Bunker Hill Announces Filing of Updated Technical Report

Research, News, and Market Data on Bunker Hill Mining

 

TORONTO, Dec. 29, 2021 (GLOBE NEWSWIRE) — Bunker Hill Mining Corp. (the “Company”) (CSE: BNKR, OTCQB: BHLL) is pleased to announce the filing of an independent Technical Report (“Technical Report”), containing an updated Mineral Resource Estimate for the Bunker Hill Mine in the world-class Silver Valley region of Idaho, USA.

The Technical Report, dated December 29, 2021 and entitled “Technical Report And Preliminary Economic Assessment For Underground Milling and Concentration of Lead, Silver and Zinc at the Bunker Hill Mine, Coeur d’Alene Mining District, Shoshone County, Idaho, USA” with an effective date of November 29, 2021, was prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).

The Company’s news release (“Prior News Release”) dated November 30, 2021 (entitled “ Bunker Hill Announces Mineral Resource Update, Including 59% Increase in M&I to 1.1 Billion Zinc Eq Pounds at Higher Grades ”) summarizes key results, assumptions and estimates contained in the Technical Report with respect to the updated Mineral Resource Estimate. There are no differences between the key results, assumptions and estimates contained in the Technical Report and the Prior News Release.

The preliminary economic assessment (“PEA”) contained in the Technical Report is unchanged from the PEA contained in the technical report dated June 4, 2021 and entitled, “Technical Report and Preliminary Economic Assessment for Underground Milling and Concentration of Lead, Silver and Zinc at the Bunker Hill Mine, Coeur d’Alene Mining District, Shoshone County, Idaho, USA” with an effective date of April 19, 2021.

The PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the PEA will be realized.

The Technical Report is available on our website at www.bunkerhillmining.com and has been filed on SEDAR under the Company’s issuer profile at www.sedar.com .

QUALIFIED PERSON

Mr. Scott E. Wilson, CPG, President of RDA and a consultant to the Company, is an independent “qualified person” as defined by NI 43-101 and is acting as the qualified person for the Company. He has reviewed and approved the technical information summarized in this news release.

Dr. Deepak Malhotra, SME of Pro Solv LLC, is an independent “qualified person” as defined by NI 43-101 and has approved the metallurgical data utilized in the updated Technical Report and Mineral Resource Estimate.

MineTech developed the mine infrastructure, capital expenditures and operating expenditures related portions of the PEA, as well as portions of the mine plan and operating schedules in coordination with RDA and Pro Solv Consulting, LLC. Robert Todd, P.E. is a Principal of MineTech, a registered engineer in Idaho, consultant to the Company and an independent “qualified person” as defined by NI 43-101.

The qualified persons have verified the information disclosed herein, including the sampling, preparation, security and analytical procedures underlying such information, and are not aware of any significant risks and uncertainties that could be expected to affect the reliability or confidence in the information discussed herein.

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 precious-metal 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.

For additional information contact:

David Wiens, CFA

CFO & Corporate Secretary

+1 208 370 3665

ir@bunkerhillmining.com

Cautionary Statements

Certain statements in this news release are forward-looking and involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, as well as within the meaning of the phrase ‘forward-looking information’ in the Canadian Securities Administrators’ National Instrument 51-102 – Continuous Disclosure Obligations. 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”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management’s expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information.

Forward looking information in this news release includes, but is not limited to, the Company’s intentions regarding its objectives, goals or future plans and statements. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to: the ability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of commodities, capital market conditions, restriction on labour and international travel and supply chains; failure to identify mineral resources; failure to convert estimated mineral resources to reserves; the inability to complete a feasibility study which recommends a production decision; the preliminary nature of metallurgical test results; the Company’s ability to restart and develop the Bunker Hill Mine and the risks of not basing a production decision on a feasibility study of mineral reserves demonstrating economic and technical viability, resulting in increased uncertainty due to multiple technical and economic risks of failure which are associated with this production decision including, among others, areas that are analyzed in more detail in a feasibility study, such as applying economic analysis to resources and reserves, more detailed metallurgy and a number of specialized studies in areas such as mining and recovery methods, market analysis, and environmental and community impacts and, as a result, there may be an increased uncertainty of achieving any particular level of recovery of minerals or the cost of such recovery, including increased risks associated with developing a commercially mineable deposit with no guarantee that production will begin as anticipated or at all or that anticipated production costs will be achieved; failure to commence production would have a material adverse impact on the Company’s ability to generate revenue and cash flow to fund operations; failure to achieve the anticipated production costs would have a material adverse impact on the Company’s cash flow and future profitability; delays in obtaining or failures to obtain required governmental, environmental or other project approvals; political risks; changes in equity markets; uncertainties relating to the availability and costs of financing needed in the future; the inability of the Company to budget and manage its liquidity in light of the failure to obtain additional financing, including the ability of the Company to complete the payments pursuant to the terms of the agreement to acquire the Bunker Hill Mine Complex; inflation; changes in exchange rates; fluctuations in commodity prices; delays in the development of projects; capital, operating and reclamation costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry; and those risks set out in the Company’s public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Resources

This press release has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of U.S. securities laws. Unless otherwise indicated, all resource and reserve estimates included in this press release have been disclosed in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy, and Petroleum Definition Standards on Mineral Resources and Mineral Reserves. NI 43-101 is a rule developed by the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Canadian disclosure standards, including NI 43-101, differ significantly from the requirements of the United States Securities and Exchange Commission (“SEC”), and resource and reserve information contained in this press release may not be comparable to similar information disclosed by U.S. companies. In particular, and without limiting the generality of the foregoing, the term “resource” does not equate to the term “reserves”. Under U.S. standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. The SEC’s disclosure standards normally do not permit the inclusion of information concerning “measured mineral resources”, “indicated mineral resources” or “inferred mineral resources” or other descriptions of the amount of mineralization in mineral deposits that do not constitute “reserves” by U.S. standards in documents filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. U.S. investors should also understand that “inferred mineral resources” have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an “inferred mineral resource” will ever be upgraded to a higher category. Investors are cautioned not to assume that all or any part of an “inferred mineral resource” exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in-place tonnage and grade without reference to unit measures. The requirements of NI 43-101 for disclosure of “reserves” are also not the same as those of the SEC, and reserves disclosed by the Company in accordance with NI 43-101 may not qualify as “reserves” under SEC standards. Accordingly, information concerning mineral deposits contained in our website may not be comparable with information made public by companies that report in accordance with U.S. standards.

Bunker Hill Announces Filing of Updated Technical Report

Research, News, and Market Data on Bunker Hill Mining

 

TORONTO, Dec. 29, 2021 (GLOBE NEWSWIRE) — Bunker Hill Mining Corp. (the “Company”) (CSE: BNKR, OTCQB: BHLL) is pleased to announce the filing of an independent Technical Report (“Technical Report”), containing an updated Mineral Resource Estimate for the Bunker Hill Mine in the world-class Silver Valley region of Idaho, USA.

The Technical Report, dated December 29, 2021 and entitled “Technical Report And Preliminary Economic Assessment For Underground Milling and Concentration of Lead, Silver and Zinc at the Bunker Hill Mine, Coeur d’Alene Mining District, Shoshone County, Idaho, USA” with an effective date of November 29, 2021, was prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).

The Company’s news release (“Prior News Release”) dated November 30, 2021 (entitled “ Bunker Hill Announces Mineral Resource Update, Including 59% Increase in M&I to 1.1 Billion Zinc Eq Pounds at Higher Grades ”) summarizes key results, assumptions and estimates contained in the Technical Report with respect to the updated Mineral Resource Estimate. There are no differences between the key results, assumptions and estimates contained in the Technical Report and the Prior News Release.

The preliminary economic assessment (“PEA”) contained in the Technical Report is unchanged from the PEA contained in the technical report dated June 4, 2021 and entitled, “Technical Report and Preliminary Economic Assessment for Underground Milling and Concentration of Lead, Silver and Zinc at the Bunker Hill Mine, Coeur d’Alene Mining District, Shoshone County, Idaho, USA” with an effective date of April 19, 2021.

The PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the PEA will be realized.

The Technical Report is available on our website at www.bunkerhillmining.com and has been filed on SEDAR under the Company’s issuer profile at www.sedar.com .

QUALIFIED PERSON

Mr. Scott E. Wilson, CPG, President of RDA and a consultant to the Company, is an independent “qualified person” as defined by NI 43-101 and is acting as the qualified person for the Company. He has reviewed and approved the technical information summarized in this news release.

Dr. Deepak Malhotra, SME of Pro Solv LLC, is an independent “qualified person” as defined by NI 43-101 and has approved the metallurgical data utilized in the updated Technical Report and Mineral Resource Estimate.

MineTech developed the mine infrastructure, capital expenditures and operating expenditures related portions of the PEA, as well as portions of the mine plan and operating schedules in coordination with RDA and Pro Solv Consulting, LLC. Robert Todd, P.E. is a Principal of MineTech, a registered engineer in Idaho, consultant to the Company and an independent “qualified person” as defined by NI 43-101.

