UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a–12
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SILVER BULL RESOURCES, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a–6(i)(1) and 0–11.
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(1)
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Title of each class of securities to which
transaction applies:
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(2)
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Aggregate number of securities to which transaction
applies:
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(3)
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Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0–11 (set forth the amount on which the filing fee is calculated
and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0–11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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SILVER BULL RESOURCES, INC.
777 Dunsmuir Street, Suite 1610
Vancouver, British Columbia V7Y 1K4
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, DECEMBER 16,
2020
To the Shareholders of Silver Bull Resources,
Inc.:
A special meeting of shareholders of
Silver Bull Resources, Inc., a Nevada corporation (“Silver Bull” or the “Company”), will be held at the
Company’s offices at 777 Dunsmuir Street, Suite 1610, Vancouver, British Columbia V7Y 1K4, on Wednesday, December 16,
2020 at 10:00 a.m. local time for the purpose of considering and voting upon proposals to:
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Approve and adopt amended and restated articles of incorporation of the Company to
increase the number of authorized shares of Silver Bull common stock from 37.5 million to 300 million and to make certain
non-substantive amendments;
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Approve and adopt amended and restated articles of incorporation of the Company to
change the Company’s name to MaxMetals Corp. and to make certain non-substantive amendments; and
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Transact such other business as may lawfully come before the meeting or any adjournment(s)
or postponement(s) thereof.
The Board of Directors has fixed the
close of business on ●, 2020 as the record date for determination of the Company’s shareholders entitled to vote at
the meeting and any adjournment(s) or postponement(s) thereof. This Notice of Special Meeting of Shareholders and related proxy
materials are being distributed or made available to shareholders beginning on or about ●, 2020.
Under
the U.S. Securities and Exchange Commission and Canadian securities rules, we have elected to use the Internet for delivery of
the special meeting materials to our shareholders, enabling us to provide them with the information they need, while lowering the
costs of delivery and reducing the environmental impact associated with the special meeting. Our proxy materials are available
at www.proxyvote.com. We also post our proxy materials on our website at www.silverbullresources.com/investors/agm.
We cordially invite you to attend the
special meeting. Whether or not you plan to attend, it is important that your shares be represented and voted at the meeting. Please
refer to your proxy card or Notice Regarding the Availability of Proxy Materials for more information on how to vote your shares
at the meeting and return your voting instructions as promptly as possible.
Thank you for your support.
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BY ORDER OF THE BOARD OF DIRECTORS,
BRIAN D. EDGAR, CHAIRMAN
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IMPORTANT NOTICE
REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SPECIAL
MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, DECEMBER 16, 2020
Our Notice of Special
Meeting of Shareholders and proxy statement are available at
www.proxyvote.com
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TABLE OF CONTENTS
ABOUT THE SPECIAL MEETING
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1
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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6
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PROPOSAL 1: to INCREASE THE NUMBER OF AUTHORIZED SHARES OF SILVER BULL COMMON STOCK
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8
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PROPOSAL 2: to CHANGE THE COMPANY’S NAME
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10
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OTHER MATTERS
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12
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SHAREHOLDER PROPOSALS
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12
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ANNEX A: AMENDED AND RESTATED ARTICLES OF INCORPORATION
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A-1
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Annex B:
MARKED VERSION OF AMENDED AND RESTATED ARTICLES OF INCORPORATION
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B-1
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PRELIMINARY PROXY STATEMENT—SUBJECT
TO COMPLETION
SILVER BULL RESOURCES, INC.
777 Dunsmuir Street, Suite 1610
Vancouver, British Columbia V7Y 1K4
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
WEDNESDAY, DECEMBER 16, 2020
ABOUT
THE SPECIAL MEETING
This proxy statement (the “Proxy
Statement”) is furnished to shareholders of Silver Bull Resources, Inc. (“Silver Bull,” the “Company,”
“us,” or “we”) in connection with the solicitation of proxies by the Board of Directors of Silver Bull
(the “Board”), on behalf of the Company, to be voted at the Special Meeting of Shareholders (the “Meeting”).
The Meeting will be held at the Company’s offices at 777 Dunsmuir Street, Suite 1610, Vancouver, British Columbia V7Y
1K4, on Wednesday, December 16, 2020 at 10:00 a.m. local time, or at any adjournment or postponement thereof. The Meeting
is being held for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders. The Meeting will be held
observing all COVID-19 protocols, including mandatory wearing of masks and social distancing of at least two meters. No refreshments
will be served and all attendees will disperse immediately after the meeting chair declares the Meeting adjourned.
We have elected to provide access to
our proxy materials on the Internet under the U.S. Securities and Exchange Commission (the “SEC”) and Canadian securities
regulators’ “notice and access” rules. Our proxy materials are available at www.proxyvote.com. We also post our
proxy materials on our website at www.silverbullresources.com/investors/agm. The Notice of Special Meeting of Shareholders and
related proxy materials are being made available to shareholders beginning on or about ●, 2020.
All references to currency in this Proxy
Statement are in U.S. dollars, unless otherwise indicated.
Notice of Internet Availability of
Proxy Materials
On or about ●, 2020, we will furnish
a Notice of Internet Availability of Proxy Materials (“Notice”) to our shareholders containing instructions on how
to access the proxy materials and vote online. In addition, instructions on how to request a printed copy of these materials may
be found on the Notice. If you received a Notice by mail, you will not receive a paper copy of the proxy materials unless you request
such materials by following the instructions contained on the Notice. Your vote is important regardless of the extent of your holdings.
