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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 3, 2026
Silver
Bow Mining Corp.
(Exact
name of registrant as specified in its charter)
| British
Columbia |
|
001-43242 |
|
98-1858068 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
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 (§230.405
of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 4.01 Changes in Registrant’s Certifying Accountant
(a) Termination of Independent Registered Public Accounting Firm
On June 3, 2026, the audit committee of the board of directors (the “Audit Committee”) of Silver Bow Mining Corp. (the “Company”) was notified that Assure CPA, LLC (“Assure”), independent registered public accounting firm to the Company, merged into Sadler Gibb & Associates LLC (“Sadler Gibb”) pursuant to an asset purchase agreement. As
a result of the merger, Assure ceased operations as a public accounting firm and, on June 3, 2026, provided the Audit Committee with its resignation as the Company’s independent registered public accounting firm.
The audit report of Assure on the Company’s consolidated financial statements for the year ended December 31, 2025 (a previously appointed independent public accounting firm provided an audit report on the Company’s consolidated financial statements for the year ended December 31, 2024) did contain a modification regarding uncertainty of the ability of the Company to continue as a going concern but did
not contain any other adverse opinion or a disclaimer of opinion, and were not otherwise qualified or modified as to uncertainty, audit scope, or accounting principles.
During the two most recent fiscal years ended December 31, 2025 and 2024 and through the subsequent interim period preceding the resignation of Assure on June 3, 2026, there were (i) no disagreements (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Assure on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures
which, if not resolved to Assure’s satisfaction, would have caused Assure to make reference to the matter in its reports, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The Company provided Assure with a copy of these disclosures as set forth under this Item 4.01 and requested that Assure furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether Assure agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of the response letter from Assure is attached hereto as Exhibit 16.1.
(b) Appointment of Independent Registered Public Accounting Firm
On June 8, 2026, the Audit Committee approved the appointment of Sadler Gibb as the Company’s independent registered public accounting firm.
During the fiscal years ended December 31, 2025 and 2024 and through the subsequent interim period preceding their appointment on June 8, 2026, neither the Company, nor anyone on its behalf, consulted Sadler Gibb regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated
financial statements of the Company, and no written report or oral advice was provided to the Company by Sadler Gibb that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation
S-K).
Item 9.01 Financial Statements and Exhibits
| 16.1 |
Letter from Assure CPA, LLC, dated June 9, 2026 |
| 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 hereunto duly authorized.
| |
SILVER BOW MINING CORP. |
| |
|
| |
By: |
/s/ C. Travis Naugle |
| |
|
C. Travis Naugle |
| |
|
Chief Executive Officer |
| Dated: June 9, 2026 |
|
