As filed with the U.S. Securities and Exchange Commission on January 23, 2026

 

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

SILVER BOW MINING CORP.

(Exact name of Registrant as specified in its charter) 

British Columbia	1000	98-1858068
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

 

Silver Bow Mining Corp.

1401 Idaho Street

Butte Montana 59701

(406) 718-7593

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

 

C T Corporation System

1015 15th Street N.W., Suite 1000

Washington, DC 20005

(202) 572-3100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

Jason K. Brenkert, Esq. Dorsey & Whitney LLP 1400 Wewatta Street, Suite 400 Denver, Colorado 80202 (303) 352-1133		Mark D. Wood, Esq. Elizabeth C. McNichol, Esq. Katten Muchin Rosenman LLP 525 W. Monroe Street Chicago, IL 60661-3693 (312) 902-5493

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box. ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging growth company		☒

 

If an emerging growth company, indicate by check mark if the registrant has elected to opt out of the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Exchange Act. ☐

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.

 

 

 

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 23, 2026

PRELIMINARY PROSPECTUS 

Common Shares

 

This is the initial public offering of the common shares of Silver Bow Mining Corp (the “Company”, “we”, “us”. “our” or “Silver Bow Mining”). We are offering                common shares (the “common shares”).

Prior to this offering, there has been no public market for our common shares. It is currently estimated that the initial public offering price for our common shares will be between $    and $    per share. We intend to apply to list our common shares on the NYSE American (“NYSE American”). We anticipate that our common shares will be trading on the NYSE American; however, there can be no assurance that such an application for trading will be approved. If we do not meet all of the NYSE American’s initial listing criteria or our application for listing is not otherwise accepted, we will not complete this offering. The offering price may not reflect the market price of our common shares after this offering. Our common shares are not listed or quoted for trading on any exchange or over the counter market.

 

We are an “emerging growth company” as defined by the Jumpstart Our Business Startups Act of 2012 and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary - Implications of Being an Emerging Growth Company” in this prospectus.

 

Investing in our securities involves a high degree of risk. Please read “Risk Factors” beginning on page 13 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.  

		Per common share				Total
Initial public offering price		$				$
Underwriting discount(1)		$				$
Proceeds, before expenses, to us		$				$

(1)

The underwriters and other broker-dealers will receive compensation for sales of the securities offered hereby at a fixed commission rate consisting of a cash fee equal to        % of the total gross proceeds of the offering. See “Underwriting” in this prospectus for additional information regarding total underwriter compensation.

 

This Offering is being conducted by Cantor Fitzgerald & Co. (the “representative”), a registered broker-dealer and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), as representative of the underwriters named in the underwriting agreement, including (collectively with the Representative, the “underwriters”). To the extent that the underwriters sell more than       common shares, the underwriters have the option exercisable by the Representative to purchase up to an additional           shares from us at the initial price to the public per common share, less the underwriting discount, to cover over-allotments, for 30 days after the date of this prospectus. None of the common shares offered are being sold by present security holders of Silver Bow Mining.

The underwriters expect to deliver the common shares to purchasers on or about _________, 2026

Cantor	Research Capital USA Inc.
Joint Bookrunner	Joint Bookrunner

Prospectus dated    , 2026.

TABLE OF CONTENTS 

 

ABOUT THIS PROSPECTUS AND EXCHANGE RATES	1
PROSPECTUS SUMMARY	5
SUMMARY OF CONSOLIDATED FINANCIAL DATA	14
RISK FACTORS	15
FORWARD-LOOKING STATEMENTS	43
CAUTIONARY NOTE TO INVESTORS REGARDING ESTIMATES OF MEASURED, INDICATED AND INFERRED RESOURCES	44
REVERSE STOCK SPLIT	45
DIVIDEND POLICY	45
USE OF PROCEEDS	45
DETERMINATION OF OFFERING PRICE	47
CAPITALIZATION	47
DILUTION	48
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	50
BUSINESS	59
LEGAL PROCEEDINGS	73
DESCRIPTION OF PROPERTY	74
MANAGEMENT	87
EXECUTIVE COMPENSATION	94
NON-EMPLOYEE DIRECTOR COMPENSATION	97
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	102
PRINCIPAL STOCKHOLDERS	102
DESCRIPTION OF SECURITIES	105
UNDERWRITING	113
SHARES ELIGIBLE FOR FUTURE SALE	118
MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. RESIDENTS	120
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	122
WHERE YOU CAN FIND MORE INFORMATION	131

 

 

 

ABOUT THIS PROSPECTUS AND EXCHANGE RATES

 

This prospectus is a part of a registration statement on Form S-1 that we filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). You should rely only on the information contained in this prospectus or contained in any prospectus supplement or free writing prospectus filed with the SEC. We have not authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the SEC. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give to you. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus.

 

For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the common shares and the distribution of this prospectus outside the United States.

 

We are Silver Bow Mining Corp., formerly known as Blackjack Silver Corp., a corporation continued under the Business Corporation Act (British Columbia) (the “BCBCA”), which together with our subsidiaries we refer to as “Silver Bow Mining,” the “Company”, “Silver Bow Mining”, “we”, “our”, or “us”.

 

Unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to “$” refer to United States dollars. All references to “C$” refer to Canadian dollars. All references to “common shares” and “shares” refer to the common shares in our capital stock, unless otherwise indicated.

 

Silver Bow Mining Corp., the Silver Bow Mining logo and other trademarks or service marks of Silver Bow Mining appearing in this prospectus are the property of Silver Bow Mining or its subsidiaries. Trade names, trademarks and service marks of other companies appearing in this prospectus are the property of their respective holders.

GLOSSARY OF MINING TERMS

 

S-K 1300 Definitions

 

Development Stage Issuer	A “development stage issuer” is an issuer that is engaged in the preparation of mineral reserves for extraction on at least one material property.
Development Stage Property	A “development stage property” is a property that has mineral reserves disclosed, pursuant to this subpart, but no material extraction.
Exploration Stage Issuer	An “exploration stage issuer” is an issuer that has no material property with mineral reserves disclosed.
Exploration Stage Property	An “exploration stage property” is a property that has no mineral reserves disclosed.
Indicated Mineral Resource	An “indicated mineral resource” is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve
Inferred Mineral Resource	An “inferred mineral resource” is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project, and may not be converted to a mineral reserve.
Measured Mineral Resource	A “measured mineral resource” is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors, as defined in this section, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve.
Mineral Reserve	A “mineral reserve” is an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.

  

Mineral Resource

A “mineral resource” is a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.

  

Modifying Factors	Modifying factors are the factors that a qualified person must apply to indicated and measured mineral resources and then evaluate in order to establish the economic viability of mineral reserves. A qualified person must apply and evaluate modifying factors to convert measured and indicated mineral resources to proven and probable mineral reserves. These factors include, but are not restricted to: Mining; processing; metallurgical; infrastructure; economic; marketing; legal; environmental compliance; environmental remediation, plans, negotiations, or agreements with local individuals or groups; and governmental factors. The number, type and specific characteristics of the modifying factors applied will necessarily be a function of and depend upon the mineral, mine, property, or project.
Probable Mineral Reserve	A “probable mineral reserve” is the economically mineable part of an indicated and, in some cases, a measured mineral resource.
Production Stage Issuer	A “production stage issuer” is an issuer that is engaged in material extraction of mineral reserves on at least one material property.
Production Stage Property	A “production stage property” is a property with material extraction of mineral reserves.
Proven Mineral Reserve	A “proven mineral reserve” is the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource.

  

ABBREVIATIONS

 

 

Abbreviation	Definition
Ag	Silver
Ag-Eq	Silver Equivalent
Ag_opt	Silver ounces per ton
Au	Gold
Au_opt	Gold ounces per ton
BQM	Butte Quartz Monzonite
BSB	consolidated city-county government of Butte-Silver Bow County
C$	Canadian Dollar
CERCLA	Comprehensive Environmental Response, Compensation and Liability Act
Cu	Copper
DEQ	State of Montana Department of Environmental Quality
ft	feet
IVD2	Inverse Distance Squared
LLP	Limited Liability Partnership
NN	Nearest Neighbor
NSR	Net Smelter Return Royalty
OK	Ordinary Kriging
opt	ounce per ton
Pb	Lead
Pb_pct	Lead pounds per conventional ton
RQD	Rock Quality designation
tonne	Metric tonne
Zn	Zinc
Zn_pct	Zinc pounds per conventional ton

 

 

SUMMARY OF CONSOLIDATED FINANCIAL DATA

 

The following tables set forth a summary of our historical audited consolidated financial data as at and for the fiscal years ended December 31, 2024 and 2023 and for the nine month periods ended September 30, 2025 and 2024. The historical summary consolidated financial data set forth in the following tables has been derived from our consolidated financial statements included elsewhere in this prospectus. In our opinion, the unaudited interim consolidated financial statements have been prepared on a basis consistent with our audited consolidated financial statements and, in our opinion, contain all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of such interim financial statements. You should read this data together with Silver Bow Mining’s consolidated financial statements and the related notes appearing elsewhere in this prospectus and the information included under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Silver Bow Mining’s historical results are not necessarily indicative of our future results.

 

Condensed Consolidated Statements of Operations and Comprehensive Loss:

(expressed in United States Dollars)

		(Unaudited) nine months ended September 30,								Year ended December 31,
		2025				2024				2024				2023
Net loss from operations		$	(9,048,216)				(3,869,689)				(4,808,639	)			(1,332,156	)
Acquisition Costs			—				—				—				—
Net loss and comprehensive loss			(9,124,931)				(3,616,511)				(4,808,639	)			(1,332,156	)
Net loss per share, basic and diluted		$	(0.563)			$	(0.261)			$	(0.3320	)		$	(0.1550	)
Weighted average shares to compute net loss per share, basic and diluted			16,218,485				13,863,237				14,476,637				8,531,498

 

 

Selected Consolidated Balance Sheet Data

(expressed in United States Dollars)

		(Unaudited) September 30, 2025			December 31,
					2024				2023
Cash and cash equivalents		$	1,257,262		$	255,630			$	1,590,770
Total current assets		$	1,424,563		$	419,887			$	1,810,757
Total assets		$	40,154,792		$	38,573,865			$	32,866,015
Current liabilities		$	833,426		$	4,683,555			$	571,836
Total liabilities		$	1,055,844		$	5,264,999			$	1,419,720
Total stockholders’ equity		$	39,098,948		$	33,308,866			$	31,446,295
Total liabilities and stockholder’s equity		$	40,154,792		$	38,573,865			$	32,866,015

 

 

 

 

RISK FACTORS

 

Investing in our common shares involves a high degree of risk. You should carefully consider each of the following risks, together with all other information set forth in this prospectus, including the consolidated financial statements and the related notes, before making a decision to buy our common shares. If any of the following risks actually occurs, our business could be harmed. In that case, the trading price of our common shares could decline, and you may lose all or part of your investment.

Risks Related to Our Financial Condition

We have a limited operating history on which to base an evaluation of our business and prospects.

We are an exploration stage company and have no history of revenue producing operations, mining or refining mineral products. We are subject to many risks common to such enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. There is no assurance that we will be successful in achieving a return on an investment for investors in the common shares and our likelihood of success must be considered in light of our early stage of operations.

 

There can be no assurance that the Rainbow Block or any other property will be successfully placed into production, produce minerals in commercial quantities or otherwise generate operating earnings. Advancing projects from the exploration stage into development and commercial production requires significant capital and time and will be subject to the successful completion of further technical studies, acquiring required surface rights, permitting requirements and the construction of mines, processing plants, roads and related works and infrastructure. We will continue to incur losses until mining-related operations successfully reach commercial production levels and generate sufficient revenue to fund continuing operations.

 

We have no operating cash flow, a history of losses and there can be no assurance we will ever achieve profitability.

We have no operating cash flow and a history of losses, and we anticipate having no operating cash flow until one of our contemplated projects comes into production, which may or may not occur. For the financial year ended December 31, 2024, we had a negative operating cash flow of $2,636,429. We have no source of operating cash flow and there can be no assurance that we will ever achieve revenue or profitability. Accordingly, we are dependent on third party financing to continue exploration activities on our properties, maintain capacity and satisfy contractual obligations. The amount and timing of expenditures will depend on a number of factors, including in material part the progress of ongoing exploration, acquisition of necessary surface rights, the results of consultants’ analyses and recommendations, the entering into of any strategic partnerships and the acquisition of additional property interests. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of our properties or require us to sell one or more of our properties. These conditions, including other factors described herein, create a material uncertainty regarding our ability to continue as a going concern.

 

We will require significant additional capital to fund our business plan.

We plan to focus on exploring for minerals and will use our working capital to carry out such exploration. We have no source of operating cash flow and no assurance that acceptable additional funding will be available to us for the further exploration and development of our projects. It is likely that the development and exploration of our properties will require substantial additional financing after the completion of this initial public offering. Further exploration and development of the Rainbow Block and/or other properties, including property interests acquired by us in the future, may be dependent upon the ability to obtain acceptable financing through equity or debt, and there can be no assurance that it will be able to obtain adequate financing in the future or that the terms of such financing will be acceptable. Failure to obtain such additional financing could result in the delay or indefinite postponement of further exploration and development of our projects and we may become unable to carry out our business objectives.

Increased costs could affect our financial condition.

We anticipate that costs at our projects and properties that we may explore or develop, will frequently be subject to variation from one year to the next due to a number of factors, such as changing grade, metallurgy and revisions to mine plans, if any, in response to the geometries and locations of Mineral Resources. In addition, costs are affected by the price of commodities such as fuel, steel, rubber, and electricity. Such commodities are at times subject to volatile price movements, including increases that could make production at certain locations less profitable. A material increase in costs at any significant location could have a significant effect on our profitability.  

Risks Related to our Company

Our reliance on a single material property presents development risks that could adversely affect our financial condition.

The Rainbow Block is our only material property currently being assessed for exploration and, if warranted, development. As a result, unless we acquire additional property interests or seek to assess and develop our other properties, any adverse developments affecting this property would have a material adverse effect upon us and would materially affect our potential mineral production, profitability, financial performance and results of operations. While we may seek to develop our other mining claims or acquire additional mineral properties in accordance with our business objectives, there can be no assurance that we will be able to identify suitable additional mineral properties or, if we do identify suitable properties, that we will have sufficient financial resources to acquire such properties or that such properties will be available on terms acceptable to us, or at all, or that we will be able to successfully develop such properties and bring such properties into commercial production.

There can be no assurance that we will:

●

Identify additional properties or assess and develop our other properties with suitable mineralization or development potential;

 

●

Secure sufficient financial resources to acquire or develop such properties;

 

●

Successfully negotiate acquisition terms acceptable to our business needs; or

 

●

Successfully develop any such properties and bring them into commercial production.

 

Investors should carefully consider the risks associated with our current reliance on a single material property when evaluating an investment in us.

We have no history of mineral production and there can be no guarantee we will achieve mineral production.

We have no history of commercial mineral production from the Rainbow Block. Our company has not yet demonstrated the ability to develop a mineral property through to commercial production.

The Rainbow Block represents an exploration-stage venture with inherent uncertainties and risks. Though we have identified an Inferred Mineral Resource on the property, this resource cannot be considered a Mineral Reserve under current regulatory standards as economic viability has not yet been demonstrated through appropriate engineering and economic studies. No Measured or Indicated Mineral Resources have been established to date. Quantities and/or grade described in this prospectus should not be interpreted as assurances of a potential resource or reserve, or of potential future mine life or of the profitability of future operations.

Our ability to achieve commercial production is subject to numerous risks and uncertainties, including:

●

The possibility that our exploration programs may not identify commercially viable mineralization

●

Technical challenges in designing and constructing efficient mining and processing facilities

 

●

Obtaining necessary permits and regulatory approvals

 

●

Securing adequate financing for development and operational costs

 

●

Fluctuations in commodity prices that could affect project economics

 

●

Metallurgical, processing, and recovery challenges that could impact profitability

 

●

Environmental, social, and infrastructure considerations that could delay or modify development plans

There is no assurance that our planned expenditures on exploration and development will result in the discovery of mineral deposits that can be economically extracted. Even where significant mineralization is identified, numerous technical and economic factors must be resolved before any property can be brought to the production stage. The exploration and development of mineral deposits involves a high degree of financial risk over a significant period of time. Few properties that are explored are ultimately developed into producing mines and there is no assurance that any of our contemplated projects can be mined profitably. Substantial expenditures are required to establish mineral resources and reserves through drilling, to develop metallurgical processes to extract the metal from the ore and in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. The path from exploration to commercial production involves multiple complex stages, each with its own challenges and capital requirements.

Investors should understand that mineral exploration and development is a highly speculative business with a high risk of failure to achieve commercial production, even following the identification of mineral resources. No assurance can be given that any particular level of recovery of minerals will be realized or that any potential quantities and/or grade will ever qualify as a mineral resource or reserve, or that any such mineral resource or reserve will ever qualify as a commercially mineable (or viable) deposit which can be legally and economically exploited.

Where expenditures on a property have not led to the discovery of mineral resources or reserves, incurred expenditures will generally not be recoverable.

Our properties are in the exploration stage and there can be no assurance that our mineral properties will result in reserves.

We have not established that our properties contain any Mineral Reserve according to recognized reserve guidelines, nor can there be any assurance that we will be able to do so. A Mineral Reserve is defined by the SEC in Regulation S-K 1300 as that part of a mineral deposit, which could be economically and legally extracted or produced at the time of the reserve determination. The probability of an individual prospect ever having a “reserve” that meets the requirements of Regulation S-K 1300 is extremely remote; in all probability our mineral properties do not contain any “reserves” and any funds that we spend on exploration could be lost. Even if we do eventually discover a Mineral Reserve on our properties, there can be no assurance that it can be developed into producing mines or that we will be able to extract those minerals. Both mineral exploration and development involve a high degree of risk and few mineral properties which are explored are ultimately developed into producing mines.

The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the mineral deposit to infrastructure such as a smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral deposit unprofitable.

We cannot be assured that the Rainbow Block is feasible.

Our future profitability depends largely on the economic feasibility of the projects. We do not have a feasibility study on the Rainbow Block. Before we can make a development and production decision or arrange financing for development and production, if warranted, at the Rainbow Block, we will have to complete a feasibility study that meets the requirements of S-K 1300. The results of any feasibility study may not be as favorable as the results of any prior studies or management assumptions prior to such study. There can be no assurance that mining processes and results including potential production rates, revenue, capital and operating costs including taxes and royalties will not vary unfavorably from the estimates and assumptions included in any such feasibility study.

