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Silver Bull Resources, Inc.

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FY2023 Annual Report · Silver Bull Resources, Inc.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
(Mark One)
 
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE FISCAL YEAR ENDED October 31, 2023
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE TRANSITION PERIOD OF _________ TO _________.
 
Commission File Number: 001-33125
 
SILVER BULL RESOURCES, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
91-1766677
State or other jurisdiction of incorporation or organization
(I.R.S. Employer Identification No.)
 
777 Dunsmuir Street, Suite 1605
Vancouver, B.C. V7Y 1K4
(Address of principal executive offices, including
zip code)
 
Registrant’s telephone number, including area
code: (604) 687-5800
 
Securities registered pursuant to Section 12(b)
of the Act: None
 
Securities registered pursuant to Section 12(g)
of the Act: Common Stock, $0.01 Par Value
 
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act
Yes ☐
No ☒
 
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
Yes ☐ No ☒
 
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements
for the past 90 days.
Yes ☒
No ☐
 
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒
No ☐
 
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an
emerging growth company. See
 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and
 “emerging growth
company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer ☐
 
Accelerated filer ☐
Non-accelerated filer ☒
 
Smaller reporting company ☒
 
 
Emerging growth company ☐
 
 
 
 

 
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.	☐
 
Indicate by check mark whether the registrant has
filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its
audit report.	☐
 
If securities are registered pursuant to Section 12(b)
of the Act, indicate by check mark whether the financial statements of the registrant included in the
filing reflect the correction of
an error to previously issued financial statements.	☐
 
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received
by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
 
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 January 26, 2024, there were 47,365,652 shares outstanding of the registrant’s $0.01 par value common stock, the registrant’s only outstanding class
of voting securities. As of April 30, 2023, the aggregate market value of the registrant’s voting common stock held by non-affiliates of the registrant was
approximately $5.5   million based upon the closing sale price of the common stock as reported by the OTCQB. For the purpose of this calculation, the
registrant has assumed that its affiliates as of April 30, 2023 included all directors and officers.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of the registrant’s definitive proxy
statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection
with the 2024 annual meeting
of shareholders are incorporated by reference in Part III of this Annual Report on Form 10-K.
 
 
 
 

 
SILVER BULL RESOURCES, INC.
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
 
 
 
 
   
 
Page
PART I
    
    
 
Item 1 and 2.
  BUSINESS AND PROPERTIES
 
8
 
Item 1A.
  RISK FACTORS
 
16
 
Item 1B.
  UNRESOLVED STAFF COMMENTS
 
23
 
Item 1C.
  CYBERSECURITY
 
23
 
Item 3.
  LEGAL PROCEEDINGS
 
23
 
Item 4.
  MINE SAFETY DISCLOSURES
 
24
 
 
   
    
PART II
   
    
 
Item 5.
 
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND
ISSUER PURCHASES OF EQUITY SECURITIES
 
25
 
Item 6.
  [RESERVED]
 
26
 
Item 7.
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 
26
 
Item 7A.
  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
32
 
Item 8.
  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
32
 
Item 9.
 
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
 
33
 
Item 9A.
  CONTROLS AND PROCEDURES
 
33
 
Item 9B.
  OTHER INFORMATION
 
33
 
Item 9C.
  DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
 
33
 
 
   
    
PART III
   
    
 
Item 10.
  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
34
 
Item 11.
  EXECUTIVE COMPENSATION
 
34
 
Item 12.
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
 
34
 
Item 13.
  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
34
 
Item 14.
  PRINCIPAL ACCOUNTING FEES AND SERVICES
 
34
 
 
   
    
PART IV
   
    
 
Item 15.
  EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 
35
 
 
   
    
 
Item 16.
  FORM 10-K SUMMARY
 
36
 
 
   
   
SIGNATURES
   
 
37
 
 
3 
 

 
The terms “Silver Bull,” and
the “Company,” are used to refer to Silver Bull Resources, Inc. and its subsidiaries, unless the context otherwise requires.
Technical terms have been included that are important to an understanding of the business under “Glossary of Common Terms”
at the end of this section.
Throughout this document statements are made that are classified as “forward-looking.” Please
refer to the “Cautionary Statement Regarding Forward-
Looking Statements” section of this document for an explanation of these
types of assertions.
Cautionary Statement Regarding Forward-Looking
Statements
This Annual Report on Form 10-K includes
certain statements that may be deemed to be “forward-looking statements” within the meaning of Section 27A
of the Securities
Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”),
and the United States Private Securities Litigation Reform Act of 1995, and “forward-looking information” within
the meaning of applicable Canadian
securities legislation. Words used 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.
These statements include statements regarding the following, among other things:
The sufficiency of existing cash resources to enable the Company to continue operations
for the next 12 months as a going concern;
The prospects of the claim process, or award, under the North American Free Trade Agreement
(“NAFTA”);
The Funding Agreement (as defined in the “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” section), and
continued payment of legal, tribunal and external expert costs,
and reimbursement of corporate operating expenses, under its terms;
Prospects of entering the development or production stage with respect to any of the Company’s
projects;
The planned activities at the Sierra Mojada Project in 2024 and beyond;
Whether any part of the Sierra Mojada Project will ever be confirmed or converted into SEC
S-K 1300-compliant mineral reserves;
The requirement of additional power supplies for the Sierra Mojada Project if a mining operation
is determined to be feasible;
The ability to obtain and hold additional concessions in the Sierra Mojada Project area;
Whether the Company will be required to obtain additional surface rights if a mining operation
is determined to be feasible;
The possible impact on the Company’s operations of the blockade by a cooperative of
miners on the Sierra Mojada property;
The potential acquisition of additional mineral properties or property concessions;
Testing of the impact of the fine bubble flotation test work on the recovery of minerals
and initial rough concentrate grade;
The impact of recent accounting pronouncements on the Company’s financial position,
results of operations or cash flows and disclosures;
The impact of changes to current state or federal laws and regulations on estimated capital
expenditures, the economics of a particular project and/or
the Company’s activities;
The Company’s ability to raise additional capital and/or pursue additional strategic
options, and the potential impact on its business, financial
condition and results of operations of doing so or not;
The impact of changing foreign currency exchange rates on the Company’s financial condition;
 
The impairment of concession and likelihood of further impairment of other long-lived assets;
 
Whether using major financial institutions with high credit ratings mitigates credit risk;
The impact of changing economic conditions on interest rates;
Expectations regarding future recovery of value-added taxes (“VAT”) paid in
Mexico; and
The merits of any claims in connection with, and the expected timing of
any, ongoing legal proceedings.
4 
 

 
These statements are based on certain assumptions
and analyses made by the Company in light of its 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 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 this Annual Report on Form 10-K, including:
The Company’s ability to acquire additional mineral properties or property concessions;
The ability of the Company to maintain its assets in Mexico given the performance of the
Mexican government at various levels;
Worldwide economic and political events affecting (i) the market prices for silver, zinc,
lead, copper and other minerals that may be found on the
Company’s exploration properties (ii) interest rates and (iii) foreign
currency exchange rates;
Outbreaks of disease, including the COVID-19 pandemic, and related stay-at-home orders,
quarantine policies and restrictions on travel, trade and
business operations;
The amount and nature of future capital and exploration expenditures;
Volatility in the Company’s stock price;
The Company’s inability to obtain required permits;
Competitive factors, including exploration-related competition;
Timing of receipt and maintenance of government approvals;
Unanticipated title issues;
Changes in tax laws;
Changes in regulatory frameworks or regulations affecting the Company’s activities;
The ability to obtain additional financial resources on acceptable terms to (i) maintain
its property concessions in Mexico and (ii) maintain general
and administrative expenditures at acceptable levels;
The Company’s ability to retain key management, consultants and experts necessary
to successfully operate and grow its business; and
Political and economic instability in Mexico and other countries in which the Company conducts
its business, and future potential actions of the
governments in such countries with respect to nationalization of natural resources or
other changes in mining or taxation policies.
These factors are not intended to represent
a complete list of the general or specific factors that could affect the Company.
All forward-looking statements speak only
as of the date made. All subsequent written and oral forward-looking statements attributable to the
Company, or persons acting on its
behalf, are expressly qualified in their entirety by the cautionary statements. Except as required by law, the
Company 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. Undue reliance should not be placed on these forward-looking
statements.
5 
 

 
Cautionary Note Regarding Exploration
Stage Companies
Silver Bull is an exploration stage company
and does not currently have any known mineral reserves and cannot be expected to have known mineral
reserves unless and until a feasibility
study is completed for the Sierra Mojada concessions that shows proven and probable mineral reserves. There can be
no assurance that the
Company’s concessions contain proven and probable mineral reserves and investors may lose their entire investment. See the “Risk
Factors” section below.
Cautionary Note to U.S. Residents Concerning
Disclosure of Mineral Resources
 
Silver Bull is a U.S. domestic issuer for United States
Securities and Exchange Commission (“SEC”) purposes, most of its shareholders are U.S. residents,
it is required to report
its financial results under accounting principles generally accepted in the United States of America, and its shares of common stock
are
listed on the Toronto Stock Exchange (the “TSX”) and trade on the OTCQB marketplace. However, because Silver Bull is a reporting
issuer in Canada,
certain prior regulatory filings required in Canada contain or incorporate by reference therein certain disclosure that
satisfies the additional requirements of
Canadian securities laws, which differ from the requirements of United States’ securities
laws. Unless otherwise indicated, all resource estimates included
in those Canadian filings, and in the documents incorporated by reference
therein, had been prepared in accordance with Canadian National Instrument 43-
101 - Standards of Disclosure for Mineral Projects (“NI
43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) classification
system. NI 43-101 is
a rule developed by the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of
scientific
and technical information concerning mineral projects.
 
Canadian standards, including NI 43-101, may differ
from the requirements of subpart 1300 of Regulation S-K, as defined in the Glossary of Technical
Terms (“S-K 1300”). Thus,
 resource information contained, or incorporated by reference, in the Company’s Canadian filings, and in the documents
incorporated
by reference therein, may not be comparable to similar information disclosed by companies reporting mineral reserve and mineral resource
information under S-K 1300.
 
The terms “mineral reserve”, “proven
mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with NI 43-101
and
CIM standards. Pursuant to S-K 1300, the SEC recognizes estimates of “measured mineral resources,” “indicated mineral
resources” and “inferred
mineral resources.” In addition, the SEC has amended its definitions of “proven mineral
reserves” and “probably mineral reserves” to be substantially
similar to the corresponding standards of the CIM.
 
Investors are cautioned that while terms are substantially
similar to CIM standards, there are differences in the definitions and standards under S-K 1300
and the CIM standards. Accordingly, there
is no assurance any mineral reserves or mineral resources that the Company may report as “proven reserves”,
“probable
reserves”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”
under NI 43-101 will be the same as the
reserve or resource estimates prepared under the standards adopted under S-K 1300.
 
Investors are also cautioned that while the SEC now
 recognizes “measured mineral resources,” “indicated mineral resources” and “inferred mineral
resources”,
investors should not assume that any part or all of mineral deposits in these categories will ever be converted into reserves. Mineralization
described using these terms has a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal
feasibility. It cannot
be assumed that all or any part of an “measured mineral resource,” “indicated mineral resource”
or “inferred mineral resource” will ever be upgraded to a
higher category. Under Canadian rules, estimates of inferred mineral
resources may not form the basis of feasibility or pre-feasibility studies, except in rare
cases. Investors are cautioned not to assume
that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of
“contained ounces”
 in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report
mineralization
that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures.
 
Technical Report Summaries and Qualified Persons
 
The scientific and technical information concerning
the Company’s mineral projects in this Annual Report on Form 10-K have been reviewed and approved
by “qualified persons”
under S-K 1300, including the Company’s Chief Executive Officer and Director, Timothy Barry and the Company’s Director, David
Underwood. For a description of the key assumptions, parameters and methods used to estimate mineral reserves and mineral resources included
in this
Annual Report on Form 10-K, as well as data verification procedures and a general discussion of the extent to which the estimates
may be affected by any
known environmental, permitting, legal, title, taxation, sociopolitical, marketing or other relevant factors, please
review the Technical Report Summaries
for each of the Company’s material properties which are included as exhibits to, and incorporated
by reference into, this Annual Report on Form 10-K.
 
 
6 
 

 
 
Glossary of Common Terms
The following terms are used throughout this
Annual Report on Form 10-K.
Concession
  A grant of a tract of land made by a government or other controlling authority in return for stipulated services or a
promise that the land will be used for a specific purpose.
 
   
Exploration Stage
  A prospect that is not yet in either the development
or production stage.
 
Feasibility Study
  An engineering study designed to define the technical, economic, and legal viability of a mining project with a
high degree of reliability.
 
   
Formation
  A distinct layer of sedimentary rock of similar composition.
 
Mining
 
The process of extraction and beneficiation of mineral reserves to produce a marketable metal or mineral
product.    Exploration continues during the mining process and, in many cases, mineral reserves are expanded
during the life of the mine operations as the exploration potential of the deposit is realized.
 
   
Ore, Ore Reserve, or Mineable Ore
Body
  The part of a mineral deposit which could be economically and legally extracted or produced at the time of the
reserve determination.
 
   
Mineral Reserves
 
An estimate of tonnage and grade or quality of indicated
and measured mineral resources that, in the opinion of the
qualified person, can be the basis of an economically viable project. More
 specifically, it is the economically
mineable part of a measured or indicated mineral resource, which includes diluting materials and
allowances for
losses that may occur when the material is mined or extracted.
 
Mineral Resource
 
A concentration or occurrence of material of economic
interest in or on the Earth’s crust in such form, grade or
quality, and quantity that there are reasonable prospects for economic
 extraction. A mineral resource is a
reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade,
likely mining
dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is
likely
to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization
drilled or sampled.
 
Tonne
  A metric ton which is equivalent to 2,204.6 pounds.
 
 
7 
 

 
 
PART I
Items
1 and 2. BUSINESS AND PROPERTIES
Overview
and Corporate Structure
Silver Bull Resources, Inc. 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 (“Metalline”). On April 21, 2011, the Company’s name was changed to Silver
Bull Resources, Inc. 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 may never enter into the development stage with
respect to any of its projects.
The Company has been engaged in the business
of mineral exploration. It owns a number of property concessions in Mexico within a mining district
known as the Sierra Mojada District,
located in the west–central part of the state of Coahuila, Mexico. Operations are conducted in Mexico through the
Company’s
wholly-owned subsidiary corporations, Minera Metalin S.A. de C.V. (“Minera Metalin”), and Minas de Coahuila SBR S.A. de C.V
(“Minas”).
In April 2010, Metalline Mining Delaware, Inc.,
 a wholly-owned subsidiary 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 Silver Bull. Dome has a wholly-owned
subsidiary, Dome Asia
Inc., which is incorporated in the British Virgin Islands.
On June 5, 2015, the Company announced
its decision to voluntarily delist its shares of common stock from the NYSE MKT due to costs associated with
the continued listing and
NYSE MKT exchange rules regarding maintenance of a minimum share price. On June 29, 2015, the Company’s shares began
trading
on the OTCQB marketplace operated by OTC Markets Group. The Company’s shares of common stock continue to trade on the TSX.
On August 12, 2020, the Company entered
into an option agreement (the “Beskauga Option Agreement”) with Copperbelt AG, a corporation existing
under the laws of Switzerland
(“CB Parent”), and Dostyk LLP, an entity existing under the laws of Kazakhstan and a wholly-owned subsidiary of CB
Parent
(the “CB Sub,” and together with CB Parent, “CB”), pursuant to which the Company had the exclusive right and option
to acquire CB’s right, title
and 100% interest in the Beskauga property located in Kazakhstan, which consists of the Beskauga Main
project (the “Beskauga Main Project”) and the
Beskauga South project (the “Beskauga South Project,” and together
the Beskauga Main Project, the “Beskauga Project”). The transaction contemplated by
the Beskauga Option Agreement closed on
January 26, 2021.
On February 5, 2021, Arras Minerals Corp. (“Arras”)
was incorporated in British Columbia, Canada, as a wholly-owned subsidiary of Silver Bull. On
March 19, 2021, pursuant to an asset purchase
agreement with Arras, Silver Bull transferred its right, title and interest in and to the Beskauga Option
Agreement, among other things,
to Arras. On September 24, 2021, Silver Bull distributed to its shareholders one Arras common share
for each Silver Bull
share held by such shareholders, or 34,547,838 Arras common shares in
total (the “Distribution”). Upon completion of the Distribution, the Company
retained 1,452,162 Arras common shares, or approximately
4% of the outstanding Arras common shares, as a strategic investment, and Arras became a
stand-alone company.
In December 2021
and June 2022, the Company sold 600,000 and 852,262 common shares of Arras at a price of $CDN 1.00 and $CDN 1.50 per share,
respectively.
Since then, the Company has not held any interest in Arras.  
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 ICSID arbitration has become the Company’s core focus. The ICSID
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 ICSID 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.
8 
 

 
The Company’s efforts and expenditures
 have been concentrated in the exploration of properties, principally the Sierra Mojada property located in
Coahuila, Mexico (the “Sierra
 Mojada Property”). Silver Bull has not determined whether its exploration properties contain ore reserves that are
economically
recoverable. The ultimate realization of investment in exploration properties is dependent upon the success of future property sales,
the
existence of economically recoverable reserves, and the Company’s ability 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.
Illegal
Blockade of Sierra Mojada Property
On June 1, 2018, the Company’s subsidiaries
Minera Metalin and Contratistas entered into an earn-in option agreement (the “South32 Option Agreement”)
with South32 International
 Investment Holdings Pty Ltd (“South32”), a wholly owned subsidiary of South32 Limited (ASX/JSE/LSE: S32), whereby
South32
was able to obtain an option to purchase 70% of the shares of Minera Metalin and Contratistas (the “South32 Option”).
On October 11, 2019, the Company and subsidiary
Minera Metalin issued a notice of force majeure to South32 pursuant to the South32 Option Agreement.
Due to a blockade by Sociedad Cooperativa
de Exploración Minera Mineros Norteños, S.C.L. (“Mineros Norteños”), all work was halted on the Sierra
Mojada Property. The notice of force majeure was issued because of the blockade’s impact the Company and subsidiary Minera Metalin’s
 ability to
perform their obligations under the South32 Option Agreement. 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, the South32 Option Agreement
was mutually terminated by South32 and the Company. South32 paid $518,000 to the Company as a
final payment for the exploration costs
incurred by the Company during the blockade and released South32 from all claims as the date of termination.
As of January 26, 2024, the blockade
by Mineros Norteños at, on and around the Sierra Mojada Property is ongoing.
ICSID
Arbitration
On March 2, 2023, the Company filed the NAFTA
Notice of Intent to seek compensation for losses arising out of the illegal blockade of the Sierra Mojada
Property by Mineros Norteños
and Mexico’s unlawful conduct in relation to the blockade (“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,
thereby expropriating the
Company’s property.
On June 28, 2023, as a result of the
Mexican government’s actions with respect to the Company’s investments in Mexico, the Company filed the request for
arbitration in the legacy NAFTA claim at the ICSID and commenced international arbitration proceedings against Mexico under the
USMCA and NAFTA.
The Company has
engaged Boies Schiller Flexner (UK) LLP  as its legal advisers
on the legacy NAFTA claim.
2024
Outlook
The focus of the Company for the 2024 calendar
year will be to continue with the Arbitration process. If the blockade and the Arbitration proceedings are
resolved, any continued exploration
of the Sierra Mojada Property ultimately may require the Company to raise additional capital, identify other sources of
funding or identify
a strategic partner, or other strategic alternatives. The Company is also continuing to seek out other exploration projects for potential
development and investment.
Sierra Mojada Project
Location, Access and Infrastructure
The Sierra Mojada Project is located within
a mining district known as the Sierra Mojada District. The Sierra Mojada District is located in the west–central
part of the state
of Coahuila, Mexico, near the Coahuila-Chihuahua state border approximately 200 kilometers south of the Big Bend of the Rio Grande
River.
The principal mining area extends for approximately five kilometers in an east-west direction along the base of the precipitous, 1,000-meter
high
Sierra Mojada Range.
The Sierra Mojada Project site is situated
to the south of the village of Esmeralda, on the northern side of a major escarpment that forms the northern
margin of the Sierra Mojada
range. In general, the site is approximately 1,500 meters above sea level. The project is accessible by paved road from the city
of Torreon,
Coahuila, which lies approximately 250 kilometers to the south. Esmerelda is served by a rail spur of the Coahuila Durango railroad. There
is
an airstrip east of Esmeralda, although its availability is limited, and another airstrip at the nearby Peñoles plant, which
the Company can use occasionally.
The Sierra Mojada District has high voltage electric power supplied by the national power company, Comisión
Federal de Electricidad, C.F.E., and is
supplied water by the municipality of Sierra Mojada. Although power levels are sufficient for
current operations and exploration, future development of the
project, if any, may require additional power supplies to be sourced.
9 
 

 
Sierra Mojada Project facilities in Mexico include
offices, accommodation for employees, workshops, warehouse buildings and exploration equipment
located at Calle Mina #1, La Esmeralda,
Coahuila, Mexico.
The map below shows the
location of the Sierra Mojada Project:
 
 
 
10 
 

 
The map below shows the
concessions of the Sierra Mojada Project:
Property History
Silver and lead were first discovered by a
foraging party in 1879, and mining through 1886 consisted of native silver, silver chloride, and lead carbonate
ores. After 1886, silver-lead-zinc-copper
sulphide ores within limestone and sandstone units were produced. No accurate production history has been found
for historical mining
during this period.
Approximately 95 years ago, zinc silicate and
 zinc carbonate minerals (“Zinc Manto Zone”) were discovered underlying the silver-lead mineralized
horizon. The Zinc Manto
Zone is predominantly zinc dominated, but with subordinate lead-rich manto and is principally situated in the footwall rocks of
the Sierra
Mojada Fault System. Since discovery and until 1990, zinc, silver, and lead ores were mined from various mines along the strike of the
deposit,
including from the Sierra Mojada Property. Ores mined from within these areas were hand-sorted, and the concentrate shipped mostly
to smelters in the
United States.
Activity during the period of 1956 to 1990
consisted of operations by the Mineros Norteños and operations by individual owners and operators of pre-
existing mines. The Mineros
Norteños operated the San Salvador, Encantada, Fronteriza, Esmeralda, and Parrena mines, and shipped oxide zinc ore to Zinc
National’s
smelter in Monterrey, while copper and silver ore were shipped to smelters in Mexico and the United States.
It is estimated that over 45 mines have produced
ore from underground workings throughout the approximately five kilometers by two-kilometer area that
comprises the Sierra Mojada District.
It is estimated that since its discovery in 1879, the Sierra Mojada District has produced approximately 10 million tons
of silver, zinc,
lead and copper ore. The Sierra Mojada District does not have a mill to concentrate ore, and all mining conducted thus far has been limited
to selectively mined ore of sufficient grade to direct ship to smelters. The Company believes that mill-grade mineralization that was
not mined remains
available for extraction. No mining operations are currently active within the area of the Sierra Mojada District, except
for a dolomite quarry by Peñoles
near Esmeralda.
In the 1990s, Kennecott Copper Corporation
 (“Kennecott”) had a joint venture agreement with USMX, Inc. (“USMX”) involving its Sierra Mojada
concessions.
Kennecott terminated the joint venture in approximately 1995. Metalline entered into a Joint Exploration and Development Agreement with
USMX in July 1996 involving USMX’s Sierra Mojada concessions. In 1998, Metalline purchased the Sierra Mojada and the USMX concessions,
and the
joint exploration and development agreement was terminated. Metalline also purchased certain other concessions during this time
 and conducted
exploration for copper and silver mineralization from 1997 through 1999.
11 
 

 
Title and Ownership Rights
The Sierra Mojada Project is comprised of 20
concessions consisting of 6,496 hectares (about 16,052 acres). The Company periodically obtains additional
concessions in the Sierra Mojada
Project area, and whether it will continue to hold these additional concessions will depend on future exploration work and
exploration
results and its ability to obtain financing. As in prior years, the Company continually assesses its concession ownership, and may terminate
its
rights to certain concessions holdings.
Each mining concession enables Silver Bull
to explore the underlying concession in consideration for the payment of a semi-annual fee to the Mexican
government and completion of
certain annual assessment work. Annual assessment work in excess of statutory annual requirements can be carried forward
and applied to
future periods.
Ownership of a concession provides the owner
with exclusive exploration and exploitation rights to all minerals located on the concessions, but does not
include the surface rights
 to the real property. Therefore, the Company will need to negotiate any necessary agreements with the appropriate surface
landowners if
it is determined that a mining operation is feasible for the concessions. The Company owns surface rights to five lots in the Sierra Mojada
Property (Sierra Mojada lot #1, #3, #4, #6 and #7) but anticipates that it will be required to obtain additional surface rights if it
is determined that a mining
operation is feasible.
Geology and Mineralization
The Sierra Mojada concessions contain a mineral
system which can be separated into two distinct zones: a silver-rich zone (the “Silver Zone”) and a zinc-
rich zone (the “Zinc
Zone”). These two zones lie along the Sierra Mojada Fault which trends east–west along the base of the Sierra Mojada range.
The
majority of the mineralization identified to date is seen as oxide, which has been derived from primary “sulphide” bodies
that have been oxidized and
remained in situ or remobilized into porous and fractured rock along the Sierra Mojada Fault. The formation
of the Silver Zone and the Zinc Zone is a
reflection of the mobility of the metals in the ground water conditions at Sierra Mojada.
The geology of the Sierra Mojada District is
composed of a Cretaceous limestone and dolomite sequence sitting on top of the Jurassic “San Marcos” red
sediments. This sedimentary
sequence was subsequently intruded by Tertiary volcanics, which are considered to be responsible for the mineralization seen
at Sierra
Mojada. Historical mines are dry, and the rocks are competent for the most part. The Company believes that the thickness and attitude
of the
mineral resources could potentially be amenable to high volume mechanized mining methods and low-cost production.
Sierra Mojada Technical Report Summary
(2023)
On January
24, 2023, Archer, Cathro & Associates (1981) Limited and Timothy Barry delivered a technical report summary (the “Sierra Mojada
2023
TRS”) on the silver and zinc mineralization at the Sierra Mojada Project in accordance with subpart 1300 of Regulation S-K.
The Sierra Mojada 2023 TRS
supersedes the prior mineral resources estimate released by the Company on October 30, 2018. The Sierra Mojada
2023 TRS includes an update on the
silver and zinc mineralization which was estimated from 1,336 diamond
drill holes, 24 reverse circulation drill holes, 9,027 channel samples and 2,346
underground long holes. Using a net smelter return (“NSR”)
economic cut-off, the Sierra Mojada 2023 TRS indicates mineral resources in the optimized pit
of 70.4 million tonnes at an average silver
grade of 38.6 grams/tonne silver, an average zinc percentage of 3.4%, an average copper percentage of 0.04%
and an average lead percentage
of 0.3%. The Sierra Mojada Report used a $13.50/tonne NSR cut-off grade and assumed a silver price of $18.00/ounce and
a zinc price of
$1.20/pound based on a five year average.
Sampling, Analysis, Quality Control and
Security
The Company’s activities conform to mining
industry standard practices and follow the Best Practices Guidelines of the Canadian Institute of Mining,
Metallurgy, and Petroleum (CIM).
Sampling is directed and supervised by trained and experienced geologists. Drill core and other samples are processed
and logged using
industry standard methods. Standard samples, duplicates and blanks are periodically entered into the stream of samples submitted for
assays,
 and campaigns of re-sampling and duplicate analyses and round-robin inter-laboratory validations are conducted periodically. ALS Chemex
 –
Vancouver (“ALS Chemex”) laboratory is the Company’s independent primary laboratory. ALS Chemex is ISO 9001:2000
certified. All analytical results
that are used in resource models are exclusively from the independent primary laboratory.
Silver Bull’s consultants perform technical
 audits of its operations, including a formal quality assurance/quality control (“QA/QC”) program, and
recommend improvements
 as needed. A systematic program of duplicate sampling and assaying of representative samples from previous exploration
activities was
completed in 2010 under the direction and control of the Company’s consultants. Results of this study acceptably confirm the values
in the
project database used for resource modeling.
12 
 

