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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Silver Bull Resources Inc (QB) | USOTC:SVBL | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.11 | 0.10 | 0.1176 | 0.11 | 0.11 | 0.11 | 250 | 21:00:01 |
Nevada
|
1000
|
91-1766677
|
(State or other jurisdiction of incorporation or organization)
|
(Primary Standard Industrial Classification Code Number)
|
(I.R.S. Employer Identification Number)
|
Large accelerated filer
☐
Emerging growth company
☐
|
Accelerated filer
☐
|
Non-accelerated filer
☐
|
Smaller reporting company
☒
|
Title of Each Class of Securities to be Registered
|
Amount to be
Registered (1)
|
Proposed Maximum Offering
Price per Share (2)
|
Proposed Maximum Aggregate
Offering Price
|
Amount of
Registration Fee (3)
|
||||||||||||
Common stock, $0.01 par value per share (4)
|
44,944,177
|
$
|
0.10
|
$
|
4,494,417.70
|
$
|
559.56
|
(1) |
Pursuant to Rule 416(b) under the Securities Act of 1933, as amended (the "Securities Act"), the shares of common stock offered hereby also include an indeterminate number of additional shares of common stock as may from time to time become issuable by reason of stock splits or stock dividends.
|
(2) |
Estimated solely for the purpose of calculating the registration fee and based upon the average bid and ask price of the registrant's common stock as reported on the OTCQB Venture Marketplace on September 20, 2018, in accordance with Rule 457(c) under the Securities Act.
|
(3) |
Pursuant to Rule 457(o) under the Securities Act, the registration fee has been calculated on the basis of the maximum aggregate offering price.
|
(4) |
The shares of common stock will be offered under the secondary offering prospectus relating to resales by the selling stockholders of the shares of common stock issued to such selling stockholders. The shares consist of (i) 21,776,317 shares issued to the selling stockholders in the July 25, 2018 private placement; (ii) 10,888,154 shares issuable upon exercise of the warrants issued to the selling stockholders in the July 25, 2018 private placement; (iii) 1,011,374 shares issuable upon exercise of warrants issued to various finders in the July 25, 2018 private placement; (iv) 7,365,555 shares issued to the selling stockholders in the August 20, 2018 private placement; (v) 3,682,777 shares issuable upon exercise of warrants issued to selling stockholders in the August 20, 2018 private placement; and (vi) 220,000 shares issuable upon exercise of warrants issued to a finder in the August 20, 2018 private placement.
|
|
Page
|
PROSPECTUS SUMMARY
|
3
|
FORWARD-LOOKING STATEMENTS
|
6
|
RISK FACTORS
|
8
|
USE OF PROCEEDS
|
17
|
MARKET FOR OUR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|
17
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
18
|
SELLING STOCKHOLDERS
|
19
|
DESCRIPTION OF SECURITIES
|
26
|
PLAN OF DISTRIBUTION
|
29
|
LEGAL MATTERS
|
31
|
EXPERTS
|
32
|
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
|
32
|
WHERE YOU CAN FIND ADDITIONAL INFORMATION
|
32
|
Common stock offered by the selling stockholders:
|
44,944,177 shares of common stock, par value $0.01 per share, consisting of (i) 21,776,317 shares issued to the selling stockholders in the July 25, 2018 private placement; (ii) 10,888,154 shares issuable upon exercise of the warrants (at an exercise price of $0.16) issued to the selling stockholders in the July 25, 2018 private placement; (iii) 1,011,374 shares issuable upon exercise of warrants (at an exercise price of $0.14) issued to various finders in the July 25, 2018 private placement; (iv) 7,365,555 shares issued to the selling stockholders in the August 20, 2018 private placement; (v) 3,682,777 shares issuable upon exercise of warrants (at an exercise price of $0.16) issued to selling stockholders in the August 20, 2018 private placement; and (vi) 220,000 shares issuable upon exercise of warrants (at an exercise price of $0.14) issued to a finder in the August 20, 2018 private placement.
|
|
Common stock outstanding on September 20, 2018:
|
234,868,214 shares (1)
|
|
Common stock outstanding after this offering:
|
250,670,519 shares (2)
|
|
Use of proceeds:
|
We will not receive any proceeds from the sale of shares in this offering by the selling stockholders.
|
Ticker symbol:
|
SVB (Toronto Stock Exchange); SVBL (OTCQB Venture Marketplace)
|
|
Risk factors:
|
You should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the "Risk Factors" section beginning on page 8 of this prospectus before deciding whether or not to invest in shares of our common stock.
|
(1) |
Excludes (a) 10,888,154 shares issuable upon the exercise of warrants issued to the selling stockholders in the July 25, 2018 private placement; (b) 1,011,374 shares issuable upon exercise of warrants issued to various finders in the July 25, 2018 private placement; (c) 3,682,777 shares issuable upon exercise of warrants issued to the selling stockholders in the August 20, 2018 private placement; (d) 220,000
shares of common stock issuable upon the exercise of outstanding warrants issued to a finder in the August 20, 2018 private placement; (e) 13,300,000
shares issuable upon the exercise of warrants issued to the selling stockholders in the July 10, 2017 private placement; (f) 357,925 shares issuable upon exercise of warrants issued to various finders in the July 10, 2017 private placement; (g) 2,500,000 shares issuable upon exercise of warrants issued to the selling stockholders in the August 3, 2017 private placement; (h) 4,340,000
shares of common stock issuable upon the exercise of outstanding warrants from our 2016 private placements, which are not being offered by this prospectus
; and (i) 18,950,000
shares of common stock issuable upon the exercise of outstanding options, which are not being offered by this prospectus
.
|
(2) |
Includes (a) 10,888,154 shares issuable upon the exercise of warrants issued to the selling stockholders in the July 25, 2018 private placement; (b) 1,011,374 shares issuable upon exercise of warrants issued to various finders in the July 25, 2018 private placement; (c) 3,682,777 shares issuable upon exercise of warrants issued to the selling stockholders in the August 20, 2018 private placement; and (d) 220,000
shares of common stock issuable upon the exercise of outstanding warrants issued to a finder in the August 20, 2018 private placement; and excludes
(i) 20,497,925
shares of common stock issuable upon the exercise of outstanding warrants from our 2016 and 2017 private placements, which are not being offered by this prospectus
; and (ii) 18,950,000
shares of common stock issuable upon the exercise of outstanding options, which are not being offered by this prospectus
.