The development and exploration plans and costs associated with the Rainbow Block may differ from the estimates in the S-K 1300 Report.

The S-K 1300 Report contains estimates of future production, development plans, operating and capital costs, financial returns and other economic and technical estimates relating to the Rainbow Block. These estimates are based on a variety of factors and assumptions, and there can be no assurance that such production, plans, costs or other estimates will be achieved. Actual costs and financial returns may vary significantly from the estimates in the S-K 1300 Report depending on a variety of factors, many of which are not within our control, including, but not limited to: actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; the price of silver, zinc, gold, lead, and copper, short-term operating revisions to mine plans; equipment failures; industrial accidents; natural phenomena; encountering unusual or unexpected geological conditions; changes in power costs and potential power shortages; exchange rate and commodity price fluctuations; shortages of principal supplies needed for development and operations; labor shortages or strikes; high rates of inflation; civil disobedience, protests and acts of civil unrest or terrorism, applicable taxes and restrictions or regulations imposed by governmental or regulatory authorities or other changes in the regulatory environments. Failure to achieve estimates or material increases in costs could have a material adverse impact on our future cash flows, profitability, results of operations and financial condition.

We do not currently insure against all the risks and hazards of mineral exploration, development and mining operations. 

Our business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment, natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to our properties or the properties of others, delays in the ability to undertake exploration, monetary losses and possible legal liability. 

Although we may maintain insurance to protect against certain risks in such amounts as considered to be reasonable, our insurance will not cover all the potential risks associated with our operations. We may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to us or to other companies in the mining industry on acceptable terms. We might also become subject to liability for pollution or other hazards which it may not be insured against or which we may elect not to insure against because of premium costs or other reasons. Losses from these events may cause us to incur significant costs that could have a material adverse effect upon our financial performance and results of operations.

We may enter into joint ventures and partnerships which will expose us to risks related to third-party performance under these agreements.

We may in the future enter into partnerships, option agreements and/or joint ventures as a means of acquiring additional property interests or to fully exploit the exploration and production potential of our assets. The failure of any partner to meet its obligations to us or other third parties, or any disputes with respect to third parties’ respective rights and obligations, could have a material adverse effect on our rights under such agreements. We may also be unable to exert direct influence over strategic decisions made in respect of properties that are subject to the terms of these agreements, which may have a materially adverse impact on the strategic value of the underlying mineral claims. Furthermore, in the event we are unable to meet our obligations or share of costs incurred under agreements to which we are a party, we may have our property interests subject to such agreements reduced as a result or face the termination of such agreements.

We are subject to risks regarding completing and integrating acquisitions that could adversely affect our business.

From time to time, it can be expected that we will examine opportunities to acquire additional exploration and/or mining assets and businesses. Any acquisition that we may choose to complete may be of a significant size, will require significant attention by our management, may change the scale of our business and operations, and may expose us to new geographic, political, operating, financial and geological risks. Our success in its acquisition activities depends upon our ability to identify suitable acquisition candidates, negotiate acceptable terms for any such acquisition, and integrate the acquired operations successfully. Any acquisitions would be accompanied by risks. In the event that we choose to raise debt capital to finance any such acquisitions, our leverage will be increased. If we choose to use equity as consideration for such acquisitions, existing shareholders may suffer dilution. Alternatively, we may choose to finance any such acquisitions with its existing resources, which would result in the depletion of such resources. There can be no assurance that we would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions, that we would be able to successfully integrate the acquired business into our pre-existing business or that any such acquisition would not have a material and adverse effect on us.

We are reliant on certain key personnel, the loss of which could have a negative impact on our operations. 

Our development will depend on the efforts of key management and other key personnel, including C. Travis Naugle, our CEO and Chairman and Wade Black, our Chief Financial Officer. Loss of any of these people, particularly to competitors, could have a material adverse effect on our business. Further, with respect to the future development of our projects, it may become necessary to attract both international and local personnel for such development. The marketplace for key skilled personnel in our industry is becoming more competitive, which means the cost of hiring, training and retaining such personnel may increase. Factors outside our control, including competition for human capital and the high level of technical expertise and experience required to execute this development, will affect our ability to employ the specific personnel required, primarily personnel with specifing mining experience and skills including deep vein mining expertise and heavy equipment operators. Since we are in the exploration stage in relation to our properties and don’t have a detailed mine plan at this time, we do not know which areas of expertise we will need and what the labor market in those areas will be by the time we are making a production determination. Due to our relatively small size, the failure to retain or attract a sufficient number of key skilled personnel could have a material adverse effect on our business, results of future operations and financial condition. Moreover, we do not intend to take out ‘key person’ insurance in respect of any directors, officers or other employees.

Certain of our directors and officers may have conflicts of interest due to affiliations with other companies involved in natural resource exploration.

Certain of our directors and officers also serve as directors and/or officers of other companies involved in natural resource exploration and development and consequently there exists the possibility for such directors and officers to be in a position of conflict. Any decision made by any of such directors and officers involving our business must be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of our business and shareholders.

Our business and our ability to develop our properties is strongly affected by the world market price of silver, zinc, gold and lead.

Our business is strongly affected by the world market price of silver, zinc, gold and lead. Global commodity prices fluctuate widely and are affected by numerous factors beyond our control, including global demand and production levels; political and economic conditions; producer hedging activities; speculative activities; inflation; interest rates; central bank lending, sales and purchases of silver, zinc, gold and lead; the strength of, and confidence in, the U.S. dollar, the currency in which the price of silver, zinc, gold and lead is generally quoted; and currency exchange rates.

The price of metals has fluctuated widely in recent years, and any future sustained commodity price declines could cause continued development of, and commercial production from, our projects to be uneconomic. Depending on the price of commodities, our cash flow from any mining operations may be insufficient to meet our operating needs and capital expenditures, and as a result we could experience losses and/or may curtail or suspend some or all of our exploration, development, construction and mining activities or otherwise revise our mine plans, and exploration, development and construction plans, and could lose our interest in, or be forced to sell, some or all of our properties. Further, if forced to use significantly lower commodity prices for mineral resource calculations for the Rainbow Block life-of-mine could result in material write-downs in our mining properties and increased amortization, reclamation and closure charges.

 

In addition to adversely affecting our mineral reserve estimates and our financial condition, declining commodity prices could impact operations by requiring a reassessment of the feasibility of our projects, including Rainbow Block. Such a reassessment may be the result of a management decision or may be required under financing or transactions related to a particular project. Even if such project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.

 

There are significant uncertainties regarding the price of silver and other commodities and the availability of equity financing for the purposes of mineral exploration and development and these economic trends may limit our ability to develop and/or further explore mineral properties.

 

There are significant uncertainties regarding the price of silver and the availability of equity financing for the purposes of mineral exploration and development. Our future performance will be largely tied to the operation of Rainbow Block, the development of Rainbow Block, and the commodity and financial markets. Financial markets were volatile throughout 2024 and 2025, and may continue to be volatile, reflecting ongoing concerns about the stability of the global economy and global growth prospects. These economic trends may limit our ability to develop and/or further explore the mineral properties in which we currently, or may in the future, hold an interest. If these increased levels of volatility and market uncertainty continue, our operations and the price of our common shares could be adversely impacted.

 

When required, we may not be able to certify that our internal control over financial reporting is effective, which may negatively impact the market price of our common shares.

 

Internal controls over financial reporting are procedures designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported. A control system, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation. Though we intend to put into place a system of internal controls appropriate for its size, and reflective of its level of operations, there are limited internal controls currently in place. We have a very limited history of operations and have not made any assessment as to the effectiveness of its internal controls. If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of the common shares could be negatively affected. We also could become subject to investigations by the stock exchange on which the securities are listed, the SEC, or other regulatory authorities, which could require additional financial and management resources.

We are dependent upon information technology systems, which are subject to disruption, damage, failure and risks associated with implementation and integration.

 

We are dependent upon information technology systems in the conduct of our operations. Our information technology systems are subject to disruption, damage or failure from a variety of sources, including, without limitation, computer viruses, security breaches, cyber-attacks, natural disasters and defects in design. Cybersecurity threats, in particular, are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information and the corruption of data. Various measures have been implemented to manage our risks related to information technology systems and network disruptions. However, given the unpredictability of the timing, nature and scope of information technology disruptions, we could potentially be subject to operational delays, the compromising of confidential or otherwise protected information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems and networks or financial losses from remedial actions, any of which could have a material adverse effect on our cash flows, competitive position, financial condition or results of operations.

 

Our use of artificial intelligence technology to review and prioritize our exploration plans based on our extensive database of historical drilling and exploration results from the Anaconda Copper Company exposes us to certain risks related to use of artificial intelligence that could adversely effect our results of operations.

 

We utilize proprietary artificial intelligence technology to assist us in our review of our extensive database of historical drilling and exploration results on our properties and to help determine our exploration priorities and plans on our properties. Our use of this artificial intelligence technology could expose us to certain risks related to the technology, including potential reputational or competitive harm, legal liability, and other adverse effects on our business.  We use and expect to increase the use of artificial intelligence in our exploration and planning. These artificial intelligence -related initiatives, whether successful or not, could cause us to incur substantial costs and could result in delays in our exploration planning. Additionally, artificial intelligence algorithms may be flawed and datasets underlying artificial intelligence algorithms may be insufficient or contain inaccurate information. If the artificial intelligence tools integrated into our exploration planning operations produce analyses or recommendations that are or are alleged to be deficient, inaccurate, or flawed, our reputation, business, financial condition, and results of operations may be adversely affected.

 

Risks Related to the Mining Industry

 

Mining operations generally involve a high degree of risk and there is no certainty that the expenditures to be made by us towards the exploration and evaluation of silver or other minerals will result in discoveries or production of commercial quantities of silver or other minerals.

 

Mining operations generally involve a high degree of risk. Our operations are subject to all the hazards and risks normally encountered in the exploration, development and production of silver and other minerals, including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. The financing, exploration, development and mining of any of our properties is furthermore subject to a number of macroeconomic, legal and social factors, including commodity prices, laws and regulations, political conditions, currency fluctuations, the ability to hire and retain qualified people, the inability to obtain suitable adequate machinery, equipment or labor and obtaining necessary services in jurisdictions in which we operate. Unfavorable changes to these and other factors have the potential to negatively affect our operations and business.

 

Major expenses may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect our operations, financial condition and results of operations. It is impossible to ensure that the exploration or development programs planned by us will result in a profitable commercial mining operation. Whether a silver or other precious or base metal or mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as quantity and quality of mineralization and proximity to infrastructure; mineral prices which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital.

 

There is no certainty that the expenditures to be made by us towards the exploration and evaluation of silver or other minerals will result in discoveries or production of commercial quantities of silver or other minerals. In addition, once in production, mineral reserves are finite and there can be no assurance that we will be able to locate additional reserves as our existing reserves are depleted.

 

Our business is subject to a number of risks and such occurrences may result in damage to mineral properties or production facilities. Equipment failures, natural disasters including severe weather, terrorist acts, acts of war, cyber-attacks or other breaches of network systems or security that affect computer systems within our network could lead to disruptions in our business functions.

 

Equipment failures, natural disasters including severe weather, terrorist acts, acts of war, cyber-attacks or other breaches of network systems or security that affect computer systems within our network could disrupt our business functions, including the Company’s exploration and any future production activities. We face exposure to natural disasters and severe weather events, including extreme winter conditions, heavy snowfall, ice storms, flooding from rapid snowmelt, wildfires, and severe thunderstorms, any of which could result in prolonged operational shutdowns, damage to critical infrastructure, restricted access to our properties, and significant remediation costs. The mining industry has become increasingly dependent on digital technologies. We rely on digital technologies to conduct certain exploration and other activities. The mining industry faces various security threats, including cyber-security threats. Such attacks are increasing and include malicious software, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions to critical systems, unauthorized release of confidential information and corruption of data. A cyber-attack could negatively impact our operations. A corruption of our financial or operational data or an operational disruption could, among other potential impacts, result in: (i) distraction of management; (ii) damage to our reputation or our relationship with customers, vendors employees and joint venture partners; or (iii) events of noncompliance, which events could lead to regulatory fines or penalties. Any of the foregoing could have a material adverse impact on our reputation, results of operations and financial condition.

 

Additionally, our business is subject to a number of risks and hazards generally, including adverse environmental conditions or contamination, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment, natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to our properties or the properties of others, delays in the ability to undertake exploration, monetary losses and possible legal liability.

 

Title on mineral properties and mining rights involves certain inherent risks due to uncertainties as to title matters, the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyance history of many mining properties.

 

There are uncertainties as to title matters in the mining industry. Any defects in title could cause us to lose rights in our mineral properties and jeopardize our business operations. Our current title opinion related to the Rainbow Block is limited in scope and does not go back to patent and as a result some titles may be defective.

 

We will not maintain insurance insuring that we have good, marketable title to our assets. Title to mineral properties and mining rights involves certain inherent risks due to the difficulties and determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyance history of many mining properties. We have, with the assistance of legal counsel, diligently investigated title to our mineral claims to varying degrees depending on the stage of the property and the status of the property within our overall business plan, with the Rainbow Block receiving the most review to date; however, this should not be construed as a guarantee of title. We will continue to diligently investigate and seek to confirm title to mineral concessions which we hold either directly or through equity holding interests in our subsidiaries. We cannot give any assurance that title to properties we acquired individually or through historical share acquisitions will not be impugned and cannot guarantee that we have, will or will acquire good, marketable title to these mining properties. We currently have limited surface rights at the Rainbow Block Property. We also may not have, or may not be able to obtain, all necessary surface rights to develop a property, including the Rainbow Block Property, or to utilize the surface of a property to extract, store, process or transport minerals. Furthermore, we may lack legal or commercially viable access to and from our properties. Such lack of access may preclude or make more costly our ability to utilize our mineral rights. Failure by us to retain title, the necessary access rights to our properties or the necessary surface rights to our properties could have a material adverse effect on our ability to explore and, if warranted, develop and mine our properties, including the Rainbow Block, which could negatively impact the Company and the value of the common shares.

 

Third parties also may hold easements, access rights, royalty rights, or other encumbrances on our properties that could pose obstacles to mineral development. Our title reviews do not always review these matters and the current title opinion on the Rainbow Block excludes analysis with respect to surface ownership, easements, rights-of-way, physical encumbrances or encroachments impacting surface rights of the property.

 

There are risks that title to our properties may be challenged or impugned. All of our properties are located in Montana and may be subject to prior unrecorded agreements, covenants or agreements that may affect our ability to utilize our properties or make more costly our use of our properties. Title to our properties might also be affected by recorded or unrecorded transfers or native land claims. Title to our properties may also be affected by undetected defects. There may be valid challenges to the title of such properties which, if successful, could impair or preclude development and/or operations.

 

The title to our mineral property interests may be challenged.

 

There may be challenges to title to the mineral properties in which we hold a material interest. If there are title defects with respect to any properties, we might be required to compensate other persons or perhaps reduce our interest in the affected property. Furthermore, in any such case, the investigation and resolution of these issues would divert our management’s time from ongoing exploration and development programs.

 

Natural resource properties are largely contractual in nature and there may be instances where we would be forced to take legal action to enforce our contractual rights.

 

Parties to contracts do not always honor contractual terms and contracts themselves may be subject to interpretation or technical defects. Accordingly, there may be instances where we would be forced to take legal action to enforce our contractual rights. At the Rainbow Block, this would include our leases Such litigation may be time-consuming and costly and there is no guarantee of success. Any pending proceedings or actions or any decisions determined adversely to us, may have a material and adverse effect on our results of operations, financial condition and the trading price of the common shares.

 

The estimation of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues.

 

Mineral resource estimates will be based upon estimates made by our personnel and independent geologists. These estimates are inherently subject to uncertainty and are based on geological interpretations and inferences drawn from drilling results and sampling analyses and may require revisions based on further exploration or development work. The estimation of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues. Inferred resources are resources for which there has been insufficient exploration to define as an indicated or measured mineral resource and it is uncertain if further exploration will result in upgrading them to an indicated or measured mineral resource category.

 

The grade of mineralization which may ultimately be mined may differ from that indicated by drilling results and such differences could be material. The quantity and resulting valuation of mineral reserves and mineral resources may also vary depending on, among other things, mineral prices (which may render mineral reserves and mineral resources uneconomic), cut-off grades applied and estimates of future operating costs (which may be inaccurate). Production can be affected by such factors as permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. Any material change in quantity of mineral resources, mineral reserves, grade, or stripping ratio may also affect the economic viability of any project undertaken by us. In addition, there can be no assurance that mineral recoveries in small scale, and/or pilot laboratory tests will be duplicated in a larger scale test under on-site conditions or during production.

 

There is no certainty that any of the mineral resources identified on any of our properties will be realized, that any mineral resources will ever be upgraded to mineral reserves, that any anticipated level of recovery of minerals will in fact be realized, or that an identified mineral reserve or mineral resource will ever qualify as a commercially mineable (or viable) deposit which can be legally and economically exploited. Until a deposit is actually mined and processed, the quantity of mineral resources and mineral reserves and grades must be considered as estimates only.

 

Our operations rely on adequate infrastructure and without reliable infrastructure, our capital and operating costs may be affected.

 

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect our operations, financial condition and results of operations.

Geological conditions could lead delays, increased costs, and quality issues, which could adversely affect results of our operations.

Our operations involve complex processes, which are affected by the mineralogy of the mineral deposits and structural geologic conditions and are subject to related risks. For example, unexpected geological conditions could lead to significant water inflows and flooding at any of our underground exploration sites, which could result in a ceasing exploration activities, serious injuries, loss of life, increased operational costs, delays, damage to our mineral deposits and equipment damage. Underground mining exploration also poses the potential risk of mine collapse or ceiling collapse because of the mine geology and the rate and volume of extracted materials, among other potential causes. Any of these occurences could increase costs and cause delays which could adversely affect our results of operations.

 

We do not have water rights at the Rainbow Block and as a result, we may not have water available in sufficient quantities to meet our future development and production needs.

