UNITED STATES
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 June 30, 2026 | |
| or | |
| ☐ | 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: 001-43242
SILVER BOW MINING CORP.
(Exact Name of Registrant as Specified in its Charter)
| 98-1858068 | ||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 1401 Idaho Street | ||
| Butte, Montana | 59701 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(406) 718-7593
(Registrant’s Telephone Number, including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol | Name of each exchange on which registered: | ||
| Common Shares, no par value | SBMT | NYSE American LLC |
Indicate by checkmark whether the registrant (1) 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 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 ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common shares, as of the latest practical date: common shares, without par value, outstanding as of August 12, 2026.
SILVER BOW MINING CORP.
FORM 10-Q
For the Quarter Ended June 30, 2026
(Unaudited)
INDEX
1
PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS.
SILVER BOW MINING CORP.
Unaudited Condensed Interim Consolidated Balance Sheets
| June 30, 2026 | December 31, 2025 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 55,825,576 | $ | 10,554,948 | ||||
| Prepaid expenses | 817,884 | 177,075 | ||||||
| Other current assets | 482,999 | 250,496 | ||||||
| 57,126,459 | 10,982,519 | |||||||
| Non-current Assets | ||||||||
| Restricted cash - reclamation deposit | 1,538,611 | 225,788 | ||||||
| Right of use asset | 91,333 | |||||||
| Property and equipment, net | 979,646 | 253,469 | ||||||
| Mineral properties | 42,831,804 | 38,261,379 | ||||||
| Total Assets | $ | 102,567,853 | $ | 49,723,155 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | 1,596,691 | $ | 1,512,225 | ||||
| Lease liability - short term | 22,895 | |||||||
| Short term obligation - Great Republic mineral property | 500,000 | |||||||
| Total current liabilities | 2,119,586 | 1,512,225 | ||||||
| Non-current Liabilities | ||||||||
| Environmental remediation reserve | 222,693 | 222,693 | ||||||
| Lease liability - long term | 74,381 | |||||||
| Long term obligation - Great Republic mineral property | 3,500,000 | |||||||
| Total Liabilities | 5,916,660 | 1,734,918 | ||||||
| Commitments and Contingencies - Note 8 | ||||||||
| Stockholders’ Equity | ||||||||
| Common shares, par value, unlimited shares authorized; issued and outstanding at June 30, 2026 (December 31, 2025 - ) | 120,259,031 | 64,080,293 | ||||||
| Additional paid-in capital | 8,497,005 | 7,972,394 | ||||||
| Accumulated deficit | (32,104,843 | ) | (24,064,450 | ) | ||||
| Total Stockholders’ Equity | 96,651,193 | 47,988,237 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 102,567,853 | $ | 49,723,155 | ||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
2
SILVER BOW MINING CORP.
Unaudited Condensed Interim Consolidated Statements of Operations
For the three and six months ended June 30, 2026 and 2025
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Operating expenses | ||||||||||||||||
| Exploration costs | $ | 2,509,027 | $ | 98,521 | $ | 2,918,083 | $ | 302,391 | ||||||||
| Depreciation | 30,122 | 5,996 | 44,296 | 11,992 | ||||||||||||
| Salaries and wages | 1,212,654 | 355,292 | 1,831,855 | 671,466 | ||||||||||||
| General and administration | 663,601 | 130,685 | 1,057,062 | 200,272 | ||||||||||||
| Management and advisory | 160,460 | 165,344 | 782,478 | 5,085,987 | ||||||||||||
| Professional fees | 750,378 | 541,104 | 1,766,254 | 632,507 | ||||||||||||
| Operating lease expenses | 5,943 | 44,518 | 5,943 | 113,601 | ||||||||||||
| Net loss from operations | 5,332,185 | 1,341,460 | 8,405,971 | 7,018,216 | ||||||||||||
| Other (income) expenses | ||||||||||||||||
| Sub-lease income | (10,032 | ) | (51,951 | ) | ||||||||||||
| Foreign exchange gain (loss) | (24,683 | ) | 41,530 | (17,029 | ) | 33,488 | ||||||||||
| Interest income | (333,930 | ) | (398,601 | ) | ||||||||||||
| Interest expense | 30,235 | 20,751 | 50,260 | 28,757 | ||||||||||||
| Other (income) expense | (45 | ) | 7,899 | (208 | ) | 5,433 | ||||||||||
| Total other (income) expenses | (328,423 | ) | 60,148 | (365,578 | ) | 15,727 | ||||||||||
| Net loss | $ | 5,003,762 | $ | 1,401,608 | $ | 8,040,393 | $ | 7,033,943 | ||||||||
| Net loss per share, basic and diluted | $ | $ | $ | $ | ||||||||||||
| Weighted average shares, basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
3
SILVER BOW MINING CORP.
Unaudited Condensed Interim Consolidated Statements of Changes in Stockholders’ Equity
For the three and six months ended June 30, 2026 and 2025
| Number of shares | Common Stock | Additional paid-in capital | Accumulated deficit | Total | ||||||||||||||||
| Balance at March 31, 2026 | 24,318,500 | $ | 65,101,468 | $ | 8,382,509 | $ | (27,101,081 | ) | $ | 46,382,896 | ||||||||||
| Warrant exercises | 10,000 | 73,180 | (13,180 | ) | 60,000 | |||||||||||||||
| Proceeds from Initial Public Offering, net of costs | 5,200,000 | 55,084,383 | 55,084,383 | |||||||||||||||||
| Stock-based compensation | - | 127,676 | 127,676 | |||||||||||||||||
| Net loss for the period | - | (5,003,762 | ) | (5,003,762 | ) | |||||||||||||||
| Balance at June 30, 2026 | 29,528,500 | $ | 120,259,031 | $ | 8,497,005 | $ | (32,104,843 | ) | $ | 96,651,193 | ||||||||||
| Balance at December 31, 2025 | 24,143,500 | $ | 64,080,293 | $ | 7,972,394 | $ | (24,064,450 | ) | $ | 47,988,237 | ||||||||||
| Warrant exercises | 185,000 | 1,094,355 | (194,355 | ) | 900,000 | |||||||||||||||
| Proceeds from Initial Public Offering, net of costs | 5,200,000 | 55,084,383 | 55,084,383 | |||||||||||||||||
| Stock-based compensation | - | 718,966 | 718,966 | |||||||||||||||||
| Net loss for the period | - | (8,040,393 | ) | (8,040,393 | ) | |||||||||||||||
| Balance at June 30, 2026 | 29,528,500 | $ | 120,259,031 | $ | 8,497,005 | $ | (32,104,843 | ) | $ | 96,651,193 | ||||||||||
| Balance at March 31, 2025 | 16,608,376 | $ | 40,483,473 | $ | 16,901,978 | $ | (19,322,846 | ) | $ | 38,062,605 | ||||||||||
| Restricted stock units | 100,000 | 310,000 | (310,000 | ) | ||||||||||||||||
| Issuance of common shares - acquisition settlement | - | 2,265,000 | 2,265,000 | |||||||||||||||||
| Stock-based compensation | - | 151,586 | 151,586 | |||||||||||||||||
| Net loss for the period | - | (1,401,608 | ) | (1,401,608 | ) | |||||||||||||||
| Balance at June 30, 2025 | 16,708,376 | $ | 40,793,473 | $ | 19,008,564 | $ | (20,724,454 | ) | $ | 39,077,583 | ||||||||||
| Balance at December 31, 2024 | 15,134,010 | $ | 35,179,387 | $ | 11,819,990 | $ | (13,690,511 | ) | $ | 33,308,866 | ||||||||||
| Issuance of common shares, net of costs | 461,744 | 1,462,198 | 449,880 | 1,912,078 | ||||||||||||||||
| Warrant exercises | 1,012,622 | 3,841,888 | (297,711 | ) | 3,544,177 | |||||||||||||||
| Restricted stock units | 100,000 | 310,000 | (310,000 | ) | ||||||||||||||||
| Issuance of common shares - acquisition settlement | - | 2,265,000 | 2,265,000 | |||||||||||||||||
| Stock-based compensation | - | 5,081,405 | 5,081,405 | |||||||||||||||||
| Net loss for the period | - | (7,033,943 | ) | (7,033,943 | ) | |||||||||||||||
| Balance at June 30, 2025 | 16,708,376 | $ | 40,793,473 | $ | 19,008,564 | $ | (20,724,454 | ) | $ | 39,077,583 | ||||||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
4
SILVER BOW MINING CORP.
