Amended and Restated Royalty Put Option Agreement, dated as of August 8, 2024, by and among Bunker Hill Mining Corp., Silver Valley Metals Corp. and Sprott Private Resource Streaming and Royalty (US Collector), LP

Exhibit 10.5

Execution Copy

AMENDED AND RESTATED ROYALTY PUT OPTION AGREEMENT

THIS AGREEMENT dated as of August 8, 2024 between SPROTT PRIVATE RESOURCE STREAMING AND ROYALTY (US COLLECTOR), LP, a limited partnership existing under the laws of Delaware, BUNKER HILL MINING CORP., a corporation incorporated and existing under the laws of Nevada, and SILVER VALLEY METALS CORP., a corporation incorporated and existing under the laws of Idaho.

Recitals:

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the foregoing premises, the covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows:

“Agreement” means this amended and restated royalty put option agreement and all attached schedules.

“BHMC” means Bunker Hill Mining Corp., a corporation incorporated under the laws of Nevada, and its successors and permitted assigns.

“Business Day” means any day, other than a Saturday, a Sunday, a statutory holiday or any day on which major banks are closed for business in Kellogg, Idaho or Toronto, Ontario.

“Convertible Debentures” means, collectively, the Series 1 Convertible Debentures and the Series 2 Convertible Debentures.

“Event of Default” means any event of default under and within the meaning of any Series 1 Convertible Debentures or any Series 2 Convertible Debentures.

“Exercise Notice” has the meaning specified in the Section 3(2).

“Existing Royalty Put Option Agreement” means the royalty put option agreement dated as of July 22, 2022 pursuant to which upon the occurrence of an event of default under any Convertible Debenture, the holder may require the Obligors to purchase the Royalty for US$8,000,000, as assigned to the Royalty Holder pursuant to the transfer agreement dated October 7, 2022 between SPRSR and the Royalty Holder, as amended by the amending agreement dated June 21, 2023, and as amended by the Fourth Omnibus Amendment.

“Fifth Omnibus Amendment” means the fifth omnibus amendment agreement dated as of date hereof among the Obligors, the holders of the Convertible Debentures and others.

“Fourth Omnibus Amendment” means the omnibus amendment agreement dated as of June 23, 2023 among the Obligors, the Royalty Holder, the holders of the Convertible Debentures and others.

“Mine Owner” means Silver Valley Metals Corp., a corporation incorporated under the laws of Idaho, and its successors and permitted assigns.

“Obligations” means all indebtedness, liabilities and other obligations of each Obligor to the Royalty Holder under or in connection with this Agreement.

“Obligors” means, collectively, BHMC and Mine Owner and “Obligor” means any one of them.

“Parties” means the Royalty Holder, BHMC and Mine Owner and their respective successors and assigns and “Party” means any one of them.

“Pending Event of Default” means an event which, but for the requirement for the giving of notice, lapse of time, or both, or, but for the satisfaction of any other condition subsequent to that event, would constitute an Event of Default.

“Person” shall be broadly interpreted and includes an individual, body corporate, partnership, joint venture, trust, association, unincorporated organization, any governmental authority or any other entity recognized by law.

“Principal Amount” means US$8,000,000.

“Royalty” means the gross revenue royalty on all minerals produced and sold from the Property granted by the Obligors to the Royalty Holder pursuant to the Royalty Agreement.

“Royalty Agreement” means the royalty agreement dated as of June 23, 2023 between the Royalty Holder and the Obligors, as may be amended, restated, modified or supplemented from time to time.

“Royalty Holder” means Sprott Private Resource Streaming and Royalty (US Collector), LP, a limited partnership formed under the laws of Delaware and any assignee or transferee of the rights and obligations of Sprott Private Resource Streaming and Royalty (US Collector), LP under the Royalty Agreement.

“Royalty Put Option” has the meaning specified in Section 3.

“Second Omnibus Amendment” means the second omnibus amendment agreement dated as of June 17, 2022 among the Obligors, the holders of the Series 1 Convertible Debentures and others.

“Series 1 Convertible Debentures” means, collectively, the secured convertible debentures in the aggregate principal amount of $6,000,000.00 bearing interest at 7.5% per annum payable quarterly in arrears, issued on January 28, 2022 by the Obligors and convertible at the option of the holder into common shares of BHMC, as amended by the Second Omnibus Amendment, the Third Omnibus Amendment, the Fourth Omnibus Amendment, the Fifth Omnibus Amendment and as the same may be further amended, restated, amended and restated, modified or supplemented from time to time.

“Series 2 Convertible Debentures” means, collectively, the series 2 secured convertible debentures, in the aggregate principal amount of US$15,000,000.00, that bear interest at 10.5% per annum payable quarterly in arrears, issued on June 17, 2022 and convertible at the option of the holder into common shares of BHMC, as amended by the Third Omnibus Amendment, the Fourth Omnibus Amendment, the Fifth Omnibus Amendment and as the same may be amended, restated, amended and restated, modified or supplemented from time to time.

“SPRSR” means Sprott Private Resource Streaming and Royalty (Collector), LP, a limited partnership formed under the laws of the Province of Ontario, and its successors and assigns.

“Third Omnibus Amendment” means the third omnibus amendment agreement dated as of December 5, 2022 among the Obligors, the holders of the Convertible Debentures and others.

Each Obligor covenants and agrees with the Royalty Holder that:

Any payment not made by an Obligor when due shall incur interest from the due date until such payment is made in full at a per annum rate equal to ELEVEN percent (11.0%) per annum calculated daily and on the basis of the actual number of days elapsed, and a year of 356 or 366 days, as applicable, and compounded monthly and payable on demand by the Royalty Holder.

