SILVER BULL RESOURCES, INC. [SVBL] Filings

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   FOR THE QUARTERLY PERIOD ENDED January 31, 2024.

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   FOR THE TRANSITION PERIOD FROM _________ TO _________.

 

Commission File Number: 001-33125

 

SILVER BULL RESOURCES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada	91-1766677
State or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification No.)

 

777 Dunsmuir Street, Suite 1605

Vancouver, B.C., Canada V7Y 1K4

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (604)-687-5800

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
		Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

 

 

SILVER BULL RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

 

TABLE OF CONTENTS

Page

 

PART I – FINANCIAL INFORMATION	3
ITEM 1.  FINANCIAL STATEMENTS.	3
ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	21
ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	26
ITEM 4.   CONTROLS AND PROCEDURES.	26
PART II – OTHER INFORMATION	27
ITEM 1.   LEGAL PROCEEDINGS.	27
ITEM 1A.   RISK FACTORS.	27
ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	27
ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.	27
ITEM 4.   MINE SAFETY DISCLOSURES.	27
ITEM 5.   OTHER INFORMATION.	27
ITEM 6.   EXHIBITS.	28
SIGNATURES	29

 

 

 

 

[The balance of this page has been intentionally left blank.]

 

 

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

SILVER BULL RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		January 31, 2024				October 31, 2023
		(Unaudited)				(Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 15)		$	489,502			$	1,008,507
Other receivables			4,303				5,685
Accounts receivable (Note 5)			209,682				140,097
Prepaid expenses and deposits			34,061				44,637
Due from related party (Note 7)			62,840				57,853
Total Current Assets			800,388				1,256,779
Value-added tax receivable, net of allowance for uncollectible taxes of $570,472 and $536,010, respectively (Note 8)			106,519				100,613
Office and mining equipment, net (Note 9)			128,494				130,937
Property concessions (Note 10)			5,004,386				5,004,386
TOTAL ASSETS		$	6,039,787			$	6,492,715
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable		$	84,897			$	517,489
Accrued liabilities and expenses			340,265				258,590
Income tax payable			4,000				3,000
Loan payable (Note 11)			—				43,256
Total Current Liabilities			429,162				822,335
Warrant derivative liability (Note 14)			148,171				78,088
TOTAL LIABILITIES			577,333				900,423
COMMITMENTS AND CONTINGENCIES (Note 16)
STOCKHOLDERS’ EQUITY (Notes 6, 12, 13 and 14)
Common stock, $0.01 par value; 150,000,000 shares authorized, 47,365,652 shares issued and outstanding			2,541,515				2,541,515
Additional paid-in capital			141,666,852				141,604,015
Accumulated deficit			(138,838,161	)			(138,645,486	)
Other comprehensive income			92,248				92,248
Total Stockholders’ Equity			5,462,454				5,592,292
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	6,039,787			$	6,492,715

 

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

 

 

SILVER BULL RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

 

 

 

		Three Months Ended January 31,
		2024				2023
REVENUES		$	—			$	—
EXPLORATION AND PROPERTY HOLDING COSTS
Exploration and property holding costs			131,890				117,205
Depreciation (Note 9)			2,442				3,672
Funding Agreement reimbursement (contra expense) (Note 5)			(75,084	)			—
Concessions impairment (Note 10)			—				15,541
TOTAL EXPLORATION AND PROPERTY HOLDING COSTS			59,248				136,418
GENERAL AND ADMINISTRATIVE EXPENSES
Personnel			98,944				88,774
Office and administrative			62,917				34,512
Professional services			69,590				46,964
Directors’ fees			46,664				33,826
Provision for uncollectible value-added taxes (Note 8)			6,208				8,326
Funding Agreement reimbursement (contra expense) (Note 5)			(194,501	)			—
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES			89,822				212,402
LOSS FROM OPERATIONS			(149,070	)			(348,820	)
OTHER (EXPENSES) INCOME
Interest income			2,998				6,794
Foreign currency transaction gain (loss)			6,376				(2,842	)
Other income (Note 11)			14,719				—
Change in fair value of warrants derivative liability (Note 14)			(66,698	)			—
TOTAL OTHER (EXPENSES) INCOME			(42,605	)			3,952
LOSS BEFORE INCOME TAXES			(191,675	)			(344,868	)
INCOME TAX EXPENSE			(1,000	)			(1,000	)
NET AND COMPREHENSIVE LOSS			(192,675	)			(345,868	)
BASIC AND DILUTED NET LOSS PER COMMON SHARE (Note 6)		$	(0.00	)		$	(0.01	)
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING			47,365,652				35,055,652

 

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

 

 

 

SILVER BULL RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)

 

 

			Common Stock
			Number of Shares				Amount				Additional  Paid-in Capital				Accumulated Deficit				Other Comprehensive Income				Total Stockholders’ Equity
Three months ended January 31, 2024
Balance, October 31, 2023			47,365,652			$	2,541,515			$	141,604,015			$	(138,645,486	)		$	92,248			$	5,592,292
Stock option activity as follows:
- Stock-based compensation for options issued to directors, officers, employees, and advisors (Note 13)			—				—				62,837				—				—				62,837
Net loss for the three-month period ended January 31, 2024			—				—				—				(192,675	)			—				(192,675	)
Balance, January 31, 2024			47,365,652			$	2,541,515			$	141,666,852			$	(138,838,161	)		$	92,248			$	5,462,454

 

 

			Common Stock
			Number of Shares				Amount				Additional  Paid-in Capital				Accumulated Deficit				Other Comprehensive Income				Total Stockholders’ Equity
Three months ended January 31, 2023
Balance, October 31, 2022			35,055,652			$	2,418,415			$	140,750,310			$	(137,394,298	)		$	92,248			$	5,866,675
Stock option activity as follows:
- Stock-based compensation for options issued to directors, officers, employees and advisors (Note 13)			—				—				54,350				—				—				54,350
Net loss for the three-month period ended January 31, 2023			—				—				—				(345,868	)			—				(345,868	)
Balance, January 31, 2023			35,055,652			$	2,418,415			$	140,804,660			$	(137,740,166	)		$	92,248			$	5,575,157