Solicitation Costs
The cost of preparing and mailing the
Notice, handling requests for proxy materials, and the cost of solicitation of proxies on behalf of the Board will be borne by
the Company. Proxies may be solicited personally or via mail, telephone or facsimile by directors, officers and regular employees
of the Company, none of whom will receive any additional compensation for such solicitations. The Company has retained Alliance
Advisors to act as its proxy solicitation agent. In connection with these services, Alliance Advisors will receive approximately
$30,000 for its assistance and will be reimbursed for its reasonable out-of-pocket expenses. In addition, the Company has agreed
to indemnify Alliance Advisors and certain related persons against certain liabilities relating to or arising out of Alliance Advisor’s
engagement.
If you have questions regarding the
Meeting, you may contact Alliance Advisors at 200 Broadacres Drive, 3rd Floor, Bloomfield, New Jersey 07003, by calling toll free
at (833) 970-2873 or by e-mail at votinginquiries@allianceadvisors.com.
Dissenters Rights
The proposed corporate actions on which
the Company’s shareholders are being asked to vote are not corporate actions for which shareholders of a Nevada corporation
have the right to dissent under the Nevada Private Corporations Chapter of the Nevada Revised Statutes, Nev. Rev. Stat. 78.
What is the purpose of the Meeting?
At our Meeting, shareholders will vote
on the following items of business:
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Approve and adopt amended and restated articles of incorporation of the Company to
increase the number of authorized shares of Silver Bull common stock from 37.5 million to 300 million and to make certain
non-substantive amendments (the “Authorized Shares A&R Articles”); and
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Approve and adopt amended and restated articles of incorporation of the Company to
change the Company’s name to MaxMetals Corp. and to make certain non-substantive amendments (the “Company Name Change
A&R Articles”).
You will also vote on such other matters
as may properly come before the Meeting or any postponement(s) or adjournment(s) thereof.
What are the Board’s recommendations?
The Board recommends that you vote:
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1.
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“FOR” the proposal to increase the number of authorized
shares of Silver Bull common stock by approving and adopting the Authorized Shares A&R Articles; and
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2.
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“FOR” the proposal to change the Company’s
name by approving and adopting the Company Name Change A&R Articles.
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At this time, our management does not
intend to present other items of business and knows of no items of business that are likely to be brought before the Meeting, except
those described in this Proxy Statement. However, if any other matters should properly come before the Meeting, the persons named
in the enclosed proxy will have discretionary authority to vote the shares represented by such proxy in accordance with their best
judgment on the matters.
What shares are entitled to vote?
As of the close of business on ●,
2020, the record date for the Meeting, we had ● shares of Silver Bull common stock outstanding. Each share of Silver Bull
common stock outstanding on the record date is entitled to one vote on all items being voted on at the Meeting. You can vote all
of the shares that you owned on the record date. These shares include (i) shares held directly in your name as the shareholder
of record and (ii) shares held for you as the beneficial owner through a broker, bank or other nominee.
What is required to approve each
item and how will abstentions be counted?
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For Proposal 1 (to approve and adopt the Authorized Shares A&R Articles),
the affirmative vote of the holders of a majority of the outstanding shares of Silver Bull common stock is required for approval,
provided a quorum is present. Abstentions with respect to Proposal 1 will have the same effect of a vote “AGAINST”
the proposal.
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For Proposal 2 (to approve and adopt the Company Name Change A&R Articles),
the affirmative vote of the holders of a majority of the outstanding shares of Silver Bull common stock is required for approval,
provided a quorum is present. Abstentions with respect to Proposal 2 will have the same effect of a vote “AGAINST”
the proposal.
How do I vote my shares?
Each share of Silver Bull common stock
that you own entitles you to one vote. Your Notice or proxy card shows the number of shares of Silver Bull common stock that you
own. You may elect to vote in one of the following methods:
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By Mail – If you have requested a paper copy of the proxy materials,
please date and sign the proxy card and return it promptly in the accompanying envelope.
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By Internet – If you received a Notice of Internet Availability of Proxy
Materials, you can access our proxy materials and vote online. Instructions to vote online are provided in the Notice.
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By Telephone – You may vote your shares by calling the telephone number
specified on your proxy card. You will need to follow the instructions on your proxy card and the voice prompts.
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In Person – You may attend the Meeting and vote in person. We will give
you a ballot when you arrive. If your stock is held in the name of your broker, bank or another nominee (a “Nominee”),
then you must present a proxy from that Nominee in order to verify that the Nominee has not already voted your shares on your behalf.
If your shares are held in an account
at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street
name,” and the Notice or proxy materials, as applicable, are being forwarded to you by that organization. Your Voting Instruction
Form from Broadridge Financial Solutions, Inc. (“Broadridge”) or your Notice provides information on how to vote your
shares. The organization holding your account is considered the shareholder of record for purposes of voting at the Meeting.
If you are a beneficial owner of shares
held in street name and do not provide the organization that holds your shares with specific voting instructions, the organization
that holds your shares may generally vote on “routine” matters such as Proposal 1 (to increase the number of authorized
shares of Silver Bull common stock) and Proposal 2 (to change the Company’s name), but cannot vote on “non-routine”
matters.
Proxies submitted properly by one of
the methods discussed above will be voted in accordance with the instructions contained therein. If the proxy is submitted but
voting directions are not provided, the proxy will be voted “FOR” the proposal to increase the number of authorized
shares of Silver Bull common stock and “FOR” the proposal to change the Company’s name, and in such manner as
the proxy holders named on the proxy, in their discretion, determine upon such other business as may properly come before the Meeting
or any adjournment or postponement thereof.
Who may attend the Meeting?
