SecProbe.io

CORRESP
1
filename1.htm

    Edward
    R. Shaoul

    303.892.7262

    edward.shaoul@dgslaw.com

December
22, 2023

Via
EDGAR

Division
of Corporation Finance

Office
of Energy & Transportation

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Attention:
Craig Arakawa, John Coleman and Myra Moosariparambil

 Re: Bunker
                                            Hill Mining Corp.

    Form
                                            10-K for Fiscal Year Ended December 31, 2022

    Filed
                                            April 17, 2023

    File
                                            No. 333-150028

Dear
Messrs. Arakawa and Coleman and Ms. Moosariparambil:

On
behalf of Bunker Hill Mining Corp. (the “Company”), set forth below is the response of the Company to the comments
received by the staff (the “Staff”) of the Securities and Exchange Commission contained in the letter dated December
15, 2023 (the “Comment Letter”) regarding the above-referenced annual report on Form 10-K for the fiscal year ended
December 31, 2023 (the “10-K”). In connection therewith, the Company has filed via EDGAR Amendment No. 1 to Annual
Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Amended 10-K”), which incorporates the changes
made in response to the Comment Letter.

For
ease of reference, the text of the Staff’s comment is reproduced in bold-face type below, followed by the Company’s response.

Item
2. Property, page 21

1. Please
                                            disclose a property map as required by Item 1304(b)(1)(i) of Regulation S-K.

Response:
The Company has revised the disclosure in response to the Staff’s comment. Please see the Amended 10-K under “Property
Map of Bunker Hill Mine Land Ownership” on or around page 21.

2. Please
                                            disclose the point of reference associated with the calculation of your mineral resources
                                            as required by Item 1304 (d)(1) of Regulation S-K.

Response:
The Company has revised the disclosure in response to the Staff’s comment. Please see the Amended 10-K in Footnote 9 to Table
1-1 on or around page 23.

Davis
Graham & Stubbs LLP ■ 1550 17th Street, Suite
500 ■ Denver, CO 80202 ■ 303.892.9400 ■ fax 303.893.1379 ■ dgslaw.com

U.S. Securities and Exchange Commission

December 22, 2023

Page 2

3. Please
                                            revise to include Item 1305 of Regulation S-K, regarding internal control disclosure.

Response:
The Company has revised the disclosure in response to the Staff’s comment. Please see the Amended 10-K under “Quality
Assurance/Quality Control” on or around page 22.

Item
9A. Controls and Procedures, page 68

4. Please
                                            revise management’s report to identify the framework that you used to evaluate the
                                            effectiveness of your internal control over financial reporting. To the extent you utilized
                                            the criteria established in Internal Control – Integrated Framework issued by the Committee
                                            of Sponsoring Organizations of the Treadway Commission, please ensure that your disclosure
                                            specifies that you used the updated framework issued in 2013, if true. Please refer to Item
                                            308(a)(2) of Regulation S-K.

Response:
The Company has revised the disclosure in response to the Staff’s comment. Please see the Amended 10-K under “Internal
Control Over Financing Reporting” on or around page 68.

Item
15. Exhibits, Financial Statement Schedules, page 77

5. Please
                                            amend your filing to provide revised Section 906 certifications that refer to the correct
                                            fiscal year end of December 31, 2022. In doing so, please refile the Form 10-K in its entirety,
                                            along with updated certifications that are currently dated and refer to the Form 10-K/A.

Response:
The Company has revised the Section 906 certifications in response to the Staff’s comment. Please see Exhibits 32.3 and 32.4 to
the Amended 10-K.

Exhibit
96.1, page 77

6. We
                                            note your disclosure in the adjacent property section of your technical report summary that
                                            includes mineral resources for the Crescent Silver property. Please revise subsequent technical
                                            reports to remove mineral resources or reserves that have not been prepared under S-K 1300
                                            definitions and requirements.

Response:
The Company acknowledges the Staff’s comment and will ensure that subsequent technical reports required by Item 1300 of Regulation
S-K exclude mineral resources or reserves (including from the Crescent Silver property) that have not been prepared under S-K 1300 definitions
and requirements.

****

U.S. Securities and Exchange Commission

December 22, 2023

Page 3

We
have endeavored to provide you with everything requested. Should you have additional questions or comments, please contact the undersigned
at (303) 892-7262.

    Sincerely,

    /s/
    Edward R. Shaoul

    Edward
    R. Shaoul

           for

    Davis
    Graham & Stubbs LLP

Enclosure

  cc:
  Gerbrand Van Heerden, Bunker Hill Mining Corp.