 

 

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

 

 

 

SILVER BULL RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

 

		Three Months Ended January 31,
		2024				2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(192,675	)		$	(345,868	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation			2,442				3,672
Provision for uncollectible value-added taxes			6,208				8,326
Foreign currency transaction loss (gain)			9,345				(497	)
Stock options issued for compensation (Note 13)			62,837				54,350
Change in fair value of warrant derivative liability (Note 14)			66,698				—
Other income (Note 11)			(14,719	)			—
Concessions impairment			—				15,541
Changes in operating assets and liabilities:
Value-added tax receivable			(6,759	)			(2,714	)
Other receivables			1,391				(492	)
Accounts receivable			(69,585	)			—
Prepaid expenses and deposits			10,835				12,291
Due from related party (Note 7)			(4,987	)			12,314
Accounts payable			(434,734	)			90,817
Accrued liabilities and expenses			73,136				10,340
Income tax payable			1,000				1,000
Net cash used in operating activities			(489,567	)			(140,920	)
CASH FLOWS FROM FINANCING ACTIVITY:
Loan repayment			(29,438	)			—
Net cash used in financing activities			(29,438	)			—
							—
Net decrease in cash and cash equivalents			(519,005	)			(140,920	)
Cash and cash equivalents beginning of period			1,008,507				886,728
Cash and cash equivalents end of period		$	489,502			$	745,808

 

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

 

 

 

SILVER BULL RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(Unaudited)

 

 

			Three Months Ended January 31,
			2024				2023
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Income taxes paid		$	—			$	—
Interest paid		$	—			$	—

 

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

 

 

 

 

 

NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN

Silver Bull Resources, Inc. (the “Company”) was incorporated in the State of Nevada on November 8, 1993 as the Cadgie Company for the purpose of acquiring and developing mineral properties. The Cadgie Company was a spin-off from its predecessor, Precious Metal Mines, Inc. On June 28, 1996, the Company’s name was changed to Metalline Mining Company. On April 21, 2011, the Company’s name was changed to Silver Bull Resources, Inc. The Company’s fiscal year-end is October 31. The Company has not realized any revenues from its planned operations and is considered an exploration stage company. The Company has not established any reserves with respect to its exploration projects and is not expected to enter into the development stage with respect to any of its projects.

 

The Company owns a number of property concessions located in Coahuila, Mexico (collectively known as the “Sierra Mojada Property”). The Company conducts its operations in Mexico through its wholly-owned subsidiary corporations, Minera Metalin S.A. de C.V. (“Minera Metalin”) and Minas de Coahuila SBR S.A. de C.V. (“Minas”).

On April 16, 2010, Metalline Mining Delaware, Inc., a wholly-owned subsidiary of the Company incorporated in the State of Delaware, was merged with and into Dome Ventures Corporation (“Dome”), a Delaware corporation. As a result, Dome became a wholly-owned subsidiary of the Company. Dome has a wholly-owned subsidiary Dome Asia Inc., incorporated in the British Virgin Islands.

On April 23, 2023, Nomad Minerals Ltd. (“Nomad Minerals"), a wholly-owned subsidiary of the Company, was incorporated in British Columbia, Canada. On April 28, 2023, Nomad Metals Limited was incorporated at Astana International Financial Centre in Astana, Republic of Kazakhstan, as a wholly-owned subsidiary of Nomad Minerals.

The Company’s efforts and expenditures have been concentrated on the exploration of properties, principally in the Sierra Mojada Property located in Coahuila, Mexico (the “Sierra Mojada Project”). The Company has not determined whether its exploration properties contain ore reserves that are economically recoverable. The ultimate realization of the Company’s investment in exploration properties is dependent upon the success of future property sales, the existence of economically recoverable reserves, and the ability of the Company to obtain financing or make other arrangements for exploration, development, and future profitable production activities. The ultimate realization of the Company’s investment in exploration properties cannot be determined at this time.

The Company is presently pursuing an Arbitration Claim (the “Arbitration” or the “Claim”) against the United Mexican States (“Mexico”). The Arbitration arises from Mexico’s unlawful expropriation and other unlawful treatment of Silver Bull and its investments resulting from the illegal blockade of Silver Bull’s Sierra Mojada Property. The Company is continuing to seek out other exploration projects for potential development and investment.

Exploration Stage

 

The Company has established the existence of mineral resources for the Sierra Mojada Project. The Company has not established proven or probable reserves, as defined by the United States Securities and the U.S. Securities and Exchange Commission (the “SEC”) subpart 1300 of Regulation S-K (“S-K 1300”), through the completion of a “final” or “bankable” feasibility study for Sierra Mojada Project. Furthermore, the Company has no plans to establish proven or probable reserves for Sierra Mojada Project. As a result, and despite the fact that the Company commenced extraction of mineral resources at the Sierra Mojada Property, the Company remains an exploration stage company, as defined by the SEC.

 

Beginning with the Company’s annual report on Form 10-K for the year ended October 31, 2022, the Company reports its mineral resources in accordance with S-K 1300.

 

 

Going Concern

 

Since its inception in November 1993, the Company has yet to generate revenue and has incurred an accumulated deficit of $138,838,000. Accordingly, the Company has not generated cash flows from operations. Since inception, the Company has relied primarily upon proceeds from private placements and registered direct offerings of the Company’s equity securities, sales of investments and warrant exercises as the primary sources of financing to fund the Company’s operations. As of January 31, 2024, the Company had cash and cash equivalents of approximately $489,000. With respect to the anticipated costs associated with the aforementioned arbitration, as of September 5, 2023, the Company has secured third-party arbitration finance from Bench Walk Advisors LLC (“Bench Walk” or the “Funder”) in an amount of up to $9.5 million. The funding has been completed as purchase of a contingent entitlement to damages in the event that a damages award is recovered from Mexico (Note 5).

