Private
& Confidential


 


DATED
13 JUNE 2018


 





 



 


	 	BUNKER
    HILL MINING CORPORATION	(1)
	 	 	 
	 	and	 
	 	 	 
	 	HUMMINGBIRD
    RESOURCES PLC	(2)


 





 



 


DEED
OF WARRANT GRANT


 


relating
to warrants in registered form to 


subscribe
for Common Shares of US$0.001 


each
in


BUNKER
HILL MINING CORPORATION


 


 






 


  


 


Tel
+44 (0)370 903 1000 Fax +44 (0)370 904 1099 mail@gowlingwlg.com www.gowlingwlg.com


 




    	 



     


    




 


CONTENTS


 


	Clause	Heading	Page
	 	 	 
	1
    	definitions
    and Interpretation	1
	 	 	 
	2
    	Grant
    of the Warrants	3
	 	 	 
	3
    	Exercise
    of Warrants	3
	 	 	 
	4
    	Anti-Dilution
    Provisions	5
	 	 	 
	5
    	Supplementary
    Protection	6
	 	 	 
	6
    	Assignment
    of Warrants and Warrant Register	7
	 	 	 
	7
    	Modification
    of Rights	7
	 	 	 
	8
    	Information
    and Representation Rights of Warrant Holder	7
	 	 	 
	9
    	REPLACEMENT
    CERTIFICATES	8
	 	 	 
	10
    	Notice	8
	 	 	 
	11
    	ENTIRE
    AGREEMENT	9
	 	 	 
	12
    	Governing
    Law	9


 


	SCHEDULE
    ONE - FORM OF WARRANT CERTIFICATE	11
    
	SCHEDULE
    TWO - NOTICE OF EXERCISE	12


 




    	 



     


    

 


THIS
DEED OF WARRANT GRANT is executed on the 13th day of June 2018


 


BETWEEN:


 


	1	BUNKER
                                         HILL MINING CORPORATION a company incorporated under
                                         the laws of the state of Nevada USA whose registered office is at 1802 N. Carson Street,
                                         Suite 212, Carson City, Nevada 89701 (the “Company”);
                                         and



 


	2	HUMMINGBIRD
                                         RESOURCES PLC, a company incorporated and registered
                                         in England and Wales whose registered office is at 49-63 Spencer Street, Hockley, Birmingham,
                                         B18 6DE (the “Warrant Holder”).



 


Agreed
terms


 


	1	definitions
                                         and Interpretation



 


	1.1	The
                                         definitions and rules of interpretation set out in this clause apply to this Deed of.



 


	 	Act	the
    Companies Act 2006 as amended;
	 	 	 
	 	Auditors	the
    auditors of the Company from time to time;
	 	 	 
	 	Business
    Day	a
    day (not being a Saturday or Sunday) on which clearing banks are open for normal business in London;
	 	 	 
	 	Common
    Shares	the
    common shares of US$0.001 each in the capital of the Company;
	 	 	 
	 	Constitution	the
    documents that form the constitution of the Company current at the date of this Deed or as amended from time to time;
	 	 	 
	 	CSE
    	the
    Canadian Securities Exchange;
	 	 	 
	 	Directors	the
    directors of the Company from time to time;
	 	 	 
	 	Equity
    Shares	has
    the definition as set out in Section 744 of the Act;
	 	 	 
	 	Notice
    of Exercise	the
    duly completed notice set out as schedule 1;


 




    	1



     


    

 


	 	Share
    Register	the
    register of members of the Company
	 	 	 
	 	Subscription
    Consideration	in
    respect of any Warrant Shares to be issued pursuant to a Notice of Exercise the number of Warrant Shares the subject of such
    Notice of Exercise multiplied by the Subscription Price;
	 	 	 
	 	Subscription
    Period	the
    period commencing on the date of this Deed and ending on 13 June 2020;
	 	 	 
	 	Subscription
    Price	Can$0.85
    or as otherwise adjusted in accordance with the provisions of Clause 5;
	 	 	 
	 	Subscription
    Rights	the
    rights for the time being conferred by the Warrants to subscribe, in the case of each Warrant, for one Common Share which
    are constituted by virtue of the provisions of clause 3.1 of this Deed;
	 	 	 
	 	Trading
    Day	any
    day during which trading of securities takes place on CSE;
	 	 	 
	 	VWAP
    	for
    any Trading Day, the volume weighted average price of the Common Shares on CSE as reported by Bloomberg under the symbol “BNKR.CN”;
	 	 	 
	 	Warrant
    and Warrants	a
    warrant to subscribe for one Common Share at any time during the Subscription Period, at the Subscription Price granted pursuant
    to clause 3.1 of this Deed and Warrants shall have a commensurate meaning;
	 	 	 
	 	Warrant
    Holder	in
    relation to a Warrant, the person in whose name such Warrant is registered in the register referred to in clause 7.2;
	 	 	 
	 	Warrant
    Shares	Common
    Shares to be issued pursuant to any exercise of the Warrants.