 
The Company formerly operated a sample preparation
and an analytical laboratory at the project that prepared samples for shipment, performed QA/QC
analyses to ensure against cross-contamination
 of samples during preparation and removed most low-value samples from the flow to the primary
laboratory. For cost and other reasons,
the internal laboratory has been shut down.
Prior Exploration Activities
Exploration efforts have been focused on two
 primary locations: the Silver Zone and the Zinc Zone. As further described below, various exploration
activities have been conducted at
the Sierra Mojada Project; however, to date, the Company has not established any reserves, and the project remains in the
exploration
stage and may never enter the development stage.
Prior to 2008, exploration efforts largely
focused on the Zinc Zone with surface and underground drilling. In fiscal year 2009, exploration activities were
scaled back and administrative
costs were reduced to conserve capital while the Company tried to secure additional sources of capital resources.
After closing the transaction with Dome in
April 2010, exploration activities at Sierra Mojada primarily focused on the Silver Zone, which lies largely at
surface. By the end of
calendar 2018, approximately 101,000 meters of diamond drilling from surface and 10,000 meters of underground drilling had been
completed.
The silver contained within the Silver Zone
is seen primarily as silver halide minerals. The zinc contained within the Zinc Zone is contained mostly in the
mineral hemimorphite and,
to a lesser amount, in the mineral smithsonite.
2023 Exploration Activities
Due to the continuing blockade by Mineros Norteños
previously mentioned under the “Illegal Blockade” and the “Arbitration” sections of this Annual
Report on Form 10-K,
during the year ended October 31, 2023, no drilling was conducted as the drilling program remained halted.
Airborne
Geophysics
Between September 2018 and November 2018, a
5,297 line kilometer helicopter-borne Versatile Time Domain Electro Magnetic (VTEM) and Magnetic
Geophysical Survey was completed over
the Sierra Mojada Property. The results of this survey aided in refining the design of the drilling program.
Metallurgical Studies
In May 2015, a selection of high-grade zinc
material samples were shipped to a lab in Denver, Colorado for “fine bubble” flotation test work and to a group
in Australia
to assess their proprietary hydrometallurgy process. Previous test work completed by Silver Bull using mechanical flotation has shown
an 87%
recovery of zinc from the white zinc zone to produce a rough concentrate of 43% zinc, and a 72.5% recovery of zinc from the red
zinc zone to produce a
rough concentrate of 30% zinc. The “fine bubble” flotation test work that was performed did not improve
recovery, but based on analysis of the results, it
was determined that the “fine bubble” flotation test process may be able
to be adjusted to improve recovery. Further testing is not planned at this time.
In addition, a metallurgical program was previously
conducted to test the recovery of (i) the silver mineralization using the agitation cyanide leach method
and (ii) the zinc mineralization
using the SART process (sulfidization, acidification, recycling, and thickening). The test work on the Silver Zone focused
on cyanide
leach recovery of the silver using “Bottle Roll” tests to simulate an agitation leach system and to determine the recovery
of (A) low-grade zinc
that occurs in the Silver Zone and (B) high-grade zinc from the Zinc Zone that had been blended with mineralization
from the Silver-rich Zone to the leach
solution. The silver was recovered from the cyanide leach solution using the Merrill Crowe technique,
and the zinc was recovered from the leach solution
using the SART process. The SART process is a metallurgical process that regenerates
and recycles the cyanide used in the leaching process of the silver
and zinc and allows for the recovery of zinc that has been leached
by the cyanide solution. The results showed an overall average silver recovery of 73.2%,
with peak values of 89.0% and an overall average
zinc recovery of 44% in the Silver Zone.
Mineral Resources
Under S-K 1300, a mineral resource is
defined as “a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form,
grade or quality, and quantity that there are reasonable prospects for economic extraction.” A mineral resource is a
“reasonable estimate of mineralization,
taking into account relevant factors such as cut-off grade, likely mining dimensions,
location or continuity, that, with the assumed and justifiable technical
and economic conditions, is likely to, in whole or in part,
become economically extractable. It is not merely an inventory of all mineralization drilled or
sampled.” More information
supporting assumptions, methodologies, and procedures can be found in the Technical Report Summary incorporated by
reference in
Exhibit 96.1 to this Annual Report on Form 10-K.
 
13 
 

 
Sierra Mojada - Summary of Silver and Zinc
Mineral Resources at October 31, 2023
Based on $18.00/oz Silver and $1.20/lb Zinc
 
 
Grade
Contained
Metal
Cut-off
Metallurgical
Recovery
 
Tonnes
(Mt)
Ag
(g/t)
Zn
(%)
NSR
(%/t)
Ag
(Moz)
Zn
(Mlbs)
NSR
($/t)
Ag
Zn
Measured
Mineral Resources
52.0
39.2
4.0%
$44.3
65.5
4,589.3
$13.50
73.2%
44%
Indicated
Mineral Resources
18.4
37.0
1. 9%
$27.3
21.9
764.6
$13.50
73.2%
44%
Measured + Indicated Mineral
Resources
 
70.4
38.6
3.4%
$39.8
87.4
5,353.9
$13.50
73.2%
44%
Inferred Mineral Resources
0.1
8.8
6.4%
$52.3
0.02
10.7
$13.50
73.2%
44%
1)
S-K 1300 definitions were followed for the Mineral Resource.
2)
The Mineral Resource is reported within a conceptual pit-shell using an
NSR cut-off value of US$13.50/tonne.
3)
Mineral Resources are not reserves and do not demonstrate economic viability.
4)
Tonnages are reported to the nearest 100,000 tonne. Grades are rounded to
the nearest decimal place.
5)
Rounding as required by reporting guidelines may result in apparent summation
differences between tonnes, grade, and contained metal.
6)
Tonnages and grades are as reported directly from block model; with mined
out areas removed.
Competition and Mineral Prices
Mineral Prices
Silver and zinc are commodities, and their
prices are volatile. From January 1, 2023 to December 31, 2023 the price of silver ranged from a low of $20.09
per troy ounce
to a high of $26.03 per troy ounce, and from January 1, 2023 to December 31, 2023 the price of zinc ranged from a low of $2,404 per
tonne
to a high of $3,309 per tonne. Silver and zinc prices are affected by many factors beyond the Company’s control, including
prevailing interest rates and
returns on other asset classes, expectations regarding inflation, speculation, currency values, governmental
decisions regarding the disposal of precious
metals stockpiles, global and regional demand and production, political and economic conditions
and other factors. The competitive nature of the business
and the risks faced are discussed further in the “Risk Factors –
Risks Related to the Company’s Business” section below.
The following tables set forth, for the periods
indicated, high and low silver and zinc prices on the London Metal Exchange in U.S. dollars per troy ounce
and per tonne, respectively.
On October 31, 2023, the closing price of silver was $23.20 per troy ounce. On October 31, 2023, the closing price of zinc
was
$2,448 per tonne.
 
 
Silver
(per troy ounce)
Year
 
High
 
Low
2016
 
$20.71
 
$13.58
2017
 
$18.56
 
$15.22
2018
 
$17.52
 
$13.97
2019
 
$19.31
 
$14.38
2020
 
$28.89
 
$12.00
2021
 
$29.58
 
$21.52
2022
 
$26.17
 
$17.77
2023
 
$26.03
 
$20.09
 
 
 
 
 
 
 
Zinc
(per tonne)
Year
 
High
 
Low
2016
 
$2,566
 
$1,520
2017
 
$3,264
 
$2,573
2018
 
$3,533
 
$2,434
2019
 
$2,932
 
$2,272
2020
 
$2,780
 
$1,903
2021
 
$3,399
 
$2,705
2022
 
$4,360
 
$2,967
2023
 
$3,309
 
$2,404
 
 
14 
 

 
 
Competition
The mining industry is highly competitive.
Silver Bull competes with other mining and exploration companies in the acquisition and exploration of mineral
properties. There is competition
 for a limited number of mineral property acquisition opportunities, some of which is with other companies having
substantially greater
financial resources, staff and facilities than the Company does. As a result, there may be difficulty acquiring attractive exploration
properties, staking claims related to the Company’s properties and exploring properties. The Company’s competitive position
depends upon its ability to
successfully and economically acquire and explore new and existing mineral properties.
Government Regulation
Mineral exploration activities are subject
to various national, state/provincial, and local laws and regulations, which govern prospecting, development,
mining, production, exports,
taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances
and other
matters. Similarly, if any of the Company’s properties are developed and/or mined, those activities are also subject to significant
governmental
regulation and oversight. Silver Bull plans to obtain the licenses, permits and other authorizations currently required to
conduct its exploration programs.
The Company believes that it is in compliance in all material respects with applicable mining, health,
safety and environmental statutes and the regulations
applicable to the mineral interests held in Mexico.
Environment Regulations
The Company’s activities are subject
 to various national and local laws and regulations governing protection of the environment. These laws are
continually changing and, in
general, are becoming more restrictive. Silver Bull intends to conduct business in a way that safeguards public health and the
environment
and is in compliance with applicable laws and regulations.
Changes to current state or federal laws and
regulations in Mexico could, in the future, require additional capital expenditures and increased operating
and/or reclamation costs.
Although the Company is unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory
requirements
could impact the economics of its projects.
During fiscal year 2023, Silver Bull had no
material environmental incidents or non-compliance with any applicable environmental regulations.
Employees
Silver Bull has two employees. Minera Metalin,
its wholly-owned operating subsidiary in Mexico, currently has one full-time employee.
Corporate Offices
Silver Bull’s corporate office is located
at 777 Dunsmuir Street, Suite 1605, Vancouver, British Columbia, Canada V7Y 1K4, telephone number is (604)
687-5800.
Available Information
The Company maintains a website at http://www.silverbullresources.com.
The information on the website is not incorporated by reference in this Annual
Report on Form 10-K. The Company makes available
on or through its website certain reports and amendments to those reports that are filed with or
furnished to the SEC in accordance
with the Exchange Act. Readers may also obtain this information from the SEC’s website, http://www.sec.gov.
 
15 
 

 
 
Item 1A. RISK FACTORS
A purchase of the Company’s securities
involves a high degree of risk. The Company’s business or operating or financial condition could be harmed due to
any of the following
 risks. Accordingly, investors should carefully consider these risks in making a decision as to whether to purchase, sell or hold
securities
of the Company. In addition, investors should note that the risks described below are not the only risks facing the Company. Additional
risks not
presently known to the Company, or risks that do not seem significant today, may impair business operations in the future. Readers
 should carefully
consider the risks described below, as well as the other information contained in this Annual Report on Form 10-K
and the documents incorporated by
reference herein, before making a decision to invest in securities of the Company.
Risk factors are grouped into the following
categories:
Risks Relating to the Company’s Business;
Risks Relating to the Mineral Exploration Industry; and
Risks Relating to the Company’s Common Stock;
RISKS RELATING TO THE COMPANY’S BUSINESS:
There is substantial doubt about whether
the Company can continue as a going concern.
To date, the Company has earned no revenues
and has incurred accumulated net losses of $138,645,000. In addition, the Company has limited financial
resources. As of October 31,
2023, the Company had cash and cash equivalents of $1,009,000 and working capital of $434,000. Continuation as a going
concern
is dependent upon the continued payment of Arbitration-related costs by Bench Walk 23P, L.P., a Delaware limited partnership (“Bench
Walk”),
under the Funding Agreement and achieving future financing or strategic transactions. However, there is no assurance
that the Funding Agreement will not
be terminated or that the Company will have the ability to be successful pursuing a financing
or strategic transaction. Accordingly, there is substantial
doubt as to whether existing cash resources and working capital are
sufficient to enable the Company to continue its operations for the next 12 months as a
going concern. Ultimately, in the event
that the Funding Agreement is terminated, and the Company cannot obtain additional financial resources, or achieve
profitable operations,
it may have to liquidate its business interests and investors may lose their investment. The accompanying consolidated financial
statements have been prepared assuming that the Company will continue as a going concern. The consolidated financial statements
do not include any
adjustments that may result from the outcome of this uncertainty. Such adjustments could be material.
The Company may have difficulty meeting
its current and future capital requirements.
The Company’s management
and the board of directors monitor overall costs and expenses and, if necessary, adjust programs and planned expenditures in
an attempt
to ensure that the Company has sufficient operating capital. The Company continues to evaluate its costs and planned expenditures for
its
ongoing Arbitration and exploration efforts at the Sierra Mojada Project. Even with the Funding Agreement in place to cover the costs
of the Arbitration
process, and additional financial resources from the recently closed private placement, the continued exploration and
possible development of the Sierra
Mojada Project and the Arbitration claim may require significant amounts of additional capital. If
the Company is unable to fund future operations by way
of financings, including public or private offerings of equity or debt securities,
it will need to reorganize or significantly reduce its operations, which may
result in an adverse impact on the Company’s business,
financial condition and exploration activities. The Company does not have a credit, off-take or
other commercial financing arrangement
in place that would finance continued evaluation or development of the Sierra Mojada Project, and the Company
believes that securing credit
for this project may be difficult. Moreover, equity financing may not be available on attractive terms and, if available, will
likely
result in significant dilution to existing stockholders.
The Company is a mineral exploration
stage company with no history of operations.
While exploration efforts to date have demonstrated
positive results, the Company remains an exploration stage enterprise engaged in mineral exploration
in Mexico. The Company has a very
limited operating history and is subject to all the risks inherent in a new business enterprise. To date, the Company has
had no revenues
and has relied upon equity financing, South32 funding and sales of investments to fund its operations. The likelihood of success must
be
considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with an
 exploration stage
business, and the competitive and regulatory environment in which the Company operates and will operate, such as under-capitalization,
 personnel
limitations, and limited financing sources.
16 
 

 
Mineral resource estimates may not be
reliable.
There are numerous uncertainties inherent in
 estimating quantities of mineral resources such as silver, zinc, lead, and copper, including many factors
beyond the Company’s control,
and no absolute assurance can be given that the recovery of mineral resources will be realized as projected. In general,
estimates of
mineral resources are based upon a number of factors and assumptions made as of the date on which the estimates were determined, including:
geological and engineering estimates that have inherent uncertainties;
the assumed effects of regulation by governmental agencies;
the judgment of the engineers preparing the estimate;
estimates of future metals prices and operating costs;
the quality and quantity of available data;
the interpretation of that data; and
the accuracy of various mandated economic assumptions, all of which may vary considerably
from actual results.
All estimates are, to some degree, uncertain.
For these reasons, estimates of the recoverable mineral resources prepared by different engineers or by the
same engineers at different
 times may vary. As such, there is uncertainty in any mineral resource estimate, and actual deposits encountered and the
economic viability
of a deposit may differ from the Company’s estimates.
The Company’s business plan is
highly speculative, and its success largely depends on the successful exploration of the Sierra Mojada concessions.
The Company’s business plan has been
focused on exploring the Sierra Mojada concessions to identify reserves and, if appropriate, to ultimately develop
each property. Although
the Company has reported mineral resources on the Sierra Mojada Project, it has not established any reserves and remains in the
exploration
stage. The Company may never enter the development or production stage. Exploration of mineralization and determination of whether the
mineralization might be extracted profitably is highly speculative, and it may take a number of years until production is possible, during
which time the
economic viability of the project may change. Substantial expenditures are required to establish reserves, extract metals
from ore and construct mining and
processing facilities.
The Sierra Mojada Project is subject to all
 of the risks inherent in mineral exploration and development. The economic feasibility of any mineral
exploration and/or development project
is based upon, among other things, estimates of the size and grade of mineral reserves, proximity to infrastructures
and other resources
(such as water and power), anticipated production rates, capital and operating costs, and metals prices. To advance from an exploration
project to a development project, the Company will need to overcome various hurdles, including completing favorable feasibility studies,
 securing
necessary permits, and raising significant additional capital to fund activities. There can be no assurance that the Company
 will be successful in
overcoming these hurdles. Because of the Company’s focus on the Sierra Mojada Project and its proximity to
Torreon, Mexico, the success of its operations
and profitability may be disproportionately exposed to the impact of adverse conditions
unique to the region.
 
17 
 

 
Due to the Company’s history of
operating losses, it is uncertain that it will be able to maintain sufficient cash to accomplish its business objectives.
During the fiscal years ended October 31,
2023 and 2022, the Company incurred net losses of $1,251,000 and $3,168,000 respectively. At October 31,
2023, the Company had stockholders’
equity of $5,592,000 and cash and cash equivalents of $1,009,000. If the Blockade is resolved, significant amounts
of capital would be
required to continue to explore and potentially develop the Sierra Mojada concessions. The Company is not engaged in any revenue
producing
activities and does not expect to be in the near future. Currently, potential sources of funding consist of the sale of additional equity
securities,
entering into joint venture agreements or selling a portion of the Company’s interests in its assets. There is no assurance
that any additional capital that the
Company will require will be obtainable on terms acceptable to it, if at all. Failure to obtain such
additional financing could result in delays or indefinite
postponement of further exploration of the projects. Additional financing, if
available, will likely result in substantial dilution to existing stockholders.
Exploration activities require significant
amounts of capital that may not be recovered.
Mineral exploration activities are subject
to many risks, including the risk that no commercially productive or extractable resources will be encountered.
There can be no assurance
that the Company’s activities will ultimately lead to an economically feasible project or that it will recover all or any portion
of
its investment. Mineral exploration often involves unprofitable efforts, including drilling operations that ultimately do not further
exploration efforts. The
cost of minerals exploration is often uncertain, and cost overruns are common. Drilling and exploration operations
may be curtailed, delayed or canceled as
a result of numerous factors, many of which are beyond the Company’s control, including
title problems, weather conditions, protests, compliance with
governmental requirements, including permitting issues, and shortages or
delays in the delivery of equipment and services.
The Company’s financial condition
could be adversely affected by changes in currency exchange rates, especially between the U.S. dollar and each of
the Mexican peso (“$MXN”)
and the Canadian dollar (“$CDN”) given its focus on the Sierra Mojada Project in Mexico and the corporate office in
Vancouver,
Canada.
The Company’s financial condition is
 affected in part by currency exchange rates, as portions of its exploration costs in Mexico and general and
administration costs in Canada
are denominated in the local currency. A weakening U.S. dollar relative to the $MXN and $CDN will have the effect of
increasing exploration
costs and general and administration costs while a strengthening U.S. dollar will have the effect of reducing exploration costs and
general
and administration costs. The exchange rates between the $CDN and the U.S. dollar and between the $MXN and U.S. dollar have fluctuated
widely
in response to international political conditions, general economic conditions and other factors beyond the Company’s control.
The
Company shares certain key officers and directors with Arras, which means that those officers do not devote their full time and attention
to its
affairs, and the overlap may give rise to conflicts of interest.
The Company’s Chief Executive Officer
and President, Timothy Barry and Chief Financial Officer, Christopher Richards also serve as President and Chief
Executive Officer, and
Chief Financial Officer of Arras, respectively. As a result, the Company’s executive officers do not devote their full time and
attention to the Company’s affairs. There may be circumstances in which the Company’s executive officers are compelled to
spend a significant portion of
their time and attention to Arras’ affairs, which may mean that they are unable to devote sufficient
 time to the Company’s affairs. Furthermore, the
Company’s Chairman, Brian Edgar, also serves as Chairman of Arras, and Timothy
Barry is also a director of Arras. The overlapping officers and directors
may have actual or apparent conflicts of interest with respect
to matters involving or affecting each company. For example, conflicts may arise if there are
issues or disputes under commercial arrangements
that may exist between Arras and the Company. Any failure of the directors or officers of the Company
to address these conflicts in an
appropriate manner or to allocate opportunities that they become aware of to the Company could have a material adverse
effect on the Company’s
business, financial condition, results of operations, cash flows or prospects.
The Company needs and relies upon key
personnel.
Presently, the Company employs a limited number
of full-time employees, utilizes outside consultants, and in large part relies on the efforts of its officers
and directors. Success will
depend, in part, upon the ability to attract and retain qualified employees. In particular, the Company has only two executive
officers:
Timothy Barry and Christopher Richards, and the loss of the services of either of these would adversely affect the Company’s business.
The Company is exposed to information
systems and cybersecurity risks.
The Company’s information systems (including
 those of any of its counterparties) may be vulnerable to the increasing threat of continually evolving
cybersecurity risks. Unauthorized
parties may attempt to gain access to these systems or information through fraud or other means of deception. The
Company’s operations
depend, in part, on how well it and its counterparties protect networks, equipment, information technology systems and software
against
damage from threats. The failure of information systems or a component of information systems could, depending on the nature of any such
failure,
adversely impact the Company’s reputation and results of operations. There can be no assurance that the Company or its
counterparties will not incur such
losses in the future. The Company’s risk and exposure to these matters cannot be fully mitigated
because of, among other things, the evolving nature of
these threats. As a result, cybersecurity and the continued development and enhancement
of controls, processes and practices designed to protect systems,
computers, software, data and networks from attack, damage or unauthorized
access remain an area of attention.
18 
 

 
RISKS RELATING TO THE MINERAL EXPLORATION
INDUSTRY:
There are inherent risks in the mineral
exploration industry.
The Company is subject to all of the risks
inherent in the minerals exploration industry, including, without limitation, the following:
competition from a large number of companies, most of which are significantly larger than
the Company, in the acquisition, exploration, and
development of mining properties;
the possible inability to raise enough money to pay the fees and taxes and perform the labor
necessary to maintain the Company’s concessions in
good status;
exploration for minerals is highly speculative, involves substantial risks and is frequently
unproductive, even when conducted on properties known
to contain significant quantities of mineralization, and the Company’s exploration
projects may not result in the discovery of commercially
mineable deposits of ore;
the probability of an individual prospect ever having reserves that meet the requirements
for reporting under S-K 1300 is remote, and any funds
spent on exploration may be lost;
the Company’s operations are subject to a variety of existing laws and regulations
relating to exploration and development, permitting procedures,
safety precautions, property reclamation, employee health and safety,
air quality standards, pollution and other environmental protection controls,
and it may not be able to comply with these regulations
and controls; and
a large number of factors beyond the Company’s control, including fluctuations in
metal prices, inflation, and other economic conditions, will affect
the economic feasibility of mining.
Metals prices are subject to extreme
fluctuation.
The Company’s activities are influenced
by the prices of commodities, including silver, zinc, lead, copper and other metals. These prices fluctuate widely
and are affected by
numerous factors beyond the Company’s control, including interest rates, expectations for inflation, speculation, currency values
(in
particular, the strength of the U.S. dollar), global and regional demand, political and economic conditions and production costs in
major metal-producing
regions of the world.
The Company’s ability to establish reserves
through its exploration activities, its future profitability and long-term viability depend, in large part, on the
market prices of silver,
zinc, lead, copper and other metals. The market prices for these metals are volatile and are affected by numerous factors beyond the
Company’s
control, including:
global or regional consumption patterns;
supply of, and demand for, silver, zinc, lead, copper and other metals;
speculative activities and producer hedging activities;
expectations for inflation;
political and economic conditions; and
supply of, and demand for, consumables required for production.
Future weakness in the global economy could
increase volatility in metals prices or depress metals prices, which could in turn reduce the value of the
Company’s properties,
make it more difficult to raise additional capital, and make it uneconomical for it to continue its exploration activities.
19 
 

 
There are inherent risks with foreign
operations.
The Company’s business activities are
primarily conducted in Mexico, and as such, its activities are exposed to various levels of foreign political, economic
and other risks
 and uncertainties. These risks and uncertainties include, but are not limited to, terrorism, hostage taking, military repression, extreme
fluctuations in currency exchange rates, high rates of inflation, labor unrest, war or civil unrest, expropriation and nationalization,
 renegotiation or
nullification of existing concessions, licenses, permits, approvals and contracts, illegal mining, changes in taxation
 policies, restrictions on foreign
exchange and repatriation, changing political conditions (including, potential instability if the United
States or Mexico withdraws from the United States-
Mexico-Canada Agreement), currency controls and governmental regulations that favor
or require the rewarding of contracts to local contractors or require
foreign contractors to employ citizens of, or purchase supplies
from, a particular jurisdiction.
Changes, if any, in mining or investment policies
or shifts in political attitude in Mexico may adversely affect the Company’s exploration and possible
future development activities.
The Company may also be affected to varying degrees by government regulations with respect to, but not limited to, foreign
investment,
maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety. Failure to comply
strictly
with applicable laws, regulations and local practices relating to mineral right applications and tenure could result in loss,
reduction or expropriation of
entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried
or other interests.
The occurrence of these various factors and
uncertainties cannot be accurately predicted and could have an adverse effect on the Company’s operations. In
addition, legislation
in the United States, Canada or Mexico regulating foreign trade, investment and taxation could have a material adverse effect on the
Company’s
financial condition.
The Sierra Mojada Project is located
in Mexico and is subject to varying levels of political, economic, legal and other risks.
The Sierra Mojada Project is in Mexico. Mexico
has been subject to political instability, changes and uncertainties that have resulted in changes to existing
governmental regulations
affecting mineral exploration and mining activities. Mexico’s status as a developing country may make it more difficult for the
Company to obtain any required financing for the Sierra Mojada Project or other projects in Mexico in the future. The Sierra Mojada Project
is also subject
to a variety of governmental regulations governing health and worker safety, employment standards, waste disposal, protection
 of historic and
archaeological sites, mine development, protection of endangered and protected species and other matters. Mexican regulators
have broad authority to shut
down and/or levy fines against facilities that do not comply with regulations or standards.
The Company’s exploration activities
in Mexico have been adversely affected by changing government regulations relating to the mining industry and
shifts in political conditions
that have impacted the Company’s ability to continue to advance the Sierra Mojada Project. Additional changes, if any, in
mining
or investment policies or shifts in political attitude may adversely affect the Company’s financial condition. Expansion of the
Company’s activities
will be subject to the need to obtain sufficient access to adequate supplies of water and assure the availability
of sufficient power and surface rights that
could be affected by government policy and competing operations in the area.
The Company also has litigation risk with respect
to its operations. See Part I, Item 3 – Legal Proceedings of this Annual Report on Form 10-K for an
explanation of material
legal proceedings to which Silver Bull or its subsidiaries have been a party.
The occurrence of these various factors and
uncertainties cannot be accurately predicted and could have an adverse effect on the Company’s financial
condition. Future changes
in applicable laws and regulations or changes in their enforcement or regulatory interpretation could negatively impact current or
planned
exploration activities with the Sierra Mojada Project or in respect to any other projects in which the Company becomes involved in Mexico.
Any
failure to comply with applicable laws and regulations, even if inadvertent, could result in the interruption of exploration operations
or material fines,
penalties or other liabilities.
Title to the Company’s properties
may be challenged or defective.
The Company’s future operations,
including any activities at the Sierra Mojada Project and other exploration activities, will require additional permits from
various
governmental authorities. The Company’s operations are and will continue to be governed by laws and regulations governing
prospecting, mineral
exploration, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use,
environmental protection, mine safety, mining
royalties and other matters. There can be no assurance that the Company will be able
 to acquire all required licenses, permits or property rights on
reasonable terms or in a timely manner, or at all, that such terms
will not be adversely changed, that required extensions will be granted, or that the issuance
of such licenses, permits or property
rights will not be challenged by third parties.
The Company attempts to confirm the validity
of its rights of title to, or contract rights with respect to, each mineral property in which it has a material
interest. However, the
Company cannot guarantee that title to its properties will not be challenged. The Sierra Mojada Property may be subject to prior
unregistered
agreements, interests or native land claims, and title may be affected by undetected defects. There may be valid challenges to the title
of any of
the claims comprising the Sierra Mojada Property that, if successful, could impair possible development and/or operations with
respect to such properties in
the future. Challenges to permits or property rights (whether successful or unsuccessful), changes to the
terms of permits or property rights, or a failure to
comply with the terms of any permits or property rights that have been obtained could
have a material adverse effect on business by delaying or preventing
or making continued operations economically unfeasible.
20 
 

