Silver Bow Mining Corp 10-Q for FY2026 Q1
Silver Bow Mining Corp. (SBMT)
About this 10-Q
Silver Bow Mining Corp filed this 10-Q on May 14, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $3.04M
- compared with a net loss of $5.63M a year earlier
- Diluted EPS
- $0.13
- down 63.9% from $0.36 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the quarterly period ended | |
| or | |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to
Commission file number:
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s Telephone Number, including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol | Name of each exchange on which registered: | ||
Indicate by checkmark whether the registrant
(1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Indicate by check mark whether the Registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files).
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 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 ☐ | Accelerated Filer ☐ | |
| Smaller Reporting Company |
Emerging Growth Company |
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 13(a) of the Exchange Act.
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐
Indicate the number of shares outstanding of each of the issuer’s classes of common shares, as of the latest practical date: common shares, without par value, outstanding as of May 14, 2026.
SILVER BOW MINING CORP.
FORM 10-Q
For the Quarter Ended
(Unaudited)
INDEX
1
PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS.
SILVER BOW MINING CORP.
UNAUDITED CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
| March 31, 2026 | December 31, 2025 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Other current assets | ||||||||
| Non-current Assets | ||||||||
| Restricted cash - reclamation deposit | ||||||||
| Property and equipment, net | ||||||||
| Mineral properties | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Short term obligation - Great Republic mineral property | ||||||||
| Non-current Liabilities | ||||||||
| Environmental remediation reserve | ||||||||
| Long term obligation - Great Republic mineral property | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies - Note 8 | ||||||||
| Stockholders’ equity | ||||||||
| Common shares, par value, unlimited shares authorized; issued and outstanding at March 31, 2026 (December 31, 2025 - ) | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
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SILVER BOW MINING CORP.
UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended March 31, 2026 and 2025
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Operating expenses | ||||||||
| Exploration costs | $ | $ | ||||||
| Depreciation | ||||||||
| Salaries and wages | ||||||||
| General and administrative | ||||||||
| Management and advisory fees | ||||||||
| Professional fees | ||||||||
| Operating lease expenses | ||||||||
| Net loss from operations | ||||||||
| Other (income) expenses | ||||||||
| Sub-lease income | ( | ) | ||||||
| Foreign exchange gain (loss) | ( | ) | ||||||
| Interest income | ( | ) | ||||||
| Interest expense | ||||||||
| Other (income) expense | ( | ) | ( | ) | ||||
| Total other (income) expenses | ( | ) | ( | ) | ||||
| Net loss | $ | $ | ||||||
| Net loss per share, basic and diluted | $ | $ | ||||||
| Weighted average shares, basic and diluted | ||||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
3
SILVER BOW MINING CORP.
UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For the three months ended March 31, 2026 and 2025
| Number of shares | Common Stock | Additional paid-in capital | Accumulated deficit | Total | ||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issue of common shares, net of costs | ||||||||||||||||||||
| Warrant exercises | ( | ) | ||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Warrant exercises | ( | ) | ||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
4
SILVER BOW MINING CORP.
UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended March 31, 2026 and 2025
| March 31, | March 31, | |||||||
| 2026 | 2025 | |||||||
| Cash flows provided by (used in): | ||||||||
| Operating activities | ||||||||
| Net loss for period | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock-based compensation | ||||||||
| Depreciation expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ( | ) | ||||||
| Accounts payable and accrued liabilities | ( | ) | ( | ) | ||||
| Net change in operating lease assets and liabilities | ( | ) | ||||||
| Other assets and liabilities, net | ( | ) | ||||||
| Net cash flows used in operating activities | ( | ) | ( | ) | ||||
| Investing activities | ||||||||
| Acquisition of mineral rights - Great Republic | ( | ) | ||||||
| Acquisition of mineral rights - Goldsmith | ( | ) | ||||||
| Purchase property and equipment | ( | ) | ||||||
| Net cash flows used in investing activities | ( | ) | ( | ) | ||||
| Financing activities | ||||||||
| Proceeds from issuance of common stock, net of costs | ||||||||
| Proceeds from warrant exercises | ||||||||
| Net cash flows provided by financing activities | ||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | ( | ) | ||||||
| Cash, cash equivalents and restricted cash, beginning of period | ||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | ||||||
Supplemental Disclosure of Non-Cash Transactions
| a) | On January 23, 2026 the Company acquired mineral rights on property contiguous with the Goldsmith Block, referred to as the “Great Republic” block. The purchase was structured with an initial $500,425 down payment upon execution, including costs, followed by three annual $500,000 installments plus 3% annual accrued interest in January 2027, 2028 and 2029, concluding with a final balloon payment of $2,500,000 plus any remaining accrued interest by January 23, 2030. The total non-cash impact of this transaction was $4,000,000. See Note 6 for further details. |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
5
SILVER BOW MINING CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 1. | Nature of Operations |
Silver Bow Mining Corp. (the “Company” or “Silver Bow”) was incorporated on August 31, 2020 under the laws of the province of Ontario, Canada, under the name Blackjack Silver Corp. On February 18, 2025, the Company’s name was changed to Silver Bow Mining Corp., and on May 27, 2025 it continued its incorporation to the province of British Columbia. The Company’s registered office is located at 1200-750 West Pender Street, Vancouver, BC V6C 2T8, and its corporate headquarters is located at 1401 Idaho Street, Butte, Montana 59701.
