Bunker Hill Announces Closing of C$33,752,300 Brokered Life Offering, Concurrent Non-Brokered Private Placement and Warrant Exercise
Bunker Hill Mining Corp. (TSX-V: BNKR) (OTCQB: BHLL), is pleased to announce that it has closed its previously announced “best efforts” private placement offering of units of the Company. The Company issued 150,808,332 LIFE Units (approximately 4,308,809 LIFE Units on a post-consolidated basis1) at a price of C$0.18 per LIFE Unit (C$6.30 on a post-consolidated basis1) for gross proceeds of C$27,145,500, which included the full exercise of the agents’ overallotment option.
The Company also issued 8,926,668 additional LIFE Units (approximately 255,048 LIFE Units on a post-consolidated basis1) at a price of C$0.18 per LIFE Unit (C$6.30 on a post-consolidated basis1) for gross proceeds of C$1,606,800 under a concurrent private placement, on a non-brokered basis.
Concurrently with the Offering, a cornerstone investor exercised existing common share purchase warrants at C$0.17 per warrant (C$5.95 on a post-consolidated basis1) for additional proceeds to the Company of C$5,000,000, resulting in aggregate gross proceeds of C$33,752,300 to the Company from the Brokered Offering, the Non-Brokered Offering, and the Warrant Exercise.
Each LIFE Unit consists of one share of common stock of the Company and one common share purchase warrant of the Company. Each Warrant entitles the holder thereof to purchase one additional Common Share at an exercise price of C$0.30 per share (C$10.50 on a post-consolidated basis1,2) for a period of 36 months from issuance.
The Offering was completed by a lead agent and sole bookrunner, on its own behalf and on behalf of a syndicate of agents. A finder assisted in respect of the Brokered Offering.
The Company intends to use the net proceeds of the Offering to provide working capital for the ramp-up of the Bunker Hill Mine to commercial production, for exploration and for general corporate purposes.
The Offering was completed on a prospectus-exempt basis pursuant to the ‘listed issuer financing exemption’ under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as modified by Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption of the Canadian Securities Administrators.
In connection with the closing of the Brokered Offering, the Company paid to the Agents aggregate cash fees in the amount of C$1,579,290 and issued to the Agents an aggregate of 8,782,833 non-transferrable compensation options, representing: (i) 6.0% of the gross proceeds of the Brokered Offering, other than the gross proceeds raised from certain sales pursuant to a president’s list; and (ii) 3.0% of the gross proceeds raised from President’s List Sales (in each case, less any amount of cash fees and Compensation Options issued to the Finder). Each Compensation Option is exercisable to acquire one Common Share at a price of C$0.18 (C$6.30 on a post-consolidated basis1,3) per share for a period of 24 months from issuance.
The Company paid to the Finder a cash fee of C$47,820, representing: 3.0% of the gross proceeds of the Brokered Offering from subscribers introduced by the Finder to the Company; and issued to certain principals of the Finder an aggregate of 256,667 Compensation Options representing 3.0% of the LIFE Units sold under the Brokered Offering to the Introduced Subscribers. The purchase of LIFE Units by certain insiders of the Company constituted a “related party transaction” within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company has relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation. Insider participation accounted for an aggregate of 300,000 LIFE Units (approximately 8,571 on a post-consolidated basis) sold under the Offering.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been registered under the United States Securities Act of 1933, or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
The LIFE Units issued are not subject to a statutory hold period under applicable Canadian securities laws, in accordance with the Listed Issuer Financing Exemption. The LIFE Units are subject to a minimum six-month hold period in accordance with applicable U.S. securities laws. The Company has agreed to file within five business days, a registration statement to register the resale of the LIFE Units and to use commercially reasonable efforts to have the registration statement declared effective by the U.S. Securities and Exchange Commission within 60 days after the initial filing date of the registration statement.
On behalf of Bunker Hill Mining Corp.
Sam Ash
President and Chief Executive Officer
For additional information, please contact:
Brenda Dayton
Vice President, Investor Relations
T: 604.417.7952
E: brenda.dayton@bunkerhillmining.com