 

We do not currently own any water rights at the Rainbow Block. All historic water rights were either abandoned or deeded to third parties. As such, water may not be available in sufficient quantities to meet our future development or production needs and may not prove sufficient to meet our water supply needs. In addition, necessary water rights may not be granted and/or maintained. Water needed for exploration activities is available for purchase from Butte-Silver Bow Water Utility Division at an existing onsite hydrant. A reduction in our water supply could materially and adversely affect our business, results of operations and financial condition. We have not yet obtained the water rights to support some of our potential development activities and our inability to obtain those rights could prevent us from pursuing those activities.

 

Our mineral resources described in our most recent S-K 1300 compliant Inferred Mineral Resource Report are only estimates and no assurance can be given that the anticipated tonnages and grades will be achieved, or that the indicated level of recovery will be realized.

 

We intend to continue exploration on our properties, and we may or may not acquire additional interests in other mineral properties. The search for mineral deposits as a business is extremely risky. We can provide investors with no assurance that exploration on our current properties, or any other property that we may acquire, will establish that any commercially exploitable quantities of mineral deposits exist. Additional potential problems may prevent us from discovering any mineral deposits. These potential problems include unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. If we are unable to establish the presence of viable mineral deposits on our properties, our ability to fund future exploration activities will be impeded, we will not be able to operate profitably, and investors may lose all their investment in our company.

 

We disclose mineral resources and mineral reserves in accordance with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects, or “NI 43-101”, and, in connection with the preparation of this prospectus and following the completion of this offering, are and will be subject to analogous disclosure requirements under S-K 1300 rules, which may result in increased compliance costs.

We have adopted the mining disclosure standards of S-K 1300. We comply with Canadian reporting requirements, and, while the S-K 1300 rules are similar to the NI 43-101 rules in Canada, they are not identical. In connection with the Rainbow Block, we have prepared two separate reports under each reporting regime that are materially similar. Any revisions to, or interpretations of, S-K 1300 or NI 43- 101 could result in us incurring additional costs associated with compliance with those disclosure obligations, both in the U.S. and in Canada.

 

Risks Related to Government Regulation and Disputes

 

Our operations are subject to various health and safety laws and regulations and the costs associated with the compliance with such health and safety laws and regulations may be substantial.

 

Our operations are subject to various health and safety laws and regulations that impose various duties on our operations relating to, among other things, worker safety and obligations in respect of surrounding communities. These laws and regulations also grant the relevant authorities broad powers to, among other things, close unsafe operations and order corrective action relating to health and safety matters. The costs associated with compliance with such health and safety laws and regulations may be substantial and any amendments to such laws and regulations, or more stringent implementation thereof, could cause additional expenditure or impose restrictions on, or suspensions of, our operations. We expect to make significant expenditure to comply with the extensive laws and regulations governing the protection of the environment, waste disposal, worker safety, mine development and protection of endangered and other special status species, and, to the extent reasonably practicable, to create social and economic benefit in the surrounding communities near our mineral properties.

 

The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of operations.

 

When we commence development and mining operations, our operations will become subject to extensive federal, state and local laws and regulations governing environmental protection and employee health and safety. Environmental legislation is evolving in a manner that is creating stricter standards, while enforcement, fines and penalties for non-compliance are also increasingly stringent. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of operations. Further, any failure by us to comply fully with all applicable laws and regulations could have significant adverse effects on us, including the suspension or cessation of operations. All phases of our operations in Montana will be subject to extensive federal and state environmental regulation, including:

 

The Comprehensive Environmental, Response, Compensation, and Liability Act (“CERCLA”); 

The Federal Resource Conservation and Recovery Act (“RCRA”); 

The Clean Air Act (“CAA”); 

The National Environmental Policy Act (“NEPA”); 

The Clean Water Act (“CWA”); 

The Safe Drinking Water Act (“SDWA”); 

The Endangered Species Act (“ESA”);

The Mine Safety and Health Act (“MSHA”);

The National Historic Preservation Act (“NHPA”);

The Montana Comprehensive Environmental Cleanup and Responsibility Act (“CECRA”);

The Montana Metal Mine Reclamation Act (“MMRA”);

The Montana Environmental Policy Act (“MEPA”);

The Montana Water Quality Act (“MWQA”);

The Clean Air Act of Montana (“CAAM”); and

Worker Compensation Laws.

 

U.S. Federal Laws: The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (“CERCLA”), and comparable state statutes, impose strict, joint and several liabilities on current and former owners and operators of sites and on persons who disposed of or arranged for the disposal of hazardous substances found at such sites. It is not uncommon for the government to file claims requiring cleanup actions, demands for reimbursement for government-incurred cleanup costs, or natural resource damages, or for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances released into the environment. The RCRA, and comparable state statutes, govern the disposal of solid waste and hazardous waste and authorize the imposition of substantial fines and penalties for noncompliance, as well as requirements for corrective actions. CERCLA, RCRA and comparable state statutes can impose liability for clean-up of sites and disposal of substances found on exploration, mining and processing sites long after activities on such sites have been completed.

The CAA, as amended, restricts the emission of air pollutants from many sources, including mining and processing activities. Our mining operations may produce air emissions, including fugitive dust and other air pollutants from stationary equipment, storage facilities and the use of mobile sources such as trucks and heavy construction equipment, which are subject to review, monitoring and/or control requirements under the Clean Air Act and state air quality laws. New facilities may be required to obtain permits before work can begin, and existing facilities may be required to incur capital costs in order to remain in compliance. In addition, permitting rules may impose limitations on our production levels or result in additional capital expenditures in order to comply with the rules.

 

The National Environmental Policy Act (NEPA) requires federal agencies to integrate environmental considerations into their decision-making processes by evaluating the environmental impacts of their proposed actions, including issuance of permits to mining facilities, and assessing alternatives to those actions. If a proposed action could significantly affect the environment, the agency must prepare a detailed statement known as an EIS. The EPA, other federal agencies, and any interested third parties will review and comment on the scoping of the EIS and the adequacy of and findings set forth in the Draft and Final EIS. This process can cause delays in issuance of required permits or result in changes to a project to mitigate our potential environmental impacts, which can in turn impact the economic feasibility of a proposed project.

 

CWA, and comparable state statutes, impose restrictions and controls on the discharge of pollutants into waters of the United States. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. The CWA regulates storm water from mining facilities and requires a storm water discharge permit for certain activities. Such a permit requires the regulated facility to monitor and sample storm water run-off from our operations. The CWA and regulations implemented thereunder also prohibit discharges of dredged and fill materials in wetlands and other waters of the United States unless authorized by an appropriately issued permit. The CWA and comparable state statutes such as CECRA provide for civil, criminal and administrative penalties for unauthorized discharges of pollutants and impose liability on parties responsible for those discharges for the costs of cleaning up any environmental damage caused by the release and for natural resource damages resulting from the release.

 

SDWA and the UIC program promulgated thereunder, regulate the drilling and operation of subsurface injection wells. The EPA directly administers the UIC program in some states and in others the responsibility for the program has been delegated to the state. The program requires that a permit be obtained before drilling a disposal or injection well. Violation of these regulations and/or contamination of groundwater by mining related activities may result in fines, penalties, and remediation costs, among other sanctions and liabilities under the SDWA and state laws. In addition, third party claims may be filed by landowners and other parties claiming damages for alternative water supplies, property damages, and bodily injury.

 

The ESA and comparable state statutes regulate activities that could have an adverse effect on threatened and endangered species, including the habitat and ecosystems upon which they depend. Compliance with ESA requirements can significantly delay, limit, or even prevent the development of projects, including the development of mining claims, and can also result in increased development costs. In addition, the ESA authorizes both civil and criminal penalties for ESA violations and authorizes citizen suits against any person alleged to be in violation of the ESA.

The NHPA protects the presence of historical or archaeological sites on public lands as important public resources. It obliges federal land management agencies to preserve the historic, scientific, commemorative, and cultural values of the archaeological and historic sites and structures on these lands for present and future generations. The law requires that cultural resource surveys be completed on all land prior to disturbance by project activities. Where cultural resources are identified, such resources must be catalogued, and the data adequately recorded by qualified personnel prior to land disturbance. Significant cultural resource finds may require complete avoidance or systematic data recovery and relocation programs.

 

MSHA works to prevent death, illness, and injury from mining and promote safe and healthful workplaces for U.S. miners. MSHA carries out the provisions of the Federal Mine Safety and Health Act of 1977 (Mine Act) as amended by the Mine Improvement and New Emergency Response (MINER) Act of 2006. The agency develops and enforces safety and health rules for all U.S. mines regardless of size, number of employees, commodity mined, or method of extraction. MSHA also provides technical, educational and other types of assistance to mine operators. MSHA works cooperatively with industry, labor, and other federal and state agencies to improve safety and health conditions for all miners in the United States. Violation of MSHA regulations may result in fines and other penalties.

 

State Laws: CECRA is Montana’s state-level, independent CERCLA-type statute, which authorizes the State of Montana to impose strict, joint and several liabilities on current and former owners and operators of sites and on persons who disposed of or arranged for the disposal of hazardous substances found at such sites. 

 

MMRA is similar to CERCLA in principle, but focuses principally on the cleanup and reclamation of mining properties and unlawful discharges from mining operations. CERCLA is jointly administered and enforced by the Environmental Protection Agency and the DEQ. MMRA is administered and enforced by the DEQ.

MEPA is similar to NEPA and is administered by the DEQ.

MWQA imposes similar limitations on discharges into state waters and is administered by the DEQ.

CAAM imposes limitations and permitting requirements similar to those of the Clean Air Act. Hazardous materials are defined in both acts and in their enabling regulations to include various metals.

 

There is no assurance that future changes in environmental regulation, if any, will not adversely affect our operations. Environmental hazards may exist on the properties on which we hold interests which are unknown to us at present and which have been caused by previous or existing owners or operators of the properties.

 

We cannot give any assurances that breaches of environmental laws (whether inadvertent or not) or environmental pollution will not materially and adversely affect our financial condition. There is no assurance that any future changes to environmental regulation, if any, will not adversely affect us.

 

We may incur significant environmental remediation obligations related to the Butte Priority Soils Operable Unit and Westside Soils Operable Unit which could materially impact our financial condition, results of operations, and cash flows.

Our Rainbow Block property and other properties, located within the Butte Superfund Site in Silver Bow County, Montana, is subject to environmental remediation obligations under the Butte Priority Soils Operable Unit and Westside Soils Operable Unit, pursuant to CERCLA. Based on current assessments and historical agreements, we estimate a remediation obligation of approximately $2,500,000 for the Rainbow Block to address contamination from historical mining activities within the Butte Priority Soils Operable Unit, inclusive of costs under the ARCO Indemnification Agreement (as defined below). Additionally, our other properties in Silver Bow County, including the Marget Ann Block, Goldsmith Block, Travona Block, and Emma Block, and a small portion of the Rainbow Block surface rights that are in the Westside Soils Operable Unit may require further remediation estimated at approximately $3,900,000 or greater, subject to future Records of Decision (RODs) by the EPA.

These estimated costs are based on existing data, regulatory requirements, and agreements, such as the Agreement dated July 27, 2004 among our subsidiary, Ferry Lane Limited, Arco Environmental Remediation, LLC (“ARCO”), and Atlantic Richfield Company (see Exhibit 10.6) (the “ARCO Indemnification Agreement”). However, actual costs could be significantly higher due to:

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Regulatory Changes: The EPA or DEQ may impose stricter standards or additional remediation requirements, particularly as new RODs are issued for the Butte Priority Soils Operable Unit, Westside Soils Operable Unit, or other areas.

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Unforeseen Contamination: Further exploration or development may reveal additional contamination, increasing costs.

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Inflation and Delays: Rising remediation costs or extended timelines could exceed current estimates.

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Liability Disputes: Negotiations or legal challenges with prior owners, third parties including but not limited to other Potentially Responsible Parties identified by EPA under CERCLA, or other regulatory agencies including DEQ under CECRA, could shift additional responsibility to us.

●

Superfund Allocation: As part of the Butte Superfund Site, we may face joint and several liability under CERCLA and CECRA, potentially requiring us to cover costs beyond our proportional share.

Funding these obligations could require substantial capital expenditures, diverting resources from our core exploration and development activities. As an exploration-stage company with no operating revenues, we may lack sufficient liquidity, insurance, or indemnities to cover these costs without raising additional capital. Failure to comply with remediation requirements could result in fines, penalties, operational restrictions, or suspension of our permits, materially impacting our ability to operate. In extreme cases, these obligations could render our properties uneconomical, lead to asset impairments, or limit our ability to secure financing.

 

Land reclamation requirements for our properties may require us to post bonds or other surety to guarantee the cost of post-reclamation mining, which add significant costs to our operations and delays in our projects.

 

Although variable depending on location and the governing authority, land reclamation requirements are generally imposed on mining and exploration companies in order to minimize long term effects of land disturbance, and to re-establish pre-mining or other acceptable land uses. Reclamation may include requirements to:

 

●

control dispersion of potentially deleterious effluents;

●

treat ground and surface water to non-degradation standards; and

●

reasonably re-establish pre-disturbance landforms and vegetation.

  

 

In Montana, the DEQ requires that mining operations on lands subject to their regulation obtain an approved plan of operations subject to environmental impact evaluation. Any significant modifications to the plan of operations may require the completion of an environmental assessment or Environmental Impact Statement prior to approval. Mining companies must post a bond or other surety to guarantee the cost of post-mining reclamation. Cash collateral obligations to secure the bonds are typically required and may be increased by the Surety at any point in time up to the face value of the bond. These requirements could add significant additional cost, adversely affect our financial position and delay any mining project undertaken by us. We plan to set up a provision for our reclamation obligations on our properties, as appropriate, but this provision may not be adequate. If we are required to carry out unanticipated reclamation work, our financial position could be adversely affected. Our mineral exploration operations are required to be covered by reclamation bonds deemed adequate by regulators to cover these risks. We believe we currently maintain adequate reclamation bonds for our operations.

 

We are subject to extensive laws and regulations.

 

Mining activities are subject to extensive laws and regulations governing prospecting, development, production, exports, taxes, labor standards, occupational health and safety, water disposal, toxic substances, explosives, management of natural resources, environmental management and protection, mine safety, dealings with native groups, historic and cultural preservation and other matters. Compliance with such laws and regulations increases the costs of planning, designing, drilling, developing, construction, operating and closing mines and other facilities. Compliance with environmental regulations may require significant capital outlays on behalf of our business and may cause material changes or delays in our intended activities. Any breaches of environmental laws could materially and adversely affect us. Failure to comply with applicable laws and regulations may result in civil or criminal fines or penalties or enforcement actions, including orders issued by regulatory or judicial authorities enjoining or curtailing operations, requiring corrective measures or other remedial actions, any of which could result in our incurring significant expenditures. We may be subject to potential legal claims which, if determined adversely to us, could have a material effect on us and/or our financial condition. We may be required to compensate persons suffering loss or damage as a result of any infringement of applicable laws or regulations.

 

We may also be required to obtain certain other property rights to access, or use, certain of our properties in order to proceed with mining activities. There can be no assurance that all licenses, permits or property rights which we may require for any exploration or development of mining operations will be obtainable on reasonable terms or in a timely manner, or at all, that such terms will not be adversely changed, that required extensions will be granted, or that the issuance of such licenses, permits or property rights will not be challenged by third parties. Delays in obtaining or a failure to obtain such licenses, permits or property rights or extension thereto, challenges to the issuance of such licenses, permits or property rights, whether successful or unsuccessful, changes to the terms of such licenses, permits or property rights, or a failure to comply with the terms of any such licenses, permits or property rights that we have obtained, could have a material adverse effect on us by delaying or preventing or making more expensive exploration, development and/or production.

 

We face various regulatory risks that could materially affect our business by restricting our ability to implement planned exploration programs.

 

We submitted an amendment to our current Exploration License with the DEQ in 2025 to expand the scope of permitted exploration activities on the Rainbow Block. If the DEQ denies, significantly modifies, or delays approval of this amendment, it could materially restrict our ability to implement planned exploration programs, access critical areas of the property, or conduct necessary development activities, which would adversely affect our business strategy, financial condition, and exploration timeline.

 

We are required to conduct environmental remediation activities that could adversely affect our operations.

 

The Rainbow Block is situated within the Butte Superfund Site where ARCO, as a primary responsible party, is required to conduct environmental remediation activities under the supervision of the United States Environmental Protection Agency, Montana DEQ, and other regulatory agencies. Although these remediation activities typically occur outside our property boundaries, they could nonetheless affect our operations by: (i) imposing access restrictions to certain areas, (ii) creating delays in permitting processes, (iii) requiring additional environmental studies or mitigation measures, or (iv) limiting our operational flexibility through coordination requirements. These factors could potentially delay our exploration and development timeline, increase costs, or require modifications to our planned activities, regardless of our compliance with applicable regulations.

 

“Superfund” refers to the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (CERCLA), a federal statute administered by the U.S. Environmental Protection Agency (EPA). CERCLA provides for the investigation and remediation of sites contaminated with hazardous substances, including heavy metals commonly associated with mining activities such as zinc and silver extraction. Under CERCLA, the EPA may designate certain contaminated sites as priorities for federal cleanup, known as Superfund sites, and place them on the National Priorities List (NPL). Parties that are current or former owners or operators of a site, or that arranged for the disposal or transport of hazardous substances to a site, may be held strictly, jointly, and severally liable for the full cost of investigation and remediation, regardless of fault or legality at the time of disposal. Given the historical use of tailings, smelters, and waste rock storage in the mining industry, legacy mining properties may be subject to potential Superfund liability.

 

Environmental indemnification for a substantial portion of the Rainbow Block is governed by an agreement dated July 24, 2024 (the “ARCO Indemnification Agreement”).

 

The ARCO Indemnification Agreement establishes two primary indemnification obligations:

 

●

ARCO’s Indemnification to Ferry Lane:

 

a.

Covers ARCO’s duties and obligations for environmental response actions required by applicable laws; and

  

b.

Encompasses claims, liabilities, obligations, actions, costs, fines, penalties and associated fees.

 

●

Ferry Lane’s Indemnification to ARCO:

 

a.

Covers mining activities on Ferry Lane properties by any entity; and

 

b.

Extends to Ferry Lane’s use, ownership and development of the properties.

 

This ARCO Indemnification Agreement forms part of a comprehensive settlement addressing environmental cleanup and remediation requirements at the Silver Bow Creek/Butte Area National Priorities List (NPL) Site. The settlement was negotiated under CERCLA.

 

We are subject to anti-corruption and anti-bribery laws and liable for any violations of such laws.