 
A title defect could result in Silver Bull
losing all or a portion of its right, title, and interest to and in the properties to which the title defect relates. Title
insurance
 generally is not available, and the Company’s ability to ensure that it has obtained secure title to individual mineral properties
 or mining
concessions may be severely constrained. In addition, the Company may be unable to operate its properties as permitted or to
enforce its rights with respect
to its properties. The Company annually monitors the official mining records in Mexico City to determine
if there are annotations indicating the existence
of a legal challenge against the validity of any of its concessions. As of January 2024,
and to the best of the Company’s knowledge, there are no such
annotations, nor is the Company aware of any challenges from the government
or from third parties, except for the matters described in Part I, Item 3 –
Legal Proceedings.
In addition, in connection with the purchase
of certain mining concessions, Silver Bull agreed to pay a net royalty interest on revenue from future mineral
sales on certain concessions
at the Sierra Mojada Project, including concessions on which a significant portion of its mineral resources are located. The
aggregate
amount payable under this royalty is capped at $6.875 million (the “Royalty”), an amount that will only be reached if there
is significant future
production from the concessions. As noted in Part I, Item 3 (Legal Proceedings), this Royalty is currently the subject
of a dispute with a local cooperative.
In addition, records from prior management indicate that additional royalty interests may have
been created, although the continued applicability and scope
of these interests are uncertain. The existence of these royalty interests
 may have a material effect on the economic feasibility of potential future
development of the Sierra Mojada Project.
The Company is subject to complex environmental
and other regulatory risks, which could expose it to significant liability and delay and potentially the
suspension or termination of
exploration efforts.
The Company’s mineral exploration activities
 are subject to federal, state and local environmental regulations in the jurisdictions where its mineral
properties are located. These
regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also
set forth
limitations on the generation, transportation, storage and disposal of solid and hazardous waste. No assurance can be given that environmental
standards imposed by these governments will not be changed, thereby possibly materially adversely affecting the Company’s proposed
 activities.
Compliance with these environmental requirements may also necessitate significant capital outlays or may materially affect
the Company’s earning power.
Environmental legislation is evolving in a
manner that will require stricter standards and enforcement, increased fines and penalties for non-compliance,
more stringent environmental
assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors and
employees.
As a result of recent changes in environmental laws in Mexico, for example, more legal actions supported or sponsored by non-governmental
groups interested in halting projects may be filed against companies operating in all industrial sectors, including the mining sector.
Mexican projects are
also subject to the environmental agreements entered into by Mexico, the United States and Canada in connection with
the United States-Mexico-Canada
Agreement.
Future changes in environmental regulations
in the jurisdictions where the Company’s projects are located may adversely affect its exploration activities,
make them prohibitively
expensive, or prohibit them altogether. Environmental hazards may exist on the properties in which the Company currently holds
interests,
such as the Sierra Mojada Project, or may hold interests in the future, that are unknown to it at present and that have been caused by
it or previous
owners or operators, or that may have occurred naturally. The Company may be liable for remediating any damage that it
may have caused. The liability
could include costs for removing or remediating the release and damage to natural resources, including
ground water, as well as the payment of fines and
penalties.
The Company’s industry is highly
competitive, attractive mineral properties and property concessions are scarce, and it may not be able to obtain
quality properties or
concessions.
The Company competes with other mining and
 exploration companies in the acquisition of mineral properties and property concessions. There is
competition for a limited number of
attractive mineral property acquisition opportunities, some of which is with other companies having substantially
greater financial resources,
staff and facilities than the Company. As a result, the Company may have difficulty acquiring quality mineral properties or
property concessions.
The Company may face a shortage of water.
Water is essential in all phases of the exploration
and development of mineral properties. It is used in such processes as exploration, drilling, leaching,
placer mining, dredging, testing,
and hydraulic mining. Both the lack of available water and the cost of acquisition may make an otherwise viable project
economically impossible
to complete. In November 2013, Silver Bull was granted the right to exploit up to 3.5 million cubic meters of water per year from
six
different well sites by the water regulatory body in Mexico, La Comisión Nacional del Agua, but it has yet to be determined if
the six well sites can
produce this much water over a sustained period of time.
21 
 

 
The Company’s non-operating properties
are subject to various hazards.
The Company is subject to risks and hazards,
including environmental hazards, possible encounters with unusual or unexpected geological formations,
cave-ins, flooding and earthquakes,
and periodic interruptions due to inclement or hazardous weather conditions. These occurrences could result in damage
to, or the destruction
of, mineral properties or future production facilities, personal injury or death, environmental damage, delays in exploration activities,
asset write-downs, monetary losses and possible legal liability. The Company may not be insured against all losses or liabilities, either
 because such
insurance is unavailable or because it has elected not to purchase such insurance due to high premium costs or other reasons.
Although the Company
maintains insurance in an amount that it considers to be adequate, liabilities might exceed policy limits, in which
event the Company could incur significant
costs that could adversely affect its activities. The realization of any significant liabilities
in connection with the Company’s activities as described above
could negatively affect its activities and the price of its common
stock.
RISKS RELATING TO THE COMPANY’S COMMON
STOCK:
Further equity financings may lead to
the dilution of the Company’s common stock.
In order to finance future operations, the
Company may raise funds through the issuance of common stock or the issuance of debt instruments or other
securities convertible into
common stock. The Company cannot predict the size of future issuances of common stock or the size and terms of future
issuances of debt
instruments or other securities convertible into common stock or the effect, if any, that future issuances and sales of the Company’s
securities will have on the market price of its common stock. Any transaction involving the issuance of previously authorized but unissued
shares, or
securities convertible into common stock, would result in dilution, possibly substantial, to present and prospective security
holders. Demand for equity
securities in the mining industry has been weak; therefore, equity financing may not be available on attractive
terms and, if available, will likely result in
significant dilution to existing shareholders.
No dividends are anticipated.
At the present time, the Company does not anticipate
paying dividends, cash or otherwise, on its common stock in the foreseeable future. Future dividends
will depend on the Company’s
 earnings, if any, its financial requirements and other factors. There can be no assurance that the Company will pay
dividends.
The Company’s stock price can be
very volatile.
The common stock of the Company is listed on
the TSX and trades on the OTCQB. The trading price of the Company’s common stock has been, and could
continue to be, subject to
wide fluctuations in response to announcements of its business developments, results and progress of its exploration activities at
the
Sierra Mojada Project, progress reports on its exploration activities, and other events or factors. In addition, stock markets have experienced
significant
price volatility in recent months and years. This volatility has had a substantial effect on the share prices of companies,
at times for reasons unrelated to
their operating performance. These fluctuations could be in response to:
volatility in metal prices;
political developments in the foreign countries in which its properties are located; and
news reports relating to trends in the industry or general economic conditions.
These broad market and industry fluctuations
may adversely affect the price of the Company’s common stock, regardless of its operating performance.
The Company cannot make any predictions or
projections as to what the prevailing market price for its common stock will be at any time, including as to
whether its common stock
will achieve or remain at levels at or near its offering price, or as to what effect the sale of shares or the availability of common
stock for sale at any time will have on the prevailing market price.
 
22 
 

 
Item 1B.
UNRESOLVED STAFF COMMENTS
None.
Item 1C. CYBERSECURITY
Not applicable.
Item 3.
LEGAL PROCEEDINGS
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 6% per annum since August 30, 2004, even though no revenue has been
produced from the applicable mining concessions. It also sought payment of wages to the cooperative’s members since August 30,
2004, even though none
of the individuals were hired or performed work for Minera Metalin under this agreement and Minera Metalin did
 not commit to hiring them. On
January 19, 2015, the case was moved to the Third District Court (of federal jurisdiction). On October 4,
2017, the court ruled that Mineros Norteños was
time barred from bringing the case. On October 19, 2017, Mineros Norteños
appealed this ruling. On July 31, 2019, the Federal Appeals Court upheld the
original ruling. This ruling was subsequently challenged
by Mineros Norteños and on January 24, 2020, the Federal Circuit Court ruled that the Federal
Appeals Court must consider
additional factors in its ruling. In March 2020, the Federal Appeals Court upheld the original ruling after considering these
additional
factors. In August 2020, Mineros Norteños appealed this ruling, which appeal the Company timely responded and objected to on October 5,
2020. On March 26, 2021, the Federal Circuit Court issued a final and conclusive resolution, affirming the Federal Appeals Court decision.
Despite the
judgments in favour of the Company, Mineros Norteños has continued to block access to the facilities at Sierra Mojada
since September 2019.  The
Company has filed criminal complaints with the State of Coahuila, federal and state authorities have been
 contacted to intervene and terminate the
blockade, and the Company has attempted to negotiate with Mineros Norteños, without resolution
to date. The Company has not accrued any amounts in its
consolidated financial statements with respect to this claim.
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 $5.9
million for the alleged breach of the agreement. On
April 28, 2016, Minera Metalin filed its response to the complaint, asserting various
defenses, including that Minera Metalin terminated the agreement
before the payment obligations arose and that certain conditions precedent
to such payment obligations were never satisfied by Valdez. The Company and
its Mexican legal counsel asserted all applicable defenses.
In May 2017, a final judgment was entered finding for the Company, the defendant, acquitting it
of all of the plaintiff’s claims
and demands. However, due to a technicality in an early procedural act, Valdez was allowed to, and did, challenge the
judgment before
a local Appeals Court. On October 1, 2020, the Appeals Court entered a resolution overturning the previous judgment and entering
a
resolution in favor of Valdez in the amount of $5 million, plus court costs. In November 2020, the judgment of the Appeals Court was
timely challenged by
the Company by means of an “Amparo” lawsuit (Constitutional protection) before a Federal Circuit Court.
In June 2021, the Federal Circuit Court ruled in
favor of the plaintiff. In consultation with the Company’s Mexican legal counsel,
the Company believes these judgments are contrary to applicable law. No
efforts have been made by the plaintiff to enforce the Appeals
Court resolution, and in the event such efforts are undertaken, the Company intends to assert
a variety of further defenses. The Company
believes the likelihood of the plaintiff succeeding in collecting any amount on this claim is remote, as such it
has not accrued any amounts
in the consolidated financial statements with respect to this claim.
23 
 

 
ICSID Arbitration
On March 2, 2023, the Company filed a NAFTA
Notice of Intent to seek compensation for losses arising out of the illegal blockade of the Sierra Mojada
Property by Mineros Norteños
and Mexico’s unlawful conduct in respect of the blockade.
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.
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 ICSID.
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 consolidated
financial statements with respect to this claim.
See Note 16 – Commitments and Contingencies
to the Company’s consolidated financial statements.
Item 4.
MINE SAFETY DISCLOSURES
Not applicable.
 
24 
 

 
PART II
Item 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY
SECURITIES
Market Information
From May 2, 2011 to June 28, 2015,
Silver Bull’s common stock traded on the NYSE MKT (the predecessor stock exchange to the NYSE American) under
the symbol “SVBL.”
On June 5, 2015, the Company announced its decision to voluntarily delist its shares of common stock from the NYSE MKT due to
costs
associated with the continued listing and NYSE MKT exchange rules regarding maintenance of a minimum share price. On June 29, 2015,
Silver Bull
shares began trading on the OTCQB marketplace operated by OTC Markets Group. Since August 26, 2010, the Company’s
common stock has been trading
on the TSX under the symbol “SVB.”
The sales prices on the OTCQB reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not necessarily represent actual
transactions.
Holders
As of January 26, 2024, there were 262
holders of record of the Company’s common stock. This does not include persons or entities that hold common
stock in brokerage
accounts or otherwise in “street name.”
Dividends
The Company has not declared or paid any cash
dividends on its common stock during the last two fiscal years. The Company has no plans to pay any cash
dividends in the foreseeable
future.
Securities Authorized for Issuance Under
Equity Compensation Plans
As of October 31, 2023, the Company had
one formal equity compensation plan under which equity securities were authorized for issuance to its officers,
directors, employees and
consultants: the 2019 Stock Option and Stock Bonus Plan (the “2019 Plan”). The 2019 Plan was adopted by the board of directors
in February 2019 and approved by the shareholders in April 2019. The 2019 Plan was amended by the board of directors in February 2022,
and the
amendment was approved by shareholders in April 2022 (the “Amended 2019 Plan”). Under the Amended 2019 Plan, the lesser
of (i) 15,000,000 shares or
(ii) 10% of the total shares outstanding will be reserved to be issued upon the exercise of options or the
grant of stock bonuses. As of October 31, 2023,
there were 2,436,565 shares reserved for issuance under the Amended 2019 Plan.
The following table gives information about
the Company’s common stock that may be issued upon the exercise of options, warrants and rights under its
compensation plans as
of October 31, 2023.
Plan Category
 
Number
of securities
to be issued upon exercise
of outstanding options
and rights
 
Weighted
average exercise
price of outstanding
options and rights
 
Number
of securities
remaining available
for
future issuance
 
   
   
   
Equity compensation plans approved
by security holders
 
2,300,000
 
$0.22
 
2,436,565
 
   
   
   
Total
 
2,300,000
 
$0.22
 
2,436,565
 
Recent Sales of Unregistered Securities
and Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Recent Sales of Unregistered Securities
 
On October 30, 2023,
the Company completed a private placement of an aggregate of 11,685,000 units at a purchase price of $CDN 0.11 per unit (the
“$CDN
0.11 Unit”) for aggregate gross proceeds of approximately $929,786 ($CDN 1,285,350). Each $CDN 0.11 Unit consists of one share of
common
stock and one half of one transferable common stock purchase warrant (each whole warrant, a “$CDN 0.13 Warrant”). 
Each $CDN 0.13 Warrant entitles
the holder thereof to acquire one share of common stock at a price of $CDN 0.13 until October 30, 2028.
The Company paid finder’s fees totaling $14,210
to agents with respect to certain purchasers who were introduced by these agents.
The Company relied on the exemption from registration under Section
4(a)(2) of the Securities Act or Rule 506 of Regulation D, or Regulation
S, for purposes of the $CDN 0.11 Unit private placement. 
 
25 
 

 
 
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 6.
[RESERVED]
Item 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Business Overview
Silver Bull, incorporated in Nevada, is an
exploration stage company, engaged in the business of mineral exploration. The Company’s primary objective is
to define sufficient
mineral reserves on the Sierra Mojada Property to justify the development of a mechanized mining operation. Operations in Mexico are
conducted
 through the Company’s wholly-owned Mexican subsidiaries, Minera Metalin and Minas. However, as noted above, Silver Bull has not
established any reserves at the Sierra Mojada Property, is in the exploration stage and may never enter the development or production
stage.
Silver Bull’s corporate office is located
at 777 Dunsmuir Street, Suite 1605, Vancouver, British Columbia, Canada V7Y 1K4, telephone number is (604)
687-5800.
Recent Developments
2023 Private Placement
 
On October 30,
 2023, the Company completed a private placement financing under the Canadian Listed Issuer Financing Exemption, raising gross
proceeds
of $929,786, by issuing 11,685,000 units consisting of one share of common stock and one half of one common stock purchase warrant as
described below in the “Material Changes in Financial Condition; Liquidity and Capital Resources” section.
 
Litigation Funding Agreement
On September
5, 2023, the Company entered into a litigation funding agreement (“Funding Agreement” or the “LFA”) with Bench
Walk. Under the terms
of the Funding Agreement, Bench Walk has agreed to fund the Company with up to $9.5 million to cover the Company’s
legal, tribunal and external expert
costs and defined corporate operating expenses associated with the Arbitration proceedings as a purchase
of a contingent entitlement to damages.
 
ICSID Arbitration
 
On June 28, 2023, the Company commenced
international arbitration proceedings against Mexico under the USMCA and NAFTA, arising from Mexico’s
unlawful expropriation
and other unlawful treatment of Silver Bull and its investments resulting from the illegal blockade of the Company’s Sierra
Mojada
project.
 
Management
and Board Changes
 
On April 25, 2023, Mr. Darren Klinck ceased serving
as the President of the Company. Mr. Tim Barry (the Company’s Chief Executive Officer) was
appointed as the Company’s President,
replacing Mr. Klinck.
 
On March 2, 2023, Mr. William Matlack was appointed
to the board of directors of the Company as an independent director. Mr. Matlack is a veteran
geologist with over a 20-year career in
the mining industry, working primarily with Santa Fe Pacific Gold Corp. (now Newmont Mining) and Gold Fields.
Mr. Matlack was involved
in the exploration and development of several world-class gold discoveries in Nevada and California. Later, he was an equity
research
analyst in metals & mining with Citigroup and BMO Capital Markets, and an investment banker in metals & mining with Scarsdale
Equities. Mr.
Matlack was interim CEO of Klondex Mines Limited (“Klondex”) in 2012 and was a director of Klondex from 2012
to 2018 during its transformation from
an explorer to gold producer in Nevada. Mr. Matlack has served as a director of Timberline Resources
Corp. since October 2019.
 
 
26 
 

 
 
Results
of Operations
Fiscal Year Ended October 31, 2023
Compared to Fiscal Year Ended October 31, 2022
For the fiscal year ended October 31,
2023, the Company reported a consolidated net loss of $1,251,000 or approximately $0.04 per share, compared to a
consolidated net loss
of $3,168,000 or approximately $0.09 per share during the fiscal year ended October 31, 2022. The $1,917,000 decrease in the
consolidated
net loss was primarily due to a $2,060,000 decrease in exploration and property holding costs (which was mainly the result of the $2,058,000
goodwill impairment during the fiscal year ended October 31, 2022) and a $110,000 decrease in administrative expenses, which was partially
offset by a
$255,000 decrease in other income in the 2023 fiscal year compared to the 2022 fiscal year as described below.
Exploration and Property Holding Costs
Exploration and property
holding costs decreased by $2,060,000 to $332,000 in the 2023 fiscal year from $2,392,000 in the 2022 fiscal year. This decrease
was mainly
the result of a $2,058,000 goodwill impairment during the fiscal year ended October 31, 2022 and a $9,000 decrease in exploration and
holding
costs, which was offset by a $16,000 concession impairment in the 2023 fiscal year.
General and Administrative Costs
General and administrative expenses decreased
by $110,000 to $935,000 in the 2023 fiscal year from $1,045,000 in the 2022 fiscal year as described below.
Stock-based compensation was a factor in the
fluctuations in general and administrative expenses. Overall stock-based compensation included in general
and administrative expense decreased
to $73,000 in the 2023 fiscal year from $296,000 in the 2022 fiscal year. This was mainly due to stock options
granted to the Company’s
employees, directors and advisors in the 2022 fiscal year.
Personnel costs decreased by $161,000 to $292,000
in the 2023 fiscal year from $453,000 in the 2022 fiscal year. This decrease was mainly due to a
$177,000 decrease in stock-based compensation
expenses in the 2023 fiscal year to $47,000 from $224,000 in the 2022 fiscal year as a result of stock
options vesting in the 2023 fiscal
year having a lower fair value than stock options vesting in the 2022 fiscal year, which were partially offset by a $18,000
increase in
employees’ salaries and bonuses.
Office and administrative expenses decreased
by $16,000 to $219,000 in the 2023 fiscal year from $235,000 in the 2022 fiscal year. This decrease was
primarily due to decreased insurance,
which were partially offset by a $13,000 increase in travel costs.
Professional services increased by $291,000
to $474,000 in the 2023 fiscal year from $183,000 in the 2022 fiscal year. This increase was mainly due to
arbitration-related costs incurred
in relation to the Arbitration (as described in the “Recent Developments” section).
Directors’ fees decreased by $45,000
to $113,000 in the 2023 fiscal year as compared to $158,000 for the 2022 fiscal year. This decrease was primarily due
to a $46,000 decrease
the stock-based compensation expense to $26,000 in the 2023 fiscal year from $72,000 in the 2022 fiscal year as a result of stock
options
vesting in the 2023 fiscal year having a lower fair value than stock options vesting in the 2022 fiscal year.
The Company recorded a $45,000 provision for
uncollectible VAT for the 2023 fiscal year as compared to a $14,000 provision for uncollectible VAT in the
2022 fiscal year. The allowance
for uncollectible taxes in Mexico 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.
In the current year, the Company recorded a contra
expense of $209,000 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 part of that funding arrangement, Bench
 Walk agreed to reimburse Silver Bull $237,000 which was comprised of $97,000 for reimbursement of
previously incurred expenses and $140,000
for working capital including incurred general and administrative costs. As the Funding Agreement was entered
into in September 2023,
there is no comparable amount in the prior year.
During the fiscal year ended October 31, 2023,
the arbitration lawyers incurred $473,774 in legal costs, all of which was paid by Bench Walk directly.
27 
 

 
Other Income
The Company recorded other income of $18,000 in the
2023 fiscal year as compared to other income of $273,000 in the 2022 fiscal year. The significant
factor contributing to other income
in the 2023 fiscal year was a $32,000 interest income and a $9,000 foreign currency transaction
income, which was
offset by $20,000 other costs related to the certain years’ VAT and corporate taxes disputes with Mexican
tax authorities and a $3,000 expense related to the
issuance of warrants. The significant
factor contributing to other income in the 2022 fiscal year was a gain of $301,000 from selling Arras common shares
and interest income
of $6,000, which was offset by a $34,000 foreign currency transaction loss.
 
Material Changes in Financial Condition;
Liquidity and Capital Resources
2023 Private Placement
 
On October
30, 2023, the Company completed a private placement of 11,685,000 units at a purchase price of $CDN 0.11 per unit (the “$CDN 0.11
Unit”)
for aggregate gross proceeds of $929,786 ($CDN 1,285,350). Each $CDN 0.11 Unit consists of one share of common stock of the
Company and one half of
one transferable common stock purchase warrant (each whole warrant, a “$CDN 0.13 Warrant”). 
Each $CDN 0.13 Warrant entitles the holder thereof to
acquire one share of common stock at a price of $CDN 0.13 for a period of 60 months
from the closing of the private placement. The Company paid
finders’ fees totaling $14,210 to agents with respect to certain purchasers
who were introduced by these agents. In addition, the Company incurred other
offering costs of approximately $29,145.
Litigation Funding Agreement
As noted above, pursuant to the Funding
Agreement, Bench Walk is paying up to an aggregate of $9.5 million to fund legal costs and other expenses
incurred by the
Company in connection with the Claim, including an amount for reasonably incurred day-to-day operating expenses of the Company.
During the 2023 fiscal year, the Company received initial funding of $97,000 as reimbursement of corporate operating costs incurred.
In January 2024, the
Company received an additional reimbursement of $200,000 from Bench Walk.
The Company
agreed that the Bench Walk shall be entitled to receive a share of any proceeds arising from the Claim (the “Claim Proceeds”)
of up to 3.5x
Bench Walk’s capital outlay (or, if greater, a return of 1.0x Bench Walk’s capital outlay plus 30% of the Claim
Proceeds). The actual return to Bench Walk
may be lower than the foregoing amounts depending on how quickly the Claim is resolved.
Cash Flows
During
the 2023 fiscal year, cash and cash equivalents were primarily utilized to fund general and administrative expenses and exploration
activities at the
Sierra Mojada Property. In addition, the Company received net proceeds of $916,000  from
the private placement and $97,000 from Bench Walk .
As a
result of the net cash proceeds received from the private placement and the arbitration funding from Bench Walk, which was
partially offset by exploration
activities and general and administrative expenses, cash and cash on hand increased from $887,000
at October 31, 2022 to $1,009,000 at October 31, 2023.
Cash flows used in operations for the 2023
fiscal year were $794,000 as compared to $1,255,000 for the 2022 fiscal year. The decrease was mainly due to
the timing of certain payments.
Cash flows provided by investing activities
for the 2023 fiscal year was $nil. Cash flows provided by investing activities for the 2022 fiscal year were
$1,434,000 from the sale
of Arras common shares.
Cash
flows provided by financing activities for the 2023 fiscal year were $916,000 as compared to $518,000 in the 2022 fiscal year. The cash
flows
provided by financing activities in the 2023 fiscal year was due to the private placement the Company completed and the cash flows
provided by financing
activities in the 2022 fiscal year were due to funding from South32.
Capital Resources
As of
 October  31, 2023, the Company had cash and cash equivalents of $1,009,000 as compared to cash and cash equivalents of $887,000 as
 of
October 31, 2022. The increase in liquidity was primarily the result of the proceeds from the private placement, which were partially
offset by exploration
activities and property holding costs at the Sierra Mojada Property and general and administrative expenses.
 
