Form 8-K - Current report

Name in Full

Number of Shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 8, 2024

BUNKER HILL MINING CORP.

(Exact Name of Registrant as Specified in Charter)

Nevada	333-150028	32-0196442
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

1055 West Hastings Street, Suite 300, Vancouver, British Columbia, Canada V6E 2E9

(Address of Principal Executive Offices) (Zip Code)

604-417-7952

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
none

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01

Entry Into a Material Definitive Agreement.

Note Purchase Agreement, Note, and Warrants

On August 8, 2024, Bunker Hill Mining Corp. (the “Company”) and its subsidiary Silver Valley Metals Corp. (“Silver Valley”) entered into a secured promissory note purchase agreement (the “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 (the “Private Placement”). The first tranche of the Private Placement closed on August 8, 2024.

Pursuant to the Note Purchase Agreement, Silver Valley paid Monetary Metals an underwriting fee in the amount of US$410,551.

The Note Purchase Agreement contains customary representations, warranties, and covenants, and indemnity provisions. The representations, warranties and covenants contained in the Note Purchase Agreement were made solely for purposes of the Note Purchase Agreement, were solely for the benefit of the parties to the Note Purchase Agreement and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Note Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Pursuant to the Note, Monetary Metals will 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”), of which US$16,422,039, being the amount of U.S. dollars equal to, as of August 8, 2024, 609,805 ounces of silver, was loaned in the first tranche on August 8, 2024 (the “First Tranche”). The Silver Loan is for a term of three years, is secured by a pledge of the Company’s equity interests in Silver Valley and by all of the Company’s and Silver Valley’s properties and assets, and is repayable in cash or silver ounces. The Note bears interest at a rate of 15% per annum, payable in cash or silver ounces on the last day of each quarterly interest period. The Silver Loan remains subject to TSX Venture Exchange (the “TSX-V”) approval.

As consideration for advancing the Silver Loan, the Company will issue to Monetary Metals, subject to prior TSX-V approval, non-transferable bonus share purchase warrants (the “Warrants”) in one or more tranches. The number of 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 Warrants issuable to Monetary Metals is subject to a cap of 3,000,000 Warrants.

Each Warrant will be exercisable into one share of Company common stock (the “Warrant Shares”) at the exercise price, in Canadian dollars, that is set at the last closing price of the Company’s common stock prior to the date such Warrant is issued (the “Exercise Price”). The Warrants will be exercisable until the earlier of (i) three years from their issuance date and (ii) the maturity date of the Silver Loan, subject to acceleration in accordance with the policies of the TSX-V. The issuance of the Warrant Shares is subject to the terms and conditions of the Warrants as well as the receipt of all regulatory approvals, including, without limitation, the approval of the TSX-V.

In connection with the First Tranche, the Company will, subject to TSXV approval, issue to Monetary Metals 1,280,591 Warrants (the “Tranche 1 Warrants”). The Tranche 1 Warrants will be exercisable until August 8, 2027 at an Exercise Price of C$0.16.

All securities issued in the Private Placement are restricted securities under U.S. securities laws. The Company relied on the exemption from registration under Section 4(a)(2) of the U.S. Securities Act of 1933, as amended (the “Securities Act”), or Rule 506 of Regulation D, and in reliance on similar exemptions under applicable state laws, for purposes of the Private Placement. This Current Report on Form 8-K is not, and shall not be deemed to be, an offer to sell or the solicitation of an offer to buy any of the securities.

The foregoing descriptions of the Note Purchase Agreement, the Note, and the Warrants do not purport to be complete and are qualified in their entirety by reference to the Note Purchase Agreement, the form of Note, and the form of Warrant Certificate filed herewith as Exhibits 10.1, 10.2 and 4.1, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.

Amendments to Convertible Debentures, Loan Agreement, and Royalty Put Option Agreement

On August 8, 2024, (i) the Company, (ii) Silver Valley, and (iii) Sprott Private Resource Streaming and Royalty (US), LP, Sprott Private Resource Streaming and Royalty (International), LP, Sprott Private Resource Streaming and Royalty (Canada), LP, Ninepoint Alternative Credit Opportunities Fund and Ninepoint Credit Income Opportunities Fund (collectively, the “Debentureholders”) entered into a fifth omnibus Amendment Agreement (the “Fifth Omnibus Amendment Agreement”) pursuant to which the terms of the six series 1 convertible debentures in the aggregate principal amount of US$6 million (collectively, the “Series 1 Convertible Debentures”) and the three series 2 convertible debentures in the aggregate principal amount of US$15 million (collectively, the “Series 2 Convertible Debentures,” and together with the Series 1 Convertible Debentures, the “Convertible Debentures”) previously issued by the Company were amended to, among other things (A) extend the maturity date of the Series 1 Convertible Debentures from March 31, 2026 to March 31, 2028; (B) extend the maturity date of the Series 2 Convertible Debentures from March 31, 2026 to March 31, 2029; and (C) provide that, upon the occurrence and during the continuance of an Event of Default (as defined in the Series 2 Convertible Debentures), the Company will not be allowed to pay the interest in shares of Company common stock except with the prior written consent of the Debentureholders, as applicable.

On August 8, 2024, (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”) agreed to amend certain terms of the existing loan agreement dated as of June 23, 2023, by and among the Company, Silver Valley, and the Sprott Lenders to, among other things, (A) extend the maturity date thereunder from June 30, 2027 to June 30, 2030 and (B) increase the interest, from June 30, 2027 onwards, from 10% to 15% (the “First Amendment to Loan Agreement”).

On August 8, 2024, the Company, Silver Valley, and Sprott Private Resource Streaming and Royalty (US Collector), LP agreed to amend and restate the existing royalty put option agreement dated as of July 22, 2022, by and among such parties, to extend the termination date of such agreement from the later of the payment in full of the Convertible Debentures and the exercise of the royalty put option, to the later of the payment in full of the Convertible Debentures and March 31, 2029 (the “A&R Royalty Put Option Agreement”).

The foregoing descriptions of the Fifth Omnibus Amendment Agreement, the First Amendment to Loan Agreement, and the A&R Royalty Put Option Agreement do not purport to be complete and are qualified in their entirety by reference to the Fifth Omnibus Amendment Agreement, the First Amendment to Loan Agreement, and the A&R Royalty Put Option Agreement filed herewith as Exhibits 10.3, 10.4 and 10.5, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Reference is made to the disclosure set forth in Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated by reference into this Item 2.03.

Item 3.02

Unregistered Sales of Equity Securities.

Reference is made to the disclosure set forth in Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated by reference into this Item 3.02.

Item 3.03

Material Modification of Rights of Security Holders.

Reference is made to the disclosure set forth under “Amendments to Convertible Debentures, Loan Agreement, and Royalty Put Option Agreement” in Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated by reference into this Item 3.03.

Item 7.01

Regulation FD Disclosure.

On August 8, 2024, the Company issued a press release regarding the Private Placement. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information set forth in this Item 7.01, including the information set forth in Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
4.1		Form of Bunker Hill Mining Corp. Non-Transferable Common Stock Purchase Warrant
10.1‡		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
10.2		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
10.3		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
10.4		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
10.5‡		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
99.1		Press Release, dated as of August 8, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

‡	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.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BUNKER HILL MINING CORP.

Dated: August 14, 2024	By:	/s/ Sam Ash
	Name:	Sam Ash
	Title:	President and CEO

Exhibit 4.1

UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY AND THE SECURITIES UNDERLYING THIS SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND A DAY FROM ISSUANCE].

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF BUNKER HILL MINING CORP. (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ALL LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND IN THE CASE OF (B), (C) OR (D), THE HOLDER HAS PRIOR TO SUCH SALE FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION.

THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE AND AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION IS PROVIDED TO SUCH EFFECT. THE TERMS “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT.

THIS WARRANT CERTIFICATE, AND THE WARRANTS EVIDENCED HEREBY, WILL BE VOID AND OF NO VALUE UNLESS EXERCISED ON OR BEFORE THE TIME OF EXPIRY (AS DEFINED BELOW).

BUNKER HILL MINING CORP.

(the “Corporation”)

NON-TRANSFERABLE COMMON STOCK PURCHASE WARRANT

Certificate No: 202[●]-W-[●]
Number of Warrants: [●]	Date: [●], 202[●]

1. Warrants to Purchase Common Stock. For value received by the undersigned, [NAME], [ADDRESS] (the “Holder”), is the registered holder of [●] common stock purchase warrants (the “Warrants”). Each Warrant will entitle the Holder to subscribe for and purchase one fully paid and non-assessable share of common stock of the Corporation (a “Warrant Share”) in lawful money of Canada at any time up to the Time of Expiry (as such term is defined in Section 13) at a purchase price of $[●] per Warrant Share (the “Exercise Price”) for each Warrant represented hereby, after which time such Warrants shall expire, all subject to adjustment as hereinafter provided in this Warrant certificate. The Warrants may be exercised by surrendering this Warrant certificate, together with a subscription form in the form attached as Schedule “A” hereto duly completed and executed and a wire transfer, certified cheque, bank draft or money order in the lawful money of Canada payable to or to the order of the Corporation, at the Vancouver office of the Corporation, 300 – 1055 West Hastings Street, Vancouver, British Columbia, Canada, V6E 2E9, Attention: Brenda Dayton, Vice President – Investor Relations. The Corporation will then issue that number of Warrant Shares specified in the subscription form as fully paid and non-assessable Warrant Shares. In no event may the Holder exercise these Warrants in whole or in part unless the exercise is exempt from registration under the Securities Act of 1933, as amended (the “U.S. Securities Act”).

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2. Partial Exercise. The Holder may subscribe for and purchase less than the full number of Warrant Shares entitled to be subscribed for and purchased hereunder. In the event that the Holder subscribes for and purchases less than the full number of Warrant Shares entitled to be subscribed for and purchased under this Warrant certificate prior to the Time of Expiry, the Corporation shall issue a new Warrant certificate to the Holder in the same form as this Warrant certificate with appropriate changes.

3. Delivery of Warrant Shares. Within five (5) business days of receipt of this Warrant certificate together with a subscription form duly completed and executed in the form attached as Schedule “A” hereto and a wire transfer, certified cheque, bank draft or money order in lawful money of Canada payable to or to the order of the Corporation, the Corporation shall deliver or cause to be delivered to the Holder certificates representing the Warrant Shares subscribed for and purchased by the Holder hereunder, and a replacement Warrant certificate, if any.

4. No Rights of Shareholders. Nothing contained in this Warrant certificate (or in the Warrants evidenced hereby) shall be construed as conferring upon the Holder any right or interest whatsoever as a holder of common stock of the Corporation or any other right or interest except as herein expressly provided.

5. Adjustment of Subscription and Purchase Rights. From and after the date hereof, the Exercise Price and the number of Warrant Shares deliverable upon the exercise of the Warrants will be subject to adjustment as set forth below:

(a)	In case of any reclassification of the Warrant Shares or change of the Warrant Shares into other shares, or in case of the consolidation, arrangement, merger, reorganization or amalgamation of the Corporation with or into any other corporation or entity which results in any reclassification of the Warrant Shares or a change of the Warrant Shares into other shares, or in case of any transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another person (any such event being hereinafter referred to as a “Reclassification of Warrant Shares”), at any time prior to the Time of Expiry, the Holder shall, after the effective date of such Reclassification of Warrant Shares and upon exercise of the right to purchase Warrant Shares hereunder, be entitled to receive, and shall accept, in lieu of the number of Warrant Shares to which the Holder was theretofore entitled upon such exercise, the kind and amount of shares and other securities or property which the Holder would have been entitled to receive as a result of such Reclassification of Warrant Shares if, on the effective date thereof, the Holder had been the registered holder of the number of Warrant Shares to which the Holder was theretofore entitled upon such exercise. If necessary, appropriate adjustments shall be made in the application of the provisions set forth in this Section 5 with respect to the rights and interests thereafter of the Holder of this Warrant certificate to the end that the provisions set forth in this Section 5 shall thereafter correspondingly be made applicable as nearly as may be reasonable in relation to any shares or other securities or property thereafter deliverable upon the exercise of the Warrants evidenced hereby.

(b)	If and whenever at any time prior to the Time of Expiry the Corporation shall:

	(i)	subdivide the Warrant Shares into a greater number of shares;

	(ii)	consolidate the Warrant Shares into a lesser number of shares; or

	(iii)	fix a record date for the issue of, or distribution to, or issue Warrant Shares, Participating Shares or Convertible Securities (as such terms are defined in Section 13) to all or substantially all of the holders of Warrant Shares by way of a stock dividend or other distribution on the Warrant Shares payable in Warrant Shares, Participating Shares or Convertible Securities,

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	(any such event being hereinafter referred to as “Capital Reorganization”) and any such event results in an adjustment in the Exercise Price pursuant to paragraph (c) below, the number of Warrant Shares purchasable pursuant to the Warrants evidenced hereby shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Warrant Shares theretofore purchasable on the exercise thereof by a fraction the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

(c)	If and whenever at any time prior to the Time of Expiry, the Corporation shall engage in a Capital Reorganization, the Exercise Price shall, on the effective date, in the case of a subdivision or consolidation, or on the record date, in the case of a stock dividend, be adjusted by multiplying the Exercise Price in effect on such effective date or record date by a fraction: (A) the numerator of which shall be the number of Warrant Shares and Participating Shares outstanding before giving effect to such Capital Reorganization; and (B) the denominator of which is the number of Warrant Shares and Participating Shares outstanding after giving effect to such Capital Reorganization. The number of Warrant Shares and Participating Shares outstanding shall include the deemed conversion into or exchange for Warrant Shares or Participating Shares of any Convertible Securities distributed by way of stock dividend or other such distribution. Such adjustment shall be made successively whenever any event referred to in this paragraph shall occur.

(d)	Any issue of Warrant Shares, Participating Shares or Convertible Securities by way of a stock dividend or other such distribution shall be deemed to have been made on the record date thereof for the purpose of calculating the number of outstanding Warrant Shares under paragraphs (e) and (f) below.

(e)	If and whenever at any time prior to the Time of Expiry, the Corporation shall fix a record date for the issuance or distribution of rights, options or warrants to all or substantially all the holders of Warrant Shares entitling them, for a period expiring not more than forty-five (45) days after such record date, to subscribe for or purchase Warrant Shares, Participating Shares or Convertible Securities at a price per share (or having a conversion or exchange price per share) of less than 95% of the Current Market Price (as such term is defined in Section 13) of the Warrant Shares on such record date (any such event being hereinafter referred to as a “Rights Offering”), the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction:

	(i)	the numerator of which shall be the aggregate of: (A) the number of Warrant Shares outstanding on such record date; and (B) a number determined by dividing whichever of the following is applicable by the Current Market Price of the Warrant Shares on the record date: (1) the amount obtained by multiplying the number of Warrant Shares or Participating Shares which the Holders of Warrant Shares are entitled to subscribe for or purchase by the subscription or purchase price; or (2) the amount obtained by multiplying the maximum number of Warrant Shares or Participating Shares which the holders of Warrant Shares are entitled to receive on the conversion or exchange of the Convertible Securities by the conversion or exchange price per share; and

	(ii)	the denominator of which shall be the aggregate of: (A) the number of Warrant Shares outstanding on such record date; and (B) whichever of the following is applicable: (1) the number of Warrant Shares or Participating Shares which the holders of Warrant Shares are entitled to subscribe for or purchase; or (2) the maximum number of Warrant Shares or Participating Shares which the holders of Warrant Shares are entitled to receive on the conversion or exchange of the Convertible Securities,

	and if any such event results in an adjustment in the Exercise Price, the number of Warrant Shares purchasable pursuant to the Warrants evidenced hereby shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Warrant Shares theretofore purchasable on the exercise thereof by a fraction the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

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	Any Warrant Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed.

	To the extent that such Rights Offering is not so made or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price and the number of Warrant Shares purchasable pursuant to the Warrants evidenced hereby shall then be readjusted to the Exercise Price and number of Warrant Shares which would then be in effect if such record date had not been fixed or if such expired rights, options or warrants had not been issued.

(f)	If and whenever at any time prior to the Time of Expiry, the Corporation shall fix a record date for the issue or distribution to all or substantially all the holders of Warrant Shares of:

	(i)	shares of any class, whether of the Corporation or any other corporation;

	(ii)	rights, options or warrants;

	(iii)	evidences of indebtedness; or

	(iv)	other assets or property;

	and if such issue or distribution does not constitute a Capital Reorganization or a Rights Offering or does not consist of rights, options or warrants entitling the holders of Warrant Shares to subscribe for or purchase Warrant Shares, Participating Shares or Convertible Securities for a period expiring not more than forty-five (45) days after such record date and at a price per share (or having a conversion or exchange price per share) of at least 95% of the Current Market Price of the Warrant Shares on such record date (any such non-excluded event being hereinafter referred to as a “Special Distribution”) the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction: (I) the numerator of which shall be the amount by which (A) the amount obtained by multiplying the number of Warrant Shares outstanding on such record date by the Current Market Price of the Warrant Shares on such record date, exceeds (B) the fair market value (as determined by the directors of the Corporation, which determination shall be conclusive) to the holders of such Warrant Shares of such Special Distribution; and (II) the denominator of which shall be the total number of Warrant Shares outstanding on such record date multiplied by such Current Market Price, and if any such event results in an adjustment in the Exercise Price, the number of Warrant Shares purchasable pursuant to the Warrants evidenced hereby shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Warrant Shares theretofore purchasable on the exercise thereof by a fraction the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

	Any Warrant Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed.

	To the extent that such Special Distribution is not so made or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price and the number of Warrant Shares purchasable pursuant to the Warrants evidenced hereby shall then be readjusted to the Exercise Price and number of Warrant Shares which would then be in effect if such record date had not been fixed or if such expired rights, options or warrants had not been issued.

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	(g)	No adjustment in the Exercise Price will be made pursuant to this Section 5 in respect of the issue from time to time of Warrant Shares issuable from time to time as dividends paid in the ordinary course to holders of Warrant Shares who exercise an option or election to receive substantially equivalent dividends in Warrant Shares in lieu of receiving a cash dividend, and any such issue will be deemed not to be a Capital Reorganization.

	(h)	In any case in which this Section 5 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the Holder, upon the exercise of the Warrants evidenced hereby after such record date and before the occurrence of such event, the additional Warrant Shares issuable upon such exercise by reason of the adjustment required by such event; provided, however, that the Corporation shall deliver to the Holder an appropriate instrument evidencing the Holder’s right to receive such additional Warrant Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Warrant Shares on and after such exercise.

	(i)	The adjustments provided for in this Section 5 are cumulative, shall, in the case of adjustments to the Exercise Price, be computed to the nearest one-tenth of one cent and shall apply (without duplication) to successive Reclassifications of Warrant Shares, Capital Reorganizations, Rights Offerings and Special Distributions; provided that, notwithstanding any other provision of this Section 5, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% of the Exercise Price then in effect (except upon a consolidation of the outstanding Warrant Shares) (provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment).

	(j)	No adjustment in the number of Warrant Shares which may be purchased upon exercise of the Warrants evidenced hereby or in the Exercise Price shall be made pursuant to this Warrant certificate if the Holder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder had exercised the Warrants evidenced hereby for Warrant Shares prior to the effective date or record date of such event.

	(k)	If, at any time prior to the Time of Expiry, the Corporation will take any action affecting the Warrant Shares, other than an action or an event described above in this Section 5, which in the opinion of the directors of the Corporation would have a material adverse effect upon the rights of the Holder under this Warrant certificate, the Exercise Price and/or the number of Warrant Shares purchasable under this Warrant certificate will be adjusted in such manner and at such time as the directors may determine to be equitable in the circumstances.

