Form S-1
as filed with the Securities and Exchange Commission on December 9, 2020
Registration
No. 333-______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
SILVER
BULL RESOURCES, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
1000
|
91-1766677
|
(State or other jurisdiction
of incorporation or organization)
|
(Primary Standard
Industrial Classification Code Number)
|
(I.R.S. Employer
Identification Number)
|
777
Dunsmuir Street, Suite 1610
Vancouver,
B.C.
V7Y
1K4 Canada
(604)
687-5800
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Christopher
Richards
Chief
Financial Officer
777
Dunsmuir Street, Suite 1610
Vancouver,
B.C.
V7Y
1K4 Canada
(604)
687-5800
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
with
a copy to:
Brian Boonstra
Davis Graham
& Stubbs LLP
1550 Seventeenth
Street, Suite 500
Denver,
Colorado 80202
(303) 892-9400
From
time to time after the effective date of this registration statement.
(Approximate
date of commencement of proposed sale to the public)
If any
of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933 check the following box: x
If this
Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer o
Emerging
growth
company o
|
Accelerated
filer o
|
Non-accelerated
filer o
|
Smaller
reporting company x
|
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
CALCULATION
OF REGISTRATION FEE
Title
of Each Class of Securities to be Registered
|
Amount
to be Registered (1)
|
Proposed
Maximum Offering Price per Share (2)
|
Proposed
Maximum Aggregate Offering Price
|
Amount
of Registration Fee (3)
|
Common
stock, $0.01 par value per share (4)
|
5,913,869
|
$0.52
|
$3,075,212
|
$335.51
|
|
(1)
|
Pursuant
to Rule 416(b) under the Securities Act of 1933, as amended (the “Securities
Act”), the shares of common stock offered hereby also include an indeterminate
number of additional shares of common stock as may from time to time become issuable
by reason of stock splits or stock dividends.
|
|
(2)
|
Estimated
solely for the purpose of calculating the registration fee and based upon the average
bid and ask price of the registrant’s common stock as reported on the OTCQB Venture
Marketplace on December 8, 2020, which was within five business days of the filing
date of this registration statement, in accordance with Rule 457(c) under the Securities
Act.
|
|
(3)
|
Pursuant
to Rule 457(o) under the Securities Act, the registration fee has been calculated
on the basis of the maximum aggregate offering price.
|
|
(4)
|
The
shares of common stock will be offered under the secondary offering prospectus relating
to resales by the selling stockholders of the shares of common stock issued to such selling
stockholders. The shares consist of (i) 3,623,580 shares issued to the selling stockholders
on October 27, 2020 in the initial tranche of a private placement, (ii) 1,811,789
shares issuable upon exercise of the warrants issued to the selling stockholders on October 27,
2020 in the initial tranche of the private placement, (iii) 319,000 shares issued
to a selling stockholder on November 9, 2020 in the second and final tranche of
the private placement, and (iv) 159,500 shares issuable upon exercise of the warrants
issued to a selling stockholder on November 9, 2020 in the second and final tranche
of the private placement.
|
THE REGISTRANT
HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
THE
INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL
THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO
SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
Subject
to Completion, dated DECEMBER 9, 2020
PROSPECTUS
5,913,869
Shares
SILVER BULL
RESOURCES, INC.
Common Stock
This
prospectus relates to the sale by the selling stockholders identified in this prospectus of up to 5,913,869 shares of common stock,
par value $0.01 per share, consisting of (i) 3,623,580 shares issued to the selling stockholders on October 27, 2020
in the initial tranche of a private placement, (ii) 1,811,789 shares issuable upon exercise of the warrants issued to the
selling stockholders on October 27, 2020 in the initial tranche of the private placement, (iii) 319,000 shares issued
to a selling stockholder on November 9, 2020 in the second and final tranche of the private placement, and (iv) 159,500
shares issuable upon exercise of the warrants issued to a selling stockholder on November 9, 2020 in the second and final
tranche of the private placement. Each of the warrants issued is exercisable until the fifth anniversary of the closing date of
the respective tranche of the private placement at an exercise price of $0.59.
All
of the shares of common stock offered by this prospectus are being sold by the selling stockholders. It is anticipated that the
selling stockholders will sell these shares of common stock from time to time in one or more transactions, in negotiated transactions
or otherwise, at prevailing market prices or at prices otherwise negotiated (see the section entitled “Plan of Distribution”
beginning on page 26 of this prospectus). We will not receive any proceeds from the sale of these shares by the selling stockholders.
All expenses of registration incurred in connection with this offering are being borne by us, but all selling and other expenses
incurred by the selling stockholders will be borne by the selling stockholders.
The
shares of common stock being offered by the selling stockholders pursuant to this prospectus are “restricted securities”
under the Securities Act of 1933, as amended (the “Securities Act”), before their sale under this prospectus. This
prospectus has been prepared for the purpose of registering these shares of common stock under the Securities Act to allow for
the sale by the selling stockholders to the public without restriction.
Our
common stock is quoted on the Toronto Stock Exchange under the symbol “SVB” and is traded on the OTCQB Venture Marketplace
under the symbol “SVBL.” On December 8, 2020, the closing price of our common stock was Cdn$0.66 per share on
the Toronto Stock Exchange and $0.52 per share on the OTCQB Venture Marketplace.
The
securities offered in this prospectus involve a high degree of risk. You should carefully consider the matters set forth in “Risk
Factors” on page 8 of this prospectus or incorporated by reference herein in determining whether to purchase our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this
prospectus is ,
2020.
TABLE
OF CONTENTS
PROSPECTUS
SUMMARY
|
1
|
The
Offering
|
4
|
FORWARD-LOOKING
STATEMENTS
|
5
|
RISK
FACTORS
|
8
|
USE
OF PROCEEDS
|
17
|
MARKET
FOR OUR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|
17
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
19
|
SELLING
STOCKHOLDERS
|
20
|
DESCRIPTION
OF SECURITIES
|
23
|
PLAN
OF DISTRIBUTION
|
26
|
LEGAL
MATTERS
|
28
|
EXPERTS
|
29
|
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
|
29
|
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
|
30
|
You should
rely only on the information contained in this prospectus. We have not authorized any dealer, salesperson or other person to give
any information or represent anything not contained in this prospectus. You should not rely on any unauthorized information. This
prospectus does not offer to sell or buy any shares in any jurisdiction in which it is unlawful. The information in this prospectus
is current as of the date of this prospectus even though this prospectus may be delivered on a later date. Our business, financial
condition, results of operations and prospects may have changed since that date.
PROSPECTUS
SUMMARY
The
following summary highlights information contained elsewhere in this prospectus. It may not contain all the information that may
be important to you. You should read this entire prospectus carefully, including the section entitled “Risk Factors”
and our historical financial statements and related notes included or incorporated by reference in this prospectus. As used in
this prospectus, unless otherwise specified, references to “Silver Bull,” the “Company,” “we,”
“our” and “us” refer to Silver Bull Resources, Inc. and, unless otherwise specified, its subsidiaries.
All currency amounts in this prospectus are expressed in United States (“U.S.”) dollars, unless otherwise indicated.
Overview
Silver
Bull Resources, Inc. (the “Company”) was incorporated in the State of Nevada on November 8, 1993 as the Cadgie
Company for the purpose of acquiring and developing mineral properties. The Cadgie Company was a spin-off from its predecessor,
Precious Metal Mines, Inc. On June 28, 1996, the Company’s name was changed to Metalline Mining Company. On April 21,
2011, the Company’s name was changed to Silver Bull Resources, Inc. The Company’s fiscal year-end is October 31.
The Company has not realized any revenues from its planned operations and is considered an exploration stage company. The Company
has not established any reserves with respect to its exploration projects and may never enter into the development stage with
respect to any of its projects.
The
Company engages in the business of mineral exploration. The Company currently owns a number of property concessions in Mexico
(collectively known as the “Sierra Mojada Property”). The Company conducts its operations in Mexico through its wholly-owned
subsidiary corporations, Minera Metalin S.A. de C.V. (“Minera Metalin”), Contratistas de Sierra Mojada S.A. de C.V.
(“Contratistas”) and Minas de Coahuila SBR S.A. de C.V. (“Minas”).
In
April 2010, Metalline Mining Delaware, Inc., a wholly-owned subsidiary of the Company incorporated in the State of Delaware, was
merged with and into Dome Ventures Corporation (“Dome”), a Delaware corporation. As a result, Dome became a wholly-owned
subsidiary of the Company. Dome has a wholly-owned subsidiary, Dome Asia Inc. (“Dome Asia”), which is incorporated
in the British Virgin Islands. Dome Asia has a wholly-owned subsidiary, Dome Minerals Nigeria Limited, incorporated in Nigeria.
The
Company’s efforts and expenditures have been concentrated on the exploration of properties, principally the Sierra Mojada
Property located in Coahuila, Mexico (the “Sierra Mojada Project”). The Company has not determined whether its exploration
properties contain ore reserves that are economically recoverable. The ultimate realization of the Company’s investment
in exploration properties is dependent upon the success of future property sales, the existence of economically recoverable reserves,
and the ability of the Company to obtain financing or make other arrangements for exploration, development, and future profitable
production activities. The ultimate realization of the Company’s investment in exploration properties cannot be determined
at this time.
Our
principal office is located at 777 Dunsmuir Street, Suite 1610, Vancouver, British Columbia, V7Y 1K4, Canada, and our telephone
number is (604) 687-5800. We are a Nevada corporation.
We
maintain a website at www.silverbullresources.com, which contains information about us. Our website and the information
contained in and connected to it are not a part of this prospectus.
Current
Developments
South32
Earn-In Option Agreement
On
June 1, 2018, the Company and its subsidiaries Minera Metalin and Contratistas entered into an earn-in option agreement (the
“South32 Option Agreement”) with South32 International Investment Holdings Pty Ltd (“South32”), a wholly
owned subsidiary of South32 Limited (ASX/JSE/LSE: S32), whereby South32 is able to obtain an option to purchase 70% of the shares
of Minera Metalin and Contratistas (the “South32 Option”). Upon the terms and subject to the conditions set forth
in the South32 Option Agreement, in order for South32 to earn and maintain its four-year Option, South32 must have contributed
to Minera Metalin for exploration of the Sierra Mojada Project at least $10 million by the end of Year 4 (the “Initial
Funding”). South32 may exercise the South32 Option by contributing $100 million to Minera Metalin (the “Subscription
Payment”), less the amount of Initial Funding previously contributed by South32. If the full amount of the Subscription
Payment is advanced by South32 and the South32 Option becomes exercisable and is exercised, the Company and South32 will be obligated
to contribute funding to Minera Metalin on a 30/70 pro rata basis. If South32 elects not to continue with the South32 Option during
the four-year option period, the Sierra Mojada Project will remain 100% owned by the Company. The exploration program will be
initially managed by the Company, with South32 being able to approve the exploration program funded by it.
The
Company received funding of $3,144,163 from South32 for Year 1 of the South32 Option Agreement. In April 2019, the Company
received a notice from South32 to maintain the South32 Option Agreement for Year 2 by providing cumulative funding of $6
million by the end of such period. The Company has received funding of $1,414,702 from South32 for Year 2 of the South32
Option Agreement as of July 31, 2020, which time period has been extended by an event of force majeure described in more
detail below. If the South32 Option Agreement is terminated by South32 without cause or if South32 is unable to obtain antitrust
authorization from the Mexican government, the Company is under no obligation to reimburse South32 for amounts contributed under
the South32 Option Agreement.
On
October 11, 2019, the Company and its subsidiary Minera Metalin issued a notice of force majeure to South32 pursuant to the
South32 Option Agreement. Due to a blockade by a cooperative of local miners called Sociedad Cooperativa de Exploración
Minera Mineros Norteños, S.C.L. (“Mineros Norteños”), the Company has temporarily halted all work on
the Sierra Mojada Property. The notice of force majeure was issued because of the blockade’s impact on the ability of the
Company and its subsidiary Minera Metalin to perform their obligations under the South32 Option Agreement. Pursuant to the South32
Option Agreement, any time period provided for in the South32 Option Agreement will generally be extended by a period equal to
the period of delay caused by the event of force majeure. As of December 9, 2020, the blockade by Mineros Norteños
at, on and around the Sierra Mojada Property is ongoing.
Beskauga
Option Agreement
On
August 12, 2020, the Company entered into an option agreement (the “Beskauga Option Agreement”) with Copperbelt
AG, a corporation existing under the laws of Switzerland (“CB Parent”), and Dostyk LLP, an entity existing under the
laws of Kazakhstan and a wholly-owned subsidiary of CB Parent (the “CB Sub,” and together with CB Parent, “CB”),
pursuant to which the Company will receive the exclusive right and option (the “Beskauga Option”) to acquire CB’s
right, title and 100% interest in the Beskauga property located in Kazakhstan (the “Beskauga Property”), which consists
of the Beskauga Main project (the “Beskauga Main Project”) and the Beskauga South project (the “Beskauga South
Project”). Upon the execution of the Beskauga Option Agreement, the Company paid CB Parent $30,000.