All shareholders as of the record date,
or their duly appointed proxies, may attend the Meeting. If you are not a shareholder of record but hold shares through a broker
or bank (i.e., in street name), you should provide proof of beneficial ownership on the record date, such as your most recent account
statement as of ●, 2020, a copy of the voting instruction card provided by your broker, bank or other holder of record, or
other similar evidence of ownership. Cameras, recording devices and other electronic devices will not be permitted at the Meeting.
How may I vote my shares in person
at the Meeting?
Shares held in your name as the shareholder
of record may be voted in person at the Meeting. Shares held beneficially in street name may be voted in person only if you obtain
a legal proxy from the broker, bank or other holder of record that holds your shares giving you the right to vote the shares. Even
if you plan to attend the Meeting, we recommend that you also submit your proxy or voting instructions prior to the Meeting as
described below so that your vote will be counted if you later decide not to attend the Meeting.
May I change my vote or revoke my
proxy after I return my proxy card?
Yes. Even after you have submitted your
proxy, you may change the votes you cast or revoke your proxy at any time before the votes are cast at the Meeting (i) by
delivering a written notice of your revocation to our principal executive office, if sent by regular mail, to Silver Bull Resources,
Inc., 777 Dunsmuir Street, Suite 1610, P.O. Box 10427, Vancouver, British Columbia, V7Y 1K4, Canada, or, if sent other than by
regular mail, to Silver Bull Resources, Inc., 777 Dunsmuir Street, Suite 1610, Vancouver, British Columbia, V7Y 1K4, Canada; or
(ii) by executing and delivering a later-dated proxy. In addition, the powers of the proxy holders will be suspended if you
attend the Meeting in person and so request, although attendance at the Meeting will not by itself revoke a previously granted
proxy. Notwithstanding the foregoing, no proxy will be counted unless it is received by the Company prior to the commencement of
the Meeting.
What constitutes a quorum?
The presence, in person or by proxy,
of one-third of the shares of Silver Bull common stock outstanding as of the record date constitutes a quorum for the transaction
of business at the Meeting. In the event there are not sufficient votes for a quorum or to approve any proposals at the time of
the Meeting, the Meeting may be adjourned in order to permit further solicitation of proxies. The inspector of election will treat
shares of Silver Bull common stock represented by a properly signed and returned proxy as present at the Meeting for purposes of
determining a quorum, without regard to whether the proxy is marked as casting a vote or abstaining. Abstentions as to particular
matters would nonetheless be counted for purposes of determining whether a quorum is present at the Meeting.
What does it mean if I receive more
than one proxy card?
If you receive more than one proxy card,
it means that you hold shares registered in more than one name or brokerage account. You should sign and return all proxies for
each proxy card that you receive in order to ensure that all of your shares are voted.
How may I vote on each of the proposals?
For each of Proposals 1 and 2,
you may vote “FOR” or “AGAINST” the proposal, or you may indicate that you wish to “ABSTAIN”
from voting on the proposal.
Who will count the proxy votes?
We currently expect that Broadridge
will tabulate the votes and that the Company’s Chief Financial Officer, Christopher Richards, will serve as inspector of
election for the Meeting.
How will voting on any other business
be conducted?
We do not expect any matters to be presented
for a vote at the Meeting other than the matters described in this Proxy Statement. If you grant a proxy, either of the officers
named as proxy holder, Timothy Barry or Christopher Richards, will have the discretion to vote your shares on any additional matters
that are properly presented for a vote at the Meeting.
Why
is the Company seeking approval to increase the number of authorized shares of Silver Bull common stock?
The proposed increase in the number
of authorized shares of Silver Bull common stock would enable the Company, without further shareholder approval, to issue shares
from time to time as may be required for various business purposes, including but not limited to raising additional capital to
further the development of the Sierra Mojada project in Mexico and the Beskauga property
(and other properties) located in Kazakhstan. Assuming the transactions contemplated by the previously disclosed option
agreement (the “Copperbelt Option Agreement”), dated as of August 12, 2020, with Copperbelt AG, a corporation
existing under the laws of Switzerland (“Copperbelt Parent”), and Dostyk LLP, an entity existing under the laws of
Kazakhstan and a wholly-owned subsidiary of Copperbelt Parent (“Copperbelt Sub,” and together with Copperbelt Parent,
“Copperbelt”), are completed, the Company will be required, among other things, (i) to incur $15 million
in cumulative exploration expenditures on the Beskauga property located in Kazakhstan by the fourth anniversary following the closing
date in order to maintain the effectiveness of the option to acquire the Beskauga property (the “Copperbelt Option”),
(ii) to pay Copperbelt up to $15 million in cash to exercise the Copperbelt Option, and (iii) to make up to $32 million
in cumulative bonus payments to Copperbelt Parent if the Beskauga property is the subject of a bankable feasibility study in compliance
with Canadian National Instrument 43-101 indicating specified amounts of gold equivalent resources. We expect to finance part,
if not all, of such costs through public and private issuances of Silver Bull common stock when we believe market conditions to
be favorable.
By increasing the number of authorized
shares of Silver Bull common stock now, we will be able to act in a timely manner when the need to raise equity capital arises
or when the Board believes it is in the best interests of the Company and our shareholders to take action, without the delay and
expense that would be required at that time to obtain shareholder approval to increase our authorized shares. Virtually all junior
exploration companies like Silver Bull remain as viable companies and conduct their mineral exploration activities by raising funds
by issuing shares from time to time. In the absence of an affirmative vote to increase the number of authorized shares of Silver
Bull common stock, the Company will have an insufficient number of authorized shares to raise funds to fund our general corporate
overhead or cover the costs associated with maintaining its interests in the Sierra Mojada project in Mexico or its potential mineral
interests in Kazakhstan.
