SILVER BOW MINING CORP. (SBMT): CEO C. Travis Naugle compensation terms

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to Performance Warrants
On October 14, 2026, the Board of Directors (the “ Board ”)
of Silver Bow Mining Corp. (the “ Company ”), upon the recommendation of the Compensation Committee of the Board, approved
certain amendments to the performance milestones applicable to performance warrants previously granted to C. Travis Naugle, the Company’s
Chief Executive Officer (the “ Performance Warrants ”), subject to the approval of the NYSE American, including any approval
of the shareholders of the Company required under Section 711 of the NYSE American Company Guide.
The Performance Warrants were originally issued on
January 28, 2025, and provide for the purchase of up to 1,400,000 common shares of the Company at an exercise price of US$3.10 per share.
1,200,000 of the Performance Warrants have vested in accordance with their original terms.
The remaining 200,000 Performance Warrants were subject
to vesting upon completion of a preliminary economic assessment (the “ PEA Milestone ”) prior to December 31, 2026. The
PEA Milestone contemplated the development of a new milling complex in Butte, Montana. In light of the Company’s pending acquisition
of the Jefferson County Metallurgical Complex, which is expected to provide permitted milling capacity, the Board determined that completion
of the PEA Milestone was no longer in the best interests of the Company. Accordingly, the PEA Milestone was replaced with two new performance
milestones: (i) the September 8, 2026 initial closing of the Company’s acquisition of the Jefferson County Metallurgical Complex
and (ii) the Company’s September 21, 2026 entry into a term sheet with Ocean Partners UK Limited providing for a potential funding
and credit support package of approximately US$88 million and ten-year offtake arrangements for zinc and lead concentrates (collectively,
the “ Montana Tunnels Milestones ”). The Montana Tunnels Milestones were deemed achieved as of October 2, 2026, and the
200,000 Performance Warrants previously allocated to the PEA Milestone will vest and become exercisable upon receipt of the required NYSE
American approval.
Issuance of New Performance Warrants
On October 14, 2026, the Board, upon the recommendation
of the Compensation Committee, approved the grant of 2,000,000 performance warrants to C. Travis Naugle, the Company’s Chief Executive
Officer (the “ New Performance Warrants ”), subject to the approval of the NYSE American, including any approval of the
shareholders of the Company required under Section 711 of the NYSE American Company Guide.
The New Performance Warrants provide for the purchase
of up to 2,000,000 common shares of the Company upon satisfaction of certain milestones and at an exercise price per share as set forth
below. The New Performance Warrants vest upon the satisfaction of the following milestones:
(i) 400,000 common shares upon receiving a Butte Measurement Resource of at least 2.0 times the Baseline Measurement
Resource;
(ii) 400,000 common shares upon receiving a Butte Measurement Resource of at least 2.5 times the Baseline Measurement
Resource;
(iii) 400,000 common shares upon the Company achieving a market capitalization that equals or exceeds US$500,000,000
for any 30 consecutive trading days ending on or before the Milestone Deadline;
(iv) 400,000 common shares upon the Company achieving a market capitalization that equals or exceeds US$1,000,000,000
for any 30 consecutive trading days ending on or before the Milestone Deadline; and
(v) 400,000 common shares upon achievement of the Production Milestone.
“Butte Measurement Resource” means the
Measured, Indicated and Inferred mineral resources attributable to the Butte Properties as of the measurement date, as estimated in accordance
with S-K 1300 by an independent Qualified Person, with contained metal converted to silver-equivalent ounces using the Baseline Parameters
in place of the metal prices then in effect.
“Baseline Measurement Resource” means
the Inferred mineral resource of 170.0 million silver-equivalent ounces (11.48 million tons grading 14.8 ounces per ton silver-equivalent,
effective December 31, 2024).
“Milestone Deadline” means 5:00 p.m.,
Vancouver time, on the fifth anniversary of the Grant Date.
“Production Milestone” means that, during
any period of three consecutive calendar months ending on or before the Milestone Deadline (the “Measurement Period”): (a)
ore has been mined by underground methods from the Rainbow Block and processed, at a Company-owned or toll-milling facility, into concentrate
meeting the specifications of a bona fide sales or offtake agreement with an arm’s-length purchaser; (b) Rainbow Block ore processed
during the Measurement Period equals at least 70% of the production plan for that period, and ore processed in each calendar month equals
at least 50% of the production plan for that month; (c) concentrate from each calendar month of the Measurement Period has been delivered
to and accepted by the purchaser, as shown by provisional invoices or settlement statements; and (d) no single stoppage of underground
ore production lasted more than 10 consecutive days, other than maintenance scheduled in the production plan.
The actual grant date of the New Performance Warrants
will be the date the shareholders of the Company approve the New Performance Warrants in accordance with the rules of the NYSE American
(the “Grant Date”). No common shares may be issued pursuant to the New Performance Warrants prior to the Grant Date.
The warrants associated with milestones (i) through
(iv) above have an associated exercise price of $12.00 per common share, provided however that if the current market price on the Grant
Date is greater than $12.00 per common share, then the exercise price shall be equal to the current market price on the Grant Date. For
the Production Milestone, the exercise price is $18.00 per common share, provided however that if the current market price on the Grant
Date is greater than $18.00 per common share, then the exercise price shall be equal to the current market price on the Grant Date.