U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED |
| 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:
(Exact name of registrant as specified in its charter)
| State or other jurisdiction of incorporation or organization | (I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area
code:
Securities registered pursuant to Section 12(b) of
the Act:
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.
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).
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 ☐ | |
| 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
As of June 13, 2024, there were
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. | 23 |
| ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. | 30 |
| ITEM 4. CONTROLS AND PROCEDURES. | 30 |
| PART II – OTHER INFORMATION | 30 |
| ITEM 1. LEGAL PROCEEDINGS. | 30 |
| ITEM 1A. RISK FACTORS. | 30 |
| ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. | 30 |
| ITEM 3. DEFAULTS UPON SENIOR SECURITIES. | 31 |
| ITEM 4. MINE SAFETY DISCLOSURES. | 31 |
| ITEM 5. OTHER INFORMATION. | 31 |
| ITEM 6. EXHIBITS. | 32 |
| SIGNATURES | 33 |
[The balance of this page has been intentionally left blank.]
| 2 |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS
April 30, 2024 |
October 31, 2023 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents (Note 15) | $ | $ | ||||||
| Other receivables | ||||||||
| Accounts receivable (Note 5) | ||||||||
| Prepaid expenses and deposits | ||||||||
| Due from related party (Note 7) | ||||||||
| Total Current Assets | ||||||||
| Value-added tax receivable, net of allowance for uncollectible taxes of $ | ||||||||
| Office and mining equipment, net (Note 9) | ||||||||
| Property concessions (Note 10) | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities and expenses | ||||||||
| Income tax payable | ||||||||
| Loan payable (Note 11) | — | |||||||
| Total Current Liabilities | ||||||||
| Warrant derivative liability (Note 14) | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES (Note 16) | ||||||||
| STOCKHOLDERS’ EQUITY (Notes 6, 12, 13 and 14) | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Other comprehensive income | ||||||||
| Total Stockholders’ Equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| 3 |
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)
Three Months Ended April 30, | Six Months Ended April 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| REVENUES | $ | $ | $ | — | $ | — | ||||||||||
| EXPLORATION AND PROPERTY HOLDING COSTS | ||||||||||||||||
| Exploration and property holding costs | ||||||||||||||||
| Depreciation (Note 9) | ||||||||||||||||
| Funding Agreement reimbursement (contra expense) (Note 5) | ( | ) | ( | ) | — | |||||||||||
| Concessions impairment (Note 10) | — | — | ||||||||||||||
| TOTAL EXPLORATION AND PROPERTY HOLDING COSTS | ||||||||||||||||
| GENERAL AND ADMINISTRATIVE EXPENSES | ||||||||||||||||
| Personnel | ||||||||||||||||
| Office and administrative | ||||||||||||||||
| Professional services | ||||||||||||||||
| Directors’ fees | ||||||||||||||||
| (Recovery of) provision for uncollectible value-added taxes (Note 8) | ( | ) | ( | ) | ||||||||||||
| Funding Agreement reimbursement (contra expense) (Note 5) | ( | ) | ( | ) | — | |||||||||||
| TOTAL GENERAL AND ADMINISTRATIVE EXPENSES | ||||||||||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER INCOME (EXPENSES) | ||||||||||||||||
| Interest income | ||||||||||||||||
| Foreign currency transaction loss | ( | ) | ( | ) | ||||||||||||
| Miscellaneous income (Notes 9 and 11) | — | |||||||||||||||
| Change in fair value of warrants derivative liability (Note 14) | ( | ) | — | |||||||||||||
| Other costs | — | ( | ) | — | ( | ) | ||||||||||
| TOTAL OTHER INCOME (EXPENSES) | ( | ) | ( | ) | ( | ) | ||||||||||
| LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| INCOME TAX (EXPENSE) RECOVERY | ( | ) | ( | ) | ( | ) | ||||||||||
| NET AND COMPREHENSIVE LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| 4 |
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 | |||||||||||||||||||
| Six months ended April 30, 2024 | ||||||||||||||||||||||||
| Balance, October 31, 2023 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Stock option activity as follows: | ||||||||||||||||||||||||
| - Stock-based compensation for options issued to directors, officers, employees, and advisors (Note 13) | — | |||||||||||||||||||||||
| Net loss for the six-month period ended April 30, 2024 | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance, April 30, 2024 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Common Stock | |||||||||||||||||||||||
| Number of Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | Other Comprehensive Income | Total Stockholders’ Equity | |||||||||||||||||||
