Silver Bull Resources, Inc 10-Q for FY2025 Q1
Silver Bull Resources, Inc. (SVBL)
About this 10-Q
Silver Bull Resources, Inc filed this 10-Q on March 13, 2025, covering the quarter ended January 31, 2025 (FY2025 Q1).
Headline figures
Quarter ended January 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $102.39K
- compared with a net loss of $192.68K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _________ TO _________. |
Commission File Number:
(Exact name of registrant as specified in its charter)
| State or other jurisdiction of incorporation or organization | (I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area
code:
Securities registered pursuant to Section 12(b) of
the Act:
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See 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 ☐ | |
| Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐
No
As of March 13, 2025, there were
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
TABLE OF CONTENTS
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| 2 |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
January 31, 2025 |
October 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents (Note 14) | $ | $ | ||||||
| Other receivables | ||||||||
| Accounts receivable (Note 5) | ||||||||
| Prepaid expenses and deposits | ||||||||
| Due from related party (Note 7) | ||||||||
| Total Current Assets | ||||||||
| Value-added tax receivable, net of allowance for uncollectible taxes of $ | ||||||||
| Office and mining equipment, net (Note 9) | ||||||||
| Property concessions (Note 10) | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities and expenses | ||||||||
| Income tax payable | ||||||||
| Warrant derivative liability (Note 13) | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| COMMITMENTS AND CONTINGENCIES (Note 15) | ||||||||
| STOCKHOLDERS’ EQUITY (Notes 11, 12 and 13) | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Other comprehensive income | ||||||||
| Total Stockholders’ Equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| 3 |
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)
| Three Months Ended January 31, | |||||||||
| 2025 | 2024 | ||||||||
| REVENUES | $ | $ | |||||||
| EXPLORATION AND PROPERTY HOLDING COSTS | |||||||||
| Exploration and property holding costs | |||||||||
| Depreciation (Note 9) | |||||||||
| Funding Agreement reimbursement (contra expense) (Note 5) | ( | ) | ( | ) | |||||
| TOTAL EXPLORATION AND PROPERTY HOLDING COSTS | |||||||||
| GENERAL AND ADMINISTRATIVE EXPENSES | |||||||||
| Personnel | |||||||||
| Office and administrative | |||||||||
| Professional services (Note 4) | |||||||||
| Directors’ fees | |||||||||
| Provision for uncollectible value-added taxes (Note 8) | |||||||||
| Funding Agreement reimbursement (contra expense) (Note 5) | ( | ) | ( | ) | |||||
| TOTAL GENERAL AND ADMINISTRATIVE EXPENSES | |||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | |||||
| OTHER INCOME (EXPENSES) | |||||||||
| Interest income | |||||||||
| Foreign currency transaction gain | |||||||||
| Change in fair value of warrants derivative liability (Note 13) | ( | ) | ( | ) | |||||
| Miscellaneous income | |||||||||
| TOTAL OTHER INCOME (EXPENSES) | ( | ) | |||||||
| LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | |||||
| INCOME TAX EXPENSE | ( | ) | ( | ) | |||||
| NET AND COMPREHENSIVE LOSS | ( | ) | ( | ) | |||||
| BASIC AND DILUTED NET LOSS PER COMMON SHARE (Note 6) | $ | ( | ) | $ | ( | ) | |||
| BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | |||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| 4 |
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)
| Common Stock | |||||||||||||||||||||||
| Number of Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | Other Comprehensive Income | Total Stockholders’ Equity | |||||||||||||||||||
| Three months ended January 31, 2025 | ||||||||||||||||||||||||
| Balance, October 31, 2024 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Stock option activity as follows: | ||||||||||||||||||||||||
| - Stock-based compensation for options issued to directors, officers, employees, and advisors (Note 12) | — | |||||||||||||||||||||||
| Net loss for the three-month period ended January 31, 2025 | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance, January 31, 2025 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Common Stock | |||||||||||||||||||||||
| Number of Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | Other Comprehensive Income | Total Stockholders’ Equity | |||||||||||||||||||
| Three months ended January 31, 2024 | ||||||||||||||||||||||||
| Balance, October 31, 2023 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Stock option activity as follows: | ||||||||||||||||||||||||
| - Stock-based compensation for options issued to directors, officers, employees, and advisors (Note 12) | — | |||||||||||||||||||||||
| Net loss for the three-month period ended January 31, 2024 | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance, January 31, 2024 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| 5 |
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended January 31, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used by operating activities: | ||||||||
| Depreciation (Note 9) | ||||||||
| Provision for uncollectible value-added taxes (Note 8) | ||||||||
| Foreign currency transaction (gain) loss | ( | ) | ||||||
| Stock options issued for compensation (Note 12) | ||||||||
| Change in fair value of warrant derivative liability (Note 13) | ||||||||
| Miscellaneous income | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Other receivables | ( | ) | ||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expenses and deposits | ||||||||
| Due from related party (Note 7) | ( | ) | ( | ) | ||||
| Accounts payable | ( | ) | ||||||
| Accrued liabilities and expenses | ||||||||
| Value-added tax receivable (Note 8) | ( | ) | ( | ) | ||||
| Income tax payable | ||||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITY: | ||||||||
| Loan repayment | ( | ) | ||||||
| Net cash used in financing activity | ( | ) | ||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents beginning of period | ||||||||
| Cash and cash equivalents end of period | $ | $ | ||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| 6 |
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
Three Months Ended January 31, | ||||||||
| 2025 | 2024 | |||||||
| SUPPLEMENTAL CASH FLOW DISCLOSURES: | ||||||||
| Income taxes paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
| 7 |
NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN
Silver Bull Resources, Inc. (the “Company”) was incorporated in the State of Nevada on November 8, 1993 as the Cadgie Company for the purpose of acquiring and developing mineral properties. The Cadgie Company was a spin-off from its predecessor, Precious Metal Mines, Inc. On June 28, 1996, the Company’s name was changed to Metalline Mining Company. On April 21, 2011, the Company’s name was changed to Silver Bull Resources, Inc. The Company’s fiscal year-end is October 31. The Company has not realized any revenues from its planned operations and is considered an exploration stage company. The Company has not established any reserves with respect to its exploration projects and is not expected to enter into the development stage with respect to any of its projects.
The Company owns a number of property concessions located in Coahuila, Mexico (collectively known as the “Sierra Mojada Property”). The Company conducts its operations in Mexico through its wholly-owned subsidiary corporations, Minera Metalin S.A. de C.V. (“Minera Metalin”) and Minas de Coahuila SBR S.A. de C.V. (“Minas”).
On April 16, 2010, Metalline Mining Delaware, Inc., a wholly-owned subsidiary of the Company incorporated in the State of Delaware, was merged with and into Dome Ventures Corporation (“Dome”), a Delaware corporation. As a result, Dome became a wholly-owned subsidiary of the Company. Dome has a wholly-owned subsidiary Dome Asia Inc., incorporated in the British Virgin Islands.
On April 23, 2023, Nomad Minerals Ltd. (“Nomad Minerals"), a wholly-owned subsidiary of the Company, was incorporated in British Columbia, Canada. On April 28, 2023, Nomad Metals Limited was incorporated at Astana International Financial Centre in Astana, Republic of Kazakhstan, as a wholly-owned subsidiary of Nomad Minerals.
The Company’s efforts and expenditures have been concentrated on the exploration of properties, principally in the Sierra Mojada Property located in Coahuila, Mexico (the “Sierra Mojada Project”). The Company has not determined whether its exploration properties contain ore reserves that are economically recoverable. The ultimate realization of the Company’s investment in exploration properties is dependent upon the success of future property sales, the existence of economically recoverable reserves, and the ability of the Company to obtain financing or make other arrangements for exploration, development, and future profitable production activities. The ultimate realization of the Company’s investment in exploration properties cannot be determined at this time.
The Company is presently pursuing an Arbitration Claim (the “Arbitration” or the “Claim”) against the United Mexican States (“Mexico”). The Arbitration arises from Mexico’s unlawful expropriation and other unlawful treatment of Silver Bull and its investments resulting from the illegal blockade of Silver Bull’s Sierra Mojada Property. The Company is continuing to seek out other exploration projects for potential development and investment.
Exploration Stage
The Company has established the existence of mineral resources for the Sierra Mojada Project. The Company has not established proven or probable reserves, as defined by the United States Securities and the U.S. Securities and Exchange Commission (the “SEC”) subpart 1300 of Regulation S-K (“S-K 1300”), through the completion of a “final” or “bankable” feasibility study for Sierra Mojada Project. Furthermore, the Company has no plans to establish proven or probable reserves for Sierra Mojada Project. As a result, the Company remains an exploration stage company, as defined by the SEC.
Beginning with the Company’s annual report on Form 10-K for the year ended October 31, 2022, the Company reports its mineral resources in accordance with S-K 1300.
| 8 |
Going Concern
Since its inception in November 1993, the Company
has yet to generate revenue and has incurred an accumulated deficit of $
Despite the arbitration finance in place, based on the Company’s constrained cash and cash equivalents, and history of losses, there exists a certain level of uncertainty regarding the Company’s ability to sustain its operation over the next 12 months as a going concern. While the Company entered into a Funding Agreement aimed at covering arbitration legal costs and certain other costs, supplemental fundraising will be essential to meet more extensive operational demands. Management plans to pursue possible financing and strategic options, including, but not limited to, obtaining additional equity financing, and the exercising of warrants by warrantholders. Management has successfully pursued these options previously and believes that they alleviate the substantial doubt that the Company can continue its operations for the next 12 months as a going concern. However, there is no assurance that the Company will be successful in pursuing these plans.
These interim condensed consolidated financial statements have been prepared on a going concern basis and do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary in the event the Company can no longer continue as a going concern. Such adjustments could be material.
NOTE 2 – BASIS OF PRESENTATION
The Company’s interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and applicable rules of the SEC regarding interim reporting. All intercompany transactions and balances have been eliminated during consolidation. Certain information and note disclosures typically included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The consolidated balance sheet at October 31, 2024, was derived from the audited consolidated financial statements. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the condensed consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended October 31, 2024.
All figures are in United States dollars unless otherwise noted.
The interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. In the opinion of management, the interim condensed consolidated financial statements furnished herein include all adjustments, all of which are of a routine recurring nature, necessary for a fair statement of the results for the interim periods presented. Uncertainties with respect to estimates and assumptions are inherent in the preparation of the Company’s interim condensed consolidated financial statements. Accordingly, operating results for the three months ended January 31, 2025, are not necessarily indicative of the results that may be expected for the fiscal year ending October 31, 2025, or any future period.
| 9 |
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies are defined in the Company’s Annual Report on Form 10-K for the year ended October 31, 2024 filed with the SEC on January 28, 2025.
Recent Accounting Pronouncements Not Yet Adopted
In December 2023, Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU expands public entities’ income tax disclosures by requiring disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. This ASU will be effective for fiscal years beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires public entities to disclose specified information about certain costs and expenses at each interim and annual reporting period, which includes amounts for inventory purchases, employee compensation, depreciation, intangible asset amortization, and expenses related to oil and gas activities. This ASU will be effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC did not or are not expected to have a significant impact on the Company’s present or future consolidated financial statements.
NOTE 4 – ILLEGAL BLOCKADE OF SIERRA MOJADA PROPERTY AND ICSID ARBITRATION
The Company’s efforts and expenditures have been concentrated on the exploration of properties, principally with respect to the Sierra Mojada Property located in Coahuila, Mexico.
On June 1, 2018, the Company and its subsidiaries
Minera Metalin and Contratistas de Sierra Mojada S.A. de C.V. entered into an earn-in option agreement (the “South32 Option Agreement”)
with South32 International Investment Holdings Pty Ltd (“South32”), a wholly-owned subsidiary of South32 Limited (ASX/JSE/LSE:
S32), whereby South32 was able to obtain an option to purchase
On October 11, 2019, the Company and its subsidiary Minera Metalin issued a notice of force majeure to South32 pursuant to the South32 Option Agreement. Due to an illegal blockade by a cooperative of local miners called Sociedad Cooperativa de Exploración Minera Mineros Norteños, S.C.L. (“Mineros Norteños”), the Company halted all work on the Sierra Mojada Property. The notice of force majeure was issued because the Company and its subsidiary Minera Metalin were unable to perform their obligations under the South32 Option Agreement due to the blockade. Pursuant to the South32 Option Agreement, any time period provided for in the South32 Option Agreement was to be generally extended by a period equal to the period of delay caused by the event of force majeure.
On August 31, 2022, due to the ongoing blockade of the site, the South32 Option Agreement was mutually terminated by South32 and the Company.
No portion of the equity value of the Company
was classified as temporary equity as the South32 Option had no intrinsic value. South32 paid $
As of March 13, 2025, the blockade by Mineros Norteños at, on and around the Sierra Mojada Property is ongoing, and the Company remains unable to access the Sierra Mojada Property.
| 10 |
On March 2, 2023, the Company filed the NAFTA Notice of Intent. The Company has been unable to access the project since the illegal blockade commenced in September 2019. Despite numerous demands and requests for action by the Company, Mexican governmental agencies have allowed this unlawful conduct to continue and, as such, failed to protect the Company’s investment.
The Company held a meeting with Mexican government officials in Mexico City on May 30, 2023, in an attempt to explore amicable settlement options and avoid arbitration. However, the 90-day period for amicable settlement under NAFTA expired on June 2, 2023, without a resolution.
On June 28, 2023, the Company commenced international arbitration proceedings against Mexico under the United States-Mexico-Canada Agreement (“USMCA”) and NAFTA (the “Arbitration”). The Arbitration was initiated under the Convention on the Settlement of Investment Disputes between States and Nationals of Other States process, which falls under the auspices of the World Bank’s International Centre for Settlement of Investment Disputes (“ICSID”), to which Mexico is a signatory.
On June 17, 2024, the Company filed its
Memorial submission with ICSID detailing the claim against Mexico as well as damages for the sum of $
The Company has engaged Boies Schiller Flexner (UK) LLP as its legal advisers on the legacy NAFTA claim.
NOTE 5 – ARBITRATION FINANCING
On September 5, 2023, the Company entered into
a litigation funding agreement (“Funding Agreement” or the “LFA”) with Bench Walk, a third party, which specializes
in funding litigation and arbitration claims. Under the terms of the LFA, Bench Walk has agreed to fund the Company with up to $
During the three months ended January 31, 2025, pursuant
to the terms of the LFA, the Company received a reimbursement of corporate operating costs in the amount of $
The Company agreed that Bench Walk shall be entitled
to receive a share of any proceeds arising from the Claim (the “Claim Proceeds”) of up to 3.5x Bench Walk’s capital
outlay (or, if greater, a return of 1.0x Bench Walk’s capital outlay plus
As security for Bench Walk’s entitlement to receive a share of the Claim Proceeds under the LFA, the Company granted to Bench Walk a security interest in the Claim Proceeds, the Claim, all documents of title pertaining to the Claim, rights under any appeal bond or similar instrument posted by any of the defendants in the Claim, and all proceeds of any of the foregoing.
| 11 |
During the three months ended January 31, 2025 and 2024, the following is a summary of the Company’s expenditures that have been incurred and reimbursed or are expected to be reimbursed from Bench Walk.
| January 31, 2025 | January 31, 2024 | |||||||
| Exploration and property holding costs | $ | $ | ||||||
| Personnel | ||||||||
| Office and administrative | ||||||||
| Professional services | ||||||||
| Directors’ fees | ||||||||
| Income taxes | ||||||||
| Changes for the period | ( | ) | ( | ) | ||||
| Accounts receivable | $ | $ | ||||||
| Accounts receivable – October 31, 2024 | $ | |||
| Expenditure incurred during the three months ended January 31, 2025 | ||||
| Funding received | ( | ) | ||
| Accounts receivable – January 31, 2025 | $ | |||
NOTE 6 – NET LOSS PER SHARE
The Company had stock options and warrants
outstanding at January 31, 2025 and 2024 that upon exercise were issuable into
NOTE 7 – DUE FROM RELATED PARTY
As of January 31, 2025, due from related party
consists of $
NOTE 8 – VALUE-ADDED TAX RECEIVABLE
Value-added tax (“VAT”) receivable relates
to VAT paid in Mexico. The Company estimates a net VAT of $
A summary of the changes in the allowance for uncollectible VAT for the three months ended January 31, 2025, is as follows:
| Allowance for uncollectible VAT – October 31, 2024 | $ | |||
| Provision of VAT receivable allowance | ||||
| Foreign currency translation adjustment | ( | ) | ||
| Allowance for uncollectible VAT – January 31, 2025 | $ |
| 12 |
NOTE 9 – OFFICE AND MINING EQUIPMENT
The following is a summary of the Company’s office and mining equipment at January 31, 2025 and October 31, 2024, respectively:
| January 31, | October 31, | |||||||
| 2025 | 2024 | |||||||
| Mining equipment | $ | $ | ||||||
| Vehicles | ||||||||
| Buildings and structures | ||||||||
| Computer equipment and software | ||||||||
| Well equipment | ||||||||
| Office equipment | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Office and mining equipment, net | $ | $ | ||||||
NOTE 10 – PROPERTY CONCESSIONS
The following is a summary of the Company’s property concessions for the Sierra Mojada Property as at January 31, 2025 and October 31, 2024:
| Property concessions – January 31, 2025 and October 31, 2024 | $ |
If the blockade at Sierra Mojada Property continues, further impairment of property concessions is possible.
NOTE 11 – COMMON STOCK
shares of common share stock were issued during the three months ended January 31, 2025 and 2024.
NOTE 12 – STOCK OPTIONS
The Company has one stock option plan under which
equity securities are authorized for issuance to officers, directors, employees and advisors: the 2019 Stock Option and Stock Bonus Plan
(the “2019 Plan”). The 2019 Plan was amended on April 19, 2022 (the “Amended 2019 Plan”). Under the Amended 2019
Plan,
Options are typically granted with an exercise price
equal to the closing market price of the Company’s stock at the date of grant, have a graded vesting schedule over
No options were granted or exercised during the three months ended January 31, 2025.
On January 26, 2024, the Company granted options to
acquire
No options were exercised during the three months ended January 31, 2024.
| 13 |
A summary of the range of assumptions used to value stock options granted for the three months ended January 31, 2025 and 2024 are as follows:
Three Months Ended January 31, | ||||||||
| Options | 2025 | 2024 | ||||||
| Expected volatility | ||||||||
| Risk-free interest rate | ||||||||
| Dividend yield | ||||||||
| Expected term (in years) | ||||||||
The expected volatility assumption is based on the
historical of common stock price. The risk-free interest rate assumption is based on yield curves on government zero-coupon bonds with
a remaining term equal to the stock options’ expected life. The Company has not paid and does not anticipate paying dividends on
its common stock. Companies are required to utilize an estimated forfeiture rate when calculating the expense for the reporting period.
Based on the best estimate, the Company applied the estimated forfeiture rate of
The following is a summary of stock option activity for the three months ended January 31, 2025:
| Options | Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value | ||||||||||||||
| Outstanding at October 31, 2024 | $ | $ | ||||||||||||||||
| Outstanding at January 31, 2025 | ||||||||||||||||||
| Exercisable at January 31, 2025 | $ | $ | ||||||||||||||||
The Company recognized stock-based compensation costs
for stock options of $
Summarized information about stock options outstanding and exercisable at January 31, 2025 is as follows:
| Options Outstanding | Options Exercisable | |||||||||||||||||||||
| Exercise Price | Number Outstanding | Weighted Average Remaining Contractual Life (Years) | Weighted Average Exercise Price | Number Exercisable | Weighted Average Exercise Price | |||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||
| 14 |
NOTE 13 – WARRANTS
A summary of warrant activity for the three months ended January 31, 2025 is as follows:
| Warrants | Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value | ||||||||||||
| Outstanding and exercisable at October 31, 2024 | $ | $ | ||||||||||||||
| Outstanding and exercisable at January 31, 2025* | ||||||||||||||||
*
No warrants were issued or exercised during the three months ended January 31, 2025 or 2024.
Summarized information about warrants outstanding and exercisable at January 31, 2025 is as follows:
| Warrants Outstanding and Exercisable | ||||||||||||||
| Exercise Price | Number Outstanding | Weighted Average Remaining Contractual Life (Years) | Weighted Average Exercise Price | |||||||||||
| $ | $ | |||||||||||||
| $ | $ | |||||||||||||
**
| Warrant derivative liability at October 31, 2024 | $ | |||
| Foreign currency translation adjustment | ( | ) | ||
| Change in fair value of warrant derivative liability | ||||
| Warrant derivative liability at January 31, 2025 | $ |
The fair value of the warrants issued in the
C$
NOTE 14 – FINANCIAL INSTRUMENTS
Fair Value Measurements
All financial assets and financial liabilities are recorded at fair value on initial recognition. Transaction costs are expensed when incurred, unless they are directly attributable to the acquisition of financial assets or the assumption of liabilities carried at amortized cost, in which case the transaction costs adjust the carrying amount.
| 15 |
The three levels of the fair value hierarchy are as follows:
| Level 1 | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | |
| Level 2 | Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and | |
| Level 3 | Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). |
Under fair value accounting, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, due from related party, accounts payable and warrant derivative liability.
