Mr. Galen McNamara of Bunker Hill reports
BUNKER HILL AND SILVER47 COMPLETE MERGER TO CREATE A 'MADE IN AMERICA' U.S. SILVER & CRITICAL MINERALS PRODUCER
Bunker Hill Mining Corp. and Silver47 Exploration Corp. have completed their previously announced merger, pursuant to which Bunker Hill acquired all of the issued and outstanding common shares of Silver47 by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). Following closing, the combined company intends to change its name to Bunker Hill Silver Corp. and will continue to be listed on the Toronto Stock Exchange.
Richard Williams, executive chairman of Bunker Hill, commented:
"This merger represents a transformational and timely opportunity to create a leading American mining company focused on strengthening the U.S. domestic metal supply chains at a time of intensifying global competition. I congratulate all our shareholders and the wider stakeholder community for supporting this important step forward for the combined company and its potential to contribute to the revitalization of the U.S. mining industry."
Galen McNamara, president and chief investment officer of Bunker Hill, commented: "Bunker Hill and Silver47 shareholders now own a compelling silver and critical mineral story in the United States: a producing mine in the Silver Valley and a pipeline of high-grade projects at Red Mountain, Hughes and Mogollon. With silver on the U.S. critical minerals list and strong support for domestic mining, we have the assets, the team and the timing to build a leading American silver producer. Thank you to all our shareholders. We are excited to get to work."
Transaction highlights and strategic rationale:
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Creating a new U.S. silver and critical minerals champion: The combination of Bunker Hill's anticipated cash flow from the Bunker Hill mine with Silver47's high-quality development pipeline establishes a new Made in America U.S. silver and critical minerals producer.
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Enhanced scale for a producer multiple: The combined company has a pro forma basic market capitalization of $158-million (U.S.), with increased trading liquidity and a strengthened shareholder base. With commercial production expected at the Bunker Hill mine, it is positioned to attract broader institutional ownership and index inclusion.
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Clear path to annual production of greater than five million ounces silver equivalent: Production at the Bunker Hill mine is expected to reach greater than 2.5 million ounces AgEq in 2027, with the Bunker Hill 2.0 expansion to 2,500 tonnes per day, the largest mill in the Silver Valley, driving annual production toward greater than five million ounces AgEq.
- Top-tier portfolio of U.S. silver projects with district-scale upside: The transaction brings together four U.S. silver and critical mineral projects with an aggregate mineral resource inventory of 80 million ounces AgEq measured and indicated and 308 million ounces AgEq inferred.
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Strengthened balance sheet and access to capital: An enhanced treasury and improved access to capital position the combined company to achieve commercial production at the Bunker Hill mine by the end of 2026 and to finance continuing exploration and development across the portfolio.
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Proven operators and proven explorers: Combining Bunker Hill's mine-building, stakeholder engagement and operating expertise with Silver47's exploration and discovery record, the combined company will benefit from deep capital markets experience and a board with major-producer, M&A (merger and acquisition), and government relations expertise.
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U.S. government partner of choice: The combined company is expected to leverage its established relationships with the U.S. Environmental Protection Agency, the U.S. Export-Import Bank, the U.S. Department of Energy and the U.S. Office of Strategic Capital to support project financing, permitting and development as the United States continues to prioritize domestic mining and critical minerals supply chains.
The transaction combines the operating Bunker Hill mine located in the Silver Valley of Idaho with Silver47's silver-focused U.S. exploration and development pipeline in Alaska, Nevada and New Mexico. As Bunker Hill ramps up to commercial production, the mine will act as the operating engine that finances growth and development near the Bunker Hill mine and throughout the combined company's expanded U.S. exploration and development portfolio.
Board and management changes
Upon closing of the transaction, the board of directors and management team of the combined company include the following persons:
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Board of directors: Mr. Williams (executive chairman), Mark Cruise (lead independent director), Sam Ash (director), Gary Thompson (director), Mr. McNamara (director), Pamela Saxton (director) and Kelli Kast (director);
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Management: Mr. Williams (executive chairman), Mr. Ash (chief executive officer), Mr. McNamara (president and chief investment officer) and Bradley Barnett (chief financial officer).
Transaction details
Under the terms of the arrangement agreement between Bunker Hill and Silver47 dated Aug. 20, 2026, and the plan of arrangement governing the arrangement, former Silver47 shareholders (including former holders of Silver47 restricted share units, which were settled into Silver47 shares at the effective time of the arrangement) received 0.1724 share of common stock in Bunker Hill in exchange for each Silver47 share. In addition, in accordance with their terms, all outstanding warrants and stock options of Silver47 remain outstanding and the holders thereof are now entitled to receive, upon exercise, Bunker Hill shares in lieu of Silver47 shares, with the number of Bunker Hill shares issuable and the exercise price adjusted in accordance with the exchange ratio and as further described in Bunker Hill's news release dated Aug. 21, 2026. Pursuant to the arrangement, Bunker Hill issued 36,325,517 Bunker Hill shares, and the convertible securities are exercisable to acquire up to 13,901,231 Bunker Hill shares. Immediately following closing of the arrangement, there were 83,667,856 Bunker Hill shares issued and outstanding, with existing Bunker Hill stockholders and former Silver47 shareholders owning approximately 57 per cent and 43 per cent of the outstanding Bunker Hill shares on an undiluted basis, respectively. For further information on the arrangement, please refer to the arrangement agreement and Bunker Hill's proxy statement dated Sept. 23, 2026, each of which can be found on Bunker Hill's SEDAR+ profile and on EDGAR.
The combined company's operational headquarters will be located in the Silver Valley of Idaho, at the Bunker Hill mine site.
