Exhibit 99.5
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The
following unaudited pro forma condensed combined financial information (“Unaudited Pro Forma Financial Information”) has
been prepared based on the historical
The
unaudited pro forma condensed combined statements of loss for the year ended December 31, 2025 combines the historical audited consolidated
statements of loss of Bunker Hill for the year ended December 31, 2025, with the historical unaudited consolidated
The
unaudited pro forma condensed combined statements of income (loss) for the six months ended June 30, 2026 combines the historical unaudited
The
unaudited pro forma condensed combined balance sheet as of June 30, 2026 combines the historical unaudited
The
Unaudited Pro Forma Financial Information has been prepared
| ● | the accompanying notes to the Unaudited Pro Forma Financial Information; | |
| ● | the historical audited consolidated financial statements of Bunker Hill for the year ended December 31, 2025, included in Bunker Hill’s annual report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 6, 2026 and on SEDAR+ on March 16, 2026; | |
| ● | the historical unaudited condensed consolidated financial statements of Bunker Hill for the three and six months ended June 30, 2026, included in Bunker Hill’s quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC and on SEDAR+ on July 31, 2026; | |
| ● | the
historical audited consolidated financial statements of Silver47 for the year ended July
31, 2025, included in Bunker Hill’s current report on Form 8-K filed with the SEC and
on | |
| ● | the
historical unaudited consolidated financial statements of Silver47 for the three and nine
months period ended April 30, 2026, included in Bunker Hill’s current report on Form
8-K filed with the SEC and on | |
| ● | the
historical audited consolidated financial statements of Summa for the year ended August 31,
2024, included in Bunker Hill’s current report on Form 8-K filed with the SEC and on
| |
| ● | the
historical unaudited consolidated financial statements of Summa for the three and nine months
ended May 31, 2025, included in Bunker Hill’s current report on Form 8-K filed with
the SEC and on | |
| ● | other information relating to Bunker Hill and Silver47 contained in or incorporated by reference into this document. |
The
Unaudited Pro Forma Financial Information is presented using the
The Unaudited Pro Forma Financial Information is presented for informational purposes only. The information has been prepared in accordance with Article 11 of Regulation S-X of the SEC as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” using the assumptions set forth in the notes to the Unaudited Pro Forma Financial Information. The information has been adjusted to include estimated Transaction accounting adjustments, which reflect the application of the accounting required by accounting principles generally accepted in the U.S. (“U.S. GAAP”).
The Unaudited Pro Forma Financial Information is not necessarily indicative of the financial position and results of operations that actually would have been achieved had the Transaction occurred as of the dates indicated herein, nor does it purport to project the future financial position and operating results of the Combined Company, defined herein. The Unaudited Pro Forma Financial Information also does not reflect the costs of any integration activities or cost savings or synergies expected to be achieved as a result of the Transaction and, accordingly, does not attempt to predict or suggest future results.
Bunker Hill Mining Corp.
Unaudited Pro Forma Condensed Combined Balance Sheet
(Expressed in U.S. Dollars)
As at June 30, 2026
Historical Bunker Hill
As of June 30, 2026 | Reclassified Historical Silver47
As of April 30, 2026
(Note 5) | Transaction Accounting Adjustments
(Note 6) | Note | Pro Forma Combined | ||||||||||||||||
| ASSETS | ||||||||||||||||||||
| Current assets | ||||||||||||||||||||
| Cash | $ | 6,657,131 | $ | 35,966,010 | $ | - | $ | 42,623,141 | ||||||||||||
| Restricted cash | 2,975,000 | - | - | 2,975,000 | ||||||||||||||||
| Accounts receivable and prepaid expenses | 629,351 | 2,382,434 | - | 3,011,785 | ||||||||||||||||
| Inventory | 939,688 | - | - | 939,688 | ||||||||||||||||
| Total current assets | 11,201,170 | 38,348,444 | - | 49,549,614 | ||||||||||||||||
| Non-current assets | ||||||||||||||||||||
| Long term restricted cash | - | 158,700 | - | 158,700 | ||||||||||||||||
| Long term deposit | 1,406,480 | - | - | 1,406,480 | ||||||||||||||||
| Right-of-use asset | 3,098,501 | - | - | 3,098,501 | ||||||||||||||||
| Land | 3,249,488 | - | - | 3,249,488 | ||||||||||||||||
| Plant and equipment | 124,881,165 | 120,631 | - | 125,001,796 | ||||||||||||||||
| Mineral properties and rights | 30,681,446 | - | - | 30,681,446 | ||||||||||||||||
| Exploration and evaluation assets | - | 54,899,046 | 6(a), 6(b) | |||||||||||||||||
| Total assets | $ | 174,518,250 | $ | 93,526,821 | $ | $ | ||||||||||||||
