Silver Bow Mining Corp DEFA14A, filed Oct 23, 2026
Silver Bow Mining Corp. (SBMT)
Silver Bow Mining Corp. amended its asset purchase agreement: sellers must use reasonable efforts to deliver audited MTMI financial statements by October 31, 2026, followed by preliminary proxy filing within 5 Business Days; the Outside Date is 60 days after delivery. AI summary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 20, 2026
Silver Bow Mining Corp.
(Exact name of registrant as specified in its charter)
| British Columbia | 001-43242 | 98-1858068 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
|
1401 Idaho Street Butte, Montana |
59701 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 406-718-7593
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol | Name of each exchange on which registered: | ||
| Common Shares, no par value | SBMT | NYSE American, LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act or 1934 (§240.12b-2 of this chapter).
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On October 20, 2026, Silver Bow Mining Corp. (the “Company”) entered a First Amendment to Asset Purchase Agreement with an effective date of October 14, 2026 (this “Amendment”), which amends that certain Asset Purchase Agreement, dated August 21, 2026 (the “Original Agreement”), by and among Montana Goldfields, Inc., a Delaware corporation (“MTGF”), Montana Tunnels Mining, Inc., a Delaware corporation (“MTMI” and, collectively with MTGF, “Sellers” and each a “Seller”) and the Company and Silver Bow Tunnels Corp., a Montana corporation (“SBTC” and, collectively with the Company, “Buyers” and each a “Buyer”).
Pursuant to the Amendment, the Sellers and Buyers agreed to amend the Original Agreement as follows:
The definition of "Outside Date in the Original Agreement was amended to mean the date that is 60 days following delivery by the Sellers to the Buyers of the audited financial statements of MTMI for its last two fiscal years in form satisfactory for inclusion in the Proxy Statement as required under Section 5.17 of the Original Agreement
The first sentence of Section 5.4 of the Original Agreement was amended to provide that the Company will, as promptly as reasonably practicable (and in any event within 5 Business Days following the following delivery by the Sellers to the Buyers of the audited financial statements of MTMI for its last two fiscal years in form satisfactory for inclusion in the Proxy Statement as required under Section 5.17 of the Original Agreement), prepare and file with the Commission, in preliminary form, a proxy statement relating to a meeting of the Company’s shareholders (the “Company Shareholders Meeting”) (as amended or supplemented from time to time, the “Proxy Statement”) for the purpose of obtaining the Company Shareholder Approval.
The first sentence of Section 5.17 of the Original Agreement was amended to provide that, in connection with the preparation of the Proxy Statement, Sellers will use reasonable efforts to produce audited financial statements of MTMI for its last two fiscal years or such other periods as may be required by the Commission for inclusion in the Proxy Statement, audited by an independent public accounting firm registered with the PCAOB in accordance with the standards of the PCAOB (the “MTMI Audited Financials”), no later than October 31, 2026.
Except as specifically modified and amended as stated above, the Original Agreement remains in full force and effect without revision thereto, as more fully described in the Company’s Current Report on Form 8-K as filed with the Commission on August 24, 2026.
The foregoing is a summary of the material terms of the Amendment and is subject to, and qualified in its entirety by, the full text of the Amendment which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
A copy of the Amendment has been included as Exhibit 10.1 hereto to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties thereto or any of their respective subsidiaries or affiliates. The covenants contained in the Amendment were made only for purposes of that agreement and as of specific dates; were made solely for the benefit of the parties to the Amendment; may be subject to limitations agreed upon by the parties thereto, including being qualified by confidential disclosures; may not have been intended to be statements of fact, but rather, as a method of allocating contractual risk and governing the contractual rights and relationships between the parties to the Amendment; and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Investors should not rely on the covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the covenants may change after the date of the Amendment, which subsequent information may or may not be fully reflected in any public disclosures. Accordingly, investors should read the covenants in the Amendment not in isolation but only in conjunction with the other information about the parties or any of their respective subsidiaries or affiliates that they include in reports, statements and other filings they make with the Commission and the Canadian Securities Regulators.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | First Amendment to Asset Purchase Agreement dated October 14, 2026 by and among Montana Goldfields, Inc., Montana Tunnels Mining, Inc., Silver Bow Mining Corp. and Silver Bow Tunnels Corp. |
| 104 | Cover Page Interactive Data File--the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
Additional information and where to find it
This communication may be deemed to be solicitation material in respect of the proposed shareholders meeting of the Company to approve the issuance of the CVRs and the underlying common shares. In connection with the proposed shareholders meeting, the Company intends to file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including the Company’s proxy statement in preliminary and definitive form. INVESTORS AND SHAREHOLDERS OF SILVER BOW MINING ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING SILVER BOW MINING’S PROXY STATEMENT (WHEN THEY ARE AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE SHAREHOLDER APPROVAL BEING REQUESTED. Investors and shareholders of the Company are or will be able to obtain these documents (when they are available) free of charge from the SEC’s website at www.sec.gov, or free of charge from the Company under the “Investors” section of the Company’s website at www.silverbowmining.com/investors or by sending a request by e-mail to ir@silverbowmining.com or by mail to 1401 Idaho Street, Butte, Montana 59701, attention: Corporate Secretary.
