024, for each of the named executive officers.

 Outstanding Equity Awards At 2024 Fiscal Year-End

 Option Awards (1)

 Stock Awards (1)

 Name of NEO and Position

 Number of shares of common stock underlying unexercised Options
 (#) exercisable

 Number of shares of common stock underlying unexercised Options (#) unexercisable

 Option exercise price
 (C$)

 Option expiration date

 Number of shares or units of shares that have not vested (#)

 Market or payout value of share awards that have not vested
 ($) (6)

 Richard Williams, Executive Chairman

 -

 -

 -

 -

 370,252
 (2)

 39,884

 -

 -

 -

 -

 1,059,200
 (3)

 114,098

 -

 -

 -

 -

 2,556,566
 (4)

 275,396

 3,957,659

 -

 0.55

 4/20/2025

 -

 Sam Ash, CEO

 -

 -

 -

 -

 416,533
 (2)

 44,869

 -

 -

 -

 -

 1,191,600
 (3)

 128,361

 -

 -

 -

 -

 2,876,137
 (4)

 309,821

 Gerbrand van Heerden, CFO

 -

 -

 -

 -

 672,450
 (5)

 72,437

 -

 -

 -

 -

 504,034
 (4)

 54,295

 David Wiens, Former CFO

 -

 -

 -

 -

 -

 -

 (1)

 All C$ amounts have been converted to $ using the C$/US$ exchange rate as of December 31, 2024.

 (2)

 These restricted stock units ("RSUs") vested on March 31, 2025.

 (3)

 Half of these RSUs vested on March 31, 2025, and the other half vests on March 31, 2026.

 (4)

 One-third of these RSUs vested on March 13, 2025, and the balance will vest in equal increments on March 13, 2026, and March 13, 2027.

 (5)

 These RSUs vested on January 26, 2025.

 (6)

 Value is equal to the number of outstanding awards multiplied by C$0.155, the closing price on the TSXV for the shares of common stock on December 31, 2024.

 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. The compensation therefore must be 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 component of the Company's compensation program 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. Cash 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 provide 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 regarding a change in control.

 The Board believes 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.

 Termination and Change of Control
Benefits

 Change of Control Agreements

 The Company has provided change of control benefits
to NEO's 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 Company without just cause, or resigns for good reason pursuant to the terms of
the employment agreement, in each case 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 employment agreements with the Executive
Chairman, CEO, CFO, Vice President Business Development and Vice President Investor Relations, which provide for compensation and certain other benefits and for severance payments
under certain circumstances. These 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.

 Policies and Practices for Granting Certain Equity
Awards

 While we do not have a formal written policy in place with regard to the
timing of awards of Options in relation to the disclosure of material non-public information, the Board does not seek to time equity grants
to take advantage of information, either positive or negative, about the Company that has not been publicly disclosed. It has been our
practice to grant equity awards to our officers and directors upon their appointment. We intend to issue equity grants to our officers
and/or directors at the same time each year, typically in connection with our first meeting of the Board of Directors each fiscal year.
Option grants are effective on the date the award determination is made by the Board, and the exercise price of Options is the closing
market price of Bunker Hill common stock on the immediately preceding business day of the grant.

 During the fiscal year ended December 31, 2024, we did not award any Options
to an NEO in the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or
furnishing of a current report on Form 8-K that discloses material non-public information, and ending one business day after the filing
or furnishing of such report.

 Director Compensation

 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 and has appointed the
compensation committee of the Board to make recommendations regarding director compensation.

 The following table provides information regarding
compensation paid to the Company's directors (other than a director who was a NEO) during the year ended December 31, 2024:

 Fees Earned or Paid in Cash
 ($)

 Stock
 Awards (1)(2)
 ($)

 Total
 ($)

 Dickson Hall

 43,448

 43,922

 87,370

 Mark Cruise

 34,185

 43,922

 78,107

 Kelli Kast

 9,875

 39,985

 49,860

 Paul Smith

 43,009

 43,922

 86,931

 Pam Saxton

 41,299

 43,922

 85,221

 Cassandra Joseph

 21,178

 57,099

 78,277

 (1)

 Represents DSUs granted to our non-employee directors. The amounts reported in this table reflect the grant date fair value of the DSUs computed in accordance with FASB ASC Topic 718 based on the share price on the applicable date of grant. For Messrs. Hall, Cruise, Smith and Mses. Saxton and Joseph, the DSUs were calculated using a share price of C$0.125 and for Ms. Kast, the DSUs were calculated using a share price of C$0.16. For Messrs. Hall, Cruise, Smith and Mses. Saxton and Joseph, the DSUs reported in this table vested on April 1, 2024 and for Ms. Kast, the DSUs reported in this table vest on October 1, 2025.