The qualified persons have verified the information disclosed herein, including the sampling, preparation, security and analytical procedures underlying such information, and are not aware of any significant risks and uncertainties that could be expected to affect the reliability or confidence in the information discussed herein.

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 precious-metal 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.

For additional information contact:

David Wiens, CFA

CFO & Corporate Secretary

+1 208 370 3665

ir@bunkerhillmining.com

Cautionary Statements

Certain statements in this news release are forward-looking and involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, as well as within the meaning of the phrase ‘forward-looking information’ in the Canadian Securities Administrators’ National Instrument 51-102 – Continuous Disclosure Obligations. 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”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management’s expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information.

Forward looking information in this news release includes, but is not limited to, the Company’s intentions regarding its objectives, goals or future plans and statements. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to: the ability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of commodities, capital market conditions, restriction on labour and international travel and supply chains; failure to identify mineral resources; failure to convert estimated mineral resources to reserves; the inability to complete a feasibility study which recommends a production decision; the preliminary nature of metallurgical test results; the Company’s ability to restart and develop the Bunker Hill Mine and the risks of not basing a production decision on a feasibility study of mineral reserves demonstrating economic and technical viability, resulting in increased uncertainty due to multiple technical and economic risks of failure which are associated with this production decision including, among others, areas that are analyzed in more detail in a feasibility study, such as applying economic analysis to resources and reserves, more detailed metallurgy and a number of specialized studies in areas such as mining and recovery methods, market analysis, and environmental and community impacts and, as a result, there may be an increased uncertainty of achieving any particular level of recovery of minerals or the cost of such recovery, including increased risks associated with developing a commercially mineable deposit with no guarantee that production will begin as anticipated or at all or that anticipated production costs will be achieved; failure to commence production would have a material adverse impact on the Company’s ability to generate revenue and cash flow to fund operations; failure to achieve the anticipated production costs would have a material adverse impact on the Company’s cash flow and future profitability; delays in obtaining or failures to obtain required governmental, environmental or other project approvals; political risks; changes in equity markets; uncertainties relating to the availability and costs of financing needed in the future; the inability of the Company to budget and manage its liquidity in light of the failure to obtain additional financing, including the ability of the Company to complete the payments pursuant to the terms of the agreement to acquire the Bunker Hill Mine Complex; inflation; changes in exchange rates; fluctuations in commodity prices; delays in the development of projects; capital, operating and reclamation costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry; and those risks set out in the Company’s public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Resources

This press release has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of U.S. securities laws. Unless otherwise indicated, all resource and reserve estimates included in this press release have been disclosed in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy, and Petroleum Definition Standards on Mineral Resources and Mineral Reserves. NI 43-101 is a rule developed by the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Canadian disclosure standards, including NI 43-101, differ significantly from the requirements of the United States Securities and Exchange Commission (“SEC”), and resource and reserve information contained in this press release may not be comparable to similar information disclosed by U.S. companies. In particular, and without limiting the generality of the foregoing, the term “resource” does not equate to the term “reserves”. Under U.S. standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. The SEC’s disclosure standards normally do not permit the inclusion of information concerning “measured mineral resources”, “indicated mineral resources” or “inferred mineral resources” or other descriptions of the amount of mineralization in mineral deposits that do not constitute “reserves” by U.S. standards in documents filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. U.S. investors should also understand that “inferred mineral resources” have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an “inferred mineral resource” will ever be upgraded to a higher category. Investors are cautioned not to assume that all or any part of an “inferred mineral resource” exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in-place tonnage and grade without reference to unit measures. The requirements of NI 43-101 for disclosure of “reserves” are also not the same as those of the SEC, and reserves disclosed by the Company in accordance with NI 43-101 may not qualify as “reserves” under SEC standards. Accordingly, information concerning mineral deposits contained in our website may not be comparable with information made public by companies that report in accordance with U.S. standards.

Monday, December 27, 2021

Newrange Gold Corp. (NRGOF)(NRG:CA)
Option Exercised on Western Fold Property at North Birch

As of April 24, 2020, Noble Capital Markets research on Newrange Gold is published under ticker symbols (NRGOF and NRG:CA). The price target is in USD and based on ticker symbol NRGOF. Research reports dated prior to April 24, 2020 may not follow these guidelines and could account for a variance in the price target.

Newrange Gold Corp is an exploration stage company focused on acquiring and exploring exploration and evaluation assets in Colombia and the United States. The Company operates in a single reportable operating segment-the acquisition, exploration, and development of mineral properties. Some of the projects acquired by the company are Pamlico gold project in Nevada and Rocky mountain project in Colorado. The company also holds an interest in the Yarumalito property, El Dovio property and Anori property in Colombia.

Mark Reichman, Senior Research Analyst of Natural Resources, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

Acquisition of Western Fold property. With payments amounting to C$200 thousand in cash and the issuance of 1 million shares, Newrange Gold earned a 100% interest in the Western Fold property which forms the eastern portion of its North Birch project. Recall that in early 2021, Newrange acquired the H Lake property, which forms the western portion of North Birch. Together, the two properties encompass 3,850 hectares, or 9,514 acres, and cover an entire iron formation and are considered to be highly prospective for both iron formation hosted and high-grade quartz vein hosted gold mineralization.


IP survey informs drilling plans at North Birch.  In April 2021, Newrange completed an induced polarization (IP) survey over the eastern portion of the North Birch project area covering 7 kilometers of strike length along the main target horizon. The survey revealed several well-defined chargeability anomalies which will be targeted for drilling that coincide with the target horizon along the limb …

This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary.  Proper due diligence is required before making any investment decision. 

Bunker Hill Announces $50 Million Project Finance Package, Mine Purchase, And US EPA Settlement Agreement Amendment

Research, News, and Market Data on Bunker Hill Mining

 

Bunker Hill to Host Live Interactive 6ix Summit on Wednesday, December 22 @ 11:00am ET / 8:00am PT

HIGHLIGHTS

• $50 million term sheet executed with Sprott Private Resource Streaming and Royalty Corp (“SRSR”) outlining a proposed financing package to fund mine restart in stages:
  • $8 million Royalty Convertible Debenture: 9.0% debt convertible to 1.85% life of mine royalty to fund mine purchase, initial EPA payment and on-going engineering. Closing expected in January 2022
  • $5 million Convertible Debenture: 7.5% interest, repaid or convertible at CAD 0.30 per share, to fund further engineering to PFS level by beginning of Q2 2022. Closing expected in January 2022
  • Stream: up to $37 million for up to 10% of all metals produced until certain quantities delivered; up to 2% thereafter, to fund majority of restart capital from Q2 2022. Closing expected by early Q2 2022
• The Company retains option to re-purchase 50% of Stream at 1.40x multiple of stream funding until 2025
• Mine purchase: agreement executed for $5.4 million all-cash purchase from Placer Mining
• EPA Settlement Agreement amendment: agreement executed with US EPA and IDEQ for deferral of $17 million of existing $19 million liability to be paid from free cash flow during 2024-2029

NEXT STEPS

• Construction decision expected post detailed engineering and mine plan optimization by early Q2 2022
• Prefeasibility Study concurrent with construction decision, incorporating the 59% increase in M&I resources
• Further non-dilutive financing options being explored to minimize any equity financing requirement in 2022
• TSX-V Listing Committee discussions ongoing; material balance sheet improvement supports application
• Chairman Richard Williams interviewed live by Kai Hoffmann today at 5:30pm ET / 2:30pm PT on SF Live. Live broadcast and replay available at YouTube.com/soarfinancial or twitter.com/soarfinancial
• Chairman Richard Williams, CEO Sam Ash and CFO David Wiens to host live interactive 6ix virtual investor event on Wednesday, December 22 at 11:00am ET / 8:00am PT. Investors are invited to register at: [ LINK ]

TORONTO, Dec. 20, 2021 (GLOBE NEWSWIRE) — Bunker Hill Mining Corp. (the “Company”) (CSE: BNKR; OTCQB: BHLL) is pleased to announce the achievement of its key short-term objectives, including the execution of a non-binding term sheet outlining a $50 million non-dilutive project finance package, the purchase of the Bunker Hill Mine, and the execution of a settlement agreement amendment with the US Environmental Protection Agency (“US EPA” or “EPA”). All figures in this news release are in US dollars unless otherwise stated.

Sam Ash, CEO, stated “We are exceedingly pleased to announce the accomplishment of our key objectives, most notably a proposed $50 million project finance package that we expect to provide the majority of our funding requirements in a non-dilutive manner. Together with the purchase of the mine and an amended settlement agreement with the EPA, a rapid restart of the prolific Bunker Hill Mine is now clearly within sight. This will provide enormous social and economic benefits to northern Idaho, significant returns for our shareholders, and allow us to honor our commitments to the EPA. We look forward to next steps, including advancement to a formal construction decision and the review of our revised TSX-V Exchange listing application”.

