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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) October 2, 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) |
|
(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 of 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.
Item 1.01 Entry into a Material Definitive Agreement.
On October 2, 2026, pursuant to Silver Bow Mining
Corp.’s (the “Company”) previously announced term sheet with Ocean Partners UK Limited (the “Investor”),
the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with the Investor for the issuance
and sale to the Investor of a secured promissory note in an aggregate principal face amount of $5.0 million (the “Note”)
for a purchase price of $5.0 million paid in cash.
The Note will mature on March 31, 2027 (the “Maturity
Date”) and bears interest at a rate equal to the 12-month secured overnight financing rate as provided by CME Group plus 6.75%
per annum (the “Interest Rate”), payable monthly in arrears beginning November 1, 2026. Upon the occurrence of an event
of default under the Note, interest accrues on the outstanding principal amount of the Note at the Interest Rate plus an additional 6%
per annum (the “Default Interest Rate”). The Company may prepay all or any portion of the Note upon 10 business days’
prior written notice, subject to a prepayment penalty equal to 1% of the amount prepaid.
The Note will not amortize but will instead be satisfied
in one of two ways: (i) if the final closing (the “Final Closing”) of the Company’s acquisition of the Jefferson
County Metallurgical Complex, including the Montana Tunnels Mine (collectively, the “Complex”), occurs before the Maturity
Date, the principal amount of the Note and accrued and unpaid interest will be credited against the tranche A draw under the previously
announced concentrate prepayment facility to be entered into between the Company and the Investor concurrently with the Final Closing,
and the Note will be deemed paid in full and cancelled; or (ii) if the Final Closing does not occur before the Maturity Date, the principal
amount of the Note and accrued and unpaid interest will be due in a single lump-sum payment on the Maturity Date.
The Note is secured by a first-priority senior security
interest in the $28.58 million secured promissory note issued by Montana Goldfields, Inc. (“MTGF”) to the Company (the
“MTGF Note”) under the asset purchase agreement, dated August 21, 2026, by and among the Company, Silver Bow Tunnels
Corp., MTGF and Montana Tunnels Mining, Inc., relating to the Company’s acquisition of the Complex. The Company granted the security
interest pursuant to a security agreement, dated October 2, 2026, between the Company and the Investor (the “Security Agreement”),
and assigned its rights under the MTGF Note to the Investor. The Company is required to use the proceeds from the sale of the Note solely
to advance the Rainbow Block project and, when acquired, the Complex.
The Note Purchase Agreement and the Note contain customary
representations and warranties, covenants and events of default. Events of default include, among other matters, specified payment defaults,
certain defaults, redemptions or accelerations of indebtedness, bankruptcy and insolvency events, certain judgments, material breaches
of representations, warranties or covenants, material uninsured loss or damage to collateral or other assets, and dissolution or liquidation
of the Company. Upon an event of default, the Note bears interest at the Default Interest Rate and, upon written notice from the Investor,
becomes immediately due and payable. In addition, in connection with certain change-of-control transactions in which the Company is not
the surviving entity, the Investor may require the principal amount of the Note, accrued interest and other amounts then due to be paid
in cash at the closing of the transaction.
The Note was offered in reliance on Section 4(a)(2)
of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to the representations of the Investor in
the Note Purchase Agreement. The Note has not been registered under the Securities Act or any state securities laws and may not be offered
or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act and applicable state securities laws.
The information in this Current Report on Form 8-K
shall not constitute an offer to sell or a solicitation of an offer to purchase the Note or any other securities, and shall not constitute
an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
The foregoing description of the material terms of
the Note Purchase Agreement, the Note and the Security Agreement is qualified in its entirety by reference to the full text of the Note
Purchase Agreement, the Note and the Security Agreement, attached hereto, as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form
8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 above is incorporated
by reference into this Item 2.03.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 3, 2026, the Compensation Committee
of the Board of Directors of the Company (the “Board”) authorized (i) an increase in the annual salary of the
Company’s Chief Executive Officer, C. Travis Naugle, to $350,000, effective May 1, 2026, (ii) a $250,000 one time
discretionary cash bonus payment and (iii) an annual payment of $100,000 for his role as Executive Chairman of the Board, effective
October 3, 2026.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.1 |
Note Purchase Agreement, dated October 2, 2026, by and between Silver Bow Mining Corp. and Ocean Partners UK Limited |
| 10.2 |
Note issued to Ocean Partners UK Limited, dated October 2, 2026 |
| 10.3 |
Security Agreement, dated October 2, 2026, by and between Silver Bow Mining Corp. and Ocean Partners UK Limited |
| 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: October 8, 2026 |
By: |
/s/ C. Travis Naugle |
| |
C. Travis Naugle |
| |
Chief Executive Officer |