28 
 

 
Since the Company’s inception
in November 1993, it has not generated revenue and has incurred an accumulated deficit of $138,645,000. 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. Based on the limited cash and cash equivalents, and history of
losses, there is substantial doubt as to whether the Company’s
existing cash resources are sufficient to enable it to continue
operations for the next 12 months as a going concern. Management plans to pursue possible
financing and strategic options, including,
 but not limited to, obtaining additional equity financing and the exercise of warrants by warrantholders.
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. The Company continues to evaluate its costs and
planned expenditures, including its Sierra Mojada Property as discussed below.
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 December  31, 2023, the Company had approximately $0.3 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.
Off-Balance Sheet Arrangements
There are no significant off-balance sheet
arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial
condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to its shareholders.
Recent Accounting Pronouncements Adopted
in the Fiscal Year Ended October 31, 2023
In November 2021, Silver Bull adopted the
 Financial Accounting Standards Board’s (“FASB”) Accounting Standards Updated (“ASU”) 2021-10,
“Government Assistance (Topic 832)” which provides guidance for required annual disclosures about transactions with a
government that are accounted for
by applying a grant or contribution accounting model by analogy. The Company adopted this standard
as of November 1, 2022. The adoption did not have
a significant impact on the Company’s financial position, results
of operations or cash flows and disclosures.
Recent Accounting Pronouncements Not Yet
Adopted
In November 2023, the 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.
In March 2022, the FASB issued ASU 2022-01,
“Derivatives and Hedging (Topic 815): Fair Value Hedging—Portfolio Layer Method” which is intended
to make amendments
to the fair value hedge accounting previously issued in ASU 2017-12 “Derivatives and Hedging (Topic 815): Targeted Improvements
to Accounting for Hedging Activities”. The new standard will be effective for reporting periods beginning after December 15, 2022.
 The standard
introduced the portfolio layer method allowing multiple hedged layers of a single closed portfolio when applying fair value
hedge accounting. The adoption
of this update is not expected to have a significant impact on the Company’s
financial position, results of operations or cash flows 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 present
or future consolidated financial statements of the Company.
29 
 

 
Critical Accounting Policies and Estimates
The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the
Company to
establish accounting policies and make estimates and assumptions that affect reported amounts of assets and liabilities at the date of
the
consolidated financial statements. These consolidated financial statements include some estimates and assumptions that are based on
informed judgments
and estimates of management. The Company evaluates its policies and estimates on an ongoing basis and discuss the development,
selection and disclosure
of critical accounting policies with the audit committee of the board of directors. Predicting future events
is inherently an imprecise activity and as such
requires the use of judgment. The Company’s consolidated financial statements may
differ based upon different estimates and assumptions.
Significant accounting policies are discussed
 in Note  2, Summary of Significant Accounting Policies, to the consolidated financial statements. The
significant accounting policies
are subject to judgments and uncertainties that affect the application of such policies. The Company believes that these
consolidated
financial statements include the most likely outcomes with regard to amounts that are based on management’s judgment and estimates.
The
consolidated financial position and results of operations may be materially different when reported under different conditions or
when using different
assumptions in the application of such policies. If estimates or assumptions prove to be different from the actual
 amounts, adjustments are made in
subsequent periods to reflect more current information. The Company believes that the following accounting
policies are critical to the preparation of its
consolidated financial statements due to the estimation process and business judgment
involved in their application:
Principles of Consolidation – South32
Option Agreement
The Company consolidated entities in which
it had a controlling financial interest based on either the variable interest entity (VIE) or voting interest model.
Generally, the primary
beneficiary of a VIE is a reporting entity that has (a) the power to direct the activities that most significantly impact the VIE’s
economic performance, and (b) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially
be significant to the
VIE. Currently, the Company manages the mineral exploration program in the property concessions in Mexico through
 its wholly-owned subsidiary
corporations Minera Metalin.
The Company determined that Minera Metalin
was a variable interest entity and it was the primary beneficiary.
Management had applied judgment in reaching
its conclusion with respect to accounting for the South32 Option Agreement with South32, described in
Note 3 to the consolidated
financial statements. Under the South32 Option Agreement, South32 was able to obtain an option to purchase 70% of the shares
of Minera
Metalin (the “South32 Option”). Management had determined that the South32 Option Agreement did not result in the transfer
of control of the
Sierra Mojada Project to South32 and that the South32 Option Agreement represented non-employee share-based compensation
 associated with the
collaborative exploration program undertaken by the parties. The compensation cost was expensed when the associated
exploration activity occurred. The
share-based payments had been classified as equity instruments and valued based on the fair value of
consideration received, as it was more reliably
measurable than the fair value of the equity interest. In the event the South32 Option
was exercised and shares were issued prior to a decision to develop a
mine, such shares would have been classified as temporary equity
as they would have been contingently redeemable in exchange for a net smelter royalty
under circumstances not wholly in control of the
Company or South32 and which were not probable. No portion of the equity value has been classified as
temporary equity as the South32
Option has no intrinsic value.
Use of Estimates
The preparation of the consolidated financial
statements in conformity with GAAP requires management to make estimates based on assumptions about
future events that affect the amounts
reported in the consolidated financial statements and related notes to the consolidated financial statements. Actual
results could differ
from those estimates. Estimates and assumptions are reviewed on an ongoing basis based on historical experience and other factors that
are considered to be relevant under the circumstances. Revisions to estimates and assumptions are accounted for prospectively.
Significant areas involving the use of estimates
 include determining the allowance for uncollectible taxes, evaluating recoverability of property
concessions, evaluating impairment of
long-lived assets, evaluating impairment of goodwill, establishing a valuation allowance on future use of deferred
tax assets, calculating a valuation for stock option liability and calculating stock-based compensation.
30 
 

 
Accounts Receivable
Accounts Receivable consists of corporate costs
that are to be reimbursed by Bench Walk pursuant to the terms of the Funding Agreement. The Company
anticipates full recovery of its current
receivables within three months.
Property Concessions
Property concession acquisition costs are capitalized
 when incurred and will be amortized using the units of production method following the
commencement of production. If a property concession
is subsequently abandoned or impaired, any capitalized costs will be expensed in the period of
abandonment or impairment. To date, no
property concessions have reached the production stage.
Acquisition costs include cash consideration
and the fair market value of shares issued on the acquisition of property concessions.
Exploration Costs
Exploration costs incurred are expensed to
the date of establishing that costs incurred are economically recoverable. Exploration expenditures incurred
subsequent to the establishment
 of economic recoverability are capitalized and included in the carrying amount of the related property. To date, the
Company has not established
the economic recoverability of its exploration prospects; therefore, all exploration costs are being expensed.
Impairment of Long-Lived Assets
The Company reviews and evaluates its long-lived
assets for impairment when events and changes in circumstances indicate that the related carrying
amounts of its assets may not be recoverable.
Impairment is considered to exist if the future cash flows on an undiscounted basis are less than the carrying
amount of the long-lived
asset. An impairment loss is measured and recorded based on the difference between book value and fair value of the asset group.
In estimating
future cash flows, assets are grouped at the lowest level for which there is identifiable cash flows that are largely independent of cash
flows
from other asset groups. In estimating future cash flows, the Company estimates the price that would be received to sell an asset
group in an orderly
transaction between market participants at the measurement date. Significant factors that impact this price include
the price of silver and zinc, and general
market conditions for exploration companies, among other factors.
Goodwill
Goodwill is the purchase
premium after adjusting for the fair value of net assets acquired. Goodwill is tested for impairment at the reporting unit level at
least
 annually, or more frequently if events or changes in circumstances indicate that the assets may be impaired. Goodwill impairment tests
 require
judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment
of goodwill to reporting units,
and determination of the fair value of each reporting unit. Annual goodwill impairment testing is performed
on April 30th of each fiscal year.
Income Taxes
The Tax Cuts and Jobs Act of 2017 was signed
into law on December 22, 2017. The law includes significant changes to the U.S. corporate income tax
system, including a federal
corporate rate reduction from 35% to 21%, limitations on the deductibility of interest expense and executive compensation, and
the transition
 of U.S. international taxation from a worldwide tax system to a territorial tax system. The law did not have a material impact on the
Company’s financial position, results of operations or cash flows and disclosures.
The asset and liability method of accounting
for income taxes is followed. Under this method, deferred income tax assets and liabilities are determined
based on temporary differences
between the tax basis and accounting basis of the assets and liabilities measured using tax rates enacted at the balance sheet
date. The
tax benefit from uncertain tax positions is recognized only if it is at least “more likely than not” that the tax position
will be sustained on
examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized
in the financial statements from such a
position are measured based on the largest benefit that has a greater than 50% likelihood of being
realized upon settlement with the taxing authorities. This
accounting standard also provides guidance on de-recognition, classification,
interest and penalties, accounting in interim periods and disclosure.
A valuation allowance is recorded against deferred
tax assets if management does not believe that the Company has met the “more likely than not” standard
imposed by this guidance
to allow recognition of such an asset. Management recorded a full valuation allowance at October 31, 2023 and October 31, 2022
against the deferred tax assets as it determined that future realization would not meet the “more likely than not” criteria.
 
31 
 

 
Warrant Derivative liability
 
The Company classified warrants on the Company’s
balance sheet as a derivative liability which is fair valued at each reporting period subsequent to the
initial issuance as the Company’s
functional currency 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 value the warrants that do not have an acceleration feature. 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 common stock of the Company at the date of issuance, and at each subsequent reporting period,
is based on historical
volatility adjusted to reflect 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 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.
 
Stock-Based Compensation
 
The Black-Scholes pricing model is used as
 a method for determining the estimated fair value for all stock options awarded to employees, officers,
directors and consultants. The
expected term of the options is based upon an evaluation of historical and expected future exercise behavior. 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 options at the valuation
date. Volatility is determined based upon historical volatility of the Company’s stock and adjusted if future volatility is expected
to vary from historical
experience. The dividend yield is assumed to be none as Silver Bull has not paid dividends nor does it anticipate
paying any dividends in the foreseeable
future. The graded vesting attribution method is used to recognize compensation costs over the
requisite service period.
Cumulative compensation cost associated with
options on subsidiary equity are classified as additional paid-in capital until exercised.
Foreign Currency Translation
During the fiscal years ended October 31,
2023 and October 31, 2022, the functional currency of Silver Bull Resources, Inc. and its subsidiaries was the
U.S. dollar.
During the fiscal years ended October 31,
2023 and October 31, 2022, Silver Bull’s Mexican operations’ monetary assets and liabilities with foreign source
currencies
were translated into U.S. dollars at the period-end exchange rate, and non-monetary assets and liabilities with foreign source currencies
were
translated using the historical exchange rate. The Mexican operations’ revenue and expenses were translated at the average
exchange rate during the period
except for depreciation of office and mining equipment, costs of office and mining equipment sold and
impairment of property concessions, all of which
are translated using the historical exchange rate. Foreign currency translation gains
and losses of the Mexican operations are included in the consolidated
statements of operations.
Accounting for Loss Contingencies and Legal
Costs
From time to time, the Company is named as
a defendant in legal actions arising from its normal business activities. An accrual for the estimated loss from
a loss contingency is
recorded when information available prior to issuance of the financial statements indicates that it is probable that a liability has been
incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Disclosure of a loss contingency
is made by the
Company if there is at least a reasonable possibility that a loss has been incurred, and either an accrual has not been
made or an exposure to loss exists in
excess of the amount accrued. In cases where only disclosure of the loss contingency is required,
either the estimated loss or a range of estimated loss is
disclosed or it is stated that an estimate cannot be made. Legal costs incurred
 in connection with loss contingencies are considered period costs and
accordingly are expensed in the period services are provided.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See “Index to Consolidated Financial
Statements” following the signature page of this Annual Report on Form 10-K.
 
32 
 

 
Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
(a)       Evaluation
of Disclosure Controls and Procedures
As of October 31, 2023, the Company has
carried out an evaluation under the supervision of, and with the participation of its Chief Executive Officer and
Chief Financial Officer,
of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Exchange Act). Based on the evaluation as of October 31, 2023, the Company’s Chief Executive Officer and Chief Financial Officer
have concluded that
its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective.
Disclosure controls and procedures are designed
to ensure that information required to be disclosed in the Company’s 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
under the
Exchange Act is accumulated and communicated to management, including the Company’s principal executive officer and principal
financial officer, as
appropriate, to allow timely decisions regarding required disclosure.
(b)       Management’s
Report on Internal Control over Financial Reporting
Management is responsible for establishing
and maintaining adequate internal control over financial reporting, as that term is defined in Rule 13a-15(f)
under the Exchange
Act. Under the supervision and with the participation of the Company’s management, including its principal executive and principal
financial officers, the Company assessed, as of October 31, 2023, the effectiveness of its internal control over financial reporting.
This assessment was
based on criteria established in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway
Commission. Based on the Company’s assessment using those criteria, management concluded that its
 internal control over financial reporting as of
October 31, 2023 was effective.
Internal control over financial reporting is
defined as a process designed by, or under the supervision of, the Company’s principal executive and principal
financial officers
 and effected by its board of directors, management and other personnel to provide reasonable assurance regarding the reliability of
financial
 reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles,
 and
includes those policies and procedures that:
pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the Company’s
assets;
provide reasonable assurance that transactions are recorded as necessary to permit the preparation
of financial statements in accordance with U.S.
generally accepted accounting principles and that receipts and expenditures are being
made only in accordance with authorizations of management
and directors; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of assets that could have a
material effect on the financial statements.
A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal
control system are met. Because
of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all
control
issues, if any, within a company have been detected.
(c)       Changes
in Internal Controls over Financial Reporting
There
were no changes in the Company’s internal control over financial reporting during the fiscal year ended October 31, 2023 that
materially affected, or
were reasonably likely to materially affect, its internal control over financial reporting.
Item 9B.
OTHER INFORMATION
None.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
 
33 
 

 
 
PART III
Item 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information relating to this item will be included
in an amendment to this report or in the proxy statement for Silver Bull’s 2024 annual meeting of
shareholders and is incorporated
by reference in this report.
The Company has adopted a Code of Ethics that
applies to all directors and employees, including its principal executive officer, principal financial officer,
principal accounting officer,
and those officers performing similar functions. The full text of the Company’s Code of Ethics can be found on the Corporate
Governance
page of its website – at http://www.silverbullresources.com/corporate/corporate-governance/. If the board of directors approves
an amendment
to or waiver from any provision of the Code of Ethics, Silver Bull will disclose the required information pertaining to such
amendment or waiver on its
website.
Item 11.
EXECUTIVE COMPENSATION
Information relating to this item will be included
in an amendment to this report or in the proxy statement for Silver Bull’s 2024 annual meeting of
shareholders and is incorporated
by reference in this report.
Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 AND RELATED
STOCKHOLDER MATTERS
Information relating to this item will be included
in an amendment to this report or in the proxy statement for Silver Bull’s 2024 annual meeting of
shareholders and is incorporated
by reference in this report.
Item 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information relating to this item will be included
in an amendment to this report or in the proxy statement for Silver Bull’s 2024 annual meeting of
shareholders and is incorporated
by reference in this report.
Item 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information relating to this item will be included
in an amendment to this report or in the proxy statement for Silver Bull’s 2024 annual meeting of
shareholders and is incorporated
by reference in this report.
 
34 
 

 
 
PART IV
Item 15.
EXHIBITS,  FINANCIAL STATEMENT SCHEDULES
Financial Statements and Financial Statement
Schedules
See “Index to Consolidated financial
statements” on page F-1.
 
 
 
 
Incorporated by Reference
 
 
Exhibit
Number
 
Exhibit
Description
 
Form
Date
Exhibit
 
Filed/
Furnished
Herewith
 
   
 
 
 
 
 
 
3.1
  Amended and Restated Articles of Incorporation of Silver Bull
Resources, Inc.
 
8-K
04/21/2021
3.1
 
 
 
   
 
 
 
 
 
 
3.2
  Bylaws
 
10-K
01/14/2011
3.1.2
 
 
 
   
 
 
 
 
 
 
4.1
  Description of Capital Stock
 
 
 
 
 
X
 
   
 
 
 
 
 
 
4.2
  Form of Silver Bull Resources, Inc. Warrant Certificate
 
8-K
11/02/2020
10.2
 
 
 
   
 
 
 
 
 
 
4.3
  Form of Silver Bull Resources, Inc. Warrant Certificate
 
8-K
10/31/2023
10.2
 
 
 
   
 
 
 
 
 
 
10.1
  Separation and Distribution Agreement, dated as of August 31, 2021,
by and between Silver Bull Resources, Inc. and Arras Minerals Corp.
 
8-K
09/03/2021
10.1
 
 
 
   
 
 
 
 
 
 
10.2††
  Litigation Funding Agreement, dated as of September 4, 2023, by and
between Bench Walk 23P, L.P. and Silver Bull Resources, Inc.
 
 
 
 
 
X
 
   
 
 
 
 
 
 
10.3
  Form of Silver Bull Resources, Inc. Unit Subscription Agreement
 
8-K
10/31/2023
10.1
 
 
 
   
 
 
 
 
 
 
10.4+
  Silver Bull Resources, Inc. 2019 Stock Option and Stock Bonus Plan
 
10-Q
06/14/2019
10.2
 
 
 
   
 
 
 
 
 
 
10.4.1+
  Amendment to the Silver Bull Resources, Inc. 2019 Stock Option and
Stock Bonus Plan
 
8-K
04/20/2022
10.1
 
 
 
   
 
 
 
 
 
 
10.5+
  Silver Bull Resources, Inc. Management Retention Bonus Plan, dated
April 15, 2021
 
10-Q
06/11/2021
10.1
 
 
 
   
 
 
 
 
 
 
10.5.1+
  Amendment to Silver Bull Resources, Inc. Management Retention
Bonus Plan, dated as of February 17, 2022
 
8-K
02/23/2022
10.4
 
 
 
   
 
 
 
 
 
 
10.6+
  Key Persons Retention Agreement, dated as of October 13, 2023, by
and among Silver Bull Resources, Inc. and the persons named therein
 
8-K
10/18/2023
10.1
 
 
 
   
 
 
 
 
 
 
10.7+
  Consulting Agreement, dated as of February 17, 2022, by and between
Silver Bull Resources, Inc. and Timothy Barry
 
8-K
02/23/2022
10.1
 
 
 
 
35 
 

 
 
 
   
 
 
 
 
 
 
10.8+
  Consulting Agreement, dated as of February 17, 2022, by and between
Silver Bull Resources, Inc. and Westcott Management Ltd.
 
8-K
02/23/2022
10.2
 
 
 
   
 
 
 
 
 
 
10.9+
 
Amended and Restated Employment Agreement, dated as of
February 17, 2022, by and among Silver Bull Resources, Inc., Arras
Minerals Corp. and Christopher Richards
 
8-K
02/23/2022
10.3
 
 
 
   
   
 
 
 
 
10.10+
  Form of Indemnification Agreement (Directors and Officers)
 
10-K
01/13/2020
10.10
 
 
 
   
 
 
 
 
 
 
14.1
  Code of Ethics
 
8-K
11/07/2019
14.1
 
 
 
   
 
 
 
 
 
 
21.1
  Subsidiaries of the Registrant
 
 
 
 
 
X
 
   
 
 
 
 
 
 
23.1
  Consent of Independent Registered Public Accounting Firm (Smythe
LLP; Vancouver, Canada; PCAOB ID# 995)
 
 
 
 
 
X
 
   
 
 
 
 
 
 
23.2
  Consent of Archer, Cathro & Associates (1981) Limited
 
 
 
 
 
X
 
   
 
 
 
 
 
 
23.3
  Consent of Timothy Barry
 
 
 
 
 
X
 
   
 
 
 
 
 
 
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
 
   
 
 
 
 
 
 
96.1
  Technical Report Summary
 
10-K
01/26/2023
96.1
 
 
 
   
 
 
 
 
 
 
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
 
   
 
 
 
 
 
 
104
 
Cover Page Interactive Data File—the cover page interactive data file
does not appear in the Interactive Data File because its XBRL tags are
embedded within the Inline XBRL document
 
 
 
 
 
 
 
X Filed herewith.
XX Furnished herewith.
+ Indicates a management contract or compensatory
plan, contract or arrangement.
† Filed herewith under Items 1 and 2
– Business and Properties.
†† Portions of this exhibit have been
omitted in accordance with Item 601(b)(10) of Regulation S-K. The omitted information is not material, and the
registrant customarily
and actually treats such information as private and confidential. The registrant hereby agrees to furnish supplementally an unredacted
copy of this exhibit to the Securities and Exchange Commission upon request.
 
* The following financial information from
 Silver Bull Resources, Inc.‘s Annual Report on Form  10-K for the fiscal year ended October  31, 2023,
formatted in XBRL
(Extensible Business Reporting Language): Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive
Loss, Consolidated
Statement of Stockholders’ Equity, Consolidated Statements of Cash Flows.
Item 16.
FORM 10-K SUMMARY
None.
36 
 

 
 
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 BULL RESOURCES, INC.
 
 
 
 
 
Date: January 29, 2024
By:/s/ Timothy Barry
 
 
 
Timothy Barry
 
 
 
Chief Executive Officer
 
 
 
(Principal Executive Officer)
 
 
 
 
 
 
Date: January 29, 2024
By:/s/ Christopher Richards
 
 
 
Christopher Richards
 
 
 
Chief Financial Officer
 
 
 
(Principal Financial Officer and Principal Accounting
Officer)
 
 
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
 
 
 
 
 
Date: January 29, 2024
By:/s/ Timothy Barry
 
 
 
Timothy Barry
 
 
 
Chief Executive Officer and Director
 
 
 
 
 
 
 
 
 
Date: January 29, 2024
By:/s/ Brian Edgar
 
 
 
Brian Edgar
 
 
 
Director
 
 
 
 
 
 
 
 
 
Date: January 29, 2024
By:/s/ William Matlack
 
 
 
William Matlack
 
 
 
Director
 
 
 
 
 
 
 
 
 
Date: January 29, 2024
By:/s/ David Underwood
 
 
 
David Underwood
 
 
 
Director
 
 
 
37 
 

 
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
SILVER BULL RESOURCES, INC.
(An Exploration Stage Company)
 
 
 
PAGE NO.
Report of Independent Registered Public Accounting Firm
 
F-2
 
 
 
Consolidated Financial Statements:
 
 
 
 
 
Consolidated Balance Sheets
 
F-3
 
 
 
Consolidated Statements of Operations and Comprehensive Loss
 
F-4
 
 
 
Consolidated Statements of Cash Flows
 
F-5 – F-6
 
 
 
Consolidated Statements of Stockholders’ Equity
 
F-7
 
 
 
Notes to Consolidated Financial Statements
 
F-8 – F-25
 
[The balance of this page has been intentionally left
blank.]
 
 
 
F-1 
 

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
 
 
To the Board of Directors and Stockholders of Silver
Bull Resources, Inc.:
 
Opinion on the Consolidated Financial Statements
 
We have audited the accompanying consolidated balance
sheets of Silver Bull Resources, Inc. (an exploration stage company) (the “Company”) as of
October 31, 2023 and 2022,
and the related consolidated statements of operations and comprehensive loss, cash flows, and stockholders’ equity for the
years
then ended, and the related notes (collectively referred to as the “consolidated financial statements”).
 
In our opinion, the consolidated financial statements
present fairly, in all material respects, the financial position of the Company as of October 31, 2023
and 2022, and the results
of its operations and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United
States of America.
 
Going Concern Uncertainty
 
The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in
Note 1 to the consolidated financial
statements, the Company has suffered recurring losses from operations and has limited cash and cash equivalents at
October 31, 2023.
These circumstances raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these
matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from
the outcome of this
uncertainty.
 
Basis for Opinion
 
These consolidated financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s
consolidated financial statements
based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated
 financial statements are free of material misstatement, whether due to error or fraud. The Company is not
required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain
an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
 
Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or
fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide
a reasonable basis
for our opinion.
 
Critical Audit Matters
 
Critical audit matters are matters arising from the
current period audit of the consolidated financial statements that were communicated or required to be
communicated to the audit committee
and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2)
involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the
consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate
opinion
on the critical audit matters or on the accounts or disclosures to which they relate.
 
We have determined that there are no critical audit
matters to communicate in our auditors’ report.
 
 
/s/ Smythe LLP
 
Smythe LLP, Chartered Professional Accountants
 
We have served as the Company’s auditor since
2016.
 
Vancouver, Canada
January 29, 2024
 
F-2 
 

 
SILVER BULL
RESOURCES, INC.
(AN EXPLORATION
STAGE COMPANY)
CONSOLIDATED
BALANCE SHEETS
 
 
 
October 31,
2023
   
 
October 31,
2022
 
 
 
 
   
 
 
ASSETS
   
      
  
 
   
      
  
CURRENT ASSETS
   
      
  
Cash and cash equivalents
  $
1,008,507    $
886,728 
Other receivables
   
5,685     
2,834 
Accounts receivable (Note 4)
   
140,097     
— 
Prepaid expenses and deposits
   
44,637     
49,537 
Due from related party (Note 5)
   
57,853     
23,196 
Total Current Assets
   
1,256,779     
962,295 
 
   
      
  
 
   
      
  
Value-added tax receivable, net of allowance for uncollectible taxes of $536,010 and $449,219,
respectively (Note 6)
   
100,613     
127,036 
Office and mining equipment, net (Note 7)
   
130,937     
143,568 
Property concessions (Note 8)
   
5,004,386     
5,019,927 
 TOTAL ASSETS
  $
6,492,715    $
6,252,826 
 
   
      
  
LIABILITIES AND STOCKHOLDERS’ EQUITY
   
      
  
 
   
      
  
CURRENT LIABILITIES
   
      
  
Accounts payable
  $
517,489    $
159,585 
Accrued liabilities and expenses
   
258,590     
179,607 
Income tax payable
   
3,000     
3,000 
Loan payable (Notes 10 and 18)
   
43,256     
— 
Total Current Liabilities
   
822,335     
342,192 
 
   
      
  
Loan payable (Notes 10 and 18)
   
—     
43,959 
Warrant derivative liability (Note 13)
   
78,088     
— 
TOTAL LIABILITIES
   
900,423     
386,151 
 
   
      
  
COMMITMENTS AND CONTINGENCIES (Note 16)
   
      
  
 
   
      
  
STOCKHOLDERS’ EQUITY (Notes 3, 11, 12 and 13)
   
      
  
Common stock, $0.01 par value; 150,000,000 shares authorized, 
47,365,652 and 35,055,652 shares issued and outstanding, respectively
   
2,541,515     
2,418,415 
Additional paid-in capital
   
141,604,015     
140,750,310 
Accumulated deficit
   
(138,645,486)    
(137,394,298)
Other comprehensive income
   
92,248     
92,248 
 Total Stockholders’ Equity
   
5,592,292     
5,866,675 
 
   
      
  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $
6,492,715    $
6,252,826 
 
   
      
  
 
  
The accompanying notes are an integral part of these
consolidated financial statements.
 
 
F-3 
 

 
 
SILVER BULL
RESOURCES, INC.
(AN EXPLORATION
STAGE COMPANY)
CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
 
 
 
Years Ended October 31,
 
 
 
2023
   
2022
 
REVENUES
  $
—    $
— 
 
   
      
  
EXPLORATION AND PROPERTY HOLDING COSTS
   
      
  
Exploration and property holding costs (Note 4)
   
303,685     
313,410 
Depreciation (Note 7)
   
12,631     
20,572 
Concession impairment (Note 8)
   
15,541     
— 
Goodwill impairment (Note 9)
   
—     
2,058,031 
TOTAL EXPLORATION AND PROPERTY HOLDING COSTS
   
331,857     
2,392,013 
 
   
      
  
GENERAL AND ADMINISTRATIVE EXPENSES
   
      
  
Personnel
   
292,332     
453,489 
Office and administrative
   
219,090     
235,231 
Professional services
   
474,456     
183,337 
Directors’ fees
   
113,140     
158,378 
Provision for uncollectible value-added taxes (Note 6)
   
44,713     
14,113 
Funding Agreement reimbursement (contra expenses) (Note 4)
   
(209,009)    
— 
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES
   
934,722     
1,044,548 
 
   
      
  
LOSS FROM OPERATIONS
   
(1,266,579)    
(3,436,561)
 
   
      
  
OTHER INCOME
   
      
  
Interest income
   
31,987     
5,715 
Foreign currency transaction gain (loss)
   
8,656     
(34,326)
Other costs (Note 15)
   
(19,527)    
— 
Warrant issuance costs (Note 11)
   
(3,468)    
— 
Change in fair value of warrants derivative liability (Note 13)
   
(40)    
— 
Gain on investment (Note 1)
   
—     
301,493 
TOTAL OTHER INCOME
   
17,608     
272,882 
 
   
      
  
LOSS BEFORE INCOME TAXES
   
(1,248,971)    
(3,163,679)
 
   
      
  
INCOME TAX EXPENSE (Note 14)
   
(2,217)    
(4,520)
NET AND COMPREHENSIVE LOSS
   
(1,251,188)    
(3,168,199)
 
   
      
  
    
      
  
    
      
  
BASIC AND DILUTED NET LOSS PER COMMON SHARE
  $
(0.04)   $
(0.09)
 
   
      
  
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING
   
35,491,775     
34,904,003 
 
   
      
  
 
 
The accompanying notes are an integral part of these
consolidated financial statements.
 
 
F-4 
 

 
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
 
Years
Ended October 31,
 
 
 
2023
   
2022
 
CASH FLOWS FROM OPERATING ACTIVITIES:
   
      
  
Net loss
  $
(1,251,188)   $
(3,168,199)
Adjustments to reconcile net loss to net cash used by operating activities:
   
      
  
Depreciation (Note 7)
   
12,631     
20,572 
Concession impairment (Note 8)
   
15,541     
— 
Provision for uncollectible value-added taxes (Note 6)
   
44,713     
14,113 
Foreign currency transaction (income) loss
   
(9,478)    
31,795 
Stock options issued for compensation (Note 12)
   
76,758     
305,779 
Shares of common stock issued for services (Note 11)
   
88,411     
128,094 
Change in fair value of warrant derivative liability (Note 13)
   
40     
— 
Warrant issuance costs (Note 11)
   
3,468     
— 
Goodwill impairment (Note 9)
   
—     
2,058,031 
Gain on investment (Note 1)
   
—     
(301,493)
Changes in operating assets and liabilities:
   
      
  
Other receivables
   
(2,838)    
4,509 
Accounts receivables (Note 4)
   
(140,097)    
— 
Prepaid expenses and deposits
   
5,340     
140,937 
Due from related party (Note 5)
   
(34,657)    
(23,196)
Accounts payable
   
329,259     
(307,282)
Accrued liabilities and expenses
   
72,175     
(144,588)
Value-added tax receivable
   
(3,876)    
(16,064)
Income tax payable
   
—     
2,000 
Net cash used in operating activities
   
(793,798)    
(1,254,992)
 
   
      
  
CASH FLOWS FROM INVESTING ACTIVITIES:
   
      
  
Proceeds from sale of investments, net of costs (Note 1)
   
—     
1,434,113 
Net cash provided by investing activities
   
—     
1,434,113 
 
   
      
  
CASH FLOWS FROM FINANCING ACTIVITIES:
   
      
  
Proceeds from issuance of common stock, net of offering costs (Note 11)
   
915,577     
— 
Property concessions funding (Note 3)
   
—     
518,000 
Net cash provided by financing activities
   
915,577     
518,000 
 
   
      
  
    
      
  
Net increase in cash and cash equivalents
   
121,779     
697,121 
Cash and cash equivalents beginning of year
   
886,728     
189,607 
 
   
      
  
Cash and cash equivalents end of year
  $
1,008,507    $
886,728 
 
 
The accompanying notes are an integral part of these
consolidated financial statements.
 