The Company is engaged in the acquisition, exploration, and development of mineral resource properties in Butte, Montana, USA. The Company’s primary business objective is to identify and evaluate prospective properties with the potential for future extraction and commercialization.
As of March 31, 2026, the Company is in the exploration stage and has not commenced commercial production or established mineral reserves.
The Company acquires its mineral properties through leases and ownership of patented mining claims and capitalizes acquisition costs related to the properties. The underlying value of the amounts recorded as mineral properties does not reflect current or future values. The Company’s continued existence depends on discovering economically recoverable mineral reserves and obtaining the necessary funding to advance these properties.
| 2. | Basis of Presentation and Use of Estimates |
These unaudited condensed interim financial statements (“Financial Statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the applicable rules and regulations of the U.S. Securities and Exchange Commission for interim financial information and are presented in United States dollars, unless otherwise indicated. The results reported in these Financial Statements are not necessarily indicative of the results that may be reported for the entire year. Accordingly, these Financial Statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2025, which can be found in the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 24, 2026.
In the opinion of the Company’s management, the accompanying unaudited interim consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the consolidated balance sheet as of March 31, 2026, the consolidated statements of operations, stockholders’ equity, and cash flows for the three month periods ended March 31, 2026 and 2025.
As of March 31, 2026, the Company had cash and cash equivalents of approximately $ million. As discussed in Note 15, the Company closed an initial public offering on April 30, 2026 whereby the Company raised net proceeds of approximately $ million. Based on the current liquidity position and planned expenditures, management believes the Company has sufficient resources to meet its obligations as they become due within twelve months from the issuance date of these Financial Statements, which have been prepared on a going concern basis.
The interim Financial Statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated on consolidation.
6
These Financial Statements include the accounts of the Company and following wholly owned subsidiaries:
Schedule Of Wholly Owned Subsidiaries
| Entity name | Incorporated | With Effect From |
|
|
||
The Company consolidates entities over which it has a controlling financial interest, generally through ownership of a majority of the voting interests, in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation.
In preparing these interim Financial Statements, management has made estimates and assumptions that affect the applicability of the Company’s accounting policies. Significant estimates and critical judgments were the same as those applied to the audited consolidated financial statements at and for the years ended December 31, 2025 and 2024.
Certain prior year amounts have been reclassified for consistency with the current period presentation.
| 3. | Significant Accounting Policies and Recently Issued Accounting Standards |
The significant accounting policies applied in the preparation of these Financial Statements are consistent with the accounting policies disclosed in Note 2 of the Company’s audited consolidated Financial Statements for the years ended December 31, 2025 and 2024 included within Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 24, 2026.
Recently issued accounting standards are consistent with the disclosures in note 2 of the Company’s Audited Financial Statements for the years ended 2025 and 2024 of the Company’s audited consolidated Financial Statements for the years ended December 31, 2025 and 2024 included within the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 24, 2026.
| 4. | Financial Instruments |
Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. The Company measures certain financial instruments at fair value on a recurring basis, defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The Company categorizes its fair value measurements using a three-level hierarchy:
| ● | Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities |
| ● | Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly |
| ● | Level 3: Unobservable inputs for the asset or liability, based on the Company’s own assumptions. |
The classification of a financial instrument within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
Financial liabilities are measured at amortized costs unless they are elected to be or required to be measured at fair value through profit and loss.
The Company’s cash and cash equivalents are carried on the balance sheet at cost due to their short-term nature. Restricted cash is carried on the balance sheet at cost with any subsequent interest income recognized in other income on the consolidated statements of operations.
7
| 5. | Property & Equipment, (net) |
Property and equipment consist of the following:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Computers, fixtures and office equipment | $ | $ | ||||||
| Vehicles | ||||||||
| Software | ||||||||
| Total Property and Equipment | $ | $ | ||||||
| Less: Accumulated Depreciation | ( | ) | ( | ) | ||||
| Total Property and Equipment (net) | $ | $ | ||||||
Depreciation expense was
$
| 6. | Mineral Rights and Properties |
As of December 31, 2025,
the Company held patented mineral and surface rights in Montana, USA. These mineral and surface rights were acquired through asset
acquisitions during 2023, 2024 and 2025. The Company is required to make annual property tax payments of approximately $
In February 2025, the Company
closed a purchase from a third party for certain patented mining claims known as the Goldsmith Block, for a purchase price of $
On January 23, 2026 the
Company acquired approximately 805 acres of surface lands and approximately 846 acres of mineral rights on property contiguous
with the Goldsmith Block, referred to as the “Great Republic” block. The purchase was structured with an initial $
As of March 31, 2026 and December 31, 2025, the activity of these mineral rights and properties was as follows:
Schedule mineral rights and properties
| Amount | ||||
| Balance, December 31, 2024 | $ | |||
| Additions during 2025 | ||||
| Balance, December 31, 2025 | $ | |||
| Additions during the period | ||||
| Balance, March 31, 2026 | $ | |||
| 7. | Environmental Remediation Reserve |
The Company’s environmental remediation reserve consists of estimated environmental remediation obligations, which include decommissioning and removal of plant and equipment and site remediation costs. This obligation is a result of an application for an exploration license by SBM Montana LLC, granted in October 2021. The Company estimated this reserve at inception and updates it periodically for changes in estimated incurred remediation costs.