Why
is the Company seeking approval to change its name from Silver Bull Resources, Inc. to MaxMetals Corp.?
The
primary exploration project of the Company is its Sierra Mojada project in Mexico. As soon as the blockade by the cooperative of
local miners called Sociedad Cooperativa de Exploración Minera Mineros Norteños, S.C.L. (“Mineros Norteños”)
is resolved, the Company plans to resume its drilling program to explore its concessions at the Sierra Mojada property with respect
to silver and zinc mineralization. If the transactions contemplated by the Copperbelt Option Agreement are completed, the
Company will be required to, among other things, incur certain exploration expenditures on the Beskauga property located in Kazakhstan
and make certain bonus payments if the Beskauga property is the subject of a bankable feasibility study indicating specified amounts
of gold equivalent resources. Going forward, the Company believes its exploration efforts
at the Sierra Mojada project in Mexico, the Beskauga property in Kazakhstan, and/or other properties will focus on advancing the
exploration and potential development of silver and zinc, gold, and possibly other metal resources. Accordingly, the Board believes
that the proposed name change from Silver Bull Resources, Inc. to MaxMetals Corp. is appropriate to better describe the Company’s
focus and anticipated exploration activities.
What
are the non-substantive amendments that are included in each of the Authorized Shares A&R Articles and the Company Name Change
A&R Articles?
The two non-substantive amendments that
are reflected in each of the Authorized Shares A&R Articles and the Company Name Change A&R Articles are (i) including
the name of the Company’s registered agent to comply with Nevada law and (ii) revising the description of the Company’s
business purpose to simply provide that the Company is authorized to engage in any lawful activity permitted under Nevada law.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
On September 18, 2020, the Company
completed a one-for-eight reverse stock split of the shares of Silver Bull common stock. All share and per share information in
this Proxy Statement has been adjusted to reflect the impact of the reverse stock split.
Security Ownership of Management
The number of shares of Silver Bull
common stock outstanding as of October 16, 2020 was 29,542,365. The following table sets forth as of the record date the number
of shares of Silver Bull common stock beneficially owned by each of the Company’s directors and named executive officers
and the number of shares beneficially owned by all of the directors and named executive officers as a group:
Name and Address of Beneficial Owner (1)
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Position
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Amount and Nature of Beneficial Ownership (2)
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Percent of Common Stock
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Brian D. Edgar
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Chairman and Director
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1,255,454
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(4)
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4.18
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%
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Timothy T. Barry
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President, Chief Executive Officer and Director
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665,375
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(5)
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2.21
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%
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Sean C. Fallis
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Former Chief Financial Officer (3)
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515,000
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(6)
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1.71
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%
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Daniel J. Kunz
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Director
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115,625
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(7)
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*
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John A. McClintock
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Director
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112,500
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(8)
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*
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Christopher Richards
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Chief Financial Officer
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0
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*
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All directors and executive officers as a group (6 persons)
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2,663,954
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8.50
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%
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_________________________
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*
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The percentage of Silver Bull common stock beneficially owned is less than one percent (1%).
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(1)
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The address of these persons is c/o Silver Bull Resources, Inc., 777 Dunsmuir Street, Suite 1610,
Vancouver, British Columbia V7Y 1K4.
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(2)
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Calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).
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(3)
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Mr. Fallis resigned from his position as the Company’s Chief Financial Officer effective
as of September 25, 2020.
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(4)
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Consists of (i) 706,352 shares of Silver Bull common stock held directly, (ii) 512,500
stock options, which are vested or will vest within 60 days, and (iii) 36,602 shares of Silver Bull common stock owned
by Tortuga Investments Corp., a company wholly owned by Mr. Edgar.
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(5)
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Consists of (i) 127,875 shares of Silver Bull common stock held directly and (ii) 537,500
stock options, which are vested or will vest within 60 days.
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(6)
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Consists of (i) 2,500 shares of Silver Bull common stock held directly and (ii) 512,500
stock options, which are vested or will vest within 60 days.
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(7)
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Consists of (i) 3,125 shares held directly and (ii) 112,500 stock options, which are
vested or will vest within 60 days.
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(8)
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Consists of 112,500 stock options, which are vested or will vest within 60 days.
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Security Ownership of Certain Beneficial
Owners
The following table sets forth the beneficial
ownership of Silver Bull common stock as of October 16, 2020 by each person (other than the directors and executive officers
of the Company) who owned of record, or was known to own beneficially, more than 5% of the outstanding voting shares of Silver
Bull common stock.
Name and
Address of Beneficial Owner
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Amount and Nature of Beneficial Ownership (1)
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Percent of Common Stock
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Ibex Microcap Fund LLLP (2)
c/o Ibex Investors LLC
3200 Cherry Creek South Drive, Suite 670
Denver, Colorado 80209
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2,181,020
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7.38%
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_________________________
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(1)
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Calculated in accordance with Rule 13d-3 under the Exchange Act.
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(2)
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This information is based on a Schedule 13G/A filed on January 24, 2020 by Justin B.
Borus, Ibex Investors LLC (“Ibex Investors”), Ibex Microcap Fund LLLP (“Ibex Microcap”), Lazarus Macro
Micro Partners LLLP (“Macro Micro Partners”), and Ibex Investment Holdings LLC (“Ibex Investment Holdings”).