| Three months ended April 30, 2024 | ||||||||||||||||||||||||
| Balance, January 31, 2024 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Stock option activity as follows: | ||||||||||||||||||||||||
| - Stock-based compensation for options issued to directors, officers, employees, and advisors (Note 13) | — | |||||||||||||||||||||||
| Net loss for the three-month period ended April 30, 2024 | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance, April 30, 2024 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| 5 |
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 | |||||||||||||||||||
| Six months ended April 30, 2023 | ||||||||||||||||||||||||
| Balance, October 31, 2022 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Issuance of common stock as follows: | ||||||||||||||||||||||||
| - For compensation at $ | ||||||||||||||||||||||||
| Stock option activity as follows: | ||||||||||||||||||||||||
| - Stock-based compensation for options issued to directors, officers, employees, and advisors (Note 13) | — | |||||||||||||||||||||||
| Net loss for the six-month period ended April 30, 2023 | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance, April 30, 2023 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Common Stock | |||||||||||||||||||||||
| Number of Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | Other Comprehensive Income | Total Stockholders’ Equity | |||||||||||||||||||
| Three months ended April 30, 2023 | ||||||||||||||||||||||||
| Balance, January 31, 2023 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Issuance of common stock as follows: - For compensation at $ | ||||||||||||||||||||||||
| Stock option activity as follows: | ||||||||||||||||||||||||
| - Stock-based compensation (recovery) for options issued to directors, officers, employees, and advisors (Note 13) | — | ( | ) | ( | ) | |||||||||||||||||||
| Net loss for the three-month period ended April 30, 2023 | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance, April 30, 2023 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| 6 |
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ended April 30, | ||||||||
| 2024 | 2023 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used by operating activities: | ||||||||
| Depreciation | ||||||||
| (Recovery of) provision for uncollectible value-added taxes | ( | ) | ||||||
| Foreign currency transaction income | ( | ) | ( | ) | ||||
| Stock options issued for compensation (Note 13) | ||||||||
| Miscellaneous income (Note 11) | ( | ) | ||||||
| Change in fair value of warrant derivative liability (Note 14) | ||||||||
| Concessions impairment (Note 10) | ||||||||
| Shares of common stock issued for services (Note 12) | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Value-added tax receivable | ( | ) | ||||||
| Other receivables | ( | ) | ||||||
| Accounts receivables | ( | ) | ||||||
| Prepaid expenses and deposits | ||||||||
| Due from related party (Note 7) | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued liabilities and expenses | ||||||||
| Due to related party | ||||||||
| Income tax payable | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of equipment (Note 9) | ( | ) | ||||||
| Proceeds from sale of equipment (Note 9) | ||||||||
| Net cash provided by investing activities | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITY: | ||||||||
| Loan repayment (Note 11) | ( | ) | — | |||||
| Net cash used by financing activity | ( | ) | ||||||
| Net decrease in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents beginning of period | ||||||||
| Cash and cash equivalents end of period | $ | $ | ||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| 7 |
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
Six Months Ended April 30, | ||||||||
| 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.
| 8 |
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, 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.
| 9 |
Going Concern
Since its inception in November 1993, the Company
has yet to generate revenue and has incurred an accumulated deficit of $
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 six months ended April 30, 2024, are not necessarily indicative of the results that may be expected for the fiscal year ending October 31, 2024, or any future period.
| 10 |
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
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 $
As of June 13, 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.
| 11 |
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 $
During the six months ended April 30, 2024, pursuant
to the terms of the LFA, the Company received a reimbursement of corporate operating costs in the amount of $
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
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.
