Exhibit 1.1

AGENCY AGREEMENT

March 27, 2023

Bunker Hill Mining Corp.

82 Richmond Street East

Toronto, ON M5C 1P1

Dear Sirs/Mesdames:

Echelon Wealth Partners Inc. (“Echelon”) and Roth Capital Partners, LLC (“Roth” and together with Echelon, the “Lead Agents”), as co-lead agents and joint bookrunners, and Laurentian Bank Securities Inc. (together with the Lead Agents, the “Agents”) understand that Bunker Hill Mining Corp. (the “Corporation”) proposes to issue and sell, in one or more tranches: (i) special warrants of the Corporation (the “Initial Special Warrants”) at a price of $0.12 per Initial Special Warrant (the “Issue Price”); and (ii) units of the Corporation (the “Private Placement Units”) at the Issue Price, on a commercially reasonable, “best efforts” private placement basis for aggregate gross proceeds of up to $9,000,000 (the “Offering”).

Each Private Placement Unit will consist of one share of common stock of the Corporation (each a “PP Unit Share”) and one common share purchase warrant of the Corporation (each a “PP Warrant”). Each PP Warrant will entitle the holder thereof to acquire one share of common stock of the Corporation (a “PP Warrant Share”) at an exercise price of $0.15 per PP Warrant Share, until the date which is thirty-six (36) months following the applicable Closing Date, subject to adjustment in certain events. The PP Warrants will also be exercisable on a cashless basis in the event the Registration Statement (as hereinafter defined) is not effective on the date of exercise of such Warrants. The PP Warrants will be governed by PP Warrant certificates (collectively, the “PP Warrant Certificates”) to be issued by the Corporation in form and substance satisfactory to the Corporation and Echelon. The description of the PP Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the PP Warrant Certificate. In the case of any inconsistency between the description of the PP Warrants in this Agreement and their terms and conditions as set forth in the PP Warrant Certificate, the provisions of the PP Warrant Certificate will govern.

In addition, the Corporation hereby grants the Agents an option (the “Agents’ Option”), exercisable in whole or in part, to arrange for the sale of up to such additional number of special warrants only (and for greater certainty, not an additional number of Private Placement Units) as is equal to 15% of the aggregate amount of Initial Special Warrants and Private Placement Units, being up to 11,250,000 special warrants (the “Additional Special Warrants”, and, together with the Initial Special Warrants, the “Special Warrants”), at the Issue Price per Additional Special Warrant. The Agents’ Option is exercisable at any time up to 48 hours prior to the final Closing Date (as hereinafter defined).

The Special Warrants will be duly and validly created and issued pursuant to, and governed by, a special warrant indenture (the “Special Warrant Indenture”) to be entered into effective on the date hereof between the Corporation and Capital Transfer Agency ULC (or such other agent determined by the Corporation and the Lead Agents), as special warrant agent in respect of the Special Warrants (the “Special Warrant Agent”). Each Special Warrant shall be automatically exercisable (without payment of any further consideration and subject to customary anti-dilution adjustments) into one unit of the Corporation (a “Unit”) on the date (the “Automatic Exercise Date”) that is the earlier of: (i) the date that is three (3) Business Days following the date on which the Corporation has obtained notification that the Registration Statement (as hereinafter defined) of the Corporation filed with the SEC (as hereinafter defined) has been declared effective by the SEC (the “Qualification Event”); and (ii) the date that is six months following the applicable Closing Date. The description of the Special Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the Special Warrants to be set forth in the Special Warrant Indenture. In the case of any inconsistency between the description of the Special Warrants in this Agreement and their terms and conditions as set forth in the Special Warrant Indenture, the provisions of the Special Warrant Indenture will govern.

Each Unit will consist of one share of common stock of the Corporation (each a “Unit Share”) and one common share purchase warrant of the Corporation (each a “Warrant”). Each Warrant will entitle the holder thereof to acquire one share of common stock of the Corporation (a “Warrant Share”) at an exercise price of $0.15 per Warrant Share, until the date which is thirty-six (36) months following the applicable Closing Date, subject to adjustment in certain events. The Warrants will also be exercisable on a cashless basis in the event the Registration Statement is not effective on the date of exercise of such Warrants. The Warrants shall be duly and validly created and issued by the Corporation pursuant to, and governed by, the terms of a warrant indenture (the “Warrant Indenture”) to be entered into on the date hereof between the Corporation and Capital Transfer Agency ULC (or such other agent determined by the Corporation and the Lead Agents), in its capacity as warrant agent in respect of the Warrants (the “Warrant Agent”). The description of the Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the Warrants to be set forth in the Warrant Indenture. In the case of any inconsistency between the description of the Warrants in this Agreement and their terms and conditions as set forth in the Warrant Indenture, the provisions of the Warrant Indenture will govern.