Unaudited Condensed Interim Consolidated Statements of Cash Flows
For the six months ended June 30, 2026 and 2025
| June 30, | June 30, | |||||||
| 2026 | 2025 | |||||||
| Cash flows provided by (used in): | ||||||||
| Operating activities | ||||||||
| Net loss for year | $ | (8,040,393 | ) | $ | (7,033,943 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock-based compensation | 718,966 | 5,081,405 | ||||||
| Depreciation expense | 44,296 | 11,992 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | (640,809 | ) | 69,669 | |||||
| Accounts payable and accrued liabilities | 84,466 | (507,401 | ) | |||||
| Net change in operating lease assets and liabilities | 5,943 | (10,430 | ) | |||||
| Other assets and liabilities, net | (232,503 | ) | 2,878 | |||||
| Net cash flows used in operating activities | (8,060,034 | ) | (2,385,830 | ) | ||||
| Investing activities | ||||||||
| Acquisition of mineral rights - Great Republic | (570,425 | ) | ||||||
| Acquisition of mineral rights - Goldsmith | (1,006,851 | ) | ||||||
| Acquisition of purchase of Ferry Lane | (300,000 | ) | ||||||
| Purchase property and equipment | (770,473 | ) | ||||||
| Net cash flows used in investing activities | (1,340,898 | ) | (1,306,851 | ) | ||||
| Financing activities | ||||||||
| Warrant exercises | 900,000 | 3,544,177 | ||||||
| Proceeds from issuance of common stock, net of costs | 1,912,078 | |||||||
| Proceeds from IPO, net of costs | 55,084,383 | |||||||
| Net cash flows provided by financing activities | 55,984,383 | 5,456,255 | ||||||
| Net increase in cash and restricted cash | 46,583,451 | 1,763,574 | ||||||
| Cash and restricted cash, beginning of year | 10,780,736 | 481,418 | ||||||
| Cash and restricted cash, end of period | $ | 57,364,187 | $ | 2,244,992 | ||||
| Supplemental disclosure of noncash investing and financing activities | ||||||||
| Obligation for acquisition of Great Republic mineral property (see Note 6) | $ | 4,000,000 | $ | |||||
| Shares to be issued Lane F (see Note 6) | $ | $ | 2,265,000 | |||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
5
SILVER BOW MINING CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 1. | Nature of Operations |
Silver Bow Mining Corp. (the “Company” or “Silver Bow”) was incorporated on August 31, 2020 under the laws of the province of Ontario, Canada, under the name Blackjack Silver Corp. On February 18, 2025, the Company’s name was changed to Silver Bow Mining Corp., and on May 27, 2025 it continued its incorporation to the province of British Columbia. The Company’s registered office is located at 1200-750 West Pender Street, Vancouver, BC V6C 2T8, and its corporate headquarters is located at 1401 Idaho Street, Butte, Montana 59701.
The Company is engaged in the acquisition, exploration, and development of mineral resource properties in Butte, Montana, USA. The Company’s primary business objective is to identify and evaluate prospective properties with the potential for future extraction and commercialization.
As of June 30, 2026, the Company is in the exploration stage and has not commenced commercial production or established mineral reserves.
The Company acquires its mineral properties through leases and ownership of patented mining claims and capitalizes acquisition costs related to the properties. The underlying value of the amounts recorded as mineral properties does not reflect current or future values. The Company’s continued existence depends on discovering economically recoverable mineral reserves and obtaining the necessary funding to advance these properties.
| 2. | Basis of Presentation and Use of Estimates |
These unaudited condensed interim financial statements (“Financial Statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the applicable rules and regulations of the U.S. Securities and Exchange Commission for interim financial information and are presented in United States dollars, unless otherwise indicated. The results reported in these Financial Statements are not necessarily indicative of the results that may be reported for the entire year. Accordingly, these Financial Statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2025, which can be found in the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 24, 2026.
In the opinion of the Company’s management, the accompanying unaudited interim consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the consolidated balance sheet as of June 30, 2026, the consolidated statements of operations, changes in stockholders’ equity, and cash flows for the three and six month periods ended June 30, 2026 and 2025.
As of June 30, 2026, the Company had cash and cash equivalents of $55,825,576. Based on the current liquidity position and planned expenditures, management believes the Company has sufficient resources to meet its obligations as they become due within twelve months from the issuance date of these Financial Statements, which have been prepared on a going concern basis.
The Financial Statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated on consolidation.
6
These Financial Statements include the accounts of the Company and following wholly owned subsidiaries:
| Entity name | Incorporated | With Effect From |
| SBM Montana LLC (formerly known as Butte Blackjack Operating, LLC) | Delaware, USA | August 29, 2023 |
|
Ferry Lane Limited |
British Virgin Islands | March 21, 2024 |
| Ferry Lane Management LLC | Wyoming, USA | May 24, 2024 |
| SBM Properties LLC | Montana, USA | February 13, 2025 |
The Company consolidates entities over which it has a controlling financial interest, generally through ownership of a majority of the voting interests, in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation.