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| April 30, | April 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Exploration and property holding costs | $ | $ | $ | |||||||||||||
| Personnel | ||||||||||||||||
| Office and administrative | ||||||||||||||||
| Professional services | ||||||||||||||||
| Directors’ fees | ||||||||||||||||
| Income Taxes | ||||||||||||||||
| Changes for the period | ( | ) | ||||||||||||||
| Accounts receivable | $ | $ | $ | |||||||||||||
| Accounts receivable – October 31, 2023 | $ | |||
| Expenditure incurred during the six months ended April 30, 2024 | ||||
| Funding received | ( | ) | ||
| Accounts receivable – April 30, 2024 | $ |
| 12 |
NOTE 6 – NET LOSS PER SHARE
The Company had stock options and warrants
outstanding at April 30, 2024 and 2023 that upon exercise were issuable into
NOTE 7 – DUE FROM RELATED PARTY
As of April 30, 2024, due from related party
consists of $
NOTE 8 – VALUE-ADDED TAX RECEIVABLE
Value-added tax (“VAT”) receivable relates
to VAT paid in Mexico. The Company estimates a net VAT of $
| Allowance for uncollectible VAT – October 31, 2023 | $ | |||
| Recovery of VAT receivable allowance | ( | ) | ||
| Foreign currency translation adjustment | ||||
| Allowance for uncollectible VAT – April 30, 2024 | $ |
NOTE 9 – OFFICE AND MINING EQUIPMENT
| April 30, | October 31, | |||||||
| 2024 | 2023 | |||||||
| Mining equipment | $ | $ | ||||||
| Vehicles | ||||||||
| Buildings and structures | ||||||||
| Computer equipment and software | ||||||||
| Well equipment | ||||||||
| Office equipment | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Office and mining equipment, net | $ | $ | ||||||
During the six months ended April 30, 2024 and
2023, the Company recorded a gain on sale of a vehicle of $
| 13 |
NOTE 10 – PROPERTY CONCESSIONS
| Property concessions – October 31, 2022 | $ | ||||
| Impairment | ( | ) | |||
| Property concessions – October 31, 2023 | |||||
| Property concessions – April 30, 2024 | $ |
During the
six months ended April 30, 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 $
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 $
As at October 31, 2023, the total CEBA loan
amount stood at C$
| Loan payable – October 31, 2023 | $ | |||
| Repayment | ( | ) | ||
| Foreign currency translation adjustment | ||||
| Miscellaneous income | ( | ) | ||
| Loan payable – April 30, 2024 | $ |
NOTE 12 – COMMON STOCK
No shares of common share stock were issued during the six months ended April 30, 2024.
On March 9, 2023, the Company issued
| 14 |
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,
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
During the six months period ended April 30, 2024,
the Company granted options to acquire
During the six months period ended April 30, 2023,
the Company granted options to acquire
No options were exercised during the six months ended April 30, 2024 and 2023.
Six Months Ended April 30, | ||||||||
| Options | 2024 | 2023 | ||||||
| Expected volatility | ||||||||
| Risk-free interest rate | ||||||||
| Dividend yield | ||||||||
| Expected term (in years) | ||||||||
The expected volatility assumption is based on the
historical of common stock price. The risk-free interest rate assumption is based on yield curves on government zero-coupon bonds with
a remaining term equal to the stock options’ expected life. The Company has not paid and does not anticipate paying dividends on
its common stock. Companies are required to utilize an estimated forfeiture rate when calculating the expense for the reporting period.