The Corporation will use its commercially reasonable efforts to complete the Qualification Event on or before the date that is six (6) months following the Initial Closing Date; provided, however, that there is no assurance that a Qualification Event will be completed. In the event that the Qualification Event has not been completed on or before four months following the Initial Closing Date, each unexercised Special Warrant will thereafter entitle the holder to receive, upon the exercise thereof, at no additional cost, a penalty unit (each, a “Penalty Unit”) per Special Warrant. Each Penalty Unit will consist of 1.2 shares of common stock of the Corporation and 1.2 common share purchase warrants of the Corporation.

Upon and subject to the terms and conditions set forth herein, the Agents hereby agree to act, and upon acceptance hereof, the Corporation hereby appoints the Agents, as the Corporation’s exclusive agents, to offer for sale by way of private placement on a commercially reasonable “best efforts” agency basis, without underwriter liability, the Special Warrants and the Private Placement Units to be issued and sold pursuant to the Offering and the Agents agree to arrange for purchasers of the Special Warrants and the Private Placement Units in the Designated Jurisdictions (as hereinafter defined) and in those jurisdictions outside Canada where the Special Warrants and the Private Placement Units may lawfully be sold pursuant to the terms and conditions hereof.

In consideration of the services to be rendered by the Agents hereunder, on the applicable Closing Date, the Agents will receive a cash commission fee (the “Agents’ Commission”) equal to 6.0% of the aggregate gross proceeds of the Offering in such applicable Closing. As additional consideration for their services, the Agents shall receive from the Corporation on the applicable Closing Date that number of compensation options (the “Agents Compensation Options”), registered in such manner as directed by the Agents, exercisable to purchase that number of Units (each a “Compensation Unit”), as is equal to 6.0% of the aggregate number of Special Warrants and Private Placement Units issued pursuant to the Offering on such Closing Date. Each Agents Compensation Option will entitle the holder to acquire one Compensation Unit at the Issue Price until the date that is thirty-six (36) months following the applicable Closing Date. Each Compensation Unit will be comprised of one Agents’ Commission Share (as hereinafter defined) and one Agents’ Commission Warrant (as hereinafter defined). Each whole Agents’ Commission Warrant will entitle the holder thereof to acquire one Agents’ Commission Warrant Share (as hereinafter defined) at an exercise price of $0.15, until the date that is thirty-six (36) months following the applicable Closing Date.

The Corporation shall be entitled to designate in writing a list of purchasers (the “President’s List”) who may purchase Special Warrants and/or Private Placement Units under the Offering. Notwithstanding the foregoing, the Agents’ Commission payable by the Corporation to the Agents for subscriptions received from the President’s List Purchasers shall be reduced to 3.0% of the aggregate gross proceeds from President’s List Purchasers and the number of Agents Compensation Options shall be reduced to 3.0% of the number of Special Warrants and Private Placement Units sold to the President’s List Purchasers.

Additionally, the Corporation shall be entitled to sell Special Warrants to Valuestone Global Resources Fund I LP (or an affiliate of), management, the board of directors or insiders of the Corporation (the “Company Purchasers”). Notwithstanding the foregoing, the Agents’ Commission payable by the Corporation to the Agents for subscriptions received from the Company Purchasers shall be reduced to 2.0% of the aggregate gross proceeds from Company Purchasers and the number of Agents Compensation Options shall be reduced to 2.0% of the number of Special Warrants sold to the Company Purchasers.

No other commission or fee is payable by the Corporation in connection with the completion of the Offering; provided that the Corporation will pay certain fees and expenses of the Agents (including fees and expenses of counsel to the Agents) plus applicable taxes in connection with the Offering, as set out in Section 15 hereof (the “Agents’ Expenses”).

The parties acknowledge that the Special Warrants and the Private Placement Units have not been and will not be registered under the U.S. Securities Act (as hereinafter defined) or the securities laws of any state of the United States and may not be offered or sold in the United States, or to or for the account or benefit of, U.S. Persons (as hereinafter defined), except pursuant to exemptions from the registration requirements of the U.S. Securities Act and the applicable laws of any state of the United States in the manner specified in this Agreement and pursuant to the representations, warranties, acknowledgments, agreements and covenants of the Corporation and the Agents and the U.S. Affiliates (as hereinafter defined) contained hereto. The Corporation has agreed that it will use commercially reasonable efforts to file the Registration Statement in order to register the Registrable Securities (as hereinafter defined) for the benefit of the Purchasers and the Agents. All actions to be undertaken by the Agents in the United States or to, or for the account or benefit of, U.S. Persons in connection with the matters contemplated herein shall be undertaken through a U.S. Affiliate.

The Agents shall be entitled (but not obligated) in connection with the Offering to retain as sub-agents other registered dealers and may receive subscriptions for Special Warrants and Private Placement Units from subscribers from other registered dealers, at no additional cost to the Corporation. The fee payable to any such Selling Firm (as hereinafter defined) shall be for the account of the Agents.