The
closing of the transactions contemplated by the Beskauga Option Agreement is subject to customary closing conditions, including
the payment by the Company to CB Parent of $40,000 within five business days after the Company’s due diligence on the Beskauga
Property is completed to the Company’s satisfaction. The Company’s 60-day due diligence period ends on January 15,
2021.
The
Beskauga Option Agreement provides that subject to the terms and conditions set forth in the Beskauga Option Agreement, in order
to maintain the effectiveness of the Beskauga Option, the Company must incur $2,000,000 in cumulative exploration expenditures
on the Beskauga Property by the first anniversary following the closing of the transactions contemplated by the Beskauga Option
Agreement (the “Closing Date”), $5,000,000 in cumulative expenditures on the Beskauga Property by the second anniversary
following the Closing Date, $10,000,000 in cumulative expenditures on the Beskauga Property by the third anniversary following
the Closing Date, and $15,000,000 in cumulative expenditures on the Beskauga Property by the fourth anniversary following the
Closing Date (collectively, the “Exploration Expenditures”). The Beskauga Option Agreement also provides that subject
to the terms and conditions set forth in the Beskauga Option Agreement, after the Company has incurred the Exploration Expenditures,
it may exercise the Beskauga Option and acquire (i) the Beskauga Property by paying CB $15,000,000 in cash, (ii) the
Beskauga Main Project only by paying CB $13,500,000 in cash, or (iii) the Beskauga South Project only by paying CB $1,500,000
in cash.
In
addition, the Beskauga Option Agreement provides that subject to the terms and conditions set forth in the Beskauga Option Agreement,
the Company may be obligated to make the following bonus payments (collectively, the “Bonus Payments”) to CB Parent
if the Beskauga Main Project or the Beskauga South Project is the subject of a bankable feasibility study in compliance with Canadian
National Instrument 43-101 indicating gold equivalent resources in the amounts set forth below, with (i) (A) 20% of
the Bonus Payments payable after completion of the bankable feasibility study or after the mineral resource statement is finally
determined and (B) the remaining 80% of the Bonus Payments due within 15 business days of commencement of on-site construction
of a mine for the Beskauga Main Project or the Beskauga South Project, as applicable, and (ii) up to 50% of the Bonus Payments
payable in shares of common stock of the Company to be valued at the 20-day volume-weighted average trading price of the shares
on the Toronto Stock Exchange calculated as of the date immediately preceding the date such shares are issued:
Gold
equivalent resources
|
Cumulative
Bonus Payments
|
Beskauga
Main Project
|
|
3,000,000
ounces
|
$2,000,000
|
5,000,000
ounces
|
$6,000,000
|
7,000,000
ounces
|
$12,000,000
|
10,000,000
ounces
|
$20,000,000
|
Beskauga
South Project
|
|
2,000,000
ounces
|
$2,000,000
|
3,000,000
ounces
|
$5,000,000
|
4,000,000
ounces
|
$8,000,000
|
5,000,000
ounces
|
$12,000,000
|
The
Beskauga Option Agreement may be terminated under certain circumstances, including (i) upon the mutual written agreement
of the Company and CB; (ii) upon the delivery of written notice by the Company, provided that at the time of delivery of
such notice, unless there has been a material breach of a representation or warranty given by CB that has not been cured, the
Beskauga Property is in good standing; (iii) if there is a material breach by a party of its obligations under the Beskauga
Option Agreement and the other party has provided written notice of such material breach, which is incapable of being cured or
remains uncured; or (iv) if the Closing Date does not occur by August 12, 2021.
The
Offering
The
following summary describes the principal terms of the offering but is not intended to be complete. See “Selling Stockholders”
and “Plan of Distribution” in this prospectus for a more detailed description of the selling stockholders, the terms
and conditions of the distribution of the shares of common stock and the shares of common stock issuable upon the exercise of
warrants, and the offering. For a more detailed description of our common stock and warrants to purchase our common stock, see
“Description of Securities.”
Common
stock offered by the selling stockholders:
|
|
5,913,869
shares of common stock, par value $0.01 per share, consisting of (i) 3,623,580 shares issued to the selling stockholders
on October 27, 2020 in the initial tranche of the private placement, (ii) 1,811,789 shares issuable upon exercise
of the warrants (at an exercise price of $0.59) issued to the selling stockholders on October 27, 2020 in the initial
tranche of the private placement, (iii) 319,000 shares issued to a selling stockholder on November 9, 2020 in the
second and final tranche of the private placement, and (iv) 159,500 shares issuable upon exercise of the warrants (at
an exercise price of $0.59) issued to a selling stockholder on November 9, 2020 in the second and final tranche of the
private placement.
|
Common
stock outstanding on December 8, 2020:
|
|
33,484,945
shares (1)
|
Common
stock outstanding after this offering:
|
|
35,456,234
shares (2)
|
Use
of proceeds:
|
|
We
will not receive any proceeds from the sale of shares in this offering by the selling stockholders.
|
Ticker
symbol:
|
|
SVB
(Toronto Stock Exchange); SVBL (OTCQB Venture Marketplace)
|
Risk
factors:
|
|
You
should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth
in the “Risk Factors” section beginning on page 8 of this prospectus before deciding whether or not to invest
in shares of our common stock.
|
|
(1)
|
Excludes
(a) 1,811,789 shares issuable upon the exercise of warrants issued to the selling
stockholders on October 27, 2020 in the initial tranche of the private placement,
(b) 159,500 shares issuable upon the exercise of warrants issued to the selling
stockholders on November 9, 2020 in the second and final tranche of the private
placement, (c) 2,043,750 shares of common stock issuable upon the exercise of outstanding
options, which are not being offered by this prospectus.
|
|
(2)
|
Includes
(a) 1,811,789 shares issuable upon the exercise of warrants issued to the selling
stockholders on October 27, 2020 in the initial tranche of the private placement
and (b) 159,500 shares issuable upon the exercise of warrants issued to the selling
stockholders on November 9, 2020 in the second and final tranche of the private
placement, and excludes (i) 2,043,750 shares of common stock issuable upon the exercise
of outstanding options, which are not being offered by this prospectus.
|
FORWARD-LOOKING
STATEMENTS
This
registration statement on Form S-1 includes certain statements that may be deemed to be “forward-looking statements”
within the meaning of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
the U.S. Private Securities Litigation Reform Act of 1995, and “forward-looking information” within the meaning of
applicable Canadian securities legislation. We use words such as “anticipate,” “continue,” “likely,”
“estimate,” “expect,” “may,” “will,” “projection,” “should,”
“believe,” “potential,” “could,” or similar words suggesting future outcomes (including negative
and grammatical variations) to identify forward-looking statements. These statements concern the following, among other things:
|
·
|
The
sufficiency of our existing cash resources to enable us to continue our operations for
the next 12 months as a going concern;
|
|
·
|
Future
payments that may be made by South32 under the terms of the Earn-In Option Agreement;
|
|
·
|
The
anticipated closing of the transactions contemplated by the Beskauga Option Agreement,
future exploration expenditures on the Beskauga Property, the potential exercise of the
Beskauga Option and potential Bonus Payments under the Beskauga Option Agreement;
|
|
·
|
Prospects
of entering the development or production stage with respect to any of our projects;
|
|
·
|
Our
planned activities at the Sierra Mojada Project;
|
|
·
|
Whether
any part of the Sierra Mojada Project will ever be confirmed or converted into Securities
and Exchange Commission (“SEC”) Industry Guide 7-compliant “reserves”;
|
|
·
|
The
requirement of additional power supplies for the Sierra Mojada Project if a mining operation
is determined to be feasible;
|
|
·
|
Our
ability to obtain and hold additional concessions in the Sierra Mojada Project area;
|
|
·
|
The
timing, duration and overall impact of the COVID-19 pandemic on the Company’s business;
|
|
·
|
Whether
we will be required to obtain additional surface rights if a mining operation is determined
to be feasible;
|
|
·
|
The
possible impact on the Company’s operations of the blockade by a cooperative of
miners on the Sierra Mojada Property;
|
|
·
|
The
potential acquisition of additional mineral properties or property concessions;
|
|
·
|
Testing
of the impact of the fine bubble flotation test work on the recovery of minerals and
initial rough concentrate grade;
|
|
·
|
The
impact of recent accounting pronouncements on our financial position, results of operations
or cash flows and disclosures;
|
|
·
|
The
impact of changes to current state or federal laws and regulations on estimated capital
expenditures, the economics of a particular project and/or our activities;
|
|
·
|
Our
ability to raise additional capital and/or pursue additional strategic options, and the
potential impact on our business, financial condition and results of operations of doing
so or not;
|
|
·
|
The
impact of changing foreign currency exchange rates on our financial condition;
|
|
·
|
The
period during which unrecognized compensation expense is expected to be recognized;
|
|
·
|
Whether
using major financial institutions with high credit ratings mitigates credit risk;
|
|
·
|
The
impact of changing economic conditions on interest rates;
|
|
·
|
Our
expectations regarding future recovery of value-added taxes paid in Mexico; and
|
|
·
|
The
merits of any claims in connection with, and the expected timing of any, ongoing legal
proceedings.
|
These
statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical
trends, current conditions, expected future developments and other factors we believe are appropriate in the circumstances. Such
statements are subject to a number of assumptions, risks and uncertainties, and our actual results could differ from those expressed
or implied in these forward-looking statements as a result of the factors described under “Risk Factors” in our Annual
Report on Form 10-K for the fiscal year ended October 31, 2019 and Quarterly Reports on Form 10-Q for the quarters
ended January 31, 2020, April 30, 2020, and July 31, 2020 including without limitation, risks associated with the
following:
|
·
|
The
continued funding by South32 of amounts required under the Earn-In Option Agreement;
|
|
·
|
The
satisfaction of the closing conditions for the transactions contemplated by the Beskauga
Option Agreement, the results of future exploration at the Beskauga Property, including
a feasibility study in compliance with Canadian National Instrument 43-101, and our ability
to raise the capital for exploration expenditures on the Beskauga Property to maintain
the effectiveness of the Beskauga Option;
|
|
·
|
Our
ability to obtain additional financial resources on acceptable terms to (i) conduct our
exploration activities and (ii) maintain our general and administrative expenditures
at acceptable levels;
|
|
·
|
Our
ability to acquire additional mineral properties or property concessions;
|
|
·
|
Results
of future exploration at our Sierra Mojada Project;
|
|
·
|
Worldwide
economic and political events affecting (i) the market prices for silver, zinc,
lead, copper and other minerals that may be found on our exploration properties (ii) interest
rates and (iii) foreign currency exchange rates;
|
|
·
|
Outbreaks
of disease, including the COVID-19 pandemic, and related stay-at-home orders, quarantine
policies and restrictions on travel, trade and business operations;
|
|
·
|
The
amount and nature of future capital and exploration expenditures;
|
|
·
|
Volatility
in our stock price;
|
|
·
|
Our
inability to obtain required permits;
|
|
·
|
Competitive
factors, including exploration-related competition;
|
|
·
|
Timing
of receipt and maintenance of government approvals;
|
|
·
|
Unanticipated
title issues;
|
|
·
|
Changes
in regulatory frameworks or regulations affecting our activities;
|
|
·
|
Our
ability to retain key management, consultants and experts necessary to successfully operate
and grow our business; and
|
|
·
|
Political
and economic instability in Mexico and other countries in which we conduct our business,
and future potential actions of the governments in such countries with respect to nationalization
of natural resources or other changes in mining or taxation policies.
|
These
factors are not intended to represent a complete list of the general or specific factors that could affect us.
All
forward-looking statements speak only as of the date made. All subsequent written and oral forward-looking statements attributable
to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Except as required
by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on
which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. You should not place undue
reliance on these forward-looking statements.
RISK
FACTORS
A
purchase of our securities involves a high degree of risk. Our business, operating or financial condition could be harmed due
to any of the following risks. Accordingly, investors should carefully consider these risks in making a decision as to whether
to purchase, sell or hold our securities. In addition, investors should note that the risks described below are not the only risks
facing us. Additional risks not presently known to us, or risks that do not seem significant today, may impair our business operations
in the future.
Risks
Related to Our Business
If
South32 exercises its option to purchase 70% of the equity of Minera Metalin and Contratistas, we will no longer control the development
of the Sierra Mojada Project.
On
June 1, 2018, we entered into the South32 Option Agreement with South32, a wholly owned subsidiary of South32 Limited (ASX/JSE/LSE:
S32), whereby South32 is able to obtain the option to purchase 70% of the equity of Minera Metalin and Contratistas. If South32
exercises the South32 Option, then we will no longer control the development of the Sierra Mojada Project. South32 would have
the ability to control the timing and pace of future development, and its decisions may not be in the best interests of the Company
and its stockholders.
If
South32 were to exercise its option to purchase 70% of the equity of Minera Metalin and Contratistas, we will be required to contribute
30% of subsequent funding toward development of the Sierra Mojada Project, and we do not currently have sufficient funds to do
so.
If
South32 exercises its option to purchase 70% of the equity of Minera Metalin and Contratistas, under the terms of the South32
Option Agreement, we will retain a 30% ownership in Minera Metalin and Contratistas, and be obligated to contribute 30% of subsequent
funding toward the development of the Sierra Mojada Project. If we fail to satisfy our funding commitment, our interest in Minera
Metalin and Contratistas will be diluted. We do not currently have sufficient funds with which to satisfy this future funding
commitment, and there is no certainty that we will be able to obtain sufficient future funds on acceptable terms or at all.