Based on the best estimate, the Company applied the estimated forfeiture rate of
| Options | Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value | |||||||||||||
| Outstanding at October 31, 2023 | $ | $ | |||||||||||||||
| Granted | |||||||||||||||||
| Outstanding at April 30, 2024 | |||||||||||||||||
| Exercisable at April 30, 2024 | $ | $ | |||||||||||||||
The Company recognized stock-based compensation costs
for stock options of $
| 15 |
| Options Outstanding | Options Exercisable | |||||||||||||||||||||
| Exercise Price | Number Outstanding | Weighted Average Remaining Contractual Life (Years) | Weighted Average Exercise Price | Number Exercisable | Weighted Average Exercise Price | |||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||
| $ | ||||||||||||||||||||||
NOTE 14 – WARRANTS
| Warrants | Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value | ||||||||||||
| Outstanding and exercisable at October 31, 2023 | $ | $ | ||||||||||||||
| Outstanding and exercisable at April 30, 2024* | ||||||||||||||||
*
No warrants were issued or exercised during the six months ended April 30, 2024 or 2023.
| Warrants Outstanding and Exercisable | ||||||||||||||
| Exercise Price | Number Outstanding | Weighted Average Remaining Contractual Life (Years) | Weighted Average Exercise Price | |||||||||||
| $ | $ | |||||||||||||
| $ | $ | |||||||||||||
*
| Warrant derivative liability at October 31, 2023 | $ | |||
| Foreign currency translation adjustment | ||||
| Change in fair value of warrant derivative liability | ||||
| Warrant derivative liability at April 30, 2024 | $ |
During the year ended October 31, 2023, the
Company issued
| 16 |
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). |
Under fair value accounting, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, due from related party, accounts payable, loan payable and warrant derivative liability.
The carrying amounts of cash and cash equivalents, accounts receivable, due from related party and accounts payable approximate fair value at April 30, 2024 and October 31, 2023 due to the short maturities of these financial instruments. Loan payable is classified as Level 2 in the fair value hierarchy.
Derivative liability
The Company classifies warrants on its consolidated balance sheets as a derivative liability which is fair valued at each reporting period subsequent to the initial issuance, as the functional currency of Silver Bull is the U.S. dollar and the exercise price of the warrants is the $CDN. The Company has used the Black-Scholes pricing model to fair value the warrants (Note 14). Determining the appropriate fair-value model and calculating the fair value of warrants requires considerable judgment. Any change in the estimates used may cause the value to be higher or lower than that reported. The estimated volatility of the Company’s common stock at the date of issuance, and at each subsequent reporting period, is based on the historical volatility adjusted to reflect the implicit discount to historical volatilities observed in the prices of traded warrants. The risk-free interest rate is based on rates published by the government for bonds with a maturity similar to the expected remaining life of the warrants at the valuation date. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend yield is expected to be none as the Company has not paid dividends nor does the Company does not anticipate paying any dividend in the foreseeable future.
The derivative is not traded in an active market, and the fair value is determined using valuation techniques. The estimates may be significantly different from those recorded in the consolidated financial statements because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market. All changes in the fair value are recorded in the consolidated statement of operations and comprehensive loss each reporting period. This is considered to be a Level 3 financial instrument.
Credit Risk
Credit risk is the risk that the counterparty to a financial instrument will cause a financial loss for the Company by failing to discharge its obligations. To mitigate exposure to credit risk on financial assets, the Company has established policies to ensure the liquidity of funds and ensure that counterparties demonstrate acceptable levels of creditworthiness.
| 17 |
The Company maintains its U.S. dollar and Canadian
dollar cash and cash equivalents in bank and demand deposit accounts with major financial institutions with high credit standings. Cash
deposits held in Canada are insured by the Canada Deposit Insurance Corporation (“CDIC”) for up to $CDN
As at April 30, 2024 and 2023, cash and cash
equivalents consist of guaranteed investment certificates of $
The Company also maintains cash in bank accounts
in Mexico. These accounts are denominated in the local currency and are considered uninsured. As of April 30, 2024 and 2023, the U.S.
dollar equivalent balance for these accounts was $
Other receivables, accounts receivable and due from related party comprise receivable from GST refunds, Bench Walk and a related party. Receivable balances are monitored on an ongoing basis with the result that the Company’s exposure to impairment is not significant. At April 30, 2024 and 2023, none of the Company’s receivables are impaired.