8
As required by the Montana Department of Environmental Quality, the Company was required to provide a bond for reclamation related to the exploration license. The Company paid $225,788 in 2023, which is held on deposit by the Montana Department of Environmental Quality, and is classified as restricted cash as part of non-current assets on the Consolidated Balance Sheets. The remediation reserve and reclamation bond balances are as follows:
Schedule of remediation reserve and reclamation bond balances
| At March 31, 2026 and December 31, 2025 | 2026 | 2025 | ||||||
| ($) | ($) | |||||||
| Environmental remediation reserve | ||||||||
| Restricted cash - reclamation deposit | ||||||||
| 8. | Commitments and Contingencies |
Other than routine litigation incidental to our business, or as described below, the Company is not currently a party to any material pending legal proceedings that management believes would be likely to have a material adverse effect on our financial position, results of operations, or cash flows.
To acquire certain mineral
property interest (see note 6), the Company must make annual property tax payments of approximately $
As part of the Ferry Lane
acquisition in 2023, the Company granted the seller a
| 9. | Stockholders' Equity |
The authorized common stock of the Company consists of an unlimited number of common shares without par value. All proceeds received for the issuance of common stock are attributed to common stock on the Company’s consolidated balance sheets.
Q1 2025 Financings – common shares and warrants
On January 6, 2025, the
Company closed a financing, raising $
On January 14, 2025, the Company closed a financing by issuing common shares.
On January 22, 2025, the
Company closed a financing, raising $
On February 10, 2025, the
Company closed a financing, raising $
On February 20, 2025, the
Company closed a financing, raising $
On March 10, 2025, the Company
closed a financing, raising $
9
Q1 2025 Performance Warrants
On January 27, 2025, the Company issued Performance Warrants to our chief executive officer pursuant to his executive employment agreement. The vesting of these warrants is subject to several performance milestones. The warrants are exercisable into common stock at $ per share and expire January 27, 2035. As of December 31, 2025, had vested. As of March 31, 2026, had vested.
Q1 2025 Stock Options
On February 1, 2025,
the Company granted options to our chief financial officer pursuant to his executive employment agreement. The options have
an exercise price of $ per share and expire on
On March 3, 2025, the
Company granted options to directors, officers, and employees. The options have an exercise price of $ per share and
expire on
Q1 2025 Restricted Stock Units (“RSUs”)
On February 1, 2025, the Company granted RSUs to our chief executive officer.
On March 31, 2025, the Company granted RSUs to our directors.
Q1 2025 Warrant exercises
On February 14, 2025,
the Company issued common shares pursuant to warrant exercises, raising $
Q1 2026 Financings – common shares and warrants
On January 28, 2026, the
Company issued common shares pursuant to warrants exercises, raising $
On February 20, 2026, the
Company issued common shares pursuant to warrants exercises, raising $
On March 18, 2026, the
Company issued common shares pursuant to warrants exercises, raising $
On March 23, 2026, the
Company issued common shares pursuant to warrants exercises, raising $
On March 24, 2026, the
Company issued common shares pursuant to warrants exercises, raising $
| 10. | Stock-based Compensation |
The Company adopted a Long-Term Incentive Plan (the “LTIP”) under which it is authorized to grant stock options and RSUs to officers, directors, employees, and consultants, enabling them to acquire common shares of the Company. The purpose of the LTIP is to attract, retain and motivate performance. The LTIP is administered by the Board of Directors which determines the terms pursuant to which any awards are granted. The number of shares reserved for issuance under the LTIP cannot exceed 10% of the outstanding common shares at the time of the grant. The options granted have a maximum term of five years and vest as determined by the Board of Directors.
The Company also issues warrants related to external financing and officer performance.