$50 MILLION PROJECT FINANCE PACKAGE

The Company has executed a non-binding term sheet with SRSR outlining a $50 million project finance package that the Company expects to fulfill the majority of its funding requirements to restart the mine and reach commercial production in mid-2023. The package consists of an $8 million Royalty Convertible Debenture, a $5 million Convertible Debenture, and a multi-metals Stream of up to $37 million.

Subject to settlement of definitive documentation with SRSR, the Company expects that $8 million will be advanced under the Royalty Convertible Debenture in January 2022. These proceeds will fund the purchase of the Bunker Hill Mine and near-term working capital requirements, including a $2 million payment to the EPA in January 2022 (see “EPA Settlement Agreement Amendment” section below). The Royalty Convertible Debenture will initially bear interest at an annual rate of 9.0%, payable in cash or shares at the Company’s option, until such time that SRSR elects to convert it into a Royalty, with such conversion option expiring at the earlier of advancement of the Stream or 18 months. In the event of conversion, the Royalty Convertible Debenture will cease to exist and the Company will grant a Royalty for 1.85% of life-of-mine gross revenue from mining claims considered to be historically worked, contiguous to current accessible underground development, and covered by the Company’s 2021 ground geophysical survey. A 1.35% rate will apply to claims outside of these areas. The Royalty Convertible Debenture will initially be secured by a share pledge of the Company’s operating subsidiary, until such time that a full security package is put in place. In the event of non-conversion, the principal of the Royalty Convertible Debenture will be repayable in cash.

Subject to settlement of definitive documentation with SRSR, the Company expects that an aggregate amount of $5 million will be advanced under the Convertible Debenture, also in January 2022. These proceeds will fund capital expenditures and working capital requirements in Q1 2022. The Convertible Debenture will bear interest at an annual rate of 7.5%, payable in cash or shares at the Company’s option, and a maturity of 18 months from the closing of the Royalty Convertible Debenture. Until the closing of the Stream, the Convertible Debenture is convertible into shares of the Company at a share price of CAD 0.30 per share. Alternatively, SRSR may elect to retire the Convertible Debenture with the cash proceeds of the Stream. The Company may elect to re-pay the Convertible Debenture early; if SRSR elects not to exercise its conversion option at such time, a minimum of 12 months of interest would apply.

SRSR has concluded its initial due diligence process, including a site visit to the Bunker Hill Mine and a detailed project review by third party engineering and geological consultants, and has obtained Investment Committee approval to fund the $8 million Royalty Convertible Debenture and $5 million Convertible Debenture.

Subject to SRSR internal approvals, further technical and other diligence (including confirmation of full project funding by an independent engineer appointed by SRSR), and satisfactory definitive documentation, the Company expects to close the Stream concurrent with a formal construction decision being made by early Q2 2022. A minimum of $27 million and a maximum of $37 million (the “Stream Amount”) will be made available under the Stream, at the Company’s option, once the conditions for availability of the Stream have been satisfied. Assuming the maximum funding of $37 million is drawn, the Stream would apply to 10% of payable metals sold until a minimum quantity of metal is delivered consisting of, individually, 55 million pounds of zinc, 35 million pounds of lead, and 1 million ounces of silver. Thereafter, the Stream would apply to 2% of payable metals sold. If the Company elects to draw less than $37 million under the Stream, the percentage and quantities of payable metals streamed will adjust pro-rata. The delivery price of streamed metals will be 20% of the applicable spot price.

The Company may buy back 50% of the Stream Amount at a 1.40x multiple of the Stream Amount between the second and third anniversary of the date of funding, and at a 1.65x multiple of the Stream Amount between the third and fourth anniversary of the date of funding. The Company will be permitted to incur additional indebtedness of $15 million and a cost over-run facility of $13 million from other financing counterparties.

Closing of the Royalty Convertible Debenture, Convertible Debenture, and Stream are conditional on the conclusion of a number of matters, including finalization of definitive documentation, regulatory and stock exchange approvals, and closing of the purchase of the Bunker Hill Mine.

PURCHASE OF THE BUNKER HILL MINE

With the execution of the EPA settlement agreement amendment and the expected receipt of $8 million proceeds from the Royalty Convertible Debenture, the Company has exercised its option to purchase the Bunker Hill Mine from Placer Mining Corp. and a definitive agreement has been signed by both parties. The terms of the purchase were modified to $5.4 million in cash, from $3.4 million of cash and $2.0 million of common shares in the Company.

Purchase of the mine consists of over 400 patented mining claims and 5,800 acres of private land, an ideal scenario with respect to permitting considerations. The extensive in-place infrastructure and significant mineral potential included in the acquisition positions Bunker Hill for a rapid restart, and a return to free cash flow generation with exceptional growth potential in can be considered the pre-eminent silver mining district in the world.

Closing of the transaction is expected in January 2022, concurrent with funding of the Royalty Convertible Debenture, approval of the transaction by Placer Mining Corp. shareholders, and satisfaction of other closing conditions.

EPA SETTLEMENT AGREEMENT AMENDMENT

The amended Settlement Agreement (the “Amendment”) between the Company, Idaho Department of Environmental Quality, US Department of Justice and US EPA modifies the payment schedule and payment terms for recovery of historical environmental response costs at Bunker Hill Mine by US EPA. A total of $19 million remains to be paid by the Company. The new payment schedule includes a $2 million payment to US EPA within 30 days of execution of this amendment. The remaining $17 million will be paid on the following dates:

The resumption of payments in 2024 were agreed in order to allow the Company to generate enough revenue from mining activities at the Bunker Hill Mine to address remaining payment obligations from free cash flow.

The Amendment includes an additional payment for outstanding water treatment costs that have been incurred over the period from 2018 through 2020. This $2.9 million payment will be made within 90 days of the execution of the Amendment. With the execution of the Amendment, the Company is now fully compliant with the terms of the Settlement Agreement.

In addition to the changes in payment terms and schedule, the Company has committed to securing Financial Assurance in the form of performance bonds or letters of credit deemed acceptable to the EPA. The Financial Assurance will total $17 million, corresponding to the Company’s obligations to be paid in the 2024-2029 period as outlined above, that can be drawn on by US EPA in the event of non-performance by the Company. The amount of the bonds will decrease over time as individual payments are made. If the Company does not post the Financial Assurance within 90 days of execution of the Amendment, it must issue an irrevocable letter of credit for $9 million. US EPA may draw on this letter of credit after an additional 90 days if the Company is unable to either put the Financial Assurance in place or make payment for the full $17 million of remaining historical cost recovery sums. In the event neither occurs, the terms of the initial Settlement Agreement will be reinstated.

The Company has concluded the negotiation of commercial terms with two counterparties for the full $17 million Financial Assurance, with finalization contingent on full project funding being in place, including the Stream.

The Settlement Agreement was reached in 2018 in order for the US EPA to gain confidence that it will be repaid for historical environmental response costs it incurred for Bunker Hill Mine. The costs up to that point had been unpaid by the owner of the mine since 1994. The Company agreed to become a Responsible Party for these liabilities in exchange for the US EPA and US Department of Justice eliminating all other potential historical environmental liabilities related to the mine, specifically all CERCLA- or Superfund-related liabilities. The inability of the Company to meet payment obligations, however, meant that until the signing of the Amendment, it was in arrears for $11 million in cost recovery payments and over $2.9 million in unpaid water treatment costs. As of today, the Company is now fully compliant with the terms of the Settlement Agreement with US EPA.

NEXT STEPS

With the approval by SRSR’s Investment Committee of the $8 million Royalty Convertible Debenture and $5 million Convertible Debenture (subject to finalization of definitive documentation and other conditions precedent), and the execution of the mine purchase option and Settlement Agreement amendment, the Company is focused on accelerating the sustainable restart of the mine to commercial production in mid-2023. This includes progressing detailed engineering and mine planning to PFS level, purchasing a process plant, confirming and securing remaining capital requirements (including funding of the Stream), and upgrading the Company’s listing to the TSX Venture Exchange.

Detailed engineering for full project restart is well underway with geotechnical, metallurgical optimization, plant design, electrical infrastructure, water treatment, and geotechnical paste studies progressing well. This technical work is expected to result in significant value creation and support a construction decision by early Q2 2022, concurrent with a Prefeasibility Study incorporating the recently announced 59% increase in Measured and Indicated.   Project completion and commercial production is anticipated to occur in the second half of 2023.

Together with its financial advisor, Cutfield Freeman & Co., the Company is evaluating alternatives to secure further non-dilutive funding of up to $15 million as a project finance facility and up to $13 million as a cost over-run facility, as permitted in the Company’s $50 million project financing package. This would minimize any equity financing requirements to fully fund the mine restart.

With the material balance sheet improvements effected by the transactions described in this news release, the Company has re-engaged with the TSX-V Listing Committee regarding its application for an upgrade of its listing from the CSE to the TSX Venture Exchange. This application is currently under review.