The Offering is conditional upon and subject to the additional terms and conditions set forth below. The following are the terms and conditions of the agreement between the Corporation and the Agents:

Section 1. Definitions and Interpretation

(a) In this Agreement:

‎”Additional Special Warrants” has the meaning given to that term on the face page of this ‎Agreement;‎

“affiliate”, “associate”, “distribution”, “material change”, “material fact”, and “misrepresentation” have the respective meanings given to them in the Ontario Act;

“Agents” has the meaning given to that term on the face page of this Agreement;

“Agents’ Commission” shall have the meaning ascribed thereto on the second page of this Agreement;

“Agents’ Commission Shares” means the underlying Common Shares issued as part of the Compensation Unit;

“Agents’ Commission Warrants” means the underlying Warrants issued as part of the Compensation Unit;

“Agents’ Commission Warrant Shares” means a Common Share issued upon exercise of an Agents’ Commission Warrant;

“Agents Compensation Options” shall have the meaning ascribed thereto on the second page of this Agreement;

“Agents Compensation Option Certificates” means the definitive certificates representing the Agents Compensation Options in a form acceptable to the Agents and the Corporation;

“Agents’ Expenses” shall have the meaning ascribed thereto on the third page of this Agreement;

‎”Agents’ Option” has the meaning given to that term on the face page of this ‎Agreement;‎

“Agreement” means this Agency Agreement and not any particular article or section or other portion except as may be specified and words such as “hereof”, “hereto”, “herein” and “hereby” refer to this Agreement as the context requires;

“Anti-Terrorism Laws” has the meaning given to that term in Section 6(aaaa) of this Agreement;

“Automatic Exercise Date” has the meaning given to that term on the face page of this Agreement;

‎”Bunker Hill Mine” means the mine located near the town of Kellogg, Idaho, as described in the Bunker Hill Technical Report;

“Bunker Hill Project” means the mining and processing operations at the Bunker Hill Mine located near the town of Kellogg, Idaho; ‎

‎”Bunker Hill Technical Report” means the amended and restated technical report dated September 30, 2022 and filed on SEDAR on November 21, 2022, titled “Technical Report and Pre-Feasibility Study for Underground Mining, Milling and Concentration of Lead, Silver and Zinc at the Bunker Hill Mine, Coeur d’Alene Mining District, Shoshone County, Idaho, USA”, effective August 29, 2022, prepared by Scott Wilson, C.P.G., of Resource Development Associates Inc., Robert Todd, P.E., of Minetech USA LLC, and Peter Kondos, Ph.D., of YaKum Consulting Inc.; ‎

“Business Day” means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Toronto, Ontario are not open for business;

“Canadian Securities Commissions” means collectively, the applicable securities commission or securities regulatory authority in each of the Qualifying Jurisdictions;

“Canadian Securities Laws” means, collectively, all applicable securities laws of each of the Qualifying Jurisdictions and the respective rules and regulations under such laws together with applicable published policy statements, blanket orders, instruments and notices of the Canadian Securities Commissions and all discretionary orders or rulings, if any, of the Canadian Securities Commissions made in connection with the transactions contemplated by this Agreement;

“Claims” has the meaning given to that term in Section 12(a) of this Agreement;

“Closing” means, with respect to the Special Warrants or the Private Placement Units, the completion of the issue and sale by the Corporation of the Special Warrants and/or Private Placement Units pursuant to this Agreement;

“Closing Date” means a date on which a Closing occurs, being, initially, on March 27, 2023, and, subsequently, such other date or dates as the Corporation and the Lead Agents may agree;

“Closing Time” means the time of Closing on the applicable Closing Date;

“Common Shares” means the shares of common stock of the Corporation;

“Company Purchaser” has the meaning given to that term on the third page of this Agreement;

“Compensation Securities” means, collectively, Agents Compensation Options, the Agents’ Commission Shares and the Agents’ Commission Warrants comprising the Compensation Units, and the Agents’ Commission Warrant Shares;

“Compensation Unit” has the meaning given to that term on the second page of this Agreement;

“Corporation” has the meaning given to that term on the face page of this Agreement;

“CSE” means the Canadian Securities Exchange;

“Debt Instrument” means any mortgage, note, indenture, loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability to which the Corporation or any Subsidiary is a party or otherwise bound;

“Designated Jurisdictions” means, collectively, each of the provinces of Canada (which shall not include Québec) and such other jurisdictions as the Corporation and the Agents may agree;

“Directed Selling Efforts” means “directed selling efforts” as that term is defined in Rule 902(c) of Regulation S, which, without limiting the foregoing, but for greater clarity in this Schedule, includes, subject to the exclusions from the definition of “directed selling efforts” contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Special Warrants or the Private Placement Units and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Special Warrants or the Private Placement Units;