Total compensation expense recognized for stock-based compensation for the three months ended March 31, 2026 and 2025 was as follows:
Schedule of total compensation expense recognized
| As of March 31, | ||||||||
| 2026 | 2025 | |||||||
| Management & Advisory fees | $ | $ | ||||||
| Salaries & wages | ||||||||
| Total stock-based compensation | $ | $ | ||||||
10
Stock Options
A summary of stock option activity within the Company’s LTIP plan for the three months ended March 31, 2026 and 2025 is as follows:
Schedule of stock options
Number of Stock Options Outstanding | Weighted Average Exercise Price ($) | Weighted Average Contractual Life (Years) | ||||||||||
| Balance, December 31, 2024 | ||||||||||||
| Granted | ||||||||||||
| Balance, March 31, 2025 | ||||||||||||
| Balance, December 31, 2025 | ||||||||||||
| Granted | - | |||||||||||
| Balance, March 31, 2026 | ||||||||||||
| Exercisable, March 31, 2026 | ||||||||||||
On February 1, 2025,
the Company issued incentive stock options to our chief financial officer. The incentive stock options vest one-third immediately,
and one-third at each February 1, 2026 and 2027, have a 5-year term, and an exercise price of $. The underlying weighted average
assumptions used in the estimation of fair value in the Black-Scholes valuation model are as follows: risk free rate of
On March 3, 2025, the
Company granted options to directors, officers, and employees. The incentive stock options vested immediately, have a 5-year
term, and an exercise price of $. The underlying weighted average assumptions used in the estimation of fair value in the Black-Scholes
valuation model are as follows: risk free rate of
During the three months
ended March 31, 2026 and 2025, the Company’s total stock-based compensation for stock options was $ and $,
respectively. As of March 31, 2026, outstanding options have vested. For the unvested stock options, vesting is
primarily over
Restricted Stock Units
The Company provides equity compensation in the form of RSUs to certain eligible employees. For the following RSUs issued for the three months ended March 31, 2025, the deemed fair values were between $ and $.
On February 1, 2025, the Company granted RSUs to our chief executive officer that vested immediately.
The Company issued RSUs on March 31, 2025 and RSUs on each of June 30 and September 30, 2025 to our directors. Additionally, on December 31, 2025, the Company issued RSUs to our directors with the same vesting requirements.
These RSUs vest only if there has been a change of control, the sale of a majority of the Company’s assets, or if a director leaves the Board of Directors.
11
The Company issued RSUs on March 31, 2026 to our directors. Similar to the 2025 director RSUs, these RSUs vest only if there has been a change of control, the sale of a majority of the Company’s assets, or if a director leaves the Board of Directors.
During the three months
ended March 31, 2025, the Company’s total stock-based compensation for RSUs was $
Warrants
A summary of the Company’s warrant activity related to financing events for the three months ended March 31, 2026 and 2025 are as follows:
Schedule of Warrant Activity Related to Financing Events
| Number | Weighted Average exercise price | |||||||
| Balance, December 31, 2024 | $ | |||||||
| Issued | ||||||||
| Exercised | ( | ) | ||||||
| Expired | ( | ) | ||||||
| Balance, March 31, 2025 | ||||||||
| Balance, December 31, 2025 | ||||||||
Issued | ||||||||
| Exercised | ( | ) | ||||||
| Expired | ( | ) | ||||||
| Balance, March 31, 2026 | ||||||||
In addition to the above
warrants, on January 27, 2025, the Company issued Performance Warrants to our chief executive officer pursuant to his
executive employment agreement. The vesting of these warrants is subject to several performance milestones, including the completion
of the Lane F acquisition, purchase of the Goldsmith Block (see note 6) and completion of a public offering. As of March 31, 2026,
of the warrants have vested. The warrants are exercisable into common stock at $ per share; fair value of $2.70;
expire January 27, 2035. For these warrants, the Company used a risk-free rate of
During the three months
ended March 31, 2026 and 2025, the Company’s total stock-based compensation for warrants was $
| 11. | Operating Leases |
On May 20, 2025, the Company received notice of the termination of its lease at 401 Bay Street, pursuant to the liquidation proceedings of its landlord, Hudson’s Bay Company ULC, in the Ontario Superior Court of Justice. The Company has vacated the premises and has no further obligations under its commercial lease. Pursuant to the cancellation of the head lease the Company’s sub leases were also cancelled.
Operating lease expense
for the three months ended March 31, 2026 and 2025 was $ and $
| 12. | Net Loss per Share |
Basic earnings or loss per share is computed by dividing the net loss available to common stockholders’ by the weighted average number of shares outstanding during the reporting period. Diluted loss per share is computed similar to basic loss per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options, warrants and restricted stock units, if dilutive. Dilutive securities are excluded from the calculation if their effect would be antidilutive based on the treasury stock method or due to a net loss from operations. The Company’s potential dilutive shares include outstanding stock purchase options, warrants and RSUs.
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| 13. | Related Party Transactions |
Related parties include the Board of Directors, close family members, other key management individuals and enterprises that are controlled by these individuals as well as certain persons performing similar functions.
The Group incurred the following charges with directors and/or officers of the Group and/or companies controlled by them for the three months ended March 31, 2026 and March 31, 2025:
| March 31, 2026 | March 31, 2025 | |||||||
| ($) | ($) | |||||||
| Stock-based compensation – Officers and Directors | ||||||||
| $ | $ | |||||||
| 14. | Segment Information |
The Company is engaged in the exploration of its mineral properties and has determined that it operates in one operating and reportable segment. Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”). This determination is based on the manner in which the CODM, identified as the Chief Executive Officer, makes operating decisions, allocates resources and assesses financial performance.
All activities are related to the exploration of mineral properties, and the Company has not commenced commercial operations or generated revenues to date. Internal reporting and decision-making are performed, and all financial results are reviewed on a consolidated basis by the CODM, without differentiation by individual exploration property. The single segment constitutes all the consolidated entity, and the accompanying Consolidated Financial Statements and the notes to the accompanying Consolidated Financial Statements are representative of such amounts.
