Form S-1/A Bunker Hill Mining Corp.

May 23, 2022 6:23 AM EDT

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Exhibit 5.1

 

J.P. Galda & Co.

Attorneys-at-Law

40 East Montgomery Avenue, LTW 220

Ardmore, Pennsylvania 19003

Telephone: 215-815-1534

 

May 20, 2022

 

Bunker Hill Mining Corp.

82 Richmond Street East

Toronto, Ontario M5C 1P1

Canada

 

Dear Sirs/Mesdames,

 

Re: Registration on Form S-1

 

We have acted as counsel to Bunker Hill Mining Corp., a corporation incorporated under the laws of the State of Nevada (the “Corporation”), in connection with a Registration Statement on Form S-1, Commission File No. 333-264602 (the “Registration Statement”) relating to the registration with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended, of resales of shares of common stock of the Corporation, par value $0.0001 per share (the “Common Shares”), as described below, to be sold as provided in the form of Prospectus (the “Prospectus”) included as part of the Registration Statement:

 

  2,853,465 Common Shares issued in private placement transactions (the “Issued Shares”);
     
  41,634,258 Common Shares issuable Pursuant to Special Warrants (as defined in the Prospectus) (including 3,784,933 Common Shares issuable under certain penalty provisions of the Special Warrants, as described in the Prospectus) (the “Underlying Shares”);
     
  41,634,258 Common Shares issuable upon exercise of Common Stock purchase warrant component of the Special Warrants (including 3,784,933 Common Shares issuable upon exercise of common stock purchase warrants under certain penalty provisions of the Special Warrants, as described in the Prospectus) (the “Underlying Warrant Shares”); and
     
  115,109,332 Common Shares issuable pursuant to outstanding common share purchase warrants issued in private placement transactions, as described in the Prospectus (the “Warrant Shares”).

 

We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purpose of the opinions set forth below.

 

In rendering the opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto, other than the Corporation, that such parties had the requisite power and authority (corporate or otherwise) to execute deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Corporation and of public officials.

 

Based upon and subject to the foregoing, we are of the opinion that (i) the Issued Shares have been duly authorized, and are validly issued, fully paid and non-assessable and (ii) the Underlying Shares and the Underlying Warrant Shares to be issued pursuant to terms of the Special Warrants, when exercised in accordance with the terms of the Special Warrants, will be validly issued, fully paid and nonassessable; and (iii) the Warrant Shares when exercised in accordance with the terms of such warrants, will be validly issued, fully paid and nonassessable ..

 

We hereby consent to the filing of this letter as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933, as amended, or the rules and regulations of the SEC thereunder.

 

These opinions are expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law.

 

  Very truly yours
   
  /s/ Joseph P. Galda

 

 

 

 


Exhibit 23.1

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the reference to our firm under the caption “Interests of Named Experts and Counsel” and to the use of our report dated March 30, 2022 relating to the consolidated financial statements of Bunker Hill Mining Corp. in the pre-effective amendment to the Registration Statement (Form S-1) and the related Prospectus of Bunker Hill Mining Corp. dated May 23, 2022

 

May 23, 2022 /s/ MNP LLP
  Chartered Professional Accountants
Mississauga, Canada Licensed Public Accountants

 

 

 

 

 

Exhibit 23.3

 

CONSENT

 

This letter is provided in connection with the Company’s Registration Statement on Form S-1, Commission File No. 333-264602 (the “Registration Statement”).

 

I, Deepak Malhotra, hereby consent to the use of my name, in the Registration Statement, in connection with reference to my involvement in the preparation of the following technical report (the “Technical Report”):

 

Technical Report and Preliminary Economic Assessment for Underground Milling and Concentration of Lead, Zinc and Silver at the Bunker Hill Mine, December 29, 2021.

 

and to references to the Technical Report, or portions thereof, in the Registration Statement, and to the inclusion and incorporation by reference of the information derived from the Technical Report in the Registration Statement.

 

Yours truly,  
   
/s/ Deepak Malhotra  
May 23, 2022  

 

 

 

 

 

Exhibit 23.4

 

CONSENT

 

This letter is provided in connection with the Company’s Registration Statement on Form S-1 (the “Registration Statement”) to be filed by the Company with the United States Securities and Exchange Commission (the “SEC”).