	(l)	In the event of any question arising with respect to the adjustments provided in this Section 5, such question shall conclusively be determined by the Corporation’s auditors and such determination, absent manifest error, shall be binding upon the Corporation and the Holder.

	(m)	As a condition precedent to the taking of any action which would require an adjustment in the subscription rights pursuant to the Warrants, including the Exercise Price and the number of such classes of shares or other securities or property which are to be received upon the exercise thereof, the Corporation shall take all corporate action which may, in the opinion of counsel, be necessary in order that the Corporation has reserved and there will remain unissued out of its authorized capital a sufficient number of Warrant Shares for issuance upon the exercise of the Warrants evidenced hereby, and that the Corporation may validly and legally issue as fully paid and non-assessable of all the shares of such classes or other securities or may validly and legally distribute the property which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof.

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	(n)	At least twenty-one (21) days prior to the effective date or record date, as the case may be, of any event which requires an adjustment in the subscription rights pursuant to this Warrant certificate, including the Exercise Price and the number and classes of shares or other securities or property which are to be received upon the exercise thereof, the Corporation shall give notice to the Holder of the particulars of such event and the required adjustment. If it is not reasonably practicable for the Corporation to give twenty-one (21) days’ notice as aforesaid, the Corporation will give as much notice as is reasonably practicable in the circumstances.

	(o)	Subject to requisite TSX Venture Exchange approval, the Corporation may, at its option, at any time during the term of the Warrants, reduce the then current Exercise Price to any amount deemed appropriate by the board of directors of the Corporation.

6. Representations and Warranties of the Corporation. The Corporation hereby represents and warrants that it is authorized to create and issue the Warrants and covenants and agrees that it will cause the Warrant Shares from time to time subscribed for and purchased in the manner provided in this Warrant certificate and the certificate representing such Warrant Shares to be issued. All Warrant Shares which are issued upon the exercise of the right of purchase provided in this Warrant certificate, upon payment therefor of the amount at which such Warrant Shares may be purchased pursuant to the provisions of this Warrant certificate, shall be and be deemed to be fully paid and non-assessable shares and free from all taxes, liens and charges with respect to the issue thereof. The Corporation hereby represents and warrants that this Warrant certificate is a valid and enforceable obligation of the Corporation, enforceable in accordance with the provisions of this Warrant certificate.

7. Representations and Warranties of the Holder. The Holder hereby represents and warrants as follows:

	(a)	The Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the U.S. Securities Act. The Holder is acquiring this Warrant certificate and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant certificate or the Warrant Shares, except pursuant to sales registered or exempted under the U.S. Securities Act.

	(b)	The Holder understands and acknowledges that this Warrant certificate and the Warrant Shares to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Corporation in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the U.S. Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the U.S. Securities Act.

	(c)	The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in this Warrant certificate and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the offering of this Warrant certificate and the business, properties, prospects, and financial condition of the Corporation.

8. No Fractional Warrant Shares. The Corporation shall not be required to issue fractional Warrant Shares upon the exercise of the Warrants evidenced hereby. If any fractional interest in a Warrant Share would, except for the provisions of this Section 8, be deliverable upon the exercise of the Warrants evidenced hereby, the Corporation shall, in lieu of delivering any certificate for such fractional interest, round such fractional interest down to the nearest whole Warrant Share.

9. Non-Transferability. The Warrants evidenced hereby shall not be assignable or transferable by the Holder.

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10. Covenants.

	(a)	The Corporation shall use its reasonable best efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the applicable securities laws the Canadian jurisdictions in which the Corporation is currently a reporting issuer.

	(b)	If the issuance of the Warrant Shares upon the exercise of the Warrants requires any filing or registration with or approval of any securities regulatory authority or other governmental authority or compliance with any other requirement under any law before such Warrant Shares may be validly issued, the Corporation agrees to use reasonable best efforts to take such actions as may be necessary to secure such filing, registration, approval or compliance, as the case may be.

	(c)	The Corporation will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all other acts, deeds and assurances in law as may be reasonably required for effecting the intentions and provisions of this Warrant certificate.

11. Replacement Certificate. Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction or mutilation of this Warrant certificate and, if requested by the Corporation, upon delivery of a bond of indemnity satisfactory to the Corporation (or, in the case of mutilation, upon surrender of this Warrant certificate), the Corporation will issue to the Holder a replacement certificate (containing the same terms and conditions as this Warrant certificate).

12. Legending of Warrant Shares.

	(a)	Each certificate representing the Warrant Shares issued upon the exercise of this Warrant prior to the date which is four months and one day after the date hereof will bear the following legend:

		“UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND A DAY FROM ISSUANCE].”

		provided that at any time subsequent to the date which is four months and one day after the date hereof, any certificate representing such Warrant Shares may be exchanged for a certificate bearing no such legend.

	(b)	Each certificate representing the Warrant Shares originally issued to or for the account or benefit of a U.S. Person or a person in the United States may bear the following legend:

		“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION (AS DEFINED BELOW) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ALL LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND IN THE CASE OF (B), (C) OR (D), THE HOLDER HAS PRIOR TO SUCH SALE FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION.”

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13. Definitions.

	(a)	“Convertible Securities” means securities convertible into or exchangeable for Warrant Shares or Participating Shares or both;

	(b)	“Current Market Price”. For the purpose of any computation under this Warrant certificate, the “Current Market Price” at any date shall be the weighted average price per share for the twenty (20) consecutive trading days before such date on the TSX Venture Exchange (or, if the Warrant Shares are not listed on such stock exchange, on such other stock exchange on which the Warrant Shares are listed as may be selected for such purpose by the directors of the Corporation or, if the Warrant Shares are not listed on any stock exchange, then on the over-the-counter market), except that if any stock exchange on which the Warrant Shares are then trading requires that the Current Market Price be calculated in a different manner, then the Current Market Price shall be calculated in such different manner. The weighted average price shall be determined by dividing the aggregate sale price of all such shares sold on the said exchange or market, as applicable, during the said twenty (20) consecutive trading days by the total number of such shares so sold;

	(c)	“Loan Agreement” means the secured promissory note purchase agreement dated as of August 8, 2024, by and between the Corporation, Silver Valley Metals Corp., and Monetary Metals Bond III LLC.

	(d)	“Participating Share” means a share (other than a Warrant Share) that carries the right to participate in earnings to an unlimited degree;

	(e)	“Time of Expiry” means 5:00 p.m. Vancouver time on or before August 8, 2027, provided that, in the event that the Loan (as defined in the Loan Agreement) is reduced or repaid before [DATE THAT IS ONE YEAR FROM ISSUANCE], the Expiry Date shall mean, for such pro rata number of Warrants as is equal to the amount of such reduction or repayment, the later of (i) [DATE THAT IS ONE YEAR FROM ISSUANCE], and (ii) 30 days from such reduction or repayment of the Loan; and

	(f)	“U.S. Person” means a “U.S. person” as such term is defined in Regulation S promulgated under the U.S. Securities Act.

14. Successor. The Corporation shall not enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other corporation (herein called a “successor corporation”) whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Corporation and the successor corporation shall have executed such instruments and done such things as the Corporation, acting reasonably, considers are necessary or advisable to establish that upon the consummation of such transaction:

	(a)	the successor corporation will have assumed all the covenants and obligations of the Corporation under this Warrant certificate, and

	(b)	the Warrants will be a valid and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights of the Holder under this Warrant certificate.

		Whenever the conditions of this Section 14 shall have been duly observed and performed, the successor corporation shall possess, and from time to time may exercise, each and every right and power of the Corporation under this Warrant certificate in the name of the Corporation or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director or officer of the Corporation may be done and performed with like force and effect by the like directors or officers of the successor corporation.

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15. General.

	(a)	The headings in this certificate are for reference only and do not constitute terms of the Warrant certificate.

	(b)	Whenever the singular or masculine is used in this Warrant certificate the same shall be deemed to include the plural or the feminine or the body corporate as the context may require.

	(c)	This Warrant certificate shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

	(d)	This Warrant certificate shall be subject to, governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The parties hereto irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province of British Columbia with respect to any dispute related to or arising from this Warrant.

	(e)	All references herein to monetary amounts are references to lawful money of Canada.

	(f)	Any notice which the Corporation is required to give to the Holder hereunder shall be deemed to be properly given if sent by ordinary prepaid mail to the address for the Holder shown on cover page of this Warrant certificate (unless the Holder subsequently notifies the Corporation of a change of such address), and such notice will be deemed to be given at the time of mailing.

[Signature page follows.]

IN WITNESS WHEREOF the Corporation has caused this Warrant certificate to be executed this _____ day of

_________________, 202[●].

	BUNKER HILL MINING CORP.

	By:
		Authorized Signatory

THIS WARRANT CERTIFICATE MAY BE DELIVERED BY E-MAIL IN PDF OR OTHER LEGALLY PERMISSIBLE ELECTRONIC SIGNATURE, WHICH SHALL BE DEEMED TO BE AN ORIGINAL SIGNATURE.

Bunker Hill – Signature Page to Warrant Certificate

SCHEDULE “A”

SHARE PURCHASE WARRANT

SUBSCRIPTION FORM

(To be signed only upon exercise of such Warrant)

BUNKER HILL MINING CORP.

300 – 1055 West Hastings Street

Vancouver, British Columbia, Canada V6E 2E9

Attention: Brenda Dayton, Vice President – Investor Relations

Dear Sirs/Mesdames:

The undersigned holder of the attached Warrant certificate hereby subscribes for _______________ shares of common stock (the “Shares”) of Bunker Hill Mining Corp. (the “Corporation”) pursuant to the terms of the Warrant certificate at the Exercise Price on the terms specified in the Warrant certificate and contemporaneously with the execution and delivery hereof makes payment therefor on the terms specified in the Warrant certificate. Terms used but not otherwise defined herein have the meanings attributed to them in the Warrant certificate.

The undersigned holder represents, warrants and certifies as follows (only one of the following must be checked):

☐	A.	The undersigned holder at the time of exercise of the Warrants (i) is not in the United States; (ii) is not a U.S. person and is not exercising the Warrants on behalf or for the account of a U.S. person or a person in the United States; (iii) did not execute or deliver this Subscription Form in the United States, and (iv) delivery of the underlying Shares will not be to an address in the United States; or

☐	B.	The undersigned holder (i) is the U.S. person that acquired the Warrants in connection with extending the Loan (as defined in the Loan Agreement); (ii) is exercising the Warrants for its own account or for the account of a principal that was disclosed when it acquired the Warrants; (iii) is, and such disclosed principal, if any, is, an “accredited investor” as defined in Rule 501(a) of Regulation D under the U.S. Securities Act at the time of exercise of the Warrants; and (iv) the representations and warranties of such holder made in the Warrant certificate remain true and correct as of the date of exercise of the Warrants.

Note: The terms “U.S. person” and “United States” have the meaning ascribed thereto in Regulation S under the U.S. Securities Act.

It is understood that the Corporation and the Corporation’s transfer agent may require evidence to verify the foregoing representations.

The undersigned irrevocably hereby directs that __________ Shares be issued and delivered as follows:

DATED this ________day of __________________, __________________.


(Signature)

Schedule “A” – Subscription Agreement for Warrant Shares

Exhibit 10.1

Execution Copy

SECURED PROMISSORY

NOTE PURCHASE AGREEMENT

DATED AS OF AUGUST 8, 2024

TABLE OF CONTENTS

			Page
1.	Definitions.		1
2.	Issuance of Note.		7
3.	Closing.		7
	3.1	Effective Date	7
	3.2	Closing Conditions	8
	3.3	Subsequent Closing Dates.	9
	3.4	No Material Adverse Effect	9
	3.5	Additional Delivery	9
4.	Representations and Warranties of the Purchaser		9
	4.1	Purchaser Organization, Purpose, Good Standing and Qualification	9
	4.2	Authorization	10
	4.3	Legends	10
	4.4	Accredited Investor Status	10
	4.5	Disclosure of Information	11
	4.6	Investment Experience	11
	4.7	No Public Market	11
	4.8	Restricted Securities	11
	4.9	Purchase Entirely for Own Account	12
	4.10	No General Solicitation	12
	4.11	Purchaser Exculpation	12
	4.12	Compliance with Securities Laws	12
	4.13	Status of Purchaser	13
	4.14	Survival of Representations	13

5.	Representations and Warranties of the Borrower		13
	5.1	Organization, Good Standing and Qualification	13
	5.2	Authorization	13
	5.3	Litigation; Labor Disputes and Acts of God	14
	5.4	Absence of Required Consents; No Violations	14
	5.5	Financial Statements	15
	5.6	Changes	15
	5.7	Capitalization	16
	5.8	Title to Properties and Assets; Liens, Condition of Assets	17
	5.9	Further Representations and Warranties Regarding the Collateral	17
	5.10	No Material Adverse Effect	17
	5.11	Subsidiaries	17
	5.12	Disclosure	18
	5.13	Offering	18
	5.14	Environmental and Other Laws	18
	5.15	Insurance	19
	5.16	Use of Proceeds	19
	5.17	Equipment	19
6.	Security Interest.		20
	6.1	Security	20
	6.2	Perfection	20
7.	Additional Covenants of the Borrower		21

8.	Default.		28
	8.1	Events of Default	28
	8.2	Consequences of Events of Default	29
9.	Miscellaneous.		30
	9.1	Survival of Representations, Warranties and Covenants	30
	9.2	Successors and Assigns	30
	9.3	Governing Law; Arbitration	30
	9.4	Counterparts	31
	9.5	Titles and Subtitles	31
	9.6	Notices	31
	9.7	Amendments and Waivers	31
	9.8	Severability	32
	9.9	Expenses and Fees	32
	9.10	Finder’s Fee	33
	9.11	Indemnity	33
	9.12	Further Assurances	34
	9.13	Entire Agreement	34
	9.14	Attorney’s Fees	34

SECURED PROMISSORY NOTE PURCHASE AGREEMENT

This Secured Promissory Note Purchase Agreement (this “Agreement”) is made as of August 8, 2024, by and between Monetary Metals Bond III LLC, a Delaware limited liability company, or its permitted assigns (the “Purchaser”), Silver Valley Metals Corp. (with its business address at 1 Mine Road, Kellogg, ID 83837), an Idaho corporation (the “Borrower”) and Bunker Hill Mining Corp. (the “Parent”).

RECITAL

WHEREAS, the Borrower and the Purchaser wish to enter into that certain secured promissory Note (as defined below), whereby the Purchaser will loan to the Borrower an aggregate principal amount of U.S. Dollars equal to, on the original date of the Note, the U.S. Dollar equivalent to of up to 1,200,000 Ounces of Silver, subject to the terms and conditions specified herein (the “Loan”);

NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties, covenants and conditions set forth below, the Borrower and the Purchaser, intending to be legally bound, hereby agree as follows:

1. Definitions.

As used in this Agreement, the following terms have the following meanings:

“Business Day” means any day other than (i) a Saturday, (ii) a Sunday, (iii) a day on which the New York Stock Exchange or TSX Venture Exchange is closed, or (iv) a day on which banking institutions or silver depositories/warehouses are authorized or obligated by Law or executive order to remain closed in New York City, United States.

“Collateral” has the collective same meaning as defined in each of the Security Documents and shall also include the security collateral set forth in Section 6 (as defined below).

“Contingent Obligation” is, for any Person, any direct or indirect liability, contingent or not, of that Person for (A) any indebtedness, lease, dividend, letter of credit or other obligation of another, such as an obligation, in each case, directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable; (B) any obligations for undrawn letters of credit for the account of that Person; and (C) all obligations from any interest rate, currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent Obligation” does not include endorsements in the ordinary course of business. The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement.

“Debt” means all liabilities, obligations and indebtedness of every kind and nature of any Person, including, without limitation: (A) indebtedness or liability for borrowed money, or for the deferred purchase price of property or services (including trade obligations); (B) obligations secured by any Lien on property owned by such Person, whether or not the obligations have been assumed, (C) obligations evidenced by notes, bonds, debentures or similar instruments, (D) capital lease obligations, and (E) Contingent Obligations.

“Default” means any of the events specified in Section 8.1 which constitutes an Event of Default or which, upon the giving of notice, the lapse of time, or both pursuant to Section 8.1 would, unless cured or waived, become an Event of Default.

“Environmental Laws” means any and all Laws relating to the environment or to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment including ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes.

“EPA Settlement Agreement” means the Consent Decree between the United States of America and Placer Mining Company, Inc., filed with the United States District Court District of Idaho on March 3, 2018 and approved on June 19, 2018 and the Settlement Agreement And Order On Consent For Response Action By Bunker Hill Mining Corp. between the EPA and Bunker Hill Mining Corp, dated as effective May 15, 2018 (EPA Region 10 CERCLA Docket No. 10-2017-0123), as amended by the First Amendment To The Settlement Agreement And Order On Consent For Response Action By Bunker Hill Mining Corp. between the EPA and Bunker Hill Mining Corp, dated as effective December 19, 2021, and any other amendments thereto.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“Guarantee” means the Guarantee, dated as of the Closing Date, issued by the Parent for the benefit of the Purchaser.

“Hazardous Materials” means any substances regulated under any Environmental Law, whether as pollutants, contaminants, or chemicals, or as industrial, toxic or hazardous substances or wastes, or otherwise.

“Intercompany Subordination and Postponement Agreement” dated as of August 8, 2024 between the Parent, Borrower and Purchaser.

“Intercreditor Agreement” means the Intercreditor and Subordination Agreement, dated as of the date hereof by and between the Purchaser, Sprott Private Resources Streaming and Royalty (US Collector), LP, Sprott Private Resource Streaming and Royalty (Collector), LP, MineWater Finance LLC, MineWater LLC, MW HH LLC, the Borrower and the Parent, and all other documents, agreements, exhibits, schedules or instruments contemplated thereby or executed in connection therewith.

“Law” means any applicable statute, law, regulation, ordinance, rule, treaty, judgment, order, decree, permit, concession, franchise, license, agreement or other governmental restriction of any nation, province or state or department or other political subdivision thereof. Any reference to a Law includes any amendment or modification to such Law, and all regulations, rulings, and other Laws promulgated under such Law.

“LBMA” means the London Bullion Market Association.

“Lien” means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, claim or other priority or preferential arrangement of any kind or nature whatsoever (other than a financing statement filed by a lessor in respect of an operating lease not intended as security).

“Loan Maturity Date” means August 8, 2027.

“Mortgage, Assignment of Production, Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing” dated as of August 8, 2024, made by and between the Purchaser and the Borrower.

“Ounce” means a fine troy ounce.