 
F-5 
 

 
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
 
 
 
Years
Ended October 31,
 
 
 
2023
   
2022
 
 
 
 
   
 
 
SUPPLEMENTAL CASH FLOW DISCLOSURES:
   
      
  
 
   
      
  
Income taxes paid
  $
2,249    $
2,499 
Interest paid
   
—     
— 
 
   
      
  
 NON-CASH INVESTING AND FINANCING ACTIVITIES:
   
      
  
 
   
      
  
Offering costs included in accounts payable and accrued liabilities
  $
29,146    $
— 
 
 
 
 
The accompanying notes are an integral part of these
consolidated financial statements.
 
 
F-6 
 

 
SILVER BULL
RESOURCES, INC.
(AN EXPLORATION
STAGE COMPANY)
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY
 
 
 
   
Common Stock
     
 
     
 
     
 
     
 
 
 
   
Number
of
Shares
      Amount      
Additional
Paid-in
Capital
     
Accumulated
Deficit
     
Other
Comprehensive
Income
     
Total
Stockholders’
Equity
 
 
   
      
      
      
      
      
  
Balance, October 31,
2022
    35,055,652    $ 2,418,415    $ 140,750,310    $ (137,394,298)   $
92,248    $
5,866,675 
Issuance of common stock as follows:
   
      
      
      
      
      
  
- for cash at a price of $CDN $0.11 per share with attached
warrants less offering costs of $39,887 (Note 11)
    11,685,000     
116,850     
694,786     
—     
—     
811,636 
-  For compensation at $0.14 per share (Note 11)
   
625,000     
6,250     
82,161     
—     
—     
88,411 
Stock option activity as follows:
   
      
      
      
      
      
  
- Stock-based compensation for options
issued to directors,
officers, employees, and advisors (Note 12)
   
—     
—     
76,758     
—     
—     
76,758 
Net loss for
the year ended October 31, 2023
   
—     
—     
—     
(1,251,188)    
—     
(1,251,188)
Balance, October
31, 2023
    47,365,652    $ 2,541,515    $ 141,604,015    $ (138,645,486)   $
92,248    $
5,592,292 
 
 
 
 
   
Common
Stock
     
 
     
 
     
 
     
 
 
 
   
Number
of
Shares
      Amount      
Additional
Paid-in
Capital
     
Accumulated
Deficit
     
Other
Comprehensive
Income
     
Total
Stockholders’
Equity
 
 
   
      
      
      
      
      
  
Balance, October 31, 2021
    34,547,838    $ 2,413,337    $ 139,803,515    $ (134,226,099)   $
92,248    $
8,083,001 
Earn-in option agreement (Note 3)
   
—     
—     
518,000     
—     
—     
518,000 
Issuance of common stock as follows:
   
      
      
      
      
      
  
- for compensation at $0.25 per share (Note 11)
   
507,814     
5,078     
123,016     
—     
—     
128,094 
Stock option activity as follows:
   
      
      
      
      
      
  
- Stock-based compensation for options issued to directors,
officers, employees and advisors (Note 12)
   
—     
—     
305,779     
—     
—     
305,779 
Net loss for the year ended October
31, 2022
   
—     
—     
—     
(3,168,199)    
—     
(3,168,199)
Balance, October 31, 2022
    35,055,652    $ 2,418,415    $ 140,750,310    $ (137,394,298)   $
92,248    $
5,866,675 
 
The accompanying notes are an integral part of these
consolidated financial statements.
 
 
F-7 
 

 
 
NOTE 1 – ORGANIZATION AND DESCRIPTION
OF BUSINESS
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 may never enter
into the development stage with
respect to any of its projects.
The Company engages in the business of mineral
exploration. The Company currently owns a number of property concessions in 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”), Contratistas de Sierra Mojada S.A. de C.V. (“Contratistas”) and Minas de Coahuila SBR S.A. de C.V. (“Minas”).
On August 26, 2021, Contratistas merged with and into Minera Metalin.
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., which is 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.
On August 12, 2020, the Company entered
into an option agreement (the “Beskauga Option Agreement”) with Copperbelt AG, a corporation existing
under the laws of Switzerland
(“Copperbelt Parent”), and Dostyk LLP, an entity existing under the laws of Kazakhstan and a wholly-owned subsidiary of
Copperbelt
(the “Copperbelt Sub,” and together with Copperbelt Parent, “Copperbelt”), pursuant to which the Company has the
exclusive right and option
to acquire Copperbelt’s right, title and 100% interest in the Beskauga property located in Kazakhstan,
which consists of the Beskauga Main project (the
“Beskauga Main Project”) and the Beskauga South project (the “Beskauga
 South Project,” and together the Beskauga Main Project, the “Beskauga
Project”). After the completion of due diligence,
the transaction contemplated by the Beskauga Option Agreement closed on January 26, 2021.
On February
5, 2021, Arras Minerals Corp. (“Arras”) was incorporated in British Columbia, Canada, as a wholly-owned subsidiary of the
Company. On
March 19, 2021, pursuant to an asset purchase agreement with Arras, the Company transferred its right, title and interest
in and to the Beskauga Option
Agreement, among other things, to Arras in exchange for 36,000,000
common shares of Arras. On September 24, 2021, the Company distributed to its
shareholders one Arras common share for each Silver Bull
share held by such shareholders, or 34,547,838 Arras shares in total. Upon completion of the
distribution, the Company retained 1,452,162
 Arras common shares, or approximately 4%
 of the outstanding Arras common shares, as a strategic
investment, and Arras became a stand-alone company. In December 2021 and June
2022, the Company sold 600,000
and 852,262
common shares of Arras
at a price of $CDN 1.00
and $CDN 1.50
per share, respectively. The Company recognized $301,493 in gain on sale of the Arras common shares
during the
year ended October 31, 2022. Since then, the Company has not held any interest in Arras.  
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 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.
Exploration Stage
The
Company has established the existence of mineral resources for the Sierra Mojada Project. The Company has not established proven or probable
reserves, as defined by the United States Securities and the U.S. Securities and Exchange Commission (the “SEC”) subpart
1300 of Regulation S-K (“S-K
1300”), through the completion of a “final” or “bankable” feasibility
study for Sierra Mojada Project. Furthermore, the Company has no plans to establish
proven or probable reserves for Sierra Mojada Project.
As a result, and despite the fact that the Company commenced extraction of mineral resources at the
Sierra Mojada Property, the Company
remains an exploration stage company, as defined by the SEC
Beginning with the Company’s annual report
on Form 10-K for the year ended October 31, 2022, the Company reports its mineral resources in accordance
with S-K 1300.
F-8 
 

 
 
Going Concern
Since its inception in November 1993, the
Company has not generated revenue and has incurred an accumulated deficit of $138,645,000. Accordingly, the
Company has not generated
cash flows from operations, and since inception the Company has relied primarily upon proceeds from private placements and
registered
direct offerings of the Company’s equity securities and warrant exercises as the primary sources of financing to fund the Company’s
operations.
As of October 31, 2023, the Company had cash and cash equivalents of $1,009,000. 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 (Note 4) 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. 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 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 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
This summary of significant accounting policies
is presented to assist in understanding the consolidated financial statements. The consolidated financial
statements and notes are representations
of the Company’s management, which is responsible for their integrity and objectivity.
Basis of Presentation
The Company’s consolidated financial
statements have been prepared in conformity with accounting principles generally accepted in the United States of
America (“ GAAP”)
using the accrual method of accounting, except for cash flow amounts.
All figures are in United States dollars unless
otherwise noted.
Principles of Consolidation
The consolidated financial statements include
the accounts of the Company and its wholly owned subsidiaries, after elimination of intercompany accounts
and transactions. The wholly
owned subsidiaries of the Company are listed in Note 1 to the consolidated financial statements.
The Company consolidated entities in which
it has a controlling financial interest based on either the variable interest entity (VIE) or voting interest model.
Under the VIE model, a VIE is a reporting entity
 that has (a) the power to direct the activities that most significantly impact the VIE’s economic
performance, and (b) the obligation
to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE.
Currently, the Company
manages the mineral exploration program in the property concessions in Mexico through its wholly-owned subsidiary corporation
Minera Metalin.
Use of Estimates
The preparation of these consolidated financial
statements in conformity with GAAP requires management to make estimates based on assumptions about
future events that affect the amounts
reported in the consolidated financial statements and related notes to the consolidated financial statements. Actual
results could differ
from those estimates. Estimates and assumptions are reviewed on an ongoing basis based on historical experience and other factors that
are considered to be relevant under the circumstances. Revisions to estimates and assumptions are accounted for prospectively.
Significant areas involving the use of estimates
 include determining the allowance for uncollectible taxes, evaluating recoverability of property
concessions, evaluating impairment of
long-lived assets, evaluating impairment of goodwill, establishing a valuation allowance on future use of deferred
tax assets, calculating a valuation for stock option liability and calculating stock-based compensation.
 
F-9 
 

 
Cash and Cash Equivalents
Cash and cash equivalents include all highly-liquid
investments with an original maturity of three months or less at the date of purchase.
Accounts Receivable
Accounts Receivable
consists of corporate costs that are to be reimbursed by Bench Walk 23P, L.P., a Delaware limited partnership (“Bench Walk”),
pursuant to the terms of the Funding Agreement (Note 4).   The
Company anticipates full recovery of its current receivables within three months.
Property Concessions
Property concession acquisition costs are capitalized
 when incurred and will be amortized using the units of production method following the
commencement of production. If a property concession
is subsequently abandoned or impaired, any capitalized costs will be expensed in the period of
abandonment or impairment. To date, no
property concessions have reached the production stage.
Acquisition costs include cash consideration
and the fair market value of shares issued on the acquisition of property concessions.
Exploration Costs
Exploration costs incurred are expensed to
the date of establishing that costs incurred are economically recoverable. Exploration expenditures incurred
subsequent to the establishment
 of economic recoverability are capitalized and included in the carrying amount of the related property. To date, the
Company has not established
the economic recoverability of its exploration prospects; therefore, all exploration costs are being expensed.
Office and Mining Equipment
Property and equipment are recorded at cost
less accumulated depreciation and impairment losses. Assets under construction are depreciated when they are
substantially complete and
available for their intended use, over their estimated useful lives. Repairs and maintenance of property and equipment are
expensed as
incurred. Costs incurred to enhance the service potential of property and equipment are capitalized and depreciated over the remaining
useful
life of the improved asset. Property and equipment are depreciated using the straight-line method over the estimated useful lives
of the related assets as
follows:
●
Mining equipment – five to 10 years
●
Vehicles – four years
●
Building and structures – 40 years
●
Computer equipment and software – three years
●
Well equipment – 10 to 40 years
●
Office equipment – three to 10 years
Impairment of Long-Lived Assets
Management reviews and evaluates its long-lived
 assets for impairment when events and changes in circumstances indicate that the related carrying
amounts of its assets may not be recoverable.
Impairment is considered to exist if the future cash flows on an undiscounted basis are less than the carrying
amount of the long-lived
asset. An impairment loss is measured and recorded based on the difference between book value and fair value of the asset group.
In estimating
future cash flows, assets are grouped at the lowest level for which there is identifiable cash flows that are largely independent of cash
flows
from other asset groups. In estimating future cash flows, the Company estimates the price that would be received to sell an asset
group in an orderly
transaction between market participants at the measurement date. Significant factors that impact this price include
the price of silver and zinc, and general
market conditions for exploration companies, among other factors.
Goodwill
Goodwill is the purchase
premium after adjusting for the fair value of net assets acquired. The Company tests goodwill for impairment at the reporting unit
level
at least annually, or more frequently if events or changes in circumstances indicate that the assets may be impaired. Goodwill impairment
tests require
judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment
of goodwill to reporting units,
and determination of the fair value of each reporting unit. The Company performs its annual goodwill impairment
tests on April 30th of each fiscal year.
Based on this assessment, management determined it is more likely than not that
the fair value of the reporting unit is less than its carrying amount, and
recorded a goodwill impairment of $2,058,031 during the year
ended October 31, 2022.
 
F-10 
 

 
Income Taxes
The Company follows the asset and liability
method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are
determined based on temporary
differences between the tax basis and accounting basis of the assets and liabilities measured using tax rates enacted at the
balance sheet
date. The Company recognizes the tax benefit from uncertain tax positions only if it is at least “more likely than not” that
the tax position will
be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits
recognized in the financial statements
from such a position are measured based on the largest benefit that has a greater than 50% likelihood
of being realized upon settlement with the taxing
authorities. This accounting standard also provides guidance on de-recognition, classification,
interest and penalties, accounting in interim periods and
disclosure.
A valuation allowance is recorded against deferred
tax assets if management does not believe that the Company has met the “more likely than not” standard
imposed by this guidance
to allow recognition of such an asset. Management recorded a full valuation allowance at October 31, 2023 and 2022 against the
deferred
tax assets as it determined that future realization would not meet the “more likely than not” criteria.
Warrant 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 Canadian dollar (“$CDN”). The
Company
has used the Black-Scholes pricing model to fair value the warrants that do not have an acceleration feature. 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 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.
 
Stock-Based Compensation
The Company uses the Black-Scholes pricing
model as a method for determining the estimated fair value for all stock options awarded to employees,
officers, directors and consultants.
The expected term of the options is based upon an evaluation of historical and expected future exercise behavior. 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 options at
the
valuation date. Volatility is determined based upon historical volatility of the Company’s stock and adjusted if future volatility
is expected to vary from
historical experience. The dividend yield is assumed to be none as the Company has not paid dividends nor does
the Company anticipate paying any
dividends in the foreseeable future. The Company uses the graded vesting attribution method to recognize
compensation costs over the requisite service
period.
The Company classifies cumulative compensation
cost associated with options on subsidiary equity as additional paid-in capital until exercise.
 
F-11 
 

 
Loss per Share
Basic loss per share includes no dilution and
is computed by dividing net loss available to common shareholders by the weighted average common shares
outstanding for the period. Diluted
loss per share reflects the potential dilution of securities that could share in the earnings of an entity similar to fully
diluted loss
 per share. Although there were stock options and warrants in the aggregate of 10,013,788 shares and 5,165,039 shares outstanding at
October 31,
2023 and 2022, respectively, they were not included in the calculation of loss per share because they would have been considered anti-dilutive.
Foreign Currency Translation
During the years ended October 31, 2023
and 2022, the functional currency of Silver Bull Resources, Inc. and its subsidiaries was the U.S. dollar.
During the years ended October 31, 2023
and 2022, the Company’s Mexican operations’ monetary assets and liabilities with foreign source currencies were
translated
into U.S. dollars at the period-end exchange rate and non-monetary assets and liabilities with foreign source currencies were translated
using the
historical exchange rate. The Company’s Mexican operations’ revenue and expenses were translated at the average
exchange rate during the period except
for depreciation of office and mining equipment, costs of office and mining equipment sold and
impairment of property concessions, all of which are
translated using the historical exchange rate. Foreign currency translation gains
 and losses of the Company’s Mexican operations are included in the
consolidated statement of operations.
Accounting for Loss Contingencies and Legal
Costs
From time to time, the Company is named as
a defendant in legal actions arising from its normal business activities. The Company records an accrual for
the estimated loss from a
loss contingency when information available prior to issuance of its financial statements indicates that it is probable that a liability
has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Disclosure of a loss
contingency is made
by the Company if there is at least a reasonable possibility that a loss has been incurred, and either an accrual
has not been made or an exposure to loss
exists in excess of the amount accrued. In cases where only disclosure of the loss contingency
is required, either the estimated loss or a range of estimated
loss is disclosed or it is stated that an estimate cannot be made. Legal
costs incurred in connection with loss contingencies are considered period costs and
accordingly are expensed in the period services are
provided.
Recent Accounting Pronouncements Adopted
in the Year
In November 2021, the Company adopted the Financial
Accounting Standards Board’s (“FASB”) Accounting Standards Updated (“ASU”) 2021-10,
“Government Assistance
(Topic 832)” which provides guidance for required annual disclosures about transactions with a government that are accounted for
by applying a grant or contribution accounting model by analogy. The Company adopted this standard as of November 1, 2022. The adoption
did not have
a significant impact on the Company’s financial position, results of operations or cash flows and disclosures.
Recent Accounting Pronouncements Not Yet
Adopted
In November 2023, the 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.
In March 2022, the FASB issued ASU 2022-01,
“Derivatives and Hedging (Topic 815): Fair Value Hedging—Portfolio Layer Method” which is intended
to make amendments
to the fair value hedge accounting previously issued in ASU 2017-12 “Derivatives and Hedging (Topic 815): Targeted Improvements
to Accounting for Hedging Activities”. The new standard will be effective for reporting periods beginning after December 15, 2022.
 The standard
introduced the portfolio layer method allowing multiple hedged layers of a single closed portfolio when applying fair value
hedge accounting. The adoption
of this update is not expected to have a significant impact on the Company’s financial position, results
of operations or cash flows 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.
 
F-12 
 

 
NOTE
3 – ILLEGAL BLOCKADE OF SIERRA MOJADA PROPERTY AND ICSID ARBITRATION
The Company’s efforts and expenditures
have been concentrated on the exploration of properties, principally with respect to the Sierra Mojada Property
located in Coahuila, Mexico.
On June 1, 2018, the Company and its subsidiaries
Minera Metalin and Contratistas de Sierra Mojada S.A. de C.V. entered into an earn-in option agreement
(the “South32 Option Agreement”)
with South32 International Investment Holdings Pty Ltd (“South32”), a wholly-owned subsidiary of South32 Limited
(ASX/JSE/LSE:
S32), whereby South32 was able to obtain an option to purchase 70% of the shares of Minera Metalin (the “South32 Option”).
On October  11, 2019, the Company and its
 subsidiary Minera Metalin issued a notice of force majeure to South32 pursuant to the South32 Option
Agreement. Due to an illegal blockade
by a cooperative of local miners called Sociedad Cooperativa de Exploración Minera Mineros Norteños, S.C.L.
(“Mineros
Norteños”), the Company halted all work on the Sierra Mojada Property. The notice of force majeure was issued because the
Company and its
subsidiary Minera Metalin were unable to perform their obligations under the South32 Option Agreement due to the blockade.
Pursuant to the South32
Option Agreement, any time period provided for in the South32 Option Agreement was to be generally extended by
a period equal to the period of delay
caused by the event of force majeure.
On August 31, 2022, due to the ongoing blockade
of the site, the South32 Option Agreement was mutually terminated by South32 and the Company.
No portion of the equity value of the Company
was classified as temporary equity as the South32 Option had no intrinsic value. South32 paid $518,000 to
the Company as a final payment
for the exploration costs incurred by the Company during the blockade, and the Company released South32 from all of
claims as of the date
of termination.
As of January 26, 2024, the blockade by Mineros
Norteños at, on and around the Sierra Mojada Property is ongoing, and the Company remains unable to
access the Sierra Mojada Property.
On March 2, 2023, the Company filed the NAFTA
 Notice of Intent. The Company has been unable to access the project since the illegal blockade
commenced in September 2019. Despite numerous
demands and requests for action by the Company, Mexican governmental agencies have allowed this
unlawful conduct to continue and, as such,
failed to protect the Company’s investment.
The Company held a meeting with Mexican government
officials in Mexico City on May 30, 2023, in an attempt to explore amicable settlement options
and avoid arbitration. However, the 90-day
period for amicable settlement under NAFTA expired on June 2, 2023, without a resolution.
On June 28, 2023, the Company commenced international
arbitration proceedings against Mexico under the United States-Mexico-Canada Agreement
(“USMCA”) and NAFTA (the “Arbitration”).
The Arbitration was initiated under the Convention on the Settlement of Investment Disputes between States
and Nationals of Other States
process, which falls under the auspices of the World Bank’s International Centre for Settlement of Investment Disputes
(“ICSID”),
to which Mexico is a signatory.
The Company has engaged Boies Schiller Flexner
(UK) LLP as its legal advisers on the legacy NAFTA claim.
NOTE
4 – ARBITRATION FINANCING
On September 5, 2023, the Company entered into
a litigation funding agreement (“Funding Agreement” or the “LFA”) with Bench Walk, a third party,
which specializes
in funding litigation and arbitration claims. Under the terms of the LFA, Bench Walk has agreed to fund the Company with up to $9.5
million
 to cover the Company’s legal, tribunal and external expert costs and defined corporate operating expenses associated with the Arbitration
proceedings as a purchase of a contingent entitlement to damages.
During fiscal 2023,
the Company has received reimbursement of corporate operating costs totaling $96,740 pursuant to the terms of the LFA. Additionally,
Bench Walk has made payments on the Company’s behalf for legal and arbitration costs totaling $623,774. The
Company continues to have complete
control over the conduct of the international arbitration proceedings, insofar as the proceedings
relate to the Company’s claims, and continues to have the
right to settle with Mexico, discontinue proceedings, pursue the proceedings
to a merits hearing and take any action the Company considers appropriate to
enforce the resulting arbitral award.
 
The Company agreed that Bench Walk shall be entitled
to receive a share of any proceeds arising from the Claim (the “Claim Proceeds”) of up to 3.5x
Bench Walk’s capital
outlay (or, if greater, a return of 1.0x Bench Walk’s capital outlay plus 30% of Claim Proceeds). The actual return to Bench Walk
may
be lower than the foregoing amounts depending on how quickly the Claim is resolved.
 
 
F-13 
 

 
 
As security for Bench Walk’s entitlement
to receive a share of the Claim Proceeds under the LFA, the Company granted to Bench Walk a security interest
in the Claim Proceeds, the
Claim, all documents of title pertaining to the Claim, rights under any appeal bond or similar instrument posted by any of the
defendants
in the Claim, and all proceeds of any of the foregoing.
During the fiscal year ended October 31, 2023,
the following is a summary of the Company’s expenditures that have been incurred and reimbursed or are
expected to be reimbursed
from Bench Walk (Note 18).
 
 
2023
 
 
 
 
 
Exploration and property holding costs
  $
27,829 
Personnel
   
49,812 
Office and administrative
   
68,303 
Professional services
   
47,974 
Directors’ fees
   
42,919 
 
   
236,837 
Less: Received
   
(96,740)
Accounts receivable
  $
140,097 
NOTE 5 – DUE FROM RELATED PARTY
As of October 31, 2023, due from related party
consists of $57,853 (2022 - $23,196) due from Arras for shared employees’ salaries and office expenses.
This amount is non-interest
bearing and is to be repaid on demand.
NOTE 6 – VALUE-ADDED TAX RECEIVABLE
Value-added tax (“VAT”) receivable
relates to VAT paid in Mexico. The Company estimates net VAT of $100,613 (2022 - $127,036) will be received and
believes that it remains
legally entitled to be refunded the full amount of the VAT receivable and intends to rigorously continue its VAT recovery efforts,
this
being supported by the Company’s September 2023 receipt of its claim for the month of July 2017 in the full amount of $9,141 filed,
with back interest
and inflation adjustment amounts additionally being received (total of Mexican Peso (“$MXN”) 418,481).
The outcomes and process for recovering VAT
can be lengthy and unpredictable. The Company continues to pursue recovery from the Mexican
government despite the continued failure to recover the
VAT receivable and a recent preliminary unfavorable ruling from the Mexican tax
authority, which the Company is in the process of challenging. The
allowance for uncollectible VAT was estimated by management based upon
several factors, including the length of time the returns have been outstanding,
responses received from tax authorities, general economic
conditions in Mexico and estimated net recovery after commissions.
A summary of the changes
in the allowance for uncollectible VAT for the fiscal years ended October 31, 2023 and 2022 is as follows:
 
 
 
 
Allowance for uncollectible VAT –
October 31, 2021
  $
420,982 
Provision for uncollectible VAT
   
14,113 
Foreign currency translation
adjustment
   
14,124 
Allowance for uncollectible VAT
– October 31, 2022
   
449,219 
Provision for uncollectible VAT
   
44,713 
Foreign currency translation adjustment
   
42,078 
Allowance for uncollectible
VAT – October 31, 2023
  $
536,010 
 
 
F-14 
 

 
 
NOTE 7 – OFFICE AND MINING EQUIPMENT
The following is a summary of the Company’s
office and mining equipment at October 31, 2023 and 2022:
 
 
October 31,
   
October 31,
 
 
 
2023
   
2022
 
 
 
 
   
 
 
Mining equipment
  $
396,153    $
396,153 
Vehicles
   
92,873     
92,873 
Buildings and structures
   
185,724     
185,724 
Computer equipment and software
   
74,236     
74,236 
Well equipment
   
39,637     
39,637 
Office equipment
   
47,597     
47,597 
 
   
836,220     
836,220 
Less: Accumulated depreciation
   
(705,283)    
(692,652)
Office and mining equipment, net
  $
130,937    $
143,568 
 
NOTE 8 – PROPERTY CONCESSIONS
The following is a summary of the Company’s
property concessions in Sierra Mojada, Mexico as at October 31, 2023 and 2022:
  Property concessions – October 31, 2022
    $
5,019,927 
  Impairment
     
(15,541)
  Property concessions – October 31, 2023
    $
5,004,386 
 
During the
fiscal year ended October 31, 2023, the Company decided to withdraw certain concession applications in Sierra Mojada, Mexico. As a result,
the Company has written off
the capitalized property concession balance related to these concessions of $15,541 in accordance with Level 3 of the fair
value hierarchy.
 
If the blockade at Sierra Mojada Property continues,
further impairment of property concessions is possible.
NOTE 9 – GOODWILL
Goodwill
 represents the excess, at the date of acquisition, of the purchase price of the business acquired over the fair value of the net tangible
 and
intangible assets acquired. The Company’s inability to advance the Sierra Mojada Project due to the ongoing blockade has resulted
in a sustained decrease
in the value of the Company’s common stock. As such, the Company concluded that this constituted an indication
of impairment of goodwill. On April 30,
2022, the Company elected to perform a qualitative assessment to determine whether it is more
likely than not that the fair value of the reporting unit is less
than its carrying amount. Based on this assessment, management determined
it is more likely than not that the fair value of the reporting unit is less than its
carrying amount, and as such, the Company recorded
a goodwill impairment of $2,058,031 during the year ended October 31, 2022.
The following is a
summary of the Company’s goodwill balance as at October 31, 2022 and 2021:
  Goodwill – October 31, 2021
    $
2,058,031 
  Impairment
     
(2,058,031)
  Goodwill – October 31, 2022
    $
— 
 
NOTE 10 – LOAN PAYABLE
In June 2020, the Company received $29,531
($CDN 40,000) in the form of a Canada Emergency Business Account (“CEBA”) loan. CEBA is part of the
economic assistance program
launched by the Government of Canada to ensure that businesses had access to capital during the COVID-19 pandemic. The
CEBA loan program
was increased, and in January 2021, the Company applied and qualified for an additional $15,615 ($CDN 20,000) CEBA loan.
As at October 31, 2023, the total CEBA loan
amount stands at $CDN 60,000. with $CDN 20,000 forgivable if repaid by December 31, 2023. Additionally,
the CEBA loan accrues no interest
to December 31, 2023, and only thereafter converts to a three-year term loan with a 5% annual interest rate.
F-15 
 

 
The Company anticipates repaying the CEBA loan
upon or before December 31, 2023 (Note 18). Income will be recognized in the period when the CEBA
loan is forgiven.
Loan payable – October 31, 2021
  $
48,450 
Foreign currency translation adjustment
   
(4,491)
Loan payable – October 31, 2022
   
43,959 
Foreign currency translation adjustment
   
(703)
Loan payable – October 31, 2023
  $
43,256 
NOTE 11 – COMMON STOCK
On
October 30, 2023, the Company completed a private placement for 11,685,000 units at an issuance price of $CDN 0.11 per unit (the “$CDN
0.11 Unit”)
for gross proceeds of $929,786 ($CDN 1,285,350). Each $CDN 0.11 Unit consists of one share of the Company’s common
stock and one half of one
transferable common stock purchase warrant (each whole warrant, a “$CDN 0.13 Warrant”).  Each
$CDN 0.13 Warrant entitles the holder thereof to
acquire one share of common stock at a price of $CDN 0.13 for a period of 60 months from
the closing of the private placement. The Company paid
finders’ fees totaling $14,210 to agents with respect to certain purchasers
who were introduced by these agents. In addition, the Company incurred other
offering costs of approximately $29,145.   Of
these costs $3,468 is included in warrant issuance costs in the consolidated statements of operations and
comprehensive loss.
On March 9, 2023, the Company issued 625,000
shares of common stock at an average price of $0.14 per share as payment of accrued management
bonuses in the amount of $88,411 ($CDN121,875)
based on the closing trading price on the date of approval by the Company’s board of directors.
On February 17, 2022, the Company issued 507,814
shares of common stock at an average price of $0.25 per share as payment of accrued management
bonuses in the amount of $128,094 ($CDN162,500)
based on the closing trading price on the date of the approval by the Company’s board of directors.
NOTE 12 – STOCK OPTIONS
The Company has one stock option plan under
which equity securities are authorized for issuance to officers, directors, employees and advisors: the 2019
Stock Option and Stock Bonus
Plan (the “2019 Plan”). The 2019 Plan was amended on April 19, 2022 (the “Amended 2019 Plan”). Under the Amended
2019 Plan, 10% of the total shares outstanding are reserved for issuance upon the exercise of options or the grant of stock bonuses, to
a maximum of
15,000,000 shares.
Options are typically granted with an exercise
price equal to the closing market price of the Company’s stock at the date of grant, have a graded vesting
schedule over two or
three years and have a contractual term of five years.
On March 2, 2023, the Company granted options to
acquire 150,000 shares of common stock with a weighted-average grant-date fair value of $0.07 per
share and an exercise price of $CDN
0.195 per share.
 