 

Despite the arbitration finance in place, based on the Company’s constrained cash and cash equivalents, and history of losses, there exists a certain level of uncertainty regarding the Company’s ability to sustain its operation over the next 12 months as a going concern. While the Company entered into a Funding Agreement aimed at covering arbitration legal costs and certain other costs, supplemental fundraising will be essential to meet more extensive operational demands. Management plans to pursue possible financing and strategic options, including, but not limited to, obtaining additional equity financing, and the exercising of warrants by warrantholders. Management has successfully pursued these options previously and believes that they alleviate the substantial doubt that the Company can continue its operations for the next 12 months as a going concern. However, there is no assurance that the Company will be successful in pursuing these plans.

 

These interim condensed consolidated financial statements have been prepared on a going concern basis and do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary in the event the Company can no longer continue as a going concern. Such adjustments could be material.

 

NOTE 2 – BASIS OF PRESENTATION

The Company’s interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and applicable rules of the SEC regarding interim reporting. All intercompany transactions and balances have been eliminated during consolidation. Certain information and note disclosures typically included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The consolidated balance sheet at October 31, 2023, was derived from the audited consolidated financial statements. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the condensed consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended October 31, 2023.

All figures are in United States dollars unless otherwise noted.

The interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. In the opinion of management, the interim condensed consolidated financial statements furnished herein include all adjustments, all of which are of a routine recurring nature, necessary for a fair statement of the results for the interim periods presented. Uncertainties with respect to estimates and assumptions are inherent in the preparation of the Company’s interim condensed consolidated financial statements. Accordingly, operating results for the three months ended January 31, 2024, are not necessarily indicative of the results that may be expected for the fiscal year ending October 31, 2024, or any future period.

 

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies are defined in the Company’s Annual Report on Form 10-K for the year ended October 31, 2023 filed with the SEC on January 26, 2024.

Recent Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC did not or are not expected to have a significant impact on the Company’s present or future consolidated financial statements.

 

NOTE 4 – ILLEGAL BLOCKADE OF SIERRA MOJADA PROPERTY AND ICSID ARBITRATION

The Company’s efforts and expenditures have been concentrated on the exploration of properties, principally with respect to the Sierra Mojada Property located in Coahuila, Mexico.

On June 1, 2018, the Company and its subsidiaries Minera Metalin and Contratistas de Sierra Mojada S.A. de C.V. entered into an earn-in option agreement (the “South32 Option Agreement”) with South32 International Investment Holdings Pty Ltd (“South32”), a wholly-owned subsidiary of South32 Limited (ASX/JSE/LSE: S32), whereby South32 was able to obtain an option to purchase 70% of the shares of Minera Metalin (the “South32 Option”).

On October 11, 2019, the Company and its subsidiary Minera Metalin issued a notice of force majeure to South32 pursuant to the South32 Option Agreement. Due to an illegal blockade by a cooperative of local miners called Sociedad Cooperativa de Exploración Minera Mineros Norteños, S.C.L. (“Mineros Norteños”), the Company halted all work on the Sierra Mojada Property. The notice of force majeure was issued because the Company and its subsidiary Minera Metalin were unable to perform their obligations under the South32 Option Agreement due to the blockade. Pursuant to the South32 Option Agreement, any time period provided for in the South32 Option Agreement was to be generally extended by a period equal to the period of delay caused by the event of force majeure.

On August 31, 2022, due to the ongoing blockade of the site, the South32 Option Agreement was mutually terminated by South32 and the Company.

No portion of the equity value of the Company was classified as temporary equity as the South32 Option had no intrinsic value. South32 paid $518,000 to the Company as a final payment for the exploration costs incurred by the Company during the blockade, and the Company released South32 from all of claims as of the date of termination.

As of March 15, 2024, the blockade by Mineros Norteños at, on and around the Sierra Mojada Property is ongoing, and the Company remains unable to access the Sierra Mojada Property.

 

On March 2, 2023, the Company filed the NAFTA Notice of Intent. The Company has been unable to access the project since the illegal blockade commenced in September 2019. Despite numerous demands and requests for action by the Company, Mexican governmental agencies have allowed this unlawful conduct to continue and, as such, failed to protect the Company’s investment.

The Company held a meeting with Mexican government officials in Mexico City on May 30, 2023, in an attempt to explore amicable settlement options and avoid arbitration. However, the 90-day period for amicable settlement under NAFTA expired on June 2, 2023, without a resolution.

On June 28, 2023, the Company commenced international arbitration proceedings against Mexico under the United States-Mexico-Canada Agreement (“USMCA”) and NAFTA (the “Arbitration”). The Arbitration was initiated under the Convention on the Settlement of Investment Disputes between States and Nationals of Other States process, which falls under the auspices of the World Bank’s International Centre for Settlement of Investment Disputes (“ICSID”), to which Mexico is a signatory.

The Company has engaged Boies Schiller Flexner (UK) LLP as its legal advisers on the legacy NAFTA claim.

NOTE 5 – ARBITRATION FINANCING

On September 5, 2023, the Company entered into a litigation funding agreement (“Funding Agreement” or the “LFA”) with Bench Walk, a third party, which specializes in funding litigation and arbitration claims. Under the terms of the LFA, Bench Walk has agreed to fund the Company with up to $9.5 million to cover the Company’s legal, tribunal and external expert costs and defined corporate operating expenses associated with the Arbitration proceedings as a purchase of a contingent entitlement to damages.