Total mineral properties as of March 31, 2026
and December 31, 2025 were $
| 15. | Subsequent Events |
Subsequent
to March 31, 2026, on May 1, 2026, the Company closed its initial public offering (IPO) of approximately
million common shares at a price of $
per share. The Company received net proceeds of approximately $
These proceeds are intended to be used to continue exploration of our mineral deposits, as well as for working capital and general corporate purposes. The common shares sold in the IPO were registered under the Securities Act of 1933, as amended, pursuant to registration statements on Form S-1 (Nos. 333-292928 and 333-295418). The Company’s common shares began trading on the NYSE American LLC on April 30, 2026.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
This discussion should be read in conjunction with the condensed interim consolidated financial statements and accompanying notes for the periods ended March 31, 2026 and 2025, with related notes thereto which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections entitled “Forward-Looking Statements” and “Risk Factors.” We are not undertaking any obligation to update any forward-looking statements or other statements we may make in the following discussion or elsewhere in this document even though these statements may be affected by events or circumstances occurring after the forward-looking statements or other statements were made. Therefore, no reader of this document should rely on these statements being current as of any time other than the time at which this document is declared effective by the SEC. As used in the discussion below, the “Company”, “Silver Bow”, “we”, “us” and “ours” refers to Silver Bow Mining Corp.
All dollar amounts are in U.S. dollars in thousands, except per share amounts, commodity prices, and currency exchange rates unless specified otherwise.
Our Business
We were incorporated under the name Blackjack Silver Corp. pursuant to the Ontario Business Corporations Act on August 31, 2020. We changed our name to Silver Bow Mining Corp. pursuant to a certificate of amendment effective February 18, 2025. On May 27, 2025, we continued as a British Columbia corporation under the provisions of the British Columbia Business Corporations Act (“BCBCA”). Our registered office is located at 1200-750 West Pender St, Vancouver, British Columbia, V6C 2T8, and our corporate headquarters is located at 1401 Idaho Street, Butte, Montana 59701.
We are focused on the exploration of mineral property interests including silver, zinc, gold, lead, and copper targets in Montana. in the state of Montana, United States. Our land holdings are located in Silver Bow County, Montana. Our current properties include the Rainbow Block, the Marget Ann Block, the Goldsmith Block, the Travona Block, and the Emma Block. Collectively, we refer to these properties as the “Butte Project”.
As of March 31, 2026, we are in the exploration stage and have not commenced commercial production or established Mineral Reserves as defined under Subpart 1300 of Regulation S-K.
Selected Statement of Financial Position Information
| March 31, 2026 | December 31, 2025 | |
| Financial Position | $ | $ |
| Cash and cash equivalents | 7,519,919 | 10,554,948 |
| Working Capital Surplus | 6,868,958 | 9,470,294 |
| Mineral Properties | 42,761,804 | 38,261,379 |
| Total Assets | 51,337,257 | 49,723,155 |
| Total Liabilities | 4,954,361 | 1,734,918 |
14
Results of Operations
Three months ended March 31, 2026 compared to Three months ended March 31, 2025
The following table summarizes the Company’s financial results for the three months ended March 31, 2026 and 2025:
| Three months ended March 31 | Change | |||||||||||||||
| 2026 | 2025 | Amount | Percentage | |||||||||||||
| $ | $ | $ | ||||||||||||||
| Exploration costs | 409,056 | 203,870 | 205,186 | 101 | % | |||||||||||
| Depreciation expense | 14,174 | 5,996 | 8,178 | 136 | % | |||||||||||
| Salaries and wages | 619,201 | 316,174 | 303,027 | 96 | % | |||||||||||
| General and administration | 393,461 | 69,587 | 323,874 | 465 | % | |||||||||||
| Management and advisory | 622,018 | 4,920,643 | (4,298,625 | ) | -87 | % | ||||||||||
| Professional fees | 1,015,876 | 91,403 | 924,473 | 1,011 | % | |||||||||||
| Operating lease expense | - | 69,083 | (69,083 | ) | -100 | % | ||||||||||
| Net loss from operations | 3,073,786 | 5,676,756 | (2,602,970 | ) | -46 | % | ||||||||||
| Total other income (expenses) | (37,155 | ) | (44,421 | ) | 7,266 | -16 | % | |||||||||
| Net loss | $ | 3,036,631 | $ | 5,632,335 | $ | (2,595,704 | ) | -46 | % | |||||||
The following is an analysis of our operations for the three months ended March 31, 2026 and 2025. Significant items contributing to the loss incurred were as follows:
| ● | Exploration costs, including fixed costs and project programs, were $409,056 and $203,870 during the three months ended March 31, 2026 and 2025, respectively. The increase was driven primarily by increased activity in the Rainbow Block property in 2026. The Company expects a significant increase in activity during the remainder of 2026 compared to 2025. |
| ● | Salaries and wages and General and administrative costs increased for the three months ended March 31, 2026 compared to the corresponding period in 2025 due primarily to an expansion of the Company’s organizational structure in preparation for the increase in operational activity and the public listing during 2026. |
| ● | Management and advisory fees of $622,018 for the three months ended March 31, 2026 ($4,920,643 for the three months ended March 31, 2025) decreased significantly driven primarily by lower stock-based compensation expenses of $4,338,529. This was due to change in our compensation structure during the prior year which moved from using consultants to building an employee-based management structure, resulting in significantly higher equity-based compensation granted to officers and directors as the Company onboarded new management. |
| ● | The current quarter increase in professional fees totaling $924,473 compared to the prior year’s quarter is primarily due to increases in legal, audit and consulting fees in connection with preparing for a public listing. |
15
Management Outlook and Trends
The overall decrease in net loss of $2,595,704 was primarily attributable to a lower stock-based compensation expense associated with implementing our equity incentive programs for employees, officers, and directors. Throughout the remainder of 2026, a significant increase in exploration and overhead costs is expected as the Company pursues its exploration goals and continues to invest in exploration and management personnel.