On February 17, 2022, the Company granted options
to acquire 3,300,000 shares of common stock with a weighted-average grant-date fair value of $0.14
per share and an exercise price of
$CDN 0.32 per share.
 
No options were exercised during the years
ended October 31, 2023 and 2023.
 
F-16 
 

 
A summary of the range of assumptions used to value
stock options granted for the years ended October 31, 2023 and 2022 are as follows:
 
 
 
 
 
Year Ended
October 31,
Options
 
2023
 
2022
 
   
   
Expected volatility
 
74% – 81%
 
81% – 87%
Risk-free interest rate
 
3.83% – 3.96%
 
1.60% – 1.74%
Dividend yield
 
—
 
—
Expected term (in years)
 
2.50 – 5.00
 
2.50 – 5.00
 
     
   
The following is a summary of stock option
activity for the fiscal years ended October 31, 2023 and 2022:
Options
   
Shares
   
Weighted
Average
Exercise Price
   
Weighted
Average
Remaining
Contractual Life
(Years)
   
Aggregate
Intrinsic Value  
 
   
 
   
 
   
 
   
 
 
  Outstanding at October 31, 2021
     
43,750    $
1.39
     
1.30
    $
— 
    Granted
     
3,300,000     
0.24
     
 
     
  
    Cancelled
     
(150,000)    
0.24
     
 
     
  
  Outstanding at October 31, 2022
     
3,193,750     
0.23
     
4.25
     
— 
    Granted
     
150,000     
0.14
     
 
     
  
    Cancelled
     
(400,000)    
0.24
     
 
     
  
    Expired
     
(643,750)    
1.27
     
 
     
  
  Outstanding at October 31, 2023
     
2,300,000     
0.22
     
3.37
     
— 
  Exercisable at October 31, 2022
     
1,483,333    $
0.23
     
3.34
    $
— 
 
The Company recognized stock-based compensation
costs for stock options of $76,758 and $305,779 for the fiscal years ended October 31, 2023 and 2022,
respectively. As of October 31,
2023, there remains $17,079 of total unrecognized compensation expense, which is expected to be recognized over a
weighted average period
of 0.26 years.
Summarized information about stock options
outstanding and exercisable at October 31, 2023 is as follows:
 
Options
Outstanding
     
Options
Exercisable
 
 
Exercise
Price
      Number
Outstanding      
 Weighted
Average
Remaining
Contractual Life
(Years)
     
Weighted
Average
Exercise Price
      Number
Exercisable      
Weighted
Average
Exercise Price
 
$
0.23
     
2,150,000
     
3.30
    $
0.23
     
1,433,333
    $
0.23
 
 
0.14
     
150,000
     
4.37
     
0.14
     
50,000
     
1.26
 
 
 
NOTE 13 – WARRANTS
During the year ended October 31, 2023, the
Company issued 5,842,499 warrants with an exercise price of $CDN 0.13 in connection with the $CDN 0.11
Unit private placement (Note 11).
The fair value of the warrants issued in the $CDN 0.11 Unit private placement was determined to be $78,263 based on
the Black-Scholes
pricing model using a risk-free interest rate of 4.80%, expected volatility of 40.77%, dividend yield of 0%, and a contractual term of
five
years adjusted for the liquidity of the Company’s common stock and resale restrictions on the shares to be received on exercise
of the warrants.
A summary of warrant activity for the fiscal
years ended October 31, 2023 and 2022 is as follows:
Warrants
 
Shares
   
Weighted
Average
Exercise Price    
Weighted
Average
Remaining
Contractual
Life (Years)
   
Aggregate
Intrinsic Value  
Outstanding and exercisable at October 31, 2021*
    1,971,289     $
0.59
     
3.99
    $
—
 
Outstanding and exercisable at October 31, 2022
    1,971,289     $
0.59
     
2.99
    $
—
 
Issued in the $CDN 0.13 Unit private placement (Note 11)
    5,842,499      
0.10
     
5.00
     
—
 
Outstanding and exercisable at October 31, 2023
    7,813,788     $
0.23
     
4.24
    $
—
 
*Pursuant to the Distribution (Note 1), 1,971,289
warrants with a weighted average exercise price of $0.59 are exercisable into one share of common stock
of the Company and one common
share of Arras. The Company will receive $0.34 of the proceeds from the exercise of each of these warrants and the
remaining proceeds
will be paid to Arras.
No warrants were exercised during the year
ended October 31, 2023.
No warrants were issued or exercised during
the year ended October 31, 2022.
 
F-17 
 

 
Summarized information about warrants outstanding
and exercisable at October 31, 2023 is as follows:
 
Warrants Outstanding and Exercisable
 
 
Exercise
Price
     
Number
Outstanding
     
 Weighted
Average Remaining
Contractual Life (Years)
     
Weighted
Average Exercise Price
 
$
0.59
     
1,971,289
     
1.99
    $
0.59
 
 
0.11
     
5,842,499
     
5.00
     
0.11
 
$
0.23
     
7,813,788
     
4.24
    $
0.23
 
 
The Company’s $CDN warrants have been recognized
as a derivative liability. The following is a summary of the Company’s warrant derivative
liability at
October 31, 2023:
 
Warrant derivative liability at October 31, 2022
  $
— 
Warrants issued in $CDN 0.11 Unit private placement
   
78,263 
Change in fair value of warrant derivative liability
   
40 
Foreign currency translation adjustment
   
(215)
 Warrant derivative liability at October 31, 2023
  $
78,088 
 
NOTE 14 – INCOME TAXES
Provision for Taxes
The Tax Act was signed into law on December 22,
2017 and the Tax Act required the Company to use a statutory tax rate of 21% for the years ended
October 31, 2023 and 2022.
The Company files a United States federal income
tax return and a Canadian branch return on a fiscal year-end basis and files Mexican income tax returns
for its two Mexican subsidiaries
on a calendar year-end basis. The Company and two of its wholly-owned subsidiaries, Minera Metalin and Minas, have not
generated taxable
income since inception.
Contratistas, another wholly-owned Mexican
subsidiary, has historically generated taxable income based upon intercompany fees billed to Minera Metalin
on the services it provides.
On August 26, 2021, Contratistas merged with and into Minera Metalin.
On April 16, 2010, a wholly-owned subsidiary
of the Company was merged with and into Dome, resulting in Dome becoming a wholly-owned subsidiary
of the Company. Dome, a Delaware corporation,
files a tax return in the United States as part of the Company’s consolidated tax return.
The components of loss before income taxes
were as follows:
 
 
For the year ended
 
 
 
October 31,
 
 
 
2023
   
2022
 
United States
  $
(871,000)   $
(766,000)
Foreign
   
(380,000)    
(2,398,000)
Loss before income taxes
  $
(1,251,000)   $
(3,164,000)
 
 
F-18 
 

 
The components of the provision for income
taxes are as follows:
 
 
For the year ended
 
 
 
October 31,
 
 
 
2023
   
2022
 
Current tax expense
  $
2,217    $
4,520 
Deferred tax expense
   
—     
— 
 
  $
2,217    $
4,520 
 
The Company’s provision for income taxes
for the fiscal year ended October 31, 2023 consisted of a tax expense of $2,217 (2022 - $4,550) related to a
provision for income
taxes for the Silver Bull Canadian branch return for the fiscal year ended October 31, 2023.
The reconciliation of the provision for income
taxes computed at the U.S. statutory rate to the provision for income tax as shown in the statement of
operations and comprehensive loss
is as follows:
 
 
For the year ended
 
 
 
October 31,
 
 
 
2023
   
2022
 
 
 
 
   
 
 
Income tax benefit calculated at U.S. federal income tax rate
  $
(263,000)   $
(665,000)
 
   
      
  
Differences arising from:
   
      
  
Other permanent differences
   
187,000     
524,000 
Differences due to foreign income tax rates
   
(34,000)    
(29,000)
Adjustment to prior year taxes
   
269,000     
447,000 
Inflation adjustment foreign net operating loss
   
(363,000)    
(797,000)
Foreign currency fluctuations
   
(320,000)    
(51,000)
Decrease in valuation allowance
   
(831,000)    
(1,840,000)
Net operating loss carry forwards expiration - Mexico
   
1,359,000     
2,416,000 
Other
   
(2,000)    
— 
Net income tax provision
  $
2,000    $
5,000 
 
The components of the deferred tax assets at
October 31, 2023 and 2022 were as follows:
 
 
For
the year ended October 31,
 
 
 
2023
   
2022
 
 
 
 
   
 
 
Deferred tax assets:
   
      
  
Net operating loss carry forwards – U.S.
  $
5,146,000    $
5,235,000 
Net operating loss carry forwards – Mexico
   
2,806,000     
3,711,000 
Exploration costs
   
1,109,000     
961,000 
Other – United States
   
103,000     
68,000 
Other – Mexico
   
24,000     
44,000 
Total net deferred tax assets
   
9,188,000     
10,019,000 
Less: valuation allowance
   
(9,188,000)    
(10,019,000)
Net deferred tax asset
  $
—    $
— 
 
At October 31, 2023, the Company has U.S.
net operating loss carry-forwards of approximately $19 million that expire in the years 2028 through 2037 and
$5 million which will be
carried forward indefinitely. The Company has approximately $13 million of net operating loss carry-forwards in Mexico that
expire in
the calendar years 2023 through 2032.
The valuation allowance for deferred tax assets
of $9.2 and $10.0 million at October 31, 2023 and 2022, respectively, relates principally to the uncertainty
of the utilization of
certain deferred tax assets, primarily net operating loss carry forwards in various tax jurisdictions. The Company continually assesses
both positive and negative evidence to determine whether it is more likely than not that the deferred tax assets can be realized prior
to their expiration.
Based on the Company’s assessment, it has determined that the deferred tax assets are not currently realizable.
 
F-19 
 

 
Net Operating Loss Carry Forward Limitation
For U.S. federal income tax purposes, a change
in ownership under IRC Section 382 has occurred as a result of the Dome merger in April 2010. When an
ownership change has occurred, the
utilization of these losses against future income would be subject to an annual limitation, which would be equal to the
value of the acquired
company immediately prior to the change in ownership multiplied by the IRC Section 382 rate in effect during the month of the
change.
Accounting for Uncertainty in Income Taxes
During the fiscal years ended October 31,
2023 and 2022, the Company has not identified any unrecognized tax benefits or had any additions or reductions
in tax positions and therefore
a reconciliation of the beginning and ending amount of unrecognized tax benefits is not presented.
The Company does not have any unrecognized
tax benefits as of October 31, 2023, and accordingly the Company’s effective tax rate will not be materially
affected by unrecognized
tax benefits.
The following tax years remain open to examination
by the Company’s principal tax jurisdictions:
 
 United States:
 2019 and all following years
 
 
 Mexico:
 2018 and all following years
 
 
 Canada:
 2019 and all following years
 
 
The Company has not identified any uncertain
 tax position for which it is reasonably possible that the total amount of unrecognized tax benefit will
significantly increase or decrease
within the next 12 months.
The Company’s policy is to classify tax
 related interest and penalties as income tax expense. There is no interest or penalties estimated on the
underpayment of income taxes
as a result of unrecognized tax benefits.
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 they are 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, investments,
accounts payable,
loan payable and warrant derivative liability.
Cash and cash equivalents, accounts receivable,
due from related party and accounts payable are classified as Level 1 in the fair value hierarchy. Their
carry amounts approximate fair
value at October 31, 2023 and 2022 due to the short maturities of these financial instruments. Investments and loan payable
are classified
as Level 2 in the fair value hierarchy.
F-20 
 

 
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 13). 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.
 
The Company has the following liabilities under the
fair value hierarchy:
 
 
October
31, 2023
 
Liability
 
Level
1
   
Level
2
   
Level
3
 
 
   
      
      
  
Warrant derivative liability
  $
—    $
—    $
78,088 
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 liquidity of funds and ensure that counterparties
demonstrate
minimum acceptable credit worthiness.
The Company maintains its U.S. dollar and $CDN 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 100,000. Certain
Canadian bank accounts held by the Company
exceed these federally insured limits or are uninsured as they related to U.S. dollar deposits held in Canadian
financial institutions.
As of October 31, 2023 and 2022, the Company’s cash and cash equivalent balances held in Canadian financial institutions included
$913,397 and $802,761, respectively, which was not insured by the CDIC. The Company has not experienced any losses on such accounts and
management
believes that using major financial institutions with high credit ratings mitigates the credit risk in cash and cash equivalents.
As at October 31, 2023 and 2022, cash and cash
equivalents consist of guaranteed investment certificates of $3,172 and $369,551, respectively, held in
bank accounts.
The Company also maintains cash in bank accounts
in Mexico. These accounts are denominated in the local currency and are considered uninsured. As of
October 31, 2023 and 2022, the
U.S. dollar equivalent balance for these accounts was $23,183 and $10,702, respectively. In February 2023, a cash balance
of $19,355
($MXN 349,884) was subject to seizure by the Mexican government due to a dispute over certain years’ VAT and corporate tax.
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 October 31, 2023 and 2022,
none of the Company’s
receivables are impaired.
Interest Rate Risk
The Company holds substantially all of the
Company’s 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
fiscal year ended October 31, 2023, a 1% decrease in interest rates would have resulted in a reduction in interest income for the
period of
approximately $3,640.
F-21 
 

 
Foreign Currency Exchange Risk
Certain purchases of labor, operating supplies and
capital assets are denominated in $CDN, $MXN or other currencies. As a result, currency exchange
fluctuations may impact the costs of
the Company’s operations. Specifically, the appreciation of the $MXN or $CDN against the U.S. dollar may result in
an increase in
operating expenses and capital costs in U.S. dollar terms. The Company currently does not engage in any currency hedging activities.
 
Based on the net exposures as at October 31,
2023, a 5% depreciation or appreciation of the $CDN and $MXN against the U.S. dollar would result in an
increase/decrease of approximately
$13,000 in the Company’s net income.
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 October 31, 2023, the Company has $1,008,507
 (2022 - $886,728) of cash and cash equivalents to settle current liabilities of $822,337 (2021 -
$342,192). All payables classified as
current liabilities are due within one year.
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 Mexico
To properly maintain property concessions in
Mexico, the Company is required to pay a semi-annual fee to the Mexican government and complete annual
assessment work.
Royalty
The Company
has agreed to pay a 2% net smelter return royalty on certain property concessions within the Sierra Mojada Property based on the revenue
generated from production. Total payments under this royalty are limited to $6.875 million (the “Royalty”). To date, no royalties
have been paid.
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 6% per annum since
August 30, 2004, even though no revenue has been
produced from the applicable mining concessions. It also sought payment of wages
to the cooperative’s members since August 30, 2004, even though none
of the individuals were hired or performed work for Minera
 Metalin under this agreement and Minera Metalin did not commit to hiring them. On
January 19, 2015, the case was moved to the Third
District Court (of federal jurisdiction). On October 4, 2017, the court ruled that Mineros Norteños was
time barred from bringing
the case. On October 19, 2017, Mineros Norteños appealed this ruling. On July 31, 2019, the Federal Appeals Court upheld
the
original ruling. This ruling was subsequently challenged by Mineros Norteños and on January 24, 2020, the Federal Circuit
Court ruled that the Federal
Appeals Court must consider additional factors in its ruling. In March 2020, the Federal Appeals Court upheld
the original ruling after considering these
additional factors. In August 2020, Mineros Norteños appealed this ruling, which appeal
the Company timely responded and objected to on October 5,
2020. On March 26, 2021, the Federal Circuit Court issued a final and
conclusive resolution, affirming the Federal Appeals Court decision. Despite the
judgments in favour of the Company, Mineros Norteños
has continued to block access to the facilities at Sierra Mojada since September 2019.  The
Company has filed criminal complaints
 with the State of Coahuila, federal and state authorities have been contacted to intervene and terminate the
blockade, and the Company
has attempted to negotiate with Mineros Norteños, without resolution to date. The Company has not accrued any amounts in its
consolidated
financial statements with respect to this claim.
 
F-22 
 

 
ICSID
Arbitration
On March 2,
2023, the Company filed the NAFTA Notice of Intent (Note 3). 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 consolidated financial statements with respect to this claim.
 
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 $5.9
million for the alleged breach of the agreement. On
April 28, 2016, Minera Metalin filed its response to the complaint, asserting various
defenses, including that Minera Metalin terminated the agreement
before the payment obligations arose and that certain conditions precedent
to such payment obligations were never satisfied by Valdez. The Company and
the Company’s Mexican legal counsel asserted all applicable
defenses. In May 2017, a final judgment was entered finding for the Company, the defendant,
acquitting the Company of all of the plaintiff’s
claims and demands. However, due to a technicality in an early procedural act, Valdez was allowed to, and
did, challenge the judgment
before a local Appeals Court. On October 1, 2020, the Appeals Court entered a resolution overturning the previous judgment
and entering
a resolution in favor of Valdez in the amount of $5 million, plus court costs. In November 2020, the judgment of the Appeals Court was
timely
challenged by the Company by means of an “Amparo” lawsuit (Constitutional protection) before a Federal Circuit Court.
In June 2021, the Federal Circuit
Court ruled in favour of the plaintiff. The Company believes these judgments are contrary to applicable
law. The plaintiff initiated proceedings to enforce
the Appeals Court resolution, and the Company has offered a mining concession as a
 payment in full to terminate this controversy definitively. The
Company believes the likelihood of the plaintiff succeeding in collecting
any amount on this claim is remote, as such the Company has not accrued any
amounts in its consolidated financial statements with respect
to this claim.
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 4). Under the terms of the LFA, Bench Walk has agreed to fund the
Company with up to $9.5 million to cover the
Company’s legal, tribunal and external expert costs and defined corporate operating expenses associated with
the Claim in relation
to the international arbitration proceedings as a purchase of a contingent entitlement to damages. The Company continues to have
complete
control over the conduct of the international arbitration proceedings, insofar as the proceedings relate to the Company’s claims,
and continues to
have the right to settle with the respondent, discontinue proceedings, pursue the proceedings to trial and take any action
the Company considers appropriate
to enforce judgment.
 
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 30% of Claim Proceeds). The actual return to Bench Walk may be lower than
the foregoing
amounts depending on how quickly the Claim is resolved.
 
As security for Bench Walk’s entitlement
to receive a share of the Claim Proceeds under the LFA, the Company granted to Bench Walk a security interest
in the Claim Proceeds,
the Claim, all documents of title pertaining to the Claim, rights under any appeal bond or similar instrument posted by any of the
defendants
in the Claim, and all proceeds of any of the foregoing.
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 ICSID Arbitration. The MRA provides that if the
Company is successful and
 the Company receives damages proceeds, 12% of the net proceeds will be directed to the MRA for distribution to its
participants. Each
participant must satisfy specific ICSID Arbitration related duties and if they do so, each participant may be entitled to a pre-defined
percentage of the proceeds received by the MRA. The Toronto Stock Exchange (the “TSX”) has provided its conditional approval
of the MRA dependent
upon the MRA being approved by the Company’s disinterested shareholders at Silver Bull’s 2024 annual
meeting of shareholders in April 2024.
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 ICSID 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 6% per annum, compounded annually. As of October 31, 2023, the deferred salary is approximately $17,000.
As the outcome of the ICSID Arbitration is
not determinable as at October 31, 2023, no expense has been recorded in relation to the above.
 
F-23 
 

 
NOTE 17 – SEGMENT INFORMATION
The Company
operates in a single reportable segment: the exploration of mineral property interests. The Company has mineral property interests in
Sierra
Mojada, Mexico.
Geographic information is approximately as
follows:
 
 
For the Year Ended
 
 
 
October 31,
 
 
 
2023
   
2022
 
Net loss
   
      
  
Mexico
  $
(404,000)   $
(2,397,000)
Kazakhstan
   
(3,000)    
— 
Canada
   
(844,000)    
(771,000)
Net Loss
  $
(1,251,000)   $
(3,168,000)
 
The following table details the allocation
of assets included in the accompanying consolidated balance sheet at October 31, 2023:
 
 
Canada
   
Mexico
   
Total
 
Cash and cash equivalents
  $
985,000    $
23,000    $
1,008,000 
Other receivables
   
6,000     
—     
6,000 
Accounts receivables
   
140,000     
—     
140,000 
Prepaid expenses and deposits
   
40,000     
5,000     
45,000 
Due from related party
   
58,000     
—     
58,000 
Value-added tax receivable, net
   
—     
101,000     
101,000 
Office and mining equipment, net
   
—     
131,000     
131,000 
Property concessions
   
—     
5,004,000     
5,004,000 
 
  $
1,229,000    $
5,264,000    $
6,493,000 
 
The following table details the allocation of assets
included in the accompanying consolidated balance sheet at October 31, 2022:
 
 
 
Canada
   
Mexico
   
Total
 
Cash and cash equivalents
  $
876,000    $
11,000    $
887,000 
Other receivables
   
3,000     
—     
3,000 
Prepaid expenses and deposits
   
45,000     
4,000     
49,000 
Due from related party
   
23,000     
—     
23,000 
Value-added tax receivable, net
   
—     
127,000     
127,000 
Office and mining equipment, net
   
—     
144,000     
144,000 
Property concessions
   
—     
5,020,000     
5,020,000 
 
  $
947,000    $
5,306,000    $
6,253,000 
 
The Company has significant assets in Coahuila,
 Mexico. Although Mexico is generally considered economically stable, it is always possible that
unanticipated events in Mexico could disrupt
 the Company’s operations. The Mexican government does not require foreign entities to maintain cash
reserves in Mexico.
The following table details the allocation
of exploration and property holding costs for the exploration properties:
 
 
For the Year Ended
 
 
 
October 31,
 
 
 
2023
   
2022
 
Exploration and property holding costs for the year
   
      
  
Mexico
  $
(329,000)   $
(2,392,000)
Kazakhstan
   
(3,000)    
— 
 
  $
(332,000)   $
(2,392,000)
 
 
F-24 
 

 
 
NOTE 18 – SUBSEQUENT EVENTS
On December 8, 2023, the Company repaid $28,837
($CDN 40,000) of the CEBA loan, and pursuant to its terms, recognized $14,419 ($CDN 20,000) in
other income as partial forgiveness of
the CEBA loan.
On January 24, 2024, the Company received
the second payment of $200,000 from Bench Walk.
On January 26, 2024, the Company granted options to
acquire 2,425,000 shares of common stock with an exercise price of $CDN 0.16 per share of
common stock.
 
 
 
F-25
 
 

Exhibit 4.1
 
 
DESCRIPTION
OF CAPITAL STOCK
The following is a description
of each class of securities of Silver Bull Resources, Inc. (“Silver Bull” or the “Company”) that is registered
under
Section  12 of the Securities Exchange Act of 1934, as amended, and does not purport to be complete. For a complete description
 of the terms and
provisions of such securities, refer to the Company’s articles of incorporation and the Company’s bylaws,
which are incorporated herein by reference to
Exhibit  3.1 to the Company’s Current Report on Form  8-K filed with the Securities
 and Exchange Commission (the “SEC”) on April  21, 2021 and
Exhibit 3.1.2 to the Company’s Annual Report on
Form 10-K filed with the SEC on January 14, 2011, respectively. This summary is qualified in its entirety
by reference to these
documents.
Common Stock
Silver Bull’s articles
of incorporation authorize Silver Bull to issue 150,000,000 shares of common stock, $0.01 par value per share. As of October
31, 2023,
47,365,652 shares of Silver Bull common stock were issued and outstanding. The rights of the holders of Silver Bull common stock are governed
by Chapter 78 of the Nevada Revised Statutes, Silver Bull’s articles of incorporation and Silver Bull’s bylaws.
Dividend Rights
Holders of Silver Bull
common stock will be entitled to receive dividends when, as and if declared by the Company’s board of directors, and out
of funds
legally available for their payment. At the present time, the Company does not anticipate paying dividends, cash or otherwise, on Silver
Bull
common stock in the foreseeable future. Future dividends will depend on the Company’s earnings, if any, the Company’s
financial requirements and other
factors.
Redemption Rights
Silver Bull common stock
is not redeemable or convertible.
Voting Rights
Each holder of Silver Bull
common stock is entitled to one vote per share, and all voting rights are vested in the holders of shares of Silver Bull
common stock.
Holders of shares of common stock will have noncumulative voting rights, which means that the holders of more than 50% of the shares
voting
for the election of directors will be able to elect 100% of the directors, and the holders of the remaining shares voting for the election
of directors
will not be able to elect any directors.
Election of Directors
The Company’s directors
are elected by a majority vote in a meeting at which a quorum is present. A director candidate that receives a majority of
the votes
in favor of such candidate will be elected to serve on the Company’s board of directors.
In February 2016, the Company’s board
of directors adopted a majority voting policy stipulating that stockholders shall be entitled to vote in favor
of, or withhold from voting
for, each individual director nominee at a stockholders’ meeting. If the number of shares “withheld” for any nominee
exceeds
the number of shares voted “for” such nominee, then, notwithstanding that such director was duly elected as a matter
of corporate law, he or she shall
tender his or her written resignation to the chair of the board. The Corporate Governance and Nominating
Committee will consider such offer of resignation
and will make a recommendation to the board of directors concerning the acceptance
or rejection of the resignation after considering, among other things,
the stated reasons, if any, why certain stockholders “withheld”
votes for the director, the qualifications of the director and whether the director’s resignation
from the board would be in the
best interests of the Company. The board of directors must take formal action on the Corporate Governance and Nominating
Committee’s
recommendation within 90 days and announce its decision by a press release. According to the majority voting policy, the affected director
cannot participate in the deliberations of the Corporate Governance and Nominating Committee or the board of directors regarding his
or her resignation.
The majority voting policy applies only in circumstances involving an uncontested election of directors, meaning
an election in which the number of
nominees is equal to the number of directors to be elected.
 