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 precious-metal 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.

For additional information contact:

David Wiens, CFA

CFO & Corporate Secretary

+1 208 370 3665

ir@bunkerhillmining.com

CAUTIONARY STATEMENTS

Certain statements in this news release are forward-looking and involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, as well as within the meaning of the phrase ‘forward-looking information’ in the Canadian Securities Administrators’ National Instrument 51-102 – Continuous Disclosure Obligations. 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”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management’s expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, the Company’s intentions regarding: its objectives, goals or future plans and statements; completing the acquisition of the Bunker Hill Mine; closing the financing package as described herein with SRSR; the financing package with SRSR being sufficient for the purposes described herein; the Company’s ability to secure additional financing, whether dilutive or non-dilutive; the Company’s ability to progress detailed engineering of the Bunker Hill Mine; the Company’s ability to purchasing a processing plant; the Company’s ability to restart production at the Bunker Hill Mine; the Company’s ability to generate free cash flow from the Bunker Hill Mine; the Company’s ability to complete payments to the U.S. EPA from free cash flow generated from the Bunker Hill Mine; and the listing of the Company’s shares on the TSX-V . Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to: the ability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of commodities, capital market conditions, restriction on labour and international travel and supply chains; the TSX-V not approving the listing of the Company’s shares on the TSX-V; failure to identify mineral resources; failure to convert estimated mineral resources to reserves; the inability to complete a feasibility study which recommends a production decision; the preliminary nature of metallurgical test results; the Company’s ability to restart and develop the Bunker Hill Mine and the risks of not basing a production decision on a feasibility study of mineral reserves demonstrating economic and technical viability, resulting in increased uncertainty due to multiple technical and economic risks of failure which are associated with this production decision including, among others, areas that are analyzed in more detail in a feasibility study, such as applying economic analysis to resources and reserves, more detailed metallurgy and a number of specialized studies in areas such as mining and recovery methods, market analysis, and environmental and community impacts and, as a result, there may be an increased uncertainty of achieving any particular level of recovery of minerals or the cost of such recovery, including increased risks associated with developing a commercially mineable deposit with no guarantee that production will begin as anticipated or at all or that anticipated production costs will be achieved; failure to commence production would have a material adverse impact on the Company’s ability to generate revenue and cash flow to fund operations; failure to achieve the anticipated production costs would have a material adverse impact on the Company’s cash flow and future profitability; delays in obtaining or failures to obtain required governmental, environmental or other project approvals; political risks; changes in equity markets; uncertainties relating to the availability and costs of financing needed in the future; the inability of the Company to budget and manage its liquidity in light of the failure to obtain additional financing, including the ability of the Company to complete the payments to the Placer Mining Corporation and the U.S. EPA pursuant to the terms of the agreement to acquire the Bunker Hill Mine; inflation; changes in exchange rates; fluctuations in commodity prices; delays in the development of projects; capital, operating and reclamation costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry; the cost, timing and ability to implement ESG initiatives which may not be technically successful or economically viable; and those risks set out in the Company’s public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Bunker Hill Announces $50 Million Project Finance Package, Mine Purchase, And US EPA Settlement Agreement Amendment

Research, News, and Market Data on Bunker Hill Mining

 

Bunker Hill to Host Live Interactive 6ix Summit on Wednesday, December 22 @ 11:00am ET / 8:00am PT

HIGHLIGHTS

• $50 million term sheet executed with Sprott Private Resource Streaming and Royalty Corp (“SRSR”) outlining a proposed financing package to fund mine restart in stages:
  • $8 million Royalty Convertible Debenture: 9.0% debt convertible to 1.85% life of mine royalty to fund mine purchase, initial EPA payment and on-going engineering. Closing expected in January 2022
  • $5 million Convertible Debenture: 7.5% interest, repaid or convertible at CAD 0.30 per share, to fund further engineering to PFS level by beginning of Q2 2022. Closing expected in January 2022
  • Stream: up to $37 million for up to 10% of all metals produced until certain quantities delivered; up to 2% thereafter, to fund majority of restart capital from Q2 2022. Closing expected by early Q2 2022
• The Company retains option to re-purchase 50% of Stream at 1.40x multiple of stream funding until 2025
• Mine purchase: agreement executed for $5.4 million all-cash purchase from Placer Mining
• EPA Settlement Agreement amendment: agreement executed with US EPA and IDEQ for deferral of $17 million of existing $19 million liability to be paid from free cash flow during 2024-2029

NEXT STEPS

• Construction decision expected post detailed engineering and mine plan optimization by early Q2 2022
• Prefeasibility Study concurrent with construction decision, incorporating the 59% increase in M&I resources
• Further non-dilutive financing options being explored to minimize any equity financing requirement in 2022
• TSX-V Listing Committee discussions ongoing; material balance sheet improvement supports application
• Chairman Richard Williams interviewed live by Kai Hoffmann today at 5:30pm ET / 2:30pm PT on SF Live. Live broadcast and replay available at YouTube.com/soarfinancial or twitter.com/soarfinancial
• Chairman Richard Williams, CEO Sam Ash and CFO David Wiens to host live interactive 6ix virtual investor event on Wednesday, December 22 at 11:00am ET / 8:00am PT. Investors are invited to register at: [ LINK ]

TORONTO, Dec. 20, 2021 (GLOBE NEWSWIRE) — Bunker Hill Mining Corp. (the “Company”) (CSE: BNKR; OTCQB: BHLL) is pleased to announce the achievement of its key short-term objectives, including the execution of a non-binding term sheet outlining a $50 million non-dilutive project finance package, the purchase of the Bunker Hill Mine, and the execution of a settlement agreement amendment with the US Environmental Protection Agency (“US EPA” or “EPA”). All figures in this news release are in US dollars unless otherwise stated.

Sam Ash, CEO, stated “We are exceedingly pleased to announce the accomplishment of our key objectives, most notably a proposed $50 million project finance package that we expect to provide the majority of our funding requirements in a non-dilutive manner. Together with the purchase of the mine and an amended settlement agreement with the EPA, a rapid restart of the prolific Bunker Hill Mine is now clearly within sight. This will provide enormous social and economic benefits to northern Idaho, significant returns for our shareholders, and allow us to honor our commitments to the EPA. We look forward to next steps, including advancement to a formal construction decision and the review of our revised TSX-V Exchange listing application”.

$50 MILLION PROJECT FINANCE PACKAGE

The Company has executed a non-binding term sheet with SRSR outlining a $50 million project finance package that the Company expects to fulfill the majority of its funding requirements to restart the mine and reach commercial production in mid-2023. The package consists of an $8 million Royalty Convertible Debenture, a $5 million Convertible Debenture, and a multi-metals Stream of up to $37 million.

Subject to settlement of definitive documentation with SRSR, the Company expects that $8 million will be advanced under the Royalty Convertible Debenture in January 2022. These proceeds will fund the purchase of the Bunker Hill Mine and near-term working capital requirements, including a $2 million payment to the EPA in January 2022 (see “EPA Settlement Agreement Amendment” section below). The Royalty Convertible Debenture will initially bear interest at an annual rate of 9.0%, payable in cash or shares at the Company’s option, until such time that SRSR elects to convert it into a Royalty, with such conversion option expiring at the earlier of advancement of the Stream or 18 months. In the event of conversion, the Royalty Convertible Debenture will cease to exist and the Company will grant a Royalty for 1.85% of life-of-mine gross revenue from mining claims considered to be historically worked, contiguous to current accessible underground development, and covered by the Company’s 2021 ground geophysical survey. A 1.35% rate will apply to claims outside of these areas. The Royalty Convertible Debenture will initially be secured by a share pledge of the Company’s operating subsidiary, until such time that a full security package is put in place. In the event of non-conversion, the principal of the Royalty Convertible Debenture will be repayable in cash.

Subject to settlement of definitive documentation with SRSR, the Company expects that an aggregate amount of $5 million will be advanced under the Convertible Debenture, also in January 2022. These proceeds will fund capital expenditures and working capital requirements in Q1 2022. The Convertible Debenture will bear interest at an annual rate of 7.5%, payable in cash or shares at the Company’s option, and a maturity of 18 months from the closing of the Royalty Convertible Debenture. Until the closing of the Stream, the Convertible Debenture is convertible into shares of the Company at a share price of CAD 0.30 per share. Alternatively, SRSR may elect to retire the Convertible Debenture with the cash proceeds of the Stream. The Company may elect to re-pay the Convertible Debenture early; if SRSR elects not to exercise its conversion option at such time, a minimum of 12 months of interest would apply.

SRSR has concluded its initial due diligence process, including a site visit to the Bunker Hill Mine and a detailed project review by third party engineering and geological consultants, and has obtained Investment Committee approval to fund the $8 million Royalty Convertible Debenture and $5 million Convertible Debenture.