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 April 30, 2024, the Company has $
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 six months
ended April 30, 2024, a
Foreign Currency Exchange Risk
Certain purchases of labor, operating supplies and capital assets are denominated in C$, $MXN or other currencies. As a result, currency exchange fluctuations may impact the costs of the Company’s operations. Specifically, the appreciation of the $MXN or C$ 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 April 30,
2024, a
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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
Litigation and Claims
Mineros Norteños Case
On
May 20, 2014, Mineros Norteños filed an action in the Local First Civil Court in the District of Morelos, State of Chihuahua,
Mexico, against the Company’s subsidiary, Minera Metalin, claiming that Minera Metalin breached an agreement regarding the development
of the Sierra Mojada Property. Mineros Norteños sought payment of the Royalty, including interest at a rate of
ICSID Arbitration
On March 2, 2023, the Company filed the NAFTA Notice of Intent (Note 4). As is required by Article 1118 of NAFTA, the Company sought to settle this dispute with Mexico through consultations. On May 30, 2023, the Company attended a meeting with Mexican government officials in Mexico City, but, notwithstanding the Company’s good faith efforts to resolve the dispute amicably, no settlement was reached. Accordingly, the Company filed a request for arbitration with the ICSID on June 28, 2023. On July 20, 2023, ICSID registered the request.
As Arbitration proceedings are in early stages, the Company cannot determine the likelihood of succeeding in collecting any amount, as such has not accrued any amounts in the interim condensed consolidated financial statements with respect to this claim.
| 19 |
Valdez Case
On February 15,
2016, Messrs. Jaime Valdez Farias and Maria Asuncion Perez Alonso (collectively, “Valdez”) filed an action before the
Local First Civil Court of Torreon, State of Coahuila, Mexico, against the Company’s subsidiary, Minera Metalin, claiming that Minera
Metalin had breached an agreement regarding the development of the Sierra Mojada Property. Valdez sought payment in the amount of $
From time to time, the Company is involved in other disputes, claims, proceedings and legal actions arising in the ordinary course of business. The Company intends to vigorously defend all claims against the Company and pursue its full legal rights in cases where the Company has been harmed. Although the ultimate outcome of these proceedings cannot be accurately predicted due to the inherent uncertainty of litigation, in the opinion of management, based upon current information, no other currently pending or overtly threatened proceeding is expected to have a material adverse effect on the Company’s business, financial condition or results of operations.
Arbitration Financing
On September 5, 2023, the Company entered into the
LFA with Bench Walk (Note 5). Under the terms of the LFA, Bench Walk has agreed to fund the Company with up to $
The Company agreed that Bench Walk shall be entitled
to receive a share of any proceeds arising from 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
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.
Management Retention Agreement and Salaries
The Company has established a Management Retention
Agreement (the “MRA”), which is a long-term incentive program to retain key personnel of the Company who have important historical
information and knowledge to contribute with respect to the Arbitration. The MRA provides that if the Company is successful and the Company
receives damages proceeds,
| 20 |
Additionally, management of the Company has
agreed to defer a portion of its salaries, as well as an annual bonuses granted, with the deferred amounts only being paid in the event
that the Company is successful in its Arbitration proceedings and the Company having sufficient funds to pay the deferred amounts after
discharging amounts owed to priority creditors, such as Bench Walk. Deferred amounts owed to management will accrue interest at
a rate of
As the outcome of the Arbitration is not determinable as at April 30, 2024, no expense has been recorded in relation to the above.
NOTE 17 – SEGMENT INFORMATION
The Company operates in a reportable segment: the exploration of mineral property interests. The Company has mineral property interests in Sierra Mojada, Mexico.