“Disclosure Record” means the Corporation’s prospectuses, annual reports, annual and interim financial statements, annual information forms, business acquisition reports, management discussion and analysis of financial condition and results of operations, information circulars, material change reports, press releases, take-over bid circulars, material contracts and all other information or documents publicly filed or otherwise publicly disseminated by the Corporation, including all filings on the Corporation’s SEDAR profile and with the SEC and all exhibits thereto;

“Disqualification Event” has the meaning given to that term in Section 8(a)(xvii) of this Agreement;

“Distribution Compliance Period” has the meaning given to that term in Section 8(c)(xv) of this Agreement;

“Environmental Laws” means any federal, provincial, state, local or municipal statute, law, rule, regulation, ordinance, code, policy or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of Hazardous Materials or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials;

“Environmental Permits” means permits, authorizations and approvals required under any applicable Environmental Laws to carry on business as currently conducted;

“Engagement Letter” means the letter agreement dated February 15, 2023, between the Corporation and Echelon relating to the Offering;

“Executive Order” has the meaning given to that term in Section 6(aaaa) of this Agreement;

“Financial Statements” means, the audited financial statements for the years ended December 31, 2021 of the Corporation and the unaudited condensed consolidated interim financial statements of the ‎Corporation as at and for the financial period ended September 30, 2022, including the notes to such statements and the related auditors’ report on such statements, where applicable, prepared in accordance with U.S. GAAP;

“General Solicitation” and “General Advertising” means “general solicitation” and “general advertising”, respectively, as used under Rule 502(c) of Regulation D, including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or the internet or broadcast over radio or television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

“Governmental Authority” means any governmental authority and includes, without limitation, any national or federal government, province, state, municipality or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing;

“Hazardous Materials” means chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products;

“including” means including without limitation;

“Indemnified Party” has the meaning given to that term in Section 12(a) of this Agreement;

‎”Initial Closing Date” means on the date of March 27, 2023.

‎”Initial Special Warrants” has the meaning given to that term on the face page of this ‎Agreement;‎

“Intellectual Property” means all trade or brand names, business names, trademarks, service marks, copyrights, patents, patent rights, licenses, industrial designs, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential information, systems or procedures), computer software, inventions, designs and other industrial or intellectual property of any nature whatsoever;

“Investor Presentation” means the Corporation’s investor presentation dated March 1, 2023;

“Issue Price” has the meaning given to that term on the face page of this Agreement;

“knowledge of the Corporation” (or similar phrases) means, with respect to the Corporation, the knowledge of Sam Ash, Richard Williams and/or David Wiens after reasonably informing themselves as to the relevant matters, but without any requirement to make any inquiries of third parties or Governmental Authorities or to perform any search of any public registry office or system;

“Laws” means the Securities Laws, the Environmental Laws and all other statutes, regulations, statutory rules, orders, by-laws, codes, ordinances, decrees, the terms and conditions of any grant of approval, permission, authority or licence, or any judgment, order, decision, ruling, award, policy or guideline, of any Governmental Authority, and the term “applicable” with respect to such Laws and in the context that refers to one or more persons, means that such Laws apply to such person or persons or its or their business, undertaking, property or securities and emanate from a Governmental Authority, having jurisdiction over the person or persons or its or their business, undertaking, property or securities;

“Lead Agents” has the meaning given to that term on the face page of this Agreement;

“Leased Premises” means each premises which the Corporation or any Subsidiary occupies as tenant;

“Lock-Up Agreements” has the meaning given to that term in Section 5(l) of this Agreement;

“Losses” has the meaning given to that term in Section 12(a) of this Agreement;

“Material Adverse Effect” means the effect resulting from any change (including a decision to implement such a change made by the board of directors or by senior management of the Corporation or any Subsidiary who believe that confirmation of the decision of the board of directors is probable), event, violation, inaccuracy or circumstance that is materially adverse to the business, assets (including intangible assets), liabilities, capitalization, ownership, financial condition or results of operations of the Corporation and its Subsidiaries, taken as a whole;

“Material Agreement” means any material contract, commitment, agreement (written or oral), instrument, lease or other document, license agreement and agreements relating to intellectual property, to which the Corporation or any Subsidiary are a party or to which any of their property or assets are otherwise bound;

“NI 43-101” means National Instrument 43-101 - Standards of Disclosure for Mineral Projects;

“NI 45-102” means National Instrument 45-102 – Resale of Securities;

“NI 45-106” means National Instrument 45-106 – Prospectus Exemptions;

“NI 51-102” means National Instrument 51-102 – Continuous Disclosure Obligations;

“NI 52-110” means National Instrument 52-110 – Audit Committees;

“OFAC” has the meaning given to that term in Section 6(aaaa) of this Agreement;

“Offered Securities” means, collectively, the Special Warrants, the Unit Shares and Warrants comprising the Units, the Warrant Shares, the Private Placement Units, the PP Unit Shares and PP Warrants comprising the Private Placement Units and the PP Warrant Shares;