|
· |
Future payments that may be made by South32 under the terms of the Option;
|
· |
Prospects of entering the development or production stage with respect to any of our projects;
|
· |
Whether any part of the Sierra Mojada Project will ever be confirmed or converted into Securities and Exchange Commission ("SEC") Industry Guide 7-compliant "reserves";
|
· |
The impact of the fine bubble flotation test work on the recovery of minerals and initial rough concentrate grade;
|
· |
The possible advantages of zinc mineralization at the Sierra Mojada Property;
|
· |
The impact of recent accounting pronouncements on our 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 our activities;
|
· |
Our ability to raise additional capital and/or pursue additional strategic options, and the potential impact on our business, financial condition and results of operations of doing so or not;
|
· |
The impact of changing foreign currency exchange rates on our financial condition;
|
· |
Our expectations regarding future recovery of value-added taxes paid in Mexico; and
|
· |
The merits of any claims in connection with, and the expected timing of, any ongoing legal proceedings.
|
· |
The continued funding by South32 of amounts required under the Option;
|
· |
Our ability to obtain additional financial resources on acceptable terms to (i) conduct our exploration activities and (ii) maintain our general and administrative expenditures at acceptable levels;
|
· |
Results of future exploration at our Sierra Mojada Project;
|
· |
Worldwide economic and political events affecting (i) the market prices for silver, zinc, lead, copper and other minerals that may be found on our exploration properties (ii) interest rates and (iii) foreign currency exchange rates;
|
· |
The amount and nature of future capital and exploration expenditures;
|
· |
Volatility in our stock price;
|
· |
Our 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 our activities;
|
· |
Our ability to retain key management and consultants and experts necessary to successfully operate and grow our business; and
|
· |
Political and economic instability in Mexico and other countries in which we conduct our 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.
|
· |
geological and engineering estimates that have inherent uncertainties and the assumed effects of regulation by governmental agencies;
|
· |
the judgment of the engineers preparing the estimate;
|
· |
estimates of future metals prices and operating costs;
|
· |
the quality and quantity of available data;
|
· |
the interpretation of that data; and
|
· |
the accuracy of various mandated economic assumptions, all of which may vary considerably from actual results.
|
· |
we are subject to competition from a large number of companies, many of which are significantly larger than we are, in the acquisition, exploration and development of mining properties;
|
· |
we might not be able raise enough money to pay the fees and taxes and perform the labor necessary to maintain our concessions in good status;
|
· |
exploration for minerals is highly speculative, involves substantial risks and is frequently unproductive, even when conducted on properties known to contain significant quantities of mineralization, and our exploration projects may not result in the discovery of commercially mineable deposits of ore;
|
· |
the probability of an individual prospect ever having reserves that meet the requirements for reporting under SEC Industry Guide 7 is remote and any funds spent on exploration may be lost;
|
· |
our operations are subject to a variety of existing laws and regulations relating to exploration and development, permitting procedures, safety precautions, property reclamation, employee health and safety, air quality standards, pollution and other environmental protection controls, and we may not be able to comply with these regulations and controls; and
|
· |
a large number of factors beyond our control, including fluctuations in metal prices, inflation, and other economic conditions, will affect the economic feasibility of mining.
|
· |
global or regional consumption patterns;
|
· |
supply of, and demand for, silver, zinc, lead, copper and other metals;
|
· |
speculative activities and producer hedging activities;
|
· |
expectations for inflation;
|
· |
political and economic conditions; and
|
· |
supply of, and demand for, consumables required for production.
|
· |
volatility in metal prices;
|
· |
political developments in the foreign countries in which our properties are located; and
|
· |
news reports relating to trends in our industry or general economic conditions.
|
|
OTCQB
(SVBL)
|
Toronto Stock Exchange
(SVB)
|
||||||||||||||
|
High
|
Low
|
High
|
Low
|
||||||||||||
|
($)
|
(Cdn$)
|
||||||||||||||
2018:
|
||||||||||||||||
Fourth Quarter ended October 31, 2018 (through September 20, 2018)
|
$
|
0.13
|
|
$
|
0.09
|
|
$
|
0.16
|
|
$
|
0.12
|
|
||||
Third Quarter ended July 31, 2018
|
0.16
|
0.11
|
0.21
|
0.14
|
||||||||||||
Second Quarter ended April 30, 2018
|
0.20
|
0.10
|
0.27
|
0.18
|
||||||||||||
First Quarter ended January 31, 2018
|
0.23
|
0.08
|
0.29
|
0.10
|
||||||||||||
2017:
|
||||||||||||||||
Fourth Quarter ended October 31, 2017
|
$
|
0.13
|
$
|
0.06
|
$
|
0.16
|
$
|
0.09
|
||||||||
Third Quarter ended July 31, 2017
|
0.10
|
0.06
|
0.13
|
0.08
|
||||||||||||
Second Quarter ended April 30, 2017
|
0.14
|
0.08
|
0.19
|
0.10
|
||||||||||||
First Quarter ended January 31, 2017
|
0.16
|
0.09
|
0.21
|
0.12
|
||||||||||||
2016:
|
||||||||||||||||
Fourth Quarter ended October 31, 2016
|
$
|
0.21
|
$
|
0.10
|
$
|
0.28
|
$
|
0.15
|
||||||||
Third Quarter ended July 31, 2016
|
0.19
|
0.08
|
0.25
|
0.10
|
||||||||||||
Second Quarter ended April 30, 2016
|
0.14
|
0.03
|
0.18
|
0.04
|
||||||||||||
First Quarter ended January 31, 2016
|
0.06
|
0.02
|
0.08
|
0.04
|
Name and Address of Beneficial Owner (1)
|
Position
|
Amount and Nature of Beneficial Ownership (2)
|
Percent of Common Stock
|
|||||||||
Brian Edgar
|
Chairman and Director
|
9,060,291
|
(3)
|
|
3.81
|
%
|
||||||
Timothy Barry
|
President, Chief Executive Officer and Director
|
4,306,333
|
(4)
|
|
1.81
|
%
|
||||||
Daniel Kunz
|
Director
|
649,999
|
(5)
|
|
*
|
|||||||
John McClintock
|
Director
|
624,999
|
(6)
|
|
*
|
|||||||
Sean Fallis
|
Chief Financial Officer
|
3,086,666
|
(7)
|
|
1.30
|
%
|
||||||
All directors, nominees, and executive officers as a group (5 persons)
|
17,728,288
|
7.22
|
%
|
Name and Address of Beneficial Owner
|
Amount and Nature of Beneficial Ownership (1)
|
Percent of Common Stock
|
Ibex Microcap Fund LLLP (2)
|
17,448,156
|
7.43%
|
Sprott Inc. (3)
|
11,822,650
|
5.03%
|
(1)
|
Calculated in accordance with Rule 13d-3 under the Exchange Act.