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| April 30, | April 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Mexico | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||
| Kazakhstan | ( | ) | ( | ) | ||||||||||||
| Canada | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Loss | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| Canada | Mexico | Total | ||||||||||
| Cash and cash equivalents | $ | $ | $ | |||||||||
| Other receivables | ||||||||||||
| Accounts receivables | ||||||||||||
| Prepaid expenses and deposits | ||||||||||||
| Due from related party | ||||||||||||
| Value-added tax receivable, net | ||||||||||||
| Office and mining equipment, net | ||||||||||||
| Property concessions | ||||||||||||
| $ | $ | $ | ||||||||||
| Canada | Mexico | Total | ||||||||||
| Cash and cash equivalents | $ | $ | $ | |||||||||
| Other receivables | ||||||||||||
| Accounts receivables | ||||||||||||
| Prepaid expenses and deposits | ||||||||||||
| Due from related party | ||||||||||||
| Value-added tax receivable, net | ||||||||||||
| Office and mining equipment, net | ||||||||||||
| Property concessions | ||||||||||||
| $ | $ | $ | ||||||||||
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.
| 21 |
| 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:
| 22 |
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:
| 23 |
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 is continuing 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.
| 24 |
Results of Operations
Three Months Ended April 30, 2024 and April 30, 2023
For the three months ended April 30, 2024, the Company recorded a net loss of $19,000, or approximately $nil per share, compared to a net loss of $478,000, or approximately $0.01 per share, during the comparable period last year. The $459,000 decrease in net loss was primarily due to a $17,000 decrease in exploration and property holding costs and a $391,000 decrease in administrative expenses, which was partially offset by a $37,000 in other income compared to a $16,000 in other expenses in the same period last year as described below.
Exploration and Property Holding Costs
Exploration and property holding costs decreased $17,000 to $25,000 for the three months ended April 30, 2024, compared to $42,000 for the comparable period last year. This decrease was mainly due to a $31,000 reimbursement from Bench Walk pursuant to the litigation Funding Agreement in the three months ended April 30, 2024 and a $16,000 concessions’ impairment in the same period last year, of which was offset by a $17,000 increased in property holding costs. 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 $391,000 to $30,000 in the three months ended April 30, 2024 from $421,000 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 $18,000 in stock-based compensation included in general and administrative expense for the three months ended April 30, 2024 compared to $4,000 in stock-based compensation recovery for the comparable period last year as a result of stock options were granted and vested to employees, directors and consultants.
Personnel costs decreased $29,000 to $78,000 for the three months ended April 30, 2024 as compared to $107,000 for the comparable period last year. This decrease was mainly due to a $nil bonus recorded in the three months ended April 30, 2024 compared to $68,000 bonus in the same period last year. The decrease was offset by a $17,000 increase in salaries due to revised agreements with the Company’s management in September 2023 and a $18,000 increase in stock-based compensation compared to the same period last year.
Office and administrative expenses of $62,000 for the three months ended April 30, 2024 was similar to the $66,000 in such costs for the comparable period last year.
Professional fees decreased $168,000 to $51,000 for the three months ended April 30, 2024 compared to $219,000 for the comparable period last year. This decrease was mainly due to arbitration related costs incurred in relation to the legacy NAFTA claim (as described in the “Recent Developments” section) in the same period last year, of which was offset by a $16,000 increase in legal costs.
Directors’ fees of $30,000 for the three months ended April 30, 2024 was similar to the $26,000 in such costs for the comparable period last year.
The Company recorded a $10,000 recovery of uncollectible VAT for the three months ended April 30, 2024 as compared to a $2,000 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 April 30, 2024, the Company recorded a contra expense of $181,000 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 April 30, 2024, the Arbitration lawyers incurred $430,784 in legal costs, all of which were paid by Bench Walk directly.
| 25 |
Other Income (Expenses)
The Company recorded other income of $37,000 for the three months ended April 30, 2024 as compared to other expenses of $16,000 for the comparable period last year. The significant factor contributing to other income in the three months ended April 30, 2024 was $18,000 interest income and $16,000 gain from sale of equipment. The significant factor contributing to other expenses was $19,000 other costs related to the certain years’ VAT and corporate taxes disputes with Mexican tax authorities for the three months ended April 30, 2023.