Financial Position, Liquidity and Capital Resources
A summary and discussion of our cash inflows and outflows for the three months ended March 31, 2026 and 2025 are as follows:
| Three months ended March 31 | Increase/ | |||||||||||
| 2026 | 2025 | Amount | ||||||||||
| $ | $ | $ | ||||||||||
| Cash Flows Provided by (Used In): | ||||||||||||
| Operating Activities | (3,364,860 | ) | (985,827 | ) | (2,379,033 | ) | ||||||
| Investing Activities | (510,169 | ) | (1,006,851 | ) | 496,682 | |||||||
| Financing Activities | 840,000 | 5,456,255 | (4,616,255 | ) | ||||||||
| Net Increase (Decrease) in Cash | (3,035,029 | ) | 3,463,577 | (6,498,606 | ) | |||||||
Cash used in operating activities increased in the three months ended March 31, 2026 compared to the corresponding period in 2025 due to the expansion of the Company’s management structure and increased professional fees as we increased operational activities and prepared for the 2026 public listing.
Cash provided by financing activities decreased significantly in the three months ended March 31, 2026 compared to 2025 due to lower financing transactions. The following financing transactions occurred in the first three months of 2025 and 2026:
| ● | From January through March 2025, we completed private placements, raising $1,912,078 from the issuance of common shares and purchase warrants with an exercise price of $6.00 for two years from each closing. |
| ● | In February 2025, we issued 1,012,622 common shares pursuant to warrant exercises at a price of $3.50 per share, raising $3,544,177. |
| ● | From January through March 2026, the Company issued 175,000 common shares pursuant to warrant exercises with prices ranging between $4.00 - $5.00, raising $840,000. |
Cash Resources and Going Concern
We have no revenue generating operations from which we can internally generate funds. To date, our ongoing operations have been financed by the sale of our equity securities by way of private placements. As of March 31, 2026, the Company had Cash and cash equivalents of $7,519,919 and working capital of $6,868,958. On May 1, 2026 the Company closed its initial public offering (IPO) of approximately 5.2 million common shares at a price of $11.50 per share. The Company received net proceeds of approximately $54.6 million after deducting underwriting discounts, commissions and offering expenses. These proceeds are intended to be used to continue exploration of our mineral deposits, as well as for working capital and general corporate purposes. The common shares sold in the IPO were registered under the Securities Act of 1933, as amended, pursuant to registration statements of Form S-1 (Nos. 333-292928 and 333-295418). The Company’s common shares began trading on the NYSE American LLC on April 30, 2026.
During the twelve months following March 31, 2026, the Company anticipates cash expenditures of approximately $35 million for exploration activities and working capital purposes.
16
Based on its liquidity position as of March 31, 2026, the net proceeds from the IPO and planned expenditures for the next 12 months, management believes the Company has sufficient resources to meet its obligations as they become due within 12 months from the issuance date of these consolidated financial statements, which have been prepared on a going-concern basis. While we have been successful in the past in obtaining the necessary capital to support our operations, including registered equity financing, there is no assurance we will be able to obtain additional equity capital or other financing, if needed.
Critical Accounting Policies and Estimates
This MD&A of our financial condition and results of operations is based on our condensed interim consolidated financial statements, which have been prepared in accordance with U.S. GAAP. Preparation of financial statements requires management to make assumptions, estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and the related disclosures of contingencies. Management bases its estimates on various assumptions and historical experience, which are believed to be reasonable; however, due to the inherent nature of estimates, actual results may differ significantly due to changed conditions or assumptions. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are fairly presented in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. Management believes that the following critical accounting estimates and judgments have a significant impact on our condensed interim consolidated financial statements; valuation of options and warrants granted to directors and officers using the Black-Scholes model.
Our accounting policies are described in greater detail in Note 2 to the audited annual consolidated financial statements for the year ended December 31, 2025, which can be found in our Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 24, 2026. There have been no material changes to our critical accounting policies and estimates as compared to our critical accounting policies and estimates described in the Registration Statement.