In preparing these Financial Statements, management has made estimates and assumptions that affect the applicability of the Company’s accounting policies. Significant estimates and critical judgments were the same as those applied to the audited consolidated financial statements at and for the years ended December 31, 2025 and 2024.
Certain prior year amounts have been reclassified for consistency with the current period presentation.
| 3. | Significant Accounting Policies and Recently Issued Accounting Standards |
The significant accounting policies applied in the preparation of these Financial Statements are consistent with the accounting policies disclosed in Note 2 of the Company’s audited consolidated Financial Statements for the years ended December 31, 2025 and 2024 included within the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 24, 2026.
Recently issued accounting standards are consistent with the disclosures in Note 2 of the audited consolidated Financial Statements for the years ended December 31, 2025 and 2024 included within Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 24, 2026.
| 4. | Financial Instruments |
Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. The Company measures certain financial instruments at fair value on a recurring basis, defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The Company categorizes its fair value measurements using a three-level hierarchy:
| ● | Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities |
| ● | Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly |
| ● | Level 3: Unobservable inputs for the asset or liability, based on the Company’s own assumptions. |
The classification of a financial instrument within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
Financial liabilities are measured at amortized costs unless they are elected to be or required to be measured at fair value through profit and loss.
7
The Company’s cash and cash equivalents are carried on the balance sheet at cost due to their short-term nature. Restricted cash is carried on the balance sheet at cost with any subsequent interest income recognized in other income on the consolidated statements of operations.
| 5. | Property & Equipment, (net) |
Property and equipment consist of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Computers, fixtures and office equipment | $ | 465,354 | $ | 158,591 | ||||
| Vehicles | 323,513 | 174,274 | ||||||
| Software | 219,854 | 75,728 | ||||||
| Land improvements | 147,106 | |||||||
| Leasehold improvements | 23,239 | |||||||
| Total Property and equipment | $ | 1,179,066 | $ | 408,593 | ||||
| Less: Accumulated depreciation | (199,420 | ) | (155,124 | ) | ||||
| Total Property and equipment (net) | $ | 979,646 | $ | 253,469 | ||||
Depreciation expense was $30,122 and $5,996 for the three months ended June 30, 2026 and 2025, respectively. Depreciation expense was $44,296 and $11,992 for the six months ended June 30, 2026 and 2025, respectively and is included in the depreciation expense in the consolidated statements of operations.
| 6. | Mineral Rights and Properties |
As of December 31, 2025, the Company held patented mineral and surface rights in Montana, USA. These mineral and surface rights were acquired through asset acquisitions during 2023, 2024, 2025 and 2026. The Company is required to make annual property tax payments of approximately $13,000 to maintain these properties.
Great Republic
On January 23, 2026 the Company acquired approximately 805 acres of surface lands and approximately 846 acres of mineral rights on property contiguous with the Goldsmith Block, referred to as the “Great Republic” block. The purchase was structured with an initial $570,425 down payment upon execution, including costs, followed by three annual $500,000 installments plus 3% annual accrued interest in January 2027, 2028 and 2029, concluding with a final balloon payment of $2,500,000 plus any remaining accrued interest by January 23, 2030.
Goldsmith Block
In February 2025, the Company closed a purchase from a third party for certain patented mining claims known as the Goldsmith Block, for a purchase price of $1,006,851.
Ferry Lane
In September 2023, the Company entered into a Definitive Agreement, amended November 15, 2023 and January 15, 2024, for the acquisition of all of the outstanding shares of Ferry Lane (“FL”), a British Virgin Islands corporation. Subsequent to the FL acquisition, several disagreements and legal actions arose in relation to the acquisition. To settle these claims, the Company entered into an Asset Purchase and Release Agreement with Lane F Holdings LLC (“Lane F”) on September 19, 2024 for consideration of $3,065,000. As a result, all pending litigation and arbitration actions were dismissed.
On April 30, 2025, the stated value of the Lane F promissory note was $3,065,000, which Lane F elected to receive $750,000 in cash and $50,000 as a reimbursement of costs (“cash component”), with the remaining balance in shares to be issued valued at $ per share. Of the cash component, $250,000 was paid on April 30, 2025 and $50,000 was paid on April 25, 2025. Total common shares of , valued at $, were issued on July 1, 2025 while final payment of the cash component of the $500,000, including accrued interest of $12,491, was made on July 14, 2025.
8
As of June 30, 2026 and December 31, 2025, the activity of these mineral rights and properties was as follows:
| Amount | ||||
| Balance, December 31, 2024 | $ | 37,254,528 | ||
| Additions during 2025 | 1,006,851 | |||
| Balance, December 31, 2025 | $ | 38,261,379 | ||
| Additions during the period | 4,570,425 | |||
| Balance, June 30, 2026 | $ | 42,831,804 | ||
| 7. | Environmental Remediation Reserve and Reclamation Deposit |
The Company’s environmental remediation reserve consists of estimated environmental remediation obligations, which include decommissioning and removal of plant and equipment and site remediation costs. This obligation is a result of an application for an exploration license by SBM Montana LLC, granted in October 2021. The Company estimated this reserve at inception and updates it periodically for changes in estimated incurred remediation costs.
As required by the Montana Department of Environmental Quality, the Company was required to provide a bond for reclamation related to the exploration license. The Company paid $225,788 in 2023 and an additional $1,312,823 on May 26, 2026 for a total of $1,538,611, which is held on deposit by the Montana Department of Environmental Quality and is classified as restricted cash as part of non-current assets on the Consolidated Balance Sheets. The remediation reserve and reclamation bond balances are as follows:
| At June 30, 2026 and December 31, 2025 | 2026 | 2025 | ||||||
| ($) | ($) | |||||||
| Environmental remediation reserve | 222,693 | 222,693 | ||||||
| Restricted cash - reclamation deposit | 1,538,611 | 225,788 | ||||||
| 8. | Commitments and Contingencies |
Other than routine litigation incidental to our business, or as described below, the Company is not currently a party to any material pending legal proceedings that management believes would be likely to have a material adverse effect on our financial position, results of operations, or cash flows.
To acquire certain mineral property interests (see Note 6), the Company must make annual property tax payments of approximately $13,000 to maintain the properties.
As part of the Ferry Lane acquisition in 2023, the Company granted the seller a 2% Net Smelter Returns royalty (the “NSR Royalty”) on certain mineral properties, specifically the Rainbow Block. The NSR Royalty can be bought out in its entirety until September 19, 2034 for a fixed price of $7,500,000. Thereafter, the price is adjusted to inflation based on the percentage change in the Consumer Price Index for All Urban Consumers for the West Region, as published by the U.S. Bureau of Labor Statistics. The buy-out right has no expiration date.
| 9. | Stockholders’ Equity |
The authorized common stock of the Company consists of an unlimited number of common shares without par value. The Company’s common stock has no par value. All proceeds received for the issuance of common stock are attributed to common stock on the Company’s consolidated balance sheets.