| DEFICIENCY AND LIABILITIES | ||||||||||||||||||||
| Current liabilities | ||||||||||||||||||||
| Accounts payable | $ | 7,990,188 | $ | 1,208,751 | $ | - | $ | 9,198,939 | ||||||||||||
| Accrued liabilities | 2,848,329 | - | 6(b) | |||||||||||||||||
| Current portion of lease liability | 601,924 | - | - | 601,924 | ||||||||||||||||
| Deferred share units liability | 811,377 | - | - | 811,377 | ||||||||||||||||
| Share-based payment liabilities | - | 79,517 | (79,517 | ) | 6(c) | - | ||||||||||||||
| Environment protection agency cost recovery payable | 6,000,000 | - | - | 6,000,000 | ||||||||||||||||
| Current portion of Silver Loan | 1,624,625 | - | - | 1,624,625 | ||||||||||||||||
| Interest payable | 1,780,416 | - | - | 1,780,416 | ||||||||||||||||
| Current income tax payable | 1,330,143 | - | - | 1,330,143 | ||||||||||||||||
| Total current liabilities | 22,987,002 | 1,288,268 | ||||||||||||||||||
| Non-current liabilities | ||||||||||||||||||||
| Lease liability | 1,430,684 | - | - | 1,430,684 | ||||||||||||||||
| Series 1 convertible debenture | 4,560,273 | - | - | 4,560,273 | ||||||||||||||||
| Series 2 convertible debenture | 9,522,815 | - | - | 9,522,815 | ||||||||||||||||
| Series 3 convertible debenture | 2,518,765 | - | - | 2,518,765 | ||||||||||||||||
| Silver Loan | 69,989,396 | - | - | 69,989,396 | ||||||||||||||||
| Sprott Debt Facility | 14,840,344 | - | - | 14,840,344 | ||||||||||||||||
| Environment protection agency cost recovery liability, net of discount | 5,023,426 | - | - | 5,023,426 | ||||||||||||||||
| Derivative warrant liability | 32,622,414 | - | 6(d) | |||||||||||||||||
| Total liabilities | 163,495,119 | 1,288,268 | ||||||||||||||||||
| Shareholders’ equity | ||||||||||||||||||||
| Preferred shares(1) | - | - | - | - | ||||||||||||||||
| Common stock(2) | 1,551 | - | 6(e) | |||||||||||||||||
| Additional paid-in-capital | 175,636,872 | 120,960,685 | 6(e) | |||||||||||||||||
| Accumulated other comprehensive income (loss) | 569,488 | (484,088 | ) | 484,088 | 6(e) | 569,488 | ||||||||||||||
| Accumulated deficit | (165,184,780 | ) | (28,238,044 | ) | 28,738,044 | 6(e) | (164,684,780 | ) | ||||||||||||
| Total shareholders’ equity | 11,023,131 | 92,238,553 | ||||||||||||||||||
| Total shareholders’ equity and liabilities | $ | 174,518,250 | $ | 93,526,821 | $ | $ | ||||||||||||||
| (1) | Bunker Hill’s shares of preferred stock have $0.000001 par value, 285,715 shares of preferred stock authorized; nil shares of preferred stock issued and outstanding as of June 30, 2026. Silver47 has nil preferred shares authorized.
|
| (2) | Bunker Hill’s shares of common stock have $0.000001 par value, 100,000,000 shares of common stock authorized; 46,685,293 shares of common stock issued and outstanding as of June 30, 2026. Silver47’s common shares have no par value, unlimited number of common shares authorized; 208,658,355 common shares issued and outstanding as of April 30, 2026. |
See accompanying notes to Unaudited Pro Forma Combined Financial Information.
Bunker Hill Mining Corp.
Unaudited Pro Forma Condensed Combined Statements of Income (Loss)
(Expressed in U.S. Dollars, except for shares and per share amounts)
For the Six Months Ended June 30, 2026
Historical
Bunker Hill
For the Six Months Ended June 30, 2026 | Reclassified Historical Silver47 for the Six Months Ended
April 30, 2026
(Note 5) | Transaction Accounting Adjustments
(Note 6) | Note | Pro Forma
Combined | ||||||||||||||
| Operating expenses | $ | (8,403,331 | ) | $ | (8,950,448 | ) | $ | 500,000 | 6(b) | $ | (16,853,779 | ) | ||||||
| Other items | ||||||||||||||||||
| Interest income | 265,257 | 333,720 | - | 598,977 | ||||||||||||||
| Change in derivative liability | 43,580,366 | - | - | 43,580,366 | ||||||||||||||
| Gain on fair value of silver loan | 6,213,354 | - | - | 6,213,354 | ||||||||||||||
| Interest expense | (2,125,144 | ) | - | - | (2,125,144 | ) | ||||||||||||
| Financing costs | (725,795 | ) | - | - | (725,795 | ) | ||||||||||||
| Gain on debt settlement | 9,800 | - | - | 9,800 | ||||||||||||||
| Loss on debt settlement | (29,149 | ) | - | - | (29,149 | ) | ||||||||||||
| Loss on foreign exchange | (91,259 | ) | (9,674 | ) | - | (100,933 | ) | |||||||||||
| Income (loss) for the period pre tax | $ | 38,694,099 | $ | (8,626,402 | ) | $ | 500,000 | $ | 30,567,697 | |||||||||
| Current tax expense | (380,143 | ) | - | - | (380,143 | ) | ||||||||||||
| Income (loss) for the period | $ | 38,313,956 | $ | (8,626,402 | ) | $ | 500,000 | $ | 30,187,554 | |||||||||
| Net income per common share – basic | $ | 0.87 | 6(f) | $ | 0.38 | |||||||||||||
| Net income per common share – fully diluted | $ | 0.81 | 6(f) | $ | ||||||||||||||
| Weighted average common shares – basic | 44,228,069 | 6(f) | 80,398,454 | |||||||||||||||
| Weighted average common shares – fully diluted | 49,456,551 | 6(f) | 85,225,947 | |||||||||||||||
See accompanying notes to Unaudited Pro Forma Combined Financial Information.
Bunker Hill Mining Corp.