 


	1.2	Headings
                                         are inserted for convenience only and shall be ignored in the interpretation of this
                                         Deed.



 


	1.3	In
                                         this Deed, unless the context otherwise requires:



 




    	2



     


    

 


		(a)	references
                                         to clauses, paragraphs and schedules are to be construed as references to the clauses
                                         and paragraphs of, and schedules to, this Deed and references to this Deed include its
                                         schedules;



 


		(b)	reference
                                         to (or to any specified provision of) this Deed or any other document or instrument shall
                                         be construed as a reference to this Deed, that provision or that document or instrument
                                         as in force for the time being and as amended in accordance with the terms thereof;



 


		(c)	references
                                         to a person shall be construed as including references to an individual, firm, company,
                                         corporation or unincorporated body of persons;



 


		(d)	references
                                         to the singular shall include the plural and vice versa;



 


		(e)	references
                                         to any English legal term for any action, remedy, method or judicial proceeding, legal
                                         document, legal status, court, official, or any legal concept or thing shall, in respect
                                         of any jurisdiction other than England, be deemed to include that which most nearly approximates
                                         in that jurisdiction to the English legal term; and



 


		(f)	references
                                         to statutory provisions shall be construed as references to those provisions as replaced,
                                         amended or re-enacted from time to time.



 


	2	Grant
                                         of the Warrants



 


The
Company hereby grants to the Warrant Holder 2,294,835 Warrants, being equal to US$1,500,000 divided by the Subscription Price.


 


	3	Exercise
                                         of Warrants



 


	3.1	The
                                         Warrants shall be exercisable in whole or in part at any time during the Subscription
                                         Period. To the extent that the Warrants have not been exercised at the expiry of the
                                         Subscription Period, they shall lapse. The Warrants shall be exercised by the delivery
                                         of the Notice of Exercise (in substantially the same form as included in Schedule 1 of
                                         this Deed signed by the Warrant Holder specifying the number of Common Shares in respect
                                         of which the Warrants are to be exercised) and the requisite remittance (rounded up to
                                         the nearest whole cent) for the aggregate Subscription Price of the Warrant Shares to
                                         the registered office of the Company by personal delivery, first class prepaid post or
                                         facsimile transmission:



 


		(a)	personal
                                         delivery shall be deemed to have occurred on the next working day in the place where
                                         left;



 




    	3



     


    

 


		(b)	delivery
                                         by post as aforesaid shall be deemed to have occurred two working days following the
                                         date of posting; and



 


		(c)	delivery
                                         by facsimile shall be deemed to have occurred on production of the transmission report
                                         evidencing that all the pages of the Notice of Exercise have been sent;



 


PROVIDED
ALWAYS that the requisite remittance for the Subscription Consideration, by telegraphic transfer to the Company’s bank account
as notified to the Warrant Holder or by bankers draft made payable to the Company and cleared through the Company’s bank
account.


 


	3.2	The
                                         date of the allotment and issue of any Warrant Shares subject to the Notice of Exercise
                                         delivered in accordance with clause 4.1 shall be not more than five Business Days after
                                         receipt by the Company of the Subscription Consideration.



 


	3.3	Not
                                         later than ten Business Days after the valid Notice of Exercise (duly completed and accompanied
                                         by the requisite remittance for the Subscription Consideration) is lodged at the registered
                                         office of the Company in accordance with clause 4.1, share certificates shall be issued
                                         (free of charge) and despatched (at the risk of the person entitled thereto) showing
                                         the date of allotment and issue of such Warrant Shares as being in accordance with this
                                         clause 4.



 


	3.4	Each
                                         Warrant will be cancelled once the Subscription Rights attaching thereto have been exercised
                                         and Warrant Shares allotted and issued pursuant to such exercise.



