UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a–12
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SILVER BULL RESOURCES, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a–6(i)(1) and 0–11.
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(1)
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Title of each class of securities to which
transaction applies:
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(2)
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Aggregate number of securities to which transaction
applies:
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(3)
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Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0–11 (set forth the amount on which the filing fee is calculated
and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0–11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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SILVER BULL RESOURCES, INC.
777 Dunsmuir Street, Suite 1610
Vancouver, British Columbia V7Y 1K4
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, APRIL 12, 2021
To the Shareholders of Silver Bull Resources,
Inc.:
The Annual Meeting of Shareholders of
Silver Bull Resources, Inc., a Nevada corporation (“Silver Bull” or the “Company”), will be held at the
Company’s offices at 777 Dunsmuir Street, Suite 1610, Vancouver, British Columbia V7Y 1K4, on Monday, April 12, 2021
at 10:00 a.m. local time for the purpose of considering and voting upon proposals to:
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Elect four (4) directors, each to serve until the next annual meeting of shareholders
of the Company or until their successors are elected and qualified;
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Ratify and approve the appointment of Smythe LLP, Chartered Professional Accountants,
as our independent registered public accounting firm for the fiscal year ending October 31, 2021;
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Approve, on a non-binding advisory basis, the compensation of the Company’s
named executive officers;
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Approve and adopt amended and restated articles of incorporation of the Company to
increase the number of authorized shares of Silver Bull common stock from 37.5 million to ● and to make certain non-substantive
amendments (please see pages 5 and 6 of the enclosed proxy statement for important details regarding this proposal);
and
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Transact such other business as may lawfully come before the meeting or any adjournment(s)
or postponement(s) thereof.
The Board of Directors has fixed the
close of business on ●, 2021 as the record date for determination of the Company’s shareholders entitled to vote at
the meeting and any adjournment(s) or postponement(s) thereof. This Notice of Annual Meeting of Shareholders and related proxy
materials are being distributed or made available to shareholders beginning on or about ●, 2021.
Under the U.S. Securities and Exchange
Commission and Canadian securities rules, we have elected to use the Internet for delivery of our annual meeting materials to our
shareholders, enabling us to provide them with the information they need, while lowering the costs of delivery and reducing the
environmental impact associated with our annual meeting. Our proxy materials are available at www.proxyvote.com. We also post our
proxy materials on our website at www.silverbullresources.com/investors/agm.
We cordially invite you to attend the
annual meeting. Whether or not you plan to attend, it is important that your shares be represented and voted at the meeting. Please
refer to your proxy card or Notice Regarding the Availability of Proxy Materials for more information on how to vote your shares
at the meeting and return your voting instructions as promptly as possible.
Thank you for your support.
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BY ORDER OF THE BOARD OF DIRECTORS,
BRIAN D. EDGAR, CHAIRMAN
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IMPORTANT NOTICE
REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON MONDAY, APRIL 12, 2021
Our Notice of Meeting,
Proxy Statement and Annual Report on Form 10-K are available at
www.proxyvote.com.
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2021 PROXY STATEMENT
TABLE OF CONTENTS
ABOUT THE ANNUAL MEETING
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1
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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7
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MANAGEMENT
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8
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EXECUTIVE COMPENSATION
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15
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SUMMARY COMPENSATION TABLE
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15
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COMPENSATION DISCUSSION AND ANALYSIS
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17
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
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24
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GRANTS OF PLAN-BASED AWARDS
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25
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DIRECTOR COMPENSATION
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27
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INDEPENDENT PUBLIC ACCOUNTANTS
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27
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REPORT OF THE AUDIT COMMITTEE
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28
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REPORT OF THE COMPENSATION COMMITTEE
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29
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PROPOSAL 1: ELECTION OF DIRECTORS
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30
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PROPOSAL 2: RATIFICATION AND APPROVAL OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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31
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PROPOSAL 3: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS
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32
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PROPOSAL 4: INCREASE THE NUMBER OF AUTHORIZED SHARES OF SILVER BULL COMMON STOCK
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34
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ANNUAL REPORT TO SHAREHOLDERS
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36
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OTHER MATTERS
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36
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SHAREHOLDER PROPOSALS
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36
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Annex A:
AMENDED AND RESTATED ARTICLES OF INCORPORATION
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A-1
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Annex B:
MARKED VERSION OF AMENDED AND RESTATED ARTICLES OF INCORPORATION
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B-1
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PRELIMINARY PROXY STATEMENT—SUBJECT
TO COMPLETION
Silver
Bull Resources, Inc.
777 Dunsmuir Street, Suite 1610
Vancouver, British Columbia V7Y 1K4
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MONDAY, APRIL 12, 2021
ABOUT
THE ANNUAL MEETING
This proxy statement (the “Proxy
Statement”) is furnished to shareholders of Silver Bull Resources, Inc. (“Silver Bull,” the “Company,”
“us,” or “we”) in connection with the solicitation of proxies by the Board of Directors of Silver Bull
(the “Board”), on behalf of the Company, to be voted at the Annual Meeting of Shareholders (the “Meeting”).