During the three months ended January 31, 2024, pursuant to the terms of the LFA, the Company received a reimbursement of corporate operating costs in the amount of $200,000 from Bench Walk (year ended October 31, 2023: $96,740). Additionally, Bench Walk has made payments on the Company’s behalf for legal and arbitration costs totaling $205,300 during the three months ended January 31, 2024 and accumulated legal and arbitration costs of $864,878 since September 2023. The Company continues to have complete control over the conduct of the international arbitration proceedings, insofar as the proceedings relate to the Company’s claims, and continues to have the right to settle with Mexico, discontinue proceedings, pursue the proceedings to a merits hearing and take any action the Company considers appropriate to enforce the resulting arbitral award.

 

The Company agreed that Bench Walk shall be entitled to receive a share of any proceeds arising from the Claim (the “Claim Proceeds”) of up to 3.5x Bench Walk’s capital outlay (or, if greater, a return of 1.0x Bench Walk’s capital outlay plus 30% of Claim Proceeds). The actual return to Bench Walk may be lower than the foregoing amounts depending on how quickly the Claim is resolved.

 

As security for Bench Walk’s entitlement to receive a share of the Claim Proceeds under the LFA, the Company granted to Bench Walk a security interest in the Claim Proceeds, the Claim, all documents of title pertaining to the Claim, rights under any appeal bond or similar instrument posted by any of the defendants in the Claim, and all proceeds of any of the foregoing.

During the three months ended January 31, 2024 and fiscal year ended October 31, 2023, the following is a summary of the Company’s expenditures that have been incurred and reimbursed or are expected to be reimbursed from Bench Walk.

		January 31, 2024				October 31, 2023
Exploration and property holding costs		$	75,084			$	27,829
Personnel			57,575				49,812
Office and administrative			53,689				68,303
Professional services			60,841				47,974
Directors’ fees			22,396				42,919
			269,585				236,837
Less: Received			(59,903	)			(96,740	)
Accounts receivable		$	209,682			$	140,097

 

NOTE 6 – NET LOSS PER SHARE

The Company had stock options and warrants outstanding at January 31, 2024 and 2023 that upon exercise were issuable into 12,538,788 and 5,165,039 shares of the Company’s common stock, respectively. They were not included in the calculation of loss per share because they would have been anti-dilutive.

NOTE 7 – DUE FROM RELATED PARTY

As of January 31, 2024, due from related party consists of $62,840 (October 31, 2023 - $57,853) due from Arras Minerals Corp. (“Arras”) for shared employees’ salaries and office expenses. This amount is non-interest bearing and is to be repaid on demand.

NOTE 8 – VALUE-ADDED TAX RECEIVABLE

Value-added tax (“VAT”) receivable relates to VAT paid in Mexico. The Company estimates a net VAT of $106,519 (October 31, 2023 - $100,613) will be received and believes that it remains legally entitled to be refunded the full amount of the VAT receivable and intends to rigorously continue its VAT recovery efforts. While the Company continues to pursue recovery from the Mexican government, the outcomes and process for recovering VAT can be lengthy and unpredictable based on the continued failure to recover the VAT receivable and a recent preliminary unfavorable ruling from the Mexican tax authority, which the Company is in the process of challenging. The allowance for uncollectible VAT was estimated by management based upon several factors, including the length of time the returns have been outstanding, responses received from tax authorities, general economic conditions in Mexico and estimated net recovery after commissions.

 

A summary of the changes in the allowance for uncollectible VAT for the three months ended January 31, 2024, is as follows:

Allowance for uncollectible VAT – October 31, 2023		$	536,010
Provision for VAT receivable allowance			6,208
Foreign currency translation adjustment			28,254
Allowance for uncollectible VAT – January 31, 2024		$	570,472

 

NOTE 9 – OFFICE AND MINING EQUIPMENT

The following is a summary of the Company’s office and mining equipment at January 31, 2024 and October 31, 2023, respectively:

		January 31,				October 31,
		2024				2023
Mining equipment		$	396,153			$	396,153
Vehicles			92,873				92,873
Buildings and structures			185,724				185,724
Computer equipment and software			74,236				74,236
Well equipment			39,637				39,637
Office equipment			47,597				47,597
			836,220				836,220
Less:  Accumulated depreciation			(707,726	)			(705,283	)
Office and mining equipment, net		$	128,494			$	130,937

 

 

NOTE 10 – PROPERTY CONCESSIONS

The following is a summary of the Company’s property concessions for the Sierra Mojada Property as at January 31, 2024 and October 31, 2023:

	Property concessions – October 31, 2022			$	5,019,927
	Impairment				(15,541	)
	Property concessions – October 31, 2023				5,004,386
	Property concessions – January 31, 2024			$	5,004,386

 

During the three months ended January 31, 2023, the Company decided to withdraw certain concessions’ applications in Sierra Mojada, Mexico. As a result, the Company has written off the capitalized property concession balance related to these concessions of $15,541 in accordance with level 3 of the fair value hierarchy.

 

If the blockade at Sierra Mojada Property continues, further impairment of property concessions is possible.

 

NOTE 11 – LOAN PAYABLE

In June 2020, the Company received $29,531 ($CDN 40,000) in the form of a Canada Emergency Business Account (“CEBA”) loan. CEBA is part of the economic assistance program launched by the Government of Canada to ensure that businesses had access to capital during the COVID-19 pandemic. The CEBA loan program was increased, and in January 2021, the Company applied and qualified for an additional $15,615 ($CDN 20,000) CEBA loan.

As at October 31, 2023, the total CEBA loan amount stood at $CDN 60,000. with $CDN 20,000 forgivable if repaid by December 31, 2023. Additionally, the CEBA loan accrued no interest to December 31, 2023, and only thereafter would have converted to a three-year term loan with a 5% annual interest rate.