“Permitted Debt” means: (i) trade accounts payable incurred in the ordinary course which are either not overdue or, if disputed and in that case whether or not due, are being contested in good faith by appropriate proceedings, (ii) obligations under long-term real property leases incurred in the ordinary course of business, (iii) finance or capital lease obligations in respect of office buildings, vehicles, equipment, computers, production, storage and export facilities, including any Debt in respect of capital or finance leases or purchase money Liens permitted by paragraph (xvi) of the definition of Permitted Liens, or other relevant assets incurred in the ordinary course of business, and (iv) letters of credit, surety or performance bonds and/or similar guarantees that are required during the ordinary course of business or required under applicable Law; (v) Debt in respect of taxes or other governmental charges which is not yet due or which is being contested in good faith by appropriate proceedings and which, if determined adversely would not have a Material Adverse Effect; (vi) the existing Debt and any refinancing, extension or renewal of any existing Debt listed on Schedule 1 attached hereto and not involving an increase in the principal amount thereof; (vii) subject to the prior written consent of the Purchaser, such consent not to be unreasonably withheld or delayed, obligations in respect of surety or performance bonds and/or letters of credit required to be provided to the EPA in respect of Financial Assurance (under and as defined in the EPA Settlement Agreement) of up to US$17,000,000, which obligations, in the case of surety or performance bonds, are permitted to be partially secured by letters of credit (in amounts satisfactory to the Purchaser) and otherwise secured by security ranking subordinate to the security and subject to a subordination agreement with the Purchaser, in form and substance satisfactory to the Purchaser, and which obligations, in the case of letters of credit, are permitted to be fully secured by cash collateral that is not subject to the security (and the Purchaser will execute and deliver a no interest letter in respect of the security with respect to such cash collateral, in form and substance satisfactory to the Purchaser, acting reasonably); (viii) subject to prior written consent of the Purchaser, such consent not to be unreasonably withheld or delayed, (A) any reclamation bonds relating to any mining property owned by the Parent or Borrower, required in connection with the construction, development or operation of such mining property and (B) offtake financing on terms and conditions satisfactory to the Purchaser, (ix) unsecured hedging obligations pursuant to hedging contracts permitted under the terms of this Agreement and (x) any intercompany indebtedness incurred by any member of the Borrower Group with the Parent; provided, however, that such indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the obligations of the Borrower Group under this Agreement, the Note or any other Transaction Document (as applicable) and to all of Purchaser’s rights pursuant to a subordination agreement in form and substance satisfactory to Purchaser.

“Permitted Liens” means, as of any particular time: (i) statutory Liens for taxes, assessments or other governmental charges or levies that are not yet delinquent or that are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with applicable U.S. GAAP; (ii) landlords’, operators’, carriers’, warehousemen’s, repairmen’s, mechanics’, materialmen’s, or other like Liens and contractual Liens granted to operators and non-operators under silver exploration and mining agreements or incident to the exploration, development, operation and maintenance of the Project, in each case only to the extent arising in the ordinary course of business and only to the extent securing obligations which are not delinquent or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been maintained in accordance with applicable U.S. GAAP; (iii) minor defects and irregularities in title to any property, so long as such defects and irregularities neither secure indebtedness nor materially impair the value of such property or the use of such property for the purposes for which such property is held; (iv) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (v) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security Laws; (vi) judgment liens in respect of judgments that do not constitute an Event of Default (as defined below); (vii) royalties, streams, overriding royalties, reversionary interests, production payments, sales contracts, and similar burdens with respect to the Project owned by the Borrower or any Subsidiary that do not secure indebtedness for borrowed money; (viii) Liens arising from financing statement filings and real property record filings regarding operating leases entered into by the Borrower or any Subsidiary in the ordinary course of business covering the property under the lease; (ix) routine operational agreements, preferential rights to purchase, and provisions requiring a third party’s consent prior to assignment and similar restraints on alienation, in each case, granted pursuant to a silver exploration or mining agreement or lease and arising in the ordinary course of business or incident to the exploration, development, operation and maintenance of the Project; (x) Liens burdening only deposit accounts, securities accounts or other funds maintained with a financial institution in favor of such depository or securities intermediary that arise solely by virtue of any statutory or common law provisions relating to bankers’ liens, rights of set-off or similar rights and remedies as to such deposit accounts, securities accounts or funds or under any deposit account agreement or securities account agreement entered into in the ordinary course of business; provided, that (A) no such deposit account or securities account is a dedicated cash collateral account or is subject to restrictions against access by the Borrower or any Subsidiary, and (B) no such deposit account or securities account is intended by the Borrower or any Subsidiary to provide cash collateral to the applicable financial institution; (xi) easements (including easements for pipelines, alleys, telephone lines, power lines and railways), rights-of-way, restrictions (including zoning restrictions), covenants, terms, conditions, exceptions, servitudes, permits, licenses, surface leases and other similar rights in respect of surface operations, encroachments, protrusions and other similar encumbrances and minor title deficiencies on or with respect to any real property that (A) in each case are customarily accepted in the silver exploration and mining industry, (B) in the aggregate, are not substantial in amount, and (C) do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower and its Subsidiaries; (xii) the right reserved to or vested in any municipality or governmental or other public authority by the terms of any lease, licence, franchise, grant or permit acquired by any Borrower Group member or by any statutory provision, to terminate any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof; (xiii) any Lien on cash deposits or term deposits in favour of issuers of surety or performance bonds and/or letters of credit referred to in the definition of “Permitted Debt”; (xiv) security given by an any Borrower Group member to a public utility or any municipality or governmental or other public authority when required by such utility or municipality or other authority in connection with the operations of the Borrower Group, all in the ordinary course of its business; (xv) the reservation in any original grants from the Crown of any land or interests therein and statutory exceptions and reservations to title; (xvi) Liens securing capital or finance leases or purchase money Liens relating solely to the acquisition of equipment necessary for the development, construction or operation of any mining project owned by a Borrower Group member, provided that such Liens extend only to the property clearly and individually identified as acquired or financed thereby (including the proceeds of such property) and do not extend to any other assets of a Borrower Group member; (xvii) Liens securing capital or finance leases obligations which constitute Permitted Debt, provided that such Liens extend only to the property clearly and individually identified as acquired or financed thereby (including the proceeds of such property) and do not extend to any other assets of the Borrower Group; (xviii) any operating lease entered into in the ordinary course of business, provided that the same is not a sale-leaseback; and (xix) Liens created pursuant to and in accordance with Section 5.4 below and the Security Documents, and any other Liens set forth on the date hereof on Schedule 1 attached hereto.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Security Agreement” means the Security Agreement dated as of the Closing Date, made by and between the Purchaser, Parent and the Borrower.

“Security Documents” means the (i) Share Pledge Agreement (as defined in the Note),

dated as of the Closing Date, made by and between the Purchaser and the Parent; (ii) Security Agreement (as defined in the Note), dated as of the Closing Date, made by and between the Purchaser and the Borrower; (iii) Mortgage, Assignment of Production, Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing (as defined in the Note) dated as of August 8, 2024; and (iv) Intercompany Subordination and Postponement Agreement (as defined in the Note) dated as of August 8, 2024; and in all cases, all other documents, agreements, exhibits, schedules or instruments contemplated thereby or executed in connection therewith.

“Share Pledge Agreement” means the Share Pledge Agreement dated as of the Closing

Date, made by and between the Purchaser and the Parent.

“Silver” means silver of minimum .999 fineness in silver bars, conforming in all respects with the specification for “Good Delivery Silver Bars” under the “Good Delivery Rules”, as published by the LBMA from time to time.

“Spot Rate” means, for purposes of calculation of principal and interest payment amounts by the Borrower in connection with this Agreement on any date of determination, the spot rate of exchange for the purchase of Silver against payment of U.S. Dollars being reasonably quoted by the Calculation Agent (as defined in the Note) based on the LBMA Silver price (12:00 p.m. UTC) price on the applicable date on such date (or, in the case of regularly scheduled payment of principal and interest on a Payment Date (as defined in the Note), then the last day in the related Determination Period (as defined in the Note)); provided, that, in the event of a Spot Rate Cessation, the “Spot Rate” as of any such date of determination will be the LBMA Silver price (10:30 a.m. 12:00 p.m. UTC) on the last published date prior to the occurrence of such Spot Rate Cessation. Broker charges incurred in funding the Loan, or repayment of principal and interest are to the account of the Parent.

In the case of the Borrower receiving the initial Loan proceeds, the Spot Rate means, for purposes of calculation of principal and interest payment amounts by the Borrower in connection with this Agreement on any date of determination, the spot rate of exchange for the purchase of Silver against payment of U.S. Dollars being reasonably quoted by the Calculation Agent based on the LBMA Silver price (12:00 p.m. UTC) price on the applicable date on such date (or, in the case of regularly scheduled payment of principal and interest on a Payment Date, then the last day in the related Determination Period); provided, that, in the event of a Spot Rate Cessation, the “Spot Rate” as of any such date of determination will be the LBMA Silver price (10:30 a.m. 12:00 p.m. UTC) on the last published date prior to the occurrence of such Spot Rate Cessation.

“Transaction Documents” means collectively, this Agreement, the Note, the Security Documents, the Guarantee, the Intercreditor Agreement, and all other agreements, documents, certificates, and instruments executed and delivered by the Parent, the Borrower, and each Subsidiary of the Borrower that is or becomes a party to a Transaction Document as well as any third party that is a party thereto, in accordance herewith or therewith.

“U.S. GAAP” means United States generally accepted accounting principles in effect from time to time.

2. Issuance of Note.

Subject to the terms and conditions of this Agreement, following the satisfaction of the conditions set forth in Section 3.2 hereof, on the Closing Date the Borrower shall issue and sell to the Purchaser a secured promissory note (the “Note”) in the principal amount equal to the amount set forth opposite the Purchaser’s name on Schedule A hereto under the heading “Closing Amount” against payment by the Purchaser to the Borrower of such principal amount. The Note shall be in the form of Exhibit A hereto. Capitalized but otherwise undefined terms used herein have the meanings provided therefore in the Note.

3. Closing.

3.1 Effective Date. This Agreement shall become effective via the electronic exchange of documents on the date of this Agreement (the “Effective Date”) or at such other place and date as is mutually agreeable to the Borrower and the Purchaser. The Parties agree that in the sole discretion of the Purchaser, at any time until the principal amount reaches the U.S. Dollar equivalent of up to 1,200,000 troy ounces of silver, calculated using the Spot Rate effective as of the date hereof, additional closings may occur on multiple dates (each such date, a “Subsequent Closing Date”), with the total value of the Loan being all of the proceeds from each closing in aggregate, and each Parties’ obligations hereunder apply equally with respect to all closings. The Parties will, acting reasonably, take all steps required to give effect to more than one closing, if any. The Purchaser will provide the Borrower with seven (7) days written advance notice of a Subsequent Closing Date and its intention to complete any additional closing and the Borrower and the Purchaser will cooperate, both acting reasonably, to coordinate and complete such additional closings. In the event of any Subsequent Closing Dates, the principal amount set forth opposite the Purchaser’s name on Schedule A hereto under the heading “Closing Amount” will be amended to reflect the new total principal amount of the Loan.

3.2 Closing Conditions. The obligations of the Purchaser to conduct the transactions set forth herein on or following the Effective Date shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 3.2, any of which may be waived in whole or in part by the Purchaser (such date upon which all such conditions shall have been waived or satisfied, the “Closing Date”).

(a) Security Interest Grant. The Borrower and the Parent have entered into the Security Documents in favor of the Purchaser, whereby the Borrower and the Parent have granted to the Purchaser a security interest in the Collateral.

(b) Representations and Warranties. The representations and warranties made by the Borrower in Section 5 hereof shall be true and correct as of the Closing Date.

(c) Conditions. All agreements and conditions contained in this Agreement to be performed by the Borrower on or prior to the Closing Date shall have been performed or complied with in all material respects unless waived in whole or in part by the Purchaser.

(d) Governmental Approvals and Filings. The Borrower shall have obtained all governmental, regulatory and stock exchange approvals required, if any, in connection with the lawful sale and issuance of the Note on the Closing Date and the consummation of the transactions contemplated hereunder as of the Closing Date.

(e) Due Diligence. The Purchaser shall have completed such review and examination of the Borrower as it deems necessary to satisfy itself as to the Borrower’s ability to repay the Loan, including but not limited to the receipt of an onsite due diligence report by DRA Global setting forth conclusions to the satisfaction of Purchaser.

(f) Legal Requirements. The sale and issuance by the Borrower, and the purchase by the Purchaser, of the Note shall be legally permitted by all applicable Laws and regulations to which the Purchaser or the Borrower is subject.

(g) Intercreditor Agreement. On or before the Closing Date, the Intercreditor Agreement shall have been submitted by the Borrower for the review, approval and direction of the counterparties to it.

(h) Legal Opinions. The Purchaser shall have received a satisfactory legal opinion from the Borrower’s legal counsel substantially in the form and with the same conclusions as the Opinion (as defined in Schedule 1).

3.3 Subsequent Closing Dates.

(a) In the event of more than one closing, all of the conditions set out in 3.2(b) through 3.2(h) shall apply to the initial closing on the Closing Date and only conditions, 3.2(c), 3.2(d), 3.2(d) and 3.2(f) shall apply to any subsequent closing on a Subsequent Closing Date.

(b) In no event shall a Subsequent Closing Date occur beyond November 8, 2024.

3.4 No Material Adverse Effect. On or before the Effective Date and the Closing Date, no event shall have occurred or condition exist with respect to the Borrower Group (as defined below) that has resulted in, or could reasonably be expected to result in, any event, matter, condition or circumstance which: (i) has or would reasonably be expected to have a material adverse effect on the business, properties, results of operations or condition (financial or otherwise) of the Borrower; (ii) would materially impair the ability of the Borrower to perform or observe its obligations under or in respect of this Agreement; or (iii) affects the legality, validity, binding effect or enforceability of this Agreement or the perfection or priority of any Lien (as defined below) granted to the Purchaser in the Collateral (the occurrence of any of clause (i) through (iii), a “Material Adverse Effect”).

3.5 Additional Delivery. At least two (2) Business Days following the Closing Date, subject to the discretion and mutual agreement of each of the parties hereto, the Purchaser may sell an agreed upon amount of Ounces of Silver at the Spot Rate and deliver to the Borrower U.S. Dollars by wire transfer of immediately available funds as the principal amount being loaned hereunder, and as of the date thereof the Borrower shall duly execute and deliver to the Purchaser an additional, original Note reflecting the name of the Purchaser, a principal amount equal to such principal amount.

4. Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Borrower, that the statements contained in this Section 4 are true and correct as of the Closing Date and the Effective Date:

4.1 Purchaser Organization, Purpose, Good Standing and Qualification. The Purchaser is a limited liability company, duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation and the Purchaser is a newly formed entity that has no assets, liabilities or business other than those solely incidental to the transactions described herein.

4.2 Authorization. The Purchaser has full power and authority to enter into this Agreement. The Agreement, when executed and delivered by the Purchaser, will constitute valid and legally binding obligations of the Purchaser, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other Laws of general application affecting enforcement of creditors’ rights generally and as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

4.3 Legends. The Purchaser understands that the Note and the warrants issued in connection herewith may bear one or all of the following legends:

(a) for the warrants and the securities to be issued upon its exercise: this security has not been registered under the U.S. Securities Act of 1933, as amended, or qualified under any state securities Laws. This security may not be sold, [for the warrants, exercised] or transferred in the absence of such registration or qualification or an exemption therefrom under said act and any applicable U.S. state securities Laws or an opinion of counsel for the Purchaser satisfactory to the Borrower that such registration is not required under said act;

(b) for the warrants issued in connection herewith: unless permitted under securities legislation, the holder of this security must not trade the security before the date that is 4 months and a day after the date the security was first issued;

(c) for the Note: this security is subject to restrictions on transfer contained in that certain Secured Promissory Note Purchase Agreement dated August 8, 2024, which restrictions on transfer are incorporated herein by reference.

4.4 Accredited Investor Status. The Purchaser is an “accredited investor,” as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and the Purchaser falls within the definition of “accredited investor” as such term is defined in section 1.1 of National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators or section 73.3 of the Securities Act (Ontario).

4.5 Disclosure of Information. The Purchaser has received all materials from the Borrower that it has requested; and the Purchaser has had a reasonable opportunity to ask questions of the Borrower and its representatives and the Borrower has answered all inquiries that the Purchaser’s or its representatives have put to it. The Purchaser understands and acknowledges that any financial projections provided to it are forward-looking statements based on the Borrower Group’s current views and various assumptions and predictions that involve inherent risks and uncertainties and that there can be no assurance that the projections or their underlying assumptions will prove to be accurate, and is cautioned not to place undue reliance on the projections or any other forward-looking statements made by the Borrower, including about the operations of the Borrower Group. The Borrower Group’s actual results may differ materially from such statements. The Purchaser should not regard the provision of such forward-looking information as a representation by the Borrower or any other person that the future events, plans or expectations contemplated by the Borrower will be achieved. The Purchaser acknowledges that the Borrower undertakes no obligation to update, review or revise any forward-looking statements to reflect any change in its expectations or any change in events, conditions, circumstances or assumptions on which any such statements are based. The Purchaser has had access to all additional information necessary to verify the accuracy of the information set forth in this Agreement and any other materials furnished herewith and has taken all the steps necessary to evaluate the merits and risks of an investment as proposed hereunder.

4.6 Investment Experience. The Purchaser is a special purpose vehicle formed solely to make an investment in the Note and a subscription for the warrants issued in connection herewith and has required each of its investors to represent that it has such knowledge and experience in finance, securities, investments and other business matters, including experience in investing in securities of companies in the development stage, so as to be able to protect its interests concerning this transaction, and if not, it has consulted with a qualified representative for assistance in evaluating the risks and merits of an investment in the Note and the subscription for the warrants. The Purchaser further has required that each investor represent that it understands the various risks of an investment in the Note and the subscription for the warrants and can afford to bear such risks, including, without limitation, the risks of losing its entire investment.

4.7 No Public Market. The Purchaser acknowledges that no market for the Note or the warrants presently exists and it is unlikely that one will develop in the future, and that it may find it impossible to liquidate the investment at a time when it may be desirable to do so, or at any other time prior to maturity.

4.8 Restricted Securities. The Purchaser is aware that the Note and the warrants have not been registered under the Securities Act; that the Note and the warrants will be issued on the basis of the statutory exemption provided by Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not involving any public offering and under similar exemptions under certain state securities Laws; that this transaction has not been reviewed by, passed on or submitted to any federal or state agency or self-regulatory organization where an exemption is being relied upon, and that the Borrower’s reliance thereon is based in part upon the representations made by the Purchaser in this Agreement. The Purchaser acknowledges that it has been informed by the Borrower, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act (and applicable state securities Laws) and the rules and regulations thereunder on the transfer of securities. In particular, the Purchaser agrees that no sale, assignment or transfer of the Note or the warrants shall be valid or effective, and the Borrower shall not be required to give any effect to such sale, assignment or transfer, unless (i) such sale, assignment or transfer is registered under the Securities Act (and applicable state securities Laws), it being understood that the Note and the warrants are not currently registered for sale and that the Borrower has no obligation or intention to so register the Note or the warrants, or (ii) the Note or the warrants are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Securities Act, it being understood that Rule 144 prescribes certain waiting periods before the Note or the warrants (or any portion thereof) may be sold, or (iii) such sale, assignment or transfer is otherwise exempt from the registration under the Securities Act (and applicable state securities Laws). The Purchaser further understands that an opinion of counsel and other documents may be required to transfer the Note or the warrants (or any portion thereof). The Purchaser is also aware the warrants are being issued pursuant to an exemption from the prospectus requirements under Canadian securities Laws.

4.9 Purchase Entirely for Own Account. The Purchaser has acquired the Note and the warrants for its own account for investment and not with a view to the sale or distribution thereof or the granting of any participation therein in violation of the Securities Act or any applicable securities Laws, including Canadian securities Laws, and it has no present intention of distributing or selling to others any of such interest or granting participations therein in violation of the Securities Act or any applicable securities Laws, including Canadian securities Laws.

4.10 No General Solicitation. The Purchaser has not purchased the Note or the warrants because of or following any advertisement, article, notice or other communication published in any newspaper, magazine or internet site or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation or a subscription by a Person other than a representative of the Borrower.