 


	3.5	Warrant
                                         Shares allotted pursuant to the exercise of Subscription Rights will rank for all dividends
                                         and distributions declared on any date on or after the date on which the relevant Warrant
                                         Shares are issued and shall have the rights and privileges prescribed in the Constitution
                                         in relation to Common Shares.



 


	3.6	The
                                         Company shall make application for the Warrant Shares so issued on the exercise of Warrants
                                         to be admitted to listing and trading on CSE as soon as reasonably practicable after
                                         the date of issue and for listing of the Warrant Shares, and on all other stock exchanges
                                         (if any) on which its other issued ordinary share capital is then listed with effect
                                         from the earliest possible date after the date of issue.



 


	3.7	Notwithstanding
                                         anything in this Deed, in the event that the Subscription Period expires at any time
                                         when the Company is unable by law or regulation to issue the Warrant Shares, then the
                                         Subscription Period shall be deemed to be extended to a date falling three calendar months
                                         after the first Business Day that the Company is next able to issue such Warrant Shares.



 




    	4



     


    

 


	3.8	The
                                         Warrant Holder shall not be entitled to exercise any of the Warrant Rights at such times
                                         when to do so would not be permitted by the applicable rules of any stock exchange on
                                         which the Common Shares in issue are admitted to trading.



 


	4	Anti-Dilution
                                         Provisions



 


	4.1	Subject
                                         always to clause 6 after any of the following on a date prior to the end of the Subscription
                                         Period, namely:



 


		(a)	any
                                         allotment or issue of fully paid Common Shares by way of capitalisation of profits or
                                         reserves (including share premium account and any capital redemption reserve fund) to
                                         holders of Equity Shares on the Share Register;



 


		(b)	a
                                         reduction of capital of whatever nature or any other reduction in the number of Common
                                         Shares in issue from time to time;



 


		(c)	an
                                         issue of Common Shares by way of dividend or distribution;



 


		(d)	a
                                         consolidation, amalgamation or merger of the Company with or into another entity;or



 


		(e)	any
                                         sub-division or consolidation of Equity Shares;



 


the
number and/or nominal value of Warrant Shares to be, or capable of being, subscribed for on any subsequent exercise of the Subscription
Rights and/or the final Subscription Price will be adjusted in such manner as the Auditors shall certify in writing to the Company
and the Warrant Holder(s) to be necessary in order that, after such adjustment:


 


		(f)	the
                                         total number of Warrant Shares which may be subscribed pursuant to the Subscription Rights,
                                         is such that Warrant Shares when issued:



 


		(i)	will
                                         carry as nearly as possible (and in any event not less than) the same proportion of the
                                         votes as the Warrant Shares carried prior to such adjustment; and



 


		(ii)	will
                                         carry the entitlement to participate in the same proportion in the profits and assets
                                         of the Company as would the total number of Warrant Shares which could have been subscribed
                                         for pursuant to the Subscription Rights immediately prior to the event giving rise to
                                         such adjustment; and



 


		(g)	the
                                         Subscription Consideration payable in order to subscribe for all the Warrant Shares which
                                         may be subscribed pursuant to Subscription Rights will be as nearly as possible (and
                                         in any event no more than) the same as it was prior to such adjustment.



 




    	5



     


    

 


	4.2	The
                                         Company shall procure that no such event as is referred to in clause 4.1 shall occur
                                         prior to the end of the Subscription Period unless the Auditors shall either (i) prior
                                         to or (ii) contemporaneously with, the relevant resolution of the members of the Company
                                         or the Directors giving effect to or sanctioning such event, certify the appropriate
                                         adjustments. The Company shall send notice of such adjustments to the Warrant Holder(s)
                                         as soon as practicable (and in any event no later than seven days) following such resolution
                                         as aforesaid.



 


	4.3	In
                                         calculating any entitlement to additional Subscription Rights under this clause 4 fractions
                                         shall be rounded down to the nearest whole Common Share.



 


	5	Supplementary
                                         Protection



 


	5.1	Prior
                                         to the end of the Subscription Period the Company shall not without providing written
                                         notice of not less than fifteen Business Days to the Warrant Holder modify the rights
                                         attached to any of its shares whether issued or unissued in any way which has or will
                                         have a material adverse effect on the rights of the Warrant Holder or the holder of Warrant
                                         Shares or the respective abilities of such persons to enjoy such rights (but so that
                                         such restriction shall not be construed as a restriction or prohibition on sub-division
                                         or consolidation of Common Shares subject always to the provisions of clause 5).



