Bunker Hill Adopts Amended and Restated By-Laws
KELLOGG, Idaho and VANCOUVER, British Columbia, Aug. 10, 2026 (GLOBE NEWSWIRE) -- Bunker Hill Mining Corp. (“Bunker Hill” or the “Company”) (TSX:BNKR | OTCQB:BHLL) announces that, on August 1, 2026, its board of directors (the “Board”) approved an amendment and restatement of the Company’s by-laws (the “Amended and Restated By-laws”), which became effective immediately upon adoption. The Amended and Restated By-laws supersede and replace the Company’s prior by-laws in full and remain subject to the approval of the Toronto Stock Exchange (the “TSX”).
The Amended and Restated By-laws amend the prior by-laws to, among other things:
| (a) | establish notice procedures for stockholder proposals for business at the Company’s annual and special stockholder meetings, pursuant to which stockholders must submit a notice to the Board within the prescribed time periods and with the required information as set forth in Section 2.5 of the Amended and Restated By-laws; |
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| (b) | provide that, in the case of an annual meeting, written notice of a proposal of a stockholder matter must be received by the Board by the close of business on a date that is not less than 90 days nor more than 120 days before the first anniversary of the date on which the Company held its annual meeting of stockholders in the immediately preceding year, subject to certain exceptions in the event of (i) an annual meeting of stockholders that is called for a date which is not within 30 days before or after the first anniversary date of the annual meeting of stockholders in the immediately preceding year, or (ii) the Company not having held an annual meeting of stockholders in the prior year; |
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| (c) | provide that, in the case of a special meeting of stockholders, any written notice of a proposal of a stockholder matter must be received by the Board by the close of business at the Company’s principal offices on a date that is not more than the later of (i) 60 days prior to the date of the special meeting, or (ii) 10 days after the date of the public announcement by the Company that a special meeting of stockholders will be held; |
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| (d) | modify the notice procedures for nominating a person to stand for election as a director of the Company, including: |
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| i. | to provide that, in the case of an annual meeting, notice of nomination must be received by the close of business on a date that is not less than 60 nor more than 120 days prior to the anniversary of the date on which the Company held its annual meeting of stockholders in the immediately preceding year; subject to certain exceptions in the event of (A) an annual meeting of stockholders that is called for a date which is not within 30 days before or after the first anniversary date of the annual meeting of stockholders in the immediately preceding year, or (B) the Company not having held an annual meeting of stockholders in the prior year; and | |
| ii. | to provide that, in the case of a special meeting of stockholders, notice must be received by the close of business on a date that is not more than the later of (A) 60 days prior to the date of the special meeting, or (B) 10 days after the date of the public announcement by the Company of the meeting date; | |
| (e) | add provisions regarding the universal proxy requirements under Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); |
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| (f) | require a nominating stockholder to provide specified information regarding the proposed nominee and the nominating stockholder, together with reasonable evidence of compliance with Rule 14a-19(a)(3) of the Exchange Act, in advance of the applicable stockholder meeting; |
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| (g) | increase the quorum requirements for meetings of the stockholders from two stockholders, represented in person or by proxy, representing at least 5% of the issued stock entitled to vote at the meeting, to stockholders, represented in person or by proxy, representing at least 33 1/3% of the issued stock entitled to vote at the meeting; |
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| (h) | modify the voting requirements for actions taken by stockholders at a meeting of the stockholders such that, in the election of directors, a plurality of the votes present at the meeting shall elect a director; |
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| (i) | remove certain rights of dissent for certain stockholder matters beyond those set forth in the Nevada Revised Statutes; and |
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| (j) | make certain other conforming and clarifying revisions. |
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In accordance with the Company’s governing corporate statute, the Amended and Restated By-laws do not require stockholder approval. The Amended and Restated By-laws remain subject to the approval of the TSX.
The full text of the Amended and Restated By-laws will be available under the Company’s profile on www.sedarplus.ca.
ABOUT BUNKER HILL MINING CORP.
Bunker Hill Mining Corp. is a U.S.-based mining company focused on the restart and operation of its flagship asset, the historic Bunker Hill Mine in northern Idaho's prolific Silver Valley. One of North America's most storied mining districts, the Bunker Hill Mine is being redeveloped as a modern producer of zinc, lead and silver concentrates through responsible mining practices and a disciplined approach to operational execution.
The Company's strategy is centered on creating long-term value through the efficient restart, optimization and expansion of this high-quality asset while maintaining strong environmental stewardship, safety performance and community engagement. Bunker Hill is committed to delivering sustainable growth and maximizing shareholder returns by successfully redeveloping a cornerstone mining operation in the United States.
Additional information is available at www.bunkerhillmining.com and on SEDAR+ and EDGAR.
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
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 U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, as well as within the meaning of the phrase ‘forward- looking information’ in the Canadian Securities Administrators’ National Instrument 51-102 – Continuous Disclosure Obligations (collectively, “forward-looking statements”). Forward-looking statements are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, “plan” or variations of such words and phrases.
Forward-looking statements in this news release include, but are not limited to, statements regarding: the Company’s objectives, goals or future plans, including the ramp up of the Bunker Hill Mine and the anticipated timing thereof; TSX approval of the Amended and Restated By-laws; and the achievement of future short-term, medium-term and long-term operational strategies. Forward- looking statements reflect material expectations and assumptions, including, without limitation, expectations and assumptions relating to: Bunker Hill’s ability to develop future mining plans and strategies and whether such plans will be developed in the near term; Bunker Hill’s ability to receive sufficient project financing for the ramp-up of the Bunker Hill Mine on acceptable terms or at all; the future price of metals; and the stability of the financial and capital markets. Factors that could cause actual results to differ materially from such forward-looking statements include, but are not limited to, those risks and uncertainties identified in public filings made by Bunker Hill with the U.S. Securities and Exchange Commission (the “SEC”) and with applicable Canadian securities regulatory authorities, and the following: the Company’s inability to raise additional capital for project activities, including through equity financings, concentrate offtake financings or otherwise; capital market conditions; restrictions on labor and its effects on international travel and supply chains; failure to identify mineral resources; failure to convert estimated mineral resources to reserves; the preliminary nature of metallurgical test results; the Company’s ability to ramp-up the Bunker Hill Mine towards commercial production 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; and capital, operating and reclamation costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements in this news release are reasonable, undue reliance should not be placed on such statements or 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, including as to whether or when the Company will achieve its project finance initiatives, or as to the actual size or terms of those financing initiatives. 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 of the information contained herein.
Readers are cautioned that the foregoing risks and uncertainties are not exhaustive. Additional information on these and other risk factors that could affect the Company’s operations or financial results are included in the Company’s annual report and may be accessed through the SEDAR+ website (www.sedarplus.ca) or through EDGAR on the SEC website (www.sec.gov).
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