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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
July 27, 2026
(Exact name of registrant as specified in
its charter)
| British Columbia |
|
001-43242 |
|
98-1858068 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification Number) |
|
1401 Idaho Street
Butte, Montana |
|
59701 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: 406-718-7593
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ | Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class: |
|
Trading Symbol |
|
Name of each exchange on which registered: |
| Common Shares, no par value |
|
SBMT |
|
NYSE American, LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act or 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
EXPLANATORY NOTE
Silver Bow Mining Corp. (the “Company”)
is filing this Amendment No. 1 to its Current Report on Form 8-K (this “Amendment”), originally filed with the Securities
and Exchange Commission on July 29, 2026 (the “Original Form 8-K”), solely to disclose the terms of the Amended and
Restated Executive Employment Agreement, dated September 21, 2026 (the “Employment Agreement”), by and among the Company,
SBM Montana LLC (“SBMM”) and Doug Stiles. Except as set forth herein, this Amendment does not amend, update or otherwise
modify the Original Form 8-K.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported, the Company appointed Mr.
Stiles as its President effective July 27, 2026. In connection with his appointment, the Company, SBMM and Mr. Stiles entered into the
Employment Agreement, which amends, restates and supersedes the Executive Employment Agreement among the Company, SBMM and Mr. Stiles
effective as of February 17, 2026 (the “Original Employment Agreement”), pursuant to which Mr. Stiles previously served
as the Company’s Vice President of Regulatory and External Affairs.
Pursuant to the Employment Agreement, Mr. Stiles will
serve as President of the Company and as the Company’s senior operating executive, reporting to the Company’s Chief Executive
Officer. In this role, Mr. Stiles will lead the Company’s day-to-day operations and retain responsibility for the Company’s
regulatory and external affairs functions. The Employment Agreement has a three-year term commencing on February 17, 2026, unless earlier
terminated in accordance with its terms. Upon the earlier of the expiration of the term or a “Change of Control” (as defined
in the Employment Agreement), Mr. Stiles’s employment will automatically convert to at-will employment, subject to the remaining
terms of the Employment Agreement, including its severance and Change of Control provisions.
Pursuant to the Employment Agreement, Mr. Stiles will
receive an annual base salary of $240,000. The Board of Directors of the Company (the “Board”) will review Mr. Stiles’s
base salary during the fourth quarter of 2026 and will increase his base salary, by an amount determined by the Board in its discretion,
no later than December 31, 2026. Mr. Stiles will also be eligible to receive an annual performance bonus of up to 50% of his base salary,
payable in cash, shares, stock options or any combination thereof, based on performance criteria determined by the Board. Mr. Stiles’s
outstanding stock options will remain outstanding in accordance with the Company’s long-term incentive plan and the applicable award
agreements, and he will remain eligible to receive additional equity awards in the Board’s discretion. Mr. Stiles will also be entitled
to four weeks of paid vacation, reimbursement of reasonable business, travel and lodging expenses, use of a company vehicle in connection
with the performance of his duties and participation in the retirement, health and other employee benefit plans made available by the
Company to its employees generally.
If Mr. Stiles’s employment is terminated by
the Company without “Cause” or by Mr. Stiles for “Good Reason” (each as defined in the Employment Agreement),
Mr. Stiles will receive the following payments and benefits: (i) a lump-sum cash payment equal to 12 months of his then-current base salary,
(ii) a prorated bonus for the year of termination, (iii) payment or reimbursement of premiums for continued health, dental and vision
coverage for 12 months following termination, (iv) immediate vesting of all unvested stock options and (v) reimbursement of unreimbursed
business expenses. Mr. Stiles’s receipt of these payments and benefits is subject to his execution and non-revocation of a general
release of claims. If Mr. Stiles’s employment is terminated by the Company without Cause or by Mr. Stiles for Good Reason during
the period commencing three months before and ending 12 months after a Change of Control, Mr. Stiles will instead receive a lump-sum cash
payment equal to 24 months of his then-current annualized base salary, subject to his execution and non-revocation of a general release
of claims. In addition, upon a Change of Control, any unvested stock options or other equity awards held by Mr. Stiles will immediately
vest.
In addition, Mr. Stiles is subject to confidentiality
obligations during and after his employment. The Employment Agreement also contains customary provisions relating to indemnification,
expense reimbursement, compliance with Company policies and applicable clawback requirements. The Employment Agreement amends, restates
and supersedes the Original Employment Agreement in its entirety. The foregoing summary of the Employment Agreement does not purport to
be complete and is subject to, and qualified in its entirety by, the full text of the Employment Agreement, a copy of which is filed as
Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 |
Amended and Restated Executive Employment Agreement |
| 104 |
Cover Page Interactive Data File--the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| |
SILVER BOW MINING CORP. |
| |
|
| |
|
| Date: September 25, 2026 |
By: |
/s/ C. Travis Naugle |
| |
|
Name: |
C. Travis Naugle |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
|