 

I, Robert “Chip” Todd, hereby consent to the use of my name, in the Registration Statement, in connection with reference to my involvement in the preparation of the following technical report (the “Technical Report”):

 

Technical Report and Preliminary Economic Assessment for Underground Milling and Concentration of Lead, Zinc and Silver at the Bunker Hill Mine, December 29, 2021.

 

and to references to the Technical Report, or portions thereof, in the Registration Statement, and to the inclusion and incorporation by reference of the information derived from the Technical Report in the Registration Statement.

 

Yours truly,  
   
/s/Robert “Chip” Todd  
May 23, 2022  

 

 

 

 

Exhibit 23.5

 

CONSENT

 

This letter is provided in connection with the Company’s Registration Statement on Form S-1, Commission File No. 333-264602 (the “Registration Statement”).

 

I, Scott Wilson, hereby consent to the use of my name, in the Registration Statement, in connection with reference to my involvement in the preparation of the following technical report (the “Technical Report”):

 

Technical Report and Preliminary Economic Assessment for Underground Milling and Concentration of Lead, Zinc and Silver at the Bunker Hill Mine, December 29, 2021.

 

and to references to the Technical Report, or portions thereof, in the Registration Statement, and to the inclusion and incorporation by reference of the information derived from the Technical Report in the Registration Statement.

 

Yours truly,  
   
/s/ Scott Wilson  
April 29, 2022  

 

 

 

 

  

Exhibit 107

Calculation of Filing Fee Tables

FORM S-1

(Form Type)

 

BUNKER HILL MINING CORP.

Table 1: Newly Registered and Carry Forward Securities

 

    Security
Type
  Security
Class
Title
  Fee
Calculation
or Carry
Forward
Rule
    Amount
Registered
    Proposed
Maximum
Offering
Price Per
Unit
    Maximum
Aggregate
Offering
Price(1)
    Fee
Rate
    Amount of
Registration
Fee
 
 
Newly Registered Securities
                                             
Fees to Be
Paid
  d   Shares of Common Stock, par value $0.0001 per share (“Common Stock”) (2)     457 (c)     20,510,102     $ .2152     $ 4,413,774       0.0000927     $ 409.16  
                                                         
Fees to Be
Paid
  d   Shares of Common Stock (3)     457 (c)     41,634,258     $ .2152     $ 8,959,692       —0.0000927     $ 830.56  
                                                         
Fees to Be
Paid
  d   Shares of Common Stock (4)     457 (c)     41,634,258     $ .2152     $ 8,959,692       0.0000927     $ 830.56  
                                                         
Fees to Be
Paid
  d   Shares of Common Stock (5)     457 (c)      1,471,664     $ .2152      $ 316,702       0.0000927     $ 29.36  
                                                         
Carry Forward Securities                                                        
                                                         
Carry
Forward
Securities
                                                       
                                                         
    Total Offering Amounts             $ 2,099.64                  
                                                         
    Total Fees Previously Paid              $ 2,070.38                  
                                                         
    Total Fee Offsets                                
                                                         
    Net Fee Due              $ 29.36                  

 

 
 

 

Table 3: Combined Prospectuses

 

Security
Type
  Security
Class
Title
  Amount of Securities Previously Registered     Maximum Aggregate Offering Price of Securities Previously Registered     Form Type   File Number   Initial Effective Date
                             
d   Shares of Common Stock (5)     105,278,246     $ 35,794,604     S-1   333-249682   12-28-2020
d   Shares of Common Stock (5)     19,994,080     $ 3,922,839     S-1   333-261259   2-9-2022

 

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).
(2) Represents shares of Common Stock issued in private placements registered for resale pursuant to the Registration Statement.
(3) Represents 41,634,258 Common Shares issuable Pursuant to Special Warrants (as defined in the Prospectus) (including 3,784,933 Common Shares issuable under certain penalty provisions of the Special Warrants
(4) Represents 41,634,258 Common Shares issuable upon exercise of Common Stock purchase warrant component of the Special Warrants (including 3,784,933 Common Shares issuable upon exercise of common stock purchase warrants under certain penalty provisions of the Special Warrants
(5) Represents shares issuable upon exercise of common stock purchase warrants issued in private placement transactions
   

 

 



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