Six Months Ended April 30, 2024 and April 30, 2023
For the six months ended April 30, 2024, the Company had a net loss of $212,000, or approximately $nil per share, compared to a net loss of $824,000, or approximately $0.02 per share, during the comparable period last year. The $612,000 decrease in net loss was primarily due to a $113,000 decrease in exploration and property holding costs, a $513,000 decrease in administrative expenses and a $6,000 decrease in other expenses as described below. .
Exploration and Property Holding Costs
Exploration and property holding costs decreased $113,000 to $85,000 for the six months ended April 30, 2024, compared to $178,000 for the comparable period last year. This decrease was mainly due to a $107,000 reimbursement from Bench Walk pursuant to the litigation Funding Agreement in the six months ended April 30, 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 $513,000 to $120,000 in the six months ended April 30, 2024 from $633,000 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 $78,000 in stock-based compensation included in general and administrative expense for the six months ended April 30, 2024 compared to $49,000 for the comparable period last year as a result of stock options were granted and vested to employees, directors and consultants in the six months ended April 30, 2024.
Personnel costs decreased $19,000 to $177,000 for the six months ended April 30, 2024 as compared to $196,000 for the comparable period last year. This decrease was mainly due to a $nil bonus recorded in the six months ended April 30, 2024 compared to $68,000 bonus in the same period last year. The decrease was offset by a $26,000 increase in salaries due to revised agreements with the Company’s management in September 2023, a $6,000 increase in accrued vacation and a $13,000 increase in stock-based compensation compared to the same period last year.
Office and administrative costs increased $25,000 to $125,000 for the six months ended April 30, 2024 as compared to $100,000 for the comparable period last year. This increase was primarily due to increased travel costs.
Professional fees decreased $145,000 to $121,000 for the six months ended April 30, 2024 compared to $266,000 for the comparable period last year. This decrease was mainly due to arbitration related costs incurred in relation to the legacy NAFTA claim (as described in the “Recent Developments” section) in the same period last year, of which was offset by a $19,000 increase in legal costs and a $9,000 increase in accounting costs.
Directors’ fees increased $16,000 to $76,000 for the six months ended April 30, 2024 as compared to $60,000 for the comparable period last year. This increase was primarily due to a $16,000 increase in stock-based compensation compared to the same period last year.
| 26 |
The Company recorded a $4,000 recovery of uncollectible VAT for the six months ended April 30, 2024 as compared to a $10,000 provision for uncollectible VAT in the comparable period last year. The allowance for uncollectible taxes 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 six months ended April 30, 2024, the Company recorded a contra expense of $376,000 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 six months ended April 30, 2024, the Arbitration lawyers incurred $636,040 in legal costs, all of which were paid by Bench Walk directly.
Other Expenses
Other expenses of $6,000 were incurred for the six months ended April 30, 2024 as compared to other expenses of $12,000 for the comparable period last year. The significant factor contributing to other expenses in the six months ended April 30, 2024 was a $66,000 expense from change in fair value of the warrant derivative liability, which was offset by $21,000 interest income, a $9,000 foreign currency transaction income and a $31,000 in miscellaneous income on partial forgiveness of the Company’s Canada Emergency Business Account (“CEBA”) loan and a gain from sale of equipment, respectively. The $66,000 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 April 30, 2024. The significant factor contributing to other expenses for the comparable period last year was a $19,000 other costs related to the certain years’ VAT and corporate taxes disputes with Mexican tax authorities, which was offset by a $13,000 interest income.
Material Changes in Financial Condition; Liquidity and Capital Resources
Cash Flows
During the six months ended April 30, 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 $448,000 at April 30, 2024.