On December 8, 2023, the Company repaid $29,438 ($CDN 40,000) of the CEBA loan, and pursuant to its terms, recognized $14,719 ($CDN 20,000) in other income as forgiveness of the remaining portion of the CEBA loan.

Loan payable – October 31, 2023		$	43,256
Repayment			(29,438	)
Foreign currency translation adjustment			901
Other income			(14,719	)
Loan payable – January 31, 2024		$	—

NOTE 12 – COMMON STOCK

No shares of common share stock were issued during the three months ended January 31, 2024 and 2023.

NOTE 13 – STOCK OPTIONS

The Company has one stock option plan under which equity securities are authorized for issuance to officers, directors, employees and advisors: the 2019 Stock Option and Stock Bonus Plan (the “2019 Plan”). The 2019 Plan was amended on April 19, 2022 (the “Amended 2019 Plan”). Under the Amended 2019 Plan, 10% of the total shares outstanding are reserved for issuance upon the exercise of options or the grant of stock bonuses, to a maximum of 15,000,000 shares.

 

Options are typically granted with an exercise price equal to the closing market price of the Company’s stock at the date of grant, have a graded vesting schedule over two years and have a contractual term of five years.

 

 

 

NOTE 14 – WARRANTS

A summary of warrant activity for the three months ended January 31, 2024 is as follows:

 

Warrants		Shares				Weighted Average Exercise Price				Weighted Average Remaining Contractual Life (Years)				Aggregate Intrinsic Value
Outstanding and exercisable at October 31, 2023			7,813,788			$	0.23				4.24			$	—
Outstanding and exercisable at January 31, 2024*			7,813,788				0.23				3.99				46,942

 

* Pursuant to the terms of the Separation and Distribution Agreement (the “Distribution”), dated as of August 31, 2021, between Silver Bull and Arras entered into in connection with the Distribution, 1,971,289 warrants with a weighted average exercise price of $0.59 are exercisable into one share of common stock of the Company and one common share of Arras. The Company will receive $0.34 of the proceeds from the exercise of each of these warrants and the remaining proceeds will be paid to Arras.

 

No warrants were issued or exercised during the three months ended January 31, 2024 or 2023.

 

Summarized information about warrants outstanding and exercisable at January 31, 2024 is as follows:

 

	Warrants Outstanding and Exercisable
	Exercise Price				Number Outstanding				Weighted Average Remaining Contractual Life (Years)				Weighted Average Exercise Price
$	0.59				1,971,289				1.74			$	0.59
	0.11*				5,842,499				4.75				0.11
$	0.23				7,813,788				3.99			$	0.23

 

* The Company’s $CDN warrants have been recognized as a derivative liability. The following is a summary of the Company’s warrant derivative liability at January 31, 2024:

 

Warrant derivative liability at October 31, 2023		$	78,088
Foreign currency translation adjustment			3,385
Change in fair value of warrant derivative liability			66,698
Warrant derivative liability at January 31, 2024		$	148,171

 

NOTE 15 – FINANCIAL INSTRUMENTS

Fair Value Measurements

All financial assets and financial liabilities are recorded at fair value on initial recognition. Transaction costs are expensed when incurred, unless they are directly attributable to the acquisition of financial assets or the assumption of liabilities carried at amortized cost, in which case the transaction costs adjust the carrying amount.

The three levels of the fair value hierarchy are as follows:

	Level 1	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
	Level 2	Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
	Level 3	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

Liquidity Risk

Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they fall due. The Company’s approach to managing its liquidity risk is to ensure, as far as possible, that it will have sufficient liquid funds to meet its liabilities when due.

At January 31, 2024, the Company has $489,502 (October 31, 2023 - $1,008,507) of cash and cash equivalents to settle current liabilities of $429,162 (October 31, 2023 - $822,335). All payables classified as current liabilities are due within one year.

Interest Rate Risk

The Company holds substantially all of its cash and cash equivalents in bank and demand deposit accounts with major financial institutions. The interest rates received on these balances may fluctuate with changes in economic conditions. Based on the average cash and cash equivalent balances during the three months ended January 31, 2024, a 1% decrease in interest rates would have resulted in a reduction of approximately $578 in interest income for the period.

Foreign Currency Exchange Risk

Certain purchases of labor, operating supplies and capital assets are denominated in $CDN, $MXN or other currencies. As a result, currency exchange fluctuations may impact the costs of the Company’s operations. Specifically, the appreciation of the $MXN or $CDN against the U.S. dollar may result in an increase in operating expenses and capital costs in U.S. dollar terms. The Company currently does not engage in any currency hedging activities.

 

Based on the net exposures as at January 31, 2024, a 5% depreciation or appreciation of the $CDN and $MXN against the US dollar would result in an increase and decrease, respectively, of approximately $9,000 in the Company’s net income.

NOTE 16 – COMMITMENTS AND CONTINGENCIES

Compliance with Environmental Regulations

The Company’s exploration activities are subject to laws and regulations controlling not only the exploration and mining of mineral properties but also the effect of such activities on the environment. Compliance with such laws and regulations may necessitate additional capital outlays or affect the economics of a project, and cause changes or delays in the Company’s activities.

Property Concessions in Mexico

To properly maintain property concessions in Mexico, the Company is required to pay a semi-annual fee to the Mexican government and complete annual assessment work.

Royalty

The Company has agreed to pay a 2% net smelter return royalty on certain property concessions within the Sierra Mojada Property based on the revenue generated from production. Total payments under this royalty are limited to $6.875 million (the “Royalty”). To date, no royalties have been paid.

NOTE 17 – SEGMENT INFORMATION

The Company operates in a single reportable segment: the exploration of mineral property interests. The Company has mineral property interests in Sierra Mojada, Mexico.