 

Our operations are governed by, and involve interactions with, many levels of the United States and Canadian government. It is required to comply with anti-corruption and anti-bribery laws, including the Canadian Criminal Code, and the Canadian Corruption of Foreign Public Officials Act, as well as similar laws in the countries in which

it conducts our business. In recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties under such laws, resulting in greater scrutiny and punishment to companies convicted of violating anti-corruption and anti-bribery laws. Furthermore, a company may be found liable for violations by not only our employees, but also by our contractors and third-party agents. Although we will adopt steps to mitigate such risks, including the implementation of training programs, internal monitoring, reviews and audits, and policies to ensure compliance with such laws, such measures may not always be effective in ensuring that we, our employees, contractors or third-party agents will comply strictly with such laws. If we were subject to an enforcement action or is found to be in violation of such laws, this may result in significant penalties, fines and/or sanctions imposed on us that may result in a material adverse effect on our reputation and results of our operations.

Land reclamation requirements for the properties may be burdensome and expensive.

In order to carry out reclamation obligations imposed on us in connection with our potential development activities, we must allocate financial resources that might otherwise be spent on further exploration and development programs. We plan to set up a provision for our reclamation obligations on our properties, as appropriate, but this provision may not be adequate. If we are required to carry out unanticipated reclamation work, our financial position could be adversely affected.

Mineral ores and mineral products, including silver ore and products, contain naturally occurring impurities and toxic substances. Although we have implemented procedures that are designed to identify, isolate and safely remove or reduce such impurities and substances, such procedures require strict adherence and no assurance can be given that employees, contractors or others will not be exposed to or be affected by such impurities and toxic substances, which may subject us to liability. Standard operating procedures may not identify, isolate and safely remove or reduce such substances. Even with careful monitoring and effective control, there is still a risk that the presence of impurities or toxic substances in our products may result in such products being rejected by our customers, penalties being imposed due to such impurities or the products being barred from certain markets. Such incidents could require remedial action and could result in curtailment of operations. Legislation requiring manufacturers, importers and downstream users of chemical substances, including metals and minerals, to establish that the substances can be handled and used without negatively affecting health or the environment may impact our operations and markets. These potential compliance costs, litigation expenses, regulatory delays, remediation expenses and operational costs could negatively affect our financial results.

Climate change and climate change regulations could have an adverse impact on our cost of operations.

Climate change could have an adverse impact on our cost of operations. The potential physical impacts of climate change on our operations are highly uncertain and would be particular to the geographic circumstances in areas in which it operates. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. These changes in climate could have an impact on the cost of development of our properties and adversely affect the financial performance of our operations.

Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on our business. A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to various climate change interest groups and the potential impact of climate change. Legislation and increased regulation regarding climate change could impose significant costs on us, our venture partners and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. Any adopted future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such regulations. Given the emotion, political significance and uncertainty around the impact of climate change and how it should be dealt with, we cannot predict how legislation and regulation will affect our financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in natural resources industry could harm our reputation.

 

We may be subject to litigation which may materially affect our business.

 

We may become involved in disputes with other parties in the future which may result in litigation. The results of litigation cannot be predicted with certainty. If we are unable to resolve these disputes favorably, it may have a material adverse impact on our ability to carry out our business plan.

 

New tariffs and duties imposed by certain governments, including the United States or other trade restrictions could have significant repercussions for Canadian businesses, the broader economy, and on our results of operations.

 

In 2025, the Trump administration announced proposed changes to U.S. international trading policies, including the introduction of a new tariff system. Implementation of certain of these tariffs has since been selectively paused pending negotiations, which remain ongoing. 

 

Any broader “trade war” resulting from the imposition of tariffs could have a significant adverse effect on world trade and the world economy.

 

The imposition of trade tariffs, particularly those issued by the U.S., or other trade restrictions could have significant repercussions for Canadian and Mexican businesses, and the broader economy. Raw material costs can be impacted by governmental actions, such as tariffs and trade sanctions. For example, the imposition by the U.S. government of tariffs on products imported from certain countries and trade sanctions against certain countries have introduced greater uncertainty with respect to policies affecting trade between the U.S. and other countries and have impacted the cost of certain raw materials.

 

Additionally, increased costs of goods and services may contribute to inflation. There continues to exist significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the U.S. Overall, trade policy restrictions create financial uncertainty for companies, disrupt trade relationships, and put downward pressure on economic growth.

 

Risks Related to our Common Shares

 

There has been no public market for our common shares prior to this offering, and an active market in which investors can resell their shares of our common shares may not develop.

 

Prior to this offering, there has been no public market for our common shares. We intend to apply to list our common shares on the NYSE American under the symbol “        ”. The closing of this offering is contingent upon the successful listing of our common shares on the NYSE American.

 

Even if our common shares is approved for listing on the NYSE American, a liquid public market for our common shares may not develop. The initial public offering price for our common shares has been determined by negotiation between us and the underwriters based upon several factors, including prevailing market conditions, our historical performance, estimates of our business potential and earnings prospects, and the market valuations of similar companies. The price at which the common shares are traded after this offering may decline below the initial public offering price, meaning that you may experience a decrease in the value of your common shares regardless of our operating performance or prospects.

 

We may not be able to satisfy listing requirements of the NYSE American or obtain or maintain a listing of our common shares on the NYSE American.

 

If our common shares is listed on the NYSE American, we must meet certain financial, liquidity, share price and other criteria to maintain such listing. If we violate the NYSE American’s listing requirements, or if we fail to meet any of the other NYSE American’s listing standards, our common shares may be delisted. In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our common shares from the NYSE American may materially impair our shareholders’ ability to buy and sell our common shares and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common shares. The delisting of our common shares could significantly impair our ability to raise capital and the value of your investment.

 

Listing our common shares on a securities exchange will increase our regulatory burden.

 

Although to date we have not been subject to the continuous and timely disclosure requirements of exchange rules, regulations and policies of the NYSE American, we are working with our legal, accounting and financial advisors to identify those areas in which changes should be made to our financial management control systems to manage our obligations as a public company listed on the NYSE American. These areas include corporate governance, corporate controls, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas, including our internal controls over financial reporting. However, we cannot assure holders of our shares that these and other measures that we might take will be sufficient to allow us to satisfy our obligations as a public company listed on the NYSE American on a timely basis and that we will be able to achieve and maintain compliance with applicable listing requirements. In addition, compliance with reporting and other requirements applicable to public companies listed on the NYSE American will create additional costs for us and will require the time and attention of management. We cannot predict the amount of additional costs that we might incur, the timing of such costs or the effects that management’s attention to these matters will have on our business.

 

The market price of our common shares may fluctuate, and you could lose all or part of your investment.

 

After this offering, the market price for our common shares is likely to be volatile, in part because our shares have not been traded publicly. In addition, the market price of our common shares may fluctuate significantly in response to several factors, most of which we cannot control, including:

 

	●	the prices of silver and the other commodities we may mine;
	●	actual or anticipated variations in our periodic operating results;
	●	increases in market interest rates that lead investors of our common shares to demand a higher investment return;
	●	changes in earnings estimates;
	●	changes in market valuations of similar companies;
	●	actions or announcements by our competitors;
	●	adverse market reaction to any increased indebtedness we may incur in the future;

 

	●	additions or departures of key personnel;
	●	actions by shareholders;
	●	speculation in the media, online forums, or investment community; and
	●	our intentions and ability to list our common shares on the NYSE American and our subsequent ability to maintain such listing.

 

The public offering price of our common shares has been determined by negotiations between us and the underwriters based upon many factors and may not be indicative of prices that will prevail following the closing of this offering. Volatility in the market price of our common shares may prevent investors from being able to sell their common shares at or above the initial public offering price. As a result, you may suffer a loss on your investment.

 

You will experience immediate and substantial dilution as a result of this offering.

 

As of September 30, 2025, our net tangible book value was approximately $ million or approximately $ per share. Since the effective price per share of our common shares being offered in this offering is substantially higher than the net tangible book value per share of our common shares, you will suffer substantial dilution with respect to the net tangible book value of the common shares you purchase in this offering. Based on the assumed public offering price of $       per share of common shares being sold in this offering, which is the midpoint of the estimated offering range set forth on the cover page of this prospectus, and our net tangible book value per share as of September 30, 2025, if you purchase shares of common shares in this offering, you will suffer immediate and substantial dilution of $       per share (or $            per share if the underwriters exercise the over-allotment option in full) with respect to the net tangible book value of the common shares. See the section titled “Dilution” for a more detailed discussion of the dilution you will incur if you purchase securities in this offering.

 

We have broad discretion in how we use the proceeds of this offering and may not use these proceeds effectively, which could affect our results of operations.

 

We will have considerable discretion in the application of the net proceeds of this offering. We intend to use approximately $          million of the net proceeds from this offering to fund mining and exploration activities. We intend to use the remaining proceeds to fund working capital and general corporate expenditures out of our existing cash reserves. As a result, investors will be relying upon management’s judgment with only limited information about our specific intentions for the use of the net proceeds of this offering. We may use the net proceeds for purposes that do not yield a significant return or any return at all for our shareholders. In addition, pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value. Please see the “Use of Proceeds” section in this prospectus for more information.

 

No dividends on the common shares have been paid by us to date and we do not anticipate paying any dividends in the foreseeable future.

 

No dividends on the common shares have been paid by us to date , and we currently intend to retain our future earnings, if any. Accordingly, investors in our securities should not expect to receive a dividend on their investment in the foreseeable future. As a result, capital appreciation, if any, of our common shares will be investors’ sole source of potential gain for the foreseeable future.

 

 

 

We may choose to pursue acquisitions and raise either debt or equity capital , resulting in dilution to existing shareholders.

 

From time to time, it can be expected that we will examine opportunities to acquire additional exploration and/or mining assets and businesses. Any acquisition that we may choose to complete may be of a significant size, may change the scale of our business and operations, and may expose us to new geographic, political, operating, financial and geological risks. Our success in our acquisition activities depends upon our ability to identify suitable acquisition candidates, negotiate acceptable terms for any such acquisition, and integrate the acquired operations successfully with those of our business. Any acquisitions would be accompanied by risks. In the event that we choose to raise debt capital to finance any such acquisitions, our leverage will be increased. If we choose to use equity as consideration for such acquisitions, existing shareholders may suffer dilution. Alternatively, we may choose to finance any such acquisitions with our existing resources. There can be no assurance that we would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions.

 

If we raise additional funds by issuing additional equity securities, such financing may substantially dilute the interests of existing shareholders.

 

Financing our exploration and development plans, and carrying out the development of a mining operation through to production, should feasibility studies show it is recommended, would be capital intensive and we would require additional financing to fund development and exploration programs and potential acquisitions. We cannot predict the size of future issuances of common shares or the issuance of debt instruments or other securities convertible into common shares. Likewise, we cannot predict the effect, if any, that future issuances and sales of our securities will have on the market price of the common shares. If we raise additional funds by issuing additional equity securities, such financing may substantially dilute the interests of existing shareholders. Sales of substantial numbers of common shares, or the availability of such common shares for sale, could adversely affect prevailing market prices for our securities.

 

There has been no independent valuation of our common shares, which means that our common shares may be worth less than the offering price in the offering.

 

The per share purchase price in the offering has been determined by us without independent valuation of our common shares. We established the offering price based on management’s estimate of the valuation of common shares. This valuation is highly speculative and arbitrary. There is no relation to the market value, book value, or any other established criteria. We did not obtain an independent appraisal opinion on the valuation of our common shares. Our common shares may have a value significantly less than the offering price, and the shares may never obtain a value equal to or greater than the offering price.

 

If securities industry analysts do not publish research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our common shares could be negatively affected.

 

Any trading market for our common shares may be influenced in part by any research reports that securities industry analysts publish about us. We do not currently have and may never obtain research coverage by securities industry analysts. If no securities industry analysts commence coverage of us, the market price and market trading volume of our common shares could be negatively affected. In the event we are covered by analysts, and one or more of such analysts downgrade our securities, or otherwise reports on us unfavorably, or discontinues coverage of us, the market price and market trading volume of our common shares could be negatively affected.

 

Future issuances of our common shares or securities convertible into, or exercisable or exchangeable for, our common shares, or the expiration of lock-up agreements that restrict the issuance of new common shares or the trading of outstanding common shares, could cause the market price of our common shares to decline and would result in the dilution of your holdings.

 

Future issuances of our common shares or securities convertible into, or exercisable or exchangeable for, our common shares, or the expiration of lock-up agreements that restrict the issuance of new common shares or the trading of outstanding common shares, could cause the market price of our common shares to decline. We cannot predict the effect, if any, of future issuances of our securities, or the future expirations of lock-up agreements, on the price of our common shares.

 

In all events, future issuances of our common shares would result in the dilution of your holdings. In addition, the perception that new issuances of our securities could occur, or the perception that locked-up parties will sell their securities when the lockups expire, could adversely affect the market price of our common shares. In connection with this offering, we will enter into a lock-up agreement that prevents us, subject to certain exceptions, from offering additional shares of capital stock for up to six months after the closing of this offering, as further described in the section titled “Underwriting.” In addition to any adverse effects that may arise upon the expiration of these lock-up agreements, the lock-up provisions in these agreements may be waived, at any time and without notice. If the restrictions under the lock-up agreements are waived, our common shares may become available for resale, subject to applicable law, including without notice, which could reduce the market price for our common shares.

 

Future issuances of debt securities or incurrence of other indebtedness, which would rank senior to our common shares upon our bankruptcy or liquidation, and future issuances of preferred stock, which could rank senior to our common shares for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our common shares.

 

In the future, we may attempt to increase our capital resources by offering debt securities or incurring other indebtedness. Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect to other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders of our common shares. Moreover, if we issue preferred stock, the holders of such preferred stock could be entitled to preferences over holders of common shares in respect of the payment of dividends and the payment of liquidating distributions. Because our decision to issue debt or preferred stock in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of our common shares must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return, if any, they may be able to achieve from an investment in our common shares.

 

If our common shares become subject to the penny stock rules, it would become more difficult to trade our shares.

The Securities and Exchange Commission, or the SEC, has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not retain a listing on the NYSE American or another national securities exchange and if the price of our common shares is less than $5.00, our common shares could be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common shares, and therefore shareholders may have difficulty selling their shares.

We will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies and our shareholders could receive less information than they might expect to receive from more mature public companies.

As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”). An emerging growth company may take advantage of reduced disclosure and reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

	●	being permitted to present only two years of audited financial statements and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure in our periodic reports and registration statements, including this prospectus;
	●	not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) on the effectiveness of our internal controls over financial reporting;
	●	reduced disclosure obligations regarding executive compensation arrangements in our periodic reports, proxy statements and registration statements, including this prospectus; and
	●	exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

 

We will remain an emerging growth company until the earliest to occur of: (i) the last day of the fiscal year in which we have more than $1.235 billion in annual revenue; (ii) the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; (iii) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; and (iv) the last day of the fiscal year ending after the fifth anniversary of the completion of this offering.

We have taken advantage of the reduced disclosure obligations in the registration statement of which this prospectus is a part and intend to elect to take advantage of other reduced disclosure and reporting requirements in future filings. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.

As an emerging growth company and a smaller reporting company, our auditor is not required to attest to the effectiveness of our internal controls.

 

Our independent auditors are not required to attest to the effectiveness of our internal control over financial reporting while we are an emerging growth company and/or a smaller reporting company. This means that the effectiveness of our financial operations may differ from our peer companies in that they may be required to obtain independent registered public accounting firm attestations as to the effectiveness of their internal controls over financial reporting while we are not. While our management will be required to attest to internal control over financial reporting and we will be required to detail changes to our internal controls on a quarterly basis, we cannot provide assurance that the independent registered public accounting firm’s review process in assessing the effectiveness of our internal controls over financial reporting, if obtained, would not find one or more material weaknesses or significant deficiencies. Further, once we cease to be an emerging growth company we will be subject to independent registered public accounting firm attestation regarding the effectiveness of our internal controls over financial reporting unless our public float is less than $75 million and we continue as a smaller reporting company. Even if management finds such controls to be effective, our independent registered public accounting firm may decline to attest to the effectiveness of such internal controls and issue a qualified report.

 

We expect that we will be considered a smaller reporting company under the Exchange Act and will be exempt from certain disclosure requirements, which could make our common shares less attractive to potential investors.

 

Rule 12b-2 of the Exchange Act defines a “smaller reporting company” as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:

 

●

had a public float of less than $250 million as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or

 

●

in the case of an initial registration statement under the Securities Act, or the Exchange Act of 1934, as amended, which we refer to as the Exchange Act, for shares of its common equity, had a public float of less than $250 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated initial public offering price of the shares; or

 

●

in the case of an issuer whose public float as calculated under the previous two bullet points was zero or less than $700 million, had annual revenues of less than $100 million during the most recently completed fiscal year for which audited financial statements are available.

 

We believe that we are a smaller reporting company, and as such that we will not be required and may not include a Compensation Discussion and Analysis section in our proxy statements; we will provide only two years of financial statements; and we need not provide the table of selected financial data. We also will have other “scaled” disclosure requirements that are less comprehensive than issuers that are not smaller reporting companies. These “scaled” disclosure requirements may make our securities less attractive to potential investors, which could make it more difficult for our securityholders to sell their securities.

 

We believe that we may be a “passive foreign investment company” for the current taxable year which may result in materially adverse United States federal income tax consequences for United States investors.

 

We generally will be designated as a “passive foreign investment company” under the meaning of Section 1297 of the United States Internal Revenue Code of 1986, as amended (a “PFIC”) if, for a tax year, (a) 75% or more of our gross income for such year is “passive income” (generally, dividends, interest, rents, royalties, and gains from the disposition of assets producing passive income) or (b) if at least 50% or more of the value of our assets produce, or are held for the production of, passive income, based on the quarterly average of the fair market value of such assets. United States shareholders should be aware that we believe we were classified as a PFIC during our tax year ended December 31, 2024, and based on current business plans and financial expectations, believe that we may be a PFIC for the current and future taxable years. If we are a PFIC for any year during a U.S. Holder’s holding period, then such U.S. Holder generally will be required to treat any gain realized upon a disposition of common shares, or any “excess distribution” received on its common shares, as ordinary income, and to pay an interest charge on a portion of such gain or distribution, unless the shareholder makes a timely and effective “qualified electing fund” election (“QEF Election”) or a “mark-to-market” election with respect to the common shares. A U.S. Holder who makes a QEF Election generally must report on a current basis its share of our net capital gain and ordinary earnings for any year in which we are a PFIC, whether or not we distribute any amount to our shareholders. A U.S. Holder who makes a mark-to-market election generally must include as ordinary income each year the excess of the fair market value of the common shares over the taxpayer’s basis therein. U.S. Holders should be aware that we are not committing to supply U.S. Holders with information that such U.S. Holders require to report under the QEF rules, in the event we are a PFIC and a U.S. Holder wishes to make a QEF Election. Accordingly, U.S. Holders may not be able to make a QEF Election with respect to their common shares. This paragraph is qualified in its entirety by the discussion below under the heading “Certain United States Federal Income Tax Considerations.” Each U.S. Holder should consult its own tax advisors regarding the PFIC rules and the U.S. federal income tax consequences of the acquisition, ownership, and disposition of common shares.