Unaudited Pro Forma Condensed Combined Statements of Loss
(Expressed in U.S. Dollars, except for shares and per share amounts)
For the Year Ended December 31, 2025
| Historical | Reclassified Historical Silver47 Adjusted for Summa | Transaction Accounting Adjustments | Pro Forma | |||||||||||||||
| Bunker Hill | (Note 5) | (Note 6) | Note | Combined | ||||||||||||||
| Operating expenses | $ | (13,595,412 | ) | $ | (22,063,229 | ) | $ | - | $ | (35,658,641 | ) | |||||||
| Other items | ||||||||||||||||||
| Interest income | 363,818 | 252,773 | - | 616,591 | ||||||||||||||
| Change in derivative liability | (42,593,254 | ) | - | - | (42,593,254 | ) | ||||||||||||
| Gain on fair value of debentures | 1,002,763 | - | - | 1,002,763 | ||||||||||||||
| Loss on fair value of silver loan | (49,386,219 | ) | - | - | (49,386,219 | ) | ||||||||||||
| Interest expense | (7,383,987 | ) | - | - | (7,383,987 | ) | ||||||||||||
| Financing costs | (3,414,423 | ) | - | - | (3,414,423 | ) | ||||||||||||
| Gain on revaluation of stream debenture | 4,149,606 | - | - | 4,149,606 | ||||||||||||||
| Gain on debt modification | 468,878 | - | - | 468,878 | ||||||||||||||
| Gain on debt settlement | 29,791,130 | - | - | 29,791,130 | ||||||||||||||
| Loss on debt modification | (2,155,718 | ) | - | - | (2,155,718 | ) | ||||||||||||
| Loss on debt settlement | (3,449,557 | ) | - | - | (3,449,557 | ) | ||||||||||||
| Loss on issuance of warrants | (6,469,023 | ) | - | - | (6,469,023 | ) | ||||||||||||
| Loss on sale of equipment | (40,000 | ) | - | - | (40,000 | ) | ||||||||||||
| Loss on foreign exchange | (171,862 | ) | (82,188 | ) | - | (254,050 | ) | |||||||||||
| Other income | - | 46,354 | - | 46,354 | ||||||||||||||
| Bad debt expense | (248,755 | ) | - | - | (248,755 | ) | ||||||||||||
| Loss for the year pre tax | $ | (93,132,015 | ) | $ | (21,846,290 | ) | $ | - | $ | (114,978,305 | ) | |||||||
| Current tax expense | - | - | - | - | ||||||||||||||
| Loss for the year | $ | (93,132,015 | ) | $ | (21,846,290 | ) | $ | - | $ | (114,978,305 | ) | |||||||
| Net loss per common share – basic | $ | (4.09 | ) | 6(f) | $ | (1.95 | ) | |||||||||||
| Net loss per common share – fully diluted | $ | (4.09 | ) | 6(f) | $ | (1.95 | ) | |||||||||||
| Weighted average common shares – basic | 22,747,234 | 6(f) | 58,917,619 | |||||||||||||||
| Weighted average common shares – fully diluted | 22,747,234 | 6(f) | 58,917,619 | |||||||||||||||
See accompanying notes to Unaudited Pro Forma Combined Financial Information.
Notes to Unaudited Pro Forma Combined Financial Information
(Expressed in U.S. Dollars)
1. Description of the Transaction
On
August 20, 2026, the Company entered into an arrangement agreement (the “Arrangement Agreement”), whereby the Company agreed
to acquire all of the issued and outstanding shares of Silver47 by way of a plan of arrangement under the Business Corporations Act
(British Columbia) (the “Transaction”). Under the terms of the Arrangement Agreement, Silver47 shareholders will receive
0.1724 shares of Bunker Hill common stock for each Silver47 common share (the “Exchange Ratio”)
2. Basis of Presentation
The Unaudited Pro Forma Combined Financial Information has been prepared in accordance with Article 11 of Regulation S-X, as amended by Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” using the assumptions set forth in these notes.
Bunker Hill and Silver47 prepare their consolidated financial statements with a fiscal year end of December 31 and July 31, respectively. In accordance with applicable SEC rules, if the fiscal year end of an acquired entity differs from the acquirer’s fiscal year end by more than 93 days, the acquired entity’s income statement must be brought up within 93 days of the acquirer’s fiscal year end. The Unaudited Pro Forma Combined Financial Information was prepared in accordance with the 93 day interval threshold as explained below, with adjustments made to the historical financial information of Silver47 to align the reporting periods with Bunker Hill’s fiscal year end, where applicable.
The
unaudited pro forma
| ● | the
historical unaudited condensed interim consolidated balance | |
| ● | the
historical unaudited condensed interim consolidated |
The unaudited pro forma condensed combined statements of income (loss) for the six months ended June 30, 2026 was prepared using:
| ● | the
historical unaudited | |
| ● | the
historical financial information of Silver47 for the six month period ended April 30,
2026, derived from Silver47’s unaudited consolidated financial statements for the nine
months ended April 30, 2026, less the unaudited consolidated financial statements for the
three |
The unaudited pro forma condensed combined statements of loss for the year ended December 31, 2025 was prepared using:
| ● | the
historical audited consolidated | |
| ● | the historical financial information of Silver47 adjusted for Summa (as described in Note 7) for the twelve-month period ended December 31, 2025, derived from Silver47’s audited consolidated financial statements for the year ended July 31, 2025 and subsequent unaudited interim financial information, with adjustments to conform the reporting period to Bunker Hill’s December 31 fiscal year end. |
The
above constructed unaudited pro forma condensed combined statements of loss for the year ended December 31, 2025 of Silver47 was prepared
for the purpose of preparing the Unaudited Pro Forma Combined Financial Information and does not conform with the audited consolidated
financial statements for the year ended July 31, 2025 of
The
historical unaudited consolidated financial statements of Bunker Hill are prepared in accordance with U.S. GAAP and are reported in U.S.
