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June 29, 2023
Sam Ash
Chief Executive Officer
Bunker Hill Mining Corp.
82 Richmond Street East
Toronto, Ontario, Canada M5C 1P1
Re:Bunker Hill Mining Corp.
Registration Statement on Form S-1
Filed June 12, 2023
File No. 333-272589
Dear Sam Ash:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed June 12, 2023
Cover Page
1.We note you disclose that in the event this registration statement is not declared effective
on or before 5:00 p.m. on July 27, 2023, each unexercised Special Warrant will be deemed
exercised on the Automatic Exercise Date into 1.2 Units.  Please expand to discuss this
penalty provision in greater detail and clarify whether each unexercised Special Warrant
will be deemed to be exercised into 1.2 Units instead of 1.0 Units, with each unit being
comprised of 1.2 common shares and 1.2 common stock purchase warrants, or whether
each holder of Special Warrants will acquire an additional unit per unexercised Special
Warrant and such additional unit will be comprised of 1.2 common shares and 1.2
common stock purchase warrants.  In that regard, we note that the disclosure in this
registration statement and Section 3(b) of Exhibit 10.11 does not appear consistent with

 FirstName LastNameSam Ash
 Comapany NameBunker Hill Mining Corp.
 June 29, 2023 Page 2
 FirstName LastName
Sam Ash
Bunker Hill Mining Corp.
June 29, 2023
Page 2
Section 4.1 of Exhibit 10.12. In addition, please ensure you address the treatment of
fractional units and any obligations to register additional shares in connection with the
penalty provision.
General
2.Please revise to include your unaudited interim financial statements as of and for the three
months ended March 31, 2023 and 2022 in accordance with Rule 8-08 of Regulation S-X.
3.We note Exhibit 107 indicates that you intend for this registration statement to include a
combined prospectus that also relates to your earlier registration statement on Form S-1,
File No. 333-264602. If you intend to use a combined prospectus under Securities Act
Rule 429 for both filings, please revise your registration statement to identify the earlier
registration statement to which the combined prospectus relates by setting forth the file
number at the bottom of the facing page and include all of the information required
relating to all offerings covered by the registration statement. Please also provide
an explanatory note explaining that you are relying on Rule 429 to combine prospectuses,
and state the number of shares that were previously registered but unsold and the number
of shares that are being registered for resale for the first time in this registration
statement.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or Karina
Dorin, Attorney-Adviser, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Edward Shaoul, Esq.