The Obligors will reimburse the Royalty Holder within thirty (30) days of the Royalty Holder providing, or causing to provide, a written invoice and supporting documentation in respect thereof, all of Royalty Holder’s reasonable out-of-pocket costs and expenses incurred in respect of the negotiation, registration, enforcement of, or the preservation of rights under the Royalty and this Agreement, including the reasonable fees and expenses of legal counsel for the Royalty Holder in connection herewith.

Any notice or written communication given pursuant to or in connection with this Agreement shall be in writing and shall be given by delivering the same personally or by prepaid courier or email, addressed to the party to be notified at the following address of such party or at such other address of which such party has given notice to the other party hereto:

Any such notice will be deemed to have been given and received:

Each of the Parties shall promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other may require from time to time for the purpose of giving effect to this Agreement and shall use all reasonable efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Agreement.

This Agreement constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof and supersede any and all prior agreements or understandings, written or oral, with respect thereto. The Parties confirm, agree and designate that this Agreement constitutes a “Project Finance Document” and all Obligations constitute “PF Obligations” and “Obligations”, as applicable, in each case, for the purposes of the Security Documents, the Security and the Security Sharing Agreement.

Time is and will be of the essence of each and every provision of this Agreement.

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 (other than the conflict of laws rules). Each Obligor agrees that any legal proceeding with respect to this Agreement or to enforce any judgment obtained against the Obligor may be brought by the Royalty Holder in the courts of the Province of Ontario, Canada or in the courts of any jurisdiction where an Obligor may have assets or carries on business, and each Obligor hereby irrevocably submits to the non-exclusive jurisdiction of each such court and acknowledges its competence. Each Obligor agrees that a final judgment against it in any such legal proceeding will be conclusive and may be enforced in any other jurisdiction by suit on the judgment (a certified or exemplified copy of which judgment will be conclusive evidence of the fact and of the amount of the Obligations hereunder) or by such other means provided by law.

No amendment of this Agreement shall be binding unless in writing and signed by all of the Parties hereto.

This Agreement shall terminate upon the later of:

All references to dollars in this Agreement shall be to US dollars.

This Agreement and any schedules, certificates or other writing delivered in connection herewith, may be executed in any number of counterparts and by facsimile or electronic means, with the same effect as if all parties had all signed the same document, and all such counterparts and adopting instruments will be construed together and will constitute one and the same instrument. The execution of this Agreement and any other writing by any Party hereto or thereto will not become effective until counterparts hereof or thereof, as the case may be, have been executed by all the parties hereto or thereto.

[Signature pages immediately follow]

The Parties have executed this Agreement as of the date first above written.

Amended and Restated Royalty Put Option Signature Page

Amended and Restated Royalty Put Option Signature Page

Schedule A

Royalty Put Option Exercise Notice

Bunker Hill Mining Corp.

82 Richmond St East

Toronto, ON M5C 1P1

Reference is made to the following:

Capitalized terms used in this notice and not defined have the same meaning as in the Put Option Agreement.

The undersigned, Royalty Holder, hereby exercises the Royalty Put Option in accordance with the Put Option Agreement and demands payment of US$______________, being the Royalty Purchase Price, to be transferred and paid to it on ___________ by wire transfer to its account with the following details:

Upon receipt of such amount together with all other amounts owing under the Put Option Agreement, the undersigned will execute and deliver the transfer form in the form appended as Schedule B to the Put Option Agreement.

Dated this ____ day of _______________.

Schedule B

Royalty Transfer Form

RECORDING REQUESTED BY AND

WHEN RECORDED RETURN TO:

_________________
_________________
_________________
_________________

MINERAL ROYALTY TRANSFER DEED

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, SPROTT PRIVATE RESOURCE STREAMING AND ROYALTY (US COLLECTOR), LP, a partnership existing under the laws of Delaware [or successor or assignee entity] (“Royalty Holder”), hereby transfers unto BUNKER HILL MINING CORP., a corporation incorporated and existing under the laws of the state of Nevada (“BHMC”), all of the Royalty Holder’s right, title, and interest in and to that certain Royalty described in that certain Royalty Agreement dated June 23, 2023, recorded or notice of which was recorded as Instrument # ________________ on ______________ in ______________ County, Idaho, burdening and appurtenant to the Property and Mining Rights described in Exhibits A and B attached hereto and incorporated herein by this reference.

Royalty Holder hereby transfers, grants, conveys and quitclaims all of the Royalty Holder’s right, title and interest in the Royalty to BHMC, ‘as-is-where-is’ and without any representation and warranty of any kind except as follows:

All capitalized terms herein shall have the meaning set out in the Royalty Agreement, unless otherwise specified in this Deed.

**SIGNATURE ON FOLLOWING PAGE**

//

MINERAL ROYALTY TRANSFER DEED

IN WITNESS WHEREOF, the Royalty Holder has executed this instrument on this_____ day of ____________, 20___.

STATE OF_________________)

                                                    ) ss.

County of _________________)

This record was acknowledged before me on _____________________, 2022 by ___________________________, as the _____________________ of SPROTT PRIVATE RESOURCE STREAMING AND ROYALTY (US GP), LLC [or successee or assignee entity]

MINERAL ROYALTY TRANSFER DEED

EXHIBIT A

Property

MINERAL ROYALTY TRANSFER DEED

EXHIBIT B

Mining Rights

MINERAL ROYALTY TRANSFER DEED