4.11 Purchaser Exculpation. The Purchaser acknowledges that it is not relying upon statements, warranties or representations by any person, firm or corporation, other than those of the Borrower set forth in this Agreement and of the Borrower and the Borrower Group (as applicable) set forth in the other Transaction Documents or that is otherwise Posted Information (as defined in the MM Bond III PPM, as defined below) in making its decision to invest in the Note and the Borrower. In formulating a decision to enter into this Agreement, the Purchaser has relied solely upon (i) the provisions of this Agreement and the terms and provisions of the Transaction Documents, (ii) an independent investigation of the Borrower’s business, including an analysis of the reports included as Posted Information, and (iii) consultations with its legal and financial advisors with respect to this Agreement and the Note and the nature of its investment; and that in entering into this Agreement no reliance was placed by the Purchaser upon any representations or warranties other than those contained in this Agreement.

4.12 Compliance with Securities Laws. The Purchaser agrees that it will comply with all securities Laws applicable to it concerning the purchase of the Note and the subscription for the warrants and the Purchaser consents to the filings by the Parent of all documents required by U.S. and Canadian securities Laws in connection with the purchase of the Note and the subscription for the warrants.

4.13 Status of Purchaser. The Purchaser is not an “affiliate” (as defined in Rule 405 under the Securities Act) or “insider” of the Parent or a “registrant” (in each case, as defined under applicable British Columbia securities Laws) and has not identified itself to the Borrower as an “affiliate,” “insider” or “registrant”.

4.14 Survival of Representations. The Purchaser acknowledges that the representations, warranties and agreements made by it herein shall survive the execution and delivery of this Agreement.

5. Representations and Warranties of the Borrower. The Borrower hereby represents and warrants to the Purchaser (and, for the purposes of this Section 5, reference to the term “Borrower” shall mean and include the Parent and all Subsidiaries with respect to each representation and warranty) that the statements contained in this Section 5 are true and correct as of the Closing Date and the Effective Date:

5.1 Organization, Good Standing and Qualification. The Borrower is a corporation, duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation (as set forth above) and has all requisite corporate power and authority pursuant to its articles or incorporation and bylaws, or their equivalent, as the case may be, to own and operate its properties and assets and carry on its business as now conducted and as proposed to be conducted. The Borrower is duly qualified to transact business and is in good standing in each jurisdiction in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not result in a Material Adverse Effect.

5.2 Authorization. All action on the part of the Borrower necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Borrower hereunder, the authorization, issuance, sale and delivery of the Note, and the granting of the Lien to the Purchaser in the Collateral has been taken or will be taken prior to the Closing. Each of this Agreement and the Note, when executed and delivered by the Borrower, will constitute the valid and legally binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

5.3 Litigation; Labor Disputes and Acts of God.

(a) Other than as set out in Schedule 5.3 attached hereto, there is no action, suit, proceeding or investigation pending or, to the Borrower’s knowledge, currently threatened against the Borrower that questions the validity of this Agreement, the right of the Borrower to enter into this Agreement, or to consummate the transactions contemplated hereby, or that could reasonably be expected to result, either individually or in the aggregate, in any Material Adverse Effect. The Borrower is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any (i) court or (ii) federal, state, local or other governmental department, commission, board, bureau, agency or other instrumentality or authority, domestic or foreign, exercising executive, legislative, judicial, regulatory or administrative authority or functions of or pertaining to government (collectively, “Governmental Authority”). There is no action, suit, proceeding or investigation by the Borrower currently pending or that the Borrower intends to initiate.

In addition, except as otherwise disclosed herein, neither the Borrower, the Project (as defined below) nor the properties of the Borrower has been affected by any war, civil strife, currency restriction, political restriction, pandemic, epidemic, fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance), which could reasonably be expected to cause a Material Adverse Effect.

5.4 Absence of Required Consents; No Violations. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority on the part of the Borrower Group is required in connection with this Agreement or the issuance of the Note or the consummation of the transactions contemplated hereunder, except for such filing(s) pursuant to applicable state securities Laws or Canadian securities Laws as may be necessary, which filings will be timely effected after the Closing, and except for recordings or filings in connection with the perfection of the Liens on the Collateral in favor of the Purchaser as required by the Security Documents. The Borrower Group is not in violation or default (i) of any provision of its articles of incorporation, bylaws, or organizational documents, or any agreements applicable to any of its Equity Interests, or (ii) of any instrument, judgment, order, writ, decree, agreement, arrangement or contract to which it is a party or by which it or its properties are bound, or, to its knowledge, of any provision of any national, federal, provincial, state or local statute, rule or regulation that is, to each of the Borrower Group’s knowledge, as applicable. Other than as set out in Schedule 5.4 attached hereto, the execution, delivery and performance of this Agreement, the Note and the other Transaction Documents will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, order, writ, decree, agreement, arrangement or contract or an event that results in the creation of any Lien upon any assets of the Borrower Group (other than the Lien granted to the Purchaser in the Collateral pursuant to the Security Documents) or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Borrower Group, its business or operations or any of its assets or properties, except for such results which could not reasonably be expected to result in a Material Adverse Effect. Without limiting the foregoing, the Borrower Group has obtained all waivers necessary with respect to any preemptive rights, rights of first refusal or similar rights, including any notice or offering periods provided for as part of any such rights, in order for the Borrower Group to consummate the transactions contemplated hereunder without any third party obtaining any rights to cause the Borrower Group to offer or issue any securities of the Borrower Group as a result of the consummation of the transactions contemplated hereunder.

5.5 Financial Statements.

(a) The Borrower has made available to the Purchaser the publicly available consolidated audited balance sheet and consolidated audited statement of income and cash flows of the Borrower and the Parent (together with the Borrower, the “Borrower Group”) for the twelve (12) months ending December 31, 2023 (the “Statement Date”) (together, the “Audited Financial Statements”) as well as the draft consolidated unaudited balance sheet as of June 30, 2024 (collectively, with all Audited Financial Statements, the “Financial Statements”). The Financial Statements, together with the notes thereto, have been prepared from the Parent’s books of account in accordance with U.S. GAAP, throughout the periods indicated, except as disclosed therein, and the Audited Financial Statements present fairly in all material respects the financial condition and position of the Borrower Group as of December 31, 2023.

(b) The Borrower has no liability or obligation, absolute or contingent (individually or in the aggregate) not disclosed in the Financial Statements, except: (i) current liabilities and obligations of the Borrower incurred in the ordinary course of business subsequent to the Statement Date that do not, individually or in aggregate, have a Material Adverse Effect on the Borrower; (ii) obligations under contracts and commitments incurred in the ordinary course of business of the Borrower; and (iii) liabilities and obligations of a type or nature not required under U.S. GAAP to be reflected in the Financial Statements, which, in all such cases, individually and in the aggregate would not have a Material Adverse Effect.

5.6 Changes. Since the Statement Date, there has not been, with respect to the Borrower:

(a) other than as set out in Schedule 5.6(a) attached hereto, any change in the assets, liabilities, financial condition, prospects or operations of the Borrower from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or could reasonably be expected to result in a Material Adverse Effect;

(b) any resignation or termination of Sam Ash, Richard Williams or Gerbrand Van Heerden, without the prior written consent of the Purchaser;

(c) any material change, except in the ordinary course of business, in the Contingent Obligations of the Borrower by way of guaranty, surety, endorsement, indemnity, warranty or otherwise;

(d) any damage, destruction or loss, whether or not covered by insurance, that has had or could be reasonably expected to result in a Material Adverse Effect;

(e) any waiver by the Borrower of a valuable right or of a material Debt owed to it;

(f) other than as set out in Schedule 5.6(f), any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;

(g) any labor organization activity related to the Borrower;

(h) except as otherwise expressly permitted herein, any Debt, obligation or liability incurred, assumed or guaranteed by the Borrower, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;

(i) any change in any material agreement to which the Borrower and/or its properties are a party or by which the Borrower and/or its properties are bound which has had or could reasonably be expected to result in a Material Adverse Effect; or

(j) any other event or condition of any character that, either individually or cumulatively, has had or could reasonably be expected to result in a Material Adverse Effect; or

(k) any agreement, arrangement or commitment by the Borrower to do any of the acts described in subsection (a) through (k) above, other than as disclosed pursuant to forementioned schedules.

5.7 Capitalization

(a) The authorized capital stock of the Borrower, on and as of the Effective Date, is set forth in Schedule 5.7 attached hereto, and the authorized capital stock of the Borrower, immediately prior to the Closing Date and the Effective Date, shall consist of 100 shares of common stock (the “Common Stock”), of which 100 shares are issued and outstanding on and as of the date hereof.

(b) The Borrower has not made any representations regarding equity incentives to any officer, employee, director or consultant that are inconsistent with the share amounts and terms set forth on Schedule 5.7 attached hereto. In addition, other than as set forth on Schedule 5.7 hereto, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from the Borrower of any of its securities.

(c) All issued and outstanding shares of Common Stock: (i) have been duly authorized and validly issued to the persons listed on Schedule 5.7 attached hereto and are fully paid and nonassessable; and (ii) were issued in compliance with all applicable national, federal, provincial and state Laws concerning the issuance of shares.

(d) The rights, preferences, privileges and restrictions of the Common Stock are as stated in the Borrower’s articles of incorporation, or its equivalent, in effect as of the date hereof, a copy of which has been provided to the Purchaser. The sale of the Note is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

(e) All warrants issued by the Parent in connection with this Agreement shall fully vest from the day they are issued. These warrants shall be exercisable for common stock of the Parent until the earlier of: (i) three years from the date of issue and (ii) the Loan Maturity Date.

5.8 Title to Properties and Assets; Liens, Condition of Assets. The Borrower is the sole legal and equitable owner of and has good and marketable title to its properties and assets (including the properties and assets reflected in the most recent balance sheet included in the Financial Statements, and good title to its leasehold estates) and has not heretofore transferred, assigned, pledged, charged, hypothecated, granted any security interest in, or encumbered any of its assets, other than Permitted Liens (as defined below).

5.9 Further Representations and Warranties Regarding the Collateral. Subject to the terms of the Intercreditor Agreement and the Permitted Liens, the Lien granted by the Borrower in the Collateral represents a valid first priority Lien on and security interest in the Collateral in favor of the Purchaser, superior and prior to the rights of all third Persons.

5.10 No Material Adverse Effect. On and as of the date hereof, no event has occurred or condition exists with respect to the Borrower Group that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.

5.11 Subsidiaries. Other than the entities listed on Schedule 5.11 attached hereto (such entities, each a “Subsidiary” and collectively, the “Subsidiaries”), the Borrower does not own or control any Person or any Equity Interests in or of any Person (except with respect to the shares in the Parent held by the Borrower as nominee on behalf of certain shareholders). The Borrower is not a participant in any joint venture, partnership, limited liability company or similar arrangement.

5.12 Disclosure. The Borrower has provided the Purchaser with all information requested by the Purchaser in connection with its decision to purchase the Note and undertake the transactions contemplated herein, and as of the date of that certain Monetary Metals Bond III, LLC Preliminary Private Placement Memorandum, dated as of July 19, 2024 (in each case, excluding, for the purposes of this representation and warranty, any pricing information omitted in this offering document and any information derived from such pricing information), and of that certain Monetary Metals Bond III, LLC Final Private Placement Memorandum, expected to be dated on or about the week of August 6, 2024 (together with all Posted Information (as defined therein), the “MM Bond III PPM”), the MM Bond III PPM (as may be amended or supplemented as of any such time), does not and will not contain any untrue statement of a material fact and does not and will not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the representations or warranties made by the Borrower herein as of the date of such representations and warranties, and the statements contained in any other information, certificates, exhibits or reports, furnished by or on behalf of the Borrower to the Purchaser in connection herewith, when taken as a whole, does not contain any untrue statement of a material fact or omit any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they are made, not materially misleading.

5.13 Offering. Subject in part to the truth and accuracy of the Purchaser’s representations set forth in Section 4, the offer, sale and issuance of the Note as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of any applicable state securities Laws.

5.14 Environmental and Other Laws. Except as otherwise may be disclosed in Schedule 5.14 attached hereto: (a) the Borrower is conducting its business in material compliance with all applicable Laws, including applicable Environmental Laws (as defined below), and has and is in compliance with all licenses and permits required under any such Laws; (b) none of the operations or properties of the Borrower is the subject of national, federal, provincial, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials (as defined below) into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) the Borrower has not filed any notice under any Law indicating that the Borrower is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any Hazardous Materials have been improperly released, or are improperly stored or disposed of; (d) the Borrower has not transported or arranged for the transportation of any Hazardous Material to any location which is the subject of national, federal, provincial, state or local enforcement actions or other investigations which may lead to claims against the Borrower for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) the Borrower otherwise does not have any known material contingent liability under any applicable Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials.

5.15 Insurance. Schedule 5.15 attached hereto contains a substantially accurate and complete description of all material policies of property and casualty, liability, workmen’s compensation and other forms of insurance owned or held by or on behalf of the Borrower. Such policies constitute all policies of insurance required to be maintained under this Agreement. All such policies are in full force and effect, all premiums due with respect thereto have been paid, and no notice of cancellation or termination in all material respects has been received with respect to any such policy. Such policies are sufficient for compliance in all material respects with all requirements of applicable Law and of all agreements to which the Borrower is a party; are valid, outstanding and enforceable policies; provide adequate insurance coverage in at least such amounts and against at least such risks as are otherwise usually insured against in the same general area by companies engaged in the same or a similar business for the assets and operations of the Borrower; will remain in full force and effect through the respective dates set forth in Schedule 5.15 attached hereto without the payment of additional premiums; and will not in any way be adversely affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement, the Note, and the other Transaction Documents.

5.16 Use of Proceeds. Subject to Article II hereof, the proceeds of the Loan shall be used solely by the Borrower for the development, funding and operation of the Project, as applicable, and not by the Borrower for future exploration activities or mining operations not related to the operation of the Project (as described in Annex A attached hereto) or for any general corporate purposes or by any other entity or for any personal, family or household purpose. “Project” shall have the meaning set forth in Annex A attached hereto.

5.17 Equipment. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Borrower are in good operating condition and repair (ordinary wear and tear excepted) and are reasonably fit and usable for the purposes for which they are being used.

6. Security Interest.

6.1 Security.(a) In consideration for the indebtedness evidenced by the Note and to ensure and secure the Borrower’s full and timely performance of all of its obligations under this Agreement and the Note (including, without limitation, the Obligations (as defined in the Note)), the Borrower will, pursuant to the terms of the Security Documents and subject to the Intercreditor Agreement, grant to the Purchaser a first priority continuing security interest in favor of the Purchaser as security for the payment and discharge of all Obligations in all the Borrower’s right, title and interest from time to time in all of the Borrower’s right, title and interest in, to and under (in each case, whether now owned or existing, or hereafter acquired or arising) its silver, lead, zinc and other mineral holdings and mineral rights, cash and cash equivalents, intellectual property, real property, accounts, inventory, equipment, receivables, payment intangibles and other general intangibles and accounts, financial assets and investment property, investment property, securities, deposit accounts, furniture, trade fixtures, chattel paper, electronic chattel paper, instruments, letter-of-credit rights and any and all other property of any type or nature owned by it in each case whether now existing or hereafter acquired or arising and wherever located, and all proceeds of all of the foregoing (all of the property described in this clause being collectively referred to herein as “Collateral”), including, without limitation, all proceeds thereof, all accessions to and substitutions and replacements for, any of the foregoing, and all rents, profits and products of any thereof.

(b) In addition to the foregoing, upon the creation of any Subsidiary, subject to the terms of the Intercreditor Agreement, the Borrower shall grant to the Purchaser a continuing security interest in favor of the Purchaser as security for the payment and discharge of all Obligations in all the Borrower’s right, title and interest from time to time in the Equity Interests related to such Subsidiary (including but not limited to any and all economic rights associated with such Equity Interests and any and all voting rights and other rights to participate in the management of the issuer of such Equity Interests) and shall execute, deliver, file and record all additional collateral security documents, notices, financing statement, instruments and documents which are reasonably requested by Purchaser to create, preserve, continue, perfect or validate any security interest granted hereunder or to enable the Purchaser to exercise or enforce its rights hereunder with respect to such security interest.

In addition to the foregoing, the Borrower shall cause the Parent to execute, deliver, file and record all security documents, notices, financing statement, instruments and documents that are reasonably requested by Purchaser to create, preserve, continue, perfect or validate any security interest granted hereunder or to enable the Purchaser to exercise or enforce its rights hereunder with respect to any and all collateral pledged under the Security Documents.

6.2 Perfection. At any time, and from time to time upon the reasonable request of the Purchaser, while the Note is outstanding, the Borrower will give, execute, file and record any notice, financing statement, amendment to or reaffirmation of any financing statement, instrument, document or agreement which is reasonably necessary to create, preserve, continue, perfect or validate any security interest granted hereunder or to enable the Purchaser to exercise or enforce its rights hereunder with respect to such security interest. The Borrower irrevocably constitutes and appoints the Purchaser as the Borrower’s attorney to execute on behalf of the Borrower or its Subsidiary, or in the name of the Borrower or Subsidiary, as applicable, financing statements, amendments to financing statements or other documents under any applicable Law so as to preserve the Purchaser’s security interest (and the priority thereof) in the Collateral hereunder or under any other security agreement or instrument.

7. Additional Covenants of the Borrower. So long as any indebtedness under the Note remains outstanding:

7.1 The Borrower will maintain its principal office at the location set forth on the signature page hereto, or such other location of its principal office, provided that the Borrower shall notify the Purchaser, in writing, within 10 days of any change to its principal office, in order for notices, presentations and demands (including, without limitation, a demand for payment) to or upon the Borrower in respect of this Agreement and the Note may be given or made.

7.2 The Borrower shall: (i) do or cause to be done all things reasonably necessary to preserve and keep in full force and effect its corporate or organizational existence (as applicable), material rights, material permits and material franchises; (ii) continue to conduct its business substantially as now conducted; and (iii) maintain, preserve and protect all of its assets and properties used in the conduct of its business in good repair, working order and condition as is reasonably necessary to permit its business to be properly conducted.

7.3 The Borrower will permit, upon reasonable prior written notice, representatives appointed by the Purchaser (including independent accountants, auditors, agents, attorneys, and appraisers) to visit and inspect during normal business hours any of the Borrower’s or Subsidiary’s property, including its books of account, other books and records, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain; provided, that so long as no Event of Default has occurred and is continuing, the Borrower shall not be required to reimburse the Purchaser for such visits, examinations and inspections more frequently than once during any calendar year. The Borrower shall permit the Purchaser and its representatives to investigate and verify the accuracy of the information furnished to the Purchaser in connection with the Note, this Agreement and all other agreements set forth herein and to discuss all such matters with its officers, employees and representatives.

7.4 The Borrower will

(a) Promptly, and in no case later than within forty-eight hours, notify the Purchaser in writing, stating that such notice is being given pursuant to this Agreement, of:

a. the occurrence of any Default or Event of Default in accordance with Section 8.1 or any Material Adverse Effect;

b. (i) the acceleration of the maturity of any Permitted Debt owed by the Borrower in an amount in excess of US $250,000 or (ii) any unremedied default (taking into account any applicable cure period) by the Borrower under any material contract valued in excess of US $250,000;

c. any claim of US$250,000 (or its equivalent in any foreign currency) or more, any notice of potential liability under any applicable Environmental Laws which might exceed such amount, or any other material adverse claim asserted against the Borrower or with respect to the Borrower’s properties which might exceed such amount;

d. the filing of any suit or proceeding against the Borrower in which (i) any Person seeks an award of US$250,000 or more (or its equivalent in any foreign currency), on an individual basis or in the aggregate, of damages or other amounts from the Borrower or (ii) an adverse decision could reasonably be expected to constitute a Material Adverse Effect; and

e. the creation or acquisition of any Subsidiary by the Borrower; and

(b) The Borrower will also notify the Purchaser in writing within (10) Business Days of the date the Borrower changes its name, the location of its chief executive office, or its location under the NY UCC.