The securities set forth above consist of 2,179,732 shares of Silver Bull common stock held by Ibex Microcap and 1,288 shares of
Silver Bull common stock held by Macro Micro Partners. Ibex Investors is the investment manager and general partner of Ibex Microcap
and Macro Micro Partners. Ibex Investment Holdings is the sole member of Ibex Investors. Justin B. Borus is the manager of Ibex
Investors and Ibex Investment Holdings. Justin B. Borus, Ibex Investors and Ibex Investment Holdings may be deemed to beneficially
own the shares of Silver Bull common stock directly beneficially owned by Ibex Microcap and Macro Micro Partners. Each of Ibex
Investors, Ibex Microcap, Macro Micro Partners, Ibex Investment Holdings and Mr. Borus disclaims beneficial ownership with
respect to any shares other than the shares directly beneficially owned by such entity or person.
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PROPOSAL 1:
to INCREASE THE NUMBER OF AUTHORIZED SHARES OF SILVER BULL COMMON STOCK
On October 22,
2020, the Board adopted a resolution to amend and restate the articles of incorporation of the Company to increase the number of
authorized shares of Silver Bull common stock from 37.5 million to 300 million and to make certain non-substantive amendments
(the “Authorized Shares A&R Articles”). The adoption of the resolution is subject to shareholder approval.
As of October 16, 2020, we were
authorized to issue up to 37.5 million shares of Silver Bull common stock, of which 29,542,365 shares of Silver Bull common
stock were issued and outstanding.
The proposed increase in the number
of authorized shares of Silver Bull common stock would enable the Company, without further shareholder approval, to issue shares
from time to time as may be required for various business purposes, including but not limited to raising additional capital to
further the development of the Sierra Mojada project in Mexico as soon as the blockade by
Mineros Norteños is resolved and the Beskauga property in Kazakhstan. Assuming the transactions contemplated by the
Copperbelt Option Agreement are completed, the Company will be required, among other things, (i) to incur $15 million
in cumulative exploration expenditures on the Beskauga property located in Kazakhstan by the fourth anniversary following the closing
date in order to maintain the effectiveness of the Copperbelt Option, (ii) to pay Copperbelt up to $15 million in cash
to exercise the Copperbelt Option, and (iii) to make up to $32 million in cumulative bonus payments to Copperbelt Parent
if the Beskauga property is the subject of a bankable feasibility study in compliance with Canadian National Instrument 43-101
indicating specified amounts of gold equivalent resources. We expect to finance part, if not all, of such costs through public
and private issuances of Silver Bull common stock when we believe market conditions to be favorable.
The proposed increase in the number
of authorized shares of Silver Bull common stock would not change the terms of Silver Bull common stock, and the additional shares
of Silver Bull common stock would have rights identical to the currently outstanding Silver Bull common stock. The Company does
not currently have any specific plans to issue additional shares of Silver Bull common stock but expects to continue to issue shares
of Silver Bull common stock under its equity compensation plans from time to time. In addition, the Board will continue to assess
opportunities to issue shares of Silver Bull common stock from time to time in potential offerings for capital-raising purposes.
The Board has not proposed an increase in the number of authorized shares of Silver Bull common stock with the intention of discouraging
tender offers or takeover attempts relating to the Company.
The Board recognizes that the issuance
of additional shares of Silver Bull common stock may dilute the existing holders of our common stock. However, the Board believes
that these potential risks are outweighed by the benefit that an increase in the number of available shares would provide in terms
of additional financing flexibility. The Board believes that retaining the ability to act quickly on future opportunities that
may require or be facilitated by additional stock issuances will benefit existing shareholders.
By increasing to the number of authorized
shares of Silver Bull common stock now, we will be able to act in a timely manner when the need to raise equity capital arises
or when the Board believes it is in the best interests of the Company and our shareholders to take action, without the delay and
expense that would be required at that time to obtain shareholder approval of such an increase.
In addition to the proposed increase
in the number of authorized shares of Silver Bull common stock, the Authorized Shares A&R Articles include the following two
non-substantive amendments:
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1.
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The Authorized Shares A&R Articles have been revised to reflect
an amendment to Article No. 2 to include the name of the Company’s registered agent.
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2.
|
Nevada law provides that subject to such limitations, if any, as
may be contained in a corporation’s articles of incorporation, every corporation has certain enumerated powers. The Board
believes that the description of the purpose of the Company, as reflected in Article No. 3 of the Company’s articles
of incorporation currently in effect, may be interpreted to unnecessarily limit the broad purpose of the Company that is otherwise
provided for statutorily. As permitted under Nevada law, the Authorized Shares A&R Articles reflect an amendment to Article
No. 3 to allow the Company to engage in any lawful activity permitted under Nevada law. No change to the Company’s business
strategy is being considered by the Board.
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Clean and marked versions of the Authorized
Shares A&R Articles, noting the proposed changes to the current articles of incorporation of the Company in annotated footnotes
and strikethrough and underlined text, as applicable, are attached to this Proxy Statement as Annex A and Annex B,
respectively, and are incorporated by reference herein.
If the Authorized Shares A&R Articles
are approved, we intend to file with the Secretary of State of the State of Nevada amended and restated articles of incorporation
reflecting the amendments contemplated by this proposal. If both the Authorized Shares A&R Articles and the Company Name Change
A&R Articles are approved, we intend to file with the Secretary of State of the State of Nevada amended and restated articles
of incorporation reflecting the amendments contemplated by both proposals. The amended and restated articles of incorporation will
be effective immediately upon filing with the Secretary of State of the State of Nevada. At any time prior to the filing of the
amended and restated articles of incorporation with the Secretary of State of the State of Nevada, notwithstanding shareholder
approval thereof and without further action by the shareholders, the Board, in its sole discretion, may abandon or delay the filing
of either or both of the Authorized Shares A&R Articles and the Company Name Change A&R Articles.