“Offering” has the meaning given to that term on the face page of this Agreement;

“Ontario Act” means the Securities Act (Ontario);

“Penalty Unit” has the meaning given to that term on the second page of this Agreement;

“person” includes any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust, unincorporated organization or association, and pronouns have a similar extended meaning;

“PP Unit Share” has the meaning given to that term on the face page of this Agreement;

“PP Warrant” has the meaning given to that term on the face page of this Agreement;

“PP Warrant Share” has the meaning given to that term on the face page of this Agreement;

“PP Warrant Certificate” has the meaning given to that term on the face page of this Agreement;

“President’s List” has the meaning given to that term on the second page of this Agreement;

“President’s List Purchaser” means a purchaser designated by the Corporation as belonging to the President’s List;

‎”Private Placement Unit” has the meaning given to that term on the face page of this Agreement;

“Properties” means all mineral properties in which the Corporation or any of the ‎Subsidiaries has a direct or indirect ownership interest, including, without limitation, the ‎Bunker Hill Project;‎

“Purchasers” means the persons who (as purchasers or beneficial purchasers) acquire Special Warrants or Private Placement Units by duly completing, executing and delivering Subscription Agreements (including all applicable schedules and exhibits thereto)‎;

“Qualification Event” has the meaning given to that term on the face page of this Agreement;

“Qualified Institutional Buyer” means a “qualified institutional buyer” as that term is defined in Rule 144A under the U.S. Securities Act;

“Qualifying Jurisdictions” means each of the Designated Jurisdictions in Canada in which the Purchasers and the Agents are resident (but for greater certainty, shall not include Quebec);

“Registrable Securities” means, collectively, the Unit Shares, the Warrants, the Warrant Shares, the Agents’ Commission Shares and Agents’ Commission Warrants comprising the Compensation Units and the Agents’ Commission Warrant Shares;

“Registration Statement” has the meaning given to that term in Section 3(a)(i);

“Regulation D” means Regulation D adopted by the SEC under the U.S. Securities Act;

“Regulation S” means Regulation S adopted by the SEC under the U.S. Securities Act;

“Reporting Jurisdictions” the provinces of British Columbia, Alberta and Ontario;

“SEC” means the United States Securities and Exchange Commission;

“Securities Commissions” means, unless the context otherwise requires, the Canadian Securities Commissions, the SEC and all applicable securities commissions or securities regulatory authority in each of the Designated Jurisdictions;

“Securities Laws” means, unless the context otherwise requires, the Canadian Securities Laws, the U.S. Securities Laws and all applicable securities laws in each of the Designated Jurisdictions, the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, multilateral and national instruments, orders, blanket rulings, notices and other regulatory instruments of the securities regulatory authorities in such jurisdictions;

“Selling Firms” has the meaning given to that term in Section 4(a);

“Special Warrant” has the meaning given to that term on the face page of this Agreement;

“Special Warrant Agent” has the meaning given to that term on the face page of this Agreement;

“Special Warrant Certificates” means the certificates representing the Special Warrants in a form acceptable to the Agents and the Corporation and attached as Schedule A to the Special Warrant Indenture;

“Special Warrant Indenture” has the meaning given to that term on the face page of this Agreement;

“Subscription Agreements” means, collectively, the subscription agreements for the Special Warrants or the Private Placement Units, in the forms agreed upon by the Agents and the Corporation pursuant to which Purchasers agree to subscribe for and purchase the Special Warrants or the Private Placement Units pursuant to the Offering as herein contemplated and shall include, for certainty, all schedules thereto; and “Subscription Agreement” means any one of them, as the context requires;

“subsidiary” has the meaning given to that term in the Ontario Act;

“Subsidiaries” means the subsidiaries of the Corporation; and “Subsidiary” means any one of them;

“Tax Act” means the Income Tax Act (Canada);

“Taxes” has the meaning given to that term in Section 6(ll) of this Agreement;

“Term Sheet” means the term sheet for the Offering dated March 2, 2023;

“Transaction Documents” means, collectively, this Agreement, the Subscription Agreements, the Special Warrant Indenture, the Warrant Indenture, the PP Warrant Certificates and the Agents Compensation Option Certificates;

“Underlying Shares” means the Unit Shares, Warrant Shares, PP Units Shares, PP Warrant Shares, Agents’ Commission Shares and the Agents’ Commission Warrant Shares;

“Unit” has the meaning ascribed thereto on the face page of this Agreement;

“Unit Shares” has the meaning ascribed thereto on the face page of this Agreement;

“U.S. Accredited Investor” means an “accredited investor” as that term is defined in Rule 501(a) of Regulation D;

“U.S. Affiliate” means an Agent’s duly registered broker-deal affiliate in the United States;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder

“U.S. GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board and rules promulgated by the SEC and its related interpretations or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination;

“U.S. Person” means a “U.S. person”, as such term is defined in Rule 902(k) of Regulation S under the U.S. Securities Act;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

“U.S. Securities Laws” means the United States federal securities laws, including, without limitation, the U.S. Securities Act and the U.S. Exchange Act and the rules and regulations promulgated thereunder and as may be amended from time to time, and applicable state securities laws;

“United States” and “U.S.” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

“Warrant” has the meaning given to that term on the second page of this Agreement.