Geographic information is approximately as follows:

		For the Three Months Ended
		January 31,
		2024				2023
Net loss
Canada		$	(63,000	)		$	(190,000	)
Mexico			(130,000	)			(156,000	)
Net loss		$	(193,000	)		$	(346,000	)

 The following table details the allocation of assets included in the accompanying balance sheet at January 31, 2024:

		Canada				Mexico				Total
Cash and cash equivalents		$	465,000			$	24,000			$	489,000
Other receivables			4,000				1,000				5,000
Accounts receivables			210,000				—				210,000
Prepaid expenses and deposits			29,000				5,000				34,000
Due from related party			63,000				—				63,000
Value-added tax receivable, net			—				107,000				107,000
Office and mining equipment, net			—				128,000				128,000
Property concessions			—				5,004,000				5,004,000
		$	771,000			$	5,269,000			$	6,040,000

 

The following table details the allocation of assets included in the accompanying balance sheet at October 31, 2023:

		Canada				Mexico				Total
Cash and cash equivalents		$	985,000			$	23,000			$	1,008,000
Other receivables			6,000				—				6,000
Accounts receivables			140,000				—				140,000
Prepaid expenses and deposits			40,000				5,000				45,000
Due from related party			58,000				—				58,000
Value-added tax receivable, net			—				101,000				101,000
Office and mining equipment, net			—				131,000				131,000
Property concessions			—				5,004,000				5,004,000
		$	1,229,000			$	5,264,000			$	6,493,000

The Company has significant assets in Coahuila, Mexico. Although Mexico is generally considered economically stable, unanticipated events in Mexico, such as the blockade, can, and may in the future, disrupt the Company’s operations. The Mexican government does not require foreign entities to maintain cash reserves in Mexico.

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

When using the terms “Silver Bull,” or the “Company,” management is referring to Silver Bull Resources, Inc. and its subsidiaries, unless the context otherwise requires.  Management has included technical terms important to an understanding of the Company’s business under “Glossary of Common Terms” in its Annual Report on Form 10-K for the fiscal year ended October 31, 2023.

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes certain statements that may be deemed to be “forward-looking statements” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the U.S. Private Securities Litigation Reform Act of 1995, and “forward-looking information” within the meaning of applicable Canadian securities legislation. Management uses words such as “anticipate,” “continue,” “likely,” “estimate,” “expect,” “may,” “will,” “projection,” “should,” “believe,” “potential,” “could,” or similar words suggesting future outcomes (including negative and grammatical variations) to identify forward-looking statements. Forward-looking statements include statements the Company makes regarding:

• The sufficiency of the Company’s existing cash resources to enable it to continue operations for the next 12 months as a going concern;
• The prospects of the claim process, or award, under the North American Free Trade Agreement (“NAFTA”);
• The Funding Agreement (as defined in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section), and continued payment of legal, tribunal and external expert costs, and reimbursement of corporate operating expenses, under its terms;
• Prospects of entering the development or production stage with respect to any of the Company’s projects;
• Plans at the Sierra Mojada Project in 2024 and beyond;
• Whether any part of the Sierra Mojada Project will ever be confirmed or converted into “proven or probable mineral reserves” as defined under Item 1300 of Regulation S-K;
• The requirement of additional power supplies for the Sierra Mojada Project if a mining operation is determined to be feasible;
• The Company’s ability to obtain and hold additional concessions in the Sierra Mojada Project areas;
• Whether the Company will be required to obtain additional surface rights if a mining operation is determined to be feasible;
• The possible impact on the Company’s operations of the blockade by a cooperative of miners on the Sierra Mojada Property;
• The potential acquisition of additional mineral properties or property concessions;
• Testing of the impact of the fine bubble flotation test work on the recovery of minerals and initial rough concentrate grade;
• The impact of recent accounting pronouncements on 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 activities;
• The Company’s ability to raise additional capital and/or pursue additional strategic options, and the potential impact on the business, financial condition and results of operations of doing so or not;
• The impact of changing foreign currency exchange rates on the Company’s financial condition;
• The impairment of concessions and likelihood of further impairment of other long-lived assets;

 

• Whether using major financial institutions with high credit ratings mitigates credit risk;
• The impact of changing economic conditions on interest rates;
• Expectations regarding future recovery of value-added taxes (“VAT”) paid in Mexico; and
• The merits of any claims in connection with, and the expected timing of any, ongoing legal proceedings.

These statements are based on certain assumptions and analyses made by us in light of management’s experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, and the actual results could differ from those expressed or implied in these forward-looking statements as a result of the factors described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2023, including without limitation, risks associated with the following:

• The ability to obtain additional financial resources on acceptable terms to (i) maintain its property concessions in Mexico and (ii) maintain general and administrative expenditures at acceptable levels;
• The ability to acquire additional mineral properties or property concessions;
• The ability of the Company to maintain its assets in Mexico given the performance of the Mexican government at various levels, including those described in PART II, ITEM 1A RISK FACTORS;
• Worldwide economic and political events affecting (i) the market prices for silver, zinc, lead, copper and other minerals that may be found on the Company’s exploration properties (ii) interest rates and (iii) foreign currency exchange rates;
• The amount and nature of future capital and exploration expenditures;
• Volatility in the Company’s stock price;
• The Company’s 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;
• The Company’s ability to retain key management, consultants and experts necessary to successfully operate and grow the business; and
• Political and economic instability in Mexico and other countries in which the Company conducts its 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.

These factors are not intended to represent a complete list of the general or specific factors that could affect the Company.

 

All forward-looking statements speak only as of the date made. All subsequent written and oral forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements. Except as required by law, management undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. Readers should not place undue reliance on these forward-looking statements.