 

We may be deemed to be a controlled foreign corporation.

 

If a U.S. person is treated as owning (directly, indirectly, or constructively) at least 10% of the value or voting power of our common shares, such person may be treated as a “United States shareholder” with respect to each “controlled foreign corporation” in our group. A United States shareholder of a controlled foreign corporation may be required to report annually and include in its U.S. taxable income its pro rata share of “subpart F income,” “net CFC tested income,” and investments in U.S. property by controlled foreign corporations, regardless of whether we make any distributions. We are not committing to assist investors in determining whether we or any of our non-U.S. subsidiaries is treated as a controlled foreign corporation or whether any U.S. Holder is treated as a United States shareholder with respect to any such controlled foreign corporation, or to furnish to any U.S. Holders with the information that may be necessary to comply with the aforementioned reporting and tax paying obligations. A U.S. investor should consult its advisors regarding the potential application of these rules to an investment in our common shares.

 

A limited number of our stockholders own a large percentage of our common shares and exercise control over us.

 

As of January 22, 2026, our officers, directors and five largest stockholders, including our CEO and Chairman, Crescat Capital, Concept Capital, 2176423 Ontario Ltd. and Bruce Reid hold, directly or indirectly, 12,597,580 common shares, approximately 32.5% of the issued and outstanding common shares prior to this offering, which will be approximately % after this offering (assuming no participation in this offering by any such persons). As a result, these persons have the ability to influence the outcome of matters submitted to the shareholders of Silver Bow Mining for approval, which could include the election and removal of directors, amendments to our corporate governing documents and business combinations. Our interests and those of these persons may at times conflict, and this conflict might be resolved against our interests. The concentration of approximately % of the issued and outstanding common shares in the hands of these shareholders after this offering may discourage an unsolicited bid for the common shares, and this may adversely impact the value and trading price of the common shares.

 

General Risks

 

Public opinions may change and opposition to mining projects could result in increased operating costs.

 

Given the emotion, political significance and uncertainty around the environmental consequences of mining on public land, we cannot predict how public opposition could affect legislation and regulation or how this might affect our financial condition, operating performance and ability to compete. Furthermore, even without such current opposition, increased awareness and any adverse publicity in the global marketplace about potential environmental impacts by us or other companies in the mining industry could harm our reputation. A poor reputation in the mining industry directly affects the ability of any mining company to obtain future permits, renew existing permits and/or obtain bonding instruments for the reclamation of mining projects. These impacts may adversely impact the cost, production and financial performance of our operations.

 

Our relationships with the communities in which we operate are critical to the future success of our existing operations and the construction and development of our projects.

 

Our relationships with the communities in which we operate are critical to the future success of our existing operations and the construction and development of our projects. In recent years, there has been ongoing and potentially increasing public concern relating to the effects of resource extraction on the natural landscape, communities and the environment. Certain Non Governmental Organizations (NGOs) who oppose globalization and resource development can be vocal critics of the mining industry and our practices, including the use of cyanide and other hazardous substances in processing activities. In addition, there have been many instances in which local community groups have opposed resource extraction activities, resulting in disruption and delays to the relevant operations. Adverse publicity generated by such NGOs or others related to the mining industry, or to extractive industries generally, could have an adverse effect on our reputation or financial condition and may impact our relationship with the communities in which it operates. While we seek to operate in a socially responsible manner and we believe we have good relationships with local communities in the regions in which we operate, there is no guarantee that our efforts in this respect will mitigate this potential risk. NGOs or local community groups could direct adverse publicity against and/or disrupt our operations in respect of one or more of our properties, despite our successful compliance with social and environmental best practices. Any such actions and the resulting media coverage could have adverse effects on the reputation and financial condition of our business or our relationships with the communities in which it operates, which could have a material adverse effect on our business, financial condition, results of operations, cash flows or prospects.

 

Our ability to successfully obtain key permits and approvals to explore for, develop and operate mines and to successfully operate in communities around the world will likely depend on our ability to develop, operate and close mines in a manner that is consistent with the creation of social and economic benefits in the surrounding communities, which may or may not be required by law. Mining operations should be designed to minimize the negative impact on such communities and the environment, for example, by modifying mining plans and operations or by relocating those affected to an agreed location. The cost of these measures could increase capital and operating costs and therefore could have an adverse impact upon our financial condition and operations. We seek to promote improvements in health and safety, human rights, environmental performance and community relations. However, our ability to operate could be adversely impacted by accidents or events detrimental (or perceived to be detrimental) to the health, safety and well-being of our employees, human rights, the environment or the communities in which we operate.

FORWARD-LOOKING STATEMENTS

This prospectus, including the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” 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 prospectus 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 this offering and any other 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, and other risks identified herein under “Risk Factors”.

 

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 S-1. 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, gold, zinc, 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” sections of this prospectus. 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 prospectus by the foregoing cautionary statements.

CAUTIONARY NOTE TO INVESTORS REGARDING ESTIMATES OF MEASURED, INDICATED AND INFERRED RESOURCES

We are subject to the reporting requirements of the Exchange Act. Mineral property disclosures are reported in accordance with S-K 1300 under the Exchange Act.

In the U.S. and in certain other announcements not filed with the SEC, we disclose proven and probable mineral reserves and measured, indicated, and inferred resources, each as defined in S-K 1300. The estimation of measured resources and indicated resources involve greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable mineral reserves; therefore, investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into S-K 1300-compliant reserves. Estimations of inferred resources involve far greater uncertainty as to their existence and economic viability than the estimations of other categories of resources; therefore, it cannot be assumed that all or any part of inferred resources will ever be

upgraded to a higher category. Investors are cautioned not to assume that all or any part of inferred resources exist, or that they can be mined legally or economically.

These forward-looking statements reflect our management’s beliefs and views with respect to future events and are based on estimates and assumptions as of the date of this prospectus and are subject to risks and uncertainties. We discuss many of these risks in greater detail under “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in this prospectus by these cautionary statements. Except as required by law, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

REVERSE STOCK SPLIT

On January 16, 2026, we completed the Reverse Stock Split with a stock split ratio of 1-for-10. The Reverse Stock Split is intended to allow us to meet the minimum share price requirement of the NYSE American.

Except as otherwise indicated, all references to our common shares, share data, per share data and related information depict the effect of the Reverse Stock Split as if it had occurred at the beginning of the earliest period presented. The Reverse Stock Split combined each ten shares of our outstanding common shares into one common share, without any change in the par value per share which will remain no par value, and the Reverse Stock Split correspondingly adjusted, among other things, the number of common shares issuable upon exercise of outstanding options and warrants and the exercise price of such options and warrants and shares issuable upon conversion of preferred stock and other convertible securities. No fractional shares will be issued in connection with the Reverse Stock Split, and any fractional shares resulting from the Reverse Stock Split were rounded to the nearest whole share.

DIVIDEND POLICY 

We do not anticipate declaring or paying, in the foreseeable future, any cash dividends on our common shares. We currently intend to retain all available funds and any future earnings to support our operations and finance the growth and development of our business. Any future determination related to our dividend policy will be made at the discretion of our board of directors (the “Board”) and will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions, business prospects and other factors our Board may deem relevant.

USE OF PROCEEDS 

We estimate that we will receive net proceeds of approximately $          million from the sale of the securities offered by us in this offering, based on an initial offering price of $          per common share, which is the minimum listing price on the NYSE American, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

A $1.00 increase (decrease) in the public offering price of $          per common share would increase (decrease) the net proceeds to us from this offering by approximately $          million, assuming that the number of securities offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Similarly, a 100,000 share increase (decrease) in the number of securities offered by us, as set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us by approximately $          million, based on an initial public offering price of $          per common share, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The principal purposes of this offering are to obtain additional capital to support our operations and to facilitate our planned NYSE American listing. We intend to use approximately $          million of the net proceeds from this offering to fund mining and exploration activities. We intend to use the remaining proceeds to fund working capital and general corporate expenditures out of our existing cash reserves. We may also use a portion of the out of our existing cash reserves to in-license, acquire, or invest in complementary businesses, intellectual property, products or assets. However, we have no current commitments or obligations to do so.

Our management will have broad discretion in the application of the net proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of those net proceeds. The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated growth of our business.

DETERMINATION OF OFFERING PRICE

The initial public offering price will be determined by arm’s length negotiations between us and the underwriters. In determining the initial public offering price, we and the underwriters expect to consider a number of factors including:

●

the information set forth in this prospectus and otherwise available to the representatives;

●

our prospects and the history and prospects for the industry in which we compete;

●

an assessment of our management;

●

the general condition of the securities markets at the time of this offering;

●

the recent market prices of, and demand for, publicly traded common shares of generally comparable companies; and

●

other factors deemed relevant by the representatives of the Underwriter and us.

Neither we nor the underwriters can assure investors that an active trading market will develop for the common shares, or that the common shares will trade in the public market at or above the initial public offering price. See “Underwriting” for additional information regarding our arrangement with the underwriters.

CAPITALIZATION

The following table sets forth our cash and capitalization as of September 30, 2025, on:

●

an actual basis; and

●

an as-adjusted basis to reflect our receipt of the net proceeds from our sale of common shares in this offering at an assumed initial public offering price of $         per share, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

 

The as-adjusted information below is illustrative only, and our capitalization following the closing of this offering will be adjusted based on the actual terms of this offering determined at the time of pricing as well as our actual expenses. You should read this table together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes appearing elsewhere in this prospectus. The following table sets forth our capitalization assuming the sale of common shares offered for sale by us at $         per share.

 

		As of September 30, 2025
		Actual (1)				As Adjusted
Cash and cash equivalents		$	1,257,262				$
Common shares: shares authorized, shares issued and outstanding, actual; shares authorized, shares issued and outstanding, pro forma; shares authorized, issued and outstanding, pro forma as adjusted			17,399,209
Additional paid-in capital		$	17,783,699				$
Accumulated other comprehensive loss
Accumulated deficit		$	22,815,442
Total shareholders’ equity		$	39,098,948				$

 

 

(1)

Data is derived from our unaudited financial statements for the period ended September 30, 2025.

DILUTION  

 

Investors purchasing common shares in this offering will experience immediate and substantial dilution in the as adjusted net tangible book value of their common shares. Dilution in as adjusted net tangible book value represents the difference between the public offering price per share and the as adjusted net tangible book value per common share immediately after the offering.

 

The historical net tangible book value of our common shares as of September 30, 2025 was approximately $39.1 million or $2.20 per share based on 17,399,209 common shares issued and outstanding on September 30, 2025. Historical net tangible book value per common share represents our total tangible assets (total assets less intangible assets) less total liabilities divided by the number of common shares outstanding as of that date.

 

After giving effect to the sale of common shares and in this offering at the assumed offering price of $ per common share, which is the minimum listing price on the NYSE American, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our net tangible book value as of September 30, 2025 would have been $ million, or $ per common share. The offering price may not be the final price of the Offering and will be adjusted based on the actual initial public offering price and other terms of our initial public offering determined at pricing. This amount represents an immediate increase in net tangible book value of $ per common share to our existing shareholders and an immediate dilution in net tangible book value of approximately $ per common share to new investors purchasing our common shares in this offering. We determine dilution by subtracting the net tangible book value per common share after the offering from the amount of cash that a new investor paid for a common share.

 

The following table illustrates this dilution on a per common share basis:

Offering price per common share		$
Historical net tangible book value per common share as of September 30, 2025		$	2.20
Increase in net tangible book value per common share attributable to Investors		$
Net tangible book value per common share after the offering		$
Dilution per common share to new investors		$

 

Each $1.00 increase or decrease in the assumed public offering price of $ per common share would increase or decrease our net tangible book value after this offering by approximately $ million, or approximately $ per common share, and increase or decrease the dilution per common share to new investors by approximately $ per common share, assuming that the number of common shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering.

 

An increase or decrease of 100,000 securities in the number of securities offered by us would increase or decrease our net tangible book value after this offering by approximately $ million, or $ per common share, and increase or decrease the dilution per share to new investors by approximately $ per common share, assuming that the assumed public offering price remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. The information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

 

If the underwriters were to fully exercise their over-allotment option in full to purchase additional common shares, our pro forma net tangible book value would be approximately $  million or $  per share. This represents an increase in pro forma as adjusted net tangible book value of $  per share to our existing investors and an immediate dilution of $  per share to new investors.

 

The following table summarizes, on a pro forma, as adjusted basis as of September 30, 2026, after giving effect to this offering, the total number of common shares purchased from us, the total cash consideration paid to us, or to be paid, and the average price per share paid, or to be paid, by new investors purchasing shares in this offering, at an assumed public offering price of $     per share, before deducting the estimated underwriting discounts and commissions:

		Shares Purchased					Total Consideration						Average Price Per Share Percent
		Number		Percent			Amount			Percent
Existing stockholders					%		$				%		$
New investors					%		$				%		$
Total				100	%		$			100	%		$

 

If the underwriters were to fully exercise their over-allotment option in full to purchase additional common shares, the percentage of common shares held by existing investors would be %, and the percentage of shares of our common stock held by new investors would be %.

The foregoing tables and calculations under “Capitalization” and “Dilution” exclude:

●

6,920,837 common shares issuable upon exercise of warrants as of September 30, 2025, at a weighted average exercise price of $4.90 per share;

 

●

218,998 common shares issuable upon conversion of $500,000 in convertible notes at a conversion price of $2.50 per share;

 

●

1,525,000 common shares issuable upon exercise of outstanding options as of September 30, 2025, at a weighted average exercise price of $3.00 per share, of which 1,496,667 were vested as of such date;

 

●

63,771 common shares issuable upon settlement of outstanding restricted stock units;

 

●

1,400,000 common shares issuable upon exercise of an outstanding performance warrant at $3.10 per share; and

 

●

151,150 common shares reserved for future issuance under our stock option plan as of September 30, 2025, plus any future increases in the number of common shares reserved for issuance under our stock option plan pursuant to evergreen provisions.

 

To the extent that outstanding options are exercised, you will experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities may result in further dilution to our shareholders.

 

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 September 30, 2025 and 2024, and the audited consolidated financial statements for the year ended December 31, 2024 and 2023, and 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.

Our Business

We were incorporated under the name Blackjack Silver Corp. pursuant to the Business Corporations Act (Ontario) on August 31, 2020. The Company changed its name to Silver Bow Mining Corp. pursuant to a certificate of amendment effective February 18, 2025. On May 27, 2025, we continued into British Columbia under the provisions of the BCBCA. The Company’s registered office is located at 1200-750 West Pender St, Vancouver, British Columbia, V6C 2T8, and its 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. 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 September 30, 2025, we are in the exploration stage and have not commenced commercial production or established Mineral Reserves.

Selected Financial Information

		September 30, 2025				December 31, 2024
Financial Position		$				$
Cash			1,257,262				255,630
Working Capital Surplus (Deficiency)			591,137				(4,263,668	)
Mineral Properties			38,261,379				37,254,528
Total Assets			40,154,792				38,573,865

 

Results of Operations

Nine months ended September 30, 2025 compared to nine months ended September 30, 2024

The following table summarizes the Company’s financial results for the nine months ended September 30, 2025, and 2024:

		Nine Months Ended September 30								Change
		2025				2024				Amount				Percentage
			$				$				$
Project costs			573,506				62,877				510,629				812	%
Depreciation expenses			20,522				24,430				(3,908	)			-16	%
Management fees			4,455,754				871,714				3,584,040				411	%
Salaries and Wages			991,109				1,093,385				(102,276				-9	%
Director’s Fees			1,537,093				605,453				931,640				154	%
General and administration			176,858				75,613				101,245				134	%
Insurance expense			36,570				43,869				(7,299)				-17	%
Advertising and Promotion			92,913				98,388				(5,475)				-6	%
Professional fees			1,040,639				808,265				232,374				29	%
Bad debt expenses			9,530				—				9,530				100	%
Accretion on decommissioning liability			9,728				—				9,278				100	%
Operating lease expenses			104,444				185,695				(81,251)				-44	%
			—				—
Net loss from operations			9,048,216				3,869,689				5,028,155				134	%
			—				—
Other (income) expenses
Derivative option expense			26,294				—				26,294				100	%
Lease income			(51,952)				(134,663)				(82,711)				-61	%
Interest expense			36,949				21,400				(15,526	)			73	%
Foreign exchange (gain) loss			80,737				(88,256)				168,993				191	%
Interest income			—				(20,475)				20,475				-100	%
Other income			(15,313)				(31,184)				15,871				-51	%
Total other (income) expenses			76,715				(256,178)				329,893				-130	%
Net loss and comprehensive loss			9,124,931				3,616,511				5,508,420				187	%

---

The following is an analysis of our operations for the nine months ended September 30, 2025 and 2024. Significant items contributing to the loss incurred during such period were as follows:

●

Salaries and management fees of $1,386,558 and $342,986 respectively ($222,572 and $344,819 respectively for the year ended December 31, 2023). This primarily related to increased payments for separation agreements with former management, and bonus payments accrued.

 

●

Stock based compensation expense of $1,509,464 (nil for the year ended December 31, 2023). This related to options and RSUs granted to officers, directors, and employees.

 

●

Professional fees totaling $513,955 for the year ended December 31, 2024 (compared to $244,636 for the year ended December 31, 2023), primarily consisting of legal fees relating to the acquisition of our Ferry Lane Ltd. subsidiary and settlement of legal claims.

 

●

Advisory fees totaling $468,732 for the year ended December 31, 2024 (compared to nil for the year ended December 31, 2023), primarily consisting of fees and the fair value of warrants paid to an investment bank for corporate advisory services.