“Warrant Agent” means the warrant agent under the Warrant Indenture;

“Warrant Certificates” means certificates representing the Warrants in a form acceptable to the Agents and the Corporation and attached as Schedule A to the Warrant Indenture;

“Warrant Indenture” has the meaning given to that term on the second page of this Agreement; and

“Warrant Shares” has the meaning given to that term on the second page of this Agreement.

Section 2. Offering

Section 3. Filing of Registration Statement

provided, however, that the foregoing representations and warranties will not apply with respect to information and statements contained in the Registration Statement or misrepresentations with respect thereto or omissions therefrom which relate solely to the Agents or information provided by the Agents or the Purchasers.

Section 4. Distribution and Certain Obligations of Agents

Section 5. Conditions of the Offering

The obligation of the Purchasers to purchase the Special Warrants or the Private Placement Units, as applicable, at the applicable Closing Time shall be subject to the performance by the Corporation of its obligations under this Agreement and each of the following conditions:

Section 6. Additional Representations and Warranties of the Corporation

The Corporation hereby represents and warrants to the Agents and to the Purchasers, and acknowledges that each of them is relying upon such representations and warranties in connection with the completion of the Offering, that as of the date hereof:

Section 7. Covenants of the Corporation

The Corporation covenants with the Agents that the Corporation shall during the period from the date of this Agreement until the first to occur of (i) the Qualification Event, (ii) the day that is six months after the Initial Closing Date, and (iii) the day that is four months and one day after the Initial Closing Date, provided that the Registration Statement was declared effective under the U.S. Securities Act prior to said date, and no stop order suspending its effectiveness has been issued by the SEC, nor is a proceeding for that purpose pending before or contemplated or threatened by the SEC:

Section 8. Compliance with U.S. Securities Laws

The Corporation represents, warrants, covenants and agrees to and with the Agents as of the date hereof and the applicable Closing Date that:

Each of the Agents, on their own behalf and on behalf of their U.S. Affiliate, represents, warrants, covenants and agrees to and with the Corporation that except as otherwise permitted by Section 8(c) of this Agreement, it will offer and sell the Offered Securities only in accordance with Rule 903 of Regulation S. Accordingly, none of the Agents, the U.S. Affiliates, or any person acting on their behalf has made or will make (except as permitted by Section 8(c) of this Agreement) as of the date hereof and the applicable Closing Date:

The Agents, on their own behalf and on behalf of their U.S. Affiliate, acknowledge that none of the Offered Securities and the Compensation Securities have been registered under the U.S. Securities Act or the securities laws of any state in the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to available exemptions from the registration requirements of the U.S. Securities Act and any applicable state securities laws. Accordingly, each of the Agents, on their own behalf and on behalf of their U.S. Affiliate, represents, warrants, covenants and agrees to and with the Corporation as of the date hereof and the applicable Closing Date, that, with respect to each offer or sale of the Offered Securities in the United States or to, or for the account or benefit of, a person in the United States or a U.S. Person, it has offered and sold, and will offer and sell such securities only in the following manner:

Section 9. Closing

The purchase and sale of the Special Warrants and/or the Private Placement Units, as applicable, shall be completed at the applicable Closing Time at the offices of Blake, Cassels & Graydon LLP in Vancouver, BC or at such other place as the Lead Agents and the Corporation may agree. At the applicable Closing Time, the Corporation shall, as applicable: (i) cause the Special Warrant Agent to issue such certificates representing, as requested, the Special Warrants, (ii) deliver the PP Units Shares, by way of electronic deposit, certificated form or direct registration statement, as requested, and (iii) deliver the PP Warrant Certificates, as requested, all registered in such names as Echelon may notify the Corporation in writing not less than 24 hours prior to the applicable Closing Time against payment by the Agents to the Corporation, at the direction of the Corporation, of the aggregate purchase price for the Special Warrants and the Private Placement Units less an amount equal to the Agents’ Commission, and a reasonable estimate of the Agents’ Expenses payable pursuant to Section 15, by wire transfer, or if permitted by applicable Law, certified cheque or bank draft, in Canadian currency payable at par in Toronto, ON, together with a receipt signed by Echelon for such certificates and the Agents’ Commission, and the Agents’ Expenses. As soon as practicable following the applicable Closing Time, the Agents shall submit an invoice with respect to the actual reasonable out of-pocket fees and the Agents’ Expenses payable by the Corporation pursuant to Section 15 (and subject to solicitor-client confidentiality provide the Corporation with such back up detail for such invoices as the Corporation may reasonably request). In the event that the actual reasonable out-of-pocket fees and the Agents’ Expenses is less than the estimated amount thereof paid to the Agents on Closing, the Agents shall reimburse the Corporation for the amount of such difference. In the event that the actual reasonable out-of-pocket fees and the Agents’ Expenses is greater than the estimated amount thereof paid to the Agents on Closing, the Corporation shall promptly pay the amount of such difference to the Agents (up to the maximum amounts set forth in this Agreement).