9
2025 Financings – common shares and warrants
On January 6, 2025, the Company closed a financing, raising $ by issuing common shares and common share purchase warrants with an exercise price of $ with an expiry date of January 6, 2027.
On January 14, 2025, the Company closed a financing by issuing common shares.
On January 22, 2025, the Company closed a financing, raising $ by issuing common shares and common share purchase warrants with an exercise price of $ with an expiry date of January 22, 2027.
On February 10, 2025, the Company closed a financing, raising $ by issuing common shares and common share purchase warrants with an exercise price of $ with an expiry date of February 10, 2027.
On February 20, 2025, the Company closed a financing, raising $ by issuing common shares and common share purchase warrants with an exercise price of $ with an expiry date of February 20, 2027.
On March 10, 2025, the Company closed a financing, raising $ net of issue costs by issuing common shares and common share purchase warrants with an exercise price of $ with an expiry date of March 10, 2027.
2025 Restricted Stock Units (“RSUs”)
On February 1, 2025, the Company granted RSUs to the Chief Executive Officer. These RSUs vested immediately. These RSUs were subsequently distributed on April 1, 2025.
2025 Warrant exercises
On February 14, 2025, the Company issued common shares pursuant to warrant exercises, raising $3,544,177 at a price of $ per share.
2026 Financings – initial public offering (“IPO”)
On April 30, 2026 the Company completed an IPO of shares of common stock at a price of $ per share. The Company received net proceeds of $55,084,383 after deducting underwriting discounts, commissions, and offering expenses.
These proceeds are intended to be used to continue exploration of our mineral deposits, as well as for working capital and general corporate purposes. The common shares sold in the IPO were registered under the Securities Act of 1933, as amended, pursuant to registration statements on Form S-1 (Nos. 333-292928 and 333-295418). The Company’s common shares began trading on the NYSE American LLC on April 30, 2026.
2026 Warrant exercises
On January 28, 2026, the Company issued common shares pursuant to warrants exercises, raising $20,000 at a price of $ per share.
On February 20, 2026, the Company issued common shares pursuant to warrants exercises, raising $40,000 at a price of $ per share.
On March 18, 2026, the Company issued common shares pursuant to warrants exercises, raising $140,000 at a price of $ per share.
On March 23, 2026, the Company issued common shares pursuant to warrants exercises, raising $540,000 at a price of $ per share.
10
On March 24, 2026, the Company issued common shares pursuant to warrants exercises, raising $100,000 at a price of $ per share.
On April 26, 2026, the Company issued common shares pursuant to warrant exercises, raising $60,000 at a price of $ per share.
| 10. | Stock-based Compensation |
The Company adopted a Long-Term Incentive Plan (the “LTIP”) under which it is authorized to grant stock options and RSUs to officers, directors, employees, and consultants, enabling them to acquire common shares of the Company. The purpose of the LTIP is to attract, retain and motivate performance. The LTIP is administered by the Board of Directors which determines the terms pursuant to which any awards are granted. The number of shares reserved for issuance under the LTIP cannot exceed 10% of the outstanding common shares at the time of the grant. The options granted have a maximum term of five years and vest as determined by the Board of Directors.
The Company also issues warrants related to external financing and officer performance.
Total compensation expense recognized for stock-based compensation for the three and six months ended June 30, 2026 and 2025 was as follows:
| Three months ended | Six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| Financial Statement Line Item | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Management and advisory fees | $ | 111,021 | $ | 151,586 | $ | 674,336 | $ | 5,005,505 | ||||||||
| Salaries and wages | 15,248 | 43,223 | 75,900 | |||||||||||||
| Professional fees | 1,407 | 1,407 | ||||||||||||||
| Total stock-based compensation | $ | 127,676 | $ | 151,586 | $ | 718,966 | $ | 5,081,405 | ||||||||
| Three months ended | Six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| Compensation Type | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Stock Options | $ | 117,203 | $ | 151,586 | $ | 172,293 | $ | 2,130,404 | ||||||||
| RSUs | 10,473 | 10,473 | 270,000 | |||||||||||||
| Warrants | 536,200 | 2,681,001 | ||||||||||||||
| Total stock-based compensation | $ | 127,676 | $ | 151,586 | $ | 718,966 | $ | 5,081,405 | ||||||||
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Stock Options
A summary of stock option activity within the Company’s LTIP plan for the six months ended June 30, 2026 and 2025 is as follows:
Number of Stock Options Outstanding | Weighted Average Exercise Price ($) | Weighted Average Contractual Life (Years) | ||||||||||
| Balance, December 31, 2024 | 665,000 | 2.80 | 3.90 | |||||||||
| Granted | 860,000 | 3.10 | 5.00 | |||||||||
| Balance, June 30, 2025 | 1,525,000 | 3.01 | 4.12 | |||||||||
| Balance, December 31, 2025 | 1,607,500 | 3.11 | 3.68 | |||||||||
| Granted | 341,000 | 11.50 | 5.00 | |||||||||
| Expired/ Forfeited | (10,000 | ) | 5.00 | 5.00 | ||||||||
| Balance, June 30, 2026 | 1,938,500 | 4.58 | 3.48 | |||||||||
| Exercisable, June 30, 2026 | 1,545,834 | 3.06 | 3.15 | |||||||||
On February 1, 2025, the Company issued stock options to the Chief Financial Officer. The incentive stock options vest one-third immediately, and one-third at each February 1, 2026 and 2027, have a 5-year term, and an exercise price of $. The underlying weighted average assumptions used in the estimation of fair value in the Black-Scholes valuation model are as follows: risk free rate of ; expected life of years; expected volatility ; and estimated share price $.
On March 3, 2025, the Company granted options to directors, officers, and employees. The incentive stock options vested immediately, have a 5-year term, and an exercise price of $. The underlying weighted average assumptions used in the estimation of fair value in the Black-Scholes valuation model are as follows: risk free rate of ; expected life of years; expected volatility ; and estimated share price $.
On April 14, 2025, the Company granted options to our vice president of exploration. The incentives stock options vested immediately, have a 5-year term, and an exercise price of $. The underlying weighted average assumptions used in the estimation of fair value in the Black-Scholes valuation model are as follows: risk free rate of ; expected life of years; expected volatility ; and estimated share price $.