7.5 The Borrower will at all times maintain full and accurate books of account and records. The Borrower will maintain a standard system of accounting, will maintain its fiscal year, and will furnish the following statements and reports to the Purchaser at the Borrower’s expense:

(i) within one hundred twenty (120) days after the end of each fiscal year of the Parent, commencing at the end of the fiscal year 2024, procure the completion of consolidated financial statements of the Borrower Group together with all notes thereto, prepared in reasonable detail in accordance with U.S. GAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm selected by the Borrower and acceptable to the Purchaser, stating that such consolidated financial statements have been so prepared.

(ii) As soon as available, and in any event within sixty (60) days after the end of each fiscal quarter, the Borrower Group’s consolidated balance sheet as of the end of such fiscal quarter and consolidated statements of the Borrower Group’s earnings and cash flows for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, all in reasonable detail and prepared in accordance with U.S. GAAP, subject to changes resulting from normal year-end adjustments.

(iii) In addition, the Borrower will, together with each such set of financial statements and each set of financial statements furnished under this Section 7.5, furnish a certificate in the form of Exhibit B signed by the Chief Financial Officer (or an officer holding an equivalent position) of the Borrower, stating that such financial statements are accurate and complete in all material respects (subject to normal year-end adjustments), stating that he has reviewed the Transaction Documents, and stating that no Event of Default exists at the end of such fiscal quarter or at the time of such certificate or specifying the nature and period of existence of any such Event of Default.

7.6 Following written request by the Purchaser, such other information that the Purchaser may from time to time reasonably request concerning the Note, this Agreement, any Collateral, or any matter in connection with the Borrower’s businesses, properties, prospects, financial condition and operations; including monthly reporting on silver extraction results and inventory, monthly and quarterly financial reports within the deadlines for financial reporting. Such reports shall include audit (if available), consolidated annual financial statements (accompanied by an unqualified audit report) certified by independent certified public accountants and prepared in U.S. GAAP, unaudited consolidated monthly and quarterly financial statements and copies of annual tax returns.

7.7 Upon written request of the Purchaser, the Borrower shall duly execute and deliver, or cause to be duly executed and delivered, at its own cost and expense, such further instruments and documents and shall take all such action, in each case as may be reasonably necessary in the reasonable judgment of the Purchaser to carry out the provisions and purposes of this Agreement, the Note and any other Transaction Documents to which it is a party.

7.8 Until the Project has reached commercial production, the Borrower shall not engage in or permit any of its subsidiaries to engage in any business other than the Project and such other businesses currently engaged in by the Borrower and any such subsidiary as of the Effective Date, in each case, as set forth in this Agreement and businesses similar, ancillary or related thereto. In addition, the Borrower will not engage in any transaction with any of its affiliates on terms that are less favorable to it than those that would have been obtainable at the time in arm’s-length dealing with Persons other than such affiliates.

7.9 Other than dividends or distributions made to the Parent, the Borrower shall not, at any point prior to the full repayment and satisfaction of the Note, declare or make or cause to be declared and made any dividends or distributions on or in respect of any Equity Interest in the Borrower or any payment made by the Borrower to purchase, redeem, acquire or retire any Equity Interest in the Borrower (including any such option or warrant), other than the purchase or redemption of Equity Interests of the Borrower held by then present or former directors, consultants, officers or employees in connection with such person’s death, disability, retirement or termination of employment or under the terms of any agreement under which such Equity Interest were issued.

Notwithstanding anything to the contrary herein, the Parent may provide equity funding by way of capital contributions to the Borrower and its Subsidiaries, subject to the following conditions: the Borrower Group or any affiliate of the Borrower that becomes a party to the Transaction Documents is not in breach of the Transaction Documents to which it is a party at the time of such equity funding or will be in breach of a Transaction Document to which it is a party as a result of the provision of such equity funding.

7.10 Other than with the consent of the Purchaser, the Borrower will not enter into or permit any modification of, or waive any material right or obligation of any Person under its, as the case may be, certificate or articles of incorporation, articles of organization, bylaws, regulations, operating agreement or other organizational documents other than amendments, modifications and waivers which could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the foregoing, the Borrower will not grant or otherwise agree to any preemptive right or similar provision, or any anti-dilution or similar provision, whether set forth in a binding agreement or as part of or in connection with the terms of any Equity Interest of the Borrower or any Subsidiary, in each case that would be violated by, or that would be triggered, invoked or otherwise implicated by the terms of the Note.

7.11 The Borrower will maintain insurance over its business and Subsidiaries, the Project and any portion of the Collateral consisting of tangible personal property for risks and in amounts standard for companies in the Borrower’s industry and location. Insurance policies shall be in a form, with financially sound and reputable insurance companies that are not affiliates of the Borrower, and in amounts that are customary for businesses of similar size in the same line of business. At the Purchaser’s request, the Borrower shall deliver certified copies of such insurance policies and evidence of all premium payments. Each provider of any such insurance required under this Section shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Purchaser, that it will give the Purchaser twenty (20) days’ prior written notice (ten (10) days’ prior written notice for cancellation due to non-payment of premium) before any such policy or policies shall be materially altered or canceled. If the Borrower fails to obtain insurance as required under this Section 7.11 or to pay any amount or furnish any required proof of payment to third Persons, the Purchaser may make all or part of such payment or obtain such insurance policies required in this Section 7.11, and take any action under the policies the Purchaser deems prudent.

7.12 Other than with the consent of the Purchaser, the Borrower shall not enter into, and shall not cause the Parent or any Subsidiary to enter into, any agreement regarding: (i) any consolidation or merger of the Borrower or Subsidiary with or into any other corporation or other entity or Person, or any other corporate or organizational reorganization, other than any such consolidation, merger or reorganization in which the holders of the Equity Interests of the Borrower or any Subsidiary of the Borrower immediately prior to such consolidation, merger or reorganization, continue to hold Equity Interests that represents a majority of the voting power of the surviving entity (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization (provided that, for the purpose of this Section 7.12, all Equity Interests issuable upon exercise of options outstanding immediately prior to such consolidation or merger or upon conversion of convertible stock or other securities convertible into Equity Interests outstanding immediately prior to such merger or consolidation shall be deemed to be outstanding immediately prior to such merger or consolidation and, if applicable, converted or exchanged in such merger or consolidation on the same terms as the actual outstanding Equity Interests are converted or exchanged); (ii) any transaction or series of related transactions to which the Borrower is a party in which in excess of fifty percent (50%) of the Borrower’s voting power is transferred; or (iii) the sale, lease, conveyance, exclusive license or other disposition of a majority of the assets of the Borrower and its Subsidiaries, taken together.

7.13 Other than with the consent of the Purchaser, the Borrower shall not, directly or indirectly, sell, transfer, lease, exchange, alienate or dispose of any of its material assets or properties or any material interest therein, to a third party not being a member of the Borrower Group, except the Borrower may sell, transfer, lease, exchange, alienate, or dispose of: equipment or other property which is surplus, worn out or obsolete or which is no longer used or useful in the business of the Borrower, or the proceeds of which are or are to be used to purchase equipment or other property of comparable suitability and value; inventory (including silver sold as produced and seismic and geological data) which is sold in the ordinary course of business; the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof and not in connection with any financing transaction; and other sales, transfers or dispositions; provided that both before and after giving effect to any such sale, transfer or disposition, no Default or Event of Default has occurred and is continuing.

7.14 Other than with the consent of the Purchaser, the Borrower will not

(a) owe or be liable for any indebtedness except the Obligations, any intercompany loan between members of the Borrower Group who have granted security to the Purchaser, and any Permitted Debt;

(b) make prepayments on any existing or future indebtedness to any Person other than to Purchaser or to the extent specifically permitted by this Agreement or any subsequent agreement between Borrower and Purchaser; and

(c) create or suffer to exist any Lien on any assets of the Borrower except Permitted Liens. In addition, the Borrower will at all times maintain, good and defensible title to the fee interests in real property and all silver and other minerals, mineral rights and related leasehold interests comprising the Collateral, free and clear of all Liens, except for Permitted Liens.

7.15 The Borrower will (a) timely file all required tax returns including any extensions; (b) timely pay all taxes, assessments, and other governmental charges or levies imposed upon it or upon its income, profits or property before the same become delinquent; (c) pay and discharge when due all other liabilities now or hereafter owed by it, other than royalty payments suspended in the ordinary course of business; and (d) maintain appropriate accruals and reserves for all of the foregoing in accordance with U.S. GAAP. The Borrower may, however, delay paying or discharging any of the foregoing so long as it is in good faith contesting the validity thereof by appropriate proceedings, if necessary, has set aside on its books adequate reserves therefore that are required by U.S. GAAP, and the failure to make payment pending such contest could not reasonably be expected to constitute a Material Adverse Effect or result in the seizure or forfeiture of any silver or other minerals or related leaseholds or properties of the Borrower.

7.16 The Borrower will perform all material obligations it is required to perform under the terms of each indenture, mortgage, deed of trust, security agreement, lease, franchise, agreement, contract or other instrument or obligation to which it is a party or by which it or any of its properties is bound except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower will conduct its business and affairs in compliance with all Laws applicable thereto except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower will cause all licenses and permits necessary for the conduct of its business and the ownership and operation of its property used in the conduct of its business to be at all times maintained in good standing and in full force and effect except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

7.17 The Borrower will comply with all Environmental Laws now or hereafter applicable to the Borrower, as well as all applicable contractual obligations and agreements with respect to environmental re-mediation or other environmental matters, and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect, except to the extent that failure so to comply could not reasonably be expected to cause a Material Adverse Effect. The Borrower will do anything or permit anything to be done which will subject any of its properties to any remedial obligations under, or result in noncompliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances, except as could not reasonably be expected to cause a Material Adverse Effect.

7.18 The Borrower will promptly furnish to the Purchaser all material written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by the Borrower, or of which the Borrower otherwise has written notice, pending or threatened against the Borrower or a Subsidiary by any Governmental Authority with respect to any alleged violation of or non-compliance with any applicable Environmental Laws or any permits, licenses or authorizations in connection with the Borrower’s or such Subsidiary’s ownership or use of its properties or the operation of its business.

7.19 Following an Event of Default which is continuing beyond any applicable cure period, the Purchaser shall be entitled to appoint one (1) individual by written notice to the Borrower from time to time (the “Board Observer”), who shall be permitted to attend and participate in all meetings of the board of directors of the Parent (the “Board”). The Board Observer shall have no right to vote on any matter presented to the Board. The Borrower shall give the Board Observer written notice of each meeting thereof at the same time and in the same manner as the other members of the Board receive notice of such meetings (but in any event no later than three (3) Business Days prior to any such meeting). The Borrower shall permit the Board Observer to attend and participate in all meetings thereof. The Board Observer shall be entitled to receive all written materials and other information given to other members of the Board in connection with such meeting or otherwise, at the same time such materials and information are given to the other members of the Board. The Board Observer shall be subject to the same confidentiality and other restrictions as imposed on the other members of the Board by Law or otherwise. If the Borrower proposes to take any action by written consent in lieu of a meeting of the Board, then the Borrower shall give written notice thereof to the Board Observer describing the nature and substance of such action and including the text of such written consents. The Borrower shall pay the reasonable and documented out-of-pocket costs and expenses of the Board Observer incurred in connection with attending such meetings of the Board, on the same basis as for other members of the Board. The Purchaser’s right to appoint a Board Observer pursuant to this Section shall end upon full repayment and satisfaction of all indebtedness under the Note. The Purchaser hereby appoints Saad Zein as the current Board Observer.

7.20 The Borrower will promptly furnish to the Purchaser all material requests for information, notices of claim, demand letters, and other notifications, received by the Borrower in connection with the Borrower’s ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location.

7.21 The Borrower agrees that it will, or will cause Bunker Hill Mining Corp. to:

(a) commencing on August 8, 2025, maintain a long term cash reserve in excess of [Redacted – Commercial Information], provided that any failure to maintain such cash reserve amount shall be subject to a thirty (30) calendar day cure period;

(b) not conduct any exploration activity (not related to the Bunker Hill silver mine in Idaho) unless the cash balance exceeds [Redacted – Commercial Information], excluding the first year interest reserve amount; and

(c) provide the same reports regarding the Company’s financial position (income statement, balance sheet and cash flow statement) as will be provided as will be provided to Sprott Private Resources Streaming and Royalty Corp.

7.22 The Borrower agrees to the Purchaser retaining an amount equal to the number of Ounces of Silver payable to the Purchaser in interest during the first year and hold such amount in an escrow account, with such amount to be used by the Purchaser to pay any interest as it becomes due during the first year and provided that, in the event that such amount held by the Purchaser pursuant to this Section 7.22 is in excess of the amount of interest actually due and payable during the first year, such excess shall be applied towards the principal amount owing under the Note.

7.23 The Borrower agrees not to, without the consent of the Purchaser, repay any other Debt or Loan obligations until the Loan is repaid in full, other than any payments required in connection with any Permitted Debt.

7.24 On or before August 31, 2024, the Borrower will deliver to the Purchaser the final version of the consolidated unaudited balance sheet for the Borrower Group as of June 30, 2024 previously provided to the Purchaser.

8. Default.

8.1 Events of Default. For purposes of this Agreement and the Note, any of the following events which shall occur shall constitute an “Event of Default”:

(a) the Borrower fails to pay (i) any principal in respect of any indebtedness under the Note when due and payable pursuant to the terms of this Agreement and the Note or (ii) any interest in respect of any indebtedness under the Note, or any fee or other amount payable under the Transaction Documents when due and payable and such failure remains unremedied for a period of three (3) Business Days; provided, that, notwithstanding the foregoing, solely with respect to the Payment Date on November 8, 2024, the Borrower fails to pay any such interest in respect of the indebtedness under the Note (if such unpaid interest amount and such failure remains unremedied for a period of fourteen (14) calendar days);

(b) the Borrower or Parent fails in the observance or performance (as applicable) of (i) any covenant, term, obligation or agreement under the Transaction Documents and such failure remains unremedied for a period of fifteen (15) Business Days;

(c) any representation, warranty or certification made by the Borrower or on behalf of the Borrower or Parent herein or in any other Transaction Document or in any additional security or finance agreements or documents entered into accordance with the terms hereof or in the Note or in any certificate, report, document, agreement or instrument delivered pursuant to any provision hereof or thereof shall prove to have been false or incorrect in any material respect on or as of the date made or deemed made and such inaccuracy is not remedied within fifteen (15) Business Days, other than with respect to any false or incorrect representation, warranty or certification that cannot be cured due to its nature;

(d) the Borrower or any of its Subsidiaries shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of itself or any part of its property, (ii) become subject to the appointment of a receiver, trustee, custodian or liquidator for itself or any part of its property if such appointment is not terminated or dismissed within sixty (60) days, (iii) make an assignment for the benefit of creditors, (iv) fail generally or admit in writing to its inability to pay its Debts as they become due, (v) institute any proceedings under any applicable bankruptcy, reorganization, receivership, insolvency or other similar Law affecting the rights of creditors generally, or file a petition or answer seeking reorganization or an arrangement with creditors to take advantage of any insolvency Law, or file an answer admitting the material allegations of a bankruptcy, reorganization or insolvency petition filed against it, or (vi) become subject to any involuntary proceedings under any applicable bankruptcy, reorganization, receivership, insolvency or other similar Law affecting the rights of creditors generally, which proceeding is not dismissed within sixty (60) days of filing, or have an order for relief entered against it in any proceeding under any applicable bankruptcy, reorganization, receivership, insolvency or other similar Law affecting the rights of creditors generally;

(e) the Borrower or any of its Subsidiaries shall (i) liquidate, wind up or dissolve (or suffer any liquidation, wind-up or dissolution), (ii) suspend its operations other than in the ordinary course of business, or (iii) take any action to authorize any of the actions or events set forth above in Section 8.1(d) or Section 8.1(e);

(f) one or more judgments, orders, decrees or awards for the payment of money in an amount in excess of US$250,000 (provided, however, that if the Borrower’s cumulative Cash Flow (as defined in the Note), as evidenced by the Borrower’s latest updated financial statements available at such time, is equal to or greater than US$2,000,000, then US$500,000) or its equivalent in any foreign currency (except to the extent fully covered (other than to the extent of customary deductibles) by insurance pursuant to which the insurer has not denied coverage) is entered or filed against the Borrower or any of its Subsidiaries, or with respect to any of its assets and the same are not, within sixty (60) days after the entry thereof, discharged, satisfied, or paid, or after execution thereof stayed or bonded pending appeal, or such judgments are not discharged prior to the expiration of any such stay;

(g) the occurrence of a Senior Event of Default (as defined in the Intercreditor Agreement); or

(h) the security interest grant to the Purchaser is held to be invalid or unenforceable, in whole or in part, or the Purchaser shall cease to have a perfected priority Lien (subject to Permitted Liens) in any of the Collateral.

8.2 Consequences of Events of Default.

(a) If any Event of Default shall occur for any reason, whether voluntary or involuntary, the Purchaser may, upon written notice or demand to the Borrower, declare the outstanding Obligations due and payable, whereupon the outstanding Obligations shall be and become immediately due and payable, and the Borrower shall immediately pay to the Purchaser all such indebtedness. Upon the occurrence of an Event of Default under Section 7.1(d), then all indebtedness under the Note and any other Transaction Document shall automatically be due immediately without notice of any kind.

(b) The Purchaser shall also have any other rights which the Purchaser may have been afforded under any contract or agreement at any time and any other rights which the Purchaser may have pursuant to applicable Law. The Purchaser may exercise any and all of its remedies under this Agreement or any other Transaction Document contemporaneously or separately from the exercise of any other remedies hereunder or under applicable Law.

9. Miscellaneous.

9.1 Survival of Representations, Warranties and Covenants. The warranties, representations and covenants of the Borrower and the Purchaser contained in or made pursuant to the Note and this Agreement shall survive the Closing and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of any Purchaser or the Borrower, and shall further survive until all of the Obligations are paid in full to the Purchaser.

9.2 Successors and Assigns. Except as otherwise provided herein or therein, the terms and conditions of this Agreement and the Note shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties (including permitted transferees of the Note); provided, that neither party may assign or transfer its rights or obligations hereunder or under the Note without the prior written consent of the other party, unless an Event of Default has occurred and is continuing, in which case Purchaser may assign or transfer its rights or obligations hereunder or under the Note without the prior written consent of the Borrower. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

9.3 Governing Law; Arbitration. This Agreement and all other Transaction Documents (unless otherwise specified therein) are to be construed in accordance with and governed by the laws of the State of New York without giving effect to any conflicts of law principles that would result in the application of the laws of any other nation or state. Any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement and all other Transaction Documents (unless otherwise specified therein), including with respect to the formation, applicability, breach, termination, validity or enforceability thereof, shall be resolved by arbitration. The arbitration shall be conducted by three arbitrators, in accordance with the rules the International Centre for Dispute Resolution of the American Arbitration Association, in effect at the time of the arbitration. The arbitrators shall be appointed as provided for in said rules. The seat of the arbitration shall be New York City, New York, United States, and it shall be conducted in the English language. The arbitration award shall be final and binding on the parties, and the parties undertake to carry out any award without delay. Judgment upon the award may be entered by any court having jurisdiction of the award or having jurisdiction over the relevant party or its assets.