We
may have difficulty meeting our current and future capital requirements.
Our
management and our board of directors monitor our overall costs and expenses and, if necessary, adjust our programs and planned
expenditures in an attempt to ensure that we have sufficient operating capital. We continue to evaluate our costs and planned
expenditures for our ongoing exploration efforts at our Sierra Mojada Project. As of July 31, 2020, we had cash and cash
equivalents of $1,038,756. Even with the South32 funds, the continued exploration and possible development of the Sierra Mojada
Project will require significant amounts of additional capital. If we are unable to fund future operations by way of financings,
including public or private offerings of equity or debt securities, we will need to significantly reduce operations, which will
result in an adverse impact on our business, financial condition and exploration activities. We do not have a credit, off-take
or other commercial financing arrangement in place that would finance continued evaluation or development of the Sierra Mojada
Project, and we believe that securing credit for these projects may be difficult. Moreover, equity financing may not be available
on attractive terms and, if available, will likely result in significant dilution to existing stockholders.
We
are an exploration stage mining company with no history of operations.
We
are an exploration stage enterprise engaged in mineral exploration in Mexico. We have a very limited operating history and are
subject to all the risks inherent in a new business enterprise. As an exploration stage company, we may never enter the development
and production stages. To date, we have had no revenues and have relied upon equity financing and South32 funding to fund our
operations. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications,
and delays frequently encountered in connection with an exploration stage business, and the competitive and regulatory environment
in which we operate and will operate, such as under-capitalization, personnel limitations, and limited financing sources.
We
have no commercially mineable ore body.
No
commercially mineable ore body has been delineated on our Sierra Mojada Project, nor have our properties been shown to contain
proven or probable mineral reserves. Investors should not assume that the projections contained in the report on our Sierra Mojada
Project will ever be realized. We cannot assure you that any mineral deposits we identify on the Sierra Mojada Project or on another
property will qualify as an ore body that can be legally and economically exploited or that any particular level of recovery of
silver, zinc or other minerals from discovered mineralization will in fact be realized. Most exploration projects do not result
in the discovery of commercially mineable ore deposits. Even if the presence of reserves is established at a project, the legal
and economic viability of the project may not justify exploitation.
Mineral
resource estimates may not be reliable.
There
are numerous uncertainties inherent in estimating quantities of mineralized material such as silver, zinc, lead, and copper, including
many factors beyond our control, and no assurance can be given that the recovery of mineralized material will be realized. In
general, estimates of mineralized material are based upon a number of factors and assumptions made as of the date on which the
estimates were determined, including:
|
·
|
geological
and engineering estimates that have inherent uncertainties;
|
|
·
|
the
assumed effects of regulation by governmental agencies;
|
|
·
|
the
judgment of the engineers preparing the estimate;
|
|
·
|
estimates
of future metals prices and operating costs;
|
|
·
|
the
quality and quantity of available data;
|
|
·
|
the
interpretation of that data; and
|
|
·
|
the
accuracy of various mandated economic assumptions, all of which may vary considerably
from actual results.
|
All
estimates are, to some degree, uncertain. For these reasons, estimates of the recoverable mineral resources prepared by different
engineers or by the same engineers at different times may vary substantially. As such, there is significant uncertainty in any
mineralized material estimate, and actual deposits encountered and the economic viability of a deposit may differ materially from
our estimates.
Our
business plan is highly speculative, and its success largely depends on the successful exploration of our Sierra Mojada concessions.
Our
business plan is focused on exploring the Sierra Mojada concessions to identify reserves and, if appropriate, to ultimately develop
this property. Although we have reported mineralized material on our Sierra Mojada Project, we have not established any reserves
and remain in the exploration stage. We may never enter the development or production stage. Exploration of mineralization and
determination of whether the mineralization might be extracted profitably is highly speculative, and it may take a number of years
until production is possible, during which time the economic viability of the project may change. Substantial expenditures are
required to establish reserves, extract metals from ore and construct mining and processing facilities.
The
Sierra Mojada Project is subject to all of the risks inherent in mineral exploration and development. The economic feasibility
of any mineral exploration and/or development project is based upon, among other things, estimates of the size and grade of mineral
reserves, proximity to infrastructures and other resources (such as water and power), anticipated production rates, capital and
operating costs, and metals prices. To advance from an exploration project to a development project, we will need to overcome
various hurdles, including completing favorable feasibility studies, securing necessary permits, and raising significant additional
capital to fund activities. There can be no assurance that we will be successful in overcoming these hurdles. Because of our focus
on the Sierra Mojada Project, the success of our operations and our profitability may be disproportionately exposed to the impact
of adverse conditions unique to the Torreon, Mexico region, as the Sierra Mojada Project is located 250 kilometers north of this
area.
Due
to our history of operating losses, we are uncertain that we will be able to maintain sufficient cash to accomplish our business
objectives.
During
the fiscal years ended October 31, 2019 and October 31, 2018, we suffered net losses of $3,939,000 and $3,520,000 respectively.
At July 31, 2020, we had stockholders’ equity of $8,188,383 and cash and cash equivalents of $1,038,756. Significant
amounts of capital will be required to continue to explore and potentially develop the Sierra Mojada concessions. We are not engaged
in any revenue producing activities, and we do not expect to be in the near future. Currently, our potential sources of funding
consist of the sale of additional equity securities, entering into joint venture agreements or selling a portion of our interests
in our assets. There is no assurance that any additional capital that we will require will be obtainable on terms acceptable to
us, if at all. Failure to obtain such additional financing could result in delays or indefinite postponement of further exploration
of our projects. Additional financing, if available, will likely result in substantial dilution to existing stockholders.
Our
exploration activities require significant amounts of capital that may not be recovered.
Mineral
exploration activities are subject to many risks, including the risk that no commercially productive or extractable resources
will be encountered. There can be no assurance that our activities will ultimately lead to an economically feasible project or
that we will recover all or any portion of our investment. Mineral exploration often involves unprofitable efforts, including
drilling operations that ultimately do not further our exploration efforts. The cost of minerals exploration is often uncertain,
and cost overruns are common. Our drilling and exploration operations may be curtailed, delayed or canceled as a result of numerous
factors, many of which are beyond our control, including title problems, weather conditions, protests, compliance with governmental
requirements, including permitting issues, and shortages or delays in the delivery of equipment and services.
Our
financial condition could be adversely affected by changes in currency exchange rates, especially between the U.S. dollar and
the Mexican peso (“$Mxn”) and the U.S dollar and the Canadian dollar (“$Cdn”) given our focus on the Sierra
Mojada Project in Mexico and our corporate office in Vancouver, Canada.
Our
financial condition is affected in part by currency exchange rates, as portions of our exploration costs in Mexico and general
and administration costs in Canada are denominated in the local currency. A weakening U.S. dollar relative to the $Mxn and $Cdn
will have the effect of increasing exploration costs and general and administration costs while a strengthening U.S. dollar will
have the effect of reducing exploration costs and general and administration costs. The exchange rates between the $Cdn and the
U.S. dollar and between the $Mxn and U.S. dollar have fluctuated widely in response to international political conditions, general
economic conditions and other factors beyond our control.
Our
success depends on developing and maintaining relationships with local communities and other stakeholders.
Our
ongoing and future success depends on developing and maintaining productive relationships with the communities surrounding our
operations and other stakeholders in our operating locations. We believe that our operations can provide valuable benefits to
surrounding communities, in terms of direct employment, training and skills development. In addition, we seek to maintain our
partnerships and relationships with local communities and stakeholders in a variety of ways, including in-kind contributions,
sponsorships and donations. Notwithstanding our ongoing efforts, local communities and stakeholders can become dissatisfied with
our activities or the level of benefits provided, which may result in legal or administrative proceedings, civil unrest, protests,
direct action or campaigns against us, such as the recent blockade by Mineros Norteños that caused us to halt all work
on the Sierra Mojada Property. Any such occurrences, including the blockade, could materially and adversely affect our financial
condition, results of operations and cash flows.
There
is substantial doubt about whether we can continue as a going concern.
To
date, we have earned no revenues and have incurred accumulated net losses of $131,326,341. In addition, we have limited financial
resources. As of July 31, 2020, we had cash and cash equivalents of $1,038,756 and working capital of $940,551. Therefore,
our continuation as a going concern is dependent upon our achieving a future financing or strategic transaction. However, there
is no assurance that we will be successful pursuing a financing or strategic transaction. Accordingly, there is substantial doubt
as to whether our existing cash resources and working capital are sufficient to enable us to continue our operations for the next
12 months as a going concern. Ultimately, in the event that we cannot obtain additional financial resources, or achieve profitable
operations, we may have to liquidate our business interests and investors may lose their investment. The accompanying consolidated
financial statements have been prepared assuming that our company will continue as a going concern. Continued operations are dependent
on our ability to obtain additional financial resources or generate profitable operations. Such additional financial resources
may not be available or may not be available on reasonable terms. Our consolidated financial statements do not include any adjustments
that may result from the outcome of this uncertainty. Such adjustments could be material.
Our
operations may be disrupted, and our financial results may be adversely affected, by global outbreaks of contagious diseases,
including the novel coronavirus (COVID-19) pandemic.
Global
outbreaks of contagious diseases, including the December 2019 outbreak of a novel strain of coronavirus (COVID-19), have the potential
to significantly and adversely impact our operations and business. On March 11, 2020, the World Health Organization recognized
COVID-19 as a global pandemic. Pandemics or disease outbreaks such as the currently ongoing COVID-19 outbreak may have a variety
of adverse effects on our business, including by depressing commodity prices and the market value of our securities and limiting
the ability of our management to meet with potential financing sources. The spread of COVID-19 has had, and continues to have,
a negative impact on the financial markets, which may impact our ability to obtain additional financing in the near term. A prolonged
downturn in the financial markets could have an adverse effect on our business, results of operations and ability to raise capital.
Risks
Related to the Mineral Exploration Industry
There
are inherent risks in the mineral exploration industry
We
are subject to all of the risks inherent in the minerals exploration industry including, without limitation, the following:
|
·
|
we
are subject to competition from a large number of companies, many of which are significantly
larger than we are, in the acquisition, exploration and development of mining properties;
|
|
·
|
we
might not be able raise enough money to pay the fees and taxes and perform the labor
necessary to maintain our concessions in good status;
|
|
·
|
exploration
for minerals is highly speculative, involves substantial risks and is frequently unproductive,
even when conducted on properties known to contain significant quantities of mineralization,
and our exploration projects may not result in the discovery of commercially mineable
deposits of ore;
|
|
·
|
the
probability of an individual prospect ever having reserves that meet the requirements
for reporting under SEC Industry Guide 7 is remote and any funds spent on exploration
may be lost;
|
|
·
|
our
operations are subject to a variety of existing laws and regulations relating to exploration
and development, permitting procedures, safety precautions, property reclamation, employee
health and safety, air quality standards, pollution and other environmental protection
controls, and we may not be able to comply with these regulations and controls; and
|
|
·
|
a
large number of factors beyond our control, including fluctuations in metal prices, inflation,
and other economic conditions, will affect the economic feasibility of mining.
|
Metals
prices are subject to extreme fluctuation.
Our
activities are influenced by the prices of commodities, including silver, zinc, lead, copper and other metals. These prices fluctuate
widely and are affected by numerous factors beyond our control, including interest rates, expectations for inflation, speculation,
currency values (in particular the strength of the U.S. dollar), global and regional demand, political and economic conditions
and production costs in major metal-producing regions of the world.
Our
ability to establish reserves through our exploration activities, our future profitability and our long-term viability, depend,
in large part, on the market prices of silver, zinc, lead, copper and other metals. The market prices for these metals are volatile
and are affected by numerous factors beyond our control, including:
|
·
|
global
or regional consumption patterns;
|
|
·
|
supply
of, and demand for, silver, zinc, lead, copper and other metals;
|
|
·
|
speculative
activities and producer hedging activities;
|
|
·
|
expectations
for inflation;
|
|
·
|
political
and economic conditions; and
|
|
·
|
supply
of, and demand for, consumables required for production.
|
Future
weakness in the global economy could increase volatility in metals prices or depress metals prices, which could in turn reduce
the value of our properties, make it more difficult to raise additional capital and make it uneconomical for us to continue our
exploration activities.
There
are inherent risks with foreign operations.
Our
business activities are primarily conducted in Mexico, and as such, our activities are exposed to various levels of foreign political,
economic and other risks and uncertainties. These risks and uncertainties include, but are not limited to, terrorism, hostage
taking, military repression, extreme fluctuations in currency exchange rates, high rates of inflation, labor unrest, the risks
of war or civil unrest, expropriation and nationalization, renegotiation or nullification of existing concessions, licenses, permits,
approvals and contracts, illegal mining, changes in taxation policies, restrictions on foreign exchange and repatriation, changing
political conditions (including with respect to North American Free Trade Agreement negotiations), currency controls and governmental
regulations that favor or require the rewarding of contracts to local contractors or require foreign contractors to employ citizens
of, or purchase supplies from, a particular jurisdiction.
