Silver Bull Resources, Inc 8-K, filed Dec 23, 2020
Silver Bull Resources, Inc. (SVBL)
About this 8-K
Silver Bull Resources, Inc filed this 8-K on December 23, 2020, reporting on events of December 22, 2020.
Items reported
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): | December 22, 2020 |
Silver Bull Resources, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-33125 | 91-1766677 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) |
(I.R.S. Employer Identification Number) | ||
777 Dunsmuir Street, Suite 1610 Vancouver, B.C. |
V7Y 1K4 | |||
| (Address of principal executive offices) | (Zip Code) | |||
| Registrant’s telephone number, including area code: | 604-687-5800 |
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On December 22, 2020, Silver Bull Resources, Inc. (“Silver Bull” or the “Company”) held a special meeting of shareholders (the “Meeting”). At the Meeting, two proposals were submitted to the shareholders for approval as set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 6, 2020. As of the record date, October 23, 2020, a total of 29,542,365 shares of Silver Bull common stock were outstanding and entitled to vote. In total, 14,841,843 shares of Silver Bull common stock were present in person or represented by proxy at the Meeting, which represented approximately 50.23% of the shares outstanding and entitled to vote as of the record date.
The affirmative vote of the holders of a majority of the outstanding shares of Silver Bull common stock was required to approve each of the two proposals to increase the number of authorized shares and to change the Company’s name. Because holders with less than a majority of the outstanding shares of Silver Bull common stock voted “FOR” both proposals (35.91% and 41.96%, respectively), neither proposal was approved at the Meeting. The votes on the proposals were cast as set forth below:
1. Proposal No. 1 – Approval and adoption of amended and restated articles of incorporation of the Company to increase the number of authorized shares of common stock from 37.5 million to 300 million and to make certain non-substantive amendments.
For |
Against |
Abstain |
| 10,609,621 | 3,692,732 | 539,490 |
2. Proposal No. 2 – Approval and adoption of amended and restated articles of incorporation of the Company to change the Company’s name to MaxMetals Corp.
For |
Against |
Abstain |
| 12,396,166 | 2,169,066 | 276,611 |
| Item 7.01 | Regulation FD Disclosure. |
On December 23, 2020, the Company issued a press release regarding the Meeting. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information set forth in this Item 7.01, including the information set forth in Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release, dated as of December 23, 2020 |
| |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SILVER BULL RESOURCES, INC. | ||
| Date: December 23, 2020 | By: | /s/ Christopher Richards |
| Name: | Christopher Richards | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
| December 23, 2020 | OTCQB: SVBL, TSX: SVB |
SILVER BULL ANNOUNCES VOTING RESULTS OF SPECIAL MEETING OF SHAREHOLDERS
VANCOUVER, BC – (December 23, 2020) – Silver Bull Resources, Inc. (TSX: SVB, OTCQB: SVBL) (“Silver Bull” or the “Company”) announces the detailed voting results of the proposals considered at its special meeting of shareholders held on December 22, 2020 (the “Meeting”). A total of 14,841,843 or 50.23% of the Company’s issued and outstanding shares were represented at the Meeting. The following provides the voting results for each of the resolutions:
| Proposal | Votes For | Votes For as a % of Outstanding Shares | Votes Against | Votes Against as a % of Outstanding Shares | Votes Abstain | Votes Abstained as a % of Outstanding |
| Increase Authorized Shares of Common Stock | 10,609,621 | 35.91% | 3,692,732 | 12.50% | 539,490 | 1.83% |
| Change the Company’s Name | 12,396,166 | 41.96% | 2,169,066 | 7.34% | 276,611 | 0.94% |
As the proposals involved amendments to the Company's articles of incorporation, approval from a majority of the outstanding shares of Silver Bull common stock was required. As a majority in favour was not received for either proposal, neither proposal was approved.
President and CEO, Tim Barry stated: “We would like to thank those shareholders who took the time to vote on these matters that are very important to the future growth and advancement of the Company, however also express our great disappointment that shareholders owning half of the Company’s outstanding shares chose not to vote on what should be considered routine and uncontroversial matters. As mentioned in previous news releases, leading independent proxy advisor firms Institutional Shareholder Services (ISS) and Glass Lewis & Co. had recommended shareholders vote “FOR” both proposals.
So it is very clear to all shareholders, management must now consider all available options for our next step. We see great potential for the Company’s Sierra Mojada Project as well as in Kazakhstan with the Beskauga Project, should it pass due diligence, and we will seek to find alternative ways to finance and move these projects forward.”
Full details of the proposals are fully described in the Company’s definitive proxy statement filed on November 6, 2020 available on SEDAR at www.sedar.com, and on EDGAR at www.sec.gov.
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About Silver Bull
Silver Bull is a Vancouver-based mineral exploration company whose shares are listed on the TSX and trade on the OTCQB in the United States. Silver Bull recently signed an Option Agreement to acquire the Beskauga Copper-Gold Project, located in North Eastern Kazakhstan. This agreement is subject to on the ground due diligence, which is now underway, and is expected to be completed on or before January 15, 2021. In addition, Silver Bull owns the Sierra Mojada Project which is located 150 kilometers north of the city of Torreon in Coahuila, Mexico, and is highly prospective for silver and zinc. Sierra Mojada is currently under a joint venture option with South32 International Investment Holdings Pty Ltd.
On behalf of the Board of Directors
“Tim Barry”
Tim Barry, CPAusIMM
Chief Executive Officer, President and Director
INVESTOR RELATIONS:
+1 604 687 5800
info@silverbullresources.com
Cautionary note regarding forward looking statements: Certain statements in this news release are “forward-looking” within the meaning of applicable securities legislation. Forward-looking statements can generally be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. Forward-looking statements include, but are not limited to, statements relating to ways to finance and move forward the Sierra Mojada Project and Beskauga Project and the completion of due diligence in respect of the Beskauga Option Agreement. Forward-looking statements are necessarily based upon the current belief, opinions and expectations of management that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and other contingencies. Many factors could cause the Company’s actual results to differ materially from those expressed or implied in the forward-looking statements. These factors include, among others, market prices, metal prices, availability of capital and financing, general economic, market or business conditions, as well as other risk factors set out under the heading “Risk Factors” in the Annual Report on Form 10-K for the year ended October 31, 2019, which is available on SEDAR at www.sedar.com. Investors are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty therein.