9.4 Counterparts. This Agreement may be executed in several counterparts and by facsimile or electronic means, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

9.5 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

9.6 Notices. All notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given: (i) when hand delivered to the other parties; (ii) when sent by confirmed facsimile or electronic mail to the number or email address, as applicable, set forth on the signature page or Schedule A hereto if sent between 8:00 a.m. and 5:00 p.m. recipient’s local time on a Business Day, or on the next Business Day if sent other than between 8:00 a.m. and 5:00 p.m. recipient’s local time on a Business Day; (iii) three (3) Business Days after deposit with a national mail service (first class or certified mail, receipt requested, postage prepaid and addressed to the other parties at the addresses set forth on the signature page or Schedule A hereto); or (iv) the next Business Day after deposit with a national overnight delivery service, postage prepaid, addressed to the parties as set forth on the signature page or Schedule A hereto with next Business Day delivery guaranteed, provided that the sending party receives a confirmation of delivery from the delivery service provider. Each Person making a communication hereunder by facsimile shall promptly confirm by telephone to the Person(s) to whom such communication was addressed each communication made by it by facsimile pursuant hereto but the absence of such confirmation shall not affect the validity of any such communication. A party may change or supplement the addresses given above, or designate additional addresses, for purposes of this Section 9.6 by giving the other parties written notice of the new address in the manner set forth above. In the event of any conflict between the Borrower’s books and records and this Agreement or any notice delivered hereunder, the Borrower’s books and records will control absent fraud or error.

9.7 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only if such amendment, modification or waiver is in writing executed by the Borrower and the Purchaser. Any amendment or waiver effected in accordance with this section shall be binding upon each holder of the Note acquired under this Agreement at the time outstanding, each future holder of the Note and the Borrower.

9.8 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable Law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

9.9 Expenses and Fees. In addition to interest calculated pursuant to the Note:

(a) The Borrower shall pay the Purchaser’s costs, up to a maximum amount of [Redacted – Commercial Information], plus [Redacted – Commercial Information] of the excess amount above this threshold, regardless of whether the Borrower and the Purchaser ultimately enter into the proposed Loan, relating to due diligence expenses (including travel and lodging expenses and technical consultants’ expenses), legal and issuances expenses and other, unanticipated costs incurred in relation to the issuance of this Loan. Such expenses will be deducted from the Loan proceeds advanced by the Purchaser to the Borrower on the Effective Date.

(b) Each party shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of this Agreement, unless otherwise specified in this Agreement.

(c) In addition, on or prior to the Closing Date, the Borrower shall pay to the Purchaser the “Underwriting Fee” which means the amount equivalent to 2.5% of the US$ amount of the Loan payable by the Borrower to the Purchaser in U.S. Dollars. This Underwriting Fee will be paid on a net settlement basis against the issuance proceeds.

(d) An additional break free of 2.5% of the Loan amount shall be payable by the Borrower to the Purchaser, if the Purchaser secures commitments for the needed funding and provides a definitive set of legal documents matching the terms set for herein or further negotiated, but the Borrower does not go forward with the Loan within the period contemplated herein.

(e) The Borrower shall also cause the issue to the Purchaser of warrants issued by the Parent within five Business Days of each advance of the Loan proceeds. The warrants are subject to approval of the TSX Venture Exchange, and will be issued in one or more tranches in an amount up to, in the aggregate, a maximum of 3,000,000 warrants calculated as follows:

a. in connection with the first tranche, such number of warrants that is equal to two times the number of Ounces of Silver advanced by the Purchaser 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 Ounces of Silver are advanced, (ii) 5.0% of the Base Warrants if at least 600,000 and up to 699,999 Ounces of Silver are advanced, (iii) 10.0% of the Base Warrants if at least 700,000 and up to 799,999 Ounces of Silver are advanced, and (iv) 15.0% of the Base Warrants if at least 800,000 Ounces of Silver are advanced; and

b. in connection with any additional tranches, such number of warrants that is equal to two times the number of Ounces of Silver advanced by the Purchaser under such tranche.

The exercise price of each warrant shall be set at the last closing price of the Parent’s common stock prior to the date such warrants are issued and each warrant shall vest immediately on issuance. The warrants will be exercisable at any time, in whole or in part, until the earlier of (i) three years from their issuance date and (ii) the Loan Maturity Date. The terms of any warrants are subject to applicable TSX Venture Exchange rules and requirements.

9.10 Finder’s Fee. Each party represents that it neither is nor will be obligated for any finders’ fee or commission in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Borrower from any liability for any commission or compensation in the nature of a finders’ fee (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers, partners, employees or representatives is responsible. The Borrower agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s fee (and the costs and expenses of defending against such liability or asserted liability) for which the Borrower or any of its officers, employees or representatives are responsible.

9.11 Indemnity. The Borrower agrees to indemnify the Purchaser, upon demand, from and against any and all liabilities, obligations, broker’s fees, claims, losses, damages, penalties, fines, actions, judgments, suits, settlements, costs, expenses or disbursements (including reasonable fees of attorneys, accountants, experts and advisors) of any kind or nature whatsoever (in this section collectively called “liabilities and costs”) which to any extent (in whole or in part) may be imposed on, incurred by, or asserted against the Purchaser growing out of, resulting from or in any other way associated with any of the Collateral, the Note, this Agreement and the transactions and events (including the enforcement or defense thereof) at any time associated therewith or contemplated therein (whether arising in contract or in tort or otherwise). Among other things, the foregoing indemnification covers all liabilities and costs (i) arising from, related to or in connection with any untrue statement or alleged untrue statement of a material fact contained in the MM Bond III PPM or any revision or amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) incurred by the Purchaser related to any breach by the Borrower of the Note, this Agreement or any other Transaction Document, (iii) arising from, related to or in connection with any bodily injury to any Person or damage to any Person’s property, or (iv) arising from, related to or in connection with any violation or noncompliance with any Environmental Laws by the Purchaser or any other Person or any liabilities or duties of the Purchaser or any other Person with respect to Hazardous Materials found in or released into the environment.

THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR CAUSED, IN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY THE PURCHASER (IN EACH CASE WHETHER ALLEGED, ARISING OR IMPOSED IN A LEGAL PROCEEDING BROUGHT BY OR AGAINST THE BORROWER, THE PURCHASER, OR ANY OTHER PERSON); provided, that the Purchaser shall not be entitled under this Section 9.11 to receive indemnification for that portion, if any, of any liabilities and costs that is caused by its gross negligence, bad faith or willful misconduct, as determined in a final judgment or ruling by an arbitrator. If any Person (including the Borrower or any of its affiliates) ever alleges such gross negligence, bad faith or willful misconduct by the Purchaser, the indemnification provided for in this Section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as a court of competent jurisdiction or arbitrator enters a final judgment as to the extent and effect of the alleged gross negligence, bad faith or willful misconduct. As used in this Section the term “Purchaser” shall refer not only to the Purchaser but also to each director, officer, agent, trustee, attorney, employee, representative and affiliate of or for the Purchaser.

IN ADDITION, THE BORROWER AND THE PURCHASER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY: (A) WAIVE, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR DIRECTLY OR INDIRECTLY AT ANY TIME ARISING OUT OF, UNDER OR IN CONNECTION WITH THE NOTE, THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED THEREBY OR ASSOCIATED THEREWITH, BEFORE OR AFTER MATURITY; (B) WAIVE, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY “SPECIAL DAMAGES” AS DEFINED BELOW; (C) CERTIFY THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS; AND (D) ACKNOWLEDGE THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE NOTE AND OTHER DOCUMENTS DESCRIBED IN THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION. AS USED IN THIS SECTION, “SPECIAL DAMAGES” INCLUDES ALL SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (REGARDLESS OF HOW NAMED), BUT DOES NOT INCLUDE ANY PAYMENTS OR FUNDS WHICH ANY PARTY HERETO HAS EXPRESSLY PROMISED TO PAY OR DELIVER TO ANY OTHER PARTY HERETO.

9.12 Further Assurances. The Purchaser and the Borrower shall from time to time and at all times hereafter make, do, execute, or cause or procure to be made, done and executed such further acts, deeds, conveyances, consents and assurances without further consideration, which may reasonably be required to effect the transactions contemplated by this Agreement and the Note.

9.13 Entire Agreement. This Agreement and the Note constitute the entire agreement among the parties with respect to the subject matter hereof and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein.

9.14 Attorney’s Fees. If, in any action at law or in equity (including arbitration), it is necessary to enforce or interpret the terms of either this Agreement, the Note or any other Transaction Document the prevailing party in a final, non-appealable judgment shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief that such party may be entitled.

[Signature Page Follows]

In Witness Whereof, the parties have executed this Agreement as of the date first written above.

	BORROWER:

	SILVER VALLEY METALS CORP.

	By:	/s/ Sam Ash
	Name:	Sam Ash
	Title:	President

	Address:	[Redacted – Personal Information]


	Facsimile:
	E-mail:	[Redacted – Personal Information]

	PARENT:

	BUNKER HILL MINING CORP.

	By:	/s/ Sam Ash
	Name:	Sam Ash
	Title:	President, Chief Executive Officer and Director

	Address:	[Redacted – Personal Information]


	Facsimile:
	E-mail:	[Redacted – Personal Information]

[Signature Page to Amended and Restated Secured Promissory Note Purchase Agreement]

	PURCHASER:

	Monetary Metals Bond III LLC

	By:	/s/ Saad Zein
	Name:	Saad Zein
	Title:	Chief Portfolio Officer
	Address:	[Redacted – Personal Information]


	Facsimile:	[Redacted – Personal Information]
	E-mail:
	Saad Zein
	[Redacted – Personal Information]

	Anatoly Burman
	[Redacted – Personal Information]

	Global email
	[Redacted – Personal Information]

	With copies to

	Nathan Lucas
	[Redacted – Personal Information]
	Tel: [Redacted – Personal Information]

	John Flaherty
	[Redacted – Personal Information]
	Tel: [Redacted – Personal Information]

[Signature Page to Amended and Restated Secured Promissory Note Purchase Agreement]

SCHEDULE A

SCHEDULE OF PURCHASERS AND NOTE AMOUNT

Name and Address		Closing Amount

Monetary Metals Bond III LLC [Redacted – Personal Information] Facsimile: [Redacted – Personal Information] E-mail: Saad Zein [Redacted – Personal Information] Anatoly Burman [Redacted – Personal Information] Global email [Redacted – Personal Information] With copies to: Nathan Lucas [Redacted – Personal Information] [Redacted – Personal Information] John Flaherty [Redacted – Personal Information] [Redacted – Personal Information]		US$ equivalent of up to 1,200,000 Ounces of Silver on date of Note
Total		*US$ equivalent of up to 1,200,000 Ounces of Silver on date of Note*

SCHEDULE 1

PERMITTED DEBT

[___________]

PERMITTED LIENS

[___________]

SCHEDULE 5.3

LITIGATION; LABOR DISPUTES AND ACTS OF GOD

[___________]

SCHEDULE 5.4

ABSENCE OF REQUIRED CONSENTS; NO VIOLATIONS

[___________]

SCHEDULE 5.6(a)

CHANGES

[___________]

SCHEDULE 5.7

CAPITALIZATION

The authorized capital stock of the Borrower’s consists of 100 shares of common stock.

SCHEDULE 5.11

SUBSIDIARIES

[________]

SCHEDULE 5.14

ENVIRONMENTAL AND OTHER LAWS

[________]

SCHEDULE 5.15

INSURANCE

[________]

SCHEDULE 6

EXCLUDED COLLATERAL

[________]

EXHIBIT A

FORM OF NOTE

[To be attached.]

EXHIBIT B

CFO CERTIFICATE

●, 2024

Reference is made to that certain Secured Promissory Note Purchase Agreement dated as of [●], 2024 (together with all schedules, exhibits and annexes attached thereto and contemplated therein, as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), by and between Monetary Metals Bond III LLC (the “Purchaser”) and Silver Valley Metals Corp. (the “Company”). This certificate is being delivered pursuant to Section 7.5(iii) of the Note Purchase Agreement. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Note Purchase Agreement.

The undersigned hereby certifies, on behalf of the Company and solely in his capacity as Chief Financial Officer of the Company and not in his personal capacity, as follows:

1.	I am the duly qualified and acting Chief Financial Officer of the Company, and in such capacity, I am (a) responsible for the Company’s financial and accounting matters, and (b) familiar with the Company’s operations, accounting records, internal controls, internal business reporting and recording system.

2.	I have reviewed the (a) financial statements attached hereto as Annex A (the “Financial Statements”), a copy of which has been provided to the Purchaser pursuant to Section 5.5(a) of the Note Purchase Agreement and (b) the Transaction Documents.

3.	The Financial Statements are accurate and complete in all material respects (subject to normal year-end adjustments).

4.	As of (a) the date hereof and (b) the end of the fiscal quarter last covered by the Financial Statements, no Event of Default exists or is continuing.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first set forth above.

	By:
	Name:	[●]
	Title:	Chief Financial Officer

ANNEX A

DESCRIPTION OF THE PROJECT

The “Project” involves the development and restart of the Guarantor’s 100% owned flagship asset, the Bunker Hill zinc-lead-silver mine (the “Bunker Hill Mine” or the “Mine”) in Idaho, USA. The Mine includes all mining rights and claims, surface rights, fee parcels, mineral interests, easements, existing infrastructure at Milo Gulch, and the majority of machinery and buildings at the Kellogg Tunnel portal level, as well as all equipment and infrastructure anywhere underground at the Bunker Hill Mine. It also includes all current and historic data relating to the Bunker Hill Mine, such as drill logs, reports, maps, and similar information located at the Mine site or any other location.

Exhibit 10.2

Execution Copy

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE U.S. STATE SECURITIES LAWS OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SAID ACT. THIS SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN THAT CERTAIN SECURED PROMISSORY NOTE PURCHASE AGREEMENT, DATED AUGUST 8, 2024, WHICH RESTRICTIONS ON TRANSFER ARE INCORPORATED HEREIN BY REFERENCE.

SECURED PROMISSORY NOTE

No. A-1

US$ equivalent of up to 1,200,000 Ounces of Silver as of August 8, 2024.

Dated as of: August 8, 2024

New York, NY

TABLE OF CONTENTS

			Page
1.	Definitions		1
2.	Note Purchase Agreement		3
3.	Maturity		4
4.	Payments		4
	4.1	Form of Payment	4
	4.2	Interest and Principal	4
	4.3	Taxes	8
5.	Security		9
6.	Waivers		9
7.	Repayment of Principal and Interest Upon Maturity; Default and Acceleration		9
8.	Prepayments		10
9.	Payment Currency		12
10.	Lost, Stolen, Destroyed or Mutilated Note		12
11.	Governing Law; Arbitration		12
12.	Amendment and Waiver		12
13.	Notices		13
14.	Severability		13
15.	Assignment; Successors		13
16.	Remedies Cumulative; Failure or Indulgence Not a Waiver		13
17.	Payments		13
18.	Excessive Interest		14
19.	Disgorgement		14
20.	Waiver of Notice		14

For Value Received, SILVER VALLEY METALS CORP. (with its business address at 1 Mine Road, Kellogg, ID 83837), an Idaho corporation (the “Borrower”), hereby promises to pay to the order of Monetary Metals Bond III LLC, a Delaware limited liability company, or its permitted assigns (the “Holder”), the principal sum owing from time to time of the U.S. Dollar equivalent of up to 1,200,000 troy ounces of silver on the dates specified in Schedule A of this Note (such amount, collectively, the “Silver Loan Amount”) with simple interest on the outstanding Silver Loan Amount at the Interest Rate (computed on an actual/360 day basis) or, if less, at the highest rate of interest then permitted under applicable law. Interest shall commence with the date hereof and shall continue to accrue on the outstanding Silver Loan Amount of this Note until paid in full in accordance with the provisions hereof.

1. Definitions

For purposes of this Note:

1.1 “Agreement” has the meaning ascribed to it in Section 2 of this Note.

1.2 “Borrower” has the meaning ascribed to it in the recitals to this Note.

1.3 “Borrower Group” means Bunker Hill Mining Corp., the Borrower and any subsidiary of either entity incorporated or established after the date hereof.

1.4 “Business Day” means any day other than (i) a Saturday, (ii) a Sunday, (iii) a day on which the New York Stock Exchange or TSX Venture Exchange is closed, or (iv) a day on which banking institutions or silver depositories/warehouses are authorized or obligated by law or executive order to remain closed in New York City, United States.

1.5 “Calculation Agent” shall have the meaning set forth in Section 4.2(e).

1.6 “Cash Flow” means, for any period, calculated as of the conclusion of each immediately preceding Financial Month, the sum (without duplication) of [Calculation Redacted – Confidential Information.] For purposes of this definition, “Financial Month” means each month of the calendar year.

1.7 “Cash Flow Available for Debt Service” means, for any period, an amount equal to the amount of Cash Flow received by the Borrower Group during such period plus principal and interest and other debt service charges paid during such period.

1.8 “Determination Period” means the period from and including the immediately preceding Payment Date to but excluding the related Payment Date; provided, that the initial Determination Period shall mean the period from and including the date of this Note to but excluding the initial Payment Date.

1.9 “Early Termination Date” shall have the meaning set forth in Section 8.

1.10 “Early Termination Fee” shall have the meaning set forth in Section 8.

1.11 “Final Scheduled Payment Date” means 5:00 p.m. New York time on August 8, 2027.

1.12 “Holder” has the meaning ascribed to it in the recitals to this Note.

1.13 “Interest Rate” means a simple rate of interest per annum (Annual Percentage Rate) equal to 15%.

1.14 “LBMA” means the London Bullion Market Association.

1.14 “Mandatory Prepayment” shall have the meaning set forth in Section 8(v).

1.15 “Maturity Date” has the meaning ascribed to it in Section 3 of this Note.

1.16 “Note” means this Secured Promissory Note (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms).

1.17 “Obligations” means all obligations of the Borrower to the Holder howsoever created, arising or evidenced, whether direct or indirect, joint or several, absolute or contingent, or now or hereafter existing, or due or to become due, which arise out of or in connection with this Note, the Security Documents and each other related document, including, without limitation, the entire unpaid Silver Loan Amount, all unpaid accrued interest, if applicable pursuant to Section 7 hereof, and all other costs and expenses incurred by the Holder in connection with the enforcement of this Note or otherwise payable by the Borrower pursuant to the terms hereof or under the Agreement.

1.18 “Ounce” means a fine troy ounce.

1.19 “Payment Date” shall have the meaning set forth in Section 4.2(b).

1.20 “Prepayment” shall have the meaning set forth in Section 8.

1.21 [Intentionally deleted].

1.22 “Principal Payment Amount” shall have the meaning set forth in Section 4.2(b).

1.23 “Silver” means silver of minimum .999 fineness in silver bars, conforming in all respects with the specification for “Good Delivery Silver Bars” under the “Good Delivery Rules”, as published by the LBMA from time to time.

1.24 “Silver Loan Amount” has the meaning ascribed to it in the recitals to this Note.

1.25 “Spot Rate” means, for purposes of calculation of principal and interest payment amounts in connection with this Note on any date of determination, the spot rate of exchange for the purchase of Silver against payment of U.S. Dollars being reasonably quoted by the Calculation Agent based on the LBMA Silver price (12:00 p.m. UTC) on the applicable date on such date (or, in the case of regularly scheduled payment of principal and interest on a Payment Date, then the last day in the related Determination Period); provided, that, in the event of a Spot Rate Cessation, the “Spot Rate” as of any such date of determination will be the LBMA Silver price (12:00 p.m. UTC) on the last published date prior to the occurrence of such Spot Rate Cessation. Broker charges incurred in funding the Loan, or repayment of principal and interest are to the account of the Parent.