Changes,
if any, in mining or investment policies or shifts in political attitude in Mexico may adversely affect our exploration and possible
future development activities. We may also be affected in varying degrees by government regulations with respect to, but not limited
to, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and
mine safety. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications
and tenure, could result in loss, reduction or expropriation of entitlements or the imposition of additional local or foreign
parties as joint venture partners with carried or other interests.
The
occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on our operations.
In addition, legislation in the United States, Canada or Mexico regulating foreign trade, investment and taxation could have a
material adverse effect on our financial condition.
Our
Sierra Mojada Project is located in Mexico and is subject to various levels of political, economic, legal and other risks.
The
Sierra Mojada Project, our primary focus, is in Mexico. In the past, Mexico has been subject to political instability, changes
and uncertainties, which have resulted in changes to existing governmental regulations affecting mineral exploration and mining
activities. Mexico’s status as a developing country may make it more difficult for us to obtain any required financing for
the Sierra Mojada Project or other projects in Mexico in the future. Our Sierra Mojada Project is also subject to a variety of
governmental regulations governing health and worker safety, employment standards, waste disposal, protection of historic and
archaeological sites, mine development, protection of endangered and protected species and other matters. Mexican regulators have
broad authority to shut down and/or levy fines against facilities that do not comply with regulations or standards.
Our
exploration activities in Mexico may be adversely affected in varying degrees by changing government regulations relating to the
mining industry or shifts in political conditions that increase the costs related to the Sierra Mojada Project. Changes, if any,
in mining or investment policies or shifts in political attitude may adversely affect our financial condition. Expansion of our
activities will be subject to the need to obtain sufficient access to adequate supplies of water, assure the availability of sufficient
power, as well as sufficient surface rights which could be affected by government policy and competing operations in the area.
We
also have litigation risk with respect to our operations. In particular, on May 20, 2014, Mineros Norteños filed an
action in the Local First Civil Court in the District of Morelos, State of Chihuahua, Mexico, against our subsidiary, Minera Metalin,
claiming that Minera Metalin breached an agreement regarding the development of the Sierra Mojada Project. Mineros Norteños
sought payment of the Royalty (as defined below), including interest at a rate of 6% per annum since August 30, 2004, even
though no revenue has been produced from the applicable mining concessions. It also sought payment of wages to the cooperative’s
members since August 30, 2004, even though none of the individuals were ever hired or performed work for Minera Metalin under
this agreement and Minera Metalin never committed to hiring them. On January 19, 2015, the case was moved to the Third District
Court (of federal jurisdiction). In October 2017, the court ruled that Mineros Norteños was time barred from bringing the
case. Subsequently, in October 2017, Mineros Norteños appealed this ruling. On July 31, 2019, the Federal Appeal Court
upheld the original ruling. This ruling was subsequently challenged by Mineros Norteños and on January 24, 2020, the
Federal Circuit Court ruled that the Federal Appeal Court must consider additional factors in its ruling. In March 2020, the Federal
Appeals Court upheld the original ruling after considering these additional factors. In August 2020, Mineros Norteños appealed
this ruling. The Company and the Company’s Mexican legal counsel believe that it is unlikely that the court’s ruling
will be overturned. The Company has not accrued any amounts in its interim condensed consolidated financial statements with respect
to this claim.
The
occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on our financial
condition. Future changes in applicable laws and regulations or changes in their enforcement or regulatory interpretation could
negatively impact current or planned exploration activities with the Sierra Mojada Project or in respect to any other projects
in which we become involved in Mexico. Any failure to comply with applicable laws and regulations, even if inadvertent, could
result in the interruption of exploration operations or material fines, penalties or other liabilities.
Title
to our properties may be challenged or defective.
Our
future operations, including our activities at the Sierra Mojada Project and other exploration activities, will require additional
permits from various governmental authorities. Our operations are and will continue to be governed by laws and regulations governing
prospecting, mineral exploration, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land
use, environmental protection, mine safety, mining royalties and other matters. There can be no assurance that we will be able
to acquire all required licenses, permits or property rights on reasonable terms or in a timely manner, or at all, that such terms
will not be adversely changed, that required extensions will be granted or that the issuance of such licenses, permits or property
rights will not be challenged by third parties.
We
attempt to confirm the validity of our rights of title to, or contract rights with respect to, each mineral property in which
we have a material interest. However, we cannot guarantee that title to our properties will not be challenged. The Sierra Mojada
Property may be subject to prior unregistered agreements, interests or native land claims, and title may be affected by undetected
defects. There may be valid challenges to the title of any of the claims comprising the Sierra Mojada Property that, if successful,
could impair possible development and/or operations with respect to such properties in the future. Challenges to permits or property
rights, whether successful or unsuccessful, changes to the terms of permits or property rights or a failure to comply with the
terms of any permits or property rights that have been obtained, could have a material adverse effect on our business by delaying
or preventing or making continued operations economically unfeasible.
A
title defect could result in Silver Bull losing all or a portion of its right, title and interest to and in the properties to
which the title defect relates. Title insurance generally is not available, and our ability to ensure that we have obtained secure
title to individual mineral properties or mining concessions may be severely constrained. In addition, we may be unable to operate
our properties as permitted or to enforce our rights with respect to our properties. We annually monitor the official mining records
in Mexico City to determine if there are annotations indicating the existence of a legal challenge against the validity of any
of our concessions. As of December 2020, and to the best of our knowledge, there are no such annotations, nor are we aware of
any challenges from the government or from third parties, except for the Mineros Norteños legal proceeding described in
the aforementioned risk factor entitled “Our Sierra Mojada Project is located in Mexico and is subject to various levels
of political, economic, legal and other risks.”
In
addition, in connection with the purchase of certain mining concessions, Silver Bull agreed to pay a net royalty interest on revenue
from future mineral sales on certain concessions at the Sierra Mojada Project, including concessions on which a significant portion
of our mineralized material is located. The aggregate amount payable under this royalty is capped at $6.875 million (the “Royalty”),
an amount that will only be reached if there is significant future production from the concessions. In addition, records from
prior management indicate that additional royalty interests may have been created, although the continued applicability and scope
of these interests are uncertain. The existence of these royalty interests may have a material effect on the economic feasibility
of potential future development of the Sierra Mojada Project.
We
are subject to complex environmental and other regulatory risks, which could expose us to significant liability and delay and,
potentially, the suspension or termination of our exploration efforts.
Our
mineral exploration activities are subject to federal, state and local environmental regulations in the jurisdictions where our
mineral properties are located. These regulations mandate, among other things, the maintenance of air and water quality standards
and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous
waste. No assurance can be given that environmental standards imposed by these governments will not be changed, thereby possibly
materially adversely affecting our proposed activities. Compliance with these environmental requirements may also necessitate
significant capital outlays or may materially affect our earning power.
Environmental
legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance,
more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their
officers, directors and employees. For example, as a result of recent changes in environmental laws in Mexico, more legal actions
supported or sponsored by non-governmental groups interested in halting projects may be filed against companies operating in all
industrial sectors, including the mining sector. Mexican projects are also subject to the environmental agreements entered into
by Mexico, the United States and Canada in connection with the North American Free Trade Agreement.
Future
changes in environmental regulations in the jurisdictions where our projects are located may adversely affect our exploration
activities, make them prohibitively expensive or prohibit them altogether. Environmental hazards may exist on the properties in
which we currently hold interests, such as the Sierra Mojada Project, or may hold interests in the future, which are unknown to
us at present and may have been caused by us or previous owners or operators, or may have occurred naturally. We may be liable
for remediating any damage that we may have caused. The liability could include costs for removing or remediating the release
and damage to natural resources, including ground water, as well as paying fines and penalties.
Our
industry is highly competitive, attractive mineral properties and property concessions are scarce, and we may not be able to obtain
quality properties or concessions.
We
compete with other mining and exploration companies in the acquisition of mineral properties and property concessions. There is
competition for a limited number of attractive mineral property acquisition opportunities, some of which is with other companies
having substantially greater financial resources, staff and facilities than we do. As a result, we may have difficulty acquiring
quality mineral properties or property concessions.
We
may face a shortage of water.
Water
is essential in all phases of the exploration and development of mineral properties. It is used in such processes as exploration,
drilling, leaching, placer mining, dredging, testing, and hydraulic mining. Both the lack of available water and the cost of acquisition
may make an otherwise viable project economically impossible to complete. In November 2013, Silver Bull was granted the right
to exploit up to 3.5 million cubic meters of water per year from six different well sites by the water regulatory body in Mexico,
La Comisión Nacional del Agua, but it has yet to be determined if the six well sites can produce this much water over a
sustained period of time.
Our
non-operating properties are subject to various hazards.
We
are subject to risks and hazards, including environmental hazards, the encountering of unusual or unexpected geological formations,
cave-ins, flooding, earthquakes and periodic interruptions due to inclement or hazardous weather conditions. These occurrences
could result in damage to, or destruction of, mineral properties or future production facilities, personal injury or death, environmental
damage, delays in our exploration activities, asset write-downs, monetary losses and possible legal liability. We may not be insured
against all losses or liabilities, either because such insurance is unavailable or because we have elected not to purchase such
insurance due to high premium costs or other reasons. Although we maintain insurance in an amount that we consider to be adequate,
liabilities might exceed policy limits, in which event we could incur significant costs that could adversely affect our activities.
The realization of any significant liabilities in connection with our activities as described above could negatively affect our
activities and the price of our common stock.
We
need and rely upon key personnel.
Presently,
we employ a limited number of full-time employees, utilize outside consultants and, in large part, rely on the personal efforts
of our officers and directors. Our success will depend, in part, upon the ability to attract and retain qualified employees. In
particular, we have only three executive officers, Brian Edgar, Timothy Barry and Christopher Richards, and the loss of the services
of any of these three would adversely affect our business.
Risks
Relating to Our Common Stock
Further
equity financings may lead to the dilution of our common stock.
In
order to finance future operations, we may raise funds through the issuance of common stock or the issuance of debt instruments
or other securities convertible into common stock. We cannot predict the size of future issuances of common stock or the size
and terms of future issuances of debt instruments or other securities convertible into common stock or the effect, if any, that
future issuances and sales of our securities will have on the market price of our common stock. Any transaction involving the
issuance of previously authorized but unissued shares, or securities convertible into common stock, would result in dilution,
possibly substantial, to present and prospective security holders. Demand for equity securities in the mining industry has been
weak; therefore, equity financing may not be available on attractive terms and if available, will likely result in significant
dilution to existing stockholders.
No
dividends are anticipated.
At
the present time, we do not anticipate paying dividends, cash or otherwise, on our common stock in the foreseeable future. Future
dividends will depend on our earnings, if any, our financial requirements and other factors. There can be no assurance that we
will pay dividends.
Our
stock price can be very volatile.
Our
common stock is listed on the Toronto Stock Exchange (“TSX”) and trades on the OTCQB. The trading price of our common
stock has been, and could continue to be, subject to wide fluctuations in response to announcements of our business developments,
results and progress of our exploration activities at the Sierra Mojada Project, progress reports on our exploration activities
and other events or factors. In addition, stock markets have experienced significant price volatility in recent months and years.
This volatility has had a substantial effect on the share prices of companies, at times for reasons unrelated to their operating
performance. These fluctuations could be in response to:
|
·
|
volatility
in metal prices;
|
|
·
|
political
developments in the foreign countries in which our properties are located; and
|
|
·
|
news
reports relating to trends in our industry or general economic conditions.
|
These
broad market and industry fluctuations may adversely affect the price of our common stock, regardless of our operating performance.
We
cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including
as to whether our common stock will achieve or remain at levels at or near its offering price, or as to what effect the sale of
shares or the availability of common stock for sale at any time will have on the prevailing market price.
USE
OF PROCEEDS
The
proceeds from the sale or issuance of the shares of common stock that may be offered pursuant to this prospectus will be received
directly by the selling stockholders, and we will not receive any proceeds from the sale of these shares.
MARKET
FOR OUR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
On
September 18, 2020, the Company completed a one-for-eight reverse stock split of the shares of Silver Bull common stock.
All share and per share information in this prospectus has been adjusted to reflect the impact of the reverse stock split.
Market
Information
From
May 2, 2011 to June 28, 2015, our common stock traded on the NYSE American or its predecessor stock exchange under the
symbol “SVBL.” On June 5, 2015, we announced our decision to voluntarily delist our shares of common stock from
the NYSE American due to costs associated with the continued listing and NYSE American exchange rules regarding maintenance of
a minimum share price. On June 29, 2015, our shares began trading on the OTCQB marketplace operated by OTC Markets Group.
Since August 26, 2010, our common stock has been trading on the TSX under the symbol “SVB.”