|
(2)
|
This information is based on a Schedule 13G/A filed on February 2, 2018 by Ibex Microcap Fund LLLP, formerly known as Lazarus Investment Partners LLLP ("Ibex Microcap"). Ibex Investors LLC, formerly known as Lazarus Management Company LLC ("Ibex Investors"), is the investment advisor of Ibex Microcap and Lazarus Macro Micro Partners LLLP ("Macro Micro Partners"). Justin B. Borus is the manager of Ibex Investors. As a result, Mr. Borus may be deemed to be the beneficial owner of any shares deemed to be beneficially owned by Ibex Investors. The foregoing should not be construed in and of itself as an admission by Ibex Investors or Mr. Borus as to beneficial ownership of the shares owned by Ibex Microcap or Macro Micro Partners. Each of Ibex Investors and Mr. Borus disclaims beneficial ownership of the securities set forth above, except to the extent of its or his pecuniary interests therein. The securities set forth above consist of 17,437,856 shares of common stock held by Ibex Investors and 10,300 shares of common stock held by Macro Micro Partners. The principal address of each of Ibex Microcap, Ibex Investors, Macro Micro Partners and Mr. Borus is 3200 Cherry Creek South Drive, Suite 670, Denver, Colorado 80209.
|
(3)
|
This information is based on a Schedule 13G/A filed on August 10, 2017 by Sprott Inc. The securities set forth above are held in accounts managed by Sprott Global Resource Investments Ltd. and Resource Capital Investment Corp., subsidiaries of Sprott Inc., and consist of 11,822,650 shares of the Company's common stock. The principal address of Sprott Inc. is 200 Bay Street, Suite 2600, Toronto, ON M5J 2J1.
|
· |
21,776,317 shares issued to the selling stockholders in the July 25, 2018 private placement;
|
· |
10,888,154 shares issuable upon exercise of the warrants (at an exercise price of $0.16) issued to the selling stockholders in the July 25, 2018 private placement;
|
· |
1,011,374 shares issuable upon exercise of warrants (at an exercise price of $0.14) issued to various finders in the July 25, 2018 private placement;
|
· |
7,365,555 shares issued to the selling stockholders in the August 20, 2018 private placement;
|
· |
3,682,777 shares issuable upon exercise of warrants (at an exercise price of $0.16) issued to selling stockholders in the August 20, 2018 private placement
; and
|
· |
220,000 shares issuable upon exercise of warrants (at an exercise price of $0.14) issued to a finder in the August 20, 2018 private placement.
|
Ownership Before Offering
|
Ownership After Offering (1)
|
|||||||||||||||||||||||||||
Selling Stockholder
|
Shares of common stock and warrant shares beneficially owned
|
Shares of common stock and warrant shares offered
|
Shares of common stock offered
|
Warrant shares offered
|
Shares of common stock beneficially owned
|
Warrant shares beneficially owned
|
Percentage of common stock beneficially owned
|
|||||||||||||||||||||
Gentling Investments, LLC
|
450,000
|
450,000
|
300,000
|
150,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Pearl Investment Co, LLC
|
112,500
|
112,500
|
75,000
|
37,500
|
–
|
–
|
–
|
|||||||||||||||||||||
Thomas Bridges
|
112,500
|
112,500
|
75,000
|
37,500
|
–
|
–
|
–
|
|||||||||||||||||||||
Barry A. Sorkin Trust, UAD 8/3/98; Barry A. Sorkin, TTEE
|
90,000
|
90,000
|
60,000
|
30,000
|
–
|
–
|
–
|
|||||||||||||||||||||
T. Lovell Alpha Inc.
|
403,846
|
403,846
|
269,231
|
134,615
|
–
|
–
|
–
|
|||||||||||||||||||||
Taylor Family Trust UAD 11/27/01; Richard Taylor & Karen Taylor, Trustees
|
300,000
|
300,000
|
200,000
|
100,000
|
–
|
–
|
–
|
|||||||||||||||||||||
The Mullett Company
|
230,769
|
230,769
|
153,846
|
76,923
|
–
|
–
|
–
|
|||||||||||||||||||||
Christian M. Vom Dorp
|
75,000
|
75,000
|
50,000
|
25,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Robert B. Karen
|
173,077
|
173,077
|
115,385
|
57,692
|
–
|
–
|
–
|
|||||||||||||||||||||
Hana Lima, LLC
|
120,000
|
120,000
|
80,000
|
40,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Elaine Begun Bypass Trust, UAD 08/09/1984; Jay R. Begun, TTEE
|
225,000
|
225,000
|
150,000
|
75,000
|
–
|
–
|
–
|
Ownership Before Offering
|
Ownership After Offering (1)
|
|||||||||||||||||||||||||||
Selling Stockholder
|
Shares of common stock and warrant shares beneficially owned
|
Shares of common stock and warrant shares offered
|
Shares of common stock offered
|
Warrant shares offered
|
Shares of common stock beneficially owned
|
Warrant shares beneficially owned
|
Percentage of common stock beneficially owned
|
|||||||||||||||||||||
Mark S. Bishop
|
225,000
|
225,000
|
150,000
|
75,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Warwick N. Hayes
|
115,500
|
115,500
|
77,000
|
38,500
|
–
|
–
|
–
|
|||||||||||||||||||||
RBC Capital Markets LLC CUST FBO Jeffrey S. Araj, IRA
|
115,500
|
115,500
|
77,000
|
38,500
|
–
|
–
|
–
|
|||||||||||||||||||||
RBC Capital Markets LLC CUST FBO Thomas E. Ferg, IRA
|
115,500
|
115,500
|
77,000
|
38,500
|
–
|
–
|
–
|
|||||||||||||||||||||
Wim Delvoye
|
230,769
|
230,769
|
153,846
|
76,923
|
–
|
–
|
–
|
|||||||||||||||||||||
RBC Capital Markets LLC CUST FBO Richard C. Hall, Roth, IRA
|
115,500
|
115,500
|
77,000
|
38,500
|
–
|
–
|
–
|
|||||||||||||||||||||
Evelyn Jess–Fulwiler Family Trust, UAD 05/19/08; Evelyn Jess–Fulwiler, TTEE
|
112,500
|
112,500
|
75,000
|
37,500
|
–
|
–
|
–
|
|||||||||||||||||||||
Mitten Crab Ltd.