1.26 “Spot Rate Cessation” shall have the meaning set forth in Section 4.2(c).

1.27 “Tax” or “Taxes” means any present or future taxes (including income, gross receipts, license, payroll, employment, excise, severance, stamp, documentary, occupation, premium, windfall profits, environmental, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value-added, ad valorem, alternative or add-on minimum, estimated or other tax of any kind whatsoever), levies, imposts, duties, assessments, fees or charges (including any interest, penalty or addition thereof) imposed by any applicable Governmental Authority.

Capitalized but otherwise undefined terms used herein have the meanings provided therefor in the Agreement.

2. Note Purchase Agreement. This Note is issued pursuant to, and is subject to, the terms of that certain Secured Promissory Note Purchase Agreement (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the “Agreement”), dated as of the date hereof, by and between the Borrower and the Holder. All of the terms, covenants and conditions contained in the Agreement are hereby made part of this Note to the same extent and with the same force as if they were fully set forth herein. In the event of a conflict or inconsistency between the terms of this Note and the Agreement, the terms and provisions of the Agreement shall govern. The Holder is unconditionally and absolutely authorized and directed by the Borrower to record on the attached Schedule A (i) the date and amount of each advance made by the Holder and the resulting increase in the Silver Loan Amount, and (ii) the date and amount of each repayment on account of outstanding Obligations paid to the Holder and the resulting decrease in the Silver Loan Amount. Such notations, in the absence of manifest mathematical error, is prima facie evidence of such advances, repayments and the outstanding Silver Loan Amount, as adjusted from time to time. The failure to record the date and amount of any advance on the attached Schedule A shall not limit or otherwise affect the obligation of the Borrower to repay the Silver Loan Amount of the advances actually made by the Holder together with all interest accruing on such principal amount.

3. Maturity. Unless sooner paid in full in accordance with the terms hereof, all Obligations shall become fully due and payable on the earlier of (i) the Final Scheduled Payment Date, or (ii) the acceleration of the maturity of this Note by the Holder pursuant to the terms of the Agreement (such earlier date, the “Maturity Date”).

4. Payments.

4.1 Form of Payment. All calculations made with respect to and payments in connection with the Obligations shall be denominated in Ounces of Silver, and wired in U.S. Dollar equivalents in an amount reasonably determined by the Calculation Agent at the Spot Rate immediately prior to the date of such note payment that is equal to the amount of Ounces of Silver due and owing under the then-outstanding Obligations to the Holder, pursuant to the wire instructions set forth herein or otherwise at the address specified in the Agreement, or in Ounces of Silver to the designated Silver account of the Holder set forth below or at such other address as may be specified from time to time by the Holder in a written notice delivered to the Borrower. All payments shall be applied first to any costs and expenses of the Holder required to be paid by the Borrower pursuant to the terms hereunder and under the Agreement. All payments made to the Holder by the Borrower Group to reflect Ounces of Silver will be adjusted to reflect the brokerage cost of converting the cash to Silver which shall be for the Borrower Group’s account.

Cash payments shall be made to the Holder by wire transfer of U.S. Dollars in immediately available funds in accordance with the following wire instructions:

[Redacted – Personal Information]

Distributions made in Silver shall be made to the following designated Silver account of the Holder:

[Redacted – Personal Information]

4.2 Interest and Principal.

(a) Without limiting the right of the Holder to, at any time after the occurrence and continuance of an Event of Default (as defined in the Agreement), demand repayment thereof, simple interest amounts using the Interest Rate and a day count convention of actual/360 days, shall accrue, on a quarterly basis, commencing on November 8, February 8, May 8 and August 8 of each year, on the outstanding Silver Loan Amount of the Note (and on the Initial Payment Date Interest Amount (as defined in the Agreement)) and shall be payable on each Payment Date (collectively, such interest accrual amounts, “Interest Amounts”).

(b) On November 8, February 8, May 8 and August 8 of each year and on the Final Scheduled Payment Date (or if any such date is not a Business Day, the immediately succeeding Business Day) (each such day, a “Payment Date”), commencing on the date hereof and prior to the occurrence and continuance of an Event of Default, following payments of fees, expenses and other amounts owed by the Borrower in connection with the Agreement and this Note (including the payment of all interest payment amounts as set forth immediately above), the Borrower will pay, and the Holder will be entitled to receive, a principal payment denominated in Silver Ounces, and wired in U.S. Dollars, reasonably determined by the Calculation Agent at the Spot Rate immediately prior to the date of such Payment Date, subject to, starting on August 8, 2025, at an amount equal to [Amount Redacted – Confidential Information] of all Cash Flow of the Borrower Group in excess of [Amount Redacted – Confidential Information] as such calculation shall be determined by the Calculation Agent on the last day of the previous calendar month of the Payment Date and otherwise subject to the terms and provisions of this Note and the Agreement (the “Principal Payment Amount”).

(c) The Borrower shall pay and discharge all applicable Principal Payment Amounts as set forth in Section 4.2(b) by either (i) the payment of cash in accordance with Section 4.1 or (ii) the provision of the equivalent amount in Ounces of Silver bars (the terms and procedures of which shall be mutually agreed upon by the parties prior to the initial delivery of such Ounces of Silver bars), to be delivered to the account of the Holder on such Payment Date to a vault designated by the Holder; provided, that, in the event that (1) the LBMA Silver price (12:00 p.m. UTC) reporting system permanently, temporarily or indefinitely ceases to quote, publish or provide applicable spot rates of exchange for the purchase of Silver against payment of U.S. Dollars (a “Spot Rate Cessation”), the Spot Rate shall apply, or (2) upon the occurrence and continuance of any material and adverse change in Silver/U.S. Dollar exchange rates, the imposition of restrictions on conversions of currency to Ounces of Silver or the transfer of silver, application of tariffs to silver or to any other material and adverse disruption in the spot market for silver, in each case as determined in the Calculation Agent’s sole and absolute discretion in accordance with the terms and provisions of the Agreement, then in any such case set forth in this clause (2), all interest and principal amounts to be paid on this Note shall be paid and discharged by the Borrower solely by provision of the equivalent in Ounces of Silver bars as set forth in clause (ii) immediately above.

(d) The Holder shall hold the first year interest amounts in reserve on its balance sheet. The Borrower has no Obligation to make any interest payment during the same period.

(e) The Holder and the Borrower hereby appoint Monetary Metals & Co., or its assignee, as the calculation agent (the “Calculation Agent”), and authorize the Calculation Agent to take such actions and to exercise such powers and perform such duties as are expressly delegated to the Calculation Agent by the terms hereof, together with such other powers as are reasonably incidental thereto and Monetary Metals & Co. hereby accepts such appointment. The duties of the Calculation Agent hereunder shall be limited to those duties expressly set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Calculation Agent. The Calculation Agent shall not be responsible for verifying any calculations pursuant to this Note or the Agreement to the extent information necessary to make such verifications is not provided to it by the Holder or the Borrower. In the event of a discrepancy between the calculations received by the Calculation Agent from the Borrower and the results of the reviews thereof conducted by the Calculation Agent as reflected in any reports provided by the Calculation Agent, the Calculation Agent shall work with such parties to resolve such discrepancy.

(f) The Borrower and the Holder agree that so long as the Calculation Agent complies with the terms of clause (e) above, the Calculation Agent shall have no liability with respect to any calculations that are verified by the Calculation Agent that are subsequently determined to be incorrect in the absence of its own gross negligence, willful misconduct, bad faith or fraud. For the avoidance of doubt, such exculpation from liability shall include, without limitation, any loss, liability or expense of the Holder incurred as a result of lending to the Borrower based on any such erroneous calculations.

(g) The Calculation Agent shall be entitled to indemnification by the Borrower and the Holder from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever (including litigation costs and reasonable attorneys’ fees and expenses) which may at any time (including at any time following the payment of the Obligations under this Note or the Agreement) be imposed on, incurred by or asserted against the Calculation Agent in any way relating to or arising out of this Note or the Agreement, or any agreements, documents or certificates contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by the Calculation Agent under or in connection with any of the foregoing; provided, that the Calculation Agent shall not be entitled to the payment of any such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from its own gross negligence, willful misconduct, bad faith (in each case, as determined by a court of competent jurisdiction or as otherwise agreed to by the parties) or fraud. The provisions of this Section 4.2(g) shall survive the payment of the Obligations, the termination of this Note and the Agreement, and any resignation or removal of the Calculation Agent.

(h) The Calculation Agent shall not be liable for: (i) an error of judgment made in good faith by one of its officers; or (ii) any action taken, suffered or omitted to be taken in good faith in accordance with or reasonably believed by it to be authorized or within the discretion or rights or powers conferred by this Note or the Agreement or at the direction of the Holder relating to the exercise of any power conferred upon the Calculation Agent under this Note or the Agreement, in each case, unless it shall have been determined by a court of competent jurisdiction that the Calculation Agent shall have been grossly negligent or acted in bad faith or with willful misconduct in ascertaining the pertinent facts. In addition, the Calculation Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate of a responsible officer thereof, any report, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties.

(i) The Calculation Agent shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by the Holder; provided, that if the payment within a reasonable time to the Calculation Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation shall be, in the reasonable opinion of the Calculation Agent, not reasonably assured by the Borrower, the Calculation Agent may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding. The reasonable expense of every such investigation shall be paid by the Borrower.

(j) If the Calculation Agent shall at any time receive conflicting instructions from the Holder and the Borrower or any other party to this Note or the Agreement and the conflict between such instructions cannot be resolved by reference to the terms of this Note or the Agreement, the Calculation Agent shall be entitled to rely on the instructions of the Holder. In the absence of bad faith, gross negligence or willful misconduct on the part of the Calculation Agent, the Calculation Agent may rely and shall be protected in acting or refraining from acting upon any resolution, officer’s certificate, any monthly report, certificate of auditors, or any other certificate, statement, instrument, opinion, report, notice request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Calculation Agent may rely upon the validity of documents delivered to it by the Holder or the Borrower, without investigation as to their authenticity or legal effectiveness, and the parties to this Note and the Agreement will hold the Calculation Agent harmless from any claims that may arise or be asserted against the Calculation Agent because of the invalidity of any such documents or their failure to fulfill their intended purpose.

(k) The Calculation Agent is authorized, in its sole good faith discretion, to disregard any and all notices or instructions given by any other party hereto or by any other person, firm or corporation, except only such notices or instructions as are herein provided for and orders or process of any court entered or issued with or without jurisdiction. If any property subject hereto is at any time attached, garnished or levied upon under any court order or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part hereof, then and in any of such events the Calculation Agent is authorized, in its sole good faith discretion, to rely upon and comply with any such order, writ, judgment or decree with which it is advised by legal counsel of its own choosing is binding upon it, and if it complies with any such order, writ, judgment or decree it shall not be liable to any other party hereto or to any other person, firm or corporation by reason of such compliance even though such order, writ, judgment or decree maybe subsequently reversed, modified, annulled, set aside or vacated.

(l) The principal amount owing under this Note may be increased, in the sole discretion of the Holder, at any time until the principal amount reaches the U.S. Dollar equivalent of up to 1,200,000 troy ounces of silver, calculated using the Spot Rate effective as of the date hereof.

4.3 Taxes. Any and all payments to Holder by or on account of any Obligations shall be made free and clear of, and without deduction for, any Taxes; provided, that if the Borrower shall be required by law to deduct any Taxes from any such payment, then (i) so long as the Holder (and any assignees, if applicable) has provided the Borrower with a duly completed, valid, executed copy of U.S. Internal Revenue Service Form W-9 (or successor form) certifying that the Holder is exempt from United States Federal backup withholding Tax, the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Holder receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. If any change in law shall subject any recipient to any Taxes (other than Taxes imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes) on its obligations, or its deposits, reserves, other liabilities or capital attributable thereto and the result of any of the foregoing shall be to increase the cost to such recipient of making, converting to, continuing or maintaining its obligations, or to reduce the amount of any sum received or receivable by such recipient hereunder (whether of principal, interest or any other amount) then, upon request of such recipient, the Borrower will pay to such recipient, such additional amount or amounts as will compensate such recipient, for such additional costs incurred or reduction suffered.

5. Security. As security for the payment of its Obligations hereunder, subject to the Intercreditor Agreement (as defined in the Agreement) the Borrower has granted to the Holder a lien against certain of the Borrower’s assets in accordance with the terms of the Security Documents and all related collateral and security instruments executed and/or filed in connection therewith as set forth in Section 6 (Security Interest) of the Agreement. The existence of such security interest shall not limit any other rights or remedies which the Holder may have upon the occurrence and continuation of any Event of Default. Upon the transfer of this Note in accordance with the terms of Section 15 hereof, the Holder may deliver all the collateral mortgaged, granted, pledged or assigned pursuant to this Note and the Agreement, or any part thereof, to the transferee, if applicable, who shall thereupon become vested with all the rights herein or under applicable law given to the Holder with respect thereto, and the Holder shall thereafter forever be relieved and fully discharged from any liability or responsibility in the matter; but the Holder shall retain all rights hereby given to it with respect to any liabilities and the collateral not so transferred.

6. Waivers. The Borrower and all others who may become liable for the payment of all or any part of this Note or any other Obligations do hereby severally waive presentment and demand for payment, notice of dishonor, notice of intention to accelerate, notice of acceleration, protest and notice of protest and non-payment and all other notices of any kind. No release of any security for this Note or under the Agreement or extension of time for payment of this Note or any installment hereof or any other Obligations herein or under the Agreement, and no alteration, amendment or waiver of any provision of this Note, the Agreement or any other transaction document made by agreement between the Holder or any other Person shall release, modify, amend, waive, extend, change, discharge, terminate or affect the liability of the Borrower or any other Person who may become liable for the payment of all or any part of the Obligations under this Note, the Agreement or any other related transaction document. No notice to or demand on the Borrower shall be deemed to be a waiver of the Obligation of the Borrower or of the right of the Holder to take further action without further notice or demand as provided for in this Note, the Agreement or the other Transaction Documents.

7. Repayment of Principal and Interest Upon Maturity; Default and Acceleration. This Note shall without further notice become immediately due and payable at the option of the Holder if all such Obligations are not paid on the Maturity Date or on the occurrence and continuance of any Event of Default in accordance with the terms and provisions of the Agreement.

Notwithstanding the foregoing, to the extent the Holder has not received payment of at least [Redacted – Commercial Information] of the interest owed under the Note on and when the Silver Loan Amount is repaid in full hereunder, the Borrower shall pay a fee (the “Make Whole Fee”) equal to such amount that will enable the Holder to receive [Redacted – Commercial Information] of the interest owed hereunder. The Make Whole Fee shall be an amount equal to:

[Redacted – Commercial Information] x the initial Silver Loan Amount being repaid x [Redacted – Commercial Information] (the original life of the loan), less all previously paid interest payments, including any Early Termination Fee and the first-year interest reserve held by the Holder.

The Make Whole Fee shall be due and payable on the date on which the Silver Loan Amount is repaid in full.

8. Prepayments. Optional prepayment of the Silver Loan Amount under this Note is permitted at any time if paid in full in accordance with the terms of this Section and the Borrower provides the Holder with at least twenty (20) Business Days’ clear written notice; in addition, in the event that prior to the Maturity Date:

(i) any Person acquires or enters into a binding agreement to acquire, directly or indirectly, 50% or more of the stock or other applicable equity interests of any member of the Borrower Group (other than another Borrower Group member) or of the ordinary voting power for the election of directors of such member of the Borrower Group (determined on a fully-diluted basis); or

(ii) any sale, lease, conveyance, exclusive license or other disposition, of all or substantially all of the Project (as defined in the Agreement); or

(iii) any consolidation, merger or acquisition of the Parent (as defined in the Agreement) with, into, or of any other corporation or other entity or Person, other than a transaction or series of transactions in which the current owners of the Parent (as of the date hereof) own more than 50% of the outstanding stock or other applicable equity interests and of the ordinary voting power for the election of directors of such new entity (determined on a fully-diluted basis) and maintain, directly or indirectly, the power to direct or cause the direction of the management or policies of such new entity, whether through the ability to exercise voting power, by contract or otherwise; or

(iv) the Borrower or any of its Subsidiaries is enjoined, restrained, or in any way prevented by court or administrative order or any regulatory action from continuing to conduct all or any material part of the business affairs of the Borrower and its Subsidiaries, taken as a whole or any authorization of any Governmental Authority necessary for the Borrower or any of its Subsidiaries to perform and observe its Obligations under any Transaction Document, or to carry out the Project, is not obtained when required or is rescinded, terminated, lapses or otherwise ceases to be in full force and effect, including with respect to the remittance to the Holder or its assignees, in U.S. Dollars, of any amounts payable under any of the Transaction Documents, and is not restored or reinstated within thirty (30) days’ written notice by the Holder to the Borrower requiring that restoration or reinstatement; or

(v) any Governmental Authority condemns, nationalizes, seizes, or otherwise expropriates all or any substantial part of the property or other assets of the Borrower or any of its Subsidiaries or of the capital stock of the Borrower or any such Subsidiary, or assumes custody or control of that property or other assets or of the business or operations of the Borrower or any of its Subsidiaries or of the capital stock of the Borrower or any such Subsidiary, or takes any action for the dissolution or disestablishment of the Borrower or any of its Subsidiaries or any action that would prevent the Borrower or any of its Subsidiaries or any officers of the Borrower or any such Subsidiary from carrying on all or a substantial part of its business or operations (in the case of each of clauses (i) through (v) above, a “Mandatory Prepayment”),

then in any such case, at the Holder’s written election (in its sole and absolute discretion), the Borrower shall prepay this Note in part or in full as directed by the Holder within no later than sixty (60) days after receipt of the written notice requiring such Mandatory Prepayment from the Holder, but in every case of each of clauses (i) through (v) above, before the date of closing or legal effect of such event.

If the Note is prepaid in full or partially in accordance with any and all of the provisions set forth herein, including pursuant to Section 7 hereof, by voluntary prepayment or in the event of a prepayment for any other reason, including (a) acceleration of the Obligations as a result of the occurrence and continuation of an Event of Default, (b) foreclosure and sale of, or collection of, the Collateral, (c) sale of the Collateral in any insolvency proceeding or (d) the restructure, reorganization, or compromise of any of the Borrower Group and/or of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any insolvency proceeding, but excluding in all cases any payments of Cash Flow Available for Debt Service made pursuant to Section 4.2(b) (in each case, a “Prepayment”), then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Holder or profits lost by the Holder as a result of such Prepayment, the Borrower shall immediately pay to the Holder an Early Termination Fee in cash, which such fee which shall be due and payable within five (5) Business Days of the date such Prepayment is made (such date, the “Early Termination Date”).

With respect to each Prepayment, the “Early Termination Fee” shall be an amount equal to:

[Redacted – Commercial Information] x such Silver Loan Amount being prepaid x [Redacted – Commercial Information] (the original life of the loan), less all previously paid interest payments, including the first-year interest reserve held by the Holder.