The Meeting will be held at the Company’s offices at 777 Dunsmuir Street, Suite 1610, Vancouver, British Columbia V7Y 1K4,
on Monday, April 12, 2021 at 10:00 a.m. local time, or at any adjournment or postponement thereof. The Meeting is being
held for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. The Meeting will be held observing
all COVID-19 protocols, including mandatory wearing of masks and social distancing of at least two meters. No refreshments will
be served and all attendees will disperse immediately after the meeting chair declares the Meeting adjourned.
We have elected to provide access to
our proxy materials on the Internet under the U.S. Securities and Exchange Commission (the “SEC”) and Canadian securities
regulators’ “notice and access” rules. Our proxy materials are available at www.proxyvote.com. We also post our
proxy materials on our website at www.silverbullresources.com/investors/agm/. The Notice of Annual Meeting of Shareholders and
related proxy materials are being made available to shareholders beginning on or about ●, 2021.
All references to currency in this Proxy
Statement are in U.S. dollars, unless otherwise indicated.
Notice of Internet Availability of
Proxy Materials
On or about ●, 2021, we will furnish
a Notice of Internet Availability of Proxy Materials (“Notice”) to our shareholders containing instructions on how
to access the proxy materials and vote online. In addition, instructions on how to request a printed copy of these materials may
be found on the Notice. If you received a Notice by mail, you will not receive a paper copy of the proxy materials unless you request
such materials by following the instructions contained on the Notice. Your vote is important regardless of the extent of your holdings.
Solicitation Costs
The cost of preparing and mailing the
Notice, handling requests for proxy materials, and the cost of solicitation of proxies on behalf of the Board will be borne by
the Company. Proxies may be solicited personally or via mail, telephone or facsimile by directors, officers and regular employees
of the Company, none of whom will receive any additional compensation for such solicitations. The Company has no present plans
for the solicitation of proxies for the Meeting.
Dissenters Rights
The proposed corporate actions on which
the Company’s shareholders are being asked to vote are not corporate actions for which shareholders of a Nevada corporation
have the right to dissent under the Nevada Private Corporations Chapter of the Nevada Revised Statutes, Nev. Rev. Stat. 78.
What is the purpose of the Meeting?
At our Meeting, shareholders will vote
on the following items of business:
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Elect four (4) directors, each to serve until the next annual meeting of shareholders
of the Company or until their successors are elected and qualified;
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Ratify and approve the appointment of Smythe LLP, Chartered Professional Accountants
(“Smythe”), as our independent registered public accounting firm for the fiscal year ending October 31, 2020;
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Approve, on a non-binding advisory basis, the compensation of the Company’s
named executive officers as disclosed in this Proxy Statement; and
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Approve and adopt amended and restated articles of incorporation of the Company to
increase the number of authorized shares of Silver Bull common stock from 37.5 million to ● and to make certain non-substantive
amendments (the “A&R Articles”). Please see pages 5 and 6 for important details regarding this
proposal.
You will also vote on such other matters
as may properly come before the Meeting or any postponement(s) or adjournment(s) thereof.
What are the Board’s recommendations?
The Board recommends that you vote:
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1.
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“FOR” the election of the four (4) nominated
directors;
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2.
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“FOR” the ratification and approval of the appointment
of Smythe as our independent registered public accounting firm for the fiscal year ending October 31, 2021;
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3.
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“FOR” the approval, on a non-binding advisory
basis, of the compensation of the Company’s named executive officers; and
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4.
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“FOR” the proposal to increase the number of authorized
shares of Silver Bull common stock by approving and adopting the A&R Articles.
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At this time, our management does not
intend to present other items of business and knows of no items of business that are likely to be brought before the Meeting, except
those described in this Proxy Statement. However, if any other matters should properly come before the Meeting, the persons named
in the enclosed proxy will have discretionary authority to vote the shares represented by such proxy in accordance with their best
judgment on the matters.
What shares are entitled to vote?
As of the close of business on ●,
2021, the record date for the Meeting, we had ● shares of Silver Bull common stock outstanding. Each share of Silver
Bull common stock outstanding on the record date is entitled to one vote on all items being voted on at the Meeting. You can vote
all of the shares that you owned on the record date. These shares include (i) shares held directly in your name as the shareholder
of record and (ii) shares held for you as the beneficial owner through a broker, bank or other nominee.
What is required to approve each
item and how will abstentions and “broker non-votes” be counted?
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For Proposal 1 (election of directors), four (4) candidates will be elected
by a plurality vote, provided a quorum is present; however, pursuant to our Majority Voting Policy, any director who fails to receive
a majority of the votes cast (in person or by proxy) “FOR” such candidate is required to tender his written resignation
to the Board. See “Majority Voting Policy” below. “Broker non-votes” are not counted for determining the
number of votes cast “FOR” or “WITHHELD” for such candidate and therefore have no effect on the outcome
of the vote.