17
Note Regarding Forward-Looking Statements
This quarterly report on Form 10-Q contains forward-looking statements. We may, in some cases, use words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “will”, “would”, and similar expressions that convey uncertainty of future events or outcomes to identify these forward-looking statements. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. Forward-looking statements in this quarterly report include, but are not limited to, statements about:
| ● | our strategies and objectives, both generally and in respect of our specific mineral properties; |
| ● | the timing of decisions regarding the strategy and costs of exploration programs with respect to, and the issuance of the necessary permits and authorizations required for, our exploration programs; |
| ● | the timing and cost of our planned exploration programs, and the timing of the receipt of results therefrom; |
| ● | our future cash requirements; |
| ● | general business and economic conditions; |
| ● | our ability to meet our financial obligations as they come due, including payments required to maintain our mineral property interests; |
| ● | the timing and pricing of proposed financings, if applicable; |
| ● | the anticipated use of the proceeds from any financings completed us; |
| ● | the potential for the expansion of the known mineralized zones; and |
| ● | the potential for the amenability of mineralization to respond to proven technologies and methods for recovery of ore. |
Although we believe that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Inherent in forward-looking statements are risks and uncertainties beyond our ability to predict or control, including, but not limited to, risks related to our inability to negotiate successfully for the acquisition of interests in exploration and evaluation assets, the determination of applicable governmental agencies not to issue the exploration concessions applied for by us or excessive delay by the applicable governmental agencies in connection with any such issuances, our inability to identify one or more economic deposits on our properties, variations in the nature, quality and quantity of any mineral deposits that may be located, our inability to obtain any necessary permits, consents or authorizations required for our activities, to produce minerals from our properties successfully or profitably, to continue our projected growth, to raise the necessary capital, to complete certain financing transactions, or to be fully able to implement our business strategies.
18
We caution investors that any forward-looking statements by us are not guarantees of future performance, and that actual results are likely to differ, and may differ materially, from those expressed or implied by forward-looking statements contained in this quarterly report. Such statements are based on a number of assumptions which may prove incorrect, including, but not limited to, assumptions about:
| ● | the level and volatility of the prices for precious and base metals, including silver, zinc, gold, lead and copper; |
| ● | general business and economic conditions; | |
| ● | the timing of the receipt of regulatory and governmental approvals, permits and authorizations necessary to implement and carry on our planned exploration programs; |
| ● | conditions in the financial markets generally, and with respect to the prospects for junior exploration silver, copper and precious and base metal companies specifically; |
| ● | our ability to secure the necessary consulting, drilling and related services and supplies on favorable terms; |
| ● | our ability to attract and retain key staff, and to retain consultants to provide the specialized information and skills involved in understanding the precious and base metal exploration, mining, processing and marketing businesses; |
| ● | the nature and location of our mineral exploration projects, and the timing of the ability to commence and complete the planned exploration programs; |
| ● | the anticipated terms of the consents, permits and authorizations necessary to carry out the planned exploration programs and our ability to comply with such terms on a cost-effective basis; |
| ● | our ongoing relations with government agencies and regulators and our underlying property vendors/optionees; and |
| ● | that the metallurgy and recovery characteristics of samples from certain of our mineral properties are reflective of the deposit as a whole. |
These forward-looking statements are made as of the date hereof and we do not intend and do not assume any obligation, to update these forward-looking statements, except as required by applicable law. For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements.
This list is not exhaustive of the factors that might affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the “Risk Factors” section of our registration statement on Form S-1/A (No. 333-292928) as filed with the SEC on April 21, 2026 and this quarterly report on Form 10-Q. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that could cause results not to be as anticipated, estimated or intended. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Except as required by law, we disclaim any obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. We qualify all of the forward-looking statements contained or incorporated by reference in this quarterly report on Form 10-Q by the foregoing cautionary statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable
ITEM 4. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures.
At the end of the period covered by this quarterly report on Form 10-Q for the three months ended March 31, 2026, an evaluation was carried out under the supervision of and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by this quarterly report, our disclosure controls and procedures were effective in ensuring that: (i) information required to be disclosed by us in reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.
Remediation of Previously Reported Material Weakness
As previously reported in the Company’s Prospectus, we identified material weaknesses in internal controls over financial reporting during the 2025 audit. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified related to the vesting methodology for stock-based compensation expense and the accounting for stock-based compensation and equity instrument modifications. Once discovered, adjustments were recognized for both items to insure proper accounting treatment.
To remediate the material weaknesses, the Company made several changes to its internal control framework that improved its internal control over financial reporting. During the three months ended March 31, 2026, the Company implemented a monthly accounting closing policy to formalize closing roles and responsibilities as well as reporting timelines. In addition, the Company made specific revisions to existing accounting policies to quickly identify and account for certain types of complex accounting transactions. While we believe these efforts will improve our internal controls over financial reporting, the implementation of our remediation is ongoing and will require validation and testing of the design and operational effectiveness of internal controls over a sustained period of financial reporting cycles.
19
Changes in Internal Control over Financial Reporting
There have been changes in our internal control over financial reporting during the three months ended March 31, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. The changes in our internal control over financial reporting to address remediation of a previously disclosed material weakness as described above under the section heading “- Remediation of Previously Reported Material Weakness.”
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, we are involved in various legal proceedings arising from the normal course of business activities. We are not currently a party to any material legal proceedings. However, from time to time, we may become involved in other litigation or legal proceedings relating to claims arising from the ordinary course of business.