Subject to SRSR internal approvals, further technical and other diligence (including confirmation of full project funding by an independent engineer appointed by SRSR), and satisfactory definitive documentation, the Company expects to close the Stream concurrent with a formal construction decision being made by early Q2 2022. A minimum of $27 million and a maximum of $37 million (the “Stream Amount”) will be made available under the Stream, at the Company’s option, once the conditions for availability of the Stream have been satisfied. Assuming the maximum funding of $37 million is drawn, the Stream would apply to 10% of payable metals sold until a minimum quantity of metal is delivered consisting of, individually, 55 million pounds of zinc, 35 million pounds of lead, and 1 million ounces of silver. Thereafter, the Stream would apply to 2% of payable metals sold. If the Company elects to draw less than $37 million under the Stream, the percentage and quantities of payable metals streamed will adjust pro-rata. The delivery price of streamed metals will be 20% of the applicable spot price.

The Company may buy back 50% of the Stream Amount at a 1.40x multiple of the Stream Amount between the second and third anniversary of the date of funding, and at a 1.65x multiple of the Stream Amount between the third and fourth anniversary of the date of funding. The Company will be permitted to incur additional indebtedness of $15 million and a cost over-run facility of $13 million from other financing counterparties.

Closing of the Royalty Convertible Debenture, Convertible Debenture, and Stream are conditional on the conclusion of a number of matters, including finalization of definitive documentation, regulatory and stock exchange approvals, and closing of the purchase of the Bunker Hill Mine.

PURCHASE OF THE BUNKER HILL MINE

With the execution of the EPA settlement agreement amendment and the expected receipt of $8 million proceeds from the Royalty Convertible Debenture, the Company has exercised its option to purchase the Bunker Hill Mine from Placer Mining Corp. and a definitive agreement has been signed by both parties. The terms of the purchase were modified to $5.4 million in cash, from $3.4 million of cash and $2.0 million of common shares in the Company.

Purchase of the mine consists of over 400 patented mining claims and 5,800 acres of private land, an ideal scenario with respect to permitting considerations. The extensive in-place infrastructure and significant mineral potential included in the acquisition positions Bunker Hill for a rapid restart, and a return to free cash flow generation with exceptional growth potential in can be considered the pre-eminent silver mining district in the world.

Closing of the transaction is expected in January 2022, concurrent with funding of the Royalty Convertible Debenture, approval of the transaction by Placer Mining Corp. shareholders, and satisfaction of other closing conditions.

EPA SETTLEMENT AGREEMENT AMENDMENT

The amended Settlement Agreement (the “Amendment”) between the Company, Idaho Department of Environmental Quality, US Department of Justice and US EPA modifies the payment schedule and payment terms for recovery of historical environmental response costs at Bunker Hill Mine by US EPA. A total of $19 million remains to be paid by the Company. The new payment schedule includes a $2 million payment to US EPA within 30 days of execution of this amendment. The remaining $17 million will be paid on the following dates:

The resumption of payments in 2024 were agreed in order to allow the Company to generate enough revenue from mining activities at the Bunker Hill Mine to address remaining payment obligations from free cash flow.

The Amendment includes an additional payment for outstanding water treatment costs that have been incurred over the period from 2018 through 2020. This $2.9 million payment will be made within 90 days of the execution of the Amendment. With the execution of the Amendment, the Company is now fully compliant with the terms of the Settlement Agreement.

In addition to the changes in payment terms and schedule, the Company has committed to securing Financial Assurance in the form of performance bonds or letters of credit deemed acceptable to the EPA. The Financial Assurance will total $17 million, corresponding to the Company’s obligations to be paid in the 2024-2029 period as outlined above, that can be drawn on by US EPA in the event of non-performance by the Company. The amount of the bonds will decrease over time as individual payments are made. If the Company does not post the Financial Assurance within 90 days of execution of the Amendment, it must issue an irrevocable letter of credit for $9 million. US EPA may draw on this letter of credit after an additional 90 days if the Company is unable to either put the Financial Assurance in place or make payment for the full $17 million of remaining historical cost recovery sums. In the event neither occurs, the terms of the initial Settlement Agreement will be reinstated.

The Company has concluded the negotiation of commercial terms with two counterparties for the full $17 million Financial Assurance, with finalization contingent on full project funding being in place, including the Stream.

The Settlement Agreement was reached in 2018 in order for the US EPA to gain confidence that it will be repaid for historical environmental response costs it incurred for Bunker Hill Mine. The costs up to that point had been unpaid by the owner of the mine since 1994. The Company agreed to become a Responsible Party for these liabilities in exchange for the US EPA and US Department of Justice eliminating all other potential historical environmental liabilities related to the mine, specifically all CERCLA- or Superfund-related liabilities. The inability of the Company to meet payment obligations, however, meant that until the signing of the Amendment, it was in arrears for $11 million in cost recovery payments and over $2.9 million in unpaid water treatment costs. As of today, the Company is now fully compliant with the terms of the Settlement Agreement with US EPA.

NEXT STEPS

With the approval by SRSR’s Investment Committee of the $8 million Royalty Convertible Debenture and $5 million Convertible Debenture (subject to finalization of definitive documentation and other conditions precedent), and the execution of the mine purchase option and Settlement Agreement amendment, the Company is focused on accelerating the sustainable restart of the mine to commercial production in mid-2023. This includes progressing detailed engineering and mine planning to PFS level, purchasing a process plant, confirming and securing remaining capital requirements (including funding of the Stream), and upgrading the Company’s listing to the TSX Venture Exchange.

Detailed engineering for full project restart is well underway with geotechnical, metallurgical optimization, plant design, electrical infrastructure, water treatment, and geotechnical paste studies progressing well. This technical work is expected to result in significant value creation and support a construction decision by early Q2 2022, concurrent with a Prefeasibility Study incorporating the recently announced 59% increase in Measured and Indicated.   Project completion and commercial production is anticipated to occur in the second half of 2023.

Together with its financial advisor, Cutfield Freeman & Co., the Company is evaluating alternatives to secure further non-dilutive funding of up to $15 million as a project finance facility and up to $13 million as a cost over-run facility, as permitted in the Company’s $50 million project financing package. This would minimize any equity financing requirements to fully fund the mine restart.

With the material balance sheet improvements effected by the transactions described in this news release, the Company has re-engaged with the TSX-V Listing Committee regarding its application for an upgrade of its listing from the CSE to the TSX Venture Exchange. This application is currently under review.

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 precious-metal 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.

For additional information contact:

David Wiens, CFA

CFO & Corporate Secretary

+1 208 370 3665

ir@bunkerhillmining.com

CAUTIONARY STATEMENTS

Certain statements in this news release are forward-looking and involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, as well as within the meaning of the phrase ‘forward-looking information’ in the Canadian Securities Administrators’ National Instrument 51-102 – Continuous Disclosure Obligations. 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”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management’s expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, the Company’s intentions regarding: its objectives, goals or future plans and statements; completing the acquisition of the Bunker Hill Mine; closing the financing package as described herein with SRSR; the financing package with SRSR being sufficient for the purposes described herein; the Company’s ability to secure additional financing, whether dilutive or non-dilutive; the Company’s ability to progress detailed engineering of the Bunker Hill Mine; the Company’s ability to purchasing a processing plant; the Company’s ability to restart production at the Bunker Hill Mine; the Company’s ability to generate free cash flow from the Bunker Hill Mine; the Company’s ability to complete payments to the U.S. EPA from free cash flow generated from the Bunker Hill Mine; and the listing of the Company’s shares on the TSX-V . Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to: the ability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of commodities, capital market conditions, restriction on labour and international travel and supply chains; the TSX-V not approving the listing of the Company’s shares on the TSX-V; failure to identify mineral resources; failure to convert estimated mineral resources to reserves; the inability to complete a feasibility study which recommends a production decision; the preliminary nature of metallurgical test results; the Company’s ability to restart and develop the Bunker Hill Mine and the risks of not basing a production decision on a feasibility study of mineral reserves demonstrating economic and technical viability, resulting in increased uncertainty due to multiple technical and economic risks of failure which are associated with this production decision including, among others, areas that are analyzed in more detail in a feasibility study, such as applying economic analysis to resources and reserves, more detailed metallurgy and a number of specialized studies in areas such as mining and recovery methods, market analysis, and environmental and community impacts and, as a result, there may be an increased uncertainty of achieving any particular level of recovery of minerals or the cost of such recovery, including increased risks associated with developing a commercially mineable deposit with no guarantee that production will begin as anticipated or at all or that anticipated production costs will be achieved; failure to commence production would have a material adverse impact on the Company’s ability to generate revenue and cash flow to fund operations; failure to achieve the anticipated production costs would have a material adverse impact on the Company’s cash flow and future profitability; delays in obtaining or failures to obtain required governmental, environmental or other project approvals; political risks; changes in equity markets; uncertainties relating to the availability and costs of financing needed in the future; the inability of the Company to budget and manage its liquidity in light of the failure to obtain additional financing, including the ability of the Company to complete the payments to the Placer Mining Corporation and the U.S. EPA pursuant to the terms of the agreement to acquire the Bunker Hill Mine; inflation; changes in exchange rates; fluctuations in commodity prices; delays in the development of projects; capital, operating and reclamation costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry; the cost, timing and ability to implement ESG initiatives which may not be technically successful or economically viable; and those risks set out in the Company’s public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Tuesday, December 21, 2021

Newrange Gold Corp. (NRGOF)(NRG:CA)
More to Pamlico’s Story than Investors May Realize

As of April 24, 2020, Noble Capital Markets research on Newrange Gold is published under ticker symbols (NRGOF and NRG:CA). The price target is in USD and based on ticker symbol NRGOF. Research reports dated prior to April 24, 2020 may not follow these guidelines and could account for a variance in the price target.