|
173,077
|
173,077
|
115,385
|
57,692
|
–
|
–
|
–
|
|||||||||||||||||||||
RBC Capital Markets LLC CUST FBO John R. Steitz, IRA
|
173,077
|
173,077
|
115,385
|
57,692
|
–
|
–
|
–
|
|||||||||||||||||||||
M11 Capital Management LLC
|
230,769
|
230,769
|
153,846
|
76,923
|
–
|
–
|
–
|
|||||||||||||||||||||
Charles R. Mitchell & Martha R. Mitchell JT TEN/WROS
|
112,500
|
112,500
|
75,000
|
37,500
|
–
|
–
|
–
|
|||||||||||||||||||||
RBC Capital Markets LLC CUST FBO Laurence Lavelle TTEE, Roth 401(K)
|
75,000
|
75,000
|
50,000
|
25,000
|
–
|
–
|
–
|
|||||||||||||||||||||
RBC Capital Markets LLC CUST FBO Gregory Corliss Jr., IRA
|
172,500
|
172,500
|
115,000
|
57,500
|
–
|
–
|
–
|
|||||||||||||||||||||
Nils Hallstrom
|
115,500
|
115,500
|
77,000
|
38,500
|
–
|
–
|
–
|
|||||||||||||||||||||
Donald H. Grove
|
60,900
|
60,900
|
40,600
|
20,300
|
–
|
–
|
–
|
|||||||||||||||||||||
DTOM Limited Partnership
|
129,750
|
129,750
|
86,500
|
43,250
|
–
|
–
|
–
|
|||||||||||||||||||||
Norman A. Dudziak Jr.
|
90,000
|
90,000
|
60,000
|
30,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Henry Dillard
|
75,000
|
75,000
|
50,000
|
25,000
|
–
|
–
|
–
|
|||||||||||||||||||||
RBC Capital Markets LLC CUST FBO James I, Ausman MD, Sep IRA
|
115,384
|
115,384
|
76,923
|
38,461
|
–
|
–
|
–
|
|||||||||||||||||||||
Anne W. Baker Rev Trust, UAD 3/19/98; Anne W. Baker & Stephen E. Baker, TTEE's
|
85,500
|
85,500
|
57,000
|
28,500
|
–
|
–
|
–
|
|||||||||||||||||||||
Dennis Goebel & Lori Goebel JT TEN/WROS
|
300,000
|
300,000
|
200,000
|
100,000
|
–
|
–
|
–
|
|||||||||||||||||||||
John E. Hugo
|
63,150
|
63,150
|
42,100
|
21,050
|
–
|
–
|
–
|
|||||||||||||||||||||
J & J Living Trust, UAD 6/4/1998; Raymond O. Johnson & Cynthia P. Johnson, TTEE's
|
85,500
|
85,500
|
57,000
|
28,500
|
–
|
–
|
–
|
|||||||||||||||||||||
RBC Capital Markets LLC CUST FBO David Jenson, R/O IRA
|
172,500
|
172,500
|
115,000
|
57,500
|
–
|
–
|
–
|
|||||||||||||||||||||
Harnish Family Trust UAD 8/19/94; Catherine M. Harnish, TTEE
|
75,000
|
75,000
|
50,000
|
25,000
|
–
|
–
|
–
|
Ownership Before Offering
|
Ownership After Offering (1)
|
|||||||||||||||||||||||||||
Selling Stockholder
|
Shares of common stock and warrant shares beneficially owned
|
Shares of common stock and warrant shares offered
|
Shares of common stock offered
|
Warrant shares offered
|
Shares of common stock beneficially owned
|
Warrant shares beneficially owned
|
Percentage of common stock beneficially owned
|
|||||||||||||||||||||
RBC Capital Markets LLC CUST FBO Scott C. Williamson, Roth IRA
|
112,500
|
112,500
|
75,000
|
37,500
|
–
|
–
|
–
|
|||||||||||||||||||||
Jaime L. Matta & Gladys A. Armstrong JT TEN/WROS
|
60,000
|
60,000
|
40,000
|
20,000
|
–
|
–
|
–
|
|||||||||||||||||||||
James T. Moloney
|
112,500
|
112,500
|
75,000
|
37,500
|
–
|
–
|
–
|
|||||||||||||||||||||
Patricia J. McLeod
|
144,450
|
144,450
|
96,300
|
48,150
|
–
|
–
|
–
|
|||||||||||||||||||||
RBC Capital Markets LLC CUST FBO Benjamin F. Edwards, IRA
|
173,077
|
173,077
|
115,385
|
57,692
|
–
|
–
|
–
|
|||||||||||||||||||||
Benjamin F. Edwards
|
173,077
|
173,077
|
115,385
|
57,692
|
–
|
–
|
–
|
|||||||||||||||||||||
Exploration Capital Partners 2005 Limited Partnership
|
12,150,000
|
12,150,000
|
8,100,000
|
4,050,000
|
–
|
–
|
–
|
|||||||||||||||||||||
James F. Puckett
|
57,693
|
57,693
|
38,462
|
19,231
|
–
|
–
|
–
|
|||||||||||||||||||||
Jeptha Castleberry
|
230,769
|
230,769
|
153,846
|
76,923
|
–
|
–
|
–
|
|||||||||||||||||||||
Rex D. Bohls
|
52,800
|
52,800
|
35,200
|
17,600
|
–
|
–
|
–
|
|||||||||||||||||||||
John S. Noble & Marian L. Martin JT TEN/WROS
|
85,500
|
85,500
|
57,000
|
28,500
|
–
|
–
|
–
|
|||||||||||||||||||||
Richard Cattanach Rev Trust, UAD 11/23/05; Richard Cattanach, TTEE
|
109,350
|
109,350
|
72,900
|
36,450
|
–
|
–
|
–
|
|||||||||||||||||||||
Myles H. Norin
|
52,350
|
52,350
|
34,900
|
17,450
|
–
|
–
|
–
|
|||||||||||||||||||||
RBC Capital Markets LLC CUST FBO William W. Etherington, IRA
|
60,000
|
60,000
|
40,000
|
20,000
|
–
|
–
|
–
|
|||||||||||||||||||||
M Howard & R Tay Family Trust, UAD 8/28/07; Mickey A. Howard & Rosario B. Tay, Trustees
|
112,500
|
112,500
|
75,000
|
37,500
|
–
|
–