The carrying amounts of cash and cash equivalents, accounts receivable, due from related party and accounts payable approximate fair value at January 31, 2025 and October 31, 2024 due to the short maturities of these financial instruments. There were not transfers between levels 1, 2 and 3 during the three months ended January 31, 2025 and 2024.
Warrant Derivative liability
The Company accounts for its warrants as either equity or liabilities based upon the characteristics and provisions of each instrument. Warrants classified as derivative liabilities require separate accounting as liabilities are recorded on the Company’s consolidated balance sheets at their fair value on the date of issuance and will be revalued on each subsequent balance sheet date until such instruments are exercised or expire, with any changes in the fair value between reporting periods recorded as other income or expense. The Company has used the Black-Scholes pricing model to fair value the warrants (Note 13). Determining the appropriate fair-value model and calculating the fair value of warrants requires considerable judgment. Any change in the estimates used may cause the value to be higher or lower than that reported. The estimated volatility of the Company’s common stock at the date of issuance, and at each subsequent reporting period, is based on the historical volatility adjusted to reflect the implicit discount to historical volatilities observed in the prices of traded warrants. The risk-free interest rate is based on rates published by the government for bonds with a maturity similar to the expected remaining life of the warrants at the valuation date. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend yield is expected to be none as the Company has not paid dividends nor does the Company does not anticipate paying any dividend in the foreseeable future.
The derivative is not traded in an active market, and the fair value is determined using valuation techniques. The estimates may be significantly different from those recorded in the consolidated financial statements because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market. All changes in the fair value are recorded in the consolidated statement of operations and comprehensive loss each reporting period. This is considered to be a Level 3 financial instrument.
Credit Risk
Credit risk is the risk that the counterparty to a financial instrument will cause a financial loss for the Company by failing to discharge its obligations. To mitigate exposure to credit risk on financial assets, the Company has established policies to ensure the liquidity of funds and ensure that counterparties demonstrate acceptable levels of creditworthiness.
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The Company maintains its U.S. dollar and Canadian
dollar (“$CDN”) cash and cash equivalents in bank and demand deposit accounts with major financial institutions with high
credit standings. Cash deposits held in Canada are insured by the Canada Deposit Insurance Corporation (“CDIC”) for up to
$CDN
As at January 31, 2025 and October 31, 2024,
cash and cash equivalents consist of guaranteed investment certificates of $
The Company also maintains cash in bank accounts
in Mexico. These accounts are denominated in the local currency and are considered uninsured. As of January 31, 2025 and 2024, the U.S.
dollar equivalent balance for these accounts was $
Other receivables, accounts receivable and due from related party comprise receivable from GST refunds, Bench Walk and a related party respectively. Receivable balances are monitored on an ongoing basis with the result that the Company’s exposure to impairment is not significant. At January 31, 2025 and October 31, 2024, none of the Company’s receivables are impaired. All receivables are normally settled between 30 to 90 days.
Liquidity Risk
Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they fall due. The Company’s approach to managing its liquidity risk is to ensure, as far as possible, that it will have sufficient liquid funds to meet its liabilities when due.
At January 31, 2025, the Company has $
Interest Rate Risk
The Company holds substantially all of its
cash and cash equivalents in bank and demand deposit accounts with major financial institutions. The interest rates received on these
balances may fluctuate with changes in economic conditions. Based on the average cash and cash equivalent balances during the three months
ended January 31, 2025, a
Foreign Currency Exchange Risk
Certain purchases of labor, operating supplies and capital assets are denominated in $CDN, $MXN or other currencies. As a result, currency exchange fluctuations may impact the costs of the Company’s operations. Specifically, the appreciation of the $MXN or $CDN against the U.S. dollar may result in an increase in operating expenses and capital costs in U.S. dollar terms. The Company currently does not engage in any currency hedging activities.
Based on the net exposures as at January 31,
2025, a
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NOTE 15 – COMMITMENTS AND CONTINGENCIES
Compliance with Environmental Regulations
The Company’s exploration activities are subject to laws and regulations controlling not only the exploration and mining of mineral properties but also the effect of such activities on the environment. Compliance with such laws and regulations may necessitate additional capital outlays or affect the economics of a project, and cause changes or delays in the Company’s activities.
Property Concessions in Mexico
To properly maintain property concessions in Mexico, the Company is required to pay a semi-annual fee to the Mexican government and complete annual assessment work.
Royalty
The Company has agreed to pay a
Litigation and Claims
Mineros Norteños Case
On
May 20, 2014, Mineros Norteños filed an action in the Local First Civil Court in the District of Morelos, State of Chihuahua,
Mexico, against the Company’s subsidiary, Minera Metalin, claiming that Minera Metalin breached an agreement regarding the development
of the Sierra Mojada Property. Mineros Norteños sought payment of the Royalty, including interest at a rate of
ICSID Arbitration
On
March 2, 2023, the Company filed the NAFTA Notice of Intent (Note 4). As is required by
Article 1118 of NAFTA, the Company sought to settle this dispute with Mexico through consultations. On May 30, 2023, the Company attended
a meeting with Mexican government officials in Mexico City, but, notwithstanding the Company’s good faith efforts to resolve the
dispute amicably, no settlement was reached. Accordingly, the Company filed a request for arbitration with the ICSID on June 28, 2023.
On July 20, 2023, ICSID registered the request. On June 17, 2024, the Company filed its Memorial submission
with ICSID detailing the claim against Mexico as well as damages for the sum of $
To support the legacy NAFTA claim, the
Company engaged an arbitration consultant, who, upon a successful arbitration ruling, is to receive an arbitration fee amounting to
As Arbitration proceedings are in early stages, the Company cannot determine the likelihood of succeeding in collecting any amount, as such has not accrued any amounts in the interim condensed consolidated financial statements with respect to this claim.
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Valdez Case
On February 15,
2016, Messrs. Jaime Valdez Farias and Maria Asuncion Perez Alonso (collectively, “Valdez”) filed an action before the
Local First Civil Court of Torreon, State of Coahuila, Mexico, against the Company’s subsidiary, Minera Metalin, claiming that Minera
Metalin had breached an agreement regarding the development of the Sierra Mojada Property. Valdez sought payment in the amount of $
From time to time, the Company is involved in other disputes, claims, proceedings and legal actions arising in the ordinary course of business. The Company intends to vigorously defend all claims against the Company and pursue its full legal rights in cases where the Company has been harmed. Although the ultimate outcome of these proceedings cannot be accurately predicted due to the inherent uncertainty of litigation, in the opinion of management, based upon current information, no other currently pending or overtly threatened proceeding is expected to have a material adverse effect on the Company’s business, financial condition or results of operations.
Arbitration Financing
On September 5, 2023, the Company entered into the
LFA with Bench Walk (Note 5). Under the terms of the LFA, Bench Walk has agreed to fund the Company with up to $
The Company agreed that Bench Walk shall be entitled
to receive a share of any proceeds arising from the Claim Proceeds of up to 3.5x Bench Walk’s capital outlay (or, if greater, a
return of 1.0x Bench Walk’s capital outlay plus
As security for Bench Walk’s entitlement to receive a share of the Claim Proceeds under the LFA, the Company granted to Bench Walk a security interest in the Claim Proceeds, the Claim, all documents of title pertaining to the Claim, rights under any appeal bond or similar instrument posted by any of the defendants in the Claim, and all proceeds of any of the foregoing.
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Management Retention Agreement and Salaries
The Company has established a Management Retention
Agreement (the “MRA”), which is a long-term incentive program to retain key personnel of the Company who have important historical
information and knowledge to contribute with respect to the Arbitration. The MRA provides that if the Company is successful and the Company
receives damages proceeds,
Additionally, management of the Company has
agreed to defer a portion of its salaries, as well as an annual bonuses granted, with the deferred amounts only being paid in the event
that the Company is successful in its Arbitration proceedings and the Company having sufficient funds to pay the deferred amounts after
discharging amounts owed to priority creditors, such as Bench Walk. Deferred amounts owed to management will accrue interest at
a rate of
As the outcome of the Arbitration is not determinable as at January 31, 2025, no expense has been recorded in relation to the above.
NOTE 16 – SEGMENT INFORMATION
The Company operates in a reportable segment: the exploration of mineral property interests. The Company has mineral property interests in Sierra Mojada, Mexico.
Geographic information is approximately as follows:
| For the Three Months Ended | ||||||||
| January 31, | ||||||||
| 2025 | 2024 | |||||||
| Net loss | ||||||||
| Mexico | $ | ( | ) | $ | ( | ) | ||
| Canada | ( | ) | ( | ) | ||||
| Kazakhstan | ( | ) | ||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
The following table details the allocation of assets included in the accompanying balance sheet at January 31, 2025:
| Canada | Mexico | Total | ||||||||||
| Cash and cash equivalents | $ | $ | $ | |||||||||
| Other receivables | ||||||||||||
| Accounts receivables | ||||||||||||
| Prepaid expenses and deposits | ||||||||||||
| Due from related party | ||||||||||||
| Value-added tax receivable, net | ||||||||||||
| Office and mining equipment, net | ||||||||||||
| Property concessions | ||||||||||||
| $ | $ | $ | ||||||||||
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The following table details the allocation of assets included in the accompanying balance sheet at October 31, 2024:
| Canada | Mexico | Total | ||||||||||
| Cash and cash equivalents | $ | $ | $ | |||||||||
| Other receivables | ||||||||||||
| Accounts receivables | ||||||||||||
| Prepaid expenses and deposits | ||||||||||||
| Due from related party | ||||||||||||
| Value-added tax receivable, net | ||||||||||||
| Office and mining equipment, net | ||||||||||||
| Property concessions | ||||||||||||
| $ | $ | $ | ||||||||||
The Company has significant assets in Coahuila, Mexico. Although Mexico is generally considered economically stable, unanticipated events in Mexico, such as the blockade, can, and may in the future, disrupt the Company’s operations. The Mexican government does not require foreign entities to maintain cash reserves in Mexico.