9. Payment Currency. The tender or payment of any amount payable under this Note (whether or not by recovery under a judgment) in any currency or medium of exchange other than Silver (or U.S. Dollars in accordance with the terms and provisions hereof and of the Agreement) shall not novate, discharge or satisfy the Obligation of the Borrower to pay in Silver (or U.S. Dollars, if applicable) all amounts payable under this Note except to the extent that (and as of the date when) the Holder actually receives amounts in Silver (or U.S. Dollars, if applicable) in the designated Silver account of the Holder as set forth in Section 4.1 of this Note. The Borrower shall indemnify the Holder against any losses resulting from a payment being received or an order or judgment being given under this Note in any currency or medium of exchange other than Silver (or U.S. Dollars, in accordance with the terms and provisions hereof and of the Agreement) or any place other than the account specified in, or pursuant to, this Note. In the event that payment is made in any currency or medium of exchange other than Silver (or U.S. Dollars in accordance with the terms and provisions hereof and of the Agreement), the Borrower shall, as a separate Obligation, pay such additional amount as is necessary to enable the Holder to receive, after conversion to Silver (or U.S. Dollars, if applicable) at a market rate and transfer to that account, the full amount due to the Holder under this Note in Silver (or U.S. Dollars, if applicable) and in the designated Silver account of the Holder as set forth in Section 4.1 of this Note. Notwithstanding any provision to the contrary in this Note, the Holder may require the Borrower to pay (or reimburse Holder) for any Taxes, fees, costs, expenses and other amounts payable under this Note in the currency in which they are payable, if other than Silver or U.S. Dollars.

10. Lost, Stolen, Destroyed or Mutilated Note. In case this Note shall be mutilated, lost, stolen or destroyed, the Borrower shall promptly issue a new Note of like date, tenor and denomination and deliver the same in exchange and substitution for and upon surrender and cancellation of any mutilated Note, or in lieu of any Note lost, stolen or destroyed, upon request by the Holder and receipt of evidence satisfactory to the Borrower of the loss, theft or destruction of such Note.

11. Governing Law; Arbitration. This Note is to be construed in accordance with and governed by the internal laws of the State of New York without giving effect to any choice of law rule that would result in the application of the laws of any other state or nation or instrumentality of subdivision thereof. Any dispute, controversy, or claim arising out of, relating to, or in connection with this Note, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof, shall be resolved by arbitration. The arbitration shall be conducted by three (3) arbitrators, in accordance with the rules the International Centre for Dispute Resolution of the American Arbitration Association, in effect at the time of the arbitration. The arbitrators shall be appointed as provided for in said rules. The seat of the arbitration shall be New York, New York, U.S.A., and it shall be conducted in the English language. The arbitration award shall be final and binding on the parties, and the parties undertake to carry out any award without delay. Judgment upon the award may be entered by any court having jurisdiction of the award or having jurisdiction over the relevant party or its assets.

12. Amendment and Waiver. The terms of this Note may be amended and the observance of the terms of this Note may be waived (either generally or in a particular instance) only with the written consent of the Borrower and the Holder.

13. Notices. Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Note shall be made in accordance with Section 9.6 (Notices) of the Agreement.

14. Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of this Note shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

15. Assignment; Successors. Other than following the occurrence and continuance of an Event of Default, this Note may not be assigned, transferred, or negotiated by the Holder or the Borrower to any individual or entity at any time, without the written consent of the other party. This Note is subject to restrictions on transfer contained in that certain Secured Promissory Note Purchase Agreement dated as of the date hereof, which restrictions on transfer are incorporated herein by reference. The Borrower may not assign its rights and Obligations hereunder or any interest herein. Nothing in this Note, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Note, except as expressly provided in this Note.

16. Remedies Cumulative; Failure or Indulgence Not a Waiver. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note and the Agreement. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

17. Payments. All interest and fees shall be calculated on the basis of a year consisting of 360 days in such year, as applicable, for the actual number of days elapsed, including the first date of the applicable period to, but not including, the date of repayment. Principal payments submitted in funds not immediately available shall continue to bear interest as provided herein until collected. If any payment to be made by the Borrower hereunder or under the Agreement shall become due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing any interest in respect of such payment. Notwithstanding anything to the contrary contained herein, the final payment due under this Note and the Agreement must be made by wire transfer or other immediately available funds. All payments made by the Borrower hereunder or under the Agreement shall be made without setoff, counterclaim or other defense.

All payment of cash is to be made by the Borrower to any Person pursuant to this Note, such payment shall be made by wire transfer of immediately available funds at the wire instructions set forth herein other that as set out herein. Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall be made on the immediately succeeding Business Day and such extension of time shall be included in the computation of accrued interest.

18. Excessive Interest. Notwithstanding any other provision herein to the contrary, this Note is hereby expressly limited so that the interest rate charged hereunder shall at no time exceed the maximum rate permitted by applicable law. If, for any circumstance whatsoever, the interest rate charged exceeds the maximum rate permitted by applicable law, the interest rate shall be reduced to the maximum rate permitted, and if the Holder shall have received an amount that would cause the interest rate charged to be in excess of the maximum rate permitted, such amount that would be excessive interest shall be applied to the reduction of the Silver Loan Amount owing hereunder (without charge for prepayment) and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of the Silver Loan Amount, such excess shall be promptly refunded to the Borrower (and in any event, refunded within ten (10) Business Days of the earlier of the Holder’s actual knowledge of such excess amount to be refunded or receipt of written notice thereof).

19. Disgorgement. If the Holder is required to disgorge any proceeds of the Collateral, payment or other amount received by it pursuant to a bankruptcy or insolvency proceeding or otherwise (whether because such proceeds, payment or other amount is invalidated, declared to be fraudulent or preferential or otherwise) or turn over or otherwise pay any amount (a “Recovery”) to any Person or entity, or to the estate or to any creditor or representative of such Person or entity, then this Note and the Agreement shall be reinstated (to the extent of such Recovery) as if this Note and the Agreement had never been paid.

20. Waiver of Notice. To the fullest extent permitted by applicable law, the Borrower hereby waives demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note and the Agreement.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed by its officers, thereunto duly authorized as of the date first above written.

	SILVER VALLEY METALS CORP.

	By:	/s/ Sam Ash
	Name:	Sam Ash
	Title:	CEO

	*Acknowledged & Consented to by:*

	MONETARY METALS BOND III LLC,
	as Holder

	By:	/s/ Saad Zein
	Name:	Saad Zein
	Title:	Chief Portfolio Officer

	MONETARY METALS & CO.,
	as Calculation Agent

	By:	/s/ Saad Zein
	Name:	Saad Zein
	Title:	Chief Portfolio Officer

SCHEDULE A

ADVANCES AND PAYMENTS OF PRINCIPAL AND INTEREST

Date	Amount of Advance	Amount of Principal Paid	Aggregate Unpaid Principal Balance	Notation made by
August 8, 2024	US$16,422,039.00/ 609,805 silver ounces		US$16,422,039.00/ 609,805 silver ounces	Saad Zein, Monetary Metals Bond III LLC

Exhibit 10.3

Execution Copy

FIFTH OMNIBUS AMENDment AGREEMENT

THIS FIFTH OMNIBUS AMENDMENT AGREEMENT (this “Agreement”) dated as of August 8, 2024 by and among Silver Valley Metals Corp. (“Mine Owner”) and Bunker Hill Mining Corp. (“BHMC” and together with Mine Owner, the “Obligors”), Sprott Private Resource Streaming and Royalty (Collector), LP in its own capacity (“SPRSR”) and in its capacity as security agent for and on behalf of the Sprott Entities (the “Security Agent”), Sprott Private Resource Streaming and Royalty (US Collector), LP (“SPRSR US”), Sprott Private Resource Streaming and Royalty Annex (US Collector), LP (“SPRSR Annex”), Sprott Private Resource Streaming and Royalty (US), LP, Sprott Private Resource Streaming and Royalty (International), LP, Sprott Private Resource Streaming and Royalty (Canada), LP, Ninepoint Alternative Credit Opportunities Fund and Ninepoint Credit Income Opportunities Fund.

RECITALS:

BHMC, as debtor, and Mine Owner, as guarantor, issued on January 28, 2022 to and in favour of the Series 1 CD Holders convertible debentures in the aggregate principal amount of US$6,000,000 (as amended by the Second Omnibus Amendment, the Third Omnibus Amendment and the Fourth Omnibus Amendment, the “Series 1 Convertible Debentures”);

BHMC, as debtor, and Mine Owner, as guarantor, issued on June 17, 2022 to and in favour of the Series 2 CD Holders series 2 convertible debentures in the aggregate principal amount of US$15,000,000 (as amended by the Third Omnibus Amendment and the Fourth Omnibus Amendment, the “Series 2 Convertible Debentures” and together with the Series 1 Convertible Debentures, the “Convertible Debentures”);

C.	SPRSR and the Series 1 CD Holders have agreed to (i) extend the maturity date of the Series 1 Convertible Debentures to March 31, 2028, and (ii) amend the terms upon which BHMC may pay accrued interest payable thereunder through the issuance of its common shares; and

D.	SPRSR and the Series 2 CD Holders have agreed to (i) extend the maturity date of the Series 2 Convertible Debentures to March 31, 2029 and (ii) amend the terms upon which BHMC may pay accrued interest payable thereunder through the issuance of its common shares.

NOW THEREFORE in consideration of the foregoing premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by the Parties), the Parties mutually agree as follows:

Section 1

Defined Terms.

(1)	As used in this Agreement and the recitals hereto, the following terms have the following meanings:

“Amended Loan Agreement” means the loan agreement dated as of June 23, 2023 between the Obligors, SPRSR US and Sprott Private Resource Streaming and Royalty Annex (US Collector), LP, as lenders (collectively, the “Sprott Lenders”), and SPRSR US, as agent for the Sprott Lenders, as amended by the first amendment to loan agreement dated as of the date hereof.

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“Amended and Restated Royalty Put Option Agreement” means the amended and restated royalty put option agreement dated as of the date hereof between SPRSR US and the Obligors.

“Fourth Omnibus Amendment” means the fourth omnibus amendment dated as of June 23, 2023 among, inter alios, SPRSR, the Security Agent, the Series 1 CD Holders, the Series 2 CD Holders, the Mine Owner and BHMC and their respective successors and assigns.

“Guarantees” means, collectively, the guarantees made by Mine Owner contained in each of the Convertible Debentures, as each may be amended, amended and restated, modified, supplemented or replaced from time to time.

“Parties” means the Sprott Parties, the Obligors and their respective successors and assigns.

“Second Omnibus Amendment” means the second omnibus amendment agreement dated as of June 17, 2022 among SPRSR, the Security Agent, the Series 1 CD Holders, the Series 2 CD Holders, the Mine Owner and BHMC and their respective successors and assigns.

“Series 1 CD Holders” means Sprott Private Resource Streaming and Royalty (US), LP, Sprott Private Resource Streaming and Royalty (International), LP, Sprott Private Resource Streaming and Royalty (Canada), LP, Ninepoint Alternative Credit Opportunities Fund and Ninepoint Credit Income Opportunities Fund as holders of Series 1 Convertible Debentures and their respective successors and assigns.

“Series 2 CD Holders” means Sprott Private Resource Streaming and Royalty (US), LP, Sprott Private Resource Streaming and Royalty (International), LP, and Sprott Private Resource Streaming and Royalty (Canada), LP, as holders of the Series 2 Convertible Debentures and their respective successors and assigns.

“Sprott Parties” means, collectively, the Series 1 CD Holders, the Series 2 CD Holders, SPRSR, the Security Agent, SPRSR US, SPRSR Annex and their respective successors and assigns.

“Third Omnibus Amendment” means the third omnibus amendment dated as of December 5, 2022 among SPRSR, the Security Agent, the Series 1 CD Holders, the Series 2 CD Holders, the Mine Owner and BHMC and their respective successors and assigns.

(2)	Unless otherwise described herein, capitalized terms used in this Agreement that are not defined in it have the meanings given to them in the Series 2 Convertible Debentures.

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Section 2

Amendments to the Series 1 Convertible Debentures.

Each Series 1 CD Holder and each Obligor agree to amend the Series 1 Convertible Debenture to which such Series 1 CD Holder is a party as follows:

(a)	The first paragraph of Section 1 of such Series 1 Convertible Debenture is hereby amended by deleting the second sentence thereof and replacing it with the following

“Subject to the provisions of this debenture (the “Debenture”), the Principal Amount together with all accrued and unpaid interest and all other monies owing hereunder, shall become due and payable on March 31, 2028 (the “Maturity Date”).”; and

(b)	Section 10.1 of such Series 1 Convertible Debenture is hereby amended by adding new paragraph (e) immediately after paragraph (d) thereof:

“(e)

Notwithstanding any other provision of this Debenture at any time when an Event of Default has occurred and is continuing, the Debtor shall pay in cash any and all accrued and unpaid interest owing hereunder on each Quarter End, upon a prepayment or at any other time when due and the Debtor shall not have the option to pay any such interest through the issuance of common shares in the capital of the Debtor.”.

Section 3

Amendments to the Series 2 Convertible Debentures.

Each Series 2 CD Holder and each Obligor agree to amend the Series 2 Convertible Debenture to which such Series 2 CD Holder is a party as follows:

(a)	The first paragraph of Section 1 of such Series 2 Convertible Debenture is hereby amended by deleting the second sentence thereof and replacing it with the following

(b)	Section 10.1 of such Series 2 Convertible Debenture is hereby amended by adding new paragraph (e) immediately after paragraph (d) thereof:

“(e)

Notwithstanding any other provision of this Debenture at any time when an Event of Default has occurred and is continuing, the Debtor shall pay in cash any and all accrued and unpaid interest owing hereunder on Quarter End, upon a prepayment or at any other time when due and the Debtor shall not have the option to pay any such interest through the issuance of common shares in the capital of the Debtor.”.

Section 4

Confirmation.

Each Obligor hereby acknowledges, confirms and agrees that:

(a)	each Convertible Debenture remains in full force and effect, and, except as amended by this Agreement, unamended and constitutes legal, valid and binding obligations of it enforceable against it in accordance with its respective terms;

(b)

each Guarantee to which it is a party remains in full force and effect, and except as amended by this Agreement, unamended, and continues to guarantee the payment and performance of all Obligations, as applicable, and constitutes legal, valid and binding obligations of it enforceable against it in accordance with its respective terms;

(c)

each Security Document and each security interest, assignment, mortgage, charge, lien, hypothecation and pledge granted by it in favour of the Security Agent for and the benefit of the Sprott Entities pursuant to the Security Documents constitutes legal, valid and binding obligations of it enforceable against it in accordance with its respective terms and continues to secure the PF Obligations.

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Section 5

Conditions of Effectiveness of this Agreement

This Agreement shall become effective (the “Effective Date”) immediately when the following conditions shall have been satisfied:

(a)	The Obligors and the Sprott Parties shall have signed a counterpart of this Agreement;

(b)

SPRSR shall have received (i) a certificate of good standing with respect to each Obligor from the Secretary of State (or other similar official) of the jurisdiction of its incorporation; (ii) a certificate of a senior officer of each Obligor, dated the Effective Date, addressed to each Sprott Party, in form and substance reasonably acceptable to SPRSR, certifying as to the incumbency and specimen signature of each officer of such Obligor executing this Agreement or any other document delivered in connection with this Agreement on its behalf and attaching (x) a true and complete copy of articles, by-laws and any other charter documents of such Obligor, including all amendments thereto, as in effect on the Effective Date, and (y) a true and complete copy of resolutions duly adopted by its board of directors or shareholders, as the case may be, of such Obligor authorizing the execution, delivery and performance of this Agreement and the Amended and Restated Royalty Put Option Agreement and approving all matters contemplated by this Agreement and the Amended and Restated Royalty Put Option Agreement, and (iii) an opinion of legal counsel to each Obligor addressed to each Sprott Party, in form and substance reasonably acceptable to the Agent, relating to the status and capacity of such Obligor, the due authorization, execution and delivery and validity and enforceability of this Agreement, the Convertible Debentures, as amended by this Agreement, and the Amended and Restated Royalty Put Option Agreement and such other matters as SPRSR may reasonably request;

(c)	The intercreditor agreement (the “Intercreditor Agreement”) among SPRSR US, as agent for the Sprott Entities, the Security Agent, Monetary Metals Bond III LLC, Minewater Finance LLC, Minewater LLC, MW HH LLC and the Obligors shall have been executed and delivered by the parties;

(d)

The initial tranche of the financing contemplated under the secured promissory note purchase agreement dated August 8, 2024 between Monetary Metals Bond III LLC as purchaser, the Mine Owner, as borrower, and BHMC, as parent, has closed or will close concurrently with delivery of the conditions set forth in Sections 5(b) and (c) on the Effective Date; and

(e)

All costs and expenses of the Sprott Entities relating to this Agreement, the Amended Loan Agreement, the Amended and Restated Royalty Put Option Agreement and the Intercreditor Agreement and the transactions contemplated thereunder (including reasonable fees and expenses of their legal counsel) have been paid in full.

Section 6

Reference to the Convertible Debentures.

On and after the Effective Date, any reference to “this Agreement”, “hereof”, “hereunder” and words of like effect in any Convertible Debenture, and any reference to any Convertible Debenture in any other agreements will mean and be a reference to such Convertible Debenture, as amended by this Agreement, as applicable.

Section 7

Further Assurances.

Each Obligor will execute and deliver to any other Party hereto all such documents, instruments and agreements, and do all such other acts and things, as may be reasonably required, in the opinion of such other Party, to carry out the amendments and other transactions contemplated under this Agreement.

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Section 8

Project Finance Document.

The Parties hereby acknowledge, confirm and agree that:

(a)	any failure of the Obligors to perform their obligations under this Agreement shall constitute an event of default under the Convertible Debentures; and

(b)

each of this Agreement, the Convertible Debentures, as amended hereby, the Amended and Restated Royalty Put Option Agreement, the Amended Loan Agreement, the ROFR Agreement and the metals purchase agreement dated as of June 23, 2023 between the Obligors and SPRSR US as agent for the Sprott Stream Parties (as defined therein) constitutes a “Project Finance Document” and the obligations hereunder and under each other Project Finance Document constitute “PF Obligations” and “Obligations”, as applicable, for the purposes of the Security, the Security Documents and the Security Sharing Agreement.

Section 9

Successors and Assigns.

This Agreement shall be binding upon and enure to the benefit of and be enforceable by each Party and its respective successors and permitted assigns.

Section 10

Severability.

If any provision of this Agreement is determined to be illegal, invalid or unenforceable, by an arbitrator or any court of competent jurisdiction from which no appeal exists or is taken, that provision will be severed from this Agreement and the remaining provisions will remain in full force and effect.

Section 11

Governing Law.

(1)	This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein (other than the conflict of laws rules).

(2)

Each Party agrees that any legal proceeding with respect to this Agreement or to enforce any judgment obtained against the other Parties, or any of them, may be brought in the courts of the Province of Ontario, Canada or in the courts of any jurisdiction where a Party may have assets or carries on business, and each Party hereby irrevocably submits to the non-exclusive jurisdiction of each such court and acknowledges its competence.

Section 12

Counterparts.

This Agreement may be executed in any number of counterparts, each of which is deemed to be an original, and such counterparts together constitute one and the same instrument. Transmission of an executed signature page by facsimile, email or other electronic means is as effective as a manually executed counterpart of this Agreement.

[Remainder of this page left intentionally blank. Signature page follows.]

The parties have executed this Agreement as of the date first written above.

	SILVER VALLEY METALS CORP.

	By:	/s/ Sam Ash
	Name:	Sam Ash
	Title:	President

	By:	/s/ Gerbrand van Heerdan
	Name:	Gerbrand van Heerdan
	Title:	Treasurer

	BUNKER HILL MINING CORP.

	By:	/s/ Sam Ash
	Name:	Sam Ash
	Title:	President, Chief Executive Officer and Director

	By:	/s/ Gerbrand van Heerdan
	Name:	Gerbrand van Heerdan
	Title:	Chief Financial Officer and Corporate Secretary