On May 19, 2026, the Company granted options to officers and employees. The incentive stock options vested one-third on the first anniversary of the grant, and one-third on each subsequent anniversary, have a 5-year term, and an exercise price of $. The underlying weighted average assumptions used in the estimation of fair value in the Black-Scholes valuation model are as follows: risk free rate of; expected life of years; expected volatility ; and estimated share price $.
On June 26, 2026, the Company granted options to certain consultants. The stock options vested one-third on the first anniversary of the grant, and one-third on each subsequent anniversary, have a 5-year term, and an exercise price of $. The underlying weighted average assumptions used in the estimation of fair value in the Black-Scholes valuation model are as follows: risk free rate of ; expected life of years; expected volatility ; and estimated share price $.
For the unvested stock options as of June 30, 2026, the unrecognized stock-based compensation is $.
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Restricted Stock Units
The Company provides equity compensation in the form of RSUs to certain eligible employees and directors. For the following RSUs issued for the six months ended June 30, 2026 and 2025, the deemed fair values were between $ and $.
On February 1, 2025, the Company granted RSUs to our chief executive officer that vested immediately. These RSUs were subsequently distributed on April 1, 2025.
The Company issued RSUs on March 31, 2025 and RSUs on June 30, 2025 to our directors. These RSUs vest only if there has been a change of control, the sale of a majority of the Company’s assets, or if a director leaves the Board of Directors. As such, no stock-based compensation has been recognized in 2025 for these RSUs.
The Company issued RSUs on March 31, 2026 to our directors. Similar to the 2025 director RSUs, these RSUs vest only if there has been a change of control, the sale of a majority of the Company’s assets, or if a director leaves the Board of Directors. As such, no stock-based compensation has been recognized in 2026 for these RSUs.
On May 19, 2026 the Company granted RSUs to the Chief Operating Officer, of which vest in six months subsequent to our IPO, and of which upon successful completion of the rehabilitation of the Chief Joseph portal on our Rainbow Block Property.
For the outstanding RSUs as of June 30, 2026, the unrecognized stock-based compensation is $.
Warrants
A summary of the Company’s warrant activity related to financing events for the six months ended June 30, 2026 and 2025 are as follows:
| Number | Weighted Average exercise price | ||||||||
| Balance, December 31, 2024 | 7,949,531 | $ | 4.70 | ||||||
| Issued | 215,872 | 6.00 | |||||||
| Exercised | (1,012,622 | ) | 3.50 | ||||||
| Expired | (44,443 | ) | 3.50 | ||||||
| Balance, June 30, 2025 | 7,108,338 | $ | 4.90 | ||||||
Balance, December 31, 2025 | 397,049 | $ | 4.87 | ||||||
| Exercised | (185,000 | ) | 4.80 | ||||||
| Expired | (78,321 | ) | 4.66 | ||||||
| Balance, June 30, 2026 | 133,728 | $ | 4.36 | ||||||
For the six months ended June 30, 2025, common share purchase warrants of were issued as part of financing transactions. See Note 9 for further details.
In addition to the above warrants, on January 27, 2025, the Company issued Performance Warrants to our chief executive officer pursuant to his executive employment agreement. The vesting of these warrants is subject to several performance milestones, including the completion of the Lane F acquisition, purchase of the Goldsmith Block (see Note 6) and completion of a public offering. As of June 30, 2026, of the warrants have vested. The warrants are exercisable at $ per share; fair value of $; expire January 27, 2035. For these warrants, the Company used a risk-free rate of ; expected life of years; and expected volatility of . No stock-based compensation was recognized during the three months ended June 30, 2026 related to these performance warrants. The unrecognized impact of these unvested warrants was $536,200.
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| 11. | Operating Leases |
Hudson Bay Lease
On May 20, 2025, the Company received notice of the termination of its lease at 401 Bay Street, pursuant to the liquidation proceedings of its landlord, Hudson’s Bay Company ULC, in the Ontario Superior Court of Justice. The Company has vacated the premises and has no further obligations under its commercial lease. Pursuant to the cancellation of the head lease the Company’s sub leases were also cancelled.
Operating lease expense for the three months ended June 30, 2026 and 2025 was $ and $44,518, respectively. Operating lease expense for the six months ended June 30, 2026 and 2025 was $ and $113,601, respectively. Total sub-lease income for three months ended June 30, 2026 and 2025 was $ and $10,032, respectively. Total sub-lease income for the six months ended June 30, 2026 and 2025 was $ and $51,951, respectively.
Hennessey Building Lease
On May 1, 2026 the Company entered into a new operating lease for office space in Butte, Montana through May 31, 2029. This lease has fixed base and common area maintenance (“CAM”) fees and does not contain any variable components.
Pursuant to the terms of the lease agreement, the lessor will provide free rent for May through September 2026. Beginning in October 2026 the Company will pay monthly base rent and fixed CAM fees of $3,305 through May 31, 2029. The Company applied a discount rate of 8% to this lease. The initial amount recorded for the right of use asset and lease liability was $95,992. The right of use asset and right of use liability balances at June 30, 2026 were $91,333 and $97,276, respectively. Total lease expense for the three and six months ended June 30, 2026, including CAM fee expenses, was $5,943 and $5,943.
In addition, the Company as lessee is required to maintain general commercial liability insurance on the property in the amount of $1,000,000 per occurrence and $2,000,000 in the aggregate.
The following table is a maturity analysis of the future minimum lease payments for operating leases as of June 30, 2026:
| Twelve months ending June 30, | Total | |||
| 2027 | $ | 29,957 | ||
| 2028 | 41,154 | |||
| 2029 | 38,845 | |||
| Total operating lease payments | 109,956 | |||
| Less: discount on lease liability | (12,680 | ) | ||
| Total operating lease liability | 97,276 | |||
| Less: current portion of operating lease liability | (22,895 | ) | ||
| Non-current portion of operating lease liability | $ | 74,381 | ||
| 12. | Net Loss per Share |
Basic earnings or loss per share is computed by dividing the net loss available to common stockholders by the weighted average number of shares outstanding during the reporting period. Diluted loss per share is computed similar to basic loss per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options, warrants and restricted stock units, if dilutive. Dilutive securities are excluded from the calculation if their effect would be antidilutive based on the treasury stock method or due to a net loss from operations. The Company’s potential dilutive shares include outstanding stock purchase options, warrants and RSUs.
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| 13. | Segment Information |
The Company is engaged in the exploration of its mineral properties and has determined that it operates in one operating and reportable segment. Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”). This determination is based on the manner in which the CODM, identified as the Chief Executive Officer, makes operating decisions, allocates resources and assesses financial performance.