Newrange Gold Corp is an exploration stage company focused on acquiring and exploring exploration and evaluation assets in Colombia and the United States. The Company operates in a single reportable operating segment-the acquisition, exploration, and development of mineral properties. Some of the projects acquired by the company are Pamlico gold project in Nevada and Rocky mountain project in Colorado. The company also holds an interest in the Yarumalito property, El Dovio property and Anori property in Colombia.

Mark Reichman, Senior Research Analyst of Natural Resources, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

The opportunity set at Pamlico has grown. Based on work completed in 2020 and 2021, the company’s geological model incorporates areas beyond the initial gold district that was mined in the past and suggests a larger district containing a gold-copper system with oxide gold near surface, lower-grade bulk tonnage gold mineralization, skarn and porphyry copper-gold targets. Management has identified several target areas for drilling in 2022 within what is believed to be a large-scale polymetallic mineralizing system with significant resource potential.


Evaluating 2022 Pamlico drilling targets.  Based on an updated geological model and information from geophysical surveys, management is focusing efforts on finding the source of gold mineralization. While property-wide mapping and rock sampling continues, key target areas are being evaluated and prioritized for drilling in 2022. Some of these targets are discussed in this report …

This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary.  Proper due diligence is required before making any investment decision. 

	Image Credit: Terence Wright (Flickr)

Fewer Greenhouse Gases and Lower Capital Costs to Separate Rare Metals

 

Becky Ham | MIT News

New processing methods developed by MIT researchers could help ease looming shortages of the essential metals that power everything from phones to automotive batteries by making it easier to separate these rare metals from mining ores and recycled materials.

Selective adjustments within a chemical process called sulfidation allowed professor of metallurgy Antoine Allanore and his graduate student Caspar Stinn to successfully target and separate rare metals, such as the cobalt in a lithium-ion battery, from mixed-metal materials.

As they report in the journal Nature, their processing techniques allow the metals to remain in solid form and be separated without dissolving the material. This avoids traditional but costly liquid separation methods that require significant energy. The researchers developed processing conditions for 56 elements and tested these conditions on 15 elements.

Their sulfidation approach, they write in the paper, could reduce the capital costs of metal separation between 65 and 95 percent from mixed-metal oxides. Their selective processing could also reduce greenhouse gas emissions by 60 to 90 percent compared to traditional liquid-based separation.

“We were excited to find replacements for processes that had really high levels of water usage and greenhouse gas emissions, such as lithium-ion battery recycling, rare-earth magnet recycling, and rare-earth separation,” says Stinn. “Those are processes that make materials for sustainability applications, but the processes themselves are very unsustainable.”

The findings offer one way to alleviate a growing demand for minor metals like cobalt, lithium, and rare earth elements that are used in “clean” energy products like electric cars, solar cells, and electricity-generating windmills. According to a 2021 report by the International Energy Agency, the average amount of minerals needed for a new unit of power generation capacity has risen by 50 percent since 2010, as renewable energy technologies using these metals expand their reach.

 

Opportunity for Selectivity

For more than a decade, the Allanore group has been studying the use of sulfide materials in developing new electrochemical routes for metal production. Sulfides are common materials, but the MIT scientists are experimenting with them under extreme conditions like very high temperatures — from 800 to 3,000 degrees Fahrenheit — that are used in manufacturing plants but not in a typical university lab.

“We are looking at very well-established materials in conditions that are uncommon compared to what has been done before,” Allanore explains, “and that is why we are finding new applications or new realities.”

In the process of synthetizing high-temperature sulfide materials to support electrochemical production, Stinn says, “we learned we could be very selective and very controlled about what products we made. And it was with that understanding that we realized, ‘OK, maybe there’s an opportunity for selectivity in separation here.’”

The chemical reaction exploited by the researchers reacts a material containing a mix of metal oxides to form new metal-sulfur compounds or sulfides. By altering factors like temperature, gas pressure, and the addition of carbon in the reaction process, Stinn and Allanore found that they could selectively create a variety of sulfide solids that can be physically separated by a variety of methods, including crushing the material and sorting different-sized sulfides or using magnets to separate different sulfides from one another.

Current methods of rare metal separation rely on large quantities of energy, water, acids, and organic solvents which have costly environmental impacts, says Stinn. “We are trying to use materials that are abundant, economical, and readily available for sustainable materials separation, and we have expanded that domain to now include sulfur and sulfides.”

Stinn and Allanore used selective sulfidation to separate out economically important metals like cobalt in recycled lithium-ion batteries. They also used their techniques to separate dysprosium — a rare-earth element used in applications ranging from data storage devices to optoelectronics — from rare-earth-boron magnets or from the typical mixture of oxides available from mining minerals such as bastnaesite.

 

Leveraging Existing Technology

Metals like cobalt and rare earths are only found in small amounts in mined materials, so industries must process large volumes of material to retrieve or recycle enough of these metals to be economically viable, Allanore explains. “It’s quite clear that these processes are not efficient. Most of the emissions come from the lack of selectivity and the low concentration at which they operate.”

By eliminating the need for liquid separation and the extra steps and materials it requires to dissolve and then reprecipitate individual elements, the MIT researchers’ process significantly reduces the costs incurred and emissions produced during separation.

“One of the nice things about separating materials using sulfidation is that a lot of existing technology and process infrastructure can be leveraged,” Stinn says. “It’s new conditions and new chemistries in established reactor styles and equipment.”

The next step is to show that the process can work for large amounts of raw material — separating out 16 elements from rare-earth mining streams, for example. “Now we have shown that we can handle three or four or five of them together, but we have not yet processed an actual stream from an existing mine at a scale to match what’s required for deployment,” Allanore says.

Stinn and colleagues in the lab have built a reactor that can process about 10 kilograms of raw material per day, and the researchers are starting conversations with several corporations about the possibilities.

“We are discussing what it would take to demonstrate the performance of this approach with existing mineral and recycling streams,” Allanore says.

 

Suggested Reading:

Rare Earth Elements Demand is Still Growing

What’s in Infrastructure Bill for Rare Earth Metals?

Outlook Good For Base and Precious Metals Mining Stocks

How Do Gold Royalty Companies Work?

 

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Friday, December 17, 2021

Endeavour Silver (EXK)(EDR:CA)
Drilling Programs Yield Successful Outcomes to Support Growth Objectives

As of April 24, 2020, Noble Capital Markets research on Endeavour Silver is published under ticker symbols (EXK and EDR:CA). The price target is in USD and based on ticker symbol EXK. Research reports dated prior to April 24, 2020 may not follow these guidelines and could account for a variance in the price target.

Endeavour Silver Corp is a precious metal mining company. The company is primarily engaged in silver mining and owns three high-grade, underground, silver-gold mines in Mexico. Its other business activities include acquisition, exploration, development, extraction, processing, refining and reclamation. The company is organized into four operating mining segments, Guanacevi, Bolanitos, El Cubo, and El Compas, which are located in Mexico as well as Exploration and Corporate segments. Its Exploration segment consists of projects in the exploration and evaluation phases in Mexico and Chile.

Mark Reichman, Senior Research Analyst of Natural Resources, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

Recent drilling results. Endeavour recently disclosed drilling results associated with the Guanacevi and Bolanitos mines, and the Parral exploration project. Drilling programs at existing mines are intended to support reserve replacement and resource expansion, while drilling at Parral builds on an existing mineral resource estimate.


Extending the life of existing mines.  At Guanacevi, underground drilling continues to expand extensions of the El Curso and the Santa Cruz South (SCS) ore bodies. Through October, the company completed 38 holes, representing more than 14,000 meters of drilling, at Guanacevi. Since the beginning of the year, over 11,500 meters in 59 holes have been drilled at Bolanitos intersecting multiple …

This research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary.  Proper due diligence is required before making any investment decision. 

Wednesday, December 15, 2021

Coeur Mining (CDE)
Exploration Activities Offer a Gold Lining

Coeur Mining Inc is a metals producer focused on mining precious minerals in the Americas. It is involved in the discovery and mining of gold and silver and generates the vast majority of revenue from the sale of these precious metals. The operating mines of the company are palmarejo, rochester, wharf, and kensington. Its projects are located in the United States, Canada and Mexico, and North America.