|
–
|
|||||||||||||||||||||
Francine L. Weaver
|
271,200
|
271,200
|
180,800
|
90,400
|
–
|
–
|
–
|
|||||||||||||||||||||
Operation Dogbone LLC
|
120,000
|
120,000
|
80,000
|
40,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Two–Eighty Capital, LLC
|
90,000
|
90,000
|
60,000
|
30,000
|
–
|
–
|
–
|
|||||||||||||||||||||
RBC Capital Markets LLC CUST FBO Bruce Plaut, Roth IRA
|
60,000
|
60,000
|
40,000
|
20,000
|
–
|
–
|
–
|
|||||||||||||||||||||
John F. Malhame
|
63,600
|
63,600
|
42,400
|
21,200
|
–
|
–
|
–
|
|||||||||||||||||||||
Mark E. Merriman MD Inc. DBP, UAD 01/01/02; Mark Merriman, Trustee
|
60,000
|
60,000
|
40,000
|
20,000
|
–
|
–
|
–
|
|||||||||||||||||||||
RBC Capital Markets LLC CUST FBO Renald E. Gregoire, Roth IRA
|
112,500
|
112,500
|
75,000
|
37,500
|
–
|
–
|
–
|
|||||||||||||||||||||
Gaeton D. Lorino
|
115,500
|
115,500
|
77,000
|
38,500
|
–
|
–
|
–
|
|||||||||||||||||||||
Russell W. Henrichs
|
85,500
|
85,500
|
57,000
|
28,500
|
–
|
–
|
–
|
|||||||||||||||||||||
David L. Coffey
|
73,800
|
73,800
|
49,200
|
24,600
|
–
|
–
|
–
|
|||||||||||||||||||||
RBC Capital Markets LLC CUST FBO Allan R. Delong, IRA
|
85,500
|
85,500
|
57,000
|
28,500
|
–
|
–
|
–
|
Ownership Before Offering
|
Ownership After Offering (1) | |||||||||||||||||||||||||||
Selling Stockholder
|
Shares of common stock and warrant shares beneficially owned
|
Shares of common stock and warrant shares offered
|
Shares of common stock offered
|
Warrant shares offered
|
Shares of common stock beneficially owned
|
Warrant shares beneficially owned
|
Percentage of common stock beneficially owned
|
|||||||||||||||||||||
Birch Living Trust UAD 10/25/02; Dennis A. Birch & Ruth C. Birch, Co–TTEEs
|
225,000
|
225,000
|
150,000
|
75,000
|
–
|
–
|
–
|
|||||||||||||||||||||
William P. Knuttel
|
85,500
|
85,500
|
57,000
|
28,500
|
–
|
–
|
–
|
|||||||||||||||||||||
Judah B. Chakoff & Anne C. Chakoff JT TEN/WROS
|
225,000
|
225,000
|
150,000
|
75,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Lillian D. Kliewer
|
75,750
|
75,750
|
50,500
|
25,250
|
–
|
–
|
–
|
|||||||||||||||||||||
Donald C. Ausman Family Foundation Inc.
|
115,384
|
115,384
|
76,923
|
38,461
|
–
|
–
|
–
|
|||||||||||||||||||||
James A. Rinkenberger
|
135,750
|
135,750
|
90,500
|
45,250
|
–
|
–
|
–
|
|||||||||||||||||||||
Deborah K. Dore
|
134,100
|
134,100
|
89,400
|
44,700
|
–
|
–
|
–
|
|||||||||||||||||||||
Robert H. Hardage & Louise C. Hardage Tenants by Entirety
|
149,250
|
149,250
|
99,500
|
49,750
|
–
|
–
|
–
|
|||||||||||||||||||||
Dickran Ketenjian
|
142,650
|
142,650
|
95,100
|
47,550
|
–
|
–
|
–
|
|||||||||||||||||||||
Martin Family Trust, UAD 7/30/01; Kyle C. Martin & Magali S. Martin, Co–TTEE's
|
93,600
|
93,600
|
62,400
|
31,200
|
–
|
–
|
–
|
|||||||||||||||||||||
Lisa M. Martin Revocable Trust; UAD 6/28/2011; Lisa M. Martin & John A. Martin – Co–TTEE's
|
54,900
|
54,900
|
36,600
|
18,300
|
–
|
–
|
–
|
|||||||||||||||||||||
Kenneth Kramer & Virginia C. Kramer – Tenants by Entirety
|
56,400
|
56,400
|
37,600
|
18,800
|
–
|
–
|
–
|
|||||||||||||||||||||
Spires Land & Cattle, LP
|
46,500
|
46,500
|
31,000
|
15,500
|
–
|
–
|
–
|
|||||||||||||||||||||
Michael F. Bernardo
|
120,000
|
120,000
|
80,000
|
40,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Stuart A. Raburn & Mary A. Raburn JT TEN/WROS
|
120,450
|
120,450
|
80,300
|
40,150
|
–
|
–
|
–
|
|||||||||||||||||||||
Jeffrey J. Sholl Rev Trust, UAD 1/22/02; Jeffrey J. Sholl, Trustee
|
47,400
|
47,400
|
31,600
|
15,800
|
–
|
–
|
–
|
|||||||||||||||||||||
Bethany Krett
|
193,200
|
193,200
|
128,800
|
64,400
|
–
|
–
|
–
|
|||||||||||||||||||||
Lance D. Baker
|
81,000
|
81,000
|
54,000
|
27,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Conant Harbor Trust UAD 3/12/2013; Don Harshbarger & Wanda Harshbarger, Co–TTEE's
|
112,500
|
112,500
|
75,000
|
37,500
|
–
|
–
|
–
|
|||||||||||||||||||||
Zhe Hong Lim
|
98,850
|
98,850
|
65,900
|
32,950
|
–
|
–
|
–
|
|||||||||||||||||||||
Heartland Plantations LLC
|
120,000
|
120,000
|
80,000
|
40,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Paul Stewart
|
74,850
|
74,850
|
49,900
|
24,950
|
–
|
–
|
–
|
|||||||||||||||||||||
Farmingdale Meat Market Inc.