ITEM 1A. RISK FACTORS.
There have been no material changes from the risk factors set forth under the heading “Risk Factors” in our Registration Statement on Form S-1/A, as filed with the SEC on April 21, 2026, which risk factors are incorporated herein by reference. The risks described in our Registration Statement on Form S-1/A and as otherwise herein are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, cash flows, and/or future results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Unregistered Sales of Equity Securities
During the three months ended March 31, 2026, we had the following unregistered sales of equity securities:
| ● | In January 2026, we issued 4,000 common shares pursuant to a warrant exercise by a warrant holder at a price of $5.00 per share. The securities were issued pursuant to Rule 506 of Regulation D and Section 4(a)(2) of the U.S. Securities Act. |
| ● | In February 2026, we issued 8,000 common shares pursuant to a warrant exercise by a warrant holder at a price of $5.00 per share. The securities were issued pursuant to Rule 506 of Regulation D and Section 4(a)(2) of the U.S. Securities Act. |
| ● | On March 18, 2026, the Company issued 35,000 common shares pursuant to warrants exercises, raising $140,000 at a price of $4.00 per share. The securities were issued pursuant to Rule 506 of Regulation D and Section 4(a)(2) of the U.S. Securities Act. |
| ● | On March 23, 2026, the Company issued 108,000 common shares pursuant to warrants exercises, raising $540,000 at a price of $5.00 per share. The securities were issued pursuant to Rule 506 of Regulation D and Section 4(a)(2) of the U.S. Securities Act. |
| ● | On March 24, 2026, the Company issued 20,000 common shares pursuant to warrants exercises, raising $100,000 at a price of $5.00 per share. The securities were issued pursuant to Rule 506 of Regulation D and Section 4(a)(2) of the U.S. Securities Act. |
Repurchases of Equity Securities
During the three months ended March 31, 2026, we did not repurchase any of our equity securities.
20
Use of Proceeds
On May 1, 2026 , we closed our first public offering of securities under the Securities Act of 1933, as amended (the “Securities Act”). We are required to report our use of proceeds pursuant to our Registration Statements on Form S-1 (333-292928 and 333-295418). Following the closing of the public offering, we received approximately $54.6 million in net proceeds (or $11.50 per common share sold in the public offering), which funds were wired into our operating bank account.
As of the date hereof, we have not used any of the net proceeds of the offering.
As of the date hereof, we reasonably estimate that we have approximately $54.6 million in net proceeds remaining in our operating accounts.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURE.
We consider health, safety, and environmental stewardship to be a core value for us.
Pursuant to Section 1503(a) of the United States Dodd-Frank Wall Street Reform and Consumer Protection Act of 2011 (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities under the regulation of the Federal Mine Safety and Health Administration (“MSHA”) under the United States Federal Mine Safety and Health Act of 1977 (the “Mine Act”). During the three months ended March 31, 2026, we had no U.S. properties subject to regulation by the MSHA under the Mine Act and consequently no disclosure is required under Section 1503(a) of the Dodd-Frank Act.
ITEM 5. OTHER INFORMATION.
(a) None.
(b) None.
(c) During the quarter ended March 31, 2026, none of our directors or officers adopted, modified, or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
21
ITEM 6. EXHIBITS.
The following exhibits are filed as part of this report:
* - Filed herewith
| (1) | Submitted electronically herewith. Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Interim Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025, (ii) Condensed Interim Consolidated Statements of Changes in Stockholders’ Equity for three months ended March 31, 2026 and December 31, 2025, (iii) Condensed Interim Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025, and (iv) Notes to Condensed Consolidated Financial Statements. |
22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SILVER BOW MINING CORP. (Registrant) | ||
Dated: May 14, 2026 |
By: | /s/ C. Travis Naugle |
| C. Travis Naugle | ||
| Chief Executive Officer | ||
Dated: May 14, 2026 |
By: | /s/ Wade Black |
| Wade Black | ||
| Chief Financial Officer | ||
23
Exhibit 31.1
CERTIFICATION
I, C. Travis Naugle, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Silver Bow Mining Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)[Reserved];
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 14, 2026 |
/s/ C. Travis Naugle |
| C. Travis Naugle, | |
| Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
I, Wade Black, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Silver Bow Mining Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)[Reserved]
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: May 14, 2026 | /s/ Wade Black |
| Wade Black | |
| Chief Financial Officer |
Exhibit 32.1
STATEMENT PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Silver Bow Mining Corp. (the “Company”) on Form 10-Q for the period ended March 31, 2026, as filed with the Securities and Exchange Commission (the “Report”), the undersigned officer of the Company does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: May 14, 2026 | /s/ C. Travis Naugle |
| C. Travis Naugle, | |
| Chief Executive Officer |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
STATEMENT PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Silver Bow Mining Corp. (the “Company”) on Form 10-Q for the period ended March 31, 2026, as filed with the Securities and Exchange Commission (the “Report”), the undersigned officer of the Company does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: May 14, 2026 | /s/ Wade Black |
| Wade Black | |
| Chief Financial Officer |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.