 


	5.2	At
                                         all times prior to the end of the Subscription Period, the Company shall keep available
                                         for issue sufficient authorised but unissued share capital to satisfy in full and in
                                         accordance with the terms thereof all Subscription Rights remaining exercisable.



 


	5.3	If
                                         at any time an offer is made to all holders of Common Shares (or all holders of Common
                                         Shares other than the offeror and/or any company controlled by the offeror and/or persons
                                         acting in concert with the offeror) to acquire the whole or any part of the issued share
                                         capital of the Company and the Company becomes aware that as a result of such offer the
                                         right to cast a majority of the votes which may ordinarily be cast on a poll at a general
                                         meeting of the Company has or will become vested in the offeror and/or such persons or
                                         companies as aforesaid, the Company shall give notice to the Warrant Holder of such vesting
                                         within fourteen days of its becoming so aware. If such offer becomes unconditional in
                                         all respects and the Warrant Holder has not exercised some or all of his Warrants, all
                                         unexercised Warrants shall immediately lapse.



 


	5.4	Publication
                                         of a scheme of arrangement with the Company’s shareholders providing for the acquisition
                                         by any person of the whole or any part of the issued share capital of the Company shall
                                         be deemed to be the making of an offer for the purposes of this clause 5.4.



 




    	6



     


    

 


	5.5	If
                                         the Company commences liquidation, whether voluntary or compulsory (except for the purpose
                                         of reconstruction or amalgamation on terms sanctioned by the Warrant Holder), it shall
                                         forthwith give notice thereof to the Warrant Holders; thereupon each Warrant Holder will
                                         (if upon such winding-up there shall be a surplus available for distribution amongst
                                         the holders of the Common Shares (including for this purpose the Common Shares which
                                         would arise on the exercise of all the outstanding Subscription Rights) which, taking
                                         into account the amounts payable on the exercise of the Subscription Rights, exceeds
                                         in respect of each Common Share a sum equal to the Subscription Price) be treated as
                                         if immediately before the date of such order or resolution his Subscription Rights had
                                         been exercisable and had been exercised in full and shall accordingly be entitled to
                                         receive out of the assets available on liquidation pari passu with the holders of the
                                         Common Shares such a sum as he would have received had he been the holder of the Common
                                         Shares to which he would have become entitled by virtue of such subscription after deducting
                                         a sum per share equal to the Subscription Price; subject to the foregoing, all Subscription
                                         Rights shall lapse on liquidation of the Company.



 


	6	Assignment
                                         of Warrants and Warrant Register



 


	6.1	The
                                         Warrants may be assigned by a Warrant Holder to any member of its group in whole or in
                                         part.



 


	6.2	The
                                         Company shall, or shall procure that its registrar shall, maintain a register of the
                                         holders of Warrants.



 


	7	Modification
                                         of Rights



 


	7.1	No
                                         modification, variation or amendment to this Deed shall be effective unless such modification,
                                         variation or amendment is in writing and has been signed by or on behalf of the parties.



 


	7.2	All
                                         or any of the rights for the time being attaching to the Warrants (including the Subscription
                                         Rights) may from time to time (whether or not the Company is being wound up) be altered
                                         or abrogated with the prior written consent of the Warrant Holder.



 


	8	Information
                                         and Representation Rights of Warrant Holder



 


	8.1	The
                                         Company shall send or procure to be sent to each Warrant Holder a copy of its annual
                                         report together with all documents required by law to be annexed thereto and copies of
                                         every statement, notice or circular issued to the members of the Company concurrently
                                         with the issue of the same to its members.



 




    	7



     


    

 


	8.2	A
                                         Warrant Holder shall have the right to attend and speak (but not, by virtue or in respect
                                         solely of holdings of Warrants, to vote) at all meetings of members of the Company at
                                         which any business is to be moved which has any effect (actually or reasonably foreseeable)
                                         on the value of the Warrants or the rights attaching thereto or the enjoyment thereof.



 


	9	REPLACEMENT
                                         CERTIFICATES



 


If
a Certificate is mutilated, defaced, lost, stolen or destroyed it will be replaced by the Company for the time being at the expense
of the Company and on such terms as to evidence and indemnity as the Company may reasonably require. Mutilated or defaced Certificates
must be surrendered before replacements will be issued.


 


	10	Notice



 


	10.1	Any
                                         notice to be given by any party hereunder shall be in writing and shall be deemed to
                                         have been duly given if delivered by hand or by email (to such email address as may from
                                         time to time be notified by the relevant party) or given by letter sent by first-class
                                         registered mail to the party to receive such notice provided that any party may change
                                         its address or facsimile number for notice by giving to the other party written notice
                                         of such change.