dollars
The
Transaction will be accounted for using the
Silver47’s historical financial information has been translated into USD for the purposes of the Unaudited Pro Forma Financial Information to align Silver47’s presentation currency to Bunker Hill’s presentation currency. Assets and liabilities have been translated into USD using the applicable exchange rate as of the balance sheet date. Revenues and expenses have been translated using the average exchange rates for the periods presented.
At the date of this filing, management is not aware of any material differences and therefore no adjustments have been made to reflect Silver47’s historical audited consolidated financial statements on a U.S. GAAP basis for purposes of the Unaudited Pro Forma Financial Information and to align Silver47’s historical significant accounting policies under IFRS to Bunker Hill’s significant accounting policies under U.S. GAAP. As of the date of this filing, Bunker Hill has not identified all adjustments necessary to convert Silver47’s historical audited financial statements prepared in accordance with IFRS to U.S. GAAP and to conform Silver47’s accounting policies to Bunker Hill’s accounting policies.
A final determination of the fair value of Silver47’s assets and liabilities, including property and equipment, and exploration and evaluation assets, will be based on the actual property and equipment, and exploration and evaluation assets of Silver47 that exist as of the closing date of the Transaction and therefore cannot be made prior to the consummation of the Transaction. Bunker Hill has estimated the fair value of Silver47 assets and liabilities based on discussions with Silver47’s management, preliminary valuation studies, due diligence and information presented in Silver47’s filings with the Canadian securities authorities. A final determination of fair value of Silver47’s assets and liabilities has not been finalized as of the date of filing. Any increases or decreases in the fair value of assets acquired and liabilities assumed upon completion of the final valuations will result in adjustments to the unaudited pro forma combined balance sheet and unaudited pro forma statements of income (loss). In addition, the value of the purchase consideration to be paid by Bunker Hill upon the consummation of the Transaction will be determined based on the closing price of Bunker Hill’s common stock on the Transaction date. The final purchase price allocation may be materially different than that reflected in the pro forma purchase price allocation presented herein.
The unaudited pro forma consolidated financial statements are presented for illustrative purposes only and do not necessarily reflect what the Combined Company’s financial condition would have been had the Transaction occurred on the date indicated. They also may not be useful in predicting the future financial condition and results of the operations of the Combined Company. The actual financial position and results of operations of Bunker Hill may differ significantly from the pro forma amounts reflected in the unaudited pro forma consolidated financial statements due to a variety of factors.
The
unaudited pro forma information and adjustments are based upon current available information and certain assumptions that Bunker Hill
believes are reasonable in the circumstances, as described in the notes to the unaudited pro forma consolidated financial statements.
The actual adjustments to the consolidated financial statements of Bunker Hill in connection with the closing of the
Estimated Purchase Price
The total preliminary estimated purchase price consists of the following:
| Share consideration | ||||||||
| Bunker Hill common stock to be issued to Silver47 shareholders(1) | 36,139,353 | |||||||
| Bunker Hill common stock to be issued for outstanding RSUs(2) | 31,032 | |||||||
| Total Bunker Hill common stock to be issued | 36,170,385 | |||||||
| Bunker Hill share price(3) | $ | |||||||
| Preliminary share consideration | $ | |||||||
| Fair value of Replacement Options(4) | ||||||||
| Fair value of Replacement Warrants(5) | ||||||||
| Transaction costs (6) | ||||||||
| Total Preliminary Purchase Consideration | $ |
| (1) | Common shares of Silver47 in the amount of 209,625,021 issued and outstanding as of August 20, 2026, multiplied by the Exchange Ratio. |
| (2) | Restricted share units (“RSUs”) of Silver47 in the amount of 180,000 outstanding as of August 20, 2026, multiplied by the Exchange Ratio. |
| (3) | The
Company’s share price of |
| (4) | Each
Silver47 option outstanding immediately prior to the closing of the Transaction, whether vested or unvested, will be exchanged for
an option (each a “Replacement Option”) to acquire shares of Bunker Hill common stock. The number of Bunker Hill shares
of which each Replacement Option is exercisable was determined by multiplying the number of Silver47 shares subject to the Silver47
option immediately prior to the Transaction by the Exchange Ratio. The exercise price of the Replacement Options was determined by