Participants in the solicitation
The Company and certain of its respective directors and executive officers, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from shareholders of the Company in connection with the proposed transaction. Information about the Company’s directors and executive officers is available in the Company’s registration statement on Form S-1/A, which was filed with the SEC on April 21, 2026. To the extent holdings of the Company’s securities by their respective directors or executive officers have changed since the amounts set forth in the Registration Statement on Form S-1/A, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Additional information concerning the interests of the Company’s participants in the solicitation, which may, in some cases, be different than those of the Company’s shareholders generally, will be set forth in the Company’s proxy statement relating to the proposed approval by shareholders, when it becomes available.
Forward-Looking Statements
This report contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Exchange Act, and forward-looking information within the meaning of applicable Canadian securities laws. All statements, other than statements of historical facts included in this report that address activities, events or developments that we expect or anticipate will or may occur in the future are forward-looking statements and forward-looking information. When used in this report or elsewhere, the words such as "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "potential," "project," "target," "will," "could," "should," and similar expressions, or statements that certain actions, events or results "may," "could," "would," "should," "might" or "will" occur or be achieved, often, but not always, identify forward-looking statements and forward-looking information. These forward-looking statements and forward-looking information include, but are not limited to, statements regarding the completion of the acquisition; the acquisition and transfer of assets and permits; the issuance and conversion of CVRs; the toll-milling, royalty and net profits interest arrangements; the US$5 million M-Pit feasibility work program and the timing, completion and results of the M-Pit Feasibility Study; the Clancy Creek Bypass Channel program; any future construction decision, restart or production from the M-Pit; the potential suitability of the acquired milling and flotation circuits for processing mineralization from the Company’s Rainbow Block project; potential development pathways for Rainbow Block; expected strategic benefits of the transaction and other similar statements regarding the transaction. Forward-looking statements are based on the Company’s current expectations and are subject to known and unknown risks and uncertainties that may cause actual results to differ materially, including failure to obtain Bankruptcy Court, governmental, shareholder or NYSE American approvals; failure to satisfy closing conditions; changes in the amount of obligations required to be funded; reclamation, environmental and legacy-liability costs; the
status or transferability of permits; results of technical and feasibility studies; the Company’s future capital costs, operating costs, non-operating costs, and ability to raise capital on terms acceptable to the Company or at all; risks relating to the Company’s exploration activities in Montana; risks related to the Company’s mineral claims, including the validity, title and maintenance of mineral claims and property rights; risks in obtaining, maintaining or amending permits, licenses and future permitting and regulatory approvals; commodity-price fluctuations; litigation; the inherently hazardous nature of mining-related activities and other operational and environmental risks inherent in mineral exploration and mining-related activities. Additional risk factors are discussed under the headings "Forward-Looking Statements" and "Risk Factors" in the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on April 21, 2026, the Company’s Canadian prospectus dated April 29, 2026, filed on SEDAR+, and in other documents filed by the Company with the SEC and Canadian securities regulatory authorities.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements and forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned not to place undue reliance on forward-looking statements and forward-looking information, which speak only as of the date of this report. Except as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statements or forward-looking information, whether as a result of new information, future events or otherwise.