The
following table sets forth the high and low sales prices of our common stock for each quarter during the fiscal years ending October 31,
2020 and October 31, 2019 and the subsequent interim period, as reported by the OTCQB and the TSX. The sales prices on the
OTCQB reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
|
|
|
|
Toronto
Stock Exchange
(SVB)
|
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
|
($)
|
|
(Cdn$)
|
|
2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First
Quarter ended January 31, 2021 (through December 8, 2020)
|
|
|
$
|
0.61
|
|
|
$
|
0.46
|
|
|
$
|
0.85
|
|
|
$
|
0.61
|
|
|
2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth
Quarter ended October 31, 2020
|
|
|
$
|
0.88
|
|
|
$
|
0.09
|
|
|
$
|
1.36
|
|
|
$
|
0.65
|
|
|
Third
Quarter ended July 31, 2020
|
|
|
|
0.72
|
|
|
|
0.06
|
|
|
|
1.44
|
|
|
|
0.56
|
|
|
Second
Quarter ended April 30, 2020
|
|
|
|
0.48
|
|
|
|
0.02
|
|
|
|
0.80
|
|
|
|
0.24
|
|
|
First
Quarter ended January 31, 2020
|
|
|
|
0.08
|
|
|
|
0.05
|
|
|
|
0.80
|
|
|
|
0.56
|
|
|
2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth
Quarter ended October 31, 2019
|
|
|
$
|
0.12
|
|
|
$
|
0.06
|
|
|
$
|
1.28
|
|
|
$
|
0.64
|
|
|
Third
Quarter ended July 31, 2019
|
|
|
|
0.12
|
|
|
|
0.07
|
|
|
|
1.28
|
|
|
|
0.72
|
|
|
Second
Quarter ended April 30, 2019
|
|
|
|
0.13
|
|
|
|
0.08
|
|
|
|
1.28
|
|
|
|
0.72
|
|
|
First
Quarter ended January 31, 2019
|
|
|
|
0.14
|
|
|
|
0.09
|
|
|
|
1.52
|
|
|
|
0.96
|
|
The
closing price of our common stock on December 8, 2020, was $0.52 per share, as reported on the OTCQB, and Cdn$0.66 per share,
as reported on the TSX.
Holders
As
of December 4, 2020, there were approximately 299 holders of record of our common stock. This does not include persons who
hold our common stock in brokerage accounts or otherwise in “street name.”
Dividends
We
did not declare or pay cash or other dividends on our common stock during the last two fiscal years. We have no plans to pay any
dividends in the foreseeable future.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security
Ownership of Management
The
number of shares of Silver Bull common stock outstanding as of December 8, 2020 was 33,484,945. The following table sets
forth as of December 8, 2020 the number of shares of Silver Bull common stock beneficially owned by each of the Company’s
directors and named executive officers and the number of shares beneficially owned by all of the directors and named executive
officers as a group:
|
|
|
|
Amount
and Nature of Beneficial Ownership *
|
Name
and Address of Beneficial Owner (1)
|
|
Position
|
|
Shares
|
|
Percent
of Common Stock
|
Brian D.
Edgar
|
|
Chairman and Director
|
|
|
1,574,954
|
(3)
|
|
|
4.62
|
%
|
Timothy T. Barry
|
|
President, Chief Executive Officer and Director
|
|
|
665,375
|
(4)
|
|
|
1.96
|
%
|
Sean C. Fallis
|
|
Former Chief Financial Officer (2)
|
|
|
515,000
|
(5)
|
|
|
1.51
|
%
|
Daniel J. Kunz
|
|
Director
|
|
|
355,625
|
(6)
|
|
|
**
|
|
John A. McClintock
|
|
Director
|
|
|
136,500
|
(7)
|
|
|
**
|
|
Christopher
Richards
|
|
Chief Financial Officer
|
|
|
24,000
|
(8)
|
|
|
**
|
|
All
directors and executive officers as a group (6 persons)
|
|
|
|
|
3,271,454
|
|
|
|
9.22
|
%
|
_________________________
|
*
|
Pursuant to Rule 13d-3 under the Exchange Act, beneficial
ownership includes shares as to which the individual or entity has or shares voting power or investment power, and any shares
that the individual or entity has the right to acquire within 60 days of December 8, 2020, including through the exercise
of any option, warrant, or right. For each individual or entity that holds options, warrants or rights to acquire
shares, the shares of Silver Bull common stock underlying those securities are treated as owned by that holder and as outstanding
shares when that holder’s percentage ownership of Silver Bull common stock is calculated. That Silver Bull
common stock is not treated as outstanding when the percentage ownership of any other holder is calculated.
|
|
**
|
The percentage of Silver Bull common stock beneficially owned
is less than one percent (1%).
|
|
(1)
|
The address of these persons is c/o Silver Bull Resources, Inc.,
777 Dunsmuir Street, Suite 1610, Vancouver, British Columbia V7Y 1K4.
|
|
(2)
|
Mr. Fallis resigned from his position as the Company’s
Chief Financial Officer effective as of September 25, 2020.
|
|
(3)
|
Consists of (i) 706,352 shares of Silver Bull common stock
held directly, (ii) 512,500 stock options, which are vested or will vest within 60 days, (iii) warrants to
purchase 106,500 shares of Silver Bull common stock that are exercisable or will be exercisable within 60 days, and (iv) 249,602
shares of Silver Bull common stock owned by Tortuga Investments Corp., a company wholly owned by Mr. Edgar. Excludes
(a) 425,000 shares of Silver Bull common stock and (b) warrants to purchase 212,500 shares of Silver Bull common
stock, in each case that are owned by 0893306 B.C. Ltd., a company wholly owned by Mr. Edgar’s spouse, and of which
Mr. Edgar disclaims beneficial ownership.
|
|
(4)
|
Consists of (i) 127,875 shares of Silver Bull common stock
held directly and (ii) 537,500 stock options, which are vested or will vest within 60 days. Excludes
(a) 319,000 shares of Silver Bull common stock and (b) warrants to purchase 159,500 shares of Silver Bull common
stock, in each case that are owned by Mr. Barry’s spouse, and of which Mr. Barry disclaims beneficial ownership.
|
|
(5)
|
Consists of (i) 2,500 shares of Silver Bull common stock
held directly and (ii) 512,500 stock options, which are vested or will vest within 60 days.
|
|
(6)
|
Consists of (i) 163,125 shares held directly, (ii) 112,500
stock options, which are vested or will vest within 60 days, and (iii) warrants to purchase 80,000 shares of Silver
Bull common stock that are exercisable or will be exercisable within 60 days.
|
|
(7)
|
Consists of (i) 16,000 shares of Silver Bull common stock
held directly, (ii) 112,500 stock options, which are vested or will vest within 60 days, and (iii) warrants to purchase
8,000 shares of Silver Bull common stock that are exercisable or will be exercisable within 60 days.
|
|
(8)
|
Consists
of (i) 16,000 shares of Silver Bull common stock held directly and (ii) warrants to purchase 8,000 shares of
Silver Bull common stock that are exercisable or will be exercisable within 60 days.
|
SELLING
STOCKHOLDERS
Up
to 5,913,869 shares of common stock are being offered by this prospectus, all of which are being registered for sale for the account
of the selling stockholders and all of which were issued to the selling stockholders in the first and second (and final) tranches
of a private placement that closed on October 27, 2020 and November 9, 2020, respectively. These shares consist of the
following:
|
·
|
3,623,580
shares issued to the selling stockholders in the initial tranche of the private placement
on October 27, 2020;
|
|
·
|
1,811,789
shares issuable upon exercise of the warrants (at an exercise price of $0.59) issued
to the selling stockholders in the initial tranche of the private placement on October 27,
2020;
|
|
·
|
319,000
issued to a selling stockholder in the second and final tranche of the private placement
on November 9, 2020; and
|
|
·
|
159,500
shares issuable upon exercise of the warrants (at an exercise price of $0.59) issued
to a selling stockholder in the second and final tranche of the private placement on
November 9, 2020.
|
Each
of the transactions by which the selling stockholders acquired their securities from us was exempt under the registration provisions
of the Securities Act.
The
5,913,869 shares of common stock referred to above are being registered to permit public sales of the shares, and the selling
stockholders may offer the shares for resale from time to time pursuant to this prospectus. The selling stockholders may also
sell, transfer or otherwise dispose of all or a portion of their shares in transactions exempt from the registration requirements
of the Securities Act or pursuant to another effective registration statement covering those shares. We may from time to time
include additional selling stockholders in supplements or amendments to this prospectus.
The
table below sets forth certain information regarding the selling stockholders and the shares of our common stock offered by them
in this prospectus. Unless otherwise indicated in the footnotes to the table below, (i) subject to community property laws
where applicable, the selling stockholders, to our knowledge, have sole voting and investment power with respect to the shares
beneficially owned by them; (ii) none of the selling stockholders are broker-dealers, or are affiliates of a broker-dealer;
and (iii) the selling stockholders have not had a material relationship with us within the past three years.
Beneficial
ownership is determined in accordance with the rules of the SEC. The selling stockholders’ percentage of ownership of our
outstanding shares in the table below is based upon 33,484,945 shares of common stock outstanding as of December 8, 2020
and excludes (a) 1,971,289 shares issuable upon the exercise of the warrants registered for resale in this registration statement
on Form S-1 and (b) 2,043,750 shares of common stock issuable upon the exercise of outstanding options, which are not
being offered by this prospectus.
|
|
|
Ownership
Before Offering
|
|
|
|
Ownership
After Offering (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling
Stockholder
|
|
|
Shares
of common stock and shares issuable upon exercise of options and warrants beneficially
owned
|
|
|
|
Shares
of common stock and shares issuable upon exercise of warrants registered for resale
|
|
|
|
Shares
of common stock registered for resale
|
|
|
|
Shares
issuable upon exercise of warrants registered for resale
|
|
|
|
Shares
of common stock and shares issuable upon exercise of options and warrants beneficially
owned
|
|
|
|
Percentage
of common stock beneficially owned
|
|
National Bank Financial Inc. ITF
90711151 Quebec Inc.
|
|
|
31,917
|
|
|
|
31,917
|
|
|
|
21,278
|
|
|
|
10,639
|
|
|
|
—
|
|
|
|
—
|
|
National Bank Financial Inc. ITF Mark Gibson
|
|
|
47,871
|
|
|
|
47,871
|
|
|
|
31,914
|
|
|
|
15,957
|
|
|
|
—
|
|
|
|
—
|
|
Haywood Securities Inc. FOA WAT Capital Corporation
|
|
|
187,500
|
|
|
|
187,500
|
|
|
|
125,000
|
|
|
|
62,500
|
|
|
|
—
|
|
|
|
—
|
|
Haywood Securities Inc. FOA Jordan Trimble
|
|
|
75,000
|
|
|
|
75,000
|
|
|
|
50,000
|
|
|
|
25,000
|
|
|
|
—
|
|
|
|
—
|
|
BMO Nesbitt Burns, Account# 402-20034-22 (Peter
Markouzis)
|
|
|
375,000
|
|
|
|
375,000
|
|
|
|
250,000
|
|
|
|
125,000
|
|
|
|
—
|
|
|
|
—
|
|
Tortuga Investments Corp. (2)
|
|
|
356,102
|
|
|
|
319,500
|
|
|
|
213,000
|
|
|
|
106,500
|
|
|
|
36,602
|
|
|
|
*
|
|
0893306 BC LTD.
|
|
|
637,500
|
|
|
|
637,500
|
|
|
|
425,000
|
|
|
|
212,500
|
|
|
|
—
|
|
|
|
—
|
|
Daniel J. Kunz
|
|
|
355,625
|
|
|
|
240,000
|
|
|
|
160,000
|
|
|
|
80,000
|
|
|
|
115,625
|
|
|
|
*
|
|
John A. McClintock
|
|
|
136,500
|
|
|
|
24,000
|
|
|
|
16,000
|
|
|
|
8,000
|
|
|
|
112,500
|
|
|
|
*
|
|
Christopher Richards
|
|
|
24,000
|
|
|
|
24,000
|
|
|
|
16,000
|
|
|
|
8,000
|
|
|
|
—
|
|
|
|
—
|
|
David Xuan
|
|
|
15,000
|
|
|
|
15,000
|
|
|
|
10,000
|
|
|
|
5,000
|
|
|
|
—
|
|
|
|
—
|
|
William Matlack
|
|
|
300,005
|
|
|
|
300,000
|
|
|
|
200,000
|
|
|
|
100,000
|
|
|
|
5
|
|
|
|
*
|
|
David Tilford Underwood
|
|
|
102,000
|
|
|
|
64,500
|
|
|
|
43,000
|
|
|
|
21,500
|
|
|
|
37,500
|
|
|
|
*
|
|
Canaccord Genuity Corp. ITF Tracey Lynne Rand
|
|
|
240,000
|
|
|
|
240,000
|
|
|
|
160,000
|
|
|
|
80,000
|
|
|
|
—
|
|
|
|
—
|
|
Kristyn Payne
|
|
|
52,500
|
|
|
|
52,500
|
|
|
|
35,000
|
|
|
|
17,500
|
|
|
|
—
|
|
|
|
—
|
|
Kristyn Payne and R. Scott Heffernan JT TEN/WROS
|
|
|
37,500
|
|
|
|
37,500
|
|
|
|
25,000
|
|
|
|
12,500
|
|
|
|
—
|
|
|
|
—
|
|
Matthew Mason
|
|
|
300,000
|
|
|
|
300,000
|
|
|
|
200,000
|
|
|
|
100,000
|
|
|
|
—
|
|
|
|
—
|
|
Tim Young
|
|
|
300,000
|
|
|
|
300,000
|
|
|
|
200,000
|
|
|
|
100,000
|
|
|
|
—
|
|
|
|
—
|
|
Mackie Research Capital Corp. ITF Jeff Crane
|
|
|
159,000
|
|
|
|
159,000
|
|
|
|
106,000
|
|
|
|
53,000
|
|
|
|
—
|
|
|
|
—
|
|
Michael Richards
|
|
|
9,900
|
|
|
|
9,900
|
|
|
|
6,600
|
|
|
|
3,300
|
|
|
|
—
|
|
|
|
—
|
|
Keith A. Kostuch Revocable Trust UA 05/28/10;
Keith A. Kostuch and Erna B. Kostuch, TR
|
|
|
15,000
|
|
|
|
15,000
|
|
|
|
10,000
|
|
|
|
5,000
|
|
|
|
—
|
|
|
|
—
|
|
Barry A. Sorkin Trust UAD 8/3/98 Barry A.