Based on the foregoing, the
Board deems it advisable and in the best interest of the Company that its shareholders approve the Authorized Shares A&R Articles.
Appraisal
Rights
Dissenting shareholders do not have
appraisal rights under Nevada state law or under the Company’s articles of incorporation or bylaws in connection with the
Authorized Shares A&R Articles.
Effectiveness
of Authorized Shares A&R Articles
The Authorized Shares A&R Articles
will become effective once they are approved at the Meeting and, at the Board’s sole discretion, filed with the Secretary
of State of the State of Nevada.
Vote
Required for Approval
Approval of the Authorized Shares A&R
Articles will require the affirmative vote of the holders of a majority of the outstanding shares of Silver Bull common stock,
provided a quorum is present.
Board
Recommendation
The Board unanimously recommends that
you vote “FOR” the Authorized Shares A&R Articles.
PROPOSAL 2:
to CHANGE THE COMPANY’S NAME
Silver Bull Resources, Inc. has been
the Company’s legal name since April 2011. On October 22, 2020, the Board adopted a resolution to amend and restate
the articles of incorporation of the Company to change the name of the Company to MaxMetals Corp. and to make certain non-substantive
amendments (the “Company Name Change A&R Articles”). The adoption of the resolution is subject to shareholder approval.
The
primary exploration project of the Company is its Sierra Mojada project in Mexico. As soon as the blockade by Mineros Norteños
is resolved, the Company plans to resume its drilling program to explore its concessions at the Sierra Mojada property with respect
to silver and zinc mineralization. If the transactions contemplated by the Copperbelt Option Agreement are completed, the
Company will be required to, among other things, incur certain exploration expenditures on the Beskauga property located in Kazakhstan
and make certain bonus payments if the Beskauga property is the subject of a bankable feasibility study indicating specified amounts
of gold equivalent resources. Going forward, the Company believes its exploration efforts
at the Sierra Mojada project in Mexico, the Beskauga property in Kazakhstan, and/or other properties will focus on advancing the
exploration and potential development of silver and zinc, gold, and possibly other metal resources. Accordingly, the Board believes
that the proposed name change from Silver Bull Resources, Inc. to MaxMetals Corp. is appropriate to better describe the Company’s
focus and anticipated exploration activities.
In addition to the proposed change to
the Company’s name, the Company Name Change A&R Articles include the same two non-substantive amendments that are reflected
in the Authorized Shares A&R Articles: (i) including the name of the Company’s registered agent to comply with Nevada
law and (ii) changing the Company’s business purpose to allow the Company to engage in any lawful activity permitted
under Nevada law.
Clean and marked versions of the Company
Name Change A&R Articles, noting the proposed changes to the current articles of incorporation of the Company in annotated
footnotes and strikethrough and underlined text, as applicable, are attached to this Proxy Statement as Annex A and
Annex B, respectively, and are incorporated by reference herein.
If the Company Name Change Articles
are approved, we intend to file with the Secretary of State of the State of Nevada amended and restated articles of incorporation
reflecting the amendments contemplated by this proposal and work with the Financial Industry Regulatory Authority (FINRA) to obtain
a new trading symbol for Silver Bull common stock. If both the Authorized Shares A&R Articles and the Company Name Change A&R
Articles are approved, we intend to file with the Secretary of State of the State of Nevada amended and restated articles of incorporation
reflecting the amendments contemplated by both proposals. The amended and restated articles of incorporation will be effective
immediately upon filing with the Secretary of State of the State of Nevada. At any time prior to the filing of the amended and
restated articles of incorporation with the Secretary of State of the State of Nevada, notwithstanding shareholder approval thereof
and without further action by the shareholders, the Board, in its sole discretion, may abandon or delay the filing of either or
both of the Company Name Change A&R Articles and the Authorized Shares A&R Articles. The change of the Company’s
name to MaxMetals Corp. may not be reflected in the general market until after it is effective under Nevada law, and the Company
may not be assigned a new trading symbol for some time (if at all).
Based on the foregoing, the
Board deems it advisable and in the best interest of the Company that its shareholders approve the Company Name Change A&R
Articles.
Effectiveness
of Company Name Change A&R Articles
The Company Name Change A&R Articles
will become effective once they are approved at the Meeting and, at the Board’s sole discretion, filed with the Secretary
of State of the State of Nevada.
Vote
Required for Approval
Approval of the Company Name Change
A&R Articles will require the affirmative vote of the holders of a majority of the outstanding shares of Silver Bull common
stock, provided a quorum is present.
Board
Recommendation
The Board unanimously recommends that
you vote “FOR” the approval of the Company Name Change A&R Articles.
OTHER
MATTERS
Management and the Board of the Company
know of no matters to be brought before the Meeting other than as set forth herein. However, if any such other matters properly
are presented to the Company’s shareholders for action at the Meeting and any adjournment(s) or postponement(s) thereof,
it is the intention of the proxy holders named in the enclosed proxy to vote in their discretion on all matters on which the shares
represented by such proxy are entitled to vote.
SHAREHOLDER
PROPOSALS
Shareholders may submit proposals or
director nominations for inclusion by the Company in the proxy statement for next year’s annual meeting of shareholders.
