Bunker Hill Announces Pricing of Private Placement of Special Warrants
Not for distribution to United States Newswire Services or for dissemination in the United States
TORONTO, March 02, 2023 (GLOBE NEWSWIRE) -- Bunker Hill Mining Corp. (the “Company”) (CSE: BNKR; OTCQB: BHLL) is pleased to announce that it has priced its previously announced private placement (the “Offering”) of up to C$9 million of special warrants of the Company (the “Special Warrants”). The Special Warrants issuable by the Company pursuant to the Offering will be priced at C$0.12 per Special Warrant (the “Offering Price”). The Agents (as defined below) also have the option to sell up to an additional 15% of the Special Warrants sold pursuant to the Offering at the Offering Price, exercisable in whole or in part as determined by the Agents upon written notice to the Company at any time up to 48 hours prior to the final closing date of the Offering. The Offering Price was determined in the context of the market following discussions with the Agents.
Echelon Wealth Partners Inc. and Roth Capital Partners, LLC, each as co-lead agents and joint bookrunners, and Laurentian Bank Securities Inc. (collectively, the “Agents”), have agreed to act as agents for and on behalf of the Company on a commercially reasonable “best efforts” agency basis, without underwriter liability, in connection with the Offering.
Each Special Warrant issuable by the Company pursuant to the Offering shall be exercisable, for no additional consideration and with no further action on the part of the holder thereof, into one unit of the Company (each, a “Unit”), subject to adjustment as described below, on the earlier of: (i) the third business day after the date upon which the registration statement (the “Registration Statement”) of the Company filed with the United States Securities and Exchange Commission (the "SEC") registering the resale of the securities underlying the Units issuable upon exercise or deemed exercise of the Special Warrants has been declared effective by the SEC; and (ii) the date that is six months following the Initial Closing Date (as defined below), subject to compliance with United States securities laws.
Each Unit shall consist of one share of common stock and one common stock purchase warrant (each, a “Warrant”) of the Company. Each Warrant shall entitle the holder thereof to purchase one share of common stock of the Company (a “Warrant Share”) at a price of C$0.15 per Warrant Share, subject to adjustment in certain events, for a period of 36 months following the applicable closing date.
The Offering is expected to close in multiple tranches, with the first tranche expected to close on or about March 9, 2023 (the “Initial Closing Date”), subject to regulatory approval.
The Company intends to use the net proceeds of the Offering, if any, for working capital, general corporate purposes, and capital expenditures relating to the Bunker Hill Mine.
The Special Warrants and the securities issuable thereunder have not been registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”), or any U.S. state securities laws and may not be offered or sold in the United States without registration under the 1933 Act and all applicable state securities laws or compliance with requirements of an applicable exemption therefrom.
No stock exchange, securities commission or other regulatory authority has approved or disapproved of the contents of this press release. This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act and such applicable state securities laws. The Offering is subject to market conditions, and there can be no assurances as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering.
ABOUT BUNKER HILL MINING CORP.
Under new Idaho-based leadership the Bunker Hill Mining Corp, intends to sustainably restart and develop the Bunker Hill Mine as the first step in consolidating a portfolio of North American mining assets with a focus on silver. Information about the Company is available on its website, www.bunkerhillmining.com, or within the SEDAR and EDGAR databases.
Cautionary Statements
Certain statements in this press release are forward-looking and involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of that term in Section 27A of the 1933 Act and Section 21E of the United States Securities Exchange Act of 1934, as amended, as well as within the meaning of the phrase ‘forward-looking information’ in the Canadian Securities Administrators’ National Instrument 51-102 – Continuous Disclosure Obligations (collectively, “Forward-Looking Statements”). Forward-Looking Statements are not comprised of historical facts. Forward-Looking Statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-Looking Statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, “plans” or variations of such words and phrases.
Forward-Looking Statements in this press release include, but are not limited to: the Company’s intentions regarding its objectives, goals or future plans; the Company’s ability to complete the Offering on the terms announced in one or more tranches or at all; the issuance and sale of the Special Warrants by the Company at the Offering Price; the filing of the Registration Statement by the Company to register the resale of securities issuable pursuant to the Offering in the United States and the SEC declaring the same effective; and the intended use of the net proceeds of the Offering, if any. Although the Company’s management believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The Forward-Looking Statements discussed in this press release may not occur by certain dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in Forward-Looking Statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No Forward-Looking Statements can be guaranteed. Except as required by applicable securities laws, Forward-Looking Statements speak only as of the date on which they are made and the Company undertakes no obligation to publicly update or revise any Forward-Looking Statement, whether as a result of new information, future events or otherwise.
Readers are cautioned that the foregoing risks and uncertainties are not exhaustive. Additional information on these and other risk factors that could affect the Company’s operations or financial results are included in the Company’s annual information form or annual report and may be accessed through the SEDAR website (www.sedar.com) or through EDGAR on the SEC website (www.sec.gov), respectively.
For additional information contact:
David Wiens, CFA
CFO & Corporate Secretary
+1 208 370 3665
ir@bunkerhillmining.com