With completion of the transaction, Bunker Hill intends to delist the Silver47 shares from the TSX Venture Exchange, the Frankfurt Stock Exchange and the OTCQX on or about Nov. 9, 2026. Silver47 has made an application to cease to be a reporting issuer in Canada shortly thereafter. The TSX has conditionally approved the listing of the Bunker Hill shares issued or made issuable pursuant to the arrangement, subject to satisfaction of applicable listing requirements and approval of the TSX.
Silver47 shares held in on-line trading accounts or in brokerage accounts will update automatically to reflect the receipt of Bunker Hill shares, generally within two weeks of closing. Former Silver47 shareholders who hold physical share certificates or DRS statements must submit a duly completed letter of transmittal to Computershare Investor Services as depositary under the arrangement to receive their Bunker Hill shares. Additional information regarding the process of receiving Bunker Hill shares is available in Silver47's management information circular dated Sept. 24, 2026.
Advisers and counsel
Haywood Securities Inc. acted as exclusive financial adviser to Bunker Hill and Evans & Evans Inc. provided a fairness opinion to the board of directors of Bunker Hill. Blake Cassels & Graydon LLP acted as Canadian legal adviser and King & Spalding LLP acted as U.S. legal adviser to Bunker Hill. Eventus Capital Corp. acted as exclusive financial adviser to Silver47 and Research Capital Corp. provided a fairness opinion to the board of directors of Silver47. Cassels Brock & Blackwell LLP acted as Canadian legal adviser to Silver47 and Dorsey & Whitney LLP acted as U.S. legal adviser to Silver47.
Additional issuance
Upon closing of the transaction, Eventus will receive a portion of its advisory fees in Bunker Hill shares in consideration of financial advisory services provided to Silver47 in connection with the transaction. The fee shares will be issued following closing of the transaction, at a deemed issue price per fee share equal to the volume-weighted average trading price of the Bunker Hill shares on the TSX for the five trading days immediately preceding the announcement of the share issuance.
The issuance of the fee shares remains subject to the approval of the TSX. The fee shares will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws and will be restricted securities under applicable U.S. securities laws.
Technical disclosure
Sam Bourque, AIPG, CPG (No. 11775), chief geologist of Bunker Hill, is Bunker Hill's designated qualified person for this news release within the meaning of National Instrument 43-101 and Regulation S-K 1300 under the Securities Exchange Act of 1934, as amended. Mr. Bourque has reviewed and approved the technical information contained herein with respect to the Bunker Hill mine. Mr. Bourque is not considered independent of Bunker Hill under NI 43-101 or S-K 1300 as he is chief geologist at Bunker Hill.
The technical and scientific content of this news release with respect to the Red Mountain project, the Hughes project and the Mogollon project has been reviewed and approved by Galen McNamara, PGeo, the CEO and a director of Silver47 and a qualified person as defined by NI 43-101. Mr. McNamara is not considered independent of Silver47 under NI 43-101 as he is the CEO and a director of Silver47.
Information in this news release relating to the Bunker Hill mine is derived from the NI 43-101 amended and restated technical report dated Nov. 21, 2022, entitled "Technical Report and Pre-Feasibility Study for Underground Mining, Milling and Concentration of Lead, Silver and Zinc at the Bunker Hill Mine, Coeur D'Alene Mining District, Shoshone County, Idaho, USA," effective Aug. 29, 2022, as filed on SEDAR+; and the S-K 1300 technical report summary dated April 14, 2023, entitled "S-K 1300 Technical Report Summary Bunker Hill Mine Pre-Feasibility Study, Coeur D'Alene Mining District, Shoshone County, Idaho, USA," effective Aug. 29, 2022, as filed with the SEC (U.S. Securities and Exchange Commission).
Information in this news release relating to the Red Mountain property is derived from the technical report entitled "Technical Report on the Red Mountain VMS Property, Bonnifield Mining District, Alaska, USA," dated June 28, 2024, with an effective date of Jan. 12, 2024.
Information in this news release relating to the Hughes property is derived from the technical report entitled "Technical Report and Mineral Resource Estimate For The Hughes Silver-Gold Property, Nye County, Nevada, USA," dated March 3, 2025, with an effective date of Oct. 22, 2024.
Information in this news release relating to the Mogollon Property is derived form the technical report prepared for Silver47 entitled "NI 43-101 Technical Report on Mineral Resources at the Mogollon Silver-Gold Property, Catron County, New Mexico, USA," dated March 2, 2025, with an effective date of Nov. 22, 2024.
About Bunker Hill Mining Corp.
Bunker Hill Mining is a U.S.-focused mining company building a modern, long-life operation at its flagship Bunker Hill mine in northern Idaho's prolific Silver Valley, complemented by a pipeline of high-grade silver development projects across North America. With production now under way, the company is advancing the Bunker Hill mine toward commercial production of zinc, lead and silver concentrates while pursuing opportunities to optimize operations, expand resources and extend mine life.
The Bunker Hill mine sits in one of North America's most prolific and storied mining districts and benefits from established infrastructure, a skilled local work force and a significant mineral resource base. Through its acquisition of Silver47 Exploration, Bunker Hill has added a portfolio of silver-rich projects in Alaska, Nevada and New Mexico, with a combined resource totalling 236 million ounces AgEq at 334 grams per tonne AgEq inferred and 10 million ounces AgEq at 333 grams per tonne AgEq indicated, anchoring the company in America's most prolific mining jurisdictions.
Bunker Hill's strategy is focused on disciplined operational execution, responsible mining practices and continued investment in its assets to deliver sustainable production, organic growth and long-term shareholder value.
For detailed information regarding the resource estimates, assumptions and technical reports, please refer to the NI 43-101 technical reports and other filings available on SEDAR+.
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