|
85,500
|
85,500
|
57,000
|
28,500
|
–
|
–
|
–
|
|||||||||||||||||||||
Sioux Resources LLC
|
120,000
|
120,000
|
80,000
|
40,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Carlos A. Garcia Jr. Declaration of Trust, UAD 3/13/13; Carlos A. Garcia Jr, TTEE
|
360,300
|
360,300
|
240,200
|
120,100
|
–
|
–
|
–
|
|||||||||||||||||||||
Private Placement LLC
|
120,000
|
120,000
|
80,000
|
40,000
|
–
|
–
|
–
|
Ownership Before Offering
|
Ownership After Offering (1)
|
|||||||||||||||||||||||||||
Selling Stockholder
|
Shares of common stock and warrant shares beneficially owned
|
Shares of common stock and warrant shares offered
|
Shares of common stock offered
|
Warrant shares offered
|
Shares of common stock beneficially owned
|
Warrant shares beneficially owned
|
Percentage of common stock beneficially owned | |||||||||||||||||||||
Charles Jennings
|
60,000
|
60,000
|
40,000
|
20,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Steven G. Armanino Trust, UAD 08/06/10; Steven Armanino, Trustee
|
112,500
|
112,500
|
75,000
|
37,500
|
–
|
–
|
–
|
|||||||||||||||||||||
BK Werner Non–Exempt Marital Trust, UAD 7/23/87; Bradford K. Werner, TTEE
|
419,100
|
419,100
|
279,400
|
139,700
|
–
|
–
|
–
|
|||||||||||||||||||||
Michael H. Perrini Revocable Trust, UAD 12/10/2012; Michael H. Perrini, Trustee
|
52,050
|
52,050
|
34,700
|
17,350
|
–
|
–
|
–
|
|||||||||||||||||||||
Daqian Holdings, Ltd.
|
172,500
|
172,500
|
115,000
|
57,500
|
–
|
–
|
–
|
|||||||||||||||||||||
Pearl Myles LLC
|
120,000
|
120,000
|
80,000
|
40,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Yip – Bui Living Trust, UAD 2/27/06; Raymond Y. Yip & France H. Bui, TTEES
|
85,500
|
85,500
|
57,000
|
28,500
|
–
|
–
|
–
|
|||||||||||||||||||||
Armour Drive III, LLC
|
120,000
|
120,000
|
80,000
|
40,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Bradley I. Meier
|
234,000
|
234,000
|
156,000
|
78,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Richard W. Hanna
|
120,000
|
120,000
|
80,000
|
40,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Bradley Meier
|
231,000
|
231,000
|
154,000
|
77,000
|
–
|
–
|
–
|
|||||||||||||||||||||
RBC Capital Markets LLC CUST FBO Stephen J. Metzger, IRA
|
60,000
|
60,000
|
40,000
|
20,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Timothy A. Thane
|
300,000
|
300,000
|
200,000
|
100,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Anthony Kasmer & Anna J. Kasmer JT TEN/WRO
|
115,500
|
115,500
|
77,000
|
38,500
|
–
|
–
|
–
|
|||||||||||||||||||||
John H Bolt & Lisa F Bolt JT TEN/WROS
|
285,000
|
285,000
|
190,000
|
95,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Southern Slope Surviving Grantors Management Trust, UAD 8/17/95; Lester David Sparks, TTEE
|
1,155,000
|
1,155,000
|
770,000
|
385,000
|
–
|
–
|
–
|
|||||||||||||||||||||
RBC Capital Markets LLC CUST FBO Steven D. Davis ROTH IRA
|
82,500
|
82,500
|
55,000
|
27,500
|
–
|
–
|
–
|
|||||||||||||||||||||
David Sondheimer Family Trust, UAD 02/04/2010; David H. Sondheimer, Trustee
|
98,400
|
98,400
|
65,600
|
32,800
|
–
|
–
|
–
|
|||||||||||||||||||||
RBC Capital Markets LLC CUST FBO Thomas A. Boggiano, IRA
|
79,500
|
79,500
|
53,000
|
26,500
|
–
|
–
|
–
|
|||||||||||||||||||||
RBC Capital Markets LLC CUST FBO Martin Katzberg, Roth IRA
|
141,000
|
141,000
|
94,000
|
47,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Dennis L. Clemente & Dr. Rennie Cheung Tenant Common
|
87,000
|
87,000
|
58,000
|
29,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Lawrence M. Lachance
|
150,000
|
150,000
|
100,000
|
50,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Joseph P. Rybak
|
112,500
|
112,500
|
75,000
|
37,500
|
–
|
–
|
–
|
|||||||||||||||||||||
Aaron Matthew Miller
|
210,000
|
210,000
|
140,000
|
70,000
|
–
|
–
|
–
|
|||||||||||||||||||||
RBC Capital Markets LLC CUST FBO Paula S. Thibeault, IRA
|
60,000
|
60,000
|
40,000
|
20,000
|
–
|
–
|
–
|
|||||||||||||||||||||
James Ransome
|
85,500
|
85,500
|
57,000
|
28,500
|
–
|
–
|
–
|
Ownership Before Offering
|
Ownership After Offering (1)
|
|||||||||||||||||||||||||||
Selling Stockholder
|
Shares of common stock and warrant shares beneficially owned
|
Shares of common stock and warrant shares offered
|
Shares of common stock offered
|
Warrant shares offered
|
Shares of common stock beneficially owned
|
Warrant shares beneficially owned
|
Percentage of common stock beneficially owned
|
|||||||||||||||||||||
Angelo C. Miozza
|
87,300
|
87,300
|
58,200
|
29,100
|
–
|
–
|
–
|
|||||||||||||||||||||
The Welch Family Trust; UAD 2/20/1990; James M. Welch, TTEE
|
163,350
|
163,350
|
108,900
|
54,450
|
–
|
–
|
–
|
|||||||||||||||||||||
John & Jacqueline Cloward Revocable Liv Trust; UAD 2/2/18; John A. Cloward & Jacqueline R. Cloward, TTEE's
|
120,000
|
120,000
|
80,000
|
40,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Simon C. Farr
|
110,550
|
110,550
|
73,700
|
36,850
|
–
|
–
|
–
|
|||||||||||||||||||||
Brauer Revocable Living Trust; UAD 12/18/1997; Arthur E. Brauer & Glenda M. Brauer Co–TEEs
|
115,384
|
115,384
|
76,923
|
38,461
|
–
|
–
|
–
|
|||||||||||||||||||||
Haywood Securities Inc. ITF Brad Nguyen
|
225,000
|
225,000
|
150,000
|
75,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Haywood Securities Inc. ITF Kevin Campbell
|
375,000
|
375,000
|
250,000
|
125,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Water Street Assets Inc.
|
1,230,000
|
1,230,000
|
820,000
|
410,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Canaccord Genuity Corp.