Cautionary Note Regarding Exploration Stage Companies

Silver Bull is an exploration stage company and does not currently have any known reserves and cannot be expected to have reserves unless and until a feasibility study is completed for the Sierra Mojada concessions that shows proven and probable reserves. There can be no assurance that these concessions contain proven and probable reserves, and investors may lose their entire investment. See the sections titled “Risk Factors” in this Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended October 31, 2023.

Business Overview

Silver Bull, incorporated in Nevada, is an exploration stage company, engaged in the business of mineral exploration, and its primary objective is to define sufficient mineral reserves on the Sierra Mojada Property to justify the development of a mechanized mining operation. The Company conducts its operations in Mexico through its wholly-owned Mexican subsidiaries, Minera Metalin S.A. de C.V. (“Minera Metalin”) and Minas de Coahuila SBR S.A. de C.V. On August 26, 2021, the wholly-owned Mexican subsidiary, Contratistas de Sierra Mojada S.A. de C.V. merged with and into Minera Metalin. As noted above, the Company has not established any reserves at the Sierra Mojada Property, and it is in the exploration stage, and may never enter the development or production stage.

On April 23, 2023, Nomad Minerals Ltd. (“Nomad Minerals"), a wholly-owned subsidiary of the Company, was incorporated in British Columbia, Canada. On April 28, 2023, Nomad Metals Limited was incorporated at Astana International Financial Centre in Astana, Republic of Kazakhstan, as a wholly-owned subsidiary of Nomad Minerals.

On June 28, 2023, the Company filed a request for arbitration (the “Arbitration”) before the World Bank’s International Centre for Settlement of Investment Disputes (“ICSID”) against the United Mexican States (“Mexico”) under the United States-Mexico-Canada Agreement (the “USMCA”) and NAFTA, (together with the USMCA, the “Treaties”). Since the arbitration request, the Arbitration has become the Company’s core focus. The Arbitration seeks compensation for the losses resulting from the Mexican State’s wrongful conduct and its breaches of the Treaties’ protections, including expropriation, breach of the fair and equitable treatment standard, discrimination, and other unlawful treatment in respect of the Sierra Mojada Property. If successful in the Arbitration, the Company will take appropriate steps to enforce and recover such an arbitral award (“Award”). The execution and enforcement of an Award may present material challenges and take a number of years.

Silver Bull’s principal office is located at 777 Dunsmuir Street, Suite 1605 Vancouver, BC, Canada V7Y 1K4, and the telephone number is 604-687-5800. 

Properties Concessions and Outlook

 

Sierra Mojada Property

The focus of the Company for the 2024 calendar year will be to continue with the Arbitration process. If the blockade and the Arbitration proceedings are resolved, any continued exploration of the Sierra Mojada Property ultimately may require the Company to raise additional capital, identify other sources of funding or identify a strategic partner, or other strategic alternatives. The Company is also continuing to seek out other exploration projects for potential development and investment.

 

Results of Operations

 

Three Months Ended January 31, 2024 and January 31, 2023

For the three months ended January 31, 2024, the Company recorded a net loss of $193,000, or approximately $nil per share, compared to a net loss of $346,000, or approximately $0.01 per share, during the comparable period last year. The $153,000 decrease in net loss was primarily due to a $77,000 decrease in exploration and property holding costs and a $122,000 decrease in administrative expenses, which was partially offset by a $43,000 in other expense compared to a $4,000 in other income in the same period last year as described below.

Exploration and Property Holding Costs

Exploration and property holding costs decreased $77,000 to $59,000 for the three months ended January 31, 2024, compared to $136,000 for the comparable period last year. This decrease was mainly due to a $75,000 reimbursement from Bench Walk pursuant to the litigation Funding Agreement in the three months ended January 31, 2024 and a $16,000 concessions’ impairment in the same period last year. As the Funding Agreement was entered into in September 2023, there is no comparable amount in the same period last year.

General and Administrative Expenses

General and administrative expenses decreased by $122,000 to $90,000 in the three months ended January 31, 2024 from $212,000 in the same period last year as described below.

Stock-based compensation was a factor in the fluctuations in general and administrative expenses. The Company recorded $60,000 in stock-based compensation included in general and administrative expense for the three months ended January 31, 2024 compared to $53,000 for the comparable period last year as a result of stock options were granted and vested to employees, directors and consultants.

Personnel costs increased $10,000 to $99,000 for the three months ended January 31, 2024 as compared to $89,000 for the comparable period last year. This increase was mainly due to a $11,000 increase in salaries due to revised agreements with the Company’s management in September 2023 and a $4,000 increase in accrued vacation, which was offset by a $4,000 decrease in stock-based compensation compared to the same period last year.

Office and administrative expenses increased by $28,000 to $63,000 for the three months ended January 31, 2024 compared to $35,000 for the comparable period last year. This increase was primarily due to increased travel costs.

Professional fees increased $23,000 to $70,000 for the three months ended January 31, 2024 compared to $47,000 for the comparable period last year. This increase was mainly due to increases in accounting fees, legal fees and other professional fees related to the Company’s 2024 annual meeting of shareholders.

Directors’ fees increased $13,000 to $47,000 for the three months ended January 31, 2024 as compared to $34,000 for the comparable period last year. This increase was primarily due to a $12,000 increase in stock-based compensation compared to the same period last year.

The Company recorded a $6,000 provision for uncollectible VAT for the three months ended January 31, 2024 as compared to a $8,000 provision for uncollectible VAT in the comparable period last year. The allowance for uncollectible VAT was estimated by management based upon a number of factors, including the length of time the returns have been outstanding, responses received from tax authorities, general economic conditions in Mexico and estimated net recovery after commissions.

During the three months ended January 31, 2024, the Company recorded a contra expense of $195,000 in the general and administrative expenses which is comprised of funds from the Litigation Funding Agreement. Bench Walk is funding the Company’s legal, tribunal and external expert costs and defined corporate operating expenses. This is a nonrecourse agreement, and the Company has no obligation to repay any funds received under the agreement. In the event of a favorable outcome, Bench Walk would recover disbursed funding as part of their investment return. As the Funding Agreement was entered into in September 2023, there is no comparable amount in the same period last year.