 

 
 
Liquidation Rights
In the event of the Company’s
voluntary or involuntary liquidation, dissolution or winding up, the holders of Silver Bull common stock will be
entitled to share equally
in any of Silver Bull’s assets available for distribution after the payment in full of all debts and distributions.
No Preemptive or Similar
Rights
Under Nevada law, a stockholder
of a corporation does not have a preemptive right to acquire the corporation’s unissued shares unless there is a
provision to the
contrary in the articles of incorporation. The Company’s articles of incorporation do not provide the Company’s stockholders
with any
preemptive or similar rights.
Transfer Agent
The transfer agent and
 registrar for Silver Bull common stock is Olympia Trust Company, located at 925 West Georgia Street, Suite  1900,
Vancouver, British
Columbia V6C 3L2, Canada.
Warrants
As of October 31, 2023,
the Company had issued and outstanding warrants to purchase 1,971,289 shares at $0.59 per share (the “$0.59 Warrants”)
and
5,842,499 shares at $0.11 per share, exercisable on October 27, 2020 and October 30, 2023 and expiring on October 27, 2025 and
October 30, 2028,
respectively. In accordance with the terms of the Separation and Distribution Agreement between Silver Bull and Arras,
the Company will receive $0.34 of
the proceeds from the exercise of each of these warrants and the remaining proceeds will be paid to
Arras from the $0.59 Warrants.
The number of shares of
Silver Bull common stock to be received upon the exercise of each warrant may be adjusted from time to time upon the
occurrence of certain
events, including but not limited to (i) a declaration of a dividend or other distribution in respect of Silver Bull common stock;
(ii) a
subdivision, redivision or change to the outstanding shares of Silver Bull common stock into a greater number of shares of
Silver Bull common stock;
(iii) a reduction, combination or consolidation of Silver Bull common stock into a lesser number of shares
of Silver Bull common stock; (iv) a rights
offering to subscribe for or purchase Silver Bull common stock or securities convertible
into or exchangeable for Silver Bull common stock; and (v) a
reorganization, reclassification, consolidation, amalgamation, arrangement
or merger of the Company with or into any other corporation or entity, or a sale,
lease, exchange or transfer of substantially all of
the undertaking of assets of the Company, or similar event.
Anti-Takeover Provisions
in the Company’s Articles of Incorporation and Bylaws
The Company’s articles
of incorporation and bylaws also contain provisions that the Company describes in the following paragraphs, which may
delay, defer, discourage,
or prevent a change in control of the Company, the removal of the Company’s existing management or directors, or an offer by a
potential
acquirer to the Company’s stockholders, including an offer by a potential acquirer at a price higher than the market price for the
stockholders’
shares.
Among other things, Silver
Bull’s articles of incorporation and bylaws:
·
provide that vacancies on the board of directors may be filled by the vote of a two-thirds (2/3) majority
of the directors then in office or in the
case of a vacancy by resignation or death, by the majority of directors then in office;
·
establish advance notice procedures with regard to stockholder proposals relating to the nomination of
candidates for election as directors or
new business to be brought before meetings of the Company’s stockholders. These procedures
provide that notice of stockholder proposals
must be timely given in writing to the Company’s corporate secretary prior to the meeting
at which the action is to be taken. Generally, to be
timely, notice must be received at the Company’s principal executive offices
not less than 120 days prior to the first anniversary of the prior
year’s annual meeting (or, in the case of a special meeting,
 a reasonable time before the Company begins to print and send its proxy
materials). The Company’s bylaws specify the information
that must be included in a stockholder’s notice. These requirements may prevent
stockholders from bringing matters before the stockholders
at an annual or special meeting;
·
provide that stockholders may not act by written consent in lieu of a meeting;
·
provide that stockholders are not permitted to call special meetings of stockholders. Only the board of
directors, by a two-thirds (2/3) majority
vote, and the Company’s president are permitted to call a special meeting of stockholders;
and
·
provide that the Company’s board of directors, by a two-thirds (2/3) majority vote, may amend or
repeal the Company’s bylaws without
further stockholder approval unless otherwise required by law, and provide that a stockholder
amendment to the bylaws requires a favorable
vote of sixty-six and two-thirds percent (66 2/3%) of the Company’s outstanding voting
shares then entitled to vote at an election of directors.
 
 

Exhibit 10.2
 
 
LP
22822400.6 \ 43915-138481
 
CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXLCUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND THE
REGISTRANT CUSTOMARILY AND ACTUALLY TREATS
SUCH INFORMATION AS PRIVATE AND CONFIDENTIAL. [***] INDICATES
THAT INFORMATION HAS BEEN REDACTED.
 
  
LITIGATION
FUNDING AGREEMENT
 
Date:
September 4, 2023
 
(1)
BENCH
WALK 23P, L.P.
(2)
SILVER
BULL RESOURCES, INC.
 
 
 
 

 
 
THIS
LITIGATION FUNDING AGREEMENT is dated September 4, 2023 (this Agreement)
BETWEEN:
(1)
Bench
Walk 23p, L.P., a Delaware limited partnership with a principal place of business at
123 Justison Street, 7th Floor, Wilmington, DE 19801,
USA (the Funder); and
(2)
Silver
Bull Resources, Inc., a United States company incorporated under the laws of Nevada,
with its principal executive offices at 777 Dunsmuir
Street, Suite 1605, Vancouver, British
Columbia, Canada V7Y 1K4 (the Claimant).
1.
DEFINITIONS
1.1
The
defined terms and rules of interpretation in Schedules 1 and 2 apply to this Agreement.
1.2
All
determinations under the Transaction Documents will be made by the Funder acting in good
faith except where expressly stipulated otherwise
and those determinations will be binding
absent manifest or proven error.
2.
AGREEMENT
TO FUND
2.1
Not
more than once per month, the Solicitor may issue to the Funder a draw down request in writing
in the amount of:
(a)
the
Disbursements;
(b)
the
proportion of the Legal Costs that the parties have agreed in the Budget will be paid current
 by the Funder, rather than being
contingent on success; and
(c)
any
premium for Insurance that the Funder has agreed to pay
2.2
Not
more than once per quarter, the Claimant may issue to the Funder a draw down request in writing
for the Working Capital in the amount of up
to USD 200,000, subject to a maximum in aggregate
of the Working Capital Limit.
2.3
If
the Conditions Precedent are all satisfied at that time the Funder will, within 30 calendar
days of a request under clause 2.1 or clause 2.2, pay
into the Solicitor’s Client Account
or the Claimant’s Account, as appropriate, amounts properly requested under that clause.
2.4
If
the Funder believes that any amount for which a draw down is requested has not been reasonably
incurred the Funder may decline to fund the
disputed amount for a period of 20 business days.
During that period the Funder must instruct an independent, appropriately-qualified solicitor
or
barrister to determine whether the relevant amount was reasonably incurred. The Solicitor
will be entitled to make representations to the reviewing
solicitor or barrister. The decision
of that solicitor or barrister will be binding on both parties and his costs will be paid
by the Funder and, if the
Funder was correct, treated as legal fees incurred by it in connection
with the Transaction Documents.
3
PROCEEDS
3.1
Without
prejudice to any other right of the Funder to receive payment under this Agreement or otherwise,
if any Proceeds are received by the
Solicitor or the Claimant or any connected party, they
will be applied as provided for in the Priorities Agreement.
 
 
 
2 

 
 
 
3.2
If
any amount is not paid when due to the Funder under the Transaction Documents, interest will
accrue on that amount at the Funder’s reasonably
anticipated return on equity as at
the date of signing, which is [***]% per annum.
4
ADDITIONAL
FUNDING
4.1
The
Claimant will notify the Funder promptly if:
(a)
the
Budget is materially less, for any period or in total, than the Solicitor’s reasonable
 estimation of the costs that will actually be
required;
(b)
it
expects that there will be an Appeal; or
(c)
it
expects that there will be a Related Claim,
and
the Funder will then have the option, in its absolute discretion, to provide any additional funding required. Unless otherwise agreed
in writing,
that additional funding will be on the same terms, mutatis mutandis, as this Agreement but with an increase of [***]% to
each of the numbers in
the “Profit Share” column set out in relevant table in the definition of “Profit Share”
for each [***]% increase in the Commitment Amount. If the
Funder exercises that option the Budget and the Commitment Amount (and any
other relevant terms of this Agreement) will be automatically
deemed amended to reflect that exercise.
4.2
If
the Funder does not elect to provide additional funding under clause 4.1, the original Budget
will continue to apply to this Agreement.
4.3
Without
prejudice to any other rights of the Funder and notwithstanding that the Funder has no contractual
obligation to do any of the following, if
the Funder either:
(a)
provides
(or pays any third party to provide) any security for costs in connection with the Claim;
or
(b)
pays
any Adverse Costs in connection with the Claim; or
(c)
pays,
or advances money to the Solicitor to pay, any Disbursements or Legal Costs that when added
to the Outstanding Principal Amount,
exceed the Commitment Amount in circumstances where
the Funder reasonably determines that, if those amounts were not paid, the
merits of the
Claim might be materially impaired,
Then
the following will apply:
(i)
the
value of the security provided or the amount paid by the Funder, as applicable, will be added
to the Outstanding Principal Amount
and the Commitment Amount; and
(ii)
there
will be a pro rata increase in each of the numbers in the column entitled “% of Proceeds”
of the table in the definition of “Profit
Share”; and
(iii)
in
the case of assets posted by the Funder as security, if those assets or equivalent assets
 or value, are released from the security
requirements, the Claimant will procure that those
assets be paid immediately to the Funder and will not be subject to the waterfall or any
other order of priorities.
 
3 

 
 
 
5.
REPRESENTATIONS
AND WARRANTIES
5.1
The
Claimant represents and warrants on a continuing basis that:
5.1.1
it
is duly organised, validly existing and in good standing under the laws of its jurisdiction
of incorporation; it has the power and has
obtained all necessary authority and consents
 to bring the Claim and to execute and perform its obligations under the Transaction
Documents
and all documents relating to the Claim; and it is, and expects to remain, solvent and able
to pay its debts as they fall due;
5.1.2
it
has disclosed to the Funder all information of which it is aware after reasonable enquiry
(including all material advice received) that it
believes is relevant to the Funder’s
evaluation of the risk of this Agreement and the Claim and all information provided to the
Funder or
its representatives in connection with the Transaction Documents or the Claim is,
to the best of the Claimant’s knowledge, true, complete
and not misleading;
5.1.3
except
as disclosed in writing to the Funder prior to signing no person has any security interest
or quasi security interest nor any other
right to receive payments from the Claim or the
Proceeds that are not subordinated to the Funder’s entitlements under the Transaction
Documents;
5.1.4
prior
to signing it has taken such legal and other advice on the terms of the Transaction Documents
as it deems necessary and it believes
the Transaction Documents are in its best interests
and of significant commercial value and it has not relied on the Funder or any of the
Funder’s
affiliates or representatives in deciding whether or not to enter into any Transaction Documents
or in deciding whether or not to
take any action in respect of the Claim;
5.1.5
each
of the Transaction Documents is legal, valid, binding and enforceable in accordance with
its stated terms and remains in full force
and effect; and
5.1.6
all
representations and warranties given under the Insurance remain true.
5.2
The
Funder represents and warrants on a continuing basis that it is duly organized, validly existing
and in good standing under the laws of its
jurisdiction of organization; it has the power
and has obtained all necessary authority and consents to execute and perform its obligations
under
this Agreement.
6.
COVENANTS
6.1
The
Claimant covenants that it will:
6.1.1
not
take or, to the extent within its control, permit any other person to take any action that
might reasonably be expected to result in a
misrepresentation or other breach of any term
of the Transaction Documents;
6.1.2
if
so required by the Funder, acting reasonably, maintain ATE insurance coverage sufficient
 to meet any reasonable Adverse Costs
liability that may be awarded if the Claim is lost at
trial; comply with the terms of each Insurance and inform the Funder of any material
correspondence
with the insurer or reinsurer under that Insurance;
6.1.3
provide
the Irrevocable Instructions to the Solicitor and procure that the Solicitor provide to the
Funder the Solicitor’s Undertaking and,
by the 5th calendar day of each
month, the Monthly Report;
6.1.4
promptly
share with the Funder any legal opinion obtained in connection with the Claim and promptly
 inform the Funder of any
significant developments in the Claim including any material adverse
 change in the prospects of success or recovery and, upon the
Claimant’s (or the Solicitor’s)
becoming aware of any such material adverse change, immediately cease further drawings under
 this
Agreement and, if moneys have previously been advanced to the Solicitor’s Client
Account or the Claimants Client Account under this
Agreement, return to the Funder any remaining
portion of those moneys;
 
4 

 
 
 
6.1.5
comply,
and procure that the Solicitor and counsel comply, with any applicable pre-action protocol,
CPR, any relevant pre-conditions to
commencing arbitration and any order/direction of a court
or arbitral tribunal;
6.1.6
take
and follow the legal advice of the Solicitor and counsel at all times (or obtain the consent
of the Funder to depart from any such
advice), including whether to make or accept any offer
to settle the Claim and provide the Solicitor and counsel with such information
and support
as they may require to pursue the Claim to the best of their abilities;
6.1.7
at
the request of the Funder from time to time and at the Funder’s cost obtain an updated
opinion from counsel on the merits of the Claim;
6.1.8
provide,
or arrange with any insurer or other relevant party to provide, at the Claimant’s cost,
adequate security for costs in accordance
with the terms of any court order or tribunal direction
in the Claim including, without limitation, any such order made against the Funder
or any
entity directly or indirectly related to the Funder;
6.1.9
if
the Funder or any related entity posts, or has arranged for a third party on its behalf to
post, any security for costs at any time the
Claimants will, within 30 calendar days, replace
any such security with adequate security provided at the Claimants’ own cost;
6.1.10
excluding
equity financings by the Claimant, not take any funding from any other person in respect
of the Claim or take any action that
might result in the subordination of the Funder’s
 rights under the Transaction Documents without the consent of the Funder, in its
absolute
discretion;
6.1.11
procure
that all Proceeds in the form of cash be paid to the Solicitor’s Client Account and
hold, or procure that the Solicitor hold, any
Proceeds (whether or not in cash) on trust
for the Funder until all amounts due under all the Transaction Documents have been paid in
full; and
6.1.12
not,
without the prior written consent of the Funder, institute or join any legal proceedings
that arise out of substantially the same facts as
the Claim or that may otherwise materially
impact any part of the Claim.
6.2
The
Funder covenants that it will:
6.2.1
not
take any steps that could reasonably be expected to cause the Solicitor, or any other representative
of the Claimant in the Claim, to act
in breach of its professional duties; and
6.2.2
not
seek to influence the Solicitor, or any other representative of the Claimant, to cede control
or conduct of the Claim to the Funder.
 
5 

 
 
 
7.
CONFIDENTIALITY
AND PRIVILEGE
7.1
Each
Party agrees to keep the Confidential Information confidential except that a party may disclose
Confidential Information where that party is
under a legal or regulatory obligation to do
so, but only to the extent of that legal or regulatory obligation and only after notifying
the other party
of the fact of that disclosure.
7.2.
Any
privileged information disclosed to the Funder is disclosed on the basis that the Funder
has, or will have, a common interest in the pursuit and
success of the Claim and for the
dominant purpose of litigating the Claim and the Funder will use reasonable endeavours to
preserve that privilege.
7.3
The
Funder may disclose Confidential Information to its manager, professional advisors, service
 providers, auditors, insurers and actual or
potential co-investors or hedge providers, in
each case provided that those parties are bound by obligations to maintain privilege and
preserve the
confidentiality of those documents substantially on the same terms as the Funder.
8.
ADVERSE
COSTS
8.1
Notwithstanding
any other provision of any Transaction Document, the Funder will have no liability to pay,
or to fund, any Adverse Costs or any
security for costs and the Claimant indemnifies the
Funder and its affiliates against any Adverse Costs order or order for security for costs
or
analogous tribunal or court direction made against the Funder or its affiliates and against
any legal fees incurred by the Funder or its affiliates in
enforcing this clause and/or in
complying with that order or direction.
8.2
Where
the court or tribunal in which the claim is to be heard customarily awards recovery of Adverse
Costs to a successful party, the Claimant
will use all reasonable endeavours to recover all
amounts incurred in connection with the Claim.
9.
SOLICITOR
9.1
Nothing
in any Transaction Document will permit the Funder to override any advice given by the Solicitor
or to require the Claimant to conduct
the Claim otherwise than in accordance with that advice.
9.2
The
Claimant may not amend any material term of the Legal Costs Agreement without the prior written
consent of the Funder, in its reasonable
discretion.
9.3
Without
prejudice to the Funder’s other rights under the Transaction Documents, the Claimant
may instruct any solicitor or counsel it may choose
provided that (a) the Claimant must first
 obtain the Funder’s consent to the proposed new solicitor or counsel and (b) if a new
 solicitor is
instructed, the Claimant immediately provide a new set of Irrevocable Instructions
 to that new solicitor and procure that the new solicitor
immediately provide a new Solicitor’s
Undertaking to the Funder and adheres to the terms of the Priorities Agreement in the form
required by the
Funder.
10.
TERMINATION
EVENTS
10.1
At
any time after a Termination Event has occurred, the Funder may give written notice to the
Claimant exercising its rights under this clause.
Notification of a Termination Event will
not preclude notice of a different Termination Event at any time, including after conclusion
of the Claim
(for example, but without limitation, if it transpires that material information
has been withheld from the Funder in breach of this Agreement).
10.2
Upon
delivery of a notice of exercise under this clause, without prejudice to any other rights
 the Funder may have under the Transaction
Documents or by law:
 
6 

 
 
 
10.2.1
the
Claimant shall, within 20 business days, put in place alternative arrangements to discharge
any order for security for costs that has
been satisfied by the Funder;
10.2.2
the
 Funder will be released from all further obligations under the Transaction Documents other
 than its obligation to maintain
confidentiality and privilege in respect of Confidential
Information;
10.2.3
if
a Termination Event is notified under sub-clause (b) of that definition the Claimant will,
within 10 business days, repay to the Funder
the Outstanding Principal Amount plus interest
at the Funder’s reasonably anticipated return on equity as at the date of signing,
which is
[***]% per annum;
10.2.4
the
Claimant will (and will procure, that the Solicitor will) promptly return to the Funder any
moneys advanced under the Funding
Agreement that remain in the Solicitor’s client account
or otherwise unspent; and
10.2.5
that
 exercise by the Funder will not affect any of its rights under the Transaction Documents,
 including its right to be paid the
Outstanding Principal Amount and the Profit Share (after
giving credit for any amounts received by the Funder under the immediately
preceding sub-clause).
10.3
If
the Termination Event is waived by the Funder or is cured during the period, if any, stipulated
for that purpose in the definition of Termination
Event, clause 10.2 will cease to apply
in respect of the relevant Termination Event.
 
10.4
No
failure to exercise or any delay in exercising any right, power or remedy under a Transaction
Document shall operate as a waiver of such right,
power or remedy or constitute an election
to affirm any of the Transaction Documents.
11.
TAX
GROSS-UP
11.1.
The
Claimant shall make, and procure that each person acting on its behalf makes, all payments
under the Transaction Documents without any Tax
Deduction, unless a Tax Deduction is required
by law.
11.2.
If
a Tax Deduction is required by law to be made from any such payment the amount of the payment
due shall be increased to an amount that
(after making all Tax Deductions) leaves an amount
equal to the payment which would have been due if no Tax Deductions had been required.
12
SECURITY
AGREEMENT
12.1.
As
security for the payment, performance and observance in full of all of the Secured Obligations,
the Claimant hereby grants, assigns and pledges
to the Funder, its successors, agents, designees
and assigns, a continuing security interest in any and all right, title or interest of the
Claimant in or
to any and all of the following assets, rights and properties now owned or
at any time hereafter acquired by the Claimant or in which the Claimant
now has or at any
time in the future may acquire any right, title or interest (collectively, the Collateral):
(a)	the
Proceeds;
(b)	the
Claim;
(c)	all
documents of title, chattel paper and instruments pertaining to the Claim, and a true and correct copy of the Claimant’s books,
Records, files, correspondence, evidentiary materials and records pertaining to the Claim, all of which are stipulated as accurate by
the Claimant;
(d)	rights
under any appeal bond or similar instrument posted by any of the defendants in the Claim; and
(e)	to
the extent not otherwise included, all proceeds (as defined in the UCC) of any and all of the foregoing.
7 

(a)
(b)
(c)
(d)
(a)
 
 
12.2
The
Claimant acknowledges and agrees that the security interest of the Funder in the Collateral
constitutes continuing collateral security for all of
the Secured Obligations and shall remain
in full force and effect until the Claimant has performed all of its obligations under the
Transaction
Documents in full, including payment of the Secured Obligations.
12.3
The
Claimant hereby irrevocably authorizes the Funder at any time and from time to time to file
in any filing office in any jurisdiction that the
Funder deems advisable (a) any UCC financing
statement, providing the name of the Claimant as debtor, the Funder or its designee as secured
party and indicating the Collateral as collateral covered by the financing statement and
(b) any other notice, filing or other document that the
Funder deems necessary or advisable
to perfect or protect the security interest or to maintain its first priority.
12.4
The
Claimant represents and warrants to the Funder that:
the
Claimant has not acquired the Claim from any person;
value
has been given and the Claimant has the right, power and authority to grant to the Funder a security interest in the Collateral;
the
security interest granted by the Claimant pursuant to this Agreement constitutes a legal and valid security interest that is enforceable
against the Collateral in which the Claimant now has rights and will create a security interest that is enforceable against the Collateral
in which the
Claimant hereafter acquires rights at the time the Claimant acquires any such rights. In respect of Collateral for which
a security interest may be
perfected by the filing of a financing statement at the applicable recording office (Financing Statement
Collateral), upon such filing the Funder
will have a perfected security interest in Financing Statement Collateral in which the Claimant
now has rights, and will have a perfected security
interest in Financing Statement Collateral in which the Claimant hereafter acquires
rights at the time the Claimant acquires any such rights. The
security interest of the Funder in Financing Statement Collateral is and
shall be prior to any other Encumbrance on any such Financing Statement
Collateral; and
except
as contemplated by this Agreement with respect to filings for the benefit of the Funder, the Claimant has not filed or consented to
the
filing of any financing statement or analogous document under the UCC or any other applicable laws covering any Collateral.
12.5
So
long as any of the Secured Obligations shall remain unpaid or unsatisfied, the Claimant shall:
take
such action and execute, acknowledge and deliver such agreements, instruments or other documents as the Funder may from time to
time
require in order (i) to perfect and protect or maintain the perfection of the security interest in the Collateral and (ii) to enable
the Funder to
enforce its rights in respect of the Collateral;
 
8 

(b)
(c)
(d)
(a)
(b)
(c)
(d)
 
 
do
all things reasonably necessary at the written request of the Funder so that the Funder will have a perfected first-priority security
interest in any judgment obtained in the Claim and to establish the Funder’s priority in any judgment obtained in the Claim under
applicable
procedural law or court rules;
ensure
that the Funder has a first priority right and Encumbrance in and to the Proceeds; and
not
(i) assign or transfer any interest in the Collateral, (ii) make any sale, lease or other disposition of any of the Collateral, (iii)
license
any of the Collateral or (iv) grant or permit to exist any claims or Encumbrances (voluntary or involuntary) in or on the Collateral,
other than
Encumbrances in favor of the Funder.
12.6
If
the Claimant fails to pay or perform any of the Secured Obligations when due to be paid or
performed, the failure shall constitute a default
under this Agreement for the purposes of
Part 6 of Article 9 of the UCC, and the Funder shall have, in addition to all other rights
and remedies
granted to it in this Agreement and the other Transaction Documents, all rights
 and remedies of a secured party under the UCC and other
applicable law.
12.7
The
Claimant waives, to the fullest extent permitted by applicable law:
except
for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually
received
by it hereunder, any duty of the Funder as to the preservation of any Collateral or as to the taking of any necessary steps to preserve
rights
against prior parties or any other rights pertaining to any Collateral;
any
right to require the Funder to marshal any of the Collateral or other collateral or security for any of the Secured Obligations;
any
right to require the Funder (i) to proceed against any party, (ii) to exhaust any other collateral or security for any of the Secured
Obligations, (iii) to pursue any remedy to the exclusion of any other remedy, or (iv) to make or give any presentments, demands for performance,
notices of nonperformance, protests, notices of protests or notices of dishonor in connection with any of the Collateral; and
its
rights, if any, under all provisions of applicable law that would in any manner limit, restrict or otherwise affect the Funder's rights
and
remedies hereunder or impose any additional obligations on the Funder or any receiver, manager or receiver and manager of the Collateral
(or any
part thereof) or the business and undertaking of the Claimant.
12.8
Upon
any default by the Claimant, the Claimant hereby appoints the Funder as the Claimant’s
attorney-in-fact to do all things in the Claimant’s
name and on the Claimant’s
behalf in connection with the Funder’s exercise of its rights and remedies under the
Transaction Documents, including
making any court filings required pursuant to clause 12.5(b).
Such appointment and power of attorney is hereby declared by the Claimant to be an
irrevocable
power coupled with an interest. If this clause 12.8, or the application thereof, is or becomes
invalid or unenforceable with respect to
any circumstance, the application of this clause
12.8 to any other circumstance shall not be affected and shall remain valid and be enforceable
to
the full extent permitted by applicable law.
 
9 

 
 
 
13.
ASSIGNMENT
13.1
Save
as provided by clause 13.2 below, the Funder may not assign any of its rights and transfer
by novation any of its rights and obligations under
the Transaction Documents to any person
without providing the Claimant with 30 days’ prior notice and obtaining the Claimant’s
consent, not to
be unreasonably withheld.
13.2
The
Funder may assign any of its rights and transfer by novation any of its rights and obligations
under the Transaction Documents to any affiliate
of the Funder or entity which is advised
or managed by Bench Walk Advisors LLC without the consent of the Claimant or Solicitor, provided
that
the Funder shall give prior written notice to the Claimant of any such assignment.
13.3
The
Claimant may not assign or transfer by novation any of its rights and obligations under the
Transaction Documents.
14.
ARBITRATION AND GOVERNING
LAW
14.1
Except
as otherwise provided pursuant to the definition of UCC herein and in clause 12, the Transaction
Documents and any non-contractual
obligations out of or in relation to them are governed
by the law of the State of New York.
14.2
Any
dispute, claim or controversy arising out of or in connection with this Agreement, or the
breach, termination, enforcement, interpretation or
validity thereof, including any determination
regarding the scope or applicability of this Agreement to arbitrate, shall be determined
by mandatory,
final and binding arbitration and subject to the following:
(a)
the
 tribunal shall consist of one arbitrator, who is to be nominated by agreement of the parties
 (or by the American Arbitration
Association (AAA) if the parties have not agreed a
nomination within 10 business days of first notification of the dispute);
(b)
the
seat, or legal place, of arbitration shall be New York;
(c)
the
arbitrator shall be a practicing attorney licensed to practice law in the State of New York;
(d)
the
language to be used in the arbitral proceedings shall be English;
(e)
the
arbitration shall be administered by the AAA pursuant to AAA rules and procedures; and
(f)
the
arbitrator shall have the discretion to award the prevailing party in such arbitration reimbursement
 from the other party of the
prevailing party’s legal fees, costs and disbursements
in connection with such arbitration.
14.3
The
Claimant and the Funder each hereby waives any right to trial by jury of any claims, demand,
action, or cause of action (i) arising under the
Transaction Documents or (ii) in any way
connected with or related or incidental to the dealings of the parties hereto in respect
of the Transactions
Documents or thereto in each case whether now existing or hereafter arising,
and whether in contract, tort, equity or otherwise.
 