IN TRUST FOR
GORDON HOLMES Account # 20B556A1
|
862,500
|
862,500
|
575,000
|
287,500
|
–
|
–
|
–
|
|||||||||||||||||||||
Canaccord Genuity Corp.
IN TRUST FOR STICHTING LEGAL OWNER CDFUND
Account # 31FL47A1
|
750,000
|
750,000
|
500,000
|
250,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Donald R. Shea
|
825,461
|
230,769
|
153,846
|
76,923
|
594,692
|
–
|
*
|
|||||||||||||||||||||
Canaccord Genuity Corp.
IN TRUST FOR 321GOLD LTD Account # 31FG17A1
|
465,000
|
465,000
|
310,000
|
155,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Canaccord Genuity Corp.
IN TRUST FOR RAND EDGAR INVESTMENT CORPORATION
Account # 20L203F1 (2)
|
3,750,000
|
3,750,000
|
2,500,000
|
1,250,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Saif Ahmad Siddiqui
|
233,332
|
233,332
|
155,555
|
77,777
|
–
|
–
|
–
|
|||||||||||||||||||||
Universal–Investment–Gesellschaft mbH acting for and on behalf of Earth Exploration Fund UI
|
6,600,000
|
6,600,000
|
4,400,000
|
2,200,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Sprott Global Resource Investments Ltd. (3)
|
966,374
|
966,374
|
–
|
966,374
|
–
|
–
|
–
|
|||||||||||||||||||||
Haywood Securities Inc.
|
20,000
|
20,000
|
–
|
20,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Hanson Peak LLP
|
245,000
|
245,000
|
–
|
245,000
|
–
|
–
|
–
|
|||||||||||||||||||||
Total
|
45,538,869
|
44,944,177
|
29,141,872
|
15,802,305
|
594,692
|
–
|
*
|
(1) |
Represents the number of shares of our common stock that will be held by the selling stockholders after completion of this offering based on the assumptions that (a) all shares of our common stock registered for sale by the registration statement of which this prospectus is part will be sold and (b) that no other shares of our common stock beneficially owned by the selling stockholders are acquired or are sold prior to completion of this offering by the selling stockholders.
|
(2) |
The sole stockholder of Rand Edgar Investment Corporation, William Rand, is also the beneficial owner of 2,500,000 shares of our common stock issuable upon exercise of warrants.
|
(3) |
This selling stockholder, a California limited partnership, is a registered broker-dealer.
|
· |
Warrants to purchase 4,340,000 shares at Cdn$0.16 per share, exercisable on July 20, 2016 and expiring on July 20, 2019, subject to possible acceleration of the expiry date if beginning on November 20, 2016, the closing price of the shares of common stock on the TSX is higher than Cdn$0.30 for 20 consecutive trading days;
|
· |
Warrants to purchase 13,300,000 shares at Cdn$0.13 per share, exercisable on July 10, 2017 and expiring on July 10, 2019;
|
· |
Non–transferable warrants to purchase 357,925 shares at Cdn$0.10 per share, exercisable on July 10, 2017 and expiring on July 10, 2019; and
|
· |
Warrants to purchase 2,500,000 shares at Cdn$0.13 per share, exercisable on August 3, 2017 and expiring on August 3, 2019.
|
· |
Warrants to purchase 10,888,154 shares at $0.16 per share, exercisable on July 25, 2018 and expiring on July 25, 2020;
|
· |
Warrants to purchase 1,011,374 shares at $0.14 per share, exercisable on July 25, 2018 and expiring on July 25, 2020;
|
· |
Warrants to purchase 3,682,777 shares at $0.16 per share, exercisable on August 20, 2018 and expiring on August 20, 2020; and
|
· |
Warrants to purchase 220,000 shares at $0.14 per share, exercisable on August 20, 2018 and expiring on August 20, 2020.
|
· |
ordinary brokerage transactions and transactions in which the broker–dealer solicits purchasers;
|
· |
block trades in which the broker–dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
· |
purchases by a broker–dealer as principal and resales by the broker–dealer for its account;
|
· |
an exchange distribution in accordance with the rules of the applicable exchange;
|
· |
privately negotiated transactions;
|
· |
settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
|
· |
broker–dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share;
|
· |
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
· |
a combination of any such methods of sale; or
|
· |
any other method permitted pursuant to applicable law.
|
· |
Our annual report on Form 10–K for the fiscal year ended October 31, 2017, as filed with the SEC on January 17, 2018;
|
· |
Our quarterly reports on Form 10–Q for the quarterly periods ended January 31, 2018, April 30, 2018 and July 31, 2018 as filed with the SEC on March 16, 2018, June 13, 2018 and September 14, 2018, respectively;
|
· |
Our current reports on Form 8–K, as filed with the SEC on April 24, 2018, June 7, 2018, July 27, 2018, August 21, 2018, and August 29, 2018; and
|
· |
All documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering.