 

 

 

During the three months ended January 31, 2024, the Arbitration lawyers incurred $205,300 in legal costs, all of which were paid by Bench Walk directly.

Other (Expenses) Income

The Company recorded other expenses of $43,000 for the three months ended January 31, 2024 as compared to other income of $4,000 for the comparable period last year. The significant factor contributing to other expenses in the three months ended January 31, 2024 was a $67,000 expense from change in fair value of the warrant derivative liability, which was offset by $3,000 interest income, a $6,000 foreign currency transaction income and a $15,000 in other income on partial forgiveness of the Company’s Canada Emergency Business Account (“CEBA”) loan. The $67,000 expense from change in fair value of the warrant derivative liability was due to an increase in the fair value of warrants with a $CDN exercise price from October 31, 2023 to January 31, 2024. The significant factors contributing to other income for the comparable period last year was $6,000 in interest income.

Material Changes in Financial Condition; Liquidity and Capital Resources

 

Cash Flows

During the three months ended January 31, 2024, cash and cash equivalents were primarily utilized to fund general and administrative expenses. As a result of the general and administrative expenses, cash and cash equivalents decreased from $1,009,000 at October 31, 2023 to $490,000 at January 31, 2024.

Cash flows used in operating activities for the three months ended January 31, 2024 were $490,000, as compared to $141,000 for the comparable period in 2023. This increase was mainly due to the timing of certain payments and the timing of the accounts receivable collection.

Cash flows provided by investing activities for the three months ended January 31, 2024 and 2023 were $nil.

Cash flows used by financing activities for the three months ended January 31, 2024 were $29,000 as the Company repaid the payable portion of the CEBA loan. Cash flows used by financing activities for the three months ended January 31, 2023 were $nil.

Capital Resources

As of January 31, 2024, the Company had cash and cash equivalents of $490,000, as compared to cash and cash equivalents of $1,009,000 as of October 31, 2023. The decrease in liquidity and working capital were primarily the result of the net repayment of accounts payable of $430,000, general and administrative expenses and payments, which were partially offset by the Arbitration funding during the three months ended January 31, 2024.

Since the Company’s inception in November 1993, it has not generated revenue and has incurred an accumulated deficit of $138,838,000. Accordingly, the Company has not generated cash flows from operations, and since inception has relied primarily upon proceeds from private placements and registered direct offerings of its equity securities, warrant exercises, the sale of investments and funding from Bench Walk and South32 as the primary sources of financing to fund operations

Despite the arbitration finance in place, based on the Company’s constrained cash and cash equivalents, and history of losses, there exists a certain level of uncertainty regarding the company’s ability to sustain its operation over the next 12 months as a going concern. While the Company entered into a Funding Agreement aimed at covering arbitration legal costs and certain other costs, supplemental fundraising will be essential to meet more extensive operational demands. Management plans to pursue possible financing and strategic options, including, but not limited to, obtaining additional equity financing, and the exercising of warrants by warrantholders. Management has successfully pursued these options previously and believes that they alleviate the substantial doubt that the Company can continue its operations for the next 12 months as a going concern. However, there is no assurance that the Company will be successful in pursuing these plans.

 

Any future additional financing in the near term will likely be in the form of the issuance of equity securities, which will result in dilution to Silver Bull’s existing shareholders. Moreover, the Company may incur significant fees and expenses in the pursuit of a financing or other strategic transaction, which will increase the rate at which its cash and cash equivalents are depleted.

 

Capital Requirements and Liquidity; Need for Additional Funding

The Company’s management and board of directors monitor overall costs, expenses, and financial resources and, if necessary, will adjust planned operational expenditures in an attempt to ensure that the Company has sufficient operating capital. Management continues to evaluate the Company’s costs and planned expenditures, including for the Sierra Mojada Property, as discussed below.

 

The aforementioned Arbitration process will require the Company to incur significant expense and devote significant resources. The outcome of the Arbitration claim and the process for recovering funds, even if there is a successful outcome, can be lengthy and unpredictable.

If the blockade is resolved, and exploration of the Sierra Mojada project is restarted, the Company will require significant amounts of additional capital. As of February 29, 2024, the Company had approximately $0.4 million in cash and cash equivalents. The continued exploration of the Sierra Mojada Property ultimately would require the Company to raise additional capital, identify other sources of funding, identify a strategic partner or other strategic alternatives.

The Company will continue to evaluate its ability to obtain additional financial resources, and will attempt to reduce or limit expenditures on the Sierra Mojada Property as well as general and administrative costs if it is determined that additional financial resources are unavailable or available on terms that it determines are unacceptable. However, it may not be possible to reduce costs, and even if the Company is successful in reducing costs, it still may not be able to continue operations for the next 12 months as a going concern. Debt or equity financing may not be available on acceptable terms, if at all. Equity financing, if available, may result in substantial dilution to existing stockholders. If the Company is unable to fund future operations by way of financings, including public or private offerings of equity or debt securities, its business, financial condition and results of operations will be adversely impacted.

Critical Accounting Policies

The critical accounting policies are defined in the Company’s Annual Report on Form 10-K for the year ended October 31, 2023 filed with the SEC on January 26, 2024.

Other recent accounting pronouncements issued by the Financial Accounting Standards Board (including its Emerging Issues Task Force) and the SEC did not or are not expected to have a material impact on the Company’s present or future consolidated financial statements.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4.

CONTROLS AND PROCEDURES.

(a)

Evaluation of Disclosure Controls and Procedures.

Under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, management has carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of April 30, 2023. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective as of January 31, 2024.

The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in its reports filed or submitted under the Exchange Act is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.