Sorkin, TTEE
|
|
|
26,250
|
|
|
|
18,750
|
|
|
|
12,500
|
|
|
|
6,250
|
|
|
|
7,500
|
|
|
|
*
|
|
Timothy Farrell
|
|
|
25,500
|
|
|
|
25,500
|
|
|
|
17,000
|
|
|
|
8,500
|
|
|
|
—
|
|
|
|
—
|
|
Dennis Goebel and Lori Goebel JT TEN/WROS
|
|
|
105,770
|
|
|
|
90,000
|
|
|
|
60,000
|
|
|
|
30,000
|
|
|
|
15,770
|
|
|
|
*
|
|
RBC Capital Markets LLC CUST FBO Renald E.
Gregoire Roth IRA
|
|
|
37,500
|
|
|
|
37,500
|
|
|
|
25,000
|
|
|
|
12,500
|
|
|
|
—
|
|
|
|
—
|
|
RBC Capital Markets LLC CUST FBO David L.
Jenson IRA
|
|
|
45,000
|
|
|
|
45,000
|
|
|
|
30,000
|
|
|
|
15,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
Ownership
Before Offering
|
|
|
|
Ownership
After Offering (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling
Stockholder
|
|
|
Shares
of common stock and shares issuable upon exercise of options and warrants beneficially
owned
|
|
|
|
Shares
of common stock and shares issuable upon exercise of warrants registered for resale
|
|
|
|
Shares
of common stock registered for resale
|
|
|
|
Shares
issuable upon exercise of warrants registered for resale
|
|
|
|
Shares
of common stock and shares issuable upon exercise of options and warrants beneficially
owned
|
|
|
|
Percentage
of common stock beneficially owned
|
|
RBC Capital Markets LLC CUST FBO
Bruce Plaut Roth IRA
|
|
|
25,260
|
|
|
|
25,260
|
|
|
|
16,840
|
|
|
|
8,420
|
|
|
|
—
|
|
|
|
—
|
|
Richard Ruden and Wendy S. Ruden JT TEN/WROS
|
|
|
45,000
|
|
|
|
45,000
|
|
|
|
30,000
|
|
|
|
15,000
|
|
|
|
—
|
|
|
|
—
|
|
Saif Ahmad Suddiqui
|
|
|
15,000
|
|
|
|
15,000
|
|
|
|
10,000
|
|
|
|
5,000
|
|
|
|
—
|
|
|
|
—
|
|
Buddy Stanley and Judith L. Stanley JT TEN/WROS
|
|
|
60,000
|
|
|
|
60,000
|
|
|
|
40,000
|
|
|
|
20,000
|
|
|
|
—
|
|
|
|
—
|
|
Taylor Family Trust UAD 11/27/01 Richard and
Karen Taylor, TTEES
|
|
|
275,000
|
|
|
|
75,000
|
|
|
|
50,000
|
|
|
|
25,000
|
|
|
|
200,000
|
|
|
|
*
|
|
Taylor 2011 Irrevocable Trust UA 11/21/11
Richard K. Taylor and Karen C. Taylor, TR
|
|
|
275,000
|
|
|
|
75,000
|
|
|
|
50,000
|
|
|
|
25,000
|
|
|
|
200,000
|
|
|
|
*
|
|
David G. Ramaley and Laurie McQuaig JT TEN/WROS
|
|
|
37,500
|
|
|
|
37,500
|
|
|
|
25,000
|
|
|
|
12,500
|
|
|
|
—
|
|
|
|
—
|
|
Caelin Investments LP, Attn: Lee R. Howard
|
|
|
90,000
|
|
|
|
90,000
|
|
|
|
60,000
|
|
|
|
30,000
|
|
|
|
—
|
|
|
|
—
|
|
David Durham Survivors Trust UA 10/04/14 David
Durham, TR
|
|
|
90,000
|
|
|
|
90,000
|
|
|
|
60,000
|
|
|
|
30,000
|
|
|
|
—
|
|
|
|
—
|
|
Bruce F. Israel Revocable Trust UA 03/01/00
Bruce F. Israel, TR
|
|
|
75,000
|
|
|
|
75,000
|
|
|
|
50,000
|
|
|
|
25,000
|
|
|
|
—
|
|
|
|
—
|
|
Paul N. Chipuris Trust UA 1/21/2013 Paul N.
Chiapuris, TR
|
|
|
75,000
|
|
|
|
75,000
|
|
|
|
50,000
|
|
|
|
25,000
|
|
|
|
—
|
|
|
|
—
|
|
Patrick T. Rockford and Mary M. Rockford JT
TEN/WROS
|
|
|
75,000
|
|
|
|
75,000
|
|
|
|
50,000
|
|
|
|
25,000
|
|
|
|
—
|
|
|
|
—
|
|
Scott Hettelsater
|
|
|
75,000
|
|
|
|
75,000
|
|
|
|
50,000
|
|
|
|
25,000
|
|
|
|
—
|
|
|
|
—
|
|
Brad T. Bryant
|
|
|
37,500
|
|
|
|
37,500
|
|
|
|
25,000
|
|
|
|
12,500
|
|
|
|
—
|
|
|
|
—
|
|
J&S Silver Family Trust UA 10/30/06 James
D. Silver and Susan B. Silver, TR
|
|
|
37,500
|
|
|
|
37,500
|
|
|
|
25,000
|
|
|
|
12,500
|
|
|
|
—
|
|
|
|
—
|
|
Jody Callaway and Lynn Callaway JT TEN/WROS
|
|
|
45,000
|
|
|
|
45,000
|
|
|
|
30,000
|
|
|
|
15,000
|
|
|
|
—
|
|
|
|
—
|
|
Terence O. and Jean M. Wright JT TEN/WROS
|
|
|
52,500
|
|
|
|
52,500
|
|
|
|
35,000
|
|
|
|
17,500
|
|
|
|
—
|
|
|
|
—
|
|
Cardiovascular Assoc of Teaneck Def Ben Plan
Trust UA 01/01/2010 Stephen J. Angeli, TR
|
|
|
75,000
|
|
|
|
75,000
|
|
|
|
50,000
|
|
|
|
25,000
|
|
|
|
—
|
|
|
|
—
|
|
Eric J. Angelie Revocable Living Trust UA
11/7/2016 Eric J. Angeli, TR
|
|
|
45,000
|
|
|
|
45,000
|
|
|
|
30,000
|
|
|
|
15,000
|
|
|
|
—
|
|
|
|
—
|
|
Justin L. Tolman
|
|
|
33,000
|
|
|
|
33,000
|
|
|
|
22,000
|
|
|
|
11,000
|
|
|
|
—
|
|
|
|
—
|
|
Richard S. and Julie M. Klein JT TEN/WROS
|
|
|
75,000
|
|
|
|
75,000
|
|
|
|
50,000
|
|
|
|
25,000
|
|
|
|
—
|
|
|
|
—
|
|
Dennis E. Harper
|
|
|
154,021
|
|
|
|
154,021
|
|
|
|
102,681
|
|
|
|
51,340
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
Ownership
Before Offering
|
|
|
|
Ownership
After Offering (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling
Stockholder
|
|
|
Shares
of common stock and shares issuable upon exercise of options and warrants beneficially
owned
|
|
|
|
Shares
of common stock and shares issuable upon exercise of warrants registered for resale
|
|
|
|
Shares
of common stock registered for resale
|
|
|
|
Shares
issuable upon exercise of warrants registered for resale
|
|
|
|
Shares
of common stock and shares issuable upon exercise of options and warrants beneficially
owned
|
|
|
|
Percentage
of common stock beneficially owned
|
|
Timothy A. Thane
|
|
|
210,000
|
|
|
|
210,000
|
|
|
|
140,000
|
|
|
|
70,000
|
|
|
|
—
|
|
|
|
—
|
|
P. Patrick Beathard
|
|
|
109,150
|
|
|
|
109,150
|
|
|
|
72,767
|
|
|
|
36,383
|
|
|
|
—
|
|
|
|
—
|
|
Handoko S. Herho
|
|
|
31,500
|
|
|
|
31,500
|
|
|
|
21,000
|
|
|
|
10,500
|
|
|
|
—
|
|
|
|
—
|
|
Erik M. and Mary B. Probstfield JT TEN/WROS
|
|
|
45,000
|
|
|
|
45,000
|
|
|
|
30,000
|
|
|
|
15,000
|
|
|
|
—
|
|
|
|
—
|
|
Canaccord Genuity Trust
ITF Candice Barry
|
|
|
478,500
|
|
|
|
478,500
|
|
|
|
319,000
|
|
|
|
159,500
|
|
|
|
—
|
|
|
|
—
|
|
Total
|
|
|
6,639,371
|
|
|
|
5,913,869
|
|
|
|
3,942,580
|
|
|
|
1,971,289
|
|
|
|
725,502
|
|
|
|
2.17
|
%
|
|
*
|
represents
less than 1%.
|
|
(1)
|
Represents
the number of shares of our common stock that will be held by the selling stockholders
after completion of this offering based on the assumptions that (a) all shares of
our common stock registered for sale by the registration statement of which this prospectus
is part will be sold and (b) that no other shares of our common stock beneficially
owned by the selling stockholders are acquired or are sold prior to completion of this
offering by the selling stockholders.
|
|
(2)
|
Brian
D. Edgar, the Chairman of the Company’s board of directors, is the sole shareholder
of this selling stockholder. Accordingly, Mr. Edgar has complete voting and investment
power over securities of the Company held by this selling stockholder. In addition to
the shares of common stock and warrants issued to this selling stockholder in the private
placement, this selling stockholder owns, directly or indirectly, or exercises control
or direction over 36,602 shares of common stock of the Company. For additional information
on the ownership of Mr. Edgar, please see the section entitled “Security Ownership
of Certain Beneficial Owners and Management.”
|
DESCRIPTION
OF SECURITIES
Common
Stock
We
are authorized to issue 37,500,000 shares of common stock, par value $0.01 per share. As of December 8, 2020, there were
33,484,945 shares of common stock outstanding.
Dividend
Rights
Holders
of Silver Bull common stock will be entitled to receive dividends when, as and if declared by the Company’s board of directors,
and out of funds legally available for their payment. At the present time, the Company does not anticipate paying dividends, cash
or otherwise, on Silver Bull common stock in the foreseeable future. Future dividends will depend on the Company’s earnings,
if any, the Company’s financial requirements and other factors.
Redemption
Rights
Silver
Bull common stock is not redeemable or convertible.
Voting
Rights
Each
holder of Silver Bull common stock is entitled to one vote per share, and all voting rights are vested in the holders of shares
of Silver Bull common stock. Holders of shares of common stock will have noncumulative voting rights, which means that the holders
of more than 50% of the shares voting for the election of directors will be able to elect 100% of the directors, and the holders
of the remaining shares voting for the election of directors will not be able to elect any directors.
Election
of Directors
The
Company’s directors are elected by a majority vote in a meeting at which a quorum is present. A director candidate that
receives a majority of the votes in favor of such candidate will be elected to serve on the Company’s board of directors.
In
February 2016, the Company’s board of directors adopted a majority voting policy stipulating that stockholders shall be
entitled to vote in favor of, or withhold from voting for, each individual director nominee at a stockholders’ meeting.
If the number of shares “withheld” for any nominee exceeds the number of shares voted “for” such nominee,
then, notwithstanding that such director was duly elected as a matter of corporate law, he or she shall tender his or her written
resignation to the chair of the board. The Corporate Governance and Nominating Committee will consider such offer of resignation
and will make a recommendation to the board of directors concerning the acceptance or rejection of the resignation after considering,
among other things, the stated reasons, if any, why certain stockholders “withheld” votes for the director, the qualifications
of the director and whether the director’s resignation from the board would be in the best interests of the Company. The
board of directors must take formal action on the Corporate Governance and Nominating Committee’s recommendation within
90 days and announce its decision by a press release. According to the majority voting policy, the affected director cannot participate
in the deliberations of the Corporate Governance and Nominating Committee or the board of directors regarding his or her resignation.
The majority voting policy applies only in circumstances involving an uncontested election of directors, meaning an election in
which the number of nominees is equal to the number of directors to be elected.