 

●

Foreign exchange loss of $(96,628) for the year ended December 31, 2024 (compared to $(101,978) for the year ended December 31, 2023) due to the fluctuation of foreign exchange rates on US currency cash balances. We are subject to fluctuating foreign exchange rates as a result of our Canadian dollar transactions.

 

●

Exploration, property evaluation and holding costs, including fixed costs and project programs, were $254,184 and nil during the years ended December 31, 2024 and 2023, respectively. In 2023, these costs were incurred as a “share of loss in associate” prior to the acquisition of our subsidiary, Butte Blackjack Operating, LLC (now known as SBM Montana LLC).

 

●

General and administrative expenses of $101,318 for the year ended December 31, 2024 (compared to $101,272 for the year ended December 31, 2023).

 

Management Outlook and Trends

The overall increase in net loss of $5,508,420 is primarily attributable to the non-cash share-based compensation expense, which management views as a one-time cost associated with establishing appropriate equity incentive programs for employees, officers, and directors.

Management expects the cost structure to evolve significantly in 2025 and 2026 with:

• Increased Exploration Spending: Substantial increases in exploration expenditures as we commence underground access and drilling on the Rainbow Block

• Higher Professional Fees: Continued elevated professional fees through the pre-IPO process and initial public company compliance

• Stable Personnel Costs: Salaries and benefits expected to remain elevated as the Company maintains its expanded team to support growth initiatives

The Company believes this investment in personnel and exploration activities positions it well for value creation through systematic exploration and potential resource development at its material properties.

Year ended December 31, 2024 compared to year ended December 31, 2023

The following financial data are derived from, and should be read in conjunction with, our audited annual consolidated financial statements for the years ended December 31, 2024 and 2023.

A summary of our operating results for the years ended December 31, 2024 and 2023 are as follows:

		Year Ended December 31								Change
		2024				2023				Amount				Percentage
			$				$				$
Project costs			254,184				—				254,184				100	%
Amortization and depreciation			29,620				16,533				13,087				44	%
Management fees			342,986				344,819				(1,833	)			0	%
Salaries and wages			1,386,558				222,572				1,163,986				84	%
Directors’ fees			43,616				15,000				28,616				66	%
General and administrative			101,318				101,272				46				0	%
Insurance			56,380				36,735				19,645				35	%
Advertising and promotions			100,887				19,571				81,316				0	%
Advisory fees			468,732				—				468,732				100	%
Professional fees			513,955				244,636				269,319				52	%
Stock based compensation			1,509,464				—				1,509,464				100	%
Accretion on decommissioning liability			1,099				—				1,099				100	%
Operating lease expenses			297,863				296,021				1,842				1	%
Net loss from operations			5,106,662				1,297,159				3,809,503				294	%
Other (income) expense
Share of loss in associate			—				277,753				(277,753	)			-100	%
Sub- lease income			(149,177	)			(138,797	)			(10,380	)			7	%
Foreign exchange (gain) loss			(96,628	)			(101,978	)			5,350				-6	%
Interest income			(27,474	)			(11,981	)			(15,493	)			56	%
Interest expense			32,734				—				32,734				100	%
Other income			(57,478	)			—				(57,478	)			100	%
Total other (income) expense			(298,023	)			24,997				(323,020	)			108	%
Net loss and comprehensive loss			4,808,639				1,322,156				3,486,483				73	%

 

The following is an analysis of our operations for the years ended December 31, 2024 and 2023. Significant items contributing to the loss incurred during such period were as follows:

 

●

Salaries and management fees of $1,386,558 and $342,986 respectively ($222,572 and $344,819 respectively for the year ended December 31, 2023). This primarily related to increased payments for separation agreements with former management, and bonus payments accrued.

●

Stock based compensation expense of $1,509,464 (nil for the year ended December 31, 2023). This related to options and RSUs granted to officers, directors, and employees.

●

Professional fees totaling $513,955 for the year ended December 31, 2024 (compared to $244,636 for the year ended December 31, 2023), primarily consisting of legal fees relating to the acquisition of our Ferry Lane Ltd. subsidiary and settlement of legal claims.

●

Advisory fees totaling $468,732 for the year ended December 31, 2024 (compared to nil for the year ended December 31, 2023), primarily consisting of fees and the fair value of warrants paid to an investment bank for corporate advisory services.

●

Foreign exchange loss of $(96,628) for the year ended December 31, 2024 (compared to $(101,978) for the year ended December 31, 2023) due to the fluctuation of foreign exchange rates on US currency cash balances. We are subject to fluctuating foreign exchange rates as a result of our Canadian dollar transactions.

●

Exploration, property evaluation and holding costs, including fixed costs and project programs, were $254,184 and nil during the years ended December 31, 2024 and 2023, respectively. In 2023, these costs were incurred as a “share of loss in associate” prior to the acquisition of our subsidiary, Butte Blackjack Operating, LLC (now known as SBM Montana LLC).

●

General and administrative expenses of $101,318 for the year ended December 31, 2024 (compared to $101,272 for the year ended December 31, 2023).

Financial Position, Liquidity and Capital Resources

 

A summary and discussion of our cash inflows and outflows for the nine months ended September 30, 2025 are as follows:

 

		Nine Months Ended September 30								Increase/(Decrease)
		2025				2024				Amount
			$				$				$
Cash Flows Provided by (Used In):
Operating Activities			(3,658,829	)			(2,224,517	)			(1,434,375)
Investment Activities			(1,920,794	)			(4,270,955	)			2,350,161
Financing Activities			6,581,255				5,488,146				1,093,109
Net Increase (Decrease) in Cash			1,001,632				(1,007,326)				2,008,958

 

From January through March 2025, we completed private placements, raising $1,942,850 from the issuance of equity units priced at $4.50 per unit, each unit consisting of one common share and one-half warrant to purchase a common share at $6.00 per share 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.

 

In August and September 2025, we issued 187,500 common shares pursuant to warrant exercises at a price of $6.00 per share, raising $1,125,000.

 

Subsequent to the period end, in October 2025, we issued 166,395 common shares pursuant to warrant exercises at a price of $6.00, raising $998,367. On October 31, 2025 and November 7, 2025, the Company closed three separate financings, whereby existing shareholders covered under a previous corporate governance agreement exercised their pro-rata participation rights under that agreement to subscribe for a total of 1,245,137 common shares and 7,169,380 warrants exercisable for 716,938 common shares with a weighted average exercise price of $4.60 for gross proceeds of $3,498,989.

 

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. We believe that we will be able to secure additional private placements and public financings in the future, although we cannot predict the size or pricing of any such financings. This situation is unlikely to change until such time as we can develop a bankable feasibility study on one of our projects. When acquiring an interest in mineral properties through purchase or option, we will sometimes issue common shares to the vendor or optionee of the property as partial or full consideration for the property interest in order to conserve our cash. If adequate financing is not available or cannot be obtained on a timely basis, we may be required to delay, reduce the scope of, or eliminate one or more of its exploration programs. The above factors represent material uncertainties that cast substantial doubt on our ability to continue as a going concern.

 

The Company considers available cash, cash equivalents, and any short-term investments to be its primary measure of liquidity. Our cash liquidity position as of September 30, 2025, comprising cash and cash equivalents of $1,257,262 reflected a net increase of $1,001,632 (December 31, 2024 – $255,630). At September 30, 2025, we had working capital of $591,137 compared to $(4,263,668) at December 31, 2024. Our continuing operations are dependent upon obtaining necessary financing to meet our commitments as they come due and to finance future exploration and development of mineral interests, secure and maintain good, marketable title to properties and upon future profitable production.

 

We anticipate that the proceeds of this offering will fund our capital requirements for the next 24 months. See, “Use of Proceeds.” We expect that we will operate at a loss for the foreseeable future and believe the current cash and cash equivalents will be sufficient for it to maintain our currently held properties, and fund our currently anticipated general and administrative costs. In any event, we will be required to raise additional funds, again through public or private equity financings in the future in order to continue in business. Should such financing not be available in that time-frame, we will be required to reduce our activities.

 

Despite our success to date in raising capital to fund our operations, there is significant uncertainty that we will be able to secure any additional financing in the current or future equity markets. See “Risk Factors”. Failure to obtain additional financing could have a material adverse effect on our financial condition and results of operation and could cast uncertainty on our ability to continue as a going concern. The quantity of funds to be raised and the terms of any proposed equity financing that may be undertaken will be negotiated by management as opportunities to raise funds arise. Specific plans related to the use of proceeds will be devised once financing has been completed and management knows what funds will be available for these purposes.

 

Mineral Property Obligations

 

We hold our property rights via patented mining claims, which have no material maintenance requirements outside of local property tax assessments, which we estimate to be approximately $16,000 per year. Our exploration license, issued by the Montana Department of Environmental Quality, requires a reclamation bond of $225,788, and we estimate the reclamation liability to be $214,000.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

Significant Accounting Policies

 

A summary of our significant accounting policies is presented in Note 2 of the financial statements. The financial statements and notes are representations of our management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles under US GAAP and have been consistently applied in the preparation of financial statements.

 

Basis of Presentation and Consolidation

 

The accompanying audited annual consolidated financial statements have been prepared in accordance with US GAAP.

 

The accompanying audited annual consolidated financial statements have been prepared on an accrual basis, and are based on historical costs, except for financial instruments measured at fair value.

 

Basis of Consolidation

 

The accompanying audited annual consolidated financial statements include our accounts from January 1, 2023 until December 31, 2024. All significant intercompany accounts and transactions between us and our subsidiary have been eliminated upon consolidation.

 

Use of Estimates

 

The preparation of financial statements in accordance with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of our financial position and results of operations.

 

Financial Instruments

 

We classify our financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”), or at amortized cost. We determine the classification of financial assets at initial recognition. The classification of debt instruments is driven by our business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition we can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives).

 

An ‘expected credit loss’ impairment model applies which requires a loss allowance to be recognized based on expected credit losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset’s original effective interest rate, either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss for the period. In a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

Foreign Currency

 

Transactions in currencies other than the functional currency are recorded at the rate of exchange prevailing on the dates of transactions. Monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at each reporting date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Foreign currency translation differences are recognized in profit or loss, except for differences on the retranslation of available-for-sale instruments, which are recognized in other comprehensive loss.

 

Mineral Property Interests

 

Expenditures on mineral exploration or evaluation incurred in respect of a property before the acquisition of a license to explore are expensed as incurred, to general exploration. Costs incurred to acquire the legal right to explore a mineral property are capitalized as tangible assets. All other exploration costs are expensed until proven and probable reserves are established. Mineral property acquisition costs are included in exploration and evaluation and include any cash consideration and advance royalties paid, and the fair market value of shares issued, if any, on the acquisition of the mineral property interest. Properties acquired under option agreements, whereby payments are made at our sole discretion, are recorded in the accounts when the payments are made.

 

Once proven and probable reserves are established and an economic feasibility plan exists, the property moves into the “development stage.” Costs incurred in this stage to prepare the property for production are capitalized. To date, none of our properties have progressed to the development stage due to their early stage of exploration.

 

Exploration expenditures relate to the initial search for deposits with economic potential and to detailed assessments of deposits or other projects that have been identified as having economic potential. All capitalized exploration and evaluation expenditures are monitored for indications of impairment. Where a potential impairment is indicated, assessments are performed for each area of interest, as described in Impairment of non-current assets, below. Once an economically viable reserve has been determined for an area and the decision to proceed with development has been approved, exploration and evaluation assets attributable to that area are first tested for impairment and then reclassified to property, plant and equipment.

 

Although we have taken steps to verify title to mineral properties in which we have an interest, these procedures do not guarantee our title. Such properties may be subject to prior agreements, easements, covenants, interests or transfers, or title may be affected by undetected defects.

 

Impairment of Non-current Assets

 

The Company evaluates its long-lived assets, including mineral interests, mine development assets, and property, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amounts of such assets or asset groups may not be recoverable. Asset groups are defined as the lowest level of identifiable cash flows that are largely independent of other assets, which for the Company generally relate to individual mining properties or integrated mining operations.

 

Mineral rights and properties and mining properties are monitored for impairment based on factors such as natural resources prices, government regulations, our continued right to explore the area, exploration reports, assays, technical reports, drill results and the Company’s continued plans to fund exploration and development programs on the property. If indicators of impairment are present, the Company first compares the carrying amount of the asset group to the sum of the undiscounted future cash flows expected to result from its use and eventual disposition. If the undiscounted cash flows are less than the carrying amount, an impairment loss is measured as the excess of the carrying amount over the asset group’s fair value, which is determined using valuation techniques consistent with ASC 820, including market, cost, and income approaches. Impairment losses are recognized as part of operating losses in the consolidated statements of loss and comprehensive loss.

 

Impairment losses for long-lived assets held and used are recognized in the period identified and are not reversed in subsequent periods. Assets classified as held for sale are measured at the lower of carrying amount or fair value less cost to sell in accordance with ASC 360.

 

There were no indicators of impairment for long-lived assets as of December 31, 2024 or 2023.

 

Critical Accounting Estimates

 

The preparation of our consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, and contingent liabilities at the date of the financial statements, as well as reported amounts of income and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes may differ from these estimates.

 

Judgments, estimates, and assumptions where there is a significant risk of material adjustments to assets and liabilities in future accounting periods are outlined below:

 

●

Intangible Assets: We have determined that intangible asset costs incurred, which were capitalized, have future economic benefits and will be recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefits, including anticipated cash flows and estimated economic life. The amortization expense related to intangible assets is determined using estimates of the useful life of the intangible asset.

 

●

Functional Currency: The functional currency for us and our subsidiaries is the currency of the primary economic environment in which the entity operates. Determining the functional currency involves judgment to determine the primary economic environment. We reassess the functional currency of our entities if there is a change in events and conditions that affect the primary economic environment. We have determined that our functional currency is the United States dollar.

 

●

Fair Value of Financial Instruments: The evaluation of the fair value of financial instruments, including warrants and options to purchase common shares, requires judgment in selecting the appropriate methodologies and models, as well as evaluating ranges of assumptions and financial inputs to calculate estimates of fair value.

●

Going Concern: These consolidated financial statements have been prepared on a going concern basis, which assumes that we will continue to operate for the foreseeable future and will be able to realize our assets and discharge our liabilities in the normal course of operations. In assessing whether this assumption is appropriate, management considers all available information about the future, which is at least, but not limited to, 12 months from the end of the reporting period. This assessment is based on planned actions that may or may not occur due to various factors, including our own resources and external market conditions.

   

BUSINESS

 

Business Objectives and Operations

 

We were incorporated under the name Blackjack Silver Corp. pursuant to the Business Corporations Act (Ontario) 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 into British Columbia under the provisions of the BCBCA. We are domiciled in British Columbia, Canada and maintain a head office in Butte, Montana. We have no maximum authorized share capital and no par value. We have no maximum authorized share capital and our common shares have no par value.

 

We are a minerals exploration company focused on silver, zinc, gold, lead, and copper targets in Montana. We own approximately 3,347 acres in patented mineral claims in Silver Bow County, Montana, USA. Our primary mineral claim property is called the “Rainbow Block”, which is composed of approximately 878 acres of mineral rights, benefiting from over 100 years of exploration, mining, and metallurgical data. Our business currently depends primarily on the Rainbow Block, which is our only material property under active exploration and development. Our current operational focus and near-term exploration plans center on the Rainbow Block. In addition to Rainbow Block, we have approximately 2,469 acres of mineral rights in Silver Bow County, represented by the Marget Ann Block, the Goldsmith Block, the Travona Block and the Emma Block.

 

We are an exploration stage company, with no history of operations, mining or refining mineral products. There is no assurance that the Rainbow Block will be successfully placed into production, produce minerals in commercial quantities or otherwise generate operating earnings. Our business plan is to continue exploration of the Rainbow Block to move towards completion of a feasibility study, at which point we will make a production determination, if economically and legally viable.

 

Property Block	Mineral Rights	Surface Rights	Status
Rainbow Block	878 acres	215 acres	Mineral Resource Estimate complete above water table
Marget Ann Block	360 acres	113 acres	Exploration stage
Goldsmith Block	328 acres	277 acres	Exploration stage
Travona Block	428 acres	—	Exploration stage
Emma Block	1,353	—	Exploration stage
Total District Holdings	3,347 acres	605 acres

 

This is our initial public offering, and no public market currently exists for our common shares. The offering price may not reflect the market price of our common shares after this offering. Our common shares are not listed for trading on any exchange or automated quotation system.

 

We intend to submit an application for listing our common shares for trading on the NYSE American. We anticipate that our common shares will be traded on the NYSE American; however, there can be no assurance that such an application for trading will be approved. If we do not meet all of the NYSE American’s initial listing criteria or our application for listing is not otherwise accepted, we will not complete this offering.

For further information about our properties, see the section entitled “Description of Property”.

General Corporate Information 

Our principal executive offices are located at 1401 Idaho Street, Butte, Montana 59701 and our telephone number is (406) 718-7593. Our website is www.silverbowmining.com. The information on our website is not incorporated by reference into this prospectus.

Organizational Structure

Silver Bow Mining Corp. has four wholly-owned subsidiaries, SBM Properties LLC, a Montana limited liability company, SBM Montana LLC, a Delaware limited liability company, Ferry Lane Limited, a British Virgin Islands company and Ferry Lane Management LLC, a Wyoming limited liability company.

Corporate History

We are advancing the historic silver-zinc vein systems in Butte, Montana, a district with over a century of mining heritage. Since 2022, our focus has been the Rainbow Block, an 878-acre property in North Butte and Walkerville with rich mineralization potential. The property was previously operated by Anaconda Company (“Anaconda”) and contains several significant vein structures including the Rainbow, State, Chief Joseph, and Lexington Veins.

Our exploration strategy targets mineralized zones above the current water table, where we’ve identified potentially substantial untapped mineralization of silver, zinc, gold, lead and other metals. We’ve completed comprehensive digital modelling of the extensive underground workings that are part of the region’s mining complex with its estimated 10,000 miles of historic tunnels. This modelling integrates historical data with modern exploration techniques to guide our exploration plans.