All activities are related to the exploration of mineral properties, and the Company has not commenced commercial operations or generated revenues to date. Internal reporting and decision-making are performed, and all financial results are reviewed on a consolidated basis by the CODM, without differentiation by individual exploration property. The single segment constitutes the entire consolidated entity, and the accompanying Financial Statements and the notes to the accompanying Financial Statements are representative of such amounts.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
This discussion should be read in conjunction with the condensed interim consolidated financial statements and accompanying notes for the periods ended June 30, 2026 and 2025, with related notes thereto which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections entitled “Forward-Looking Statements” and “Risk Factors.” We are not undertaking any obligation to update any forward-looking statements or other statements we may make in the following discussion or elsewhere in this document even though these statements may be affected by events or circumstances occurring after the forward-looking statements or other statements were made. Therefore, no reader of this document should rely on these statements being current as of any time other than the time at which this document is declared effective by the SEC. As used in the discussion below, the “Company”, “Silver Bow”, “we”, “us” and “ours” refers to Silver Bow Mining Corp.
All dollar amounts are in U.S. dollars, except per share amounts, commodity prices, and currency exchange rates unless specified otherwise.
Our Business
We were incorporated under the name Blackjack Silver Corp. pursuant to the Ontario Business Corporations Act on August 31, 2020. The Company changed its name to Silver Bow Mining Corp. pursuant to a certificate of amendment effective February 18, 2025. On May 27, 2025, we continued as a British Columbia corporation under the provisions of the British Columbia Business Corporations Act (“BCBCA”). The Company’s registered office is located at 1200-750 West Pender St, Vancouver, British Columbia, V6C 2T8, and its corporate headquarters is located at 1401 Idaho Street, Butte, Montana 59701.
We are focused on the exploration of mineral property interests including silver, zinc, gold, lead, and copper targets in the state of Montana, United States. Our land holdings are located in Silver Bow County, Montana. Our mineral properties include the Rainbow Block, the Marget Ann Block, the Goldsmith Block, the Travona Block, and the Emma Block. Collectively, we refer to these properties as the “Butte Project”.
As of June 30, 2026, we were an exploration stage issuer and have not commenced commercial production or established any Mineral Reserves under Subpart 1300 of Regulation S-K.
Selected Statement of Financial Position Information
| June 30, 2026 | December 31, 2025 | |
| Financial Position | $ | $ |
| Cash and cash equivalents | 55,825,576 | 10,554,948 |
| Working Capital Surplus | 55,006,873 | 9,470,294 |
| Mineral Properties | 42,831,804 | 38,261,379 |
| Total Assets | 102,567,853 | 49,723,155 |
| Total Liabilities | 5,916,660 | 1,734,918 |
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Results of Operations
Three months ended June 30, 2026 compared to Three months ended June 30, 2025
The following table summarizes the Company’s financial results for the three months ended June 30, 2026 and 2025:
| Three months ended June 30, | Change | |||||||||||||||
| 2026 | 2025 | Amount | Percentage | |||||||||||||
| $ | $ | $ | ||||||||||||||
| Exploration costs | 2,509,027 | 98,521 | 2,410,506 | 2,447 | % | |||||||||||
| Depreciation expenses | 30,122 | 5,996 | 24,126 | 402 | % | |||||||||||
| Salaries and wages | 1,212,654 | 355,292 | 857,362 | 241 | % | |||||||||||
| General and administration | 663,601 | 130,685 | 532,916 | 408 | % | |||||||||||
| Management and advisory | 160,460 | 165,344 | (4,884 | ) | (3 | %) | ||||||||||
| Professional fees | 750,378 | 541,104 | 209,274 | 39 | % | |||||||||||
| Operating lease expense | 5,943 | 44,518 | (38,575 | ) | (87 | %) | ||||||||||
| Net loss from operations | 5,332,185 | 1,341,460 | 3,990,725 | 298 | % | |||||||||||
| Total other (income) expenses | (328,423 | ) | 60,148 | (388,571 | ) | (646 | %) | |||||||||
| Net loss | 5,003,762 | 1,401,608 | 3,602,154 | 257 | % | |||||||||||
The following is an analysis of our operations for the three months ended June 30, 2026 and 2025. Significant items contributing to the loss incurred were as follows:
| ● | Exploration costs increased $2,410,506 due to increased surface drilling and underground development activity in the Rainbow Block Property in 2026. The Company expects a significant increase in Rainbow Block Property exploration activity during the remainder of 2026 compared to 2025. |
| ● | Salaries and wages and General and administration costs increased $857,362 and $532,916, respectively, due to the expansion of the Company’s organizational structure in preparation for the increase in operations and the initial public offering (“IPO”) in April 2026. |
| ● | Professional fees increased $209,273 due to higher audit, legal and consulting expenses associated with our public listing in April 2026. |
| ● | Other income increased $388,572 due primarily to receiving interest income of $333,930 earned from the proceeds received from our IPO on April 30, 2026. There was no interest income received in the three months ended June 30, 2025. |
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Six months ended June 30, 2026 compared to Six months ended June 30, 2025
The following table summarizes the Company’s financial results for the six months ended June 30, 2026 and 2025:
| Six months ended June 30, | Change | |||||||||||||||
| 2026 | 2025 | Amount | Percentage | |||||||||||||
| $ | $ | $ | ||||||||||||||
| Exploration costs | 2,918,083 | 302,391 | 2,615,692 | 865 | % | |||||||||||
| Depreciation expenses | 44,296 | 11,992 | 32,304 | 269 | % | |||||||||||
| Salaries and wages | 1,831,855 | 671,466 | 1,160,389 | 173 | % | |||||||||||
| General and administration | 1,057,062 | 200,272 | 856,790 | 428 | % | |||||||||||
| Management and advisory | 782,478 | 5,085,987 | (4,303,509 | ) | (85 | %) | ||||||||||
| Professional fees | 1,766,254 | 632,507 | 1,133,747 | 179 | % | |||||||||||
| Operating lease expense | 5,943 | 113,601 | (107,658 | ) | (95 | %) | ||||||||||
| Net loss from operations | 8,405,971 | 7,018,216 | 1,387,755 | 20 | % | |||||||||||
| Total other (income) expenses | (365,578 | ) | 15,727 | (381,305 | ) | (2,425 | %) | |||||||||
| Net loss | 8,040,393 | 7,033,943 | 1,006,450 | 14 | % | |||||||||||
The following is an analysis of our operations for the six months ended June 30, 2026 and 2025. Significant items contributing to the loss incurred were as follows:
| ● | Exploration costs increased $2,615,692 due to increased surface drilling and underground development activity in the Rainbow Block Property in 2026. The Company expects a significant increase in Rainbow Block Property exploration activity during the remainder of 2026 compared to 2025. |
| ● | Salaries and wages and General and administration costs increased $1,160,389 and $856,790, respectively, due to the expansion of the Company’s organizational structure in preparation for the increase in operations and the public listing in April 2026. |
| ● | Management and advisory costs decreased $4,303,509 due to a decrease in stock-based compensation costs of $4,331,168. Excluding this, Management and advisory costs were similar year-over-year. |
| ● | Professional fees increased $1,133,746 due to higher audit, legal and consulting expenses associated with our public listing in April 2026. |
| ● | Other income increased $381,305 due primarily to receiving interest income of $398,601 earned from the proceeds received from our IPO on April 30, 2026. There was no interest income received in the six months ended June 30, 2025. |
Management Outlook and Trends
Throughout the remainder of 2026, we are expecting to see continued increases in exploration and overhead as the Company pursues its exploration goals and continues building its management structure.