Liquidation
Rights
In
the event of the Company’s voluntary or involuntary liquidation, dissolution or winding up, the holders of Silver Bull common
stock will be entitled to share equally in any of Silver Bull’s assets available for distribution after the payment in full
of all debts and distributions.
No
Preemptive or Similar Rights
Under
Nevada law, a stockholder of a corporation does not have a preemptive right to acquire the corporation’s unissued shares
unless there is a provision to the contrary in the articles of incorporation. The Company’s Restated Articles of Incorporation,
as amended (the “Articles of Incorporation”), do not provide the Company’s stockholders with any preemptive
or similar rights.
Other
Provisions
You
should read the prospectus supplement relating to any offering of common stock, or of securities convertible, exchangeable or
exercisable for common stock, for the terms of the offering, including the number of shares of common stock offered, any initial
offering price and market prices relating to the common stock.
This
section is a summary and may not describe every aspect of Silver Bull common stock that may be important to you. We urge you to
read applicable Nevada law, the Articles of Incorporation, and the Company’s Amended and Restated Bylaws (the “Bylaws”)
because they, and not this description, define your rights as a holder of Silver Bull common stock. See “Where You Can Find
Additional Information” on page 30 for information on how to obtain copies of these documents.
Warrants
As
of December 8, 2020, the Company had issued and outstanding warrants to purchase 1,971,289 shares of common stock as follows:
|
·
|
Warrants
to purchase 1,811,789 shares at $0.59 per share, exercisable on October 27, 2020
and expiring on October 27, 2025; and
|
|
·
|
Warrants
to purchase 159,500 shares at $0.59 per share, exercisable on November 9, 2020 and
expiring on November 9, 2025.
|
The
number of shares of Silver Bull common stock to be received upon the exercise of each warrant may be adjusted from time to time
upon the occurrence of certain events, including but not limited to (i) a declaration of a dividend or other distribution
in respect of Silver Bull common stock; (ii) a subdivision, redivision or change to the outstanding shares of Silver Bull
common stock into a greater number of shares of Silver Bull common stock; (iii) a reduction, combination or consolidation
of Silver Bull common stock into a lesser number of shares of Silver Bull common stock; (iv) a rights offering to subscribe
for or purchase Silver Bull common stock or securities convertible into or exchangeable for Silver Bull common stock; and (v) a
reorganization, reclassification, consolidation, amalgamation, arrangement or merger of the Company with or into any other corporation
or entity, or a sale, lease, exchange or transfer of substantially all of the undertaking of assets of the Company, or similar
event.
Anti-Takeover
Provisions in the Company’s Articles of Incorporation and Bylaws
The
Articles of Incorporation and Bylaws contain provisions that the Company describes in the following paragraphs, which may delay,
defer, discourage, or prevent a change in control of the Company, the removal of the Company’s existing management or directors,
or an offer by a potential acquirer to the Company’s stockholders, including an offer by a potential acquirer at a price
higher than the market price for the stockholders’ shares.
Among
other things, the Articles of Incorporation and Bylaws:
|
·
|
provide
that vacancies on the board of directors may be filled by the vote of a two-thirds (2/3)
majority of the directors then in office or in the case of a vacancy by resignation or
death, by the majority of directors then in office;
|
|
·
|
establish
advance notice procedures with regard to stockholder proposals relating to the nomination
of candidates for election as directors or new business to be brought before meetings
of the Company’s stockholders. These procedures provide that notice of stockholder
proposals must be timely given in writing to the Company’s corporate secretary
prior to the meeting at which the action is to be taken. Generally, to be timely, notice
must be received at the Company’s principal executive offices not less than 120
days prior to the first anniversary of the prior year’s annual meeting (or, in
the case of a special meeting, a reasonable time before the Company begins to print and
send its proxy materials). The Bylaws specify the information that must be included in
a stockholder’s notice. These requirements may prevent stockholders from bringing
matters before the stockholders at an annual or special meeting;
|
|
·
|
provide
that stockholders may not act by written consent in lieu of a meeting;
|
|
·
|
provide
that stockholders are not permitted to call special meetings of stockholders. Only the
board of directors, by a two-thirds (2/3) majority vote, and the Company’s president
are permitted to call a special meeting of stockholders; and
|
|
·
|
provide
that the Company’s board of directors, by a two-thirds (2/3) majority vote, may
amend or repeal the Bylaws without further stockholder approval unless otherwise required
by law, and provide that a stockholder amendment to the Bylaws requires a favorable vote
of sixty-six and two-thirds percent (66 2/3%) of the Company’s outstanding voting
shares then entitled to vote at an election of directors.
|
Transfer
Agent
The
transfer agent and registrar for Silver Bull common stock is Equiniti Trust Company, located at 1110 Centre Pointe Curve, Suite 101,
Mendota Heights, Minnesota 55120-4100.
Changes
in and Disagreements with Accountants on Accounting and Financial Disclosure
There
have been no changes in or disagreements with our accountants since our formation that are required to be disclosed pursuant to
Item 304 of Regulation S-K, except those that have been previously reported in our filings with the SEC.
PLAN
OF DISTRIBUTION
This
prospectus relates to the sale by the selling stockholders identified in this prospectus of up to 5,913,869 shares of common stock,
par value $0.01 per share, consisting of (i) 3,623,580 shares issued to the selling stockholders on October 27, 2020
in the initial tranche of the private placement, (ii) 1,811,789 shares issuable upon exercise of the warrants issued to the
selling stockholders on October 27, 2020 in the initial tranche of the private placement, (iii) 319,000 shares issued
to a selling stockholder on November 9, 2020 in the second and final tranche of the private placement, and (iv) 159,500
shares issuable upon exercise of the warrants issued to a selling stockholder on November 9, 2020 in the second and final
tranche of the private placement. Each of the warrants issued is exercisable until the fifth anniversary of the closing date of
the respective tranche of the private placement at an exercise price of $0.59.
Any
selling stockholder may, from time to time, sell any or all of its shares of common stock on the OTCQB or any stock exchange,
market or trading facility on which the shares of common stock are traded or in private transactions. These sales may be at fixed
or negotiated prices. Such selling stockholder may use any one or more of the following methods when selling shares:
|
·
|
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
·
|
block
trades in which the broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;
|
|
·
|
purchases
by a broker-dealer as principal and resales by the broker-dealer for its account;
|
|
·
|
an
exchange distribution in accordance with the rules of the applicable exchange;
|
|
·
|
privately
negotiated transactions;
|
|
·
|
settlement
of short sales entered into after the effective date of the registration statement of
which this prospectus is a part;
|
|
·
|
broker-dealers
may agree with the selling stockholder to sell a specified number of such shares at a
stipulated price per share;
|
|
·
|
through
the writing or settlement of options or other hedging transactions, whether through an
options exchange or otherwise;
|
|
·
|
a
combination of any such methods of sale; or
|
|
·
|
any
other method permitted pursuant to applicable law.
|
Any
selling stockholder may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.
Broker-dealers
engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction,
a markup or markdown, in compliance with FINRA IM-2440.
In
connection with the sale of the common stock or interests therein, any selling stockholder may enter into hedging transactions
with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course
of hedging the positions they assume. Any selling stockholder may also enter into option or other transactions with broker-dealers
or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer
or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution
may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
Any
selling stockholder and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. As such, any commissions received by such broker-dealers
or agents and any profit on the resale of the shares purchased by them will be deemed to be underwriting commissions or discounts
under the Securities Act. The selling stockholders have informed us that they do not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the common stock. In no event shall any broker-dealer receive fees, commissions
and/or markups which, in the aggregate, would exceed eight percent (8%).
If
any selling stockholder is deemed to be an “underwriter” within the meaning of the Securities Act, it will be subject
to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder. In addition, any securities
covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144
rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale
of the resale shares by the selling stockholder.
We
have agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the
selling stockholders without registration and without regard to any volume limitations by reason of Rule 144 under the Securities
Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144
under the Securities Act or any other rule of similar effect. The shares will be sold only through registered or licensed brokers
or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless
they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
Expenses
and Indemnification
We
will not receive any of the proceeds from the sale of the shares of common stock sold by the selling stockholders and will bear
all expenses related to the registration of this offering but will not pay for any commissions, fees or discounts, if any. We
have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities
under the Securities Act.
Supplements
In
the event of a material change in the plan of distribution disclosed in this prospectus, the selling stockholders will not be
able to effect transactions in the shares pursuant to this prospectus until such time as a post-effective amendment to the registration
statement of which the prospectus forms a part is filed with, and declared effective by, the SEC.
Regulation M
We
have informed the selling stockholders that Regulation M, promulgated under the Exchange Act, may be applicable to them with
respect to any purchase or sale of the common stock. In general, Rule 102 of Regulation M prohibits any person connected
with a distribution of the common stock from directly or indirectly bidding for, or purchasing for any account in which it has
a beneficial interest, any of the shares or any right to purchase the shares, for a period of one business day before and after
completion of its participation in the distribution.
During
any distribution period, Regulation M prohibits the selling stockholders and any other persons engaged in the distribution
from engaging in any stabilizing bid or purchasing the common stock except for the purpose of preventing or retarding a decline
in the open market price of the common stock. None of these persons may effect any stabilizing transaction to facilitate any offering
at the market.
We
have also advised each selling stockholder that it should be aware that the anti-manipulation provisions of Regulation M
under the Exchange Act will apply to purchases and sales of shares of common stock by such selling stockholder, and that there
are restrictions on market-making activities by persons engaged in the distribution of the shares. Under Regulation M, such
selling stockholder or its agents may not bid for, purchase, or attempt to induce any person to bid for or purchase, shares of
the common stock while such selling stockholder is distributing shares covered by this prospectus. Regulation M may prohibit
such selling stockholder from covering short sales by purchasing shares while the distribution is taking place, despite any contractual
rights to do so under a Standby Equity Distribution Agreement. We have advised each selling stockholder that it should consult
with its own legal counsel to ensure compliance with Regulation M.
LEGAL
MATTERS
Davis
Graham & Stubbs LLP will pass upon the validity of the shares of common stock offered by the selling stockholders under this
prospectus.
EXPERTS
The
consolidated financial statements of Silver Bull for the fiscal years ended October 31, 2019 and 2018 have been so incorporated
by reference in reliance on the reports of Smythe LLP, an independent registered public accounting firm, given on the authority
of Smythe LLP as an expert in auditing and accounting.
The
estimates of our mineralized material with respect to the Sierra Mojada Project have been included or incorporated by reference
in reliance upon the technical report prepared by Archer, Cathro & Associates (1981) Limited and the Company’s Chief
Executive Officer, Timothy Barry.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
following documents are incorporated by reference into this registration statement on Form S-1, together with all exhibits
filed therewith or incorporated therein by reference to the extent not otherwise amended or superseded by the contents of this
registration statement:
|
·
|
Our
annual report on Form 10-K for the fiscal year ended October 31, 2019, as filed
with the SEC on January 13, 2020;
|
|
·
|
Our
quarterly reports on Form 10-Q for the quarterly periods ended January 31,
2020, April 30, 2020 and July 31, 2020 as filed with the SEC on March 13,
2020, June 12, 2020 and September 11, 2020, respectively;
|
|
·
|
Our
current reports on Form 8-K and Form 8-K/A as filed with the SEC on November 7,
2019, April 20, 2020, August 18, 2020, August 31, 2020, September 18,
2020, September 25, 2020, November 2, 2020 and November 5, 2020; and
|
|
·
|
All
documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act prior to the termination of the offering.
|
We
will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the reports
or documents that have been incorporated by reference in this prospectus but not delivered with this prospectus. Copies of these
reports or documents will be provided upon written or oral request, and at no cost to the requester, by writing, if the request
is sent by regular mail, to Silver Bull Resources, Inc., 777 Dunsmuir Street, Suite 1610, P.O. Box 10427, Vancouver, British
Columbia, V7Y 1K4, Canada, Attention: Corporate Secretary and, if the request is sent other than by regular mail, to Silver Bull
Resources, Inc., 777 Dunsmuir Street, Suite 1610, Vancouver, British Columbia, V7Y 1K4, Canada, Attention: Corporate Secretary.
Telephone requests may be directed to the office of the Corporate Secretary of the Company at (604) 687-5800. Copies of these
reports or documents are also available through the “Investors” section of our website at www.silverbullresources.com.
For other ways to obtain a copy of these reports or documents, please refer to “Where You Can Find Additional Information”
below.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
are subject to the information requirements of the Exchange Act and, in accordance therewith, file reports and other information
with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements and other
information regarding registrants, including us, that file electronically. Our SEC filings are also available through the “Investors”
section of our website at www.silverbullresources.com.
We
have filed with the SEC a registration statement on Form S-1 of which this prospectus constitutes a part, under the Securities
Act. For further information pertaining to us, reference is made to the registration statement. Statements contained in this prospectus
concerning the provisions of documents are necessarily summaries of such documents, and each such statement is qualified in its
entirety by reference to the copy of the applicable document filed with the SEC. Copies of the registration statement are on file
at the offices of the SEC and may be inspected without charge at the offices of the SEC, the address of which is set forth above,
and copies may be obtained from the SEC at prescribed rates. The registration statement has been filed electronically through
the SEC’s Electronic Data Gathering, Analysis and Retrieval System and may be obtained through the SEC’s website (www.sec.gov).