SIGNATURES
Pursuant to the requirements 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. | ||
| Date: October 23, 2026 | By: | /s/ C. Travis Naugle |
| C. Travis Naugle | ||
| Chief Executive Officer | ||
Exhibit 10.1
FIRST AMENDMENT
TO
ASSET PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of October 14, 2026, and amends that certain Asset Purchase Agreement, dated August 21, 2026 (the “Original Agreement”), by and among Montana Goldfields, Inc., a Delaware corporation (“MTGF”), Montana Tunnels Mining, Inc., a Delaware corporation (“MTMI” and, collectively with MTGF, “Sellers” and each a “Seller”) and Silver Bow Mining Corp., a British Columbia corporation (“SBMT”), and Silver Bow Tunnels Corp., a Montana corporation (“SBTC” and, collectively with SBMT, “Buyers” and each a “Buyer”). Sellers and Buyers are sometimes referred to in this Amendment, individually, as a “Party” and, collectively, as the “Parties.”
RECITALS:
A. Buyers and Sellers are parties to the Original Agreement, pursuant to which Sellers agreed to sell and Buyers agreed to purchase certain assets and rights comprising the Montana Tunnels Mine located in Jefferson County, Montana (the “Montana Tunnels Mine”) and the Diamond Hill Mill (the “Diamond Hill Mill”), including all related mineral and real property interests, improvements, tangible personal property, water rights and permits, books and records, intellectual property and other assets as described therein as the Purchased Assets.
B. In accordance with Section 10.11 of the Original Agreement, the Parties desire to amend the Original Agreement pursuant to the terms and conditions set forth in this Amendment.
AGREEMENT:
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:
1. Definitions. All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings given to such terms in the Original Agreement. From and after the date of this Amendment, each reference in the Original Agreement to “this Agreement,” “hereof,” “hereunder” or words of like import, and each reference to the “Agreement” in this Amendment, shall mean the Original Agreement as amended by this Amendment.
2. Amendment to Section 1.1. The definition of "Outside Date" in Section 1.1 of the Original Agreement is hereby amended and restated in its entirety to read as follows:
"Outside Date" means the date that is 60 days following delivery by the Sellers to the Buyers of the audited financial statements of MTMI for its last two fiscal years in form satisfactory for inclusion in the Proxy Statement as required under Section 5.17 of the Original Agreement.
3. Amendment to Section 5.4. The first sentence of Section 5.4 of the Original Agreement is hereby amended and restated as follows:
As promptly as reasonably practicable (and in any event within 5 Business Days following the date the Sellers deliver to the Buyers the audited financial statement of MTMI for its last two fiscal years in form satisfactory for inclusion in the Proxy Statement as required by Section 5.17 of the Original Agreement, SBMT shall prepare and file with the Commission, in preliminary form, a proxy statement relating to a meeting of the SBMT Shareholders (the “SBMT Shareholders Meeting”) (as amended or supplemented from time to time, the “Proxy Statement”) for the purpose of obtaining the SBMT Shareholder Approval.
4. Amendment to Section 5.17. The first sentence of Section 5.17 of the Original Agreement is hereby amended and restated as follows:
In connection with the preparation of the Proxy Statement, Sellers will use reasonable efforts to produce
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audited financial statements of MTMI for its last two fiscal years or such other periods as may be required by the Commission for inclusion in the Proxy Statement, audited by an independent public accounting firm registered with the PCAOB in accordance with the standards of the PCAOB no later than October 31, 2026.
5. No Other Amendments. Except as specifically modified and amended pursuant to Sections 2 through 4 above, the Original Agreement shall remain in full force and effect without revision thereto.
6. Counterparts. This Amendment may be executed in one or more counterparts, each of which will be deemed to be an original and all of which together will constitute one and the same instrument. Signatures given by facsimile or portable document format (or similar format) shall be binding and effective to the same extent as original signatures.
[Signature page follows.]
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above.
SELLERS:
MONTANA GOLDFIELDS INC.
By:___/s/ Patrick Imeson________________________
Name: Patrick Imeson
Title: Chief Executive Officer
MONTANA TUNNELS MINING INC.
By:____/s/ Tom Brodmerkel______________________
Name: Tom Brodmerkel
Title: President
BUYERS:
SILVER BOW MINING CORP.
By:__/s/ C. Travis Naugle________________________
Name: C. Travis Naugle
Title: Chief Executive Officer
SILVER BOW TUNNELS CORP.
By:___/s/ Douglas Stiles________________________
Name: Douglas Stiles
Title: President
Signature Page to First Amendment to Asset Purchase Agreement