 (2)

 At
 December 31, 2024, the aggregate number of DSUs outstanding for each non-employee director were as follows: Mr. Hall –
 851,134; Mr. Cruise – 1,061,134; Ms. Kast – 337,475; Mr. Smith – 722,414; Ms. Saxton – 908,699; Mr. Williams
 – 5,000,000 and Ms. Joseph – 0.

 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 21, 2025 (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

 10,711,234

 (c)

 2.9
 %

 Sam Ash, CEO and Director

 6,722,758

 (d)

 1.9
 %

 Gerbrand van Heerden, CFO

 938,746

 (e)

 **

 Dickson Hall, Director

 736,000

 (f)

 **

 Pamela Saxton, Director

 504,000

 (g)

 **

 Mark Cruise, Director

 350,000

 (h)

 **

 Kelli Kast, Director

 -

 **

 Paul Smith, Director

 -

 **

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

 19,962,738

 5.4
 %

 *

 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 21, 2025, 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., 300-1055 West Hastings Street, Vancouver, British Columbia V6E2E9, Canada and (604-417-7952), respectively.

 (b)

 Based on a total of 359,438,769 shares of Bunker Hill common stock outstanding as of March 21, 2025.

 (c)

 Includes (i) 4,453,916 shares of common stock, (ii) 3,957,659 shares subject to stock options exercisable within 60 days of March 21, 2025, (iii) 547,619 shares subject to warrants exercisable within 60 days of March 21, 2025, and (iv) 1,752,040 shares subject to RSUs convertible within 60 days of March 21, 2025.

 (d)

 Includes (i) 3,763,210 shares of common stock, (ii) 988,503 shares subject to warrants exercisable within 60 days of March 21, 2025, and (iii) 1,971,045 shares subject to RSUs convertible within 60 days of March 21, 2025.

 (e)

 Includes
 (I) 770,735 shares of common stock and (ii) 168,011 shares subject to RSUs convertible within 60 days of March 21, 2025.

 (f)

 Includes (i) 368,000 shares of common stock and (ii) 368,000 shares subject to warrants exercisable within 60 days of March 21, 2025.

 (g)

 Includes (i) 294,000 shares of common stock and (ii) 210,000 shares subject to warrants exercisable within 60 days of March 21, 2025.

 (h)

 Includes (i) 175,000 shares of common stock and (ii) 175,000 shares subject to warrants exercisable within 60 days of March 21, 2025.

 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 21, 2025, unless otherwise indicated below.

 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

 146,761,392
 (b)

 32.1
 %

 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

 Teck Resources Limited, 550 Burrard street, Suite 3300, Vancouver, BC V6C
0B3, Canada

 26,736,112

 (c)

 7.4
 %

 (a)

 Based on a total of 359,438,769 shares of Bunker Hill common stock outstanding as of March 21, 2025.

 (b)

 Includes
 (i) 49,251,875 shares of common stock as of January 10, 2025, (ii) 339,000 shares subject to warrants exercisable within 60 days of March 21, 2025, and
 (iii) 97,170,517 shares subject to convertible debentures convertible within 60 days of March 21, 2025. This information is based on a Form 8-K filed on the
EDGAR website (www.sec.gov) on March 5, 2025.

 (c)

 Includes (i) 23,784,723 shares of common stock as of January 10, 2025,
and (ii) 2,951,389 shares subject to warrants exercisable within 60 days of March 21, 2025. This information is based on a Form 8-K filed
on the EDGAR website (www.sec.gov) on March 5, 2025.

 Equity Compensation Plan

 The following table provides
information as of December 31, 2024, with respect to shares of common stock that may be issued pursuant to Options granted under the
Bunker Hill Mining Corp. Amended and Restated Stock Option Plan (the "Option Plan") and the vesting of
RSUs granted under the Amended and Restated Restricted Stock Unit Incentive Plan of the Company (the "RSU Plan").

 Plan Category

 Number of shares of common stock to be issued upon exercise of outstanding Options and RSUs (a)

 Weighted-average exercise price of outstanding Options (b)
(C$)

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

 Option Plan

 6,445,152

 0.52

 28,524,710

 RSU Plan

 14,026,493

 N/A

 7,516,576

 Total

 20,471,645

 36,041,286

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

 Certain 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.