The following table details the allocation of exploration and property holding costs for the exploration properties:
| For the Three Months Ended | ||||||||
| January 31, | ||||||||
| 2025 | 2024 | |||||||
| Exploration and property holding costs for the period | ||||||||
| Mexico | $ | ( | ) | $ | ( | ) | ||
| Kazakhstan | ( | ) | ||||||
| $ | ( | ) | $ | ( | ) | |||
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| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
When using the terms “Silver Bull,” or the “Company,” management is referring to Silver Bull Resources, Inc. and its subsidiaries, unless the context otherwise requires. Management has included technical terms important to an understanding of the Company’s business under “Glossary of Common Terms” in its Annual Report on Form 10-K for the fiscal year ended October 31, 2024.
Cautionary Statement Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes certain statements that may be deemed to be “forward-looking statements” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the U.S. Private Securities Litigation Reform Act of 1995, and “forward-looking information” within the meaning of applicable Canadian securities legislation. Management uses words such as “anticipate,” “continue,” “likely,” “estimate,” “expect,” “may,” “will,” “projection,” “should,” “believe,” “potential,” “could,” or similar words suggesting future outcomes (including negative and grammatical variations) to identify forward-looking statements. Forward-looking statements include statements the Company makes regarding:
- The sufficiency of existing cash resources to enable the Company to continue operations for the next 12 months as a going concern;
- The prospects of the claim process, or award, under the North American Free Trade Agreement (“NAFTA”);
- The Funding Agreement (as defined in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section), and continued payment of legal, tribunal and external expert costs, and reimbursement of corporate operating expenses, under its terms;
- Prospects of entering the development or production stage with respect to any of the Company’s projects;
- The planned activities at the Sierra Mojada Project in 2025 and beyond;
- Whether any part of the Sierra Mojada Project will ever be confirmed or converted into SEC S-K 1300-compliant mineral reserves;
- The requirement of additional power supplies for the Sierra Mojada Project if a mining operation is determined to be feasible;
- The ability to obtain and hold additional concessions in the Sierra Mojada Project area;
- Whether the Company will be required to obtain additional surface rights if a mining operation is determined to be feasible;
- The possible impact on the Company’s operations of the blockade by a cooperative of miners on the Sierra Mojada property;
- The potential acquisition of additional mineral properties or property concessions;
- Testing of the impact of the fine bubble flotation test work on the recovery of minerals and initial rough concentrate grade;
- The impact of recent accounting pronouncements on the Company’s financial position, results of operations or cash flows and disclosures;
- The impact of changes to current state or federal laws and regulations on estimated capital expenditures, the economics of a particular project and/or the Company’s activities;
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- The Company’s ability to raise additional capital and/or pursue additional strategic options, and the potential impact on its business, financial condition and results of operations of doing so or not;
- The impact of changing foreign currency exchange rates on the Company’s financial condition;
- The impairment of concession and likelihood of further impairment of other long-lived assets;
- Whether using major financial institutions with high credit ratings mitigates credit risk;
- The impact of changing economic conditions on interest rates;
- Expectations regarding future recovery of value-added taxes (“VAT”) paid in Mexico; and
- The merits of any claims in connection with, and the expected timing of any, ongoing legal proceedings.
These statements are based on certain assumptions and analyses made by us in light of management’s experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, and the actual results could differ from those expressed or implied in these forward-looking statements as a result of the factors described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2024, including without limitation, risks associated with the following:
- The ability of the Company to obtain additional financial resources on acceptable terms to (i) maintain its property concessions in Mexico and (ii) maintain general and administrative expenditures at acceptable levels;
- The Company’s ability to acquire additional mineral properties or property concessions;
- The ability of the Company to maintain its assets in Mexico given the performance of the Mexican government at various levels;
- Worldwide economic and political events affecting (i) the market prices for silver, zinc, lead, copper and other minerals that may be found on the Company’s exploration properties (ii) interest rates and (iii) foreign currency exchange rates;
- The amount and nature of future capital and exploration expenditures;
- Volatility in the Company’s stock price;
- The Company’s inability to obtain required permits;
- Competitive factors, including exploration-related competition;
- Timing of receipt and maintenance of government approvals;
- Unanticipated title issues;
- Changes in tax laws;
- Changes in regulatory frameworks or regulations affecting the Company’s activities;
- The ability to obtain additional financial resources on acceptable terms to (i) maintain its property concessions in Mexico and (ii) maintain general and administrative expenditures at acceptable levels;
- The Company’s ability to retain key management, consultants and experts necessary to successfully operate and grow its business; and
- Political and economic instability in Mexico and other countries in which the Company conducts its business, and future potential actions of the governments in such countries with respect to nationalization of natural resources or other changes in mining or taxation policies.
These factors are not intended to represent a complete list of the general or specific factors that could affect the Company.
All forward-looking statements speak only as of the date made. All subsequent written and oral forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements. Except as required by law, management undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. Readers should not place undue reliance on these forward-looking statements.
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Cautionary Note Regarding Exploration Stage Companies
Silver Bull is an exploration stage company and does not currently have any known reserves and cannot be expected to have reserves unless and until a feasibility study is completed for the Sierra Mojada concessions that shows proven and probable reserves. There can be no assurance that these concessions contain proven and probable reserves, and investors may lose their entire investment. See the sections titled “Risk Factors” in this Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024.
Business Overview
Silver Bull, incorporated in Nevada, is an exploration stage company, engaged in the business of mineral exploration, and its primary objective is to define sufficient mineral reserves on the Sierra Mojada Property to justify the development of a mechanized mining operation. The Company conducts its operations in Mexico through its wholly-owned Mexican subsidiaries, Minera Metalin S.A. de C.V. (“Minera Metalin”) and Minas de Coahuila SBR S.A. de C.V. On August 26, 2021, the wholly-owned Mexican subsidiary, Contratistas de Sierra Mojada S.A. de C.V. merged with and into Minera Metalin. As noted above, the Company has not established any reserves at the Sierra Mojada Property, and it is in the exploration stage, and may never enter the development or production stage.
On April 23, 2023, Nomad Minerals Ltd. (“Nomad Minerals"), a wholly-owned subsidiary of the Company, was incorporated in British Columbia, Canada. On April 28, 2023, Nomad Metals Limited was incorporated at Astana International Financial Centre in Astana, Republic of Kazakhstan, as a wholly-owned subsidiary of Nomad Minerals.
On June 28, 2023, the Company filed a request for arbitration (the “Arbitration”) before the World Bank’s International Centre for Settlement of Investment Disputes (“ICSID”) against the United Mexican States (“Mexico”) under the United States-Mexico-Canada Agreement (the “USMCA”) and NAFTA, (together with the USMCA, the “Treaties”). Since the arbitration request, the Arbitration has become the Company’s core focus. The Arbitration seeks compensation for the losses resulting from the Mexican State’s wrongful conduct and its breaches of the Treaties’ protections, including expropriation, breach of the fair and equitable treatment standard, discrimination, and other unlawful treatment in respect of the Sierra Mojada Property. On June 17, 2024, the Company filed its Memorial submission with ICSID detailing the claim against Mexico as well as damages for the sum of $408 million. The Arbitration hearing is set to commence in October 2025. If successful in the Arbitration, the Company will take appropriate steps to enforce and recover such an arbitral award (“Award”). The execution and enforcement of an Award may present material challenges and take a number of years.
Silver Bull’s principal office is located at 777 Dunsmuir Street, Suite 1605 Vancouver, BC, Canada V7Y 1K4, and the telephone number is 604-687-5800.
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Properties Concessions and Outlook
Sierra Mojada Property
The focus of the Company for the 2025 calendar year will be to continue with the Arbitration process. If the blockade and the Arbitration proceedings are resolved, any continued exploration of the Sierra Mojada Property ultimately may require the Company to raise additional capital, identify other sources of funding or identify a strategic partner, or other strategic alternatives. The Company is also continuing to seek out other exploration projects for potential development and investment.
Results of Operations
Three Months Ended January 31, 2025 and January 31, 2024
For the three months ended January 31, 2025, the Company recorded a net loss of $102,000, or approximately $nil per share, compared to a net loss of $193,000, or approximately $nil per share, during the comparable period last year. The $91,000 decrease in net loss was primarily due to a $59,000 decrease in administrative expenses and $4,000 in other income compared to a $43,000 in other expense in the same period last year, which was partially offset by a $13,000 increase in exploration and property holding costs as described below.
Exploration and Property Holding Costs
Exploration and property holding costs increased $13,000 to $72,000 for the three months ended January 31, 2025, compared to $59,000 for the comparable period last year. This increase was mainly due to a $36,000 reimbursement from Bench Walk pursuant to the litigation Funding Agreement in the three months ended January 31, 2025 compared to a $75,000 reimbursement in the comparable period last year, which was offset by a $26,000 decrease in exploration and property holding costs in the three months ended January 31, 2025.
General and Administrative Expenses
The Company recorded $31,000 general and administrative recovery in the three months ended January 31, 2025 compared $90,000 general and administrative expenses in the same period last year as described below.
Stock-based compensation was a factor in the fluctuations in general and administrative expenses. The Company recorded $14,000 in stock-based compensation included in general and administrative expense for the three months ended January 31, 2025 compared to $60,000 in stock-based compensation for the comparable period last year as a result of stock options were granted and vested to employees, directors and consultants. There were no options granted during the three months ended January 31, 2025.
Personnel costs decreased $33,000 to $66,000 for the three months ended January 31, 2025 as compared to $99,000 for the comparable period last year. This decrease was mainly due to a $28,000 decrease in stock-based compensation compared to the same period last year.
Office and administrative expenses decreased by $27,000 to $36,000 for the three months ended January 31, 2025 compared to $63,000 for the comparable period last year. This decrease was primarily due to decreased travel costs.
Professional fees decreased $27,000 to $43,000 for the three months ended January 31, 2025 compared to $70,000 for the comparable period last year. This decrease was mainly due to decreases in accounting fees, legal fees and other professional fees related to the Company’s 2024 annual meeting of shareholders.
Directors’ fees decreased $19,000 to $28,000 for the three months ended January 31, 2025 as compared to $47,000 for the comparable period last year. This decrease was primarily due to a $18,000 decrease in stock-based compensation compared to the same period last year.