dividing the original exercise price of Silver47 options by the Exchange Ratio. The fair value of the Replacement Options was determined
using the Black-Scholes option pricing model which used the assumptions of Bunker Hill share price of |
| (5) | Each
Silver47 warrant outstanding immediately prior to the closing of the Transaction, whether vested or unvested, will be exchanged for
a warrant (each a “Replacement Warrant”) to acquire shares of Bunker Hill common stock. The number of Bunker Hill shares
for which each Replacement Warrant is exercisable was determined by multiplying the number of |
| (6) | Represents expected costs to be incurred as part of the Transaction. |
Preliminary Purchase Price Allocation
For the purposes of the Unaudited Pro Forma Financial Information, the table below summarizes the preliminary allocation of purchase price to the estimated fair value assets acquired and liabilities assumed of Silver47 as if the Transaction had occurred on June 30, 2026. The estimated fair value of the assets acquired and liabilities assumed of Silver47 are substantially the same as their respective carrying amounts as at April 30, 2026:
| Cash and cash equivalents | $ | 35,966,010 | ||
| Tax and other receivables | 135,674 | |||
| Prepaid expenses | 2,246,760 | |||
| Restricted cash | 158,700 | |||
| Property and equipment | 120,631 | |||
| Exploration and evaluation assets | ||||
| Total assets | $ | |||
| Accounts payable and accrued liabilities | 1,208,751 | |||
| Total liabilities | $ | 1,208,751 | ||
| Total assets acquired and liabilities assumed, net | $ |
3. IFRS to U.S. GAAP Conversion and Accounting Policy Alignment Adjustments
IFRS
differs in certain material respects from U.S. GAAP. Bunker Hill’s management performed a preliminary analysis of Silver47’s
historical financial information to identify differences between IFRS and U.S. GAAP. There were no material differences identified on
Silver47’s consolidated
4. Foreign Currency Translation
Silver47’s historical financial information and pro forma adjustments have been translated from its reporting currency of CAD to be presented in Bunker Hill’s reporting currency of USD using the following exchange rates:
| CAD/USD | ||||
| Unaudited pro forma condensed combined balance sheet – spot rate at April 30, 2026 | 0.7340 | |||
| Unaudited pro forma condensed combined statements of income (loss) – average exchange rate for the six months ended April 30, 2026 | 0.7250 | |||
| Unaudited pro forma condensed combined statements of loss – average exchange rate for the year ended December 31, 2025 | 0.7154 | |||
5. Silver47 Historical Financial Statements
Silver47’s
historical audited consolidated financial statements, as described above, are presented under IFRS in CAD. No material adjustments have
been made to align Silver47’s historical significant accounting policies under IFRS to Bunker Hill’s significant accounting
policies under U.S. GAAP as discussed in Note 3. Further review may identify additional reclassifications that could have a material
impact on the unaudited pro forma financial information of the combined group. In addition, Silver47’s historical financial information
has been translated into USD to align Silver47’s presentation currency to Bunker Hill’s presentation currency as discussed
in Note 4. The reclassified historical balances reflect certain reclassifications of Silver47’s consolidated
Condensed Consolidated Statement of Financial Position
For the Period Ended as at April 30, 2026
Historical
Silver47
April 30, 2026
CAD | Historical
Silver47
April 30, 2026
USD | |||||||||||
| ASSETS | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | C$ | 49,000,014 | 0.7340 | $ | 35,966,010 | |||||||
| Tax and other receivables | 184,842 | 0.7340 | 135,674 | |||||||||
| Prepaid expenses | 3,060,981 | 0.7340 | 2,246,760 | |||||||||
| Total current assets | 52,245,837 | 38,348,444 | ||||||||||
| Non-current assets | ||||||||||||
| Restricted cash | 216,213 | 0.7340 | 158,700 | |||||||||
| Plant and equipment | 164,348 | 0.7340 | 120,631 | |||||||||
| Exploration and evaluation assets | 74,794,340 | 0.7340 | 54,899,046 | |||||||||
| Total assets | C$ | 127,420,738 | $ | 93,526,821 | ||||||||
| Current liabilities | ||||||||||||
| Accounts payable and accrued liabilities | C$ | 1,646,800 | 0.7340 | $ | 1,208,751 | |||||||
| Share-based payment liabilities | 108,334 | 0.7340 | 79,517 | |||||||||
| Total liabilities | 1,755,134 | 1,288,268 | ||||||||||
| Equity | ||||||||||||
| Share capital | 145,086,538 | 0.7340 | 106,493,519 | |||||||||
| Contributed surplus | 19,710,035 | 0.7340 | 14,467,166 | |||||||||
| Accumulated deficit | (38,471,449 | ) | 0.7340 | (28,238,044 | ) | |||||||
| Foreign currency translation reserve | (659,520 | ) | 0.7340 | (484,088 | ) | |||||||
| Total shareholders’ equity | 125,665,604 | 92,238,553 | ||||||||||
| Total shareholders’ equity and liabilities | C$ | 127,420,738 | $ | 93,526,821 | ||||||||
The reclassifications are summarized below:
Condensed
Consolidated