Section 10. Termination Rights

Section 11. All Terms to be Conditions

The Corporation agrees that the conditions contained in Section 5 will be complied with insofar as the same relate to acts to be performed or caused to be performed by the Corporation and that it will use its best efforts to cause all such conditions to be complied with. Any breach or failure to comply with any of the conditions set out in Section 5 shall entitle the Agents (or any of them) to terminate this Agreement by written notice to that effect given to the Corporation at or prior to the applicable Closing Time. It is understood that the Agents may waive, in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to the rights of the Agents in respect of any such terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Agents any such waiver or extension must be in writing.

Section 12. Indemnification

Section 13. Contribution

In order to provide for a just and equitable contribution in circumstances in which the indemnity provided in Section 12 (other than in accordance with the terms hereof) would otherwise be available in accordance with its terms but is unavailable to the Agents or the Indemnified Parties or insufficient to hold them harmless in respect of a Claim for any reason, the Corporation shall contribute to the amount paid or payable by the Agents or the other Indemnified Party as a result of such Claim in such proportion as is appropriate to reflect not only the relative benefits received by the Corporation on the one hand and the Agents or any other Indemnified Party on the other hand but also the relative fault of the Corporation, the Agents or any other Indemnified Party as well as any relevant equitable considerations; provided that the Corporation shall in any event contribute to the amount paid or payable by the Agents or any other Indemnified Party as a result of such Claim any excess of such amount over the amount of the fees received by the Agents under this Agreement.

Section 14. Advertisements

If the Offering is successfully completed, the Corporation acknowledges and agrees that the Agents will be permitted to publish, at their own expense, public announcements or other communications relating to their services in connection with the Offering as they consider appropriate.

Section 15. Expenses

The Corporation will be responsible for all expenses related to the Offering, whether or not the Offering is completed, including, but not limited to, the fees and disbursements of the Corporation’s legal counsel, the fees and disbursements of the Agent’s legal counsel (including all expenses and Agent’s legal fees associated with the November 22, 2022 announced public offering), the fees and disbursements of accountants and auditors, the fees and disbursements of translators, the reasonable fees and disbursements of technical consultants and other applicable experts, all costs and expenses related to road-shows and marketing activities (other than the Investor Presentation), printing costs, filing fees, distribution fees, stock exchange fees, fees for other regulatory compliance, other reasonable out-of-pocket expenses of the Agents (including, but not limited to, travel expenses in connection with due diligence and marketing activities) and all taxes payable in respect of any of the foregoing. All such fees, disbursements and expenses shall be payable by the Corporation immediately upon receiving an invoice therefor from Echelon, or, at the option of the Agents, may be deducted from the gross proceeds of the Offering otherwise payable by the Agents to the Corporation at the applicable Closing of the Offering.

Section 16. Agents’ Obligations

The Agents’ obligations, representations, warranties and covenants under this Agreement shall be several (and not joint nor joint and several), and the Agents’ respective obligations and rights and benefits hereunder shall be as to the following percentages:

Section 17. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties irrevocably attorn to the jurisdiction of the courts of the Province of Ontario, which will have non-exclusive jurisdiction over any matter arising out of this Agreement.

Section 18. Authority to Bind Agents

The Corporation shall be entitled to and shall act on any notice, waiver, extension or communication given by or on behalf of the Agents by Echelon, which shall represent the Agents, and which shall have the authority to bind the Agents in respect of all matters hereunder, except in respect of any settlement under Section 12 or Section 13, and any matter referred to in Section 10.

Section 19. Survival of Warranties, Representations, Covenants and Agreements

Except as expressly set out herein, all warranties, representations, covenants and agreements of the Corporation and the Agents herein contained or contained in documents submitted or required to be submitted pursuant to this Agreement shall survive the Closing of the Offering and shall continue in full force and effect for the benefit of the Agents, the Purchasers or the Corporation, as the case may be, regardless of the Closing of the sale of the Special Warrants and/or the Private Placement Units, any subsequent disposition of the Special Warrants, the Unit Shares, the Warrants, the Warrant Shares, the PP Unit Shares, the PP Warrants or the PP Warrant Shares by the Purchasers or the termination of the Agents’ obligations under this Agreement, for a period ending on the date that is three years following the final Closing Date and shall not be limited or prejudiced by any investigation made by or on behalf of the Agents or the distribution of the Special Warrants and the Private Placement Units or otherwise, and the Corporation agrees that the Agents shall not be presumed to know of the existence of a claim against the Corporation under this Agreement or any certificate delivered pursuant to this Agreement or in connection with the purchase and sale of the Special Warrants and the Private Placement Units as a result of any investigation made by or on behalf of the Agents in accordance with the distribution of the Special Warrants, the Private Placement Units or otherwise. Notwithstanding the foregoing, the provisions contained in this Agreement in any way related to indemnification or contribution obligations shall survive and continue in full force and effect, indefinitely.

