Bunker Hill Mining Corporation (the
“
Company”) (CSE:BNKR) is pleased to announce that
it has closed the first tranche (the “
First
Tranche”) of the non-brokered private placement of
30,000,000 common shares of the Company (“
Common
Shares”) at $0.05 per Common Share for gross proceeds of
C$1,500,000 (the “
Offering”) that was previously
announced in the Company’s July 18, 2019 and August 1, 2019
news releases. The Company has the option to increase the size of
the Offering by up to additional 4,665,800 Common Shares (the
“
Overallotment Option”)
The First Tranche consisted of the sale of
30,000,000 Common Shares, of which 1,986,660 Common Shares were
issued in satisfaction of indebtedness owed to creditors of the
Company for services previously rendered by them and in respect of
loans made previously to the Company.
The Company has received sufficient interest to
exercise the Overallotment Option and expects to close the final
tranche of the Offering in the coming weeks.Related party
Transaction and Early Warning ReportsIn connection with
the First Tranche, Wayne Parsons, a director of the Company, has
acquired 813,338 Common Shares. Prior to the First Tranche, Mr.
Parsons had beneficial ownership over 4,773,334 Common Shares and
4,773,334 warrants (or approximately 21.52 % of the then issued and
outstanding Common Shares) on a partially diluted basis. In
addition to, and in connection with the issuance of the 30,000,000
Common Shares pursuant to the First Tranche, the Company has issued
1,912,000 units of the Company (“Compensations
Units”) to Sebastian Marr, a Control Person of the
Company, in consideration for advising services rendered by
Sebastian Marr to the Company. Each Compensation Unit consists of
one Common Share and one Common Share purchase warrant exercisable
into a Common Share at the price of $0.05 for 24 months. Prior to
the closing of First Tranche, Mr. Marr had beneficial ownership
over 8,763,200 Common Shares and 8,763,200 warrants (or
approximately 36.25 % of the then issued and outstanding Common
Shares). Following the completion of the First Tranche, Mr. Parsons
has beneficial ownership over 5,586,672 Common Shares and 4,773,334
warrants (or approximately 13.58 % of the issued and outstanding
Common Shares), and Mr. Marr has beneficial ownership over
10,675,200 Common Shares and 10,675,200 warrants (or approximately
25.98% of the issued and outstanding Common Shares), calculated on
a partially diluted basis.
This issuance of Common Shares to Mr. Parsons,
and of Compensation Units to Mr. Marr (collectively the
“Insiders”) in connection with the First Tranche
is considered a "related party transaction" as such term is
defined under Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions (“MI
61-101”). The Company is relying on exemptions from the
formal valuation and minority shareholder approval requirements
provided under MI 61-101 on the basis that the issuance of the
securities to insiders in connection with the Offering does not
exceed 25% of the fair market value of the Company's market
capitalization.
The Company did not file a material change
report disclosing the related party transaction more than 21 days
before the expected closing date of the First Tranche, as the
details of the First Tranche and the participation therein by each
insider of the Company were not settled until shortly prior to the
closing of the First Tranche.The securities were acquired by
Messrs. Parsons and Marr for investment purposes, and depending on
market and other conditions, each of them may from time to time in
the future increase or decrease their respective ownerships,
control or direction over securities of the Company through market
transactions, private agreements, or otherwise. For the purposes of
this notice, the address of Mr. Marr is 59 Studdridge Street,
London, SW6 3SL United Kingdom, and the address of Mr. Parsons is
82 Richmond Street East Toronto, ON M5C 1P1.In satisfaction of the
requirements of the National Instrument 62-104 - Take-Over Bids And
Issuer Bids and National Instrument 62-103 - The Early Warning
System and Related Take-Over Bid and Insider Reporting Issues,
early warning reports respecting the acquisition of securities of
the Company by Messrs. Parsons and Marr will be filed under the
Company’s SEDAR Profile at www.sedar.com.The net proceeds from the
Offering shall be primarily used for lease and other payments
required to keep the Company’s option interest in Bunker Hill Mine
in good standing, for further development of the Bunker Hill Mine,
and for general corporate and working capital purposes.The
securities issued in connection with the Offering are subject to a
customary four month and a day hold period in accordance with
applicable Canadian securities laws and to a concurrent six month
hold period in accordance with applicable U.S. securities laws.This
news release does not constitute an offer of securities for sale in
the United States. The securities being offered have not been, nor
will they be, registered under the United States Securities Act of
1933, as amended, and such securities may not be offered or sold
within the United States absent U.S. registration or an applicable
exemption from U.S. registration requirements.About Bunker
Hill Mining Corp.
Bunker Hill Mining Corp. has an option to
acquire 100% of the Bunker Hill Mine. Information about the Company
is available on its website, www.bunkerhillmining.com, or within
the SEDAR and EDGAR databases.
For additional information contact:
John Ryan, Interim Chief Executive Officer
+1(201)
509-3797
jr@bunkerhillmining.com
Cautionary Statements
Certain statements in this news release are
forward-looking and involve a number of risks and uncertainties.
Such forward-looking statements are within the meaning of that term
in Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, as
well as within the meaning of the phrase ‘forward-looking
information’ in the Canadian Securities Administrators’ National
Instrument 51-102 – Continuous Disclosure Obligations. The forward
looking statements made herein are based on information currently
available to the Company and the Company provides no assurance that
actual results will meet management's expectations or assumptions
with respect to, among other things, the ability of the Company to
complete payments pursuant to the terms of the agreement to acquire
the Bunker Hill Mine Complex, the Company’s present and future
financial condition, the Company’s ability to secure financing, and
the state of financial markets. Forward-looking statements include
estimates and statements that describe the Company’s future plans,
objectives or goals, including words to the effect that the Company
or management expects a stated condition or result to occur.
Forward-looking statements may be identified by such terms as
“believes”, “anticipates”, “expects”, “estimates”, “may”, “could”,
“would”, “will”, or “plan”, and may include statements regarding,
among other things, the terms of the Offering and funding of the
acquisition. Since forward-looking statements are based on
assumptions and address future events and conditions, by their very
nature they involve inherent risks and uncertainties. Actual
results relating to, among other things, results of exploration,
project development, and the Company’s financial condition and
prospects, could differ materially from those currently anticipated
in such statements for many reasons such as: the inability of the
Company to budget and manage its liquidity in light of the failure
to obtain additional financing, including the ability of the
Company to complete the payments pursuant to the terms of the
agreement to acquire the Bunker Hill Mine Complex; the inability of
the Company to develop or sustain an active public market for its
securities; development of changes in general economic conditions
and conditions in the financial markets; changes in demand and
prices for precious metals; litigation, legislative, environmental
and other judicial, regulatory, political and competitive
developments; operational difficulties encountered in connection
with the activities of the Company; and other matters discussed in
this news release. This list is not exhaustive of the factors that
may affect any of the Company’s forward-looking statements. These
and other factors made in public disclosures and filings by the
Company should be considered carefully and readers should not place
undue reliance on the Company’s forward-looking statements. The
Company does not undertake to update any forward-looking statement
that may be made from time to time by the Company or on its behalf,
except in accordance with applicable securities laws.
Bunker Hill Mining (CSE:BNKR)
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