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Financial Position, Liquidity and Capital Resources
A summary and discussion of our cash inflows and outflows for the six months ended June 30, 2026 and 2025 are as follows:
| Six months ended June 30 | Increase/(Decrease) | |||||||||||
| 2026 | 2025 | Amount | ||||||||||
| $ | $ | $ | ||||||||||
| Cash Flows by (Used In): | ||||||||||||
| Operating activities | (8,060,034 | ) | (2,385,830 | ) | (5,674,204 | ) | ||||||
| Investing activities | (1,340,898 | ) | (1,306,851 | ) | (34,047 | ) | ||||||
| Financing activities | 55,984,383 | 5,456,255 | 50,528,128 | |||||||||
| Net Increase in Cash | 46,583,451 | 1,763,574 | 44,819,877 | |||||||||
Cash used in operating activities increased in the six months ended June 30, 2026 compared to the corresponding period in 2025 due to the increase in exploration activities, the expansion of the Company’s management structure and increased professional fees as we increased operational activities and prepared for the 2026 public listing.
The increase in cash provided by financing activities was due to the funds raised in connection with the IPO on April 30, 2026. During the first six months of 2025, the following financing transactions occurred:
| ● | From January through March 2025, we completed private placements, raising $1,912,078 from the issuance of common shares and purchase warrants with an exercise price of $6.00 for two years from each closing. |
| ● | In February 2025, we issued 1,012,622 common shares pursuant to warrant exercises at a price of $3.50 per share, raising $3,544,177. |
Cash used in investing activities was similar to prior year as follows:
| ● | In the first six months ended June 30, 2026, we incurred investments associated with the Great Republic Property ($570,425) and purchases of property, plant and equipment ($770,473). |
| ● | In the first six months ended June 30, 2025, we incurred investments associated with the Goldsmith mineral properties ($1,006,851) and completing the Ferry Lane acquisition ($300,000). |
Cash Resources and Liquidity
We have no revenue generating operations from which we can internally generate funds. To date, our ongoing operations have been financed by the sale of our equity securities by way of private placements. As of June 30, 2026, the Company had Cash and cash equivalents of $55,825,576 and working capital of $55,006,873. On April 30, 2026 the Company successfully completed its IPO whereby the Company issued 5.2 million shares of common stock and raised net proceeds of approximately $55.1 million. These proceeds are intended to be used to continue exploration of our mineral properties, as well as for working capital and general corporate purposes. The shares sold in the IPO were registered under the Securities Act of 1933 and commenced trading on the NYSE American Stock Exchange.
During the twelve months following June 30, 2026, the Company anticipates cash expenditures of approximately $40 million for exploration activities and working capital purposes.
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Based on its liquidity position as of June 30, 2026, the net proceeds from the IPO and planned expenditures for the next 12 months, management believes the Company has sufficient resources to meet its obligations as they become due within 12 months from the issuance date of these consolidated financial statements, which have been prepared on a going-concern basis. While we have been successful in the past in obtaining the necessary capital to support our operations, including registered equity financing, there is no assurance we will be able to obtain additional equity capital or other financing, if needed.
Critical Accounting Policies and Estimates
This MD&A of the Company’s financial condition and results of operations is based on our condensed interim consolidated financial statements, which have been prepared in accordance with U.S. GAAP. Preparation of financial statements requires management to make assumptions, estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and the related disclosures of contingencies. Management bases its estimates on various assumptions and historical experience, which are believed to be reasonable; however, due to the inherent nature of estimates, actual results may differ significantly due to changed conditions or assumptions. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that the Company’s condensed interim consolidated financial statements are fairly presented in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from the Company’s assumptions and estimates, and such differences could be material. Management believes that the following critical accounting estimates and judgments have a significant impact on the Company’s condensed interim consolidated financial statements; valuation of options and warrants granted to directors and officers using Black-Scholes models.
The Company’s accounting policies are described in greater detail in Note 2 to the Company’s audited annual consolidated financial statements for the year ended December 31, 2025, which can be found in the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 24, 2026. There have been no material changes to the Company’s critical accounting policies and estimates as compared to the Company’s critical accounting policies and estimates described in the Registration Statement.
Note Regarding Forward-Looking Statements
This quarterly report on Form 10-Q contains forward-looking statements. We may, in some cases, use words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “will”, “would”, and similar expressions that convey uncertainty of future events or outcomes to identify these forward-looking statements. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. Forward-looking statements in this quarterly report include, but are not limited to, statements about:
| ● | our strategies and objectives, both generally and in respect of our specific mineral properties; |
| ● | the timing of decisions regarding the strategy and costs of exploration programs with respect to, and the issuance of the necessary permits and authorizations required for, our exploration programs; |
| ● | the timing and cost of our planned exploration programs, and the timing of the receipt of results therefrom; |
| ● | our future cash requirements; |
| ● | general business and economic conditions; |
| ● | our ability to meet our financial obligations as they come due, including payments required to maintain our mineral property interests; |
| ● | the timing and pricing of proposed financings, if applicable; |
| ● | the anticipated use of the proceeds from any financings completed us; |
| ● | the potential for the expansion of the known mineralized zones; and |
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| ● | the potential for the amenability of mineralization to respond to proven technologies and methods for recovery of ore. |
Although we believe that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Inherent in forward-looking statements are risks and uncertainties beyond our ability to predict or control, including, but not limited to, risks related to our inability to negotiate successfully for the acquisition of interests in exploration and evaluation assets, the determination of applicable governmental agencies not to issue the exploration concessions applied for by us or excessive delay by the applicable governmental agencies in connection with any such issuances, our inability to identify one or more economic deposits on our properties, variations in the nature, quality and quantity of any mineral deposits that may be located, our inability to obtain any necessary permits, consents or authorizations required for our activities, to produce minerals from our properties successfully or profitably, to continue our projected growth, to raise the necessary capital, to complete certain financing transactions, or to be fully able to implement our business strategies.