In 2024, we commissioned an independent technical report for the Rainbow Block to determine a mineral resource estimate covering 42 distinct veins identified to date. The report was prepared pursuant to S-K 1300 and is entitled “Technical Report Summary, Rainbow Block, Butte Mining District, Silver Bow County, Montana, USA” with an effective date of December 31, 2024 and an issue date of May 27, 2025 (the “Rainbow Block Technical Report”) This assessment, completed by Dahrouge Geological Consulting in compliance with S-K 1300, established an initial Inferred Mineral Resource of 11.48 million tons grading 14.8 opt (507.4 grams / tonne) Ag-Eq, containing metal of 170.0 million ounces Ag-Eq. We continue to expand our understanding of this Mineral Resource through ongoing exploration while developing plans for environmentally responsible extraction methods in this historically significant mining district.

Markets

Markets Overview

The Rainbow Block has historically produced significant quantities of silver, zinc, gold, lead, and copper throughout its operating history. The polymetallic nature of our deposits provides exposure to both precious and base metals markets, including zinc, which the U.S. Government has designated as a Critical Mineral essential for economic and national security. This diversification offers potential resilience against individual metal price fluctuations.

After market analysis explores the performance of silver, copper, zinc, and gold (as well as lead as a potential byproduct), all of which have been historically mined by previous owners of the Rainbow Block.

 

Management expects mining within the United States to show growth in the next few years, particularly in metals present within the Rainbow Block. Further exploration of the property will be key to the development of the Rainbow Block and determining what potential resources and reserves will be present on these claims.

Commodity Price Projections

The following information was reviewed and reported on between the dates of November 6th 2024 and December 15 2025. Any information which may have been published after these dates may not be captured in this prospectus. Analysis of these metals includes statements from current market analysts as a possible interpretation of a current market opinion which may give perspective for the logistics of furthering the exploration of the Rainbow Block claims. No information here should be taken as a forward-looking statement.

Silver

The Rainbow Block hosts significant silver mineralization, predominantly as native silver, electrum and primary and secondary silver sulfides within the veins of the intermediate and peripheral zones. Historical mining by Anaconda Company (a successor company to a number of historical companies with the “Anaconda” name from the 1880’s through 1977 that operated in the Butte project area, including the Rainbow Block) focused primarily on the copper-rich central zone, leaving substantial silver-rich veins in the intermediate and peripheral areas that were less developed. These veins, documented in Anaconda Company’s 1978 Ore Reserves and Resources report, extend to great depths and represent a significant exploration target. The Peripheral Zone, which contains the highest silver grades, encompasses approximately 70% of the Rainbow Block claims currently controlled by us. 

Silver exhibits greater price volatility than base metals like copper and zinc, driven by its dual role in industrial applications and as an investment asset sensitive to economic cycles and sentiment (ING Think, Volatility remains set to drive silver, December 8, 2025; Wikipedia, Silver as an investment, November 30, 2025).

During the 2020 pandemic market disruption, silver prices peaked at approximately $29 per ounce in August, nearing levels not seen since 2013 (Exchange-Rates.org, Silver Price History United States 2020; Silver Institute, Global Pandemic Fueled Renewed Investor Interest in Silver in 2020, April 22, 2021). Since then, prices have fluctuated broadly, trading between roughly $20 and $40 per ounce for much of the period before surging in late 2025 to record highs above $60 per ounce amid persistent supply deficits and strong industrial demand (Trading Economics, Silver Price Data, December 16, 2025; Long Forecast, Silver Price Forecast 2025, 2026, 2027 and 2028, December 15, 2025).

Unlike gold, which is predominantly investment-driven, silver derives over 50% of its annual consumption from industrial uses, including for electronics and electrical contacts, photovoltaic cells for solar energy, medical devices with antimicrobial properties, automotive sensors and electrical systems, and specialized optical equipment (GR Reserve, Industrial Uses of Silver: Complete 2025 Guide, October 21, 2025; Silver Institute, Factors that Determine the Silver Price, February 2024). This dual nature amplifies silver’s price sensitivity and positions it favorably amid growth in green technologies and electronics.

 

 

Figure: Silver Commodity Price January 31, 2014, to September 30, 2025 (IMF, 2025)

 

Investment demand exerts significant influence on silver prices, especially during periods of dollar weakness, low interest rates, and inflation, when holding non-yielding assets becomes less costly and silver serves as a perceived hedge against currency devaluation (Discovery Alert, Silver Market Outlook: 2025-2030 Price Forecasts and Investment Analysis, December 5, 2025). As of mid-December 2025, silver prices have exceeded $63 per ounce, reflecting robust momentum from industrial deficits and investor inflows, with analysts forecasting potential highs up to $100 per ounce amid ongoing geopolitical tensions, anticipated U.S. monetary policy easing, and evolving trade dynamics (Trading Economics, Silver Price Data, December 16, 2025; CNBC, Silver has rallied 115% this year. Strategists predict what’s next, December 15, 2025),  

Supply constraints bolster higher silver prices, with global mine production showing modest declines or stagnation in recent years while demand surges; secondary supply from recycling reached approximately 194 million ounces (about 6,000 tons) in 2024, providing partial balance but insufficient to offset primary production shortfalls (U.S. Geological Survey, Mineral Commodity Summaries 2025 - Silver, January 2025, revised March 2025; Silver Institute, Silver Supply & Demand, 2025). The silver market outlook indicates sustained price strength with volatility tied to economic and geopolitical conditions, supported by fundamental supply-demand imbalances favoring prices above historical norms. It is management’s belief that the Rainbow Block’s significant silver mineralization, documented but largely unmined by previous operators, positions Rainbow Block to potentially help address market supply constraints while benefiting from favorable price conditions.

 

Zinc

Historical production from the Butte district totals approximately 2.2 million tonnes of zinc, primarily extracted as a by-product of copper and silver mining, underscoring its significant abundance despite secondary status (district-specific historical reports; general zinc byproduct nature confirmed by U.S. Geological Survey Mineral Commodity Summaries 2025).

Zinc’s primary application is in galvanizing steel, where it forms a protective coating that extends material lifespan with minimal environmental impact through corrosion resistance (Crossroads Galvanizing, Why is Zinc Used in Galvanizing and not Copper?, November 4, 2020). Management believes that demand is closely linked to industrialization, urban development, infrastructure projects, automotive production, electronics, and green energy technologies including solar panels, wind turbines, and emerging zinc-ion batteries.

 

Zinc prices have historically exhibited relative stability in the $2,000–$3,000 per ton range over extended periods, with occasional spikes or downturns tied to geopolitical events and cycles in construction activity, though 2025 has seen prices around $3,100–$3,200 per ton amid supply dynamics (Trading Economics, Zinc Price Data, December 2025).

 

Figure: Zinc Commodity Price January 1, 2014 to September 30, 2025 (IMF, 2025)

 

China’s stimulus measures targeting the property sector are expected to drive modest demand recovery for galvanized steel (and thereby also zinc), though overall market forecasts point to a small surplus in 2025 followed by potential longer-term balance or mild downtrend amid persistent oversupply (CRU Group, Zinc top calls for 2025, January 15, 2025); Investing News Network, Zinc Market: H1 2025 in Review, August 1, 2025).

 

Recent price softness stems from global oversupply, with ongoing production from major producers including the U.S., Australia, China, India, and Peru; zinc’s recyclability and substitutability by alternatives like aluminum further moderate demand, while elevated treatment charges challenge smelter profitability (U.S. Geological Survey, Mineral Commodity Summaries 2025; StoneX, Zinc Market Faces Supply Rebound and Waning Demand, October 9, 2025). Analysts anticipate zinc prices to remain range-bound with a slight downward bias over the coming years, contingent on demand recovery and supply adjustments (CRU Group, Zinc top calls for 2025, January 15, 2025).  

 

Lead

 

Production of lead on the Rainbow Block was historically much lower than zinc, coming in at only 427,400 tonnes total during all past production operations. However, it is still worth noting that a lead concentrate will likely be considered in future processing studies.

 

The lead market has been dominated by the battery and automotive industries, with over 80% of total lead consumption going to producing lead-acid batteries used in motorized vehicles, storage of energy generated by photovoltaic cells and wind turbines, and backup power supply (Fortune Business Insights, Lead Market Size, Share & Industry Analysis, By Application (Ammunition, Batteries, Construction, Electronics, Marine, Plumbing, and Others), and Regional Forecast, 2025-2032, 2025).  

 

In recent years, hesitancy to use lead has increased due to its high toxicity and polluting nature (Sazzini, Lead LME price forecasts, March 18, 2024). In the past, the metal has shown regularly fluctuating high and low values which management believes is related to demand in the battery industry, with some influence from industrial expansion.

 

 

Figure: Lead Commodity Price January 1, 2014 to September 30, 2025 (IMF, 2025)

 

Lead has recently recovered from a significant oversupply from 2016 to 2017 and has now seen more equilibrium between supply and demand (Home, 2024). Similar to zinc, lead treatment charges have recently dropped to the point where smelters are struggling to make return.

 

 

As of late 2025, lead prices hover around $1,975–$2,040 per ton, with consensus forecasts suggesting stability in the $1,800–$2,400 per ton range and modest upside potential from renewable energy storage battery demand despite ongoing toxicity concerns (Trading Economics, Lead Price Data, December 2025 and International Lead and Zinc Study Group projections).

 

Gold

 

While gold is not a main commodity of the Rainbow Block, we believe there is a significant amount of gold present in the Rainbow Block. Historical gold production in the Rainbow Block district totaled 2.92 million ounces. However, this production figure may not represent the full gold potential of Rainbow Block, as Anaconda did not routinely include gold in its regular assaying program. Gold assays were typically performed only when visible gold was noted or in specific areas known to carry higher gold values. This limited sampling approach was economically rational at the time, given that gold prices were fixed at $20 per ounce until 1934, and then at $35 per ounce until 1971. With current spot gold prices exceeding $4,200 per ounce (December 2025), zones that were historically uneconomic or untested for gold may potentially represent significant value (source: Reuters, Gold jumps over 2% to all-time peak, silver follows with record gain, December 22, 2025).

 

Modern exploration, with comprehensive multi- element analyses, will be required to fully evaluate the gold potential across our properties. However, it is our belief that some of the vein-hosted, peripheral mineralization present at the deposit may have the potential for high-grade gold occurrences. This potential remains largely untested, as historical sampling practices focused primarily on silver, zinc, copper, and lead. Modern exploration, with comprehensive multi-element analyses, will be required to fully evaluate the gold potential across Rainbow Block.

 

 

Figure: Gold Commodity Price January 31, 2014, to September 30, 2025 (IMF, 2025)

 

Market analyst predictions expect the value of gold to continue with an upward trend as rising inflation has resulted in an increase in the number of investors diversifying their portfolios into gold (Goldman Sachs, Gold Is Forecast to Rise 6% by the Middle of 2026, September 30, 2025).

 

Competitive Conditions

 

The mining business is competitive in all phases of exploration, development and production. We compete with a number of other exploration and mining companies in the search for and acquisition of, mineral properties, many of whom have greater financial resources. As a result of this competition, we may be unable to acquire attractive mineral properties in the future on terms we consider acceptable. We also compete for financing with other resource companies, many of whom have greater financial resources and/or more advanced properties. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favorable to us.

 

 

Our ability to acquire properties largely depends on our success in exploring and developing our present properties and on our ability to select, acquire and bring to production suitable properties or prospects for mineral exploration and development. We may compete with other exploration and mining companies for the procurement of equipment and for the availability of skilled labor. Factors beyond our control may affect the marketability of minerals mined or discovered by us. See “Risk Factors” in this prospectus.

Raw Materials

We use critical components such as water, electrical power, and propane/natural gas in our business, all of which are readily available in Butte.

Employees and Contractors

As of December 15, 2025, we have engaged four contractors and twelve employees. Our contractors all serves us part-time. These contractors provide management, technical, administrative, accounting and legal services to us. We believe the contractors are an efficient use of our resources, providing us greater flexibility in our cost structure as we commence exploration programs. However, there are risks associated with our planned reliance upon third parties for substantial parts of our activities.

Seasonality

The mining business is subject to mineral price and investment climate cycles. The marketability of minerals is also affected by worldwide economic and demand cycles. In recent years, the significant demand for minerals in some countries has driven increased commodity process. It is difficult to assess if the current commodity prices are long-term trends, and there is uncertainty as to the recovery, or otherwise, of the world economy. If global conditions weaken and commodity prices decline as a consequence, a continuing period of lower prices could significantly affect the economic potential of the Rainbow Block and the other properties.

Artificial Intelligence

We use proprietary artificial intelligence technology to review and analyze our extensive database of drilling and exploration results on our properties and prioritize and plan our exploration activities. We use this technology to assist us in making more informed decisions on exploration methods, drilling plans and locations and other exploration activities. We use the technology as a tool only and it is only one factor considered by management in determining the Company’s exploration plans on its properties, along with the experience and judgment of the management team, the assessment of the Company’s consultants and the practical nature of our drilling programs and cost efficiency.

Government Regulation

The exploration and development of a mining prospect is subject to regulation by a number of federal and state government authorities. These include the United States Environmental Protection Agency (“EPA”), the United States Bureau of Land Management (“BLM”), and the United States Forest Service as well as the various state environmental protection agencies. The regulations address many environmental issues relating to air, soil and water contamination and apply to many mining related activities including exploration, mine construction, mineral extraction, ore milling, water use, waste disposal and use of toxic substances. In addition, we are subject to regulations relating to labor standards, occupational health and safety, mine safety, general land use, export of minerals and taxation. Many of the regulations require permits or licenses to be obtained and the filing of “Notices to Conduct Mineral Exploration Activities” (Notice level permit) and Plans of Operations, the absence of which or inability to obtain will adversely affect the ability for us to conduct our exploration, development and operation activities. The failure to comply with the regulations and terms of permits and licenses may result in fines or other penalties or in revocation of a permit or license or loss of a prospect.

If our future mine wastes, if any, were treated as hazardous waste or such wastes resulted in operations being designated as a “Superfund” site under CERCLA (“Superfund”) for cleanup, material expenditures would be required for the construction of additional waste disposal facilities or for other remediation expenditures. Under CERCLA and its comparable state law, CECRA, any present owner or operator of a Superfund site or an owner or operator at the time of its contamination generally may be held liable and may be forced to undertake remedial cleanup action or to pay for the government’s cleanup efforts. Such owner or operator may also be liable to governmental entities for the cost of damages to natural resources, which may be substantial. Additional regulations or requirements may also be imposed upon our future tailings and waste disposal, if any, in Montana under the CWA and state law counterparts. We have reviewed and considered current federal legislation relating to climate change and we do not believe it to have a material effect on our operations. Additional regulation or requirements under any of these laws and regulations could have a materially adverse effect upon our results of operations.

 

Montana

 

Mining activities on patented lands in Montana are primarily regulated by the Montana Department of Environmental Quality (DEQ) under the Metal Mine Reclamation Act and associated administrative rules. While patented mining claims constitute private property with secure mineral rights, all mining operations remain subject to comprehensive state environmental regulations regardless of surface ownership status.

 

The DEQ administers several key permits relevant to mining operations on patented lands:

 

Exploration License: Required for all exploration activities that physically disturb the surface. The license application must include detailed maps, proposed exploration methods, and reclamation plans. Exploration activities typically require posting a reclamation bond based on the extent of planned disturbance. Exploration licenses are issued for one year and must be renewed annually until reclamation is completed and approved.

 

Operating Permit: Required for mining operations exceeding 5 acres of surface disturbance or removing more than 36,500 tons of material annually. The operating permit application process requires detailed environmental baseline studies, operating plans, and comprehensive reclamation planning. The DEQ conducts an environmental review under the Montana Environmental Policy Act, which may require preparation of an Environmental Assessment (EA) or Environmental Impact Statement (EIS) depending on the potential impacts.

 

Water Quality Permits: Mining operations affecting water resources require Montana Pollutant Discharge Elimination System permits for any discharges to surface waters, and may require groundwater permits depending on potential impacts to aquifers.

 

Air Quality Permits: Required for operations that may generate significant air emissions, including dust from mining activities or emissions from processing facilities.

 

The DEQ coordinates with other state agencies including the Department of Natural Resources and Conservation for water rights, and may consult with the Montana State Historic Preservation Office regarding cultural resources impacts. For operations that may affect state-listed threatened or endangered species, coordination with Montana Fish, Wildlife & Parks may be required.

 

Mining operations on patented lands adjacent to public lands may also trigger additional review by federal agencies if there are potential impacts to federal resources, even though BLM or Forest Service permits would not be required for activities confined to patented claims.

 

All mining operations in Montana, regardless of land status, must comply with state-specific reclamation standards, which typically require contemporaneous reclamation, post-closure water quality protection measures, and financial assurance mechanisms adequate to complete reclamation if the operator fails to do so.

 

 

Environmental Regulation

 

Our exploration and development activities, as well as any current or future operations, are subject to extensive governmental regulations for the protection of the environment, including regulations relating to air and water quality, mine reclamation, solid and hazardous waste handling and disposal and the promotion of occupational health and safety, which may adversely affect us or require us to expend significant funds in order to comply with such regulations. There is also a risk that environmental and other laws and regulations may become more onerous, making it more costly for us to remain in compliance with such laws and regulations, which could result in the incurrence of additional costs and operational delays or the failure of our business.

 

All phases of our operations in Montana will be subject to extensive federal and state environmental regulation, including:

 

●

The CERCLA;

  

●

The RCRA;

 

●

The CAA;

 

●

The NEPA;

 

●

The CWA;

 

●

The SDWA;

 

●

The MSHA;

 

●

The ESA;

 

●

The NHPA;

 

●

The CERCA;

 

●

The MMRA;

 

●

The MEPA;

 

●

The MWQA;

 

●

The CAAM; and

 

●

Workers Compensation Laws.

 

These environmental regulations require us to obtain various operating approvals and licenses and also impose standards and controls relating to exploration, development and production activities. Montana state statutes and regulations also establish reclamation and financial assurance requirements for mining operations and require that mining projects in Montana obtain a reclamation permit. Mining projects are required to prepare a reclamation plan and provide financial assurance to ensure that the reclamation plan is implemented upon completion of operations. Compliance with federal and state regulations could result in delays in beginning or expanding operations, incurring additional costs for cleanup of hazardous substances, payment of penalties for discharge of pollutants, and post-mining reclamation and bonding, all of which could have an adverse impact on Silver Bow Mining’s financial performance and results of operations. See “Risk Factors”. We maintain, and anticipate continuing to maintain, a policy of operating our business in compliance with all environmental laws and regulations.