For the Period Ended as at April 30, 2026
(Expressed in U.S. Dollars)
| Silver47 Financial Statement Line | Historical Silver47 | Reclassification Adjustments | Note | Reclassified Historical Silver47 | Bunker Hill Financial Statement Line | |||||||||||
| ASSETS | ASSETS | |||||||||||||||
| Current assets | Current assets | |||||||||||||||
| Cash and cash equivalents | $ | 35,966,010 | $ | - | $ | 35,966,010 | Cash | |||||||||
| Tax and other receivables | 135,674 | (135,674 | ) | (1) | - | |||||||||||
| Prepaid expenses | 2,246,760 | 135,674 | (1) | 2,382,434 | Accounts receivable and prepaid expenses | |||||||||||
| 38,348,444 | - | 38,348,444 | Total current assets | |||||||||||||
| Non-current assets | ||||||||||||||||
| Restricted cash | 158,700 | - | 158,700 | Long term restricted cash | ||||||||||||
| Property and equipment | 120,631 | - | 120,631 | Plant and equipment | ||||||||||||
| Exploration and evaluation assets | 54,899,046 | - | (2) | 54,899,046 | Exploration and evaluation assets | |||||||||||
| TOTAL ASSETS | $ | 93,526,821 | $ | - | $ | 93,526,821 | Total assets | |||||||||
| LIABILITIES | EQUITY AND LIABILITIES | |||||||||||||||
| Current liabilities | Current liabilities | |||||||||||||||
| Accounts payable and accrued liabilities | $ | 1,208,751 | $ | - | $ | 1,208,751 | Accounts payable | |||||||||
| - | - | Accrued liabilities | ||||||||||||||
| Share-based payment liabilities | 79,517 | - | (3) | 79,517 | Share-based payment liabilities | |||||||||||
| TOTAL LIABILITIES | 1,288,268 | - | 1,288,268 | Total liabilities | ||||||||||||
| EQUITY | Shareholders’ equity | |||||||||||||||
| Share capital | 106,493,519 | (106,493,519 | ) | (4) | - | Common stock | ||||||||||
| Contributed surplus | 14,467,166 | 106,493,519 | (4) | 120,960,685 | Additional paid-in capital | |||||||||||
| Accumulated deficit | (28,238,044 | ) | - | (28,238,044 | ) | Accumulated deficit | ||||||||||
| Foreign currency translation reserve | (484,088 | ) | - | (484,088 | ) | Accumulated other comprehensive income | ||||||||||
| TOTAL EQUITY | 92,238,553 | - | 92,238,553 | Total shareholders’ equity | ||||||||||||
| TOTAL LIABILITIES AND EQUITY | $ | 93,526,821 | $ | - | $ | 93,526,821 | Total shareholders’ equity and liabilities | |||||||||
| (1) | Represents a reclassification of Silver47’s sales tax receivables, historically included in tax and other receivables, to accounts receivable and prepaid expenses at Bunker Hill. |
| (2) | Represents Silver47’s exploration and evaluation assets consisting of costs to acquire Silver47’s projects which are pending determination of technical feasibility and commercial viability. A new financial statement line item named “exploration and evaluation assets” was added to the unaudited pro forma combined balance sheet. |
| (3) | Represents Silver47’s RSUs with the option of the participant to choose to receive the RSUs in (i) a lump sum payment in cash equal to the number of vested RSUs multiplied by the market value of a common share on the payout date; (ii) the number of underlying common shares or; (iii) any combination of the foregoing. A new financial statement line item named “share-based payment liabilities” was added to the unaudited pro forma combined balance sheet. |
| (4) | Represents Silver47’s share capital reclassed to additional paid in capital as the par value of Silver47’s shares are nil. |
Condensed
Consolidated
For the Six Months Ended April 30, 2026
| (A) | (B) | (A – B) | ||||||||||||||||||
Historical Silver47
nine months ended
April 30, 2026
CAD | Historical Silver47
three months ended
October 31, 2025
CAD | Historical Silver47
six months ended
April 30, 2026
CAD | CAD/USD | Historical Silver47
six months ended
April 30, 2026
USD | ||||||||||||||||
| Operating expenses | ||||||||||||||||||||
| Exploration expenses | C$ | (8,566,413 | ) | C$ | (2,977,631 | ) | C$ | (5,588,782 | ) | 0.7250 | $ | (4,051,867 | ) | |||||||
| General and administrative expenses | (5,265,539 | ) | (2,125,416 | ) | (3,140,123 | ) | 0.7250 | (2,276,589 | ) | |||||||||||
| Share-based compensation | (6,628,486 | ) | (3,382,379 | ) | (3,246,107 | ) | 0.7250 | (2,353,428 | ) | |||||||||||
| Depreciation expenses | (39,171 | ) | (961 | ) | (38,210 | ) | 0.7250 | (27,702 | ) | |||||||||||
| (20,499,609 | ) | (8,486,387 | ) | (12,013,222 | ) | (8,709,586 | ) | |||||||||||||
| Other items | ||||||||||||||||||||
| Interest income | 532,473 | 72,169 | 460,304 | 0.7250 | 333,720 | |||||||||||||||
| Change in fair value of share-based payment liabilities | (63,022 | ) | 269,201 | (332,223 | ) | 0.7250 | (240,862 | ) | ||||||||||||
| Foreign exchange loss | (17,771 | ) | (4,428 | ) | (13,343 | ) | 0.7250 | (9,674 | ) | |||||||||||
| 451,680 | 336,942 | 114,738 | 83,184 | |||||||||||||||||
| Net loss | C$ | (20,047,929 | ) | C$ | (8,149,445 | ) | C$ | (11,898,484 | ) | $ | (8,626,402 | ) | ||||||||
Condensed
Consolidated
For the Six Months Ended April 30, 2026
(Expressed in U.S. Dollars)