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For Proposal 2 (ratification and approval of appointment of independent registered
public accounting firm), the affirmative vote of the majority of votes cast (in person or by proxy)
at the Meeting is required for ratification and approval, provided a quorum is present. Abstentions and “broker non-votes”
are not counted for determining the number of votes cast for or against this proposal and therefore have no effect on the outcome
of the vote.
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For Proposal 3 (advisory vote on executive compensation), the affirmative vote
of the majority of votes cast (in person or by proxy) at the Meeting is required for approval,
provided a quorum is present. Abstentions and “broker non-votes” are not counted for determining the number of votes
cast for or against this proposal and therefore have no effect on the outcome of the vote. Because your vote on this proposal is
advisory, it will not be binding on the Board or the Company. However, the Board will review the voting results and take them into
consideration when making future decisions regarding executive compensation.
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For Proposal 4 (to approve and adopt the A&R Articles), the affirmative
vote of the holders of a majority of the outstanding shares of Silver Bull common stock is required for approval, provided a quorum
is present. Abstentions with respect to this proposal will have the same effect of a vote “AGAINST” the proposal.
How do I vote my shares?
Each share of Silver Bull common stock
that you own entitles you to one vote. Your Notice or proxy card shows the number of shares of Silver Bull common stock that you
own. You may elect to vote in one of the following methods:
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By Mail – If you have requested a paper copy of the proxy materials,
please date and sign the proxy card and return it promptly in the accompanying envelope.
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By Internet – If you received a Notice of Internet Availability of Proxy
Materials, you can access our proxy materials and vote online. Instructions to vote online are provided in the Notice.
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By Telephone – You may vote your shares by calling the telephone number
specified on your proxy card. You will need to follow the instructions on your proxy card and the voice prompts.
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In Person – You may attend the Meeting and vote in person. We will give
you a ballot when you arrive. If your stock is held in the name of your broker, bank or another nominee (a “Nominee”),
then you must present a proxy from that Nominee in order to verify that the Nominee has not already voted your shares on your behalf.
If your shares are held in an account
at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street
name,” and the Notice or proxy materials, as applicable, are being forwarded to you by that organization. The organization
holding your account is considered the shareholder of record for purposes of voting at the Meeting.
Your Voting Instruction Form from Broadridge
Financial Solutions, Inc. (“Broadridge”) or your Notice provides information on how to vote your shares. Additionally,
Silver Bull may utilize the Broadridge Quickvote service to assist eligible beneficial owners with voting their shares.
If you are a beneficial owner of shares
held in street name and do not provide the organization that holds your shares with specific voting instructions, the organization
that holds your shares may generally vote on “routine” matters such as Proposal 2 (ratification and approval of
appointment of independent registered public accounting firm), and Proposal 4 (to increase the number of authorized shares of Silver
Bull common stock) but cannot vote on “non-routine” matters such as Proposal 1 (election of directors) or Proposal 3
(advisory vote on executive compensation). Thus, if the organization that holds your shares does not receive instructions from
you on how to vote your shares on a “non-routine” matter, that organization will inform the inspector of election that
it does not have the authority to vote on such matter with respect to your shares. This is generally referred to as a “broker
non-vote.”
Proxies submitted properly by one of
the methods discussed above will be voted in accordance with the instructions contained therein. If the proxy is submitted but
voting directions are not provided, the proxy will be voted “FOR” each of the four (4) director nominees, “FOR”
the ratification and approval of the appointment of Smythe as our independent registered public accounting firm for the fiscal
year ending October 31, 2021, “FOR” the approval, on a non-binding advisory basis, of the compensation of the
Company’s named executive officers, and “FOR” the proposal to approve and adopt the A&R Articles, and in
such manner as the proxy holders named on the proxy, in their discretion, determine upon such other business as may properly come
before the Meeting or any adjournment or postponement thereof.
Who may attend the Meeting?
All shareholders as of the record date,
or their duly appointed proxies, may attend the Meeting. If you are not a shareholder of record but hold shares through a broker
or bank (i.e., in street name), you should provide proof of beneficial ownership on the record date, such as your most recent account
statement as of ●, 2021, a copy of the voting instruction card provided by your broker, bank or other holder of record, or
other similar evidence of ownership. Cameras, recording devices and other electronic devices will not be permitted at the Meeting.
How may I vote my shares in person
at the Meeting?
Shares held in your name as the shareholder
of record may be voted in person at the Meeting. Shares held beneficially in street name may be voted in person only if you obtain
a legal proxy from the broker, bank or other holder of record that holds your shares giving you the right to vote the shares. Even
if you plan to attend the Meeting, we recommend that you also submit your proxy or voting instructions prior to