The Company recorded a $1,000 provision for uncollectible VAT for the three months ended January 31, 2025 as compared to a $6,000 provision for uncollectible VAT in the comparable period last year. The allowance for uncollectible VAT was estimated by management based upon a number of factors, including the length of time the returns have been outstanding, responses received from tax authorities, general economic conditions in Mexico and estimated net recovery after commissions.
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During the three months ended January 31, 2025, the Company recorded a contra expense of $143,000 in general and administrative expenses compared to $195,000 in the same period last year, which is comprised of funds from the Funding Agreement. Bench Walk is funding the Company’s legal, tribunal and external expert costs and defined corporate operating expenses. This is a nonrecourse agreement, and the Company has no obligation to repay any funds received under the agreement. In the event of a favorable outcome, Bench Walk would recover disbursed funding as part of their investment return.
During the three months ended January 31, 2025, the Arbitration lawyers incurred $852,000 in legal costs compared to $205,300 in the same period last year. All of which was paid by Bench Walk directly.
Other Income (Expenses)
The Company recorded other income of $4,000 for the three months ended January 31, 2025 as compared to other expense of $43,000 for the comparable period last year. The significant factor contributing to other income in the three months ended January 31, 2025 was $4,000 of interest income and a $7,000 foreign currency transaction income, which was offset by a $7,000 expense from change in fair value of the warrant derivative liability was due to a decrease in the fair value of warrants with a $CDN exercise price from October 31, 2024 to January 31, 2025. The significant factor contributing to other expenses in the three months ended January 31, 2024 was a $67,000 expense from change in fair value of the warrant derivative liability, which was offset by $3,000 interest income, a $6,000 foreign currency transaction income and a $15,000 in other income on partial forgiveness of the Company’s Canada Emergency Business Account (“CEBA”) loan. The $67,000 expense from change in fair value of the warrant derivative liability was due to an increase in the fair value of warrants with a $CDN exercise price from October 31, 2023 to January 31, 2024.
Material Changes in Financial Condition; Liquidity and Capital Resources
Litigation Funding Agreement
As noted above, pursuant to the Funding Agreement, Bench Walk is paying up to an aggregate of $9.5 million to fund legal costs and other expenses incurred by the Company in connection with the Claim, including an amount for reasonably incurred day-to-day operating expenses of the Company. During the three months ended January 31, 2025, the Company received funding of $200,000 as reimbursement of corporate operating costs incurred.
The Company agreed that Bench Walk shall be entitled to receive a share of any proceeds arising from the Claim (the “Claim Proceeds”) of up to 3.5x Bench Walk’s capital outlay (or, if greater, a return of 1.0x Bench Walk’s capital outlay plus 30% of the Claim Proceeds). The actual return to Bench Walk may be lower than the foregoing amounts depending on how quickly the Claim is resolved.
Cash Flows
During the three months ended January 31, 2025, cash and cash equivalents were primarily utilized to fund general and administrative expenses. In addition, the Company received $200,000 from Bench Walk. As a result of the arbitration funding from Bench Walk, which was partially offset by exploration activities and general and administrative expenses, cash and cash equivalents increased from $546,000 at October 31, 2024 to $592,000 at January 31, 2025.
Cash flows provided by operating activities for the three months ended January 31, 2025 were $46,000. Cash flows used in operating activities for the three months ended January 31, 2024 were $490,000. This decrease in cash used was mainly due to the timing of certain payments and the timing of the accounts receivable collection.
Cash flows used by investing activities for the three months ended January 31, 2025 and 2024 were $nil.
Cash flows used by financing activities for the nine months ended January 31, 2025 were $nil compared to $29,000 as the Company repaid the payable portion of the CEBA loan.
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Capital Resources
As of January 31, 2025, the Company had cash and cash equivalents of $592,000, as compared to cash and cash equivalents of $546,000 as of October 31, 2024. The increase in liquidity and working capital were primarily the result of the Arbitration funding during the three months ended January 31, 2025, increased accounts payable and accrued liabilities and expenses, decreased the accounts receivable and general and administrative expenses and payments during the three months ended January 31, 2025.
Since the Company’s inception in November 1993, it has not generated revenue and has incurred an accumulated deficit of $138,917,000. Accordingly, the Company has not generated cash flows from operations, and since inception has relied primarily upon proceeds from private placements and registered direct offerings of its equity securities, warrant exercises, the sale of investments and funding from Bench Walk and South32 as the primary sources of financing to fund operations
Despite the arbitration finance in place, based on the Company’s constrained cash and cash equivalents, and history of losses, there exists a certain level of uncertainty regarding the company’s ability to sustain its operation over the next 12 months as a going concern. While the Company entered into a Funding Agreement aimed at covering arbitration legal costs and certain other costs, supplemental fundraising will be essential to meet more extensive operational demands. Management plans to pursue possible financing and strategic options, including, but not limited to, obtaining additional equity financing, and the exercising of warrants by warrantholders. Management has successfully pursued these options previously and believes that they alleviate the substantial doubt that the Company can continue its operations for the next 12 months as a going concern. However, there is no assurance that the Company will be successful in pursuing these plans.
Any future additional financing in the near term will likely be in the form of the issuance of equity securities, which will result in dilution to Silver Bull’s existing shareholders. Moreover, the Company may incur significant fees and expenses in the pursuit of a financing or other strategic transaction, which will increase the rate at which its cash and cash equivalents are depleted.
Capital Requirements and Liquidity; Need for Additional Funding
The Company’s management and board of directors monitor overall costs, expenses, and financial resources and, if necessary, will adjust planned operational expenditures in an attempt to ensure that the Company has sufficient operating capital. Management continues to evaluate the Company’s costs and planned expenditures, including for the Sierra Mojada Property, as discussed below.
The aforementioned Arbitration process will require the Company to incur significant expense and devote significant resources. The outcome of the Arbitration claim and the process for recovering funds, even if there is a successful outcome, can be lengthy and unpredictable.
If the blockade is resolved, and exploration of the Sierra Mojada project is restarted, the Company will require significant amounts of additional capital. As of February 28, 2025, the Company had approximately $0.5 million in cash and cash equivalents. The continued exploration of the Sierra Mojada Property ultimately would require the Company to raise additional capital, identify other sources of funding, identify a strategic partner or other strategic alternatives.
The Company will continue to evaluate its ability to obtain additional financial resources, and will attempt to reduce or limit expenditures on the Sierra Mojada Property as well as general and administrative costs if it is determined that additional financial resources are unavailable or available on terms that it determines are unacceptable. However, it may not be possible to reduce costs, and even if the Company is successful in reducing costs, it still may not be able to continue operations for the next 12 months as a going concern. Debt or equity financing may not be available on acceptable terms, if at all. Equity financing, if available, may result in substantial dilution to existing stockholders. If the Company is unable to fund future operations by way of financings, including public or private offerings of equity or debt securities, its business, financial condition and results of operations will be adversely impacted.
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Critical Accounting Policies
The critical accounting policies are defined in the Company’s Annual Report on Form 10-K for the year ended October 31, 2024 filed with the SEC on January 28, 2025.
Other recent accounting pronouncements issued by the Financial Accounting Standards Board (including its Emerging Issues Task Force) and the SEC did not or are not expected to have a material impact on the Company’s present or future consolidated financial statements.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
Not applicable.
| ITEM 4. | CONTROLS AND PROCEDURES. |
| (a) | Evaluation of Disclosure Controls and Procedures. |
Under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, management has carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of January 31, 2025. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective as of January 31, 2025.
The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in its reports filed or submitted under the Exchange Act is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
| (b) | Changes in Internal Control over Financial Reporting |
During the quarter ended January 31, 2025, there have not been any changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II – OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS. |
See Note 15 – Commitments and Contingencies to the Company’s financial statements (Part I, Item 1 of this Quarterly Report on Form 10-Q) for information regarding legal proceedings in which it is involved.
| ITEM 1A. | RISK FACTORS. |
There have been no material changes from the risk factors included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2024.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
Recent Sales of Unregistered Securities
No sales of unregistered equity securities occurred during the period covered by this report.
Purchases of Equity Securities by the Company and Affiliated Purchasers
No purchases of equity securities were made by or on behalf of Silver Bull or any “affiliated purchaser” within the meaning of Rule 10b-18 under the Exchange Act during the period covered by this report.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. |
None.
| ITEM 4. | MINE SAFETY DISCLOSURES. |
Not applicable.
| ITEM 5. | OTHER INFORMATION. |
Insider Trading Arrangements and Policies
During the fiscal quarter ended January 31, 2025, none of the Company’s directors or executive officers
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| ITEM 6. | EXHIBITS. |
| X | Filed herewith | |||||||
| XX | Furnished herewith
|
|||||||
| + | Indicates a management contract or compensatory plan, contract or arrangement. | |||||||
| * | The following financial information from Silver Bull Resources, Inc.’s Quarterly Report on Form 10-Q for the three months ended January 31, 2025, is formatted in XBRL (Extensible Business Reporting Language): Interim Condensed Consolidated Balance Sheets, Interim Condensed Consolidated Statements of Operations and Comprehensive Loss, Interim Condensed Consolidated Statements of Stockholders’ Equity, Interim Condensed Consolidated Statements of Cash Flows. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SILVER BULL RESOURCES, INC.
| Dated: March 13, 2025 | By: | /s/ Timothy Barry |
| Timothy Barry | ||
| President and Chief Executive Officer | ||
(Principal Executive Officer)
| ||
| Dated: March 13, 2025 | By: | /s/ Christopher Richards |
| Christopher Richards | ||
| Chief Financial Officer | ||
| (Principal Financial Officer and Principal Accounting Officer) | ||
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Exhibit 10.1
CONSULTING AGREEMENT
THIS AGREEMENT made as of the 1st of January 2024 (the “Effective Date”). BETWEEN: SILVER BULL RESOURCES
(the “Corporation”)
OF THE FIRST PART
AND: POTAI FZ LLC.