10 

 
 
 
15.
MISCELLANEOUS
15.1
The
Transaction Documents constitute the entire agreement and understanding between the Parties
with respect to all matters referred to herein. If
there is any conflict between the terms
of this Agreement and any other agreement (including any other Transaction Document), this
Agreement
shall prevail.
15.2
This
Agreement may be executed in counterparts, each of which shall be deemed to be an original,
 and all of which, taken together, shall
constitute one agreement binding on all Parties.
Copies of executed counterparts may be exchanged by email or other electronic transmission,
and
such an exchange shall constitute effective delivery by the Parties of their respective
executed counterparts.
15.3
If,
at any time, any provision of a Transaction Document is or becomes illegal, invalid, contrary
to public policy or unenforceable in any respect
under any law of any jurisdiction, neither
the legality, validity, compliance with public policy or enforceability of the remaining
provisions nor the
legality, validity, compliance with public policy or enforceability of
such provision under the law of any other jurisdiction will in any way be
affected or impaired.
The applicable Transaction Documents shall be construed as though it did not contain the
particular provision held to be
invalid or unenforceable and the rights and obligations of
the parties shall be construed and enforced only to such extent as shall be permitted by
applicable law.
15.4
The
Claimant will execute any instruction, notice, registration or other additional document
as the Funder may reasonably require from time to
time to preserve or enforce its rights
under the Transaction Documents.
15.5
The
Claimant agrees not to do, or permit to be done, anything likely to deprive the Funder of
any benefit for which the Funder has entered into the
Transaction Documents.
15.6
The
parties do not intend the transactions contemplated by this Agreement to constitute a loan
 and this Agreement does not create a debt
instrument. The parties intend that, for United
States federal, state, and local tax purposes, the transaction set forth in this Agreement
shall be
treated as a purchase and sale, and not as a debt instrument or as a partnership.
To the maximum extent permitted by law, the payment of the
Outstanding Principal Amount plus
the Profit Share shall constitute a termination of this Agreement within the meaning of Section
1234A of the
Code resulting in a sale or exchange of any assets created or transferred as
a consequence of this Agreement.
15.7
The
trust period for all trusts in the Transaction Documents will be 80 years.
15.8
The
rights and remedies provided by this Agreement are cumulative and are not exclusive of any
rights and remedies provided by law.
 
11 

Address:
Attention:
Email:
Attention:
Email:
 
 
 
15.9
Notices
shall be made by letter or email at the address of each Party indicated below or at such
other address as a Party may notify each other
Party by not less than 5 Business Days’
notice:
Funder
Address:
c/o
Bench Walk Advisors LLC

1 Bow Lane

London, EC4M 9EE

UK
and
123
Justison Street

Wilmington, DE 19801

USA
Attention:Adrian
Chopin; Stuart Grant
Email:
[***]
Claimant
Suite 1605, 777 Dunsmuir Street
Vancouver,
BC, V7Y 1K4
Canada
Timothy
Barry
tbarry@silverbullresources.com
Chris Richards
crichards@silverbullresources.com
 
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12 

(a)
(b)
 
SCHEDULE
1
KEY
TERMS
Solicitor:
Boies
Schiller Flexner (UK) LLP and any replacement or additional solicitor appointed by the Claimant in respect of the Claim.
Claim:
Claimant:
Silver Bull Resources, Inc.
Respondent:
The United Mexican States
The
claim by the Claimant, and any related party, against the Respondent commenced by a Request for Arbitration dated 28 June 2023
for
breaches of the North American Free Trade Agreement (“NAFTA”) by way of arbitration under the rules of The International
Centre for Settlement of Investment Disputes, including the same if transferred to any jurisdiction or forums (arbitral, judicial
 or
otherwise), together with (a) any and all claims, suits, causes of action, proceedings, and other rights relating to, or arising
therefrom,
(b) any and all appellate proceedings, proceedings on remand, and enforcement, ancillary, parallel or alternate dispute
 resolution
proceedings and processes arising out of or related thereto, and (c) any additional cases, lawsuits, arbitration matters
 or other
proceedings filed or initiated by or on behalf of the Claimant based upon the same or substantially similar claims.
Commitment
Amount:
USD
9.5 m; plus
any
legal fees the Funder incurs in connection with the Transaction Documents or the Claim (including prior to signing).
Solicitor
Client
Account:
Bank:
[***]
Bank
Address: [***]
Sort
Code: [***]
Account:
[***]
SWIFT:
[***]
IBAN:
[***]
Claimant
Client
Account:
Bank:
[***]
Bank
Address: [***]
Account:
[***]
IBAN:
[***]
SWIFT:
[***]
Profit
Share:
Subject
to the Increased Risk and MFN provisions below, the amount set out in the appropriate column of the table below determined
by reference
to the date on which the Funder is paid in full all amounts due under the Transaction Documents:
 
 
13 

 
 
 
Date
on or prior to which Funder is paid in full
Profit
Share

(greater of two columns)
 Multiple
of Outstanding Principal Amount
%
of Proceeds
[***]
[***]x
[***]%
[***]
[***]x
[***]%
[***]
[***]x
[***]%
[***]
2.5x
30%
Increased
Risk
Without
prejudice to any other rights of the Funder, if [***], the Profit Share in each of the two columns above will be [***].  This
provision will apply again every time [***](but not more than once every [***] days).
MFN:
Without
prejudice to any other rights of the Funder, if the Claimant takes funding from any other person in respect of the Claim without
the
prior written consent of the Funder and if that funding is, in the commercially reasonable opinion of the Funder, on more favourable
pricing (or other) terms than this Agreement, this Agreement shall be automatically modified to include those more favourable pricing
or
other terms.
 
14 

 
 
SCHEDULE
2
DEFINED
TERMS
Adverse
Costs means any costs that a court or tribunal directs one party to pay another party pursuant to an adverse costs order.
Appeal
means an appeal or a judgment or award in respect of any aspect of the Claim, whether or not by the Claimant.
Budget
means the budget and timetable for the Claim as agreed by the Funder on or prior to closing.
Conditions
Precedent means each of the following:
(a)
that
no Termination Event has occurred;
(b)
that
no event has occurred that, with the giving of notice or the passage of time, would constitute
a Termination Event;
(c)
that
the Transaction Documents are valid and enforceable and remain in full force and effect;
(d)
in
respect of any drawing request, that the requested amount, if drawn in full, would not result
in either (i) total drawn amounts for that stage of the
Claim exceeding 110% of the amounts
provided for in the Budget for that stage of the Claim or (ii) the Outstanding Principal
Amount’s exceeding
the Commitment Amount after subtracting from the Commitment Amount
an allowance for future expected drawings in accordance with the
Budget;
(e)
final
disposition of the Claim whether by trial, judgment, settlement or other final disposition
has not occurred; and
(f)
the
Funder shall have received evidence, in form and substance satisfactory to the Funder in
its sole discretion, that the Funder has a valid priority
security interest in all of the
Proceeds and other Collateral set forth in clause 12, including but not limited to granting
the Funder the authorization
to file a UCC-1 financing statement and any other applicable
filings with respect to such security interest.
Confidential
Information means all information and documents that are received by a Party, in whatever form and that:
(a)
relate
to the Claim and that are clearly identified as confidential or are by their nature or the
circumstances of their receipt generally regarded as
confidential;
(b)
relate
to the existence or terms of the Transaction Documents or the Solicitor’s retainer
and / or the negotiations relating to them;
(c)
relate
to each other Party and that Party’s affiliates and/or representatives (including,
without limitation, information relating to the business,
operations, structure, technology
and/or finances of each other Party and that Party’s affiliates and/or representatives
and any intellectual property
of each other Party and that Party’s affiliates and/or
representatives).
but
excluding anything that:
(i)
is,
or becomes, generally available to the public (other than as a result of disclosure by the
receiving party in breach of this Agreement); or
 
15 

 
 
 
(ii)
is,
or becomes, available to the receiving party on a non-confidential basis from any person
who, to the best of the receiving party’s knowledge
after due enquiry, is not bound
by a confidentiality agreement with the disclosing party, or otherwise prohibited from disclosing
the information to
the receiving party; or
(iii)
was
lawfully in the possession of the receiving party before the information was disclosed to
it by the disclosing party; or
(iv)
is
developed by or for the receiving party, independently of the information disclosed by the
disclosing party.
Disbursements
means all disbursements incurred by, or on behalf of, the Claimants or the Solicitor in connection with the Claim but only to the
extent that
those amounts have been incurred reasonably and in accordance with the Budget and the terms of the Transaction Documents.
Encumbrance
means any mortgage, pledge, lien, security or ownership interest, charge, hypothecation, or other encumbrance, option agreement,
transfer,
set-off right, counterclaim, security or subordination arrangement, or other similar interest or arrangement of any kind.
Insurance
means each litigation costs insurance policy relating to the Claim and entered into by the Claimant, or any person on its behalf,
on or after the
date of this Agreement.
Irrevocable
Instructions means irrevocable instructions substantially in the form of Schedule 3 Part 1.
Legal
Costs means the Solicitor’s time costs that it has invoiced in connection with the Claim, calculated in accordance with the
Solicitor’s hourly rates set
out in its retainer but only to the extent that those amounts have been incurred reasonably and in
 accordance with the Budget and the terms of the
Transaction Documents.
Legal
Costs Agreement means the Solicitor’s retainer, CFA, DBA and/or other agreements under which the Solicitor agrees to represent
each of the
Claimants in respect of the Claim and/or is entitled to receive fees in connection with the Claim. For the purposes of the
Transaction Documents, all
references will be deemed to include all such agreements with any actual or potential claimant in respect
of the Claim, notwithstanding the use of the
singular.
Monthly
Report means a report substantially in the form of Schedule 4 or such other form as the Funder may reasonably require from time to
time.
Outstanding
Principal Amount means (a) any amounts advanced by the Funder under this Agreement (for the avoidance of doubt, including Working
Capital and any amount to cover Insurance premium for security for costs plus (b) any legal fees the Funder incurs in connection with
the Transaction
Documents or the Claim (including prior to signing). The Outstanding Principal Amount will be reduced by each repayment
actually received by the
Funder under this Agreement that is stipulated to be so applied.
Priorities
Agreement means the priorities agreement relating to the Claim and dated on or about the date of this Agreement.
Proceeds
means any receipt of money, financial gain or non-monetary value by the Claimant or the Solicitor or a related party from a respondent
or related
party or from an insurer in each case in connection with the Claim or with any claim arising out of substantially the same
facts and against the same
respondent (or any related party). Proceeds will include, without limitation, any recovery from the respondent
or a related party of the Solicitor’s time costs
or disbursements and any payment under an Insurance policy. Where Proceeds are
in a form other than cash, the Funder will determine the present value of
the relevant thing in a commercially reasonable manner for
the purposes of calculating the Profit Share due to the Funder.
16 

 
 
Reasonable
Offer means an offer to settle all or any material part of the Claim on terms that:
(a)
the
Solicitor or counsel recommends be accepted;
(b)
the
Solicitor or counsel confirms it would recommend be accepted but for any costs payable to
 the Funder and/or any insurer under the
Transaction Documents;
(c)
the
Solicitor or counsel, when asked by the Funder whether it can provide a confirmation under
(a) or (b) above, declines to provide a response
within 5 business days; or
(d)
an
experienced barrister or solicitor instructed by the Funder for this purpose confirms he
would recommend be accepted if he were acting for the
claimant in the Claim or that he would
 so recommend but for any costs payable to the Funder and/or any insurer under the Transaction
Documents.
Records
shall have the meaning assigned to such term in the UCC.
Related
Claim means any proceedings involving the Claimants and deriving from the Claim or arising out of substantially the same facts as
the Claim.
Secured
Obligations means, collectively: (a) the prompt payment by the Claimant, as and when due, of the Outstanding Principal Amount plus
the Profit
Share (plus any other amounts due and payable to the Funder pursuant to the Transaction Documents) to the Funder, and the
due performance by the
Claimant of all of its obligations in respect of the Transaction Documents, (b) all other debts, liabilities,
obligations, covenants and duties of the Claimant
owing to the Funder now or hereafter existing, whether direct or indirect, absolute
or contingent or due or to become due, arising under or in connection
with the Transaction Documents or any of the transactions contemplated
thereby and including any interest due thereon and all fees, costs and expenses
incurred by the Funder in connection therewith; (c) all
debts, liabilities, obligations, covenants and duties of the Claimant to pay or reimburse the Funder
for all expenses, including attorneys’
fees, incurred by the Funder in connection with the enforcement, attempted enforcement or preservation of any rights
or remedies under
the Transaction Documents, including all such costs and expenses incurred during any legal proceeding, including any proceeding under
any applicable bankruptcy, insolvency or other similar debtor relief laws; and (d) all interest and fees on any of the foregoing, whether
accruing prior to or
after the commencement by or against the Claimant of any proceeding under any applicable bankruptcy, insolvency
or other similar debtor relief laws
naming the Claimant as the debtor in such proceeding, regardless of whether such interest and fees
are allowed claims in such proceeding.
Solicitor’s
Undertaking means a letter from the Solicitor substantially in the form of Schedule 3 Part 2.
Tax
means any tax, duty, contribution, impost, withholding, levy or other charge or withholding of a similar nature (including use, sales
and value added
taxes), whether domestic or foreign, and any fine, penalty, surcharge or interest in connection therewith.
17 

 
 
Tax
Deduction means a deduction or withholding for or on account of Tax from a payment under any Transaction Document.
Termination
Event means either of the following:
(a)
the
Funder is not satisfied as to the merits of the Claim or believes the Claim is not commercially
viable, in each case as determined in good faith
but otherwise in its sole discretion; or
(b)
the
Claimant or the Solicitor has made a misrepresentation or is otherwise in breach of any term
 of any Transaction Document and that
misrepresentation or other breach is not reasonably
capable of remedy or has not been remedied to the satisfaction of the Funder within 10
Business
Days of that party’s becoming aware of the breach or the Claimant, or any of its agents
or employees, is the subject of a formal finding
by a relevant tribunal of dishonesty or
corrupt practices in connection with the events giving rise to the Claim; or
(c)
any
of the Conditions Precedent have not been satisfied.
Transaction
 Documents means this Agreement, the Priorities Agreement, the Irrevocable Instructions, the Solicitor’s Undertaking, the Legal
 Costs
Agreement, each Insurance and any other ancillary or related document stipulated by the Funder from time to time.
UCC
means the Uniform Commercial Code as in effect on the date hereof in the State of New York or, in relation to the perfection or priority
of a security
interest, the Uniform Commercial Code that governs under the choice of law rules applicable to questions of perfection
or priority.
Working
Capital means amounts required to fund the reasonably incurred day-to-day operating expenses of the Claimant.
Working
Capital Limit means USD 2.3m, provided that, if [***], the Working Capital Limit will increase by USD 1.4m (or such lower amount
as may be
stipulated in the Budget to be reserved to pay [***]).
18 

 
 
SCHEDULE
3
PART
1: FORM OF IRREVOCABLE INSTRUCTIONS
[ON
CLAIMANT’S HEADED PAPER]
[NAME
AND ADDRESS OF SOLICITOR]
Dear
Sir,
[NAME
OF CLAIM]
We
refer to the funding agreement we have entered with Bench Walk 23p, L.P. in respect of the claim referenced above. Terms used in this
letter have the
same meanings as in that funding agreement.
We
hereby irrevocably instruct and authorise you:
1.
to
take such steps as may be necessary or desirable to give effect to the Transaction Documents
including acting as our agent to discharge our
obligations to the extent within your reasonable
control;
2.
to
keep the Funder reasonably informed about developments in the Claim (including any actual
or threatened termination or modification of your
retainer, any failure by us to follow your
advice and any actual or threatened misrepresentation or other breach by us of the terms
of the Funding
Agreement) and to provide the Funder with the Monthly Report each month and,
immediately upon your becoming aware of any material adverse
change in the prospects of success
or recovery in the Claim, to cease further drawings and promptly to return to the Funder
any portion of the
moneys advanced under the Funding Agreement that remains in your client
account;
3.
to
inform the Funder promptly of the receipt of any funds that would arguably be part of the
Proceeds and to direct, to the extent within your control,
that all Proceeds be paid into
your client account;
4.
to
hold any Proceeds paid to you on trust for the Funder and any other person entitled to payment
in accordance with the terms of the Funding
Agreement and the Priorities Agreement;
5.
promptly
to apply all Proceeds received by you or your bank in accordance with the order of priorities
stipulated in the Priorities Agreement;
6.
to
notify the Funder immediately in writing if your representation of us terminates or changes
in a material way, including but not limited to any
actual or proposed modification of your
retainer, CFA, DBA or other fee agreement; and
7.
to
disregard any subsequent instructions from us that conflict with these instructions and/or
 with our or your obligations under the Funding
Agreement.
These
Irrevocable Instructions may be amended only in writing and with the prior express, written consent of the Funder.
Yours
faithfully,
 
..............................................
For
and on behalf of the Claimant
 
19 

 
 
SCHEDULE
3
PART
2: FORM OF ACKNOWLEDGEMENT
[ON
SOLICITOR’S HEADED PAPER]
Bench
Walk 23p, L.P.
 
Dear
Sir
[NAME
OF CLAIM]
We
refer to the funding agreement you have entered in respect of the claim referenced above. Terms used in this letter have the same meanings
as in that
funding agreement.
We
act for the Claimants in the Claim. In consideration of the benefit we receive from your agreeing to enter into the Funding Agreement,
we provide you
with this letter and acknowledge that you will rely on it.
We
confirm:
(a)
we
have provided every material piece of advice that we or counsel have given in connection
with the Claim and all other information that would
reasonably be relevant to the Funder’s
assessment of the merits of the Claim or the likelihood of recovery;
(b)
the
information we have provided to the Funder and its representatives is, to the best of our
knowledge and belief after appropriate enquiry, true,
complete and not misleading; and
(c)
our
opinion is that the Claimant is more likely to win than not.
We
undertake to you:
(a)
to
direct, to the extent within our control, that all Proceeds be paid into our client account;
(b)
to
hold any Proceeds paid to us, or our bank, on trust for the Funder and any other person entitled
to payment in accordance with the terms of the
Funding Agreement and the Priorities Agreement;
(c)
promptly
to apply all Proceeds in accordance with the order of priorities stipulated in the Priorities
Agreement;
(d)
to
comply with the terms of the Irrevocable Instructions;
(e)
to
inform you immediately if we believe that the confirmations given above were untrue when
given or cease to be true at any later time; and
(f)
not
to amend any material term of our retainer, CFA, DBA or other fee agreement without your
prior written consent and not to enforce our rights
to receive payment of any amounts in
connection with the Claim except in accordance with the Priorities Agreement.
Yours
faithfully,
 
..............................................
For
and on behalf of the Solicitor
 
20 

Signed
Dated
 
SCHEDULE
4
PRO
FORMA MONTHLY UPDATE REPORT
Name
of Claim / Case:
 
Date
of report:
 
Name
of solicitor making report:
 
Key
events or features of the Claim that have occurred
or changed since the last report:
 
Key
steps Claimant and/or Solicitor expect to occur in
the next three months
 
Any
change in Solicitor’s or counsel’s assessment of the
merits or recoverability of the Claim or other risks
under the Funding
Agreement since last report
 
Any
change in Budget or expected timetable
 
 
……………………………………………..
 
……………………………………………..

 
21 

By:
Name:
Title:
By:
Name:
Title:
 
 
LFA
EXECUTION PAGE
This
Agreement has been signed on the date stated at the beginning of this Agreement.
 
FUNDER
Signed
for and on behalf of BENCH WALK 23P, L.P.:
/s/
Michael Leavitt
Michael
Leavitt
Authorized
Signatory
 
CLAIMANT
Signed
for and on behalf of SILVER BULL RESOURCES, INC.:
/s/
Timothy Barry
Timothy
Barry
President
& CEO
 
22 

 
 
*****************************
CLOSING
CHECKLIST:
FUNDING
AGREEMENT
IRREVOCABLE
INSTRUCTIONS
SOLICITOR’S
UNDERTAKING
PRIORITIES
AGREEMENT
LEGAL
COSTS AGREEMENT
BUDGET
23 

 
 

Exhibit 21.1
 
SUBSIDIARIES
OF THE REGISTRANT
Silver Bull Resources,
Inc. (the “Company”) currently conducts its operations through subsidiaries. The names and ownership structure of its
subsidiaries
as of October 31, 2023 are set forth in the chart below:
Name
Jurisdiction of Incorporation or
Organization
Ownership Percentage
Metalline, Inc. (“Metalline”)
Colorado, USA
100% by Silver Bull
Minera Metalin S.A. de C.V. (“Minera Metalin”)
Mexico
99.998% by Silver Bull and 0.002% by Metalline
Minas de Coahuila SBR S.A. de C.V.
Mexico
99.998% by Silver Bull and 0.002% by Metalline
Dome Ventures Corporation (“Dome”)
Delaware, USA
100% by Silver Bull
Dome Asia Inc.
British Virgin Islands
100% by Dome
Dome Minerals Nigeria Limited
Nigeria
99.99% by Dome Asia Inc.
Nomad Minerals Ltd. (“Nomad Minerals”)
Kazakhstan
100% by Silver Bull
Nomad Metals Limited.
Kazakhstan
100% by Nomad Minerals
 
 

Exhibit 23.1
 
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We hereby consent to the
incorporation by reference in the Registration Statements on Form S-1 (File Nos. 333-214228, 333-221459, 333-227465,
and
333-251229), as amended, and Form S-8 (File Nos. 333-171723, 333-180142, 333-214229, 333-221460, and 333-232627) of Silver
Bull Resources,
Inc. of our report dated January 26, 2024 relating to the audit of the consolidated financial statements, which
appears in this Annual Report on Form 10-K
for the year ended October 31, 2023.
 
 
/s/ Smythe LLP
Smythe LLP
Chartered Professional Accountants
 
Vancouver, Canada
January 29, 2024
 
 

Exhibit 23.2
 
CONSENT
OF ARCHER, CATHRO & ASSOCIATES (1981) LIMITED  
 
We, Archer, Cathro & Associates
(1981) Limited, hereby consent to the incorporation by reference of any mineral resources and other analyses
performed by us in our capacity
as an independent consultant to Silver Bull Resources, Inc. (the “Company”), which are set forth in the Company’s Annual
Report on Form 10-K for the year ended October 31, 2023 (the “Form 10-K”), in the Company’s Registration Statements
on Form S-1 (File Nos. 333-
214228, 333-221459, 333-227465, and 333-251229), as amended, and Form S-8 (File Nos. 333-171723,
333-180142, 333-214229, 333-221460, and 333-
232627), or in any prospectuses or amendments or supplements thereto. We also consent to the
 reference to us under the heading “Experts” in such
Registration Statements and any related amendments or prospectuses.
 
In connection with the Company’s
Form 10-K, we also consent to:
 
·
the filing and use of the technical report summary titled “S-K 1300
Summary Technical Report on the Resources of the Silver-Zinc Sierra
Mojada Project Coahuila, Mexico” (the “Technical Report
 Summary”), dated January 24, 2023, as an exhibit to and referenced in the
Form 10-K or any amendment or supplement thereto;
·
the use of and references to our name, including our status as an expert
or “qualified person” (as defined in Subpart 1300 of Regulation S-K
promulgated by the Securities and Exchange Commission),
in connection with the Form 10-K or any amendment or supplement thereto and
any such Technical Report Summary; and
·
the information derived, summarized, quoted or referenced from the Technical
Report Summary, or portions thereof, that was prepared by us,
that we supervised the preparation of and/or that was reviewed and approved
by us, that is included or incorporated by reference in the
Form 10-K or any amendment or supplement thereto.
 
We are a qualified person responsible
for authoring, and this consent pertains to, the following sections of the Technical Report Summary:
 
·
Sections 1 - 3, 9, 11 and 22
 
 
 
  ARCHER, CATHRO & ASSOCIATES (1981) LIMITED
 
   
Date: January 29, 2024
  By: /s/ Matthew Dumala
 
   
Name: Matthew Dumala, P.Eng.
 
   
Title: Partner and Senior Engineer

Exhibit 23.3
 
CONSENT
OF TIMOTHY BARRY
I, Timothy Barry, in connection
with Silver Bull Resources, Inc.’s Annual Report on Form 10-K dated January 29, 2024 (the “Form 10-K”),
consent to:
 
·
the filing and use of the technical report summary titled “S-K 1300
Summary Technical Report on the Resources of the Silver-Zinc Sierra
Mojada Project Coahuila, Mexico” (the “Technical Report
 Summary”), dated January 24, 2023, as an exhibit to and referenced in the
Form 10-K or any amendment or supplement thereto;
·
the use of and references to my name, including my status as an expert or
“qualified person” (as defined in Subpart 1300 of Regulation S-K
promulgated by the Securities and Exchange Commission), in
connection with the Form 10-K or any amendment or supplement thereto and
any such Technical Report Summary; and
·
the information derived, summarized, quoted or referenced from the Technical
Report Summary, or portions thereof, that was prepared by me,
that I supervised the preparation of and/or that was reviewed and approved
 by me, that is included or incorporated by reference in the
Form 10-K or any amendment or supplement thereto.
 
I am a qualified person responsible
for authoring, and this consent pertains to, the following sections of the Technical Report Summary:
 
·
Sections 1 - 8, 10 and 20 - 22
 
 
 
Date: January 29, 2024
  By: /s/ Timothy Barry
 
   
Name: Timothy Barry, MAusIMM (CP)
 
 

Exhibit 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
 
I, Timothy Barry, certify that:
 
1.
I have reviewed this Annual Report on Form 10-K of Silver Bull Resources,
Inc.;
 
2.
Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
report;
3.
Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
 
a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report
is being prepared;
 
b)
Designed such internal control over financial reporting, or caused such
 internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
 
c)
Evaluated the effectiveness of the registrant’s disclosure controls
 and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and
 
d)
Disclosed in this report any change in the registrant’s internal control
over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s
internal control over financial reporting; and
 
5.
The registrant’s other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee
of the registrant’s board of directors (or persons performing the equivalent functions):
 
a)
All significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
 
b)
Any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant’s internal control
over financial reporting.
 
 
Dated: January 29, 2024
By:
/s/ Timothy Barry
 
Timothy Barry, Chief Executive Officer
(Principal Executive Officer)
 
 
 

Exhibit 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
 
I, Christopher Richards, certify that:
 
1.
I have reviewed this Annual Report on Form 10-K of Silver Bull Resources,
Inc.;
 
2.
Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
report;
3.
Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
 
a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report
is being prepared;
 
b)
Designed such internal control over financial reporting, or caused such
 internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
 
c)
Evaluated the effectiveness of the registrant’s disclosure controls
 and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and
 
d)
Disclosed in this report any change in the registrant’s internal control
over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s
internal control over financial reporting; and
 
5.
The registrant’s other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee
of the registrant’s board of directors (or persons performing the equivalent functions):
 
a)
All significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
 
b)
Any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant’s internal control
over financial reporting.
 
 
Dated: January 29, 2024
By:
/s/ Christopher Richards
 
Christopher Richards, Chief Financial Officer
(Principal Accounting and Financial Officer)
 
 
 

Exhibit 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
 
Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of
Silver Bull Resources,
Inc. (the “Company”) does hereby certify with respect to the Annual Report of the Company on Form 10-K for the period
ended
October 31, 2023 (the “Report”) that:
 
1. The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
 
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
 
 
 
 
 
 
 
 
Dated: January 29, 2024
By:
/s/ Timothy Barry
 
Timothy Barry, Chief Executive Officer
(Principal Executive Officer)
 
   
 
 
 
 
The foregoing certification is being furnished solely
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of
the United States Code).
 It shall not be deemed filed for purposes of Section  18 of the Securities Exchange Act of 1934 (15 U.S.C. Section  78r) or
otherwise
subject to the liability of that section. It shall also not be deemed incorporated by reference into any filing under the Securities Exchange
Act of
1934, as amended, or the Securities Act of 1933, as amended, except to the extent that the Company specifically incorporates it
by reference.
 
 

Exhibit 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
 
Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of
Silver Bull Resources,
Inc. (the “Company”) does hereby certify with respect to the Annual Report of the Company on Form 10-K for the period
ended
October 31, 2023 (the “Report”) that:
 
1. The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
 
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
 
 
 
 
 
 
 
 
Dated: January 29, 2024
By:
/s/ Christopher Richards
 
Chief Financial Officer
(Principal Accounting and Financial Officer)
 
 
 
 
 
 
 
The foregoing certification is being furnished solely
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of
the United States Code).
 It shall not be deemed filed for purposes of Section  18 of the Securities Exchange Act of 1934 (15 U.S.C. Section  78r) or
otherwise
subject to the liability of that section. It shall also not be deemed incorporated by reference into any filing under the Securities Exchange
Act of
1934, as amended, or the Securities Act of 1933, as amended, except to the extent that the Company specifically incorporates it
by reference.