UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the transition period from              to

Commission file number: 001-43242

SILVER BOW MINING CORP.

 (Exact Name of Registrant as Specified in its Charter)

(406) 718-7593

(Registrant’s Telephone Number, including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

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.  Yes ☒ No ☐

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).    Yes ☒ No ☐

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:

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 ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common shares, as of the latest practical date: 29,528,500 common shares, without par value, outstanding as of May 14, 2026.

SILVER BOW MINING CORP. 

FORM 10-Q 

For the Quarter Ended March 31, 2026

(Unaudited)

INDEX

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PART I - FINANCIAL INFORMATION

ITEM 1.  CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS.

SILVER BOW MINING CORP.

UNAUDITED CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS

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

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 CHANGES IN STOCKHOLDERS’ EQUITY

For the three months ended March 31, 2026 and 2025

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 CASH FLOWS

For the three months ended March 31, 2026 and 2025

Supplemental Disclosure of Non-Cash Transactions

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

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SILVER BOW MINING CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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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

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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:

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:

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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:

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:

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.

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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.

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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:

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.

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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:

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.

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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:

Repurchases of Equity Securities

During the three months ended March 31, 2026, we did not repurchase any of our equity securities.

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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.

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ITEM 6.  EXHIBITS.

The following exhibits are filed as part of this report:

* - Filed herewith

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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.

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