(the “Consultant”)
OF THE SECOND PART
WHEREAS:
| A. | The Corporation wishes to engage the Consultant to provide management consulting services to the Corporation in connection with the mineral exploration and management activities of the Corporation on its current and future mineral properties in which the Corporation has an ownership or optioned interest (the “Properties”); |
| B. | The Corporation and the Consultant wish to specify the terms of the engagement herein. |
NOW THEREFORE, IN CONSIDERATION OF the covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
| 1. | Relationship and Duties |
| 1.1 | Subject always to the general control and direction of the Corporation, the Consultant shall act and be retained to act, during the term of this Agreement, as a consultant to the Corporation or any subsidiary or subsidiaries of the Corporation, pursuant to the terms and conditions contained herein and as further particularized in this Section 1. |
| 1.2 | The Consultant agrees that (a) they shall act as President and Chief Executive Officer (“CEO”) and perform the Services of such a position for Corporation (as described in Schedule A); (b) it shall cause the Consultant’s Representative to devote their best efforts, skills and attention to the performance of his duties and responsibilities in respect of the offices of the Corporation or any of its subsidiaries to which he is appointed; and (b) any business that the Consultant or the Consultant’s representative propose to undertake outside of the consultancy contemplated which could potentially overlap with Silver Bull’s work with particular focus on Coahuila, Mexico shall be notified to the Board of Directors of the Corporation. |
| 1.3 | The Consultant acknowledges that the Consultant’s Representative shall be appointed by the Corporation as CEO of the Corporation and to hold such other offices as the Corporation and Consultant deem appropriate. |
| 1 |
| 1.4 | The Consultant's duties will generally be to provide the Corporation with managerial services and assistance in its mineral exploration activities and to perform duties and responsibilities assigned to it from time to time by the Chairman & if necessary the Board of Directors of the Corporation and to cause the Consultant’s Representative to discharge such duties as are commensurate with the Consultant’s Representative’s position with the Corporation (collectively, the "Services"). |
| 1.5 | The Consultant shall (and shall cause the Consultant’s Representative to) perform the Services to the best of its ability and in a responsible, professional manner commensurate with its experience, expertise and within acceptable industry standards and shall devote as much time and resources to its performance of the Services as is required to achieve such standards which are envisioned to be non-exclusive. The Corporation understands that Potai FZ LLC. may have other clients as is consistent with a Consultant rather than an employee. The Consultant shall promote the interest and goodwill of the Corporation. |
| 1.6 | The Consultant shall provide the Services as an independent contractor. The Consultant and the Consultant’s Representative shall not be deemed to be, or represent themselves as, a representative or agent of the Corporation, except as expressly provided in writing by the Corporation and is consistent with the title of the position(s) held. |
| 1.7 | The Consultant shall comply with all applicable statutes and regulations and the lawful requirements and directions of any governmental authority having jurisdiction with respect to the Services it provides including the obtaining of all necessary permits and licences. |
| 1.8 | The Consultant shall refer to the Chairman and/or the Board of Directors of the Corporation all matters and transactions in which a real or perceived conflict of interest between the Consultant and the Corporation or any of its subsidiaries may arise. The Consultant will not proceed with any such matters deemed a conflict by the Chairman or Board. |
| 2. | Term of Agreement |
| 2.1 | The term of this Agreement shall be effective from January 1, 2024 (the “Effective Date”) and shall continue until this Agreement is terminated in accordance with Section 3 of this Agreement. |
| 3. | Termination |
| 3.1 | The Consultant may terminate their engagement with the Corporation by giving not less than ninety (90) days written notice to the Corporation. At the time the Consultant provides the Corporation with notice to terminate the engagement, or at any time thereafter, the Corporation shall have the right to elect to terminate the Consultant’s engagement at any time prior to the effective date of the Consultant’s last day, and upon such election, shall provide to the Consultant a lump sum payment equal to the pro-rata Annual Fee then in effect for the number of days that remain outstanding to the effective date of the Consultant’s last day of service. |
| 3.2 | Termination by Corporation Without Cause. The Consultant may at any time terminate their agreement with the Corporation for “Good Reason”, and the Corporation may at any time terminate the Consultant’s agreement without Cause and without any advance notice, and upon such cessations of the engagement (but excluding any Change of Control Terminations as set out in Section 3.7 of the Agreement), the Corporation may terminate this Agreement without Cause at any time by providing the Consultant with written notice of termination and a lump sum payment equal to: |
| 2 |
| (A) | Six (6) months of the Monthly Fee if the Consultant’s engagement agreement is terminated within the first year from January 1, 2022 (the "Initial Engagement Date”) plus a lump sum payment equal to one-year cash bonus as calculated in Section 4.2; or |
| (B) | After one (1) year from the Initial Engagement Date, twelve (12) months of the Monthly fee, plus one (1) month’s monthly fee for each additional year of employment from the Effective Date, up to a maximum of twenty- four (24) month’s monthly fee plus a pro-rata cash bonus using the annual performance bonus as outlined in Section 4.2. |
| (C) | If the Corporation terminates this Agreement without Cause within three |
(3) months of a Change of Control of the Corporation, the Corporation must pay the Consultant twenty-four (24) months of Monthly fee plus a lump sum payment equal to two annual cash bonuses calculated utilizing the target annual cash bonus in Section 4.2 at the time of termination.
| (D) | If Termination falls under Section 3.2(a),(b),(c) or 3.3 then the Corporation will continue the benefits provided under any insured standard benefit plan provided by the Corporation for twelve (12) months from the date of the termination, provided the Corporation is able to do so under the terms of the plan (with any continuation of benefits being subject to the terms and conditions of the plan provider); |
| 3.3 | Termination By Consultant Following a Change of Control. With Good Reason, the Consultant may elect, within six (6) months of a Change of Control of the Corporation to terminate their engagement and this Agreement for any reason upon providing written notice of termination to the Corporation. Upon receipt of such notice of termination in accordance with this, the Corporation must pay the Consultant twenty-four (24) months of the Monthly Fee plus a lump sum payment equal to two (2) annual cash performance bonuses outlined in Section 4.2 at the time of termination. |
| 3.4 | Termination by the Corporation for Fundamental Breach. Notwithstanding any other provision of this Agreement, the Corporation may on written notice to the Consultant immediately terminate this Agreement with the Corporation at any time for Fundamental Breach, without notice or pay in lieu of notice or any other form of compensation, severance pay or damages resulting from, without limitation, fraud, dishonesty, illegality, breach of statute or regulation, gross incompetence or misuse of alcohol or drugs. |
| 3.5 | Directorship and Offices. Upon the termination of the Agreement between the Consultant and the Corporation, the Consultant shall immediately resign any directorship or office held in the Corporation or any respective parent, subsidiary or affiliated companies of the Corporation and, except as provided in this Agreement, the Consultant shall not be entitled to receive any written notice of termination or payment in lieu of notice, or to receive any severance pay, damages or compensation for loss of office or otherwise, by reason of the resignation or resignations referred to in this Section 3. |
| 3 |
| 3.6 | Annual Bonus Upon Termination. The Consultant’s participation in any and all annual bonus plans shall cease immediately on the date the Consultant receives or gives notice of termination of this Agreement and the Consultant shall only be entitled to receive any Annual Bonus pro-rated to the date the Executive receives notice of termination without cause. |
| 3.7 | No Additional Payments. The Consultant acknowledges and agrees that unless otherwise expressly agreed in writing between the Consultant and the Corporation, the Consultant shall not be entitled, by reason of the Consultant’s relationship with the Corporation or by reason of any termination of their agreement by the Corporation, for any reason, to any remuneration, compensation or other benefits other than those expressly provided for in this Agreement. The Consultant further acknowledges and agrees that any amounts paid to the Consultant pursuant to this Section 3 are inclusive of any amounts that may be payable under any statute of Canada in respect of compensation for length of service, notice of termination or severance pay. |
| 4. | Consultant's Fees and Benefits |
| 4.1 | Subject to Section 1.1 and any adjustments on an annual review, the Consultant shall be remunerated for providing the Services during the term of this Agreement by payment of a “Monthly Fee” of C$16,667 equalling C$200,000 per year (the “Annual Fee”). |
| (a) | Of the Monthly Fee, payment of C$6,250 ($75,000 per year) is to be deferred and only paid to the Consultant in the event that the Corporation is successful in obtaining an award from the ICSID Arbitration (as defined in Schedule B) and the Corporation has sufficient funds available after priority payments are made to other parties, or there is a Change of Control of the Corporation (the “Deferred Fees”). |
| (b) | Deferred Fees will accrue interest at a rate of six (6) percent per year. |
| 4.2 | In addition to the Annual Fee, the consultant shall be eligible to participate in the Corporation’s annual performance bonus (the “Bonus”) of up to fifty (50) percent of the Annual Fee, or a target amount as determined by the Board of Directors. The amount of the Bonus shall be determined by the Board of Directors, in its sole discretion, based on certain financial and operating goals and individual performance objectives as defined by the Board of Directors in its sole discretion. The Consultant acknowledges that there is no assurance that any Bonus will be paid in any given year, that the Bonus arrangements will remain unchanged or that the Bonus will be of the same amount in any future year as in any past year. Subject to the requirements of Section 3 of this Agreement, in the event the Consultant gives or receives notice of termination of engagement, all entitlement to receive a Bonus shall cease (except for: Bonuses that have already been paid to the Consultant by the Corporation; any Bonuses that have been awarded to the Consultant by the Corporation in respect of an already completed financial year of the Corporation but which have not yet been paid by the Corporation to the Consultant; and Bonuses that have been earned by the Consultant but not paid to the Consultant by the Corporation however, in this latter instance, the Bonus shall be paid on a pro rata basis, up to but not beyond the termination date, based on the financial and operating goals and individual performance objectives that had been set by the Board of Directors). |
| 4 |
| (a) | Payment of any Bonus is to be deferred and only paid to the Consultant in the event that the Corporation is successful in obtaining an award from the ICSID Arbitration (as defined in Schedule B) and the Corporation has sufficient funds available after priority payments are made to other parties, or there is a Change of Control of the Corporation (“Deferred Bonus”). |
| (b) | Deferred Bonuses will accrue interest at a rate of six (6) percent per year. |
| 4.3 | Retention Bonus. The Consultant will be eligible to participate in the Corporation’s Key Persons Retention Agreement, as approved by the Board of Directors on October 13, 2023, and the Corporation’s shareholders on April 18, 2024 (the “Silver Bull Retention Plan”). |
Participation in the Silver Bull Retention Plan will be cancelled if this Agreement is terminated before any retention bonus is payable. However, the Consultant and its named representatives will irrevocably retain all their portion of the Retention Bonus Plan as laid out in the Retention Bonus Plan if they have testified on behalf of the Company at the Arbitration hearing.