For your proposal or director nomination to be considered for inclusion in our proxy statement for next year’s annual meeting,
your written proposal must be received by our corporate secretary at our principal executive office no later than 120 days before
the anniversary of the release date of our proxy statement distributed in connection with our 2020 annual meeting of shareholders,
unless the date of next year’s annual meeting is changed by more than 30 days from the date of our 2020 annual meeting of
shareholders. After such date, any shareholder proposal will be considered untimely.
If we change the date of next year’s
annual meeting by more than thirty (30) days from the date of our 2020 annual meeting of shareholders, then the deadline is
a reasonable time before we begin to print and distribute our proxy materials. You should also be aware that your proposal must
comply with SEC regulations regarding inclusion of shareholder proposals in company-sponsored proxy materials, and with any provision
in our bylaws regarding the same.
Silver Bull Resources, Inc. expects
to hold its next annual meeting of shareholders in April 2021. Proposals from shareholders intended to be present at the next annual
meeting of shareholders should be addressed, if sent by regular mail, to Silver Bull Resources, Inc., 777 Dunsmuir Street, Suite
1610, P.O. Box 10427, Vancouver, British Columbia, V7Y 1K4, Canada, Attention: Corporate Secretary or, if sent other than by regular
mail, to Silver Bull Resources, Inc., 777 Dunsmuir Street, Suite 1610, Vancouver, British Columbia, V7Y 1K4, Canada, Attention:
Corporate Secretary. We must receive the proposals by Thursday, October 29, 2020. Upon receipt of any such proposal, we shall
determine whether or not to include any such proposal in the proxy statement and proxy in accordance with applicable law. It is
suggested that shareholders forward such proposals by Certified Mail-Return Receipt Requested. After Thursday, October 29,
2020, any shareholder proposal will be considered to be untimely.
As to any proposal that a shareholder
intends to present to shareholders other than by inclusion in our proxy statement for our 2021 annual meeting of shareholders,
the proxies named in our proxy for that meeting will be entitled to exercise their discretionary voting authority on that proposal
unless we receive notice of the matter to be proposed not later than Tuesday, January 12, 2021. Even if proper notice is received
on or prior to that date, the proxies named in our proxy for that meeting may nevertheless exercise their discretionary authority
with respect to such matter by advising shareholders of that proposal and how they intend to exercise their discretion to vote
on such matter, unless the shareholder making the proposal solicits proxies with respect to the proposal to the extent required
by Rule 14a-4(c)(2) under the Exchange Act.
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BY ORDER OF THE BOARD
OF DIRECTORS:
SILVER BULL RESOURCES,
INC.
Brian D. Edgar, Chairman
|
ANNEX A:
AMENDED AND RESTATED ARTICLES OF INCORPORATION
CERTIFICATE OF
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF [SILVER BULL RESOURCES, INC.][1]
Pursuant to the
provisions of Nevada Revised Statutes §§ 78.390 and 78.403, the undersigned officer of Silver Bull Resources, Inc.,
a Nevada corporation, does hereby certify as follows:
A. The
board of directors of the corporation has duly adopted resolutions proposing to amend and restate the articles of incorporation
of the corporation as set forth below, declaring such amendment and restatement to be advisable and in the best interests of the
corporation.
B. The
amendment and restatement of the articles of incorporation as set forth below has been approved by a majority of the voting power
of the stockholders of the corporation, which is sufficient for approval thereof.
C. This
certificate sets forth the text of the articles of incorporation of the corporation as amended and restated in their entirety to
this date as follows:
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF [SILVER BULL RESOURCES, INC.]1
No. 1
NAME
The name of the corporation shall be:
[Silver Bull Resources, Inc.]1
No. 2
LOCATION
The name and address of the registered
agent is:
Laughlin Associates, Inc.
9120 Double Diamond Parkway
Reno, Nevada 89521
No. 3
PURPOSE
The purpose of the corporation is to
engage in any lawful activity permitted under the Nevada Revised Statutes.
No. 4
CAPITALIZATION
The total authorized capital stock of
this corporation shall be [THREE HUNDRED MILLION (300,000,000)][2]
shares of COMMON STOCK, each of which shall have the par value of ONE CENT ($0.01).
[1]
If the Company Name Change A&R Articles are approved, then the Company’s name will be changed to “MaxMetals Corp.”
[2]
If the Authorized Shares A&R Articles are not approved, then the number of authorized shares will remain “THIRTY-SEVEN
MILLION FIVE HUNDRED THOUSAND (37,500,000).”
No. 5
GOVERNING BOARD
This Corporation shall be governed by
at least three directors and not more than nine directors. The directors shall be elected at the annual meetings or any special
meeting of the stockholders called for the purpose of electing directors, the holder of each share of stock of this corporation
shall have one vote and a plurality of the votes cast at the election shall decide the persons to hold such directorships.
The Board of Directors during a term
may decrease in number by the resignation or death of one or more members, but the maximum number of directors cannot be increased.
The majority of the surviving directors, in the case of a vacancy by resignation or death, may appoint a person or persons to fill
a vacancy or vacancies.
No. 6
ASSESSABILITY OF STOCK
The shares issued by this corporation,
once the par value has been paid in full, shall not be assessable, and any shares issued for services, or property, or considerations
other than cash, shall be deemed fully paid up and shall be forever nonassessable.
No. 7
TERM OF EXISTENCE
The term of existence of this corporation
shall be perpetual.
No. 8
BY-LAWS
The directors shall have power to make
such By-Laws as they may deem proper for the management of the affairs of said corporation according to the statute in such case
made and provided.
No. 9
VOTING
Each stockholder will have one vote
for each share registered in his or her name. Cumulative voting shall not be allowed.