| Silver47 Financial Statement Line | Historical Silver47 | Reclassification Adjustments | Note | Reclassified Historical Silver47 | Bunker Hill Financial Statement Line | |||||||||||
| Operating expenses | $ | $ | (8,950,448 | ) | $ | (8,950,448 | ) | Operating expenses | ||||||||
| Exploration expenses | (4,051,867 | ) | 4,051,867 | (1) | - | |||||||||||
| General and administrative expenses | (2,276,589 | ) | 2,276,589 | (2) | - | |||||||||||
| Share-based compensation | (2,353,428 | ) | 2,353,428 | (3) | - | |||||||||||
| Depreciation expenses | (27,702 | ) | 27,702 | (4) | - | |||||||||||
| (8,709,586 | ) | (240,862 | ) | (8,950,448 | ) | |||||||||||
| Other items | Other income or gain (expense or loss) | |||||||||||||||
| Interest income | 333,720 | - | 333,720 | Interest income | ||||||||||||
| Change in fair value of share-based payment liabilities | (240,862 | ) | 240,862 | (5) | - | |||||||||||
| Foreign exchange loss | (9,674 | ) | - | (9,674 | ) | Loss on foreign exchange | ||||||||||
| 83,184 | 240,862 | 324,046 | ||||||||||||||
| Net loss | $ | (8,626,402 | ) | $ | - | $ | (8,626,402 | ) | Loss for the period pre tax | |||||||
| (1) | Represents a reclassification of Silver47’s exploration expenditures to operating expenses at Bunker Hill. |
| (2) | Represents a reclassification of Silver47’s general and administrative expenses to operating expenses at Bunker Hill. |
| (3) | Represents a reclassification of Silver47’s share-based compensation to operating expenses at Bunker Hill. |
| (4) | Represents a reclassification of Silver47’s depreciation expenses to operating expenses at Bunker Hill. |
| (5) | Represents a reclassification of Silver47’s change in fair value of share-based payment liabilities to operating expenses at Bunker Hill. |
Condensed
Consolidated
For the Year Ended December 31, 2025
(Expressed in U.S. Dollars)
| Silver47 Financial Statement Line | Historical Silver47 Adjusted for Summa
(Note 7) | Reclassification Adjustments | Note | Reclassified Historical Silver47 | Bunker Hill Financial Statement Line | |||||||||||
| Operating expenses | $ | $ | (22,063,229 | ) | $ | (22,063,229 | ) | Operating expenses | ||||||||
| Exploration expenses | (7,812,591 | ) | 7,812,591 | (1) | - | |||||||||||
| General and administrative expenses | (8,467,068 | ) | 8,467,068 | (2) | - | |||||||||||
| Share-based compensation | (5,739,174 | ) | 5,739,174 | (3) | - | |||||||||||
| Depreciation expenses | (7,532 | ) | 7,532 | (4) | - | |||||||||||
| (22,026,365 | ) | (36,864 | ) | (22,063,229 | ) | |||||||||||
| Other items | Other income or gain (expense or loss) | |||||||||||||||
| Interest income | 252,773 | - | 252,773 | Interest income | ||||||||||||
| Flow through share premium | 46,354 | - | 46,354 | Other income | ||||||||||||
| Change in fair value of share-based payment liabilities | (36,864 | ) | 36,864 | (5) | - | |||||||||||
| Foreign exchange loss | (82,188 | ) | - | (82,188 | ) | Loss on foreign exchange | ||||||||||
| 180,075 | 36,864 | 216,939 | ||||||||||||||
| Net loss | $ | (21,846,290 | ) | $ | - | $ | (21,846,290 | ) | Loss for the year pre tax | |||||||
| (1) | Represents a reclassification of Silver47’s exploration expenditures to operating expenses at Bunker Hill. |
| (2) | Represents a reclassification of Silver47’s general and administrative expenses to operating expenses at Bunker Hill. |
| (3) | Represents a reclassification of Silver47’s share-based compensation to operating expenses at Bunker Hill. |
| (4) | Represents a reclassification of Silver47’s depreciation expenses to operating expenses at Bunker Hill. |
| (5) | Represents a reclassification of Silver47’s change in fair value of share-based payment liabilities to operating expenses at Bunker Hill. |
6. Transaction Accounting Adjustments
The following adjustments have been made to the Unaudited Pro Forma Financial Information to reflect certain preliminary purchase price accounting and other pro forma adjustments. Further review may identify additional adjustments that could have a material impact on the unaudited pro forma financial information of the combined group. At this time, Bunker Hill is not aware of any additional Transaction related adjustments that would have a material impact on the unaudited pro forma financial information that are not reflected or disclosed in the pro forma adjustments.
| (a) | Exploration and evaluation assets |
The
adjustment to increase Exploration and evaluation assets by
| (b) | Transaction costs and other one-time charges |
As
at June 30, 2026, Bunker Hill had incurred approximately $500,000 in transaction costs comprised of legal and professional services fees,
historically reported in Operating expenses. The amount was reversed and capitalized as part of the Transaction. Bunker Hill estimates
an additional
| (c) | Share-based payment liabilities |
| (d) | Derivative warrant liability |
The adjustment to Derivative warrant liability represents the fair value of the Replacement Warrants that Bunker Hill will issue upon closing of the Transaction, as per the Arrangement Agreement. See Note 2 for further detail on the Transaction.