| 4.4 | The Corporation shall pay for (or reimburse) the insurance plan premiums (including major medical, dental, term life, liability, disability) of the Consultant’s Representative. |
| 4.5 | Taxes. The Consultant shall be responsible for remittance to the proper authorities of any and all income taxes, employment insurance or social security premiums and workers compensation insurance in relation to the Consultant’s remuneration hereunder, inclusive of the Annual Fee. The Consultant is and will be solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state, provincial, or local tax authority with respect to the provision of services and receipt of fees under the Agreement. |
| 4.6 | The Corporation will provide general liability protection and directors and officers liability protection and ensure that the Articles of Incorporation also provide general liability protection and indemnification for directors and officers as approved by the Board of Directors of the Corporation. |
| 5. | Reimbursement of Expenses |
| 5.1 | The Consultant shall be reimbursed for all direct out-of-pocket expenses actually, reasonably and properly incurred by it in connection with its provision of the Services and for the benefit of the business of the Corporation or its subsidiaries, provided such expenses are appropriately documented and reasonable. |
| 6. | Confidential Information |
| 6.1 | The Consultant acknowledges that, by reason of the Management Consulting Agreement, the Consultant will have access to Confidential Information of the Corporation that the Corporation has spent time, effort and money to develop and acquire. For the purposes of this Agreement any reference to the “Corporation” shall mean the Corporation, and such respective affiliates and subsidiaries as may exist from time to time. |
| 5 |
| 6.2 | The Consultant acknowledges that the Confidential Information is a valuable and unique asset of the Corporation and that the Confidential Information is and will remain the exclusive property of the Corporation. |
| 6.3 | The Consultant agrees to maintain securely and hold in strict confidence all Confidential Information received, acquired or developed by the Consultant or disclosed to the Consultant as a result of or in connection with the Management Consulting Agreement with the Corporation. The Consultant agrees that, both during its tenure with the Corporation and after the termination of the agreement, the Consultant will not, directly or indirectly, divulge, communicate, use, copy or disclose or permit others to use, copy or disclose, any Confidential Information to any person, except as such disclosure or use is required to perform his duties hereunder or as may be consented to by prior written authorization of the Corporation. |
| 6.4 | The obligation of confidentiality imposed by this Agreement shall not apply to information that appears in issued patents or printed publications, that otherwise becomes generally known in the industry through no act of the Consultant in breach of this Agreement, or that is required to be disclosed by court order or applicable law. |
| 6.5 | The Consultant understands that the Corporation has from time to time in its possession information belonging to third parties or which is claimed by third parties to be confidential or proprietary and which the Corporation has agreed to keep confidential. The Consultant agrees that all such information shall be Confidential Information for the purposes of this Agreement. |
| 6.6 | The Consultant agrees that documents, copies, records and other property or materials made or received by the Consultant that pertain to the business and affairs of the Corporation, including all Confidential Information which is in the Consultant’s possession or under the Consultant’s control are the property of the Corporation and that the Consultant will return same and any copies of same to the Corporation immediately upon termination of the Consultant’s employment or at any time upon the request of the Corporation. |
| 7. | Restricted Activities |
| 7.1 | Restriction on Competition. The Consultant covenants and agrees with the Corporation that the Consultant will not, without the prior written consent of the Corporation, at any time during his employment or for a period of six (6) months following the termination of the Consultant’s engagement, for any reason, either individually or in partnership or in conjunction with any person, whether as principal, agent, shareholder, director, officer, employee, investor, or in any other manner whatsoever, directly or indirectly, advise, manage, carry on, be engaged in, own or lend money to, or permit the Consultant’s name or any part thereof to be used or employed by any person managing, carrying on or engaged in a business anywhere in the State of Coahuila, Mexico, where the Corporation is carrying on the business of mineral exploration which is in direct competition with the business of the Corporation. The restrictions set forth in this Section 7.1 shall terminate and shall not apply to the Consultant where the Management Consulting Agreement is terminated by the Corporation following a Change of Control. |
| 6 |
| 7.2 | Restriction on Solicitation. The Consultant shall not, at any time during their engagement or for a period of six (6) months after the termination of the Consultant’s engagement, for any reason, without the prior written consent of the Corporation, for his account or jointly with another, either directly or indirectly, for or on behalf of himself or any individual, partnership, corporation or other legal entity, as principal, agent, employee or otherwise, solicit, influence, entice or induce, attempt to solicit, influence, entice or induce: |
| (A) | any person who is employed by the Corporation to leave such employment; or |
| (B) | any person, firm or corporation whatsoever, who is or was at any time in the last twelve (12) months of the Executive’s employment a customer or supplier of the Corporation or any affiliate or subsidiary of the Corporation, to cease its relationship with the Corporation or any affiliate or subsidiary of the Corporation. |
| 7.3 | Corporate Opportunities. During the term of this Agreement, the Consultant will offer to the Corporation any mineral exploration investment opportunity in the geographic area of the State of Coahuila, and the business in which the Corporation operates, of which he may become aware. If after 10 working days the Board of Directors of the Corporation refuses the opportunity to participate in the investment or venture, the Consultant is free to seek other alternatives only during his private time. |
| 7.4 | Restriction on Investments. The Consultant may make passive investments in public companies involved in industries in which the Corporation operates, provided any such investment does not exceed a 9.9% equity interest, unless the Consultant obtains consent to acquire an equity interest exceeding 9.9% by consent of the Chairman of the Corporation. |
| 8. | Enforcement |
| 8.1 | The Consultant acknowledges and agrees that the covenants and obligations under Sections 6 and 7 are reasonable, necessary and fundamental to the protection of the Corporation’s business interests, and the Consultant acknowledges and agrees that any breach of these Sections by the Consultant would result in irreparable harm to the Corporation and loss and damage to the Corporation for which the Corporation could not be adequately compensated by an award of monetary damages. Accordingly, the Consultant agrees that, in the event the Consultant violates any of the restrictions referred to in Sections 6 or 7, the Corporation shall suffer irreparable harm and shall be entitled to preliminary and permanent injunctive relief and any other remedies in law or in equity which the court deems fit. |
| 9. | Severability |
| 9.1 | The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision or part hereof, and any invalid provision will be severable from this Agreement in whole or in part. |
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| 10. | Notice |
| 10.1 | Any notice required or permitted to be given hereunder, shall be given by registered mail or by personal delivery or telecopy to the party for whom it is intended, addressed as indicated on the first page hereof or at such other address as the recipient party shall provide in writing to the delivering party. Any notice delivered personally or by telecopy to the party to whom it is addressed, shall be deemed to have been given and received on the day it is so delivered or, if such day is not a business day, then on the next business day following any such day. Any notice mailed shall be deemed to have been given and received on the fifth business day following the date of mailing. |
| 11. | Confidentiality of Agreement |
| 11.1 | The parties agree that this Agreement is confidential and shall remain so after its termination and that it or its contents shall not be divulged by any party without the consent in writing of the other party, with the exception of disclosure to personal advisors and any disclosure required by the laws of any jurisdiction in which the business of the Corporation or its subsidiaries is conducted or may be conducted in future or by the laws of any jurisdiction to which the Corporation or any of its associated or affiliated corporations are subject. |
| 12. | Indemnity |
| 12.1 | The Corporation will indemnify the Consultant and save him harmless from and against: |
| (A) | any and all demands, costs, payments, assessments, claims or damages payable to any authority for source deductions, goods and services tax, harmonized sales tax, and any other remittance obligations arising with respect to payments to the Consultant, |
| (B) | any and all demands, costs, payments, assessments, claims or damages payable to any person for suits or claims or other actions made against the Consultant or the Corporation, |
| (C) | any and all demands, costs, payments, assessments, claims or damages claims arising from loss or damage to property, or injury to, or death of, any person or persons, and |
| (D) | such other liability of any nature or kind to which the Consultant may be subject, arising from or in any way out of the provision of Services by the Consultant under this Agreement. Such indemnity shall cover any and all liability of the Consultant, including all expenses, costs and legal fees incurred in connection therewith. Notwithstanding the foregoing, the foregoing indemnity shall not apply where a court of competent jurisdiction, in a final judgment that has become non-appealable, has determined that: |
| (ii) | the Consultant, in the course of performing the Services, has been negligent or dishonest, has engaged in willful misconduct, or has acted in bad faith or committed any fraudulent act; and |
| 8 |
| (iii) | the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were directly caused by such negligence, dishonesty, willful misconduct, bad faith or fraud. |
| 12.2 | With respect to all demands, costs, payments, assessments, claims or damages payable to any authority for source deductions, goods and services tax, harmonized sales tax, and any other remittance obligations arising with respect to payment to the Consultant hereunder or on account of loss or damage to property, or injury to, or death of, any person or persons arising from or out of the provision of Services by the Consultant under this Agreement, the Consultant shall indemnify and save the Corporation harmless from and against any and all liability for such demands, costs, payments, assessments, loss, damage, injury or death, including any expenses, costs and legal fees incurred in connection therewith, expect for liability on account of loss or damage to property, or injury to, or death of, any person as may arise solely out of the Corporation’s negligence. |
| 13. | Further Assurances |
| 13.1 | The parties hereto undertake to do, sign, execute and deliver such other things, deeds or documents accessory or useful for the purpose of giving full effect to this Agreement with signatures on the signature page. |
| 14. | Governing Law |
| 14.1 | This Agreement is governed by and is to be construed, interpreted and enforced in accordance with the laws of the Province of British Columbia, and the laws of Canada applicable therein. |
| 15. | Enurement |
| 15.1 | This Agreement enures to the benefit of and is binding upon the parties and their respective successors or assigns. |
| 16. | Entire Agreement |
| 16.1 | As of its date of execution, this Agreement constitutes the entire agreement between the parties and supersedes all prior agreements between the parties. The parties agree that there are no other collateral agreements or understandings between them except as provided in this Agreement. |
| 17. | Assignment |
| 17.1 | The Consultant may not assign this Agreement or provide the services of any individual or Corporation other than that stated above without the written consent of the Corporation. |
| 18. | Amendment |
| 18.1 | This Agreement may be amended only in writing by the parties hereto. |
| 19. | Interpretation |
| 19.1 | In this Agreement, a “business day” means a day other than Saturday, Sunday or a statutory holiday in the relevant jurisdiction. |
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| 19.2 | All headings in this Agreement are for convenience only and shall not be used in the interpretation of this Agreement. |
| 20. | Survival |
| 20.1 | Sections 7.2, 10 and 11 shall survive the termination of this Agreement and shall continue in full force and effect according to their terms. Counterparts and Delivery by Facsimile |
| 20.2 | This Agreement may be executed in any number of counterparts, each of which when executed and delivered is an original but all of which taken together will constitute one and the same instrument. Any party hereto may deliver an executed copy of this Agreement by facsimile. |
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date first above written.
| SILVERBULL RESOURCES | ) | |
| ) | c/s | |
| Per: Christopher Richards | ) | |
| Authorized Signatory | ) | |
| ) | ||
| POTAI FZ LLC. | ) | |
| ) | c/s | |
Per:  |
) ) ) |
|
| Authorized Signatory | ) | |
| ) | ||
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SCHEDULE “A” SERVICES
The Chief Executive Officer (the "CEO") primary role is to take overall supervisory and managerial responsibility for the day to day operations of the Corporation's business. Working closely with the President, the CEO will manage the Corporation in an effective, efficient and forward-looking way to fulfil the priorities, goals and objectives determined by the Board. The CEO aims to execute the strategic plans, budgets and responsibilities set out below, with a view to increasing shareholder value. The CEO reports to the Board.