 

LEGAL PROCEEDINGS

 

From time to time, we or our subsidiaries may become involved in ordinary routine litigation incidental to the business, to which we or any of our subsidiaries are a party, or of which any of our property is the subject. However, as of the date of this registration statement, we are not involved in any material pending legal or governmental proceedings.

 

PROPERTY

 

Summary

 

Our primary Property is the Rainbow Block in Silver Bow County, Montana, and it is the focus of our exploration efforts. 

Figure 1: Rainbow Block - Location Map

 

Qualified Person

 

The disclosure in this prospectus of scientific and technical information regarding exploration results for the Rainbow Block has been reviewed and approved by Jacob Anderson, who is a qualified person under S-K 1300. Mr. Anderson is a licensed Certified Professional Geologist under the association of the American Institute of Professional Geologists.

 

The Rainbow Block

 

Technical Report Summary

 

The Rainbow Block Technical Report (as defined above) was prepared pursuant to S-K 1300 and has an effective date of December 31, 2024 and an issue date of May 27, 2025 (the “Rainbow Block Technical Report”).

The Rainbow Block Technical Report was prepared by Dahrouge Geological Consulting, a QP firm, in compliance with S-K 1300. The following disclosure is taken from parts of the Rainbow Block Technical Report or summarizes sections contained therein and has been prepared in accordance with the requirements of S-K 1300.

Property Description

The Rainbow Block, which consists of 129 patented mining claims totaling approximately 878 acres, located within Sections 6 and 7, Township 3N, Range 7W, and Sections 1, 11 and 12, Township 3N, Range 8W, in the Butte Mining District, Silver Bow County, Montana, USA. 

Figure 2: Rainbow Block Mineral Tenure Map

Location

The Rainbow Block is located in the Butte Mining District, Silver Bow County, Montana, USA. This block of claims is located in the northern part of Butte and within a portion of Walkerville. In the north central part of the Rainbow Block is the historic Alice Pit, and directly southeast of the block is the historic Berkeley Pit. Montana Resources LLP (“Montana Resources”) operates the active mine at the Continental Pit, producing copper and molybdenum concentrates east of the Rainbow Block.

Significant Minerals 

The Rainbow Block contains silver, gold, lead and zinc. Management believes the Rainbow Block may also contain critical minerals including copper, manganese, germanium, indium, and gallium. These minerals are important to our exploration and development plans and represent key targets for potential extraction. We desire to explore and develop these minerals, which are subject to various risks including exploration uncertainties, market demand fluctuations, and regulatory factors. Further assay work is required by the Company to substantiate the presence and quantity of these critical metals on the Rainbow Block.

Project Stage 

The Rainbow Block is an exploration stage project. There are no known mineral reserves on the Rainbow Block at this time. There has been insufficient exploration on the Rainbow Block to estimate a mineral reserve. It is uncertain if further exploration will result in the estimation of a mineral reserve. Historical exploration has been conducted on the property. We currently consider this location material to our operations. Our business plan is to continue exploration of the Rainbow Block to move towards completion of a feasibility study, at which point we will make a production determination, if economically and legally viable.

Accessibility, Local Resources and Infrastructure

Silver Bow County, located in southwestern Montana, is home to the unified government of Butte-Silver Bow, formed in 1977 when the city of Butte consolidated with Silver Bow County. As of the 2020 census, the county has a population of 34,494 residents, making Butte-Silver Bow the fifth-largest population center in Montana, covering 718 square miles.

Rainbow Block benefits from excellent transportation infrastructure. The Rainbow Block site is located just 2 miles from the intersection of two major interstate highways: Interstate 90, which runs east-west, and Interstate 15, which runs north-south. This strategic location provides efficient road access for both personnel and equipment.

Within the boundaries of Butte-Silver Bow lies Walkerville, a self-administered incorporated town considered a suburb of Butte. As of the 2020 census, Walkerville had a population of 639 residents.

Rail access is provided by two major lines that service the area. The Port of Montana railyard, situated 7 miles west of Butte, offers comprehensive logistics support including transload operations, distribution services, warehousing, and storage facilities. Both Union Pacific Railroad and BNSF Railway serve the Port, providing direct connections to West Coast shipping terminals. This rail service extends to within 1.5 miles of the Rainbow Block in Butte.

Air access is facilitated by Bert Mooney Airport on the southeast edge of Butte. The airport features modern terminal facilities and maintains regular domestic flight service through both Delta and United Airlines. The combination of highway, rail, and air transportation infrastructure positions the Rainbow Block advantageously for future development activities

The local business community provides comprehensive support services for mining operations. Industrial services include welding, metal fabrication, and machine shops. Equipment support is readily available through rental companies, parts suppliers, and heavy equipment contractors. Professional and technical services such as drilling contractors, engineering and environmental firms maintain local offices. The consumable products sector supported by vendors of mine and office materials, industrial parts, petroleum products, and explosives.

Butte hosts several institutions critical to mining sector development. Montana Technological University offers programs in geological, mining, environmental, metallurgical, and other engineering disciplines. The city is also home to the Montana Bureau of Mines and Geology and the Center for Advanced Materials Processing.

While Butte provides most essential services locally, additional support is available in nearby cities. Bozeman lies 90 miles to the east, Helena 65 miles to the north, and Missoula 120 miles to the west.

Rainbow Block benefits from proximity to significant power generation facilities. The Basin Creek natural gas power plant, with 54 MW capacity, is located 9 miles south of the site, and the Dave Gates natural gas power plant, 204 MW capacity, is situated 24 miles to the west.

The Rainbow Block features established infrastructure including a network of paved and unpaved roads, high-voltage power distribution systems, and water service infrastructure. Historical mine workings throughout the property could potentially be used for future development, including ventilation pathways, hoisting systems, and emergency egress routes.

The local workforce is well-experienced in open-pit operations, though underground mining expertise is currently limited. However, recruitment opportunities exist within a 4-hour drive along Interstate 90 east or west of Butte, where several major underground operations maintain experienced workforces.

This infrastructure foundation, combined with local technical expertise and educational resources, positions the Rainbow Block favorably for potential future development.

Ownership

We hold the mineral interests in the Rainbow Block, which consists of 129 patented mining claims located within Sections 6 and 7, Township 3N, Range 7W, and Sections 1, 11 and 12, Township 3N, Range 8W. In many cases the surface interests have been severed from the mineral interests.

Title to the mineral rights for the Rainbow Block is held directly by Ferry Lane Limited, a wholly owned subsidiary of Silver Bow Mining Corp.

Geology, Mineralization and Deposit

The Butte porphyry copper-molybdenum deposit is hosted within the Late Cretaceous Butte Quartz Monzonite (BQM), which is part of the Boulder Batholith in Silver Bow County, Montana. The BQM classifies as a biotite-hornblende granite, dated at approximately 76.5 million years ago.

The Boulder Batholith comprises the Butte Granite and various satellite plutons emplaced into older Mesoproterozoic to Mesozoic sedimentary units and possibly coeval Elkhorn Mountains Volcanics. The batholith is elongated NNE–SSW, bounded by the Lewis and Clark Line to the north and a major East–West fault to the south that delineates the transition to Archean basement. Magmatism in the region is attributed to the subduction of the Farallon Plate, initially producing Elkhorn Volcanics and followed by emplacement of multiple intrusive phases ranging from mafic to felsic. Mineralization at Butte is hosted entirely within the BQM and associated quartz porphyry dikes. These dikes, characterized by orthoclase phenocrysts and quartz eyes, predate the Pre-Main Stage porphyry Cu-Mo mineralization.

Two stages of mineralization occurred in this deposit; the earlier “Pre-Main Stage” mineralization is currently being mined at the adjacent Montana Resources’ Continental Open Pit Mine. The later “Main Stage” mineralization created wide mineralized veins that have historically been mined both underground and open pit methods. These polymetallic veins are rich in copper, zinc, manganese, lead, silver, and gold bearing minerals. The vein systems were accessed through the thousands of miles of historical underground workings.

Main Stage mineralization in the Butte Mining District is concentrically zoned with copper-dominated veins located closest to the Anaconda porphyry core (Central Zone). These veins transition to copper-zinc veins within the Intermediate Zone and then to silver-zinc-lead-manganese-gold dominated veins in the Peripheral Zone.

Our mineral claims cover a significant portion of the Peripheral Zone and part of the Intermediate zone mineralization and include some of the most persistent vein systems in the Butte Mining District.

Faulting throughout the Butte Mining District occurred in conjunction with and after vein formation as veins often display varying degrees of syn- and post-mineralization shearing and faulting. Vein offset due to faulting are generally minimal and usually do not significantly impact vein continuity.

Exploration History

The Butte Mining District is a well-known mining district, historically mined economically for an extensive period. Mining operations within the Rainbow Block generated extensive channel sample data and drill hole information some of which has been utilized for the compilation of the vein geological models and the estimation of the mineral resource.

New Butte Mining commenced a drilling program in late 1987, drilling a total of 33 reverse circulation drillholes from December 1987 through January 1988, for a total of 4,734 ft drilled. The Reverse Circulation Drilling was focused on the Rainbow vein system. A diamond drill coring program commenced at the end of 1987 and continued through 1990, with holes collared from both surface and underground stations. Surface drilling concluded in January 1989 after completing 46 drillholes totaling 21,687 ft. Surface drilling targeted multiple veins, including the Lexington, State, Chief Joseph, Grey Rock and Rainbow. Drillholes ranged from -45° to -80° in dip, at various azimuths. Underground drilling commenced in June 1988 and continued through June 1990. Forty-four underground diamond drill core holes were completed at dips of -70° to 30° and with varying azimuths, for a total of 10,969 ft. Underground drilling targeted the Missoula, the Lexington Horsetails and the Chief Joseph and Grey Rock veins.

The most recent mineral resource estimate available that in part included the Rainbow Block was completed by the Anaconda Mining Company in 1978 following ARCO’s acquisition. Anaconda recommended “extraction by present day mining technology: open pit mining, large scale block cave mining, highly mechanized bulk underground mining, and selective underground mining employing proven Butte mining practices” (Miller, 1978).

Historical production in the Butte Mining District dating from 1881 resulted in levels of production to make it one of the top silver, zinc, and copper producers in the world.

Permitting and Licensing

The State of Montana requires an Exploration License for all exploration activities on Rainbow Block. The application must include detailed surface maps and proposed prospecting activity including exploration methods. A reclamation and re-vegetation bond must be posted before the license is issued. The license is renewed annually and remains active until a full bond release is granted following a formal reclamation inspection by the Department of Environmental Quality. Annual renewals require documentation of completed work and planned activities for the upcoming year.

Licenses and permits in place are the Exploration License, Stormwater Pollution Prevention Plan, Butte-Silver Bow County Business License. These are currently renewed annually and are currently valid.

Permit / License		Reference No.		Issued By		Date Granted		Validity
Exploration License		000857		DEQ		10/08/2021		Annual
Stormwater Pollution Prevention Plan (SWPPP)		109160		DEQ		09/18/2021		Annual
Butte-Silver Bow County Business License		3497		BSB		01/11/2021		Annual

  

We obtained an Exploration License from the DEQ for the Rainbow Block in 2021. Under Montana’s Metal Mine Reclamation Act, exploration licenses are valid for one year from the date of issuance and require annual renewal. An amendment application has been submitted by the Company for review by the DEQ, with approval anticipated in early 2026.

We hold Exploration License No. 000857 issued by the Montana Department of Environmental Quality (DEQ) in October 2021. The current license authorizes:

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Surface Drilling Program:

 

○

Up to 10 diamond drill pads

 

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35 diamond drill holes

 

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Up to 1500 feet below surface

○

Total drilling of 29,300 ft

 

○

Associated surface disturbance and access

Underground Rehabilitation:

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Rehabilitation of the Chief Joseph portal and decline

 

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Repair of underground workings

 

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Installation of required ground support

 

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Extraction of up to 10,000 tons of mineralized material for testing purposes only

 

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Ventilation system upgrades

 

We are submitting an amendment application to the DEQ to expand the scope of permitted activities to include:

 

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Development of a new exploration decline

 

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Additional underground exploration drill stations

 

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Associated surface support infrastructure

Surface Rights

We own approximately 215 acres of private surface lands in the Rainbow Block which may be utilized for development of the Rainbow Block, with remaining portions of Rainbow Block’s surface rights being owned by third parties. Some of the surface rights related to areas zoned for use that are not compatible with mineral exploration.

Water Rights

We do not currently own any water rights. All historic water rights were either abandoned or deeded to third parties. Water needed for exploration activities is available for purchase from Butte-Silver Bow Water Utility Division at an existing onsite hydrant. We may eventually secure additional water rights for project development purposes.

Government Mining Taxes, Levies and Royalties

We have granted a NSR of 2% from all products (including precious metals, copper, zinc, lead, manganese, molybdenum, rare earth elements, and other metallic products) produced and sold from Rainbow Block. We have the exclusive right to buy out the full NSR for $7,500,000, with this price remaining fixed until 2035, after which it will be adjusted based on published inflation rates. There are no other known third-party royalties, payments, or other agreements or encumbrances.

Environmental Liabilities

The Rainbow Block is situated within the Silver Bow Creek/Butte Area Superfund site, which is governed by two key consent decrees; The Butte Priority Soils Operable Unit (BPSOU) Consent Decree (2020) and The Butte Mine Flooding Operable Unit (BMFOU) Consent Decree (2002).

Under the BMFOU Consent Decree, Montana Resources LLP treats contaminated groundwater before it enters Silver Bow Creek. This treatment obligation is part of the broader environmental management framework for the Butte Mining District.

Environmental indemnification for a substantial portion of the Property is governed by the ARCO Indemnification Agreement. The ARCO Indemnification Agreement describes ARCO's Indemnification to Ferry Lane Limited and Ferry Lane's Indemnification to ARCO.

This ARCO Indemnification Agreement forms part of a comprehensive settlement addressing environmental cleanup and remediation requirements at the Silver Bow Creek/Butte Area National Priorities List (NPL) Site. The settlement was negotiated under CERCL.

Drilling

Drilling has occurred on the Property starting in 1959 with a diamond drilling program by the Anaconda Company. A RC program was implemented by Anaconda in 1981. New Butte Mining completed both underground and surface diamond core drilling campaigns from 1987 through 1990.

Eight diamond drill holes totaling 4,780.5 ft were completed by the Company, from October 2021 to January 2022, to confirm historical high-grade intercepts, provide infill data, and determine the extent of vein systems.

Core recovery from all eight BJS21 holes averaged 89%. 

Our drilling results from the 2021-2022 program that targeted the Rainbow-Alice and Lexington-Missoula veins reveal several notable intervals. These intercept intervals include 43.5 feet in the Rainbow-Alice vein in hole BJS21-03, averaging 3.60 Ag opt 1.7% lead and 2.6% zinc from 410.5 to 454.0 feet, with a 1.4-foot interval yielding 13.27 opt silver and 36.5 opt Ag-Eq from 445.5 to 446.9 feet. Other significant intercepts include 46 feet in Rainbow-Alice hole BJS21-23, which averaged 2.32 Ag opt and 8.5 opt Ag-Eq from 419.0 to 465.0 feet, and a Lexington-Missoula hole BJS21-31, which intersected 7.1 feet averaging 4.31 Ag opt and 10.8 opt Ag-Eq from 309.5 to 316.6 feet. These intervals display variable yet noteworthy gold, silver, and base metal contents, especially in higher-grade zones with significant Ag-Eq values.

 

See full results in Table 1.

 

Table 1: Significant Drill Intersections Our 2021 – 2022 drilling program and historical drill programs by Anaconda and New Butte Mining.

 

Vein Intercept	Hole ID	Dip	Azimuth	From	To	Interval	Au	Ag	Pb	Zn	Ag Eq
		(deg)	(deg)	(ft)	(ft)	(ft)	(opt)	(opt)	(%)	(%)	(opt)
Rainbow-Alice	BJS21-03	-60	160	410.5	454.0	43.5	0.014	3.60	1.7	2.6	8.3
	including			445.5	446.9	1.4	0.045	13.27	10.1	13.1	36.5
Rainbow-Alice	BJS21-23	-40	0	419.0	465.0	46.0	0.010	2.32	2.1	4.6	8.5
	including			425.0	430.0	5.0	0.015	5.51	3.4	9.2	16.6
Badger-State	BJS21-24	-60	180	225.5	238.5	13.0	0.012	4.34	0.2	1.2	6.4
	including			230.0	235.0	5.0	0.019	7.20	0.3	0.9	9.8
Rainbow-Alice	BJS21-25	-45	350	19.0	33.5	14.5	0.027	5.31	1.1	1.5	9.9
Rainbow-Alice	BJS21-26	-60	180	97	110.0	13.0	0.017	3.03	3.2	4.2	10.7
	including			97.0	102.0	5.0	0.009	2.10	5.5	6.2	12.7
Lexington-Missoula	BJS21-31	-50	325	309.5	316.6	7.1	0.022	4.31	0.8	5.4	10.8
	including			311.5	315.2	3.7	0.041	8.20	1.3	10.0	20.0
Edith May	391-301	-90	0	40	50	10.0	58.3	0.149	42.8	0.3	0.37
Goldsmith Splay	3C_DDHSE	-39	156	68	71	3.0	22.0	0.046	17.2	0.2	0.05
Rainbow-Alice	3C_DDHSE	-39	156	176	182.5	6.5	53.1	0.192	27.3	2.7	4.4
Skyrme	NBM88-12	-45	200	344	347	3.0	33.0	0.043	19.2	1.9	7.8
Chief Joseph	NBM88-3	-60	200	593	596	3.0	39.3	0.123	16.8	3.1	7.6
Chief Joseph	NBM88-4C	-55	175	786	791	5.0	60.2	0.233	24.8	2.1	10.1
Chief Joseph	NBM88-7	-45	187	345	349	4.0	83.4	0.222	50.6	4.1	7.3
Lexington-Missoula	NBM88-U19	-12	0	174	185	11.0	223.8	1.308	82.9	2.4	8.0
High Ore	NBM89-1	-30	354	256.1	259.4	3.3	57.9	0.287	22.2	3.2	4.5
Wild Bill	NBM89-2	-35	355	268.5	274.7	6.2	45.7	0.164	8.6	5.2	16.2
State	NBM90-U3	0.4	4	305	313	8.0	39.5	0.090	13.1	2.5	14.9

Sampling, Analysis and Data Verification¹⁷