 Director Independence

 The Company's common stock is
currently traded on the TSXV and the OTCQB and as such, is not subject to the rules of any national securities exchange that 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, Kelli Kast, Mark Cruise,
Dickson Hall and Paul Smith have been determined to be "independent" directors of the Company. Mr. Williams is not
independent due to his position with the Company as the Executive Chairman and Mr. Ash is not independent due to his position as
Chief Executive Officer.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Audit Fees

 Effective 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, 2024 and 2023, and is expected to serve in that capacity for the ensuing year 2025. Principal accounting fees for professional services
rendered for the Company by MNP LLP for the years ended December 31, 2024 and 2023 are summarized in the following table:

 December 31, 2024

 December 31, 2023

 Audit

 $
 116,756

 $
 119,599

 Audit related

 110,983

 93,663

 Tax

 -

 2,603

 All other

 8,145

 50,043

 Total

 $
 235,884

 $
 265,908

 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 AND 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)

 4.6

 Supplemental Warrant Indenture, dated as of June 6, 2024, by and among Bunker Hill Mining Corp., Capital Transfer Agency ULC, and Computershare Trust Company of Canada (incorporated by reference to Exhibit 4.1 to the Form 10-Q filed on July 30, 2024)

 4.7

 Form of Bunker Hill Mining Corp. Non-Transferable Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on August 14, 2024)

 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 (incorporated by reference to Exhibit 10.5 to the Form 10-K filed on March 12, 2024)

 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 (incorporated by reference to Exhibit 10.7 to the Form 10-K filed on March 12, 2024)

 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)

 10.9

 Fifth Omnibus Amendment Agreement, dated as of August 8, 2024, 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 August 14, 2024)

 10.10

 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)

 10.11

 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)

 10.12

 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)

 10.13

 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)

 10.14

 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)

 10.15

 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)

 10.16

 First Amendment to Loan Agreement, dated as of August 8, 2024, 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 10.4 to the Form 8-K filed on August 14, 2024)

 10.17

 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)

 10.18

 Secured Promissory Note Purchase Agreement, dated as of August 8, 2024, by and among Bunker Hill Mining Corp., Silver Valley Metals Corp., as borrower, and Monetary Metals Bond III LLC, as purchaser (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on August 14, 2024)

 10.19

 Form of Secured Promissory Note, dated as of August 8, 2024, issued by Silver Valley Metals Corp., as borrower, for the benefit of Monetary Metals Bond III LLC, as holder (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on August 14, 2024)

 10.20

 Royalty Put Option Agreement, dated as of July 22, 2022, by and among Sprott Private Resource Streaming and Royalty (Collector), LP, the Company, and Silver Valley Metals Corp. (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed on November 7, 2024)

 10.21

 Amended and Restated Royalty Put Option Agreement, dated as of August 8, 2024, by and among Bunker Hill Mining Corp., Silver Valley Metals Corp. and Sprott Private Resource Streaming and Royalty (US Collector), LP (incorporated by reference to Exhibit 10.5 to the Form 8-K filed on August 14, 2024)

 10.22

 Subscription Agreement, dated as of March 5, 2025, by and between Bunker Hill Mining Corp. and Teck Resources Limited (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on March 6, 2025)

 10.23

 Bunker Hill Mining Corp. Amended and Restated Restricted Stock Unit Incentive Plan, effective as of May 16, 2024 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on June 26, 2024)

 10.24

 Bunker 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)

 10.25

 Bunker Hill Mining Corp. Deferred Share Unit Plan, effective as of April 21, 2020 (incorporated by reference to Exhibit 10.15 to the Form 10-K filed on March 12, 2024)

 10.26

 Form of Board Member Agreement (incorporated by reference to Exhibit 10.16 to the Form 10-K filed on March 12, 2024)

 19.1*

 Securities Trading Policy

 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.

 Certain
 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 and President, Principal Executive Officer

 By:

 /s/
 Gerbrand Van Heerden

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

 Date:

 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:

 By:

 /s/
 Sam Ash

 Name:

 Sam
 Ash

 Chief
 Executive Officer, Principal Executive Officer

 Date:

 By:

 /s/
 Gerbrand Van Heerden

 Name:

 Gerbrand
 Van Heerden

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

 Date:

 By:

 /s/
 Richard Williams

 Name:

 Richard
 Williams

 Executive
 Chairman and Director

 Date:

 By:

 /s/
 Dickson Hall

 Name:

 Dickson
 Hall

 Date:

 By:

 /s/
 Mark Cruise

 Name:

 Mark
 Cruise

 Date:

 By:

 /s/
 Kelli Kast

 Name:

 Kelli
 Kast

 Date:

 By:

 /s/
 Pamela Saxton

 Name:

 Pamela
 Saxton

 Date:

 By:

 /s/
 Paul Smith

 Name:

 Paul
 Smith