5,913,869
Shares
SILVER BULL
RESOURCES, INC.
Common Stock
PROSPECTUS
PART
II—INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13.
Other Expenses of Issuance and Distribution.
The
following expenses incurred in connection with the sale of the securities being registered will be borne by Silver Bull Resources,
Inc. (the “Company,” “we,” or “us”). Other than the SEC registration fee, the amounts stated
are estimates.
SEC Registration Fee
|
|
$
|
335.51
|
|
Legal Fees and Expenses
|
|
$
|
20,000.00
|
|
Accounting Fees and Expenses
|
|
$
|
2,000.00
|
|
Miscellaneous Fees
and Expenses
|
|
$
|
500.00
|
|
Total
|
|
$
|
22,835.51
|
|
Item 14.
Indemnification of Directors and Officers.
Our
Amended and Restated Bylaws (the “Bylaws”) provide for indemnification of directors and officers to the fullest extent
permitted by Nevada law. Nevada law provides that a Nevada corporation may indemnify, and our Bylaws provide that the corporation
shall indemnify, any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed
action, suit or proceeding, except an action by or in the right of the corporation, by reason of the fact that such person is
or was a director, officer, employee or agent of the corporation, against expenses, including attorneys’ fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred in connection with the action, suit or proceeding, if the
person (a) is not liable pursuant to Section 78.138 of the Nevada Revised Statutes or (b) acted in good faith and
in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation.
Section 78.138
of the Nevada Revised Statutes and the Bylaws provide that a director of the Company shall not be personally liable to the Company
or its stockholders or creditors for damages resulting from any action or failure to act in his or her capacity as a director
or officer if his or her act or omission did not constitute a breach of his or her fiduciary duties and did not involve intentional
misconduct, fraud or a knowing violation of law. Nevada law provides that, to the extent a director, officer, employee or agent
has been successful on the merits or otherwise in the defense of an action, suit or proceeding, the Company shall indemnify such
person against expenses incurred in connection with the defense. Our Bylaws provide that any repeal or amendment of a person’s
rights to indemnification shall be prospective only, and a director shall not be liable to the Company or its stockholders or
creditors to such further extent as permitted by any law enacted after adoption of the Bylaws, including, without limitation,
any subsequent amendment to Nevada corporate law.
The
above discussion of our Bylaws and Section 78.138 of the Nevada Revised Statutes is not intended to be exhaustive and is
qualified in its entirety by such Bylaws and statute.
The
Company maintains insurance coverage for the purpose of providing indemnification benefits in certain circumstances.
Disclosure
of Securities and Exchange Commission Position on Indemnification for Securities Act Liabilities
Insofar
as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may
be permitted to directors, officers and controlling persons of us pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by
us of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question as to whether such indemnification by the Company is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
Item 15.
Recent Sales of Unregistered Securities.
2020
Private Placement
On
October 27, 2020 and November 9, 2020, the Company completed two tranches of a private placement of up to 5,913,869
shares of common stock, par value $0.01 per share, consisting of (i) 3,623,580 shares issued to the selling stockholders
on October 27, 2020 in the initial tranche of the private placement, (ii) 1,811,789 shares issuable upon exercise of
the warrants issued to the selling stockholders on October 27, 2020 in the initial tranche of the private placement, (iii) 319,000
shares issued to a selling stockholder on November 9, 2020 in the second and final tranche of the private placement, and
(iv) 159,500 shares issuable upon exercise of the warrants issued to a selling stockholder on November 9, 2020 in the
second and final tranche of the private placement. Each of the warrants issued is exercisable until the fifth anniversary of the
closing date of the respective tranche of the private placement at an exercise price of $0.59.
The
Company relied on the exemption from registration under Section 4(a)(2) of the Securities Act, or Rule 506 of Regulation D,
or Regulation S, for purposes of the private placements.
Item 16.
Exhibits and Financial Statement Schedules.
|
|
|
|
Incorporated
by Reference
|
|
|
Exhibit
Number
|
|
Exhibit
Description
|
|
Form
|
|
Date
Filed
|
|
Exhibit
|
|
Filed
Herewith
|
3.1
|
|
Restated Articles of Incorporation
|
|
10-K
|
|
1/14/2011
|
|
3.1.1
|
|
|
3.1.1
|
|
Amendment to Articles of Incorporation
|
|
8-K
|
|
4/26/2011
|
|
3.1
|
|
|
3.1.2
|
|
Certificate of Change Pursuant to Nevada Revised Statutes Section 78.029
|
|
8-K
|
|
9/18/2020
|
|
3.1
|
|
|
3.2
|
|
Amended and Restated Bylaws
|
|
10-K
|
|
1/14/2011
|
|
3.1.2
|
|
|
4.1
|
|
Form of Warrant Certificate
|
|
8-K
|
|
11/2/2020
|
|
10.2
|
|
|
5.1
|
|
Opinion of Davis Graham & Stubbs LLP
|
|
|
|
|
|
|
|
X
|
10.1
|
|
Option Agreement, by and among the Company, Minera Metalin S.A.
de C.V., Contratistas de Sierra Mojada S.A. de C.V., and South32 International Investment Holdings Pty Ltd, dated as of June 1,
2018
|
|
8-K
|
|
6/7/2018
|
|
10.1
|
|
|
10.1.1
|
|
Amending Agreement No. 1, dated as of April 4, 2019 and
effective as March 20, 2019, to the Option Agreement, dated as of June 1, 2018, by and among the Company, Inc.,
Minera Metalin S.A. de C.V., Contratistas de Sierra Mojada S.A. de C.V. and South32 International Investment Holding Pty Ltd
|
|
8-K
|
|
4/5/2019
|
|
10.1
|
|
|
10.2
|
|
Option Agreement, dated as of August 12, 2020, by and
among the Company, Copperbelt AG, and Dostyk LLP
|
|
8-K/A
|
|
11/5/2020
|
|
10.1
|
|
|
10.3
|
|
Form of Subscription Agreement
|
|
8-K
|
|
11/2/2020
|
|
10.1
|
|
|
10.4+
|
|
Silver Bull Resources, Inc. 2010 Stock Option Plan and Stock Bonus
Plan, as amended
|
|
10-Q
|
|
6/14/2016
|
|
10.3
|
|
|
10.5+
|
|
Silver Bull Resources, Inc. 2019 Stock Option and Stock Bonus Plan
|
|
10-Q
|
|
6/14/2019
|
|
10.2
|
|
|
10.6+
|
|
Amended and Restated Employment Agreement, dated as of February 26,
2013, by and between the Company and Timothy Barry
|
|
8-K
|
|
3/1/2013
|
|
10.1
|
|
|
10.6.1+
|
|
Amendment to Amended and Restated Employment
Agreement, dated as of February 23, 2016, by and between the Company and Timothy Barry
|
|
8-K
|
|
2/26/2016
|
|
10.1
|
|
|
10.6.2+
|
|
Amendment to Amended and Restated Employment Agreement, dated as
of June 24, 2016, by and between the Company and Timothy Barry
|
|
8-K
|
|
6/28/2016
|
|
10.2
|
|
|
10.6.3+
|
|
Amendment to Amended and Restated Employment Agreement, dated as
of August 28, 2018, by and between the Company and Timothy Barry
|
|
8-K
|
|
8/29/2018
|
|
10.2
|
|
|
10.7+
|
|
Amended and Restated Employment Agreement, dated as of February 26,
2013, by and between the Company and Brian Edgar
|
|
8-K
|
|
3/1/2013
|
|
10.3
|
|
|
10.7.1+
|
|
Amendment to Amended and Restated Employment Agreement, dated as
of February 23, 2016, by and between the Company and Brian Edgar
|
|
8-K
|
|
2/26/2016
|
|
10.3
|
|
|
10.7.2+
|
|
Amendment to Amended and Restated Employment Agreement, dated as
of June 24, 2016, by and between the Company and Brian Edgar
|
|
8-K
|
|
6/28/2016
|
|
10.1
|
|
|
10.7.3+
|
|
Amendment to Amended and Restated Employment Agreement, dated as
of August 28, 2018, by and between the Company and Brian Edgar
|
|
8-K
|
|
8/29/2018
|
|
10.1
|
|
|
10.8+
|
|
Form of Amendment to Amended and Restated Employment Agreement,
dated as of June 4, 2015, by and between the Company and each of Timothy Barry and Brian Edgar
|
|
8-K
|
|
6/8/2015
|
|
10.1
|
|
|
10.9+
|
|
Employment Agreement, dated as of September 23, 2020, by and
between the Company and Christopher Richards
|
|
8-K
|
|
9/25/2020
|
|
10.1
|
|
|
10.10+
|
|
Form of Indemnification Agreement (Directors and Officers)
|
|
10-K
|
|
1/13/2020
|
|
10.10
|
|
|
21.1
|
|
Subsidiaries of the Registrant
|
|
10-K
|
|
1/13/2020
|
|
21.1
|
|
|
23.1
|
|
Consent of Smythe LLP
|
|
|
|
|
|
|
|
X
|
23.2
|
|
Consent of Archer, Cathro & Associates (1981) Limited
|
|
|
|
|
|
|
|
X
|
23.3
|
|
Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1)
|
|
|
|
|
|
|
|
X
|
24.1
|
|
Powers of Attorney (included on signature page)
|
|
|
|
|
|
|
|
X
|
+ Indicates
a management contract or compensatory plan, contract or arrangement.
Item 17.
Undertakings.
The
undersigned registrant hereby undertakes:
|
(1)
|
To
file, during any period in which offers or sales are being made, a post-effective amendment
to this registration statement:
|
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities Act;
|
|
(ii)
|
To
reflect in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Securities
and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement; and
|
|
(iii)
|
To
include any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such information in
the registration statement.
|
|
(2)
|
That,
for the purpose of determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of the securities at that time shall be deemed to be
the initial bona fide offering thereof.
|
|
(3)
|
To
remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
|
|
(4)
|
That,
for the purpose of determining liability under the Securities Act to any purchaser:
|
|
(i)
|
If
the registrant is relying on Rule 430B:
|
|
(A)
|
Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to
be part of the registration statement as of the date the filed prospectus was deemed
part of and included in the registration statement; and
|
|
(B)
|
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as
part of a registration statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the
information required by Section 10(a) of the Securities Act shall be deemed to be
part of and included in the registration statement as of the earlier of the date such
form of prospectus is first used after effectiveness or the date of the first contract
of sale of securities in the offering described in the prospectus. As provided in Rule 430B,
for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which the prospectus relates, and
the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof; provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time of contract
of sale prior to such effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective date; or
|
|
(ii)
|
If
the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b)
as part of a registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in the registration statement
as of the date it is first used after effectiveness; provided, however, that no
statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into
the registration statement or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such first use, supersede
or modify any statement that was made in the registration statement or prospectus that
was part of the registration statement or made in any such document immediately prior
to such date of first use.
|
|
(5)
|
That,
for purposes of determining any liability under the Securities Act, each filing of the
registrant’s annual reports pursuant to Section 13(a) or Section 15(d)
of the Exchange Act of 1934, as amended (the “Exchange Act”) (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
|
|
(6)
|
To
deliver or cause to be delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial
information required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be delivered to each person to whom
the prospectus is sent or given, the latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim financial information.
|
|
(7)
|
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted
to directors, officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question as
to whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of Vancouver, British Columbia, Canada, on December 9,
2020.
|
SILVER
BULL RESOURCES, INC.
|
|
By:
|
/s/
Timothy Barry
|
|
|
Name:
|
Timothy
Barry
|
|
|
Title:
|
President and Chief
Executive Officer
|
Powers
of Attorney
Each
of the undersigned hereby constitutes and appoints Timothy Barry and Christopher Richards, and each of them, the undersigned’s
true and lawful attorney-in-fact and agent, with full power of substitution, for the undersigned and in his name, place and stead,
to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any
and all amendments (including post-effective amendments) to the registration statement and any and all successor registration
statements of Silver Bull Resources, Inc., including any filings pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities
and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and anything necessary to be done to enable Silver Bull Resources, Inc. to comply with the provisions
of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons
in the capacities and on the dates indicated:
Signature
|
Title
|
Date
|
|
President,
Chief Executive Officer and
|
|
Timothy T. Barry
|
Director (Principal Executive Officer)
|
December 9, 2020
|
|
|
|
/s/
Christopher Richards
|
Chief Financial Officer
(Principal Financial
|
|
Christopher Richards
|
and Accounting Officer)
|
December 9, 2020
|
|
|
|
/s/
Brian D. Edgar
|
|
|
Brian D. Edgar
|
Chairman and Director
|
December 9, 2020
|
|
|
|
Daniel J. Kunz
|
Director
|
December 9, 2020
|
/s/
John A. McClintock
|
|
|
John A. McClintock
|
Director
|
December 9, 2020
|
Silver Bull Resources (QB) (USOTC:SVBL)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Silver Bull Resources (QB) (USOTC:SVBL)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024