UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The board of directors (the “Board”) of Bunker Hill Mining Corp. (the “Company”) approved, and stockholders representing approximately 53.4% of the Company’s outstanding voting power approved by written consent, an increase in the authorized shares of the Company’s common stock, par value US$0.000001 (“Common Stock”), from 2,500,000,000 to 3,500,000,000 (the “Authorized Share Increase”).
On December 11, 2025, the Company filed a Certificate of Amendment to its Second Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada in accordance with Nevada Revised Statutes 78.385 and 78.390 to effect the Authorized Share Increase. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On December 12, 2025, the Company issued a news release regarding the Authorized Share Increase, among other matters. A copy of the news release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information set forth in this Item 7.01, including the information set forth in Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment, effective as of December 11, 2025 | |
| 99.1 | Press Release, dated as of December 12, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BUNKER HILL MINING CORP. | ||
| Dated: December 12, 2025 | By: | /s/ Sam Ash |
| Name: | Sam Ash | |
| Title: | President and CEO | |