Mark Reichman, Senior Research Analyst of Natural Resources, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

Exploration update. Coeur provided an update on its exploration activities at Rochester in northern Nevada and the Crown properties in southern Nevada. Through October 2021, Coeur drilled 307,925 meters at six different locations and expects full year exploration expenditures of $65 million to $75 million. In late 2021, the company turned its attention to West Rochester, specifically the Gold Ridge and Lincoln Hill zones which could be a source of future higher-grade gold resources and to provide greater optionality for processing material from the larger Rochester district. The West Rochester property includes Lincoln Hill, Independence Hill, and Gold Ridge, and is west of infrastructure under construction as part of the Rochester expansion.


Expanding the scope at Rochester.  Mapping, sampling, and geophysical surveys supported a focused drilling program over a much larger area at Rochester than undertaken previously. Through October, Coeur drilled 74 holes in the Rochester pit and NV Packard areas. Two rigs recently began drilling at Lincoln Hill and Gold Ridge. In early 2022, Coeur expects to receive approval for a 250-acre drilling …

This research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary.  Proper due diligence is required before making any investment decision. 

Friday, December 10, 2021

Great Bear Resources (GTBAF)(GBR:CA)
Great Bear Shares Rise on Acquisition Announcement; Rating Lowered to Market Perform

Noble Capital Markets research on Great Bear Resources is published under ticker symbols GTBAF and GBR:CA. The price target is in USD and based on ticker symbol GTBAF. Great Bear Resources Ltd is a gold exploration company. It explores for mineral properties in the Red Lake District in Ontario, Canada. Its property portfolio includes Great Bear’s Red Lake Properties with the flagship Dixie project, Pakwash property, and Sobel property.

Mark Reichman, Senior Research Analyst of Natural Resources, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

Kinross Gold Corporation to acquire Great Bear Resources. Great Bear announced a definitive agreement to be acquired by Kinross (TSX: K, NYSE: KGC) by way of a court-approved plan of arrangement. The transaction is expected to be completed in the first quarter of 2022, subject to approval by Great Bear shareholders, receipt of court and regulatory approvals, and satisfaction of certain closing conditions. We think the transaction is a win for both companies who have a shared vision of the potential for a multi-deposit mine complex at Dixie, including a potential high-grade open pit mine and a long-life underground mine.


Terms of the transaction.  Great Bear shareholders will have the option to receive either: 1) C$29.00 in cash, or 2) 3.8564 Kinross shares per Great Bear share, subject to pro-ration, up to aggregate maximums of 75% cash and 40% Kinross shares on a fully diluted basis. The agreement also provides contingent consideration for Great Bear shareholders based on certain milestones …

This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary.  Proper due diligence is required before making any investment decision. 

Friday, December 10, 2021

Great Bear Resources (GTBAF)(GBR:CA)
Great Bear Shares Rise on Acquisition Announcement; Rating Lowered to Market Perform

Noble Capital Markets research on Great Bear Resources is published under ticker symbols GTBAF and GBR:CA. The price target is in USD and based on ticker symbol GTBAF. Great Bear Resources Ltd is a gold exploration company. It explores for mineral properties in the Red Lake District in Ontario, Canada. Its property portfolio includes Great Bear’s Red Lake Properties with the flagship Dixie project, Pakwash property, and Sobel property.

Mark Reichman, Senior Research Analyst of Natural Resources, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

Kinross Gold Corporation to acquire Great Bear Resources. Great Bear announced a definitive agreement to be acquired by Kinross (TSX: K, NYSE: KGC) by way of a court-approved plan of arrangement. The transaction is expected to be completed in the first quarter of 2022, subject to approval by Great Bear shareholders, receipt of court and regulatory approvals, and satisfaction of certain closing conditions. We think the transaction is a win for both companies who have a shared vision of the potential for a multi-deposit mine complex at Dixie, including a potential high-grade open pit mine and a long-life underground mine.


Terms of the transaction.  Great Bear shareholders will have the option to receive either: 1) C$29.00 in cash, or 2) 3.8564 Kinross shares per Great Bear share, subject to pro-ration, up to aggregate maximums of 75% cash and 40% Kinross shares on a fully diluted basis. The agreement also provides contingent consideration for Great Bear shareholders based on certain milestones …

This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary.  Proper due diligence is required before making any investment decision. 

Thursday, December 09, 2021

Aurania Resources (AUIAF)(ARU:CA)
Moving Closer to a Discovery?

As of April 24, 2020, Noble Capital Markets research on Aurania Resources is published under ticker symbols (AUIAF and ARU:CA). The price target is in USD and based on ticker symbol AUIAF. Research reports dated prior to April 24, 2020 may not follow these guidelines and could account for a variance in the price target.

Aurania Resources Ltd. is a Canada-based junior mining exploration company engaged in the identification, evaluation, acquisition, and exploration of mineral property interests, with a focus on precious metals and copper. Its flagship asset, The Lost Cities-Cutucu Project, is in southeastern Ecuador in the Province of Morona-Santiago. The company also has several minor projects in Switzerland.

Mark Reichman, Senior Research Analyst of Natural Resources, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

Tiria-Shimpia drill results may require follow-up. Drill hole SH-004 at the Tiria-Shimpia silver-zinc target returned a high-grade intercept of 12.4% zinc, 5.4 grams of silver per tonne, 61 grams of gallium per tonne, and 9 grams of indium per tonne over 2.0 meters at a depth of 52.0 meters. The mineralized interval lies within an 8.5-meter halo of 3% zinc. Management may consider drilling deeper and below weathered sulphide mineralization to intersect higher grade zinc-silver shoots at depth.


Hole TSN1-009 at Tsenken in progress.  Drilling recently commenced at Hole TSN1-009 with a planned depth of approximately 500 meters. The target of Hole TSN1-009 is copper-silver mineralization in evaporite mineral beds within sedimentary layers. Because Hole TSN1-009 has reached 350 meters depth and penetrated numerous salt layers in the red bed, management believes there is significant potential …

This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary.  Proper due diligence is required before making any investment decision. 

Kinross to Acquire Great Bear for C$29.00 per Share, Plus a Contingent Value Right

 

• Significant premium of 40% to Great Bear’s 20-day VWAP on the TSX-V for Great Bear shareholders
• Option to select cash or Kinross common shares as consideration, subject to pro-ration
• Opportunity for continued economic participation in the future potential of the Dixie project while gaining exposure to Kinross’ diverse portfolio of high-quality operating mines, sector-leading production growth and free cash flow generation in a robust gold price environment
• Kinross has the technical, development, operating and financial capabilities to advance Dixie as a top growth priority building on and further enhancing its top tier potential
• Unanimously recommended by Great Bear’s Board of Directors
• Kinross is committed to the highest standards of ESG and will be a responsible steward for all Dixie stakeholders, continuing the long-term partnership with Wabauskang and Lac Seul First Nations
• Investor conference call at 5:00 a.m. PST (8:00 a.m. EST) on Thursday, December 9, 2021

December 8, 2021 – Vancouver, British Columbia, Canada – Great Bear Resources Ltd. (the “Company” or “Great Bear”, TSX-V: GBR; OTCQX: GTBAF) today announced that it has entered into a binding agreement (the “Arrangement Agreement”) with Kinross Gold Corporation (“Kinross”, TSX: K; NYSE: KGC) under which Kinross has agreed to acquire all of the outstanding common shares of Great Bear (the “Transaction”).

Under the terms of the Transaction, Great Bear shareholders will receive upfront consideration of approximately C$1.8 billion, representing C$29.00 per Great Bear common share on a fully diluted basis. Great Bear shareholders will be able to elect to receive the upfront consideration as either (i) C$29.00 in cash or (ii) 3.8564 Kinross shares per Great Bear share, both subject to proration. The upfront consideration will be subject to maximum aggregate cash consideration of approximately C$1.4 billion (representing 75% of the upfront consideration) or maximum aggregate shares issuable of 95.8 million¹ (representing 40% of the upfront consideration), depending on the election of Great Bear shareholders. Great Bear shareholders who do not elect cash or Kinross shares will be deemed to have elected to receive cash, subject to pro-ration. The Transaction Price represents a premium of 31% and 40% to the closing price and the volume weighted average price (“VWAP”), respectively, of Great Bear’s shares on the TSX-V for the 20 day period ending December 7, 2021.

Great Bear shareholders will also receive contingent consideration in the form of contingent value rights (“CVRs”) providing for further potential consideration equal to 0.1330 of a Kinross share per Great Bear common share which represents approximately C$58.2 million in aggregate consideration, or C$1.00 per Great Bear common share, on a partially diluted² basis (based upon the closing price of a Kinross share on the TSX as at December 7, 2021). The contingent consideration will be payable in connection with Kinross’ public announcement of commercial production at the Dixie project, provided that at least 8.5 million gold ounces of measured and indicated mineral resources have been disclosed.