We caution investors that any forward-looking statements by us are not guarantees of future performance, and that actual results are likely to differ, and may differ materially, from those expressed or implied by forward-looking statements contained in this quarterly report. Such statements are based on a number of assumptions which may prove incorrect, including, but not limited to, assumptions about:
| ● | the level and volatility of the prices for precious and base metals, including silver, zinc, gold, lead and copper; |
| ● | general business and economic conditions; | |
| ● | the timing of the receipt of regulatory and governmental approvals, permits and authorizations necessary to implement and carry on our planned exploration programs; |
| ● | conditions in the financial markets generally, and with respect to the prospects for junior exploration silver, copper and precious and base metal companies specifically; |
| ● | our ability to secure the necessary consulting, drilling and related services and supplies on favorable terms; |
| ● | our ability to attract and retain key staff, and to retain consultants to provide the specialized information and skills involved in understanding the precious and base metal exploration, mining, processing and marketing businesses; |
| ● | the nature and location of our mineral exploration projects, and the timing of the ability to commence and complete the planned exploration programs; |
| ● | the anticipated terms of the consents, permits and authorizations necessary to carry out the planned exploration programs and our ability to comply with such terms on a cost-effective basis; |
| ● | our ongoing relations with government agencies and regulators and our underlying property vendors/optionees; and |
| ● | that the metallurgy and recovery characteristics of samples from certain of our mineral properties are reflective of the deposit as a whole. |
These forward-looking statements are made as of the date hereof and we do not intend and do not assume any obligation, to update these forward-looking statements, except as required by applicable law. For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements.
This list is not exhaustive of the factors that might affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the “Risk Factors” section of our registration statement on Form S-1/A (No. 333-292928) as filed with the SEC on April 24, 2026 and this quarterly report on Form 10-Q. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that could cause results not to be as anticipated, estimated or intended. Should one or more of these risks or uncertainties
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materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Except as required by law, we disclaim any obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. We qualify all of the forward-looking statements contained or incorporated by reference in this quarterly report on Form 10-Q by the foregoing cautionary statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures.
At the end of the period covered by this quarterly report on Form 10-Q for the period ended June 30, 2026, an evaluation was carried out under the supervision of and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by this quarterly report, our disclosure controls and procedures were effective in ensuring that: (i) information required to be disclosed by us in reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.
Remediation of Previously Reported Material Weakness
As previously reported in the Company’s Prospectus, we identified material weaknesses in internal controls over financial reporting during the 2025 audit. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified related to the vesting methodology for stock-based compensation expense and the accounting for stock-based compensation and equity instrument modifications. Once discovered, adjustments were recognized for both items to ensure proper accounting treatment.
To remediate the material weaknesses, the Company made several changes to its internal control framework that improved its internal control over financial reporting. During the period ended June 30, 2026, the Company implemented a monthly accounting closing policy to formalize closing roles and responsibilities as well as reporting timelines. In addition, the Company made specific revisions to existing accounting policies to quickly identify and account for certain types of complex accounting transactions. While we believe these efforts will improve our internal controls over financial reporting, the implementation of our remediation is ongoing and will require validation and testing of the design and operational effectiveness of internal controls over a sustained period of financial reporting cycles.
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Changes in Internal Control over Financial Reporting
There have been changes in our internal control over financial reporting during the period ended June 30, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. The changes in our internal control over financial reporting to address remediation of a previously disclosed material weakness as described above under the section heading “- Remediation of Previously Reported Material Weakness.”
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, we are involved in various legal proceedings arising from the normal course of business activities. We are not currently a party to any material legal proceedings. However, from time to time, we may become involved in other litigation or legal proceedings relating to claims arising from the ordinary course of business.
ITEM 1A. RISK FACTORS.
There have been no material changes from the risk factors set forth under the heading “Risk Factors” in our Registration Statement on Form S-1/A, as filed with the SEC on April 24, 2026, which risk factors are incorporated herein by reference. The risks described in our Registration Statement on Form S-1/A and as otherwise herein are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, cash flows, and/or future results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Unregistered Sales of Equity Securities
During the period ended June 30, 2026, we had the following unregistered sales of equity securities not previously reported on Form 8-K:
| ● | On April 26, 2026, the Company issued 10,000 common shares pursuant to warrant exercises, raising $60,000 at a price of $6.00 per share. The securities were issued upon payment of the exercise price in cash pursuant to Rule 506 of Regulation D and Section 4(a)(2) of the U.S. Securities Act. |
Repurchases of Equity Securities
During the period ended June 30, 2026, we did not repurchase any of our equity securities.
Use of Proceeds
On May 1, 2026, we closed our first public offering of securities under the Securities Act of 1933, as amended (the “Securities Act”). We are required to report our use of proceeds pursuant to our Registration Statements on Form S-1 (333-292928 and 333-295418). Following the closing of the public offering, we received approximately $55.1 million in net proceeds (or $11.50 per common share sold in the public offering), which funds were wired into our operating bank account.
As of the date hereof, we have used $7m of the net proceeds of the offering for the following purposes: $5m for exploration and $2m for general corporate expenses.
As of the date hereof, we reasonably estimate that we have approximately $48m million in net proceeds remaining in our operating accounts.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURE.
We consider health, safety, and environmental stewardship to be a core value for us.
Pursuant to Section 1503(a) of the United States Dodd-Frank Wall Street Reform and Consumer Protection Act of 2011 (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities under the regulation of the Federal Mine Safety and Health Administration (“MSHA”) under the United States Federal Mine Safety and Health Act of 1977 (the “Mine Act”). During the period ended June 30, 2026, we had no U.S. properties subject to regulation by the MSHA under the Mine Act and consequently no disclosure is required under Section 1503(a) of the Dodd-Frank Act.
ITEM 5. OTHER INFORMATION.
(a) None.
(b) None.
(c) During the quarter ended June 30, 2026, none of our directors or officers adopted, modified, or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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ITEM 6. EXHIBITS.
The following exhibits are filed as part of this report:
* - Filed herewith
| (1) | Submitted electronically herewith. Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Unaudited Condensed Interim Consolidated Balance Sheets for the periods months ended June 30, 2026 and December 31, 2025, (ii) Unaudited Condensed Interim Consolidated Statements of Operations for the three and six months ended June 30, 2026 and June 30, 2025, (iii) Unaudited Condensed Interim Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2026 and 2025, (iv) Unaudited Condensed Interim Consolidated Statements of Cash Flows for the six months end June 30, 2026 and 2025, and (v) Unaudited Condensed Interim Consolidated Notes to the Financial Statements. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SILVER BOW MINING CORP. (Registrant) | ||
| Dated: August 13, 2026 | By: | /s/ C. Travis Naugle |
| C. Travis Naugle | ||
| Chief Executive Officer | ||
| Dated: August 13, 2026 | By: | /s/ Wade Black |
| Wade Black | ||
| Chief Financial Officer | ||
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