Cash flows used in operating activities for the six months ended April 30, 2024 were $547,000, as compared to $389,000 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 six months ended April 30, 2024 were proceeds of $16,000 from the sale of equipment, which was offset by $1,000 purchase of equipment. Cash flows provided by investing activities for the six months ended April 30, 2023 were $nil.
Cash flows used by financing activities for the six months ended April 30, 2024 were $29,000 as the Company repaid the payable portion of the CEBA loan. Cash flows used by financing activities for the six months ended April 30, 2023 were $nil.
Capital Resources
As of April 30, 2024, the Company had cash and cash equivalents of $448,000, 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 $403,000, increased the accounts receivable and due from related party, general and administrative expenses and payments, which were partially offset by the Arbitration funding during the six months ended April 30, 2024.
| 27 |
Since the Company’s inception in November 1993, it has not generated revenue and has incurred an accumulated deficit of $138,857,000. 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 June 13, 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.
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| 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, 2024. 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 April 30, 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.
| (b) | Changes in Internal Control over Financial Reporting |
During the quarter ended April 30, 2024, there have not been any changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II – OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS. |
See Note 16 – Commitments and Contingencies to the Company’s financial statements (Part I, Item 1 of this Quarterly Report on Form 10-Q) for information regarding legal proceedings in which it is involved.
| ITEM 1A. | RISK FACTORS. |
There have been no material changes from the risk factors included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2023.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
Recent Sales of Unregistered Securities
No sales of unregistered equity securities occurred during the period covered by this report.
Purchases of Equity Securities by the Company and Affiliated Purchasers
No purchases of equity securities were made by or on behalf of Silver Bull or any “affiliated purchaser” within the meaning of Rule 10b-18 under the Exchange Act during the period covered by this report.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. |
None.
| ITEM 4. | MINE SAFETY DISCLOSURES. |
Not applicable.
| ITEM 5. | OTHER INFORMATION. |
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| ITEM 6. | EXHIBITS. |
| Incorporated by Reference | |||||||||||
| Exhibit Number | Exhibit Description | Form | Date | Exhibit | Filed/ Furnished Herewith | ||||||
| 31.1 | Certification of CEO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||||||||
| 31.2 | Certification of CFO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||||||||
| 32.1 | Certification of CEO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | XX | |||||||||
| 32.2 | Certification of CFO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | XX | |||||||||
| 101.INS* | XBRL Instance Document | X | |||||||||
| 101.SCH* | XBRL Schema Document |
X
|
|||||||||
| 101.CAL* | XBRL Calculation Linkbase Document | X | |||||||||
|
101.DEF* |
XBRL Definition Linkbase Document |
X |
|||||||||
| 101.LAB* | XBRL Labels Linkbase Document | X | |||||||||
| 104 | The Cover Page Interactive Data File, formatted in Inline XBRL (included in Exhibit 101). | X | |||||||||
| X | Filed herewith | ||||||||||
| XX | Furnished herewith | ||||||||||
| + | Indicates a management contract or compensatory plan, contract or arrangement. | ||||||||||
| * | The following financial information from Silver Bull Resources, Inc.’s Quarterly Report on Form 10-Q for the six months ended April 30, 2024, is formatted in XBRL (Extensible Business Reporting Language): Interim Condensed Consolidated Balance Sheets, Interim Condensed Consolidated Statements of Operations and Comprehensive Loss, Interim Condensed Consolidated Statements of Stockholders’ Equity, Interim Condensed Consolidated Statements of Cash Flows. | ||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SILVER BULL RESOURCES, INC. | ||
| Dated: June 13, 2024 | By: | /s/ Timothy Barry |
| Timothy Barry | ||
| President and Chief Executive Officer | ||
|
(Principal Executive Officer)
| ||
| Dated: June 13, 2024 | By: | /s/ Christopher Richards |
| Christopher Richards | ||
| Chief Financial Officer | ||
| (Principal Financial Officer and Principal Accounting Officer) | ||
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