On closing, the Transaction is expected to result in Great Bear shareholders owning approximately 7% of Kinross, on a fully diluted basis, assuming full take-up of the share consideration. Upon satisfaction of the payment conditions under the terms of the CVRs, Great Bear shareholders would own approximately 8% of Kinross, on a fully diluted basis (based upon the number of Kinross shares outstanding following completion of the Transaction).

Chris Taylor, President and CEO of Great Bear said: “The acquisition of Great Bear by Kinross is an outstanding opportunity for our shareholders, partners at Wabauskang and Lac Seul First Nations, and the local communities of Northern Ontario.

“The Transaction delivers a compelling premium for Great Bear’s shareholders, reflecting the top tier nature of the Dixie project, while offering beneficial exposure as Kinross shareholders to a high-quality operating portfolio and growing production base.  Kinross’ Canadian identity and headquarters in Ontario will facilitate close ties between the Company and the Dixie project’s local communities, which will help to maximize benefits to the area, including employment and training.

“As a senior gold producer, Kinross has the financial strength, technical expertise, and commitment to the highest ESG practices to advance the Dixie project at the pace and scale that this industry-leading discovery deserves.  Dixie will remain a centrepiece project that will receive significant development and exploration focus, which will continue to unlock and maximize the project’s value, while mitigating our shareholders’ exposure to the risks of a single-asset developer.”

J. Paul Rollinson, President and CEO of Kinross Gold said: “The Dixie project represents an exciting opportunity to develop a potentially top tier deposit into a large, long-life mine complex.  In addition to the prospect of developing a quality, high-grade open pit mine, we also believe that a significant portion of the asset’s value is its longer-term potential, which includes the view of a sizeable underground operation. 

“Kinross has the strong technical expertise and experience to successfully advance the project from exploration to development and unlock considerable value for our shareholders.  Our extensive due diligence reinforced the scarcity of an asset of this quality and value.  The Dixie project has multiple high-potential mineralized zones which remain open along strike and at depth, and we are confident that the asset has strong untapped upside with numerous avenues for growth.

“We are pleased to achieve our goal of adding a high-quality asset in our home jurisdiction that further bolsters our global portfolio and can potentially provide long-term tax benefits.  The Dixie project is ideally located in the renowned Red Lake mining district in Northern Ontario near established infrastructure and in a province with a low-carbon energy grid.  We look forward to building strong relationships with the Wabauskang and Lac Seul First Nations and will work with them to ensure that the project delivers sustainable benefits to their communities and respects their way of life.”

 

Details of the Transaction

The Transaction, which is not subject to a financing condition, will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require the approval of: (i) 66 2/3% of the votes cast by the holders of Great Bear’s common shares; (ii) 66 2/3% of the votes cast by holders of Great Bear common shares, restricted share units, deferred share units and options, voting together as a single class, and; (iii) “minority approval” in accordance with Multilateral Instrument 61-101, at a special meeting of Great Bear security holders to be held to consider the Transaction (the “Special Meeting”). In addition to approval by Great Bear security holders, the Transaction is also subject to the receipt of court approval, regulatory approvals including competition clearances in Canada, and other customary closing conditions for transactions of this nature. The Transaction is expected to be completed in the first quarter of 2022.

The Arrangement Agreement provides for customary deal-protection provisions, including a non-solicitation covenant on the part of Great Bear and a right for Kinross to match any Superior Proposal (as defined in the Arrangement Agreement). The Arrangement Agreement includes a termination fee of C$85 million, payable by Great Bear, under certain circumstances (including if the Arrangement Agreement is terminated in connection with Great Bear pursuing a Superior Proposal).  The directors and senior officers of Great Bear, in addition to certain securityholders, owning in aggregate approximately 20.04% of Great Bear’s voting securities have entered into voting support agreements pursuant to which they have agreed to vote all the securities they own or control in favour of the Transaction.

Great Bear Board of Directors and Special Committee Recommendations

A special committee comprised entirely of independent directors of Great Bear (the “Special Committee”) unanimously recommended the Transaction to the board of directors of Great Bear (the “Great Bear Board”).  The Great Bear Board has evaluated the Arrangement Agreement with the Company’s management and legal and financial advisors and, following the receipt and review of a unanimous recommendation from the Special Committee, the Great Bear Board has unanimously approved the Arrangement and determined that the Arrangement is in the best interest of the Company, and the Great Bear Board has resolved to recommend that the Company’s shareholders vote in favour of the Transaction, all subject to the terms and conditions contained in the Arrangement Agreement.

GenCap Mining Advisory Ltd. and CIBC World Markets Inc. have provided opinions to the Great Bear Board and BMO Capital Markets has provided an opinion to the Special Committee and Board, stating that, as of the date of such opinions and based upon and subject to various assumptions, limitations and qualifications therein, the consideration to be received by the Great Bear shareholders pursuant to the Arrangement Agreement is fair, from a financial point of view, to such holders.

Further details regarding the terms of the Transaction are set out in the Arrangement Agreement, which will be publicly filed by Great Bear under its profile at www.sedar.com.  Additional information regarding the terms of the Arrangement Agreement, the background to the Transaction, the rationale for the recommendations made by the Special Committee and the Great Bear Board and how Great Bear shareholders can participate in and vote at the Special Meeting to be held to consider the Transaction will be provided in the management information circular for the Special Meeting which will be mailed to shareholders and also filed at www.sedar.com.  Shareholders are urged to read these and other relevant materials when they become available.

Advisors and Counsel

CIBC World Markets Inc. and GenCap Mining Advisory Ltd. are acting as co-advisors to Great Bear, and Blake, Cassels & Graydon LLP is acting as Great Bear’s legal counsel. BMO Capital Markets is acting as financial advisor to the Special Committee.  Cormark Securities Inc. provided capital markets advice to Great Bear.

Webcast and Conference Call

Great Bear and Kinross will host an investor conference call and webcast to discuss the Transaction on Thursday, December 9, 2021 at 5:00 a.m. PST (8:00 a.m. EST), followed by a question-and-answer session. To access the call, please dial:

Canada & US toll-free – (833) 968-2237; Passcode: 8144017

Outside of Canada & US – (825) 312-2059; Passcode: 8144017

Replay (available up to 14 days after the call):

Canada & US toll-free – (800) 585-8367; Passcode: 8144017

Outside of Canada & US – (416) 621-4642; Passcode: 8144017

About Great Bear

Great Bear Resources Ltd. is a Vancouver-based gold exploration company focused on advancing its 100% owned Dixie project in Northwestern Ontario, Canada.  A significant exploration drill program is currently underway to define the mineralization within a large-scale, high-grade disseminated gold discovery made in 2019, the LP Fault.  Additional exploration drilling is also in progress to expand and infill nearby high-grade gold zones, as well as to test new regional targets. 

Great Bear is a committed partner to all stakeholders, with a long-term vision of sustainable exploration to advance the Dixie project in a manner that demonstrates good stewardship of land, operational excellence and accountability.

About Kinross

Kinross is a Canadian-based senior gold mining company with mines and projects in the United States, Brazil, Russia, Mauritania, Chile and Ghana.  Kinross’ focus is on delivering value based on the core principles of operational excellence, balance sheet strength, disciplined growth and responsible mining. Kinross maintains listings on the Toronto Stock Exchange (symbol: K) and the New York Stock Exchange (symbol: KGC).

Investor Contact

Cautionary note regarding forward-looking statements

This release contains certain “forward looking statements” and certain “forward-looking information” as defined under applicable Canadian and U.S. securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as “may”, “will”, “should”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. The forward-looking information contained herein is provided for the purpose of assisting readers in understanding management’s current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes.

Forward-looking statements relate to future events or future performance and reflect our expectations or beliefs regarding future events and the impacts of the ongoing and evolving COVID-19 pandemic. Forward-looking statements include, but are not limited to statements with respect to the consummation and timing of the Transaction; approval by Great Bear’s shareholders; the satisfaction of the conditions precedent to the Transaction; the strengths, characteristics and potential of the Transaction; growth potential and expectations regarding the ability to advance the project, timing, receipt and anticipated effects of court, regulatory and other consents and approvals; the impact of the Transaction on local stakeholders and other anticipated benefits of the Transaction.  By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, amongst others, risks related to failure to receive approval by Great Bear shareholders, the required court, regulatory and other consents and approvals to effect the Transaction, the potential of a third party making a superior proposal to the Transaction, the possibility that the Arrangement Agreement could be terminated under certain circumstances.

Forward-looking information are based on management of the parties’ reasonable assumptions, estimates, expectations, analyses and opinions, which are based on such management’s experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Such factors, among other things, include: impacts arising from the global disruption caused by the Covid-19 coronavirus outbreak, business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward prices of gold or certain other commodities; change in national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations pressures, cave-ins and flooding); discrepancies between actual and estimated metallurgical recoveries; inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); and title to properties.

Great Bear undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management’s best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.