|
SEC Registration Fee
|
$
|
559.56
|
|
|
Legal Fees and Expenses
|
$
|
20,000.00
|
||
Accounting Fees and Expenses
|
$
|
2,000.00
|
||
Miscellaneous Fees and Expenses
|
$
|
500.00
|
||
Total
|
$
|
23,059.56
|
|
Incorporated by Reference
|
||||||||||
Exhibit Number
|
Exhibit Description
|
Form
|
Date of Report
|
Exhibit
|
Filed Herewith
|
|||||
3.1
|
Restated Articles of Incorporation
|
10–K
|
10/31/2010
|
|||||||
3.2
|
Amended and Restated Bylaws
|
10–K
|
10/31/2010
|
|||||||
4.1
|
Form of Silver Bull Resources, Inc. Warrant Certificate (Investors)
|
8–K
|
7/20/2016
|
|||||||
4.2
|
Form of Warrant Certificate (Investors)
|
8–K
|
7/12/2017
|
|||||||
4.3
|
Form of Warrant Certificate (Finders)
|
8–K
|
7/12/2017
|
|||||||
4.4
|
Form of Warrant Certificate (Investors)
|
8–K
|
7/27/2018
|
|||||||
4.5
|
Form of Warrant Certificate (Finders)
|
8–K
|
7/27/2018
|
|||||||
4.6
|
Form of Warrant Certificate (Investors)
|
8–K
|
8/21/2018
|
|||||||
4.7
|
Form of Warrant Certificate (Finders)
|
8–K
|
8/21/2018
|
|||||||
X
|
||||||||||
10.1+
|
2010 Stock Option Plan and Stock Bonus Plan, as amended
|
10–Q
|
4/30/2016
|
|||||||
10.2+
|
Amended and Restated Employment Agreement, dated February 26, 2013, by and between the Company and Timothy Barry
|
8–K
|
2/26/2013
|
|||||||
10.3+
|
Amended and Restated Employment Agreement, dated February 26, 2013, by and between the Company and Sean Fallis
|
8–K
|
2/26/2013
|
|||||||
10.4+
|
Amended and Restated Employment Agreement, dated February 26, 2013, by and between the Company and Brian Edgar
|
8–K
|
2/26/2013
|
|||||||
10.5+
|
Amendment to Employment Agreement, dated February 26, 2015, by and between the Company and Sean Fallis
|
8–K
|
2/26/2015
|
|||||||
10.6+
|
Form of Amendment to Amended and Restated Employment Agreement, dated June 4, 2015, by and between the Company and each of Timothy Barry, Sean Fallis and Brian Edgar
|
8–K
|
6/4/2015
|
|||||||
10.7+
|
Amendment to Amended and Restated Employment Agreement, dated February 23, 2016, by and between the Company and Timothy Barry
|
8–K
|
2/26/2016
|
|||||||
10.8+
|
Amendment to Amended and Restated Employment Agreement, dated February 23, 2016, by and between the Company and Sean Fallis
|
8–K
|
2/26/2016
|
|||||||
10.9+
|
Amendment to Amended and Restated Employment Agreement, dated February 23, 2016, by and between the Company and Brian Edgar
|
8–K
|
2/26/2016
|
|||||||
10.10+
|
Amendment to Amended and Restated Employment Agreement, dated June 24, 2016, by and between the Company and Brian Edgar
|
8–K
|
6/28/2016
|
|||||||
10.11+
|
Amendment to Amended and Restated Employment Agreement, dated June 24, 2016, by and between the Company and Timothy Barry
|
8–K
|
6/28/2016
|
|||||||
10.12+
|
Amendment to Employment Agreement, dated June 24, 2016, by and between the Company and Sean Fallis
|
8–K
|
6/28/2016
|
|||||||
10.13
|
Form of Silver Bull Resources, Inc. Subscription Agreement, dated July 14, 2016
|
8–K
|
7/20/2016
|
|||||||
10.14
|
Placement Agent Agreement, dated July 7, 2016, by and between Silver Bull Resources, Inc. and Sprott Global Resource Investments, Ltd.
|
8–K
|
7/20/2016
|
|||||||
10.15
|
Form of Subscription Agreement
|
8–K
|
7/12/2017
|
|||||||
10.16
|
Option Agreement, by and among the Company, Minera Metalin S.A. de C.V., Contratistas de Sierra Mojada S.A. de C.V., and South32 International Investment Holdings Pty Ltd, dated as of June 1, 2018
|
8–K
|
6/7/2018
|
|||||||
10.17
|
Form of Subscription Agreement
|
8–K
|
7/27/2018
|
|||||||
10.18
|
Form of Subscription Agreement
|
8–K
|
8/21/2018
|
|||||||
10.19+
|
Amendment to Amended and Restated Employment Agreement, dated August 28, 2018, by and between the Company and Brian Edgar
|
8–K
|
8/29/2018
|
|||||||
10.20+
|
Amendment to Amended and Restated Employment Agreement, dated August 28, 2018, by and between the Company and Timothy Barry
|
8–K
|
8/29/2018
|
|||||||
10.21+
|
Amendment to Amended and Restated Employment Agreement, dated August 28, 2018, by and between the Company and Sean Fallis
|
8–K
|
8/29/2018
|
|||||||
X
|
||||||||||
X
|
||||||||||
X
|
||||||||||
23.3†
|
Consent of AKF Mining Services Inc.
|
|||||||||
23.4†
|
Consent of Tuun Consulting Inc.
|
|||||||||
24.1
|
Powers of Attorney (included on signature page)
|
X
|
(1) |
To file, during any period in which offers or sales are being made, a post–effective amendment to this registration statement:
|
(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act;
|
(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post–effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
|
(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
|
(2) |
That, for the purpose of determining any liability under the Securities Act, each such post–effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3) |
To remove from registration by means of a post–effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(4) |
That, for the purpose of determining liability under the Securities Act to any purchaser:
|
(i) |
If the registrant is relying on Rule 430B:
|
(A) |
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
|
(B) |
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
provided, however
, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
|
(ii) |
If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness;
provided, however
, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
|
(5) |
That, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual reports pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934, as amended (the "Exchange Act") (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(6) |
To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a–3 or Rule 14c–3 under the Exchange Act; and, where interim financial information required to be presented by Article 3 of Regulation S–X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.
|
(7) |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question as to whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
|
SILVER BULL RESOURCES, INC.
|
|||
By:
|
/s/ Timothy Barry
|
||
Name:
|
Timothy Barry
|
||
Title:
|
President and Chief Executive Officer
|
Signature
|
Title
|
Date
|
|
/s/ Timothy Barry
|
|||
Timothy Barry
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
September 21, 2018
|
|
/s/ Sean Fallis
|
|||
Sean Fallis
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
September 21, 2018
|
|
/s/ Brian Edgar
|
|||
Brian Edgar
|
Chairman and Director
|
September 21, 2018
|
|
/s/ Daniel Kunz
|
|||
Daniel Kunz
|
Director
|
September 21, 2018
|
|
/s/ John McClintock
|
|||
John McClintock
|
Director
|
September 21, 2018
|
1 Year Silver Bull Resources (QB) Chart |
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