No. 10
SUBSCRIPTION RIGHTS
The
stockholders of this corporation shall have no preferential right or rights to subscribe to any subsequent issues of the authorized
shares of this corporation, unless certain rights or warrants for a specific issue are authorized by the Board of Directors or
the Stockholders.
The
Company’s President has signed this Amended and Restated Articles of Incorporation on the ___ day of December, 2020.
[SILVER
BULL RESOURCES, INC.]1
By:
Timothy
Barry, President
ANNEX B:
MARKED VERSION OF AMENDED AND RESTATED ARTICLES OF INCORPORATION
CERTIFICATE OF
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF [SILVER BULL RESOURCES, INC.][3]
Pursuant
to the provisions of Nevada Revised Statutes §§ 78.390 and 78.403, the undersigned officer of Silver Bull Resources,
Inc., a Nevada corporation, does hereby certify as follows:
A. The
board of directors of the corporation has duly adopted resolutions proposing to amend and restate the articles of incorporation
of the corporation as set forth below, declaring such amendment and restatement to be advisable and in the best interests of the
corporation.
B. The
amendment and restatement of the articles of incorporation as set forth below has been approved by a majority of the voting power
of the stockholders of the corporation, which is sufficient for approval thereof.
C. This
certificate sets forth the text of the articles of incorporation of the corporation as amended and restated in their entirety to
this date as follows:
AMENDED
AND RESTATED ARTICLES OF INCORPORATION
OF METALLINE MINING CORPORATION[SILVER
BULL RESOURCES, INC.]3
The following sets
forth the Restated Articles of Incorporation for Metalline Mining Company (the “Corporation”), adopted by resolution
of the Board of Directors on June 22, 2010, pursuant to N.R.S. §74.403. The President of the Corporation has been authorized
to sign this certificate by resolution of the board of directors adopted on June 22, 2010. These Restated Articles of Incorporation
correctly sets forth the text of the Articles of Incorporation as amended to the date hereof.
No. 1
NAME
The name of the corporation shall be:
Metalline Mining Company[Silver Bull Resources,
Inc.]3
No. 2
LOCATION
The name and address of the registered
agent is:
Laughlin Associates,
Inc.
9120 Double Diamond Parkway2533
North Carson Street
Reno, Nevada 89521Carson
City, NV 89706
No. 3
PURPOSE
The
purpose of the corporation is to engage in any lawful activity permitted under the Nevada Revised Statutes. The
nature or object or purpose of the business of this corporation shall be:
(a)
To engage in any lawful business activity.
[3]
If the Company Name Change A&R Articles are approved, then the Company’s name will be changed to “MaxMetals Corp.”
(b)
To borrow and/or lend money with or without security.
(c)
To buy, or sell, or trade in commodities of every nature, including securities, notes, bonds, mortgages, agricultural products,
mining products, minerals, metals, commodity futures contracts, titles to or equities in land, buildings, mining claims, oil properties,
oil leases, royalty interests, and options to buy or sell any or all of the foregoing.
(d)
To have and exercise all the rights, powers, and privileges which are now or which may hereafter be conferred upon corporations
organized under the same statute as this corporation; and to have and exercise all such rights, powers and privileges as may be
necessary, convenient or proper to effectuate and accomplish the objectives and purposes specified in this certificate, and said
specified objectives and purposes shall not limit or restrict in any manner the powers of this corporation.
No. 4
CAPITALIZATION
The total authorized capital stock of
this corporation shall be THIRTY-SEVEN MILLION FIVE HUNDRED THOUSAND (37,500,000)[THREE
HUNDRED MILLION (300,000,000)][4] shares
of COMMON STOCK, each of which shall have the par value of ONE CENT ($0.01).
No. 5
GOVERNING BOARD
This Corporation shall be governed by
at least three directors and not more than nine directors. The directors shall be elected at the annual meetings or any special
meeting of the stockholders called for the purpose of electing directors, the holder of each share of stock of this corporation
shall have one vote and a plurality of the votes cast at the election shall decide the persons to hold such directorships.
The Board of Directors during a term
may decrease in number by the resignation or death of one or more members, but the maximum number of directors cannot be increased.
The majority of the surviving directors, in the case of a vacancy by resignation or death, may appoint a person or persons to fill
a vacancy or vacancies.
No. 6
ASSESSABILITY OF STOCK
The shares issued by this corporation,
once the par value has been paid in full, shall not be assessable, and any shares issued for services, or property, or considerations
other than cash, shall be deemed fully paid up and shall be forever nonassessable.
No. 7
TERM OF EXISTENCE
The term of existence of this corporation
shall be perpetual.
No. 8
BY-LAWS
The directors shall have power to make
such By-Laws as they may deem proper for the management of the affairs of said corporation according to the statute in such case
made and provided.
[4]
If the Authorized Shares A&R Articles are not approved, then the number of authorized shares will remain “THIRTY-SEVEN
MILLION FIVE HUNDRED THOUSAND (37,500,000).”
No. 9
VOTING
Each stockholder will have one vote
for each share registered in his or her name. Cumulative voting shall not be allowed.
No. 10
SUBSCRIPTION RIGHTS
The
stockholders of this corporation shall have no preferential right or rights to subscribe to any subsequent issues of the authorized
shares of this corporation, unless certain rights or warrants for a specific issue are authorized by the Board of Directors or
the Stockholders.
The
Company’s President has signed this Amended and Restated Articles of Incorporation
on the 22nd___ day of JuneDecember,
20102020.
METALLINE
MINING COMPANY[SILVER BULL RESOURCES, INC.]3
By:
Timothy
Barry, President
Silver Bull Resources (QB) (USOTC:SVBL)
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