SILVER BOW MINING CORP.

false 0002067674 A1 0002067674 2026-08-21 2026-08-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 21, 2026 Silver Bow Mining Corp. (Exact name of registrant as specified in its charter) British Columbia 001-43242 98-1858068 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number) 1401 Idaho Street Butte , Montana 59701 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: 406 - 718-7593 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 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 check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐ Item 1.01 Entry into a Material Definitive Agreement On August 21, 2026, Silver Bow Mining Corp. (the “Company”) entered into an asset purchase agreement (the “APA”) with and among Silver Bow Tunnels Corp., a Montana corporation and wholly-owned subsidiary of the Company (“SBTC”), Montana Goldfields, Inc., a Delaware corporation (“MTGF”) and Montana Tunnels Mining, Inc., a Delaware corporation and wholly-owned subsidiary of MTGF (“MTMI”). Pursuant to the APA, SBTC will acquire (the “Acquisition”) certain of the assets of MTMI related to certain assets and rights comprising the Montana Tunnels Mine located in Jefferson County, Montana (the “Montana Tunnels Mine”) and the Diamond Hill Mill (the “Diamond Hill Mill”), including all related mineral and real property interests, improvements, tangible personal property, water rights and permits, books and records, intellectual property and other assets as described in the APA and the schedules thereto (the “Purchased Assets”). Under the terms of the APA, SBTC will acquire ownership of the Purchased Assets, free and clear of liens and encumbrances, except certain permitted encumbrances as set forth in the APA. The APA provides a staged transaction structure, including a first closing (the “First Closing”) and a subsequent final closing (the “Final Closing”), in each case following satisfaction or waiver of the applicable closing conditions. The Acquisition is being conducted through a Chapter 11 sale process involving MTMI, which filed for bankruptcy protection on July 27, 2026. The Acquisition is expected to proceed pursuant to Section 363 of the U.S. Bankruptcy Code and remains subject to approval by the U.S. Bankruptcy Court for the District of Montana (the “Final Order”). In relation to the Final Order and pursuant to the APA, on August 24, 2026, the Company will fund into an escrow account approximately $28.6 million to satisfy specified creditors associated with the Purchased Assets (the “Escrowed Funds”), including approximately $4.27 million to satisfy amounts owing to Jefferson County and approximately $20.8 million to satisfy specified obligations owing to the Montana Department of Environmental Quality (“Montana DEQ”). The Escrowed Funds will be either (i) released upon issuance of the Final Order at the First Closing to satisfy the specified creditors, or (ii) released back to the Company if the Final Order has not been issued by September 30, 2026. The First Closing will occur immediately following the issuance of the Final Order. At the First Closing, the Escrowed Funds will be released to the specified creditors with any amounts funded into escrow that exceed the amounts necessary to satisfy the specified creditors being released to MTGF (the payment of such creditors and release of excess cash, if any, the “Cash Payment”). In consideration for the Cash Payment, MTGF will issue to the Company a senior secured promissory note, in the form of Exhibit G to the APA (the “Note”), and enter into related general security agreement, in the form of Exhibit H to the APA, a guaranty and pledge agreement, in the form of Exhibit I to the APA and a mortgage, security agreement and fixture financing statement, in the form of Exhibit J to the APA, securing the Note against the Purchased Assets. The Note does not bear any interest (except with respect to any principal amount not paid at the maturity date, which will bear interest at a rate of 10% per annum) and, if not extinguished at the Final Closing as set forth below, will mature upon the earlier to occur of (i) any event of default (subject to applicable cure periods), (ii) termination of the APA by the Company due to a material breach by MTGF that remains uncured after written notice and a 30 day cure period, or (iii) 5:00 p.m. Denver Time on November 30, 2026. The Final Closing will occur upon satisfaction of the remaining closing conditions, including, but not limited to, receipt of all necessary governmental approvals, approval of the shareholders of the Company of the issuance of the contingent value rights and the underlying common shares and approval of the NYSE American of the supplemental listing of the underlying common shares. At the Final Closing, MTMI will sell, transfer and assign to SBTC the Purchased Assets pursuant to an assignment and assumption agreement, in the form of Exhibit A to the APA, a bill of sale, in the form of Exhibit B to the APA, a mining claim quitclaim deed, in the form of Exhibit C to the APA, a special warranty deed, in the form of Exhibit D to the APA, a water rights quitclaim deed, in the form of Exhibit E to the APA, and an intellectual property purchase agreement, in the form of Exhibit F to the APA. In consideration for the sale, transfer and assignment of the Purchased Assets, the Company will (i) extinguish its previously issued $1 million secured note (the “Prior Note”) with MTGF and the Note, each as satisfied in full with the principal amounts of the Prior Note and the Note being credited as part of the purchase price for the Purchased Assets, (ii) issue to MTGF 3,500,000 contingent value rights (“Final Closing CVRs”), each of which is convertible into one common share of Silver Bow Mining 180 days following the Final Closing, subject to anti-dilution adjustments and certain terms and limitations as set forth in the Final Closing CVR terms, (iii) issue to MTGF 11,500,000 additional deferred compensation CVRs, representing potential future consideration contingent on future contingent milestones (the “Deferred Compensation CVRs” and together with the Final Closing CVRs, the “CVRs”), including potential M-Pit exploration, development and commercial production, (iv) execute and deliver the toll milling agreement, in the form of Exhibit L to the APA (the “Toll Milling Agreement”), (v) execute and deliver the net smelter royalty agreement, in the form of Exhibit M to the APA (the “NSR”),