Section 20. Notices

All notices or other communications by the terms hereof required or permitted to be given by one party to another shall be given in writing by personal delivery or by electronic delivery to such other party as follows:

with a copy (which shall not constitute notice hereunder) to:

with a copy (which shall not constitute notice hereunder) to:

or at such other address or e-mail address as may be given by either of them to the other in writing from time to time. Each notice shall be personally delivered to the addressee or sent by electronic transmission to the addressee and: (i) a notice which is personally delivered shall, if delivered on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and (ii) a notice which is sent by electronic transmission shall be deemed to be given and received on the Business Day on which it is confirmed to have been sent.

Section 21. Other Business

The Corporation acknowledges that the Agents and certain of their affiliates: (i) act as an investment fund manager and a trader or, and dealer in, securities both as principal and on behalf of its clients (including managed accounts and investment funds) and, as such, may have had, and may in the future have, long and short positions in the securities of the Corporation or related entities, and, from time to time, may have executed or may execute transactions on behalf of such persons; (ii) may provide research or investment advice or portfolio management services to clients on investment matters, including the Corporation; (iii) may participate in securities transactions on a proprietary basis, including transactions in the Offered Securities or other securities of the Corporation or related entities; and (iv) nothing herein shall restrict their ability to conduct business in the ordinary course and in compliance with applicable laws. The Agents acknowledge their responsibility to comply with applicable securities laws as they relate to the trading of securities while in possession of material non-public information and further acknowledge that they have in place information barriers to protect the unauthorized transmission of such information to employees who do not have a legitimate need to know such information.

Section 22. Enforceability

To the extent permitted by applicable Law, the invalidity or unenforceability of any particular provision of this Agreement will not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

Section 23. Successors and Assigns

The terms and provisions of this Agreement will be binding upon and enure to the benefit of the Corporation and the Agents and their respective successors and assigns; provided that, except as otherwise provided in this Agreement, this Agreement will not be assignable by any party without the written consent of the others and any purported assignment without that consent will be invalid and of no force and effect.

Section 24. Entire Agreement; Time of the Essence

This Agreement constitutes the entire agreement between the Agents and the Corporation relating to the subject matter hereof and supersedes all prior agreements between the Agents and the Corporation (including, for greater certainty, the Engagement Letter) and time shall be of the essence hereof.

Section 25. Further Assurances

Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

Section 26. No Fiduciary Duty

The Corporation acknowledges and agrees that: (a) the Agents have not assumed or will assume a fiduciary responsibility in favour of the Corporation with respect to the Offering contemplated hereby or the process leading thereto and none of the Agents has any obligation to the Corporation with respect to the Offering contemplated hereby except the obligations expressly set forth in this Agreement; (b) any Agents and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Corporation; and (c) none of the Agents has provided any legal, accounting, regulatory or tax advice with respect to the Offering contemplated hereby and the Corporation has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Section 27. Effective Date

This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

Section 28. Language

The parties hereby acknowledge that they have expressly required this Agreement and all notices, statements of account and other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only. Les parties reconnaissent avoir expressment demandées que la présente convention ainsi que tout avis, tout état de compte et tout autre document a être ou pouvant être donné ou conclu en vertu des dispositions des présentes, soient rédigés en langue anglaise seulement.

Section 29. Counterparts and Electronic or Facsimile Copies

This Agreement may be executed in any number of counterparts and by facsimile or other electronic transmission (in PDF), each of which so executed will constitute an original and all of which taken together shall form one and the same agreement.

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If this offer accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Corporation please communicate your acceptance by executing where indicated below and returning one originally executed copy to the Agents.

ECHELON WEALTH PARTNERS INC.

The foregoing is hereby accepted and agreed to by the undersigned as of the date first written above.

BUNKER HILL MINING CORP.

SCHEDULE “A”

Agents’ CERTIFICATE

In connection with the offer and sale in the United States or to, or for the account or benefit of, U.S. Persons, of Special Warrants (the “Special Warrants”) of Bunker Hill Mining Corp. (the “Corporation”) and units of the Corporation (“Private Placement Units”) pursuant to an agency agreement (the “Agency Agreement”) dated March 27, 2023 between the Corporation and the Agents named in the Agency Agreement, the undersigned each hereby certify as follows:

[signature page follows]

Terms used in this certificate have the meanings given to them in the Agency Agreement unless otherwise defined herein.

Dated this ____ day of March, 2023.