 


	10.2	Any
                                         notice given under this Clause shall be effective:



 


		(a)	if
                                         delivered personally, when delivered;



 


		(b)	if
                                         sent by email (to the Company FAO Helga Fairhurst to hf@bunkerhillmining.com) and to
                                         the Warrant Holder (FAO Tom Hill to tom@hummingbirdresources.co.uk), either (i) on receipt
                                         of a read receipt email from the correct address; (ii) 24 hours from delivery if sent
                                         to the correct email address and no notice of delivery failure is received; or (iii)
                                         on receipt of confirmation of receipt from the recipient; or



 


		(c)	if
                                         sent by first-class registered post within the United Kingdom, two Business Days after
                                         posting or if sent from or to any place outside the United Kingdom by prepaid priority
                                         airmail seven Business Days after posting.



 




    	8



     


    

 


	11	ENTIRE
                                         AGREEMENT



 


This
Deed sets out the entire agreement and understanding between the parties hereto in respect of the Warrants and it is expressly
declared that no variations hereof shall be effective unless made in writing and signed by or on behalf of each of the parties.


 


	12	Governing
                                         Law



 


The
provisions of this Deed shall be subject to and governed by English Law. The Warrant Holder and the Company hereby submit to the
exclusive jurisdiction of the Courts of England in relation to any matters arising out of this Deed.


 


IN
WITNESS WHEREOF this Deed has been duly executed on behalf of the Company as a Deed and is intended to be and is hereby delivered
on the day and year first above written.


 




    	9



     


    

 


	EXECUTED
    AS A DEED by 	)	Bruce
    D. Reid
	 	 	 
	BUNKER
    HILL MINING CORPORATION	)	 
	 	 	 
	acting
    by:	)	 
	 	 	 
	EXECUTED
    AS A DEED by 	)	 
	 	 	 
	HUMMINGBIRD
    RESOURCES PLC	)	 
	 	 	 
	acting
    by:	)	Daniel
    Betts
	 	 	Director
	 	 	 
	 	 	Thomas
    Hill
	 	 	Director/Secretary


 




    	10



     


    

 


SCHEDULE
1


 


Form
of Warrant Certificate


 


Warrant
Certificate Representing Subscription Rights for [●] Common Shares of US$0.001 each at CanS$[___] per common share in Bunker Hill
Mining Corporation.


 


	Warrant
    Certificate No.	Transfer
    No.	Date
    of Registration
	 	 	 


 


This
is to certify that ____________________ is the registered owner of [●] Warrants to subscribe for [●]Common Shares of US$0.001
each at CanS$[___] per common share in Bunker Hill Mining Corporation.


 




    	11



     


    

 


SCHEDULE 2


 


Notice
of Exercise


 


	To:
    	The
    Directors
	 	 
	 	Bunker
    Hill Mining Corporation


 


We
the registered holders of the attached Warrant Certificate(s) hereby exercise the Subscription Rights over [●] of the Common Shares
the subject of the attached Warrant Certificate(s) and attach hereto a bankers draft for £[●]/ confirm that a telegraphic
transfer for US$[●] has been made to the Company’s bank account (delete as appropriate), being the Subscription Consideration
payable in respect thereof.


 


	Signed:
    	 	 
	 	 	 
	Full
    Name: 	 	 
	 	 	 
	Address:
    	 	 


 


We
hereby authorise and direct the Company to allot the Common Shares to be issued hereto to the following proposed allottees:


 


	No.
    of Shares	Name
    of Proposed Allottee	Address
    of Proposed Allottee
	 	 	 
	1.	 	 
	 	 	 
	2.	 	 
	 	 	 
	3.	 	 
	 	 	 
	4.	 	 
	 	 	 
	5.	 	 


 


We
hereby authorise and request you to despatch a certificate for such Common Shares be sent by post at our risk to us at the first
address shown above or to our agent as mentioned below:


 


We
agree to accept such Common Shares subject to the Constitution of the Company.


 


	Signed:	 	 
	 	 	 
	Full
    Name: 	 	 
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Lodged
    by:	(agent
    to whom certificate(s) should be sent).	 
	 	 	 
	Name
    of Agent	 	 
	 	 	 
	Address:
    	 	 
	 	 
	 	 


 




    	12