Without limiting the foregoing, the CEO is responsible for the following:
| (a) | Develop and maintain the Corporation's goal to operate to the highest standards of the industry; |
| (b) | Maintain and develop with the Board strategic plans for the Corporation and implement such plans to the best abilities of the Corporation; |
| (c) | Provide quality leadership to the Corporation's staff and ensure that the Corporation's human resources are managed properly; |
| (d) | Provide high-level policy options, orientations and discussions for consideration by the Board; |
| (e) | Together with any special committee appointed for such purpose, maintain existing and develop new strategic alliances and consider possible merger or acquisition transactions with other mining companies which will be constructive for the Corporation's business and will help enhance shareholder value; |
| (f) | Provide support, co-ordination and guidance to various responsible officers and managers of the Corporation; |
| (g) | Implement, oversee and guide the investor relations program for the Corporation, which shall, among other things, ensure communications between the Corporation and major stakeholders, including and most importantly the Corporation's shareholders, are managed in an optimum way and are done in accordance with applicable securities laws; |
| (h) | Provide timely strategic, operational and reporting information to the Board and implement its decisions in accordance with good governance, with the Corporation's policies and procedures, and within budget; |
| (i) | Act as an entrepreneur and innovator within the strategic goals of the Corporation; |
| (j) | Co-ordinate the preparation of an annual business plan or strategic plan; |
| (k) | Ensure appropriate governance skills development and resources are made available to the Board; |
| (l) | Implement workplace policies and procedures that ensure compliance with the provisions of this Manual by all the Corporation’s officers, directors, employees, customers and contractors; |
| (l) | Provide a culture of high ethics throughout the organization; |
| (m) | Take primary responsibility for the administration of all of the Corporation's subareas and administrative practices. |
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SCHEDULE “B” DEFINITIONS
The following terms shall have the following definitions:
| (a) | “Annual Fee” means equal to twelve (12) Monthly Fees |
| (b) | “Total Annual Compensation” means an Annual amount that is the combination of: |
| (i) | the Annual Fee as of the date the cessation of the Consultant’s engagement with the Corporation; and |
| (ii) | an amount equal to the annual average of Bonuses actually paid to the Consultant by the Corporation during the Consultant’s three (3) most recent years of engagement with the Corporation, or, if the Consultant has not been engaged for three (3) years with the Corporation since the Effective Date, an amount equal to the greater of the following amounts: |
| (A) | the annual average of Bonuses, if any, actually paid to the Consultant by the Corporation since the Effective Date; or |
(B) 50% of the Annual Fee in effect at the time of the Consultant’s cessation of engagement with the Corporation.
| (c) | “Board” means the Board of Directors of the Corporation; |
| (d) | “Change of Control” means the occurrence of one or more of the following events after the Effective Date of this Agreement: |
| (i) | a sale, lease or other disposition of all or substantially all of the assets of the Corporation, |
| (ii) | a consolidation or merger of the Corporation with or into any other corporation or other entity or person (or any other corporate reorganization) in which the shareholders of the Corporation immediately prior to such consolidation, merger or reorganization, own less than fifty percent (50%) of the outstanding voting power of the surviving entity (or its parent) following the consolidation, merger or reorganization; or |
| (iii) | a transaction or series or related transactions pursuant to which any person, entity or group within the meaning of Section 13(d) or 14(d) of the U.S. Securities Exchange Act of 1934 (“1934 Act”), or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Corporation or an affiliate) acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act, or comparable successor rule) of securities of the Corporation representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of directors; or |
| (iv) | a transaction or series of transactions pursuant to which (A) (i) any person, entity or group within the meaning of Section 13(d) or 14(d) of the 1934 Act, or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Corporation or an affiliate) acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act, or comparable successor rule) of securities of the Corporation representing at least twenty percent (20%) of the combined voting power entitled to vote in the election of directors or securities of the Corporation that, upon conversion or exchange of such securities, would represent at least twenty percent (20%) |
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of the combined voting power entitled to vote in the election of directors, or (ii) a consolidation or merger of the Corporation with or into any other corporation or other entity or person (or any other corporate reorganization) in which the shareholders of the Corporation immediately prior to such consolidation, merger or reorganization, own less than eighty percent (80%) of the outstanding voting power of the surviving entity (or its parent) following the consolidation, merger or reorganization and (B) in connection with or as a result of such transaction or series of transactions, either (i) one-half (or more) of the members of the Board of Directors of the Corporation resign or are replaced with nominees designated by such person, entity or group or (ii) the chief executive officer of the Corporation resigns or is terminated as a result of such transaction or series of transactions.
| (e) | “Confidential Information” means all trade secrets, proprietary information and other data or information (and any tangible evidence, record or representation thereof), whether prepared, conceived or developed by an employee of the Corporation (including the Consultant) or received by the Corporation from an outside source which is maintained in confidence by the Corporation or any of its employees, contractors or customers including, without limitation: |
| (i) | any ideas, drawings, maps, improvements, know-how, research, geological records, drill logs, inventions, innovations, products, services, sales, scientific or other formulae, core samples, processes, methods, machines, procedures, tests, treatments, developments, technical data, designs, devices, patterns, concepts, computer programs or software, records, data, training or service manuals, plans for new or revised services or products or other plans, items or strategy methods on compilation of information, or works in process, or any inventions or parts thereof, and any and all revisions and improvements relating to any of the foregoing (in each case whether or not reduced to tangible form) that relate to the business or affairs of the Corporation or that result from its marketing, research and/or development activities; |
| (ii) | any information relating to the relationship of the Corporation with any personnel, suppliers, principals, investors, contacts or prospects of the Corporation and any information relating to the requirements, specifications, proposals, orders, contracts or transactions of or with any such persons; |
| (iii) | any marketing material, plan or survey, business plan, opportunity or strategy, development plan or specification or business proposal; |
| (iv) | financial information, including the Corporation’s costs, financing or debt arrangements, income, profits, salaries or wages; and |
| (v) | any information relating to the present or proposed business of the Corporation. |
| (f) | “Fundamental Breach” means any material breach of a fundamental term or condition of this Agreement and, without limiting the foregoing, includes any of the following acts or omissions: |
| (a) | the Consultant’s gross default or misconduct during the Consultant’s engagement in connection with or effecting the business of the Corporation; |
| (b) | the Consultant’s continued refusal or willful misconduct to carry out the duties of his |
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employment after receiving written notice from the Corporation of the failure to do so and having had an opportunity to correct same within a reasonable period of time from the date of receipt of such notice;
| (c) | theft, fraud, dishonesty, misconduct, or misuse of alcohol or drugs of the Consultant involving the property, business or affairs of the Corporation or in the carrying out of the duties of his employment; or |
| (d) | any material breach of this Agreement including any breach Sections 6,7 or 8 of this Agreement; |
| (g) | “Good Reason” means any of the following conduct by the Corporation: |
| (i) | a unilateral reduction to the Annual Fee; |
| (ii) | a unilateral reduction to the aggregate value of the Consultant’s remuneration and benefits other than Annual Fee; |
| (iii) | a unilateral material adverse change to the Consultant’s position, title, authority or responsibilities; |
| (iv) | any reason which would be considered to amount to constructive dismissal pursuant to the common law. |
| (h) | “ICSID Arbitration” mean Silver Bull and its wholly-owned subsidiary, Minera Metalin S.A. de |
C.V. (“Minera Metalin” and together with Silver Bull, the “Claimants”), initiated arbitration proceedings under the rules of the World Bank’s International Centre for Settlement of Investment Disputes (“ICSID”) against Mexico pursuant to Annex 14-C of the United States-Mexico-Canada Agreement (“USMCA”) to recover economic damages resulting from a blockade of the Company’s Sierra Mojada property.
| (i) | “Person” means an individual, partnership, association, Corporation, body corporate, trustee, executor, administrator, legal representative and any national, provincial, state or municipal government; |
Exhibit 31.1
Certification
of CEO Pursuant to Exchange Act Rules 13a-14 and 15d-14,
as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Timothy Barry, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Silver Bull Resources, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Dated: March 13, 2025 | By: | /s/ Timothy Barry |
|
Timothy Barry, Chief Executive Officer (Principal Executive Officer) | ||
Exhibit 31.2
Certification
of CFO Pursuant to Exchange Act Rules 13a-14 and 15d-14,
as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Christopher Richards, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Silver Bull Resources, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Dated: March 13, 2025 | By: | /s/ Christopher Richards |
|
Christopher Richards, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||
Exhibit 32.1
CERTIFICATION OF CEO PURSUANT TO 18 U.S.C.
SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Silver Bull Resources, Inc. (the “Company”) does hereby certify with respect to the Quarterly Report of the Company on Form 10-Q for the quarterly period ended January 31, 2025 (the “Report”) that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Dated: March 13, 2025 | By: | /s/ Timothy Barry | ||
Timothy Barry, Chief Executive Officer (Principal Executive Officer) | ||||
The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code). It shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (15 U.S.C. Section 78r) or otherwise subject to the liability of that section. It shall also not be deemed incorporated by reference into any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except to the extent that the Company specifically incorporates it by reference.
Exhibit 32.2
CERTIFICATION OF CFO PURSUANT TO 18 U.S.C.
SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Silver Bull Resources, Inc. (the “Company”) does hereby certify with respect to the Quarterly Report of the Company on Form 10-Q for the quarterly period ended January 31, 2025 (the “Report”) that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Dated: March 13, 2025 | By: | /s/ Christopher Richards | ||
|
Christopher Richards, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||||
The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code). It shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (15 U.S.C. Section 78r) or otherwise subject to the liability of that section. It shall also not be deemed incorporated by reference into any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except to the extent that the Company specifically incorporates it by reference.