| (e) | Shareholders’ equity |
The
adjustment to Shareholders’ equity of
| Common stock | Additional paid-in-capital | Accumulated other comprehensive income (loss) | Accumulated deficit | Total adjustment | ||||||||||||||||
| Issuance of Bunker Hill shares for Transaction(1) | $ | $ | $ | - | $ | - | $ | |||||||||||||
| Fair value of Replacement Options(2) | - | - | - | |||||||||||||||||
| Transaction costs incurred to June 30, 2026(3) | - | - | - | 500,000 | 500,000 | |||||||||||||||
| Elimination of Silver47’s historical equity(4) | - | (120,960,685 | ) | 484,088 | 28,238,044 | (92,238,553 | ) | |||||||||||||
| Net transaction accounting adjustments to shareholders’ equity | $ | $ | $ | 484,088 | $ | 28,738,044 | $ | |||||||||||||
| (1) | Common shares of Silver47 in the amount of 209,625,021 issued and outstanding as of August 20, 2026 and RSUs of Silver47 in the amount of 180,000 outstanding as of August 20, 2026 multiplied by the Exchange Ratio. See Note 2 for further detail. |
| (2) | Represents
fair value of the Replacement Options to be issued pursuant to the |
| (3) | Represents transaction costs incurred to June 30, 2026, historically reported in Bunker Hill’s Operating costs. The amount was reversed and capitalized as part of the Transaction. |
| (4) | Represents adjustments to eliminate Silver47’s historical shareholders’ equity as at April 30, 2026. |
| (f) | Earnings per share |
The pro forma combined earnings per share below reflects pro forma combined net income (loss) attributable to shareholders of Bunker Hill divided by the pro forma weighted average number of shares of common stock outstanding, after giving effect to 36,170,385 shares issued as share consideration and the dilutive effect of Silver47 options and warrants, assuming such shares have been outstanding for the entirety of the periods presented:
| For the six months ended June 30, 2026 | For the year ended December 31, 2025 | |||||||
| Pro forma net income (loss) attributable to Bunker Hill shareholders | $ | 30,187,554 | $ | (114,978,305 | ) | |||
| Pro forma basic weighted average Bunker Hill stock outstanding(1) | 80,398,454 | 58,917,619 | ||||||
| Pro forma basic earnings (loss) per share | $ | 0.38 | $ | (1.95 | ) | |||
| Pro forma diluted weighted average Bunker Hill stock outstanding(2) | 85,225,947 | 58,917,619 | ||||||
| Pro forma diluted earnings (loss) per share | $ | $ | (1.95 | ) | ||||
| (1) | Basic weighted average shares is comprised of pre-existing shares of Bunker Hill common stock and 36,170,385 shares of Bunker Hill common stock to be exchanged for 209,625,021 shares of Silver47 common stock issued and outstanding and in settlement of 180,000 RSUs of Silver47 outstanding as of August 20, 2026 in accordance with the Exchange Ratio. | |
| (2) | Diluted weighted average shares is comprised of pre-existing dilutive shares of Bunker Hill common stock and for the six months ended June 30, 2026 includes 2,524,295 of potential dilutive shares of Silver47. |
7. Summa Arrangement Accounting Adjustments
Silver47 completed the acquisition of Summa on August 1, 2025. Silver47’s historical consolidated financial statements for the period January 1, 2025 through July 31, 2025 do not include Summa’s results of operations.
In
accordance with Article 11 of Regulation S-X, the
To
provide a more meaningful presentation of the Combined Company’s operating results, management has prepared Silver47’s historical
| (a) | Adjustments to align Summa’s historical financial information with Silver47’s accounting policies; | |
| (b) | Silver47 and Summa’s historical financial information and pro forma adjustments translated from its reporting currency of CAD to be presented in Bunker Hill’s reporting currency of USD using the exchange rates in Note 4. |
The
table below presents
Condensed
Consolidated
For the Year Ended December 31, 2025
(Expressed in U.S. Dollars)
| Historical Silver47 Seven-Months Ended July 31, 2025 | Historical Summa Seven-Months Ended July 31, 2025 | Historical Consolidated Silver47 Five-Months Ended December 31, 2025 | Accounting Policy Alignment Adjustments | Note | Historical Silver47 Twelve months ended December 31, 2025 Adjusted for Summa | |||||||||||||||||
| Operating expenses | ||||||||||||||||||||||
| Exploration expenses | $ | (2,888,060 | ) | $ | (117,099 | ) | $ | (2,977,561 | ) | $ | (1,829,871 | ) | (1) | $ | (7,812,591 | ) | ||||||
| General and administrative expenses | (2,269,397 | ) | (2,150,761 | ) | (4,046,910 | ) | - | (8,467,068 | ) | |||||||||||||
| Share-based compensation | (736,955 | ) | (346,331 | ) | (4,655,888 | ) | - | (5,739,174 | ) | |||||||||||||
| Depreciation expenses | (490 | ) | - | (7,042 | ) | - | (7,532 | ) | ||||||||||||||
| (5,894,902 | ) | (2,614,191 | ) | (11,687,401 | ) | (1,829,871 | ) | (22,026,365 | ) | |||||||||||||
| Other items | ||||||||||||||||||||||
| Interest income | 56,993 | 16,842 | 178,938 | - | 252,773 | |||||||||||||||||
| Flow through share premium | 46,354 | - | - | - | 46,354 | |||||||||||||||||
| Change in fair value of share-based payment liabilities | 204,421 | - | (241,285 | ) | - | (36,864 | ) | |||||||||||||||
| Foreign exchange loss | (31,690 | ) | (35,214 | ) | (15,284 | ) | - | (82,188 | ) | |||||||||||||
| 276,078 | (18,372 | ) | (77,631 | ) | - | 180,075 | ||||||||||||||||
| Net loss | $ | (5,618,824 | ) | $ | (2,632,563 | ) | $ | (11,765,032 | ) | $ | (1,829,871 | ) | $ | (21,846,290 | ) | |||||||
| (1) | Represents an adjustment to align Summa’s accounting policy for exploration and evaluation expenditures to that of Silver47’s accounting policy and U.S. GAAP, under which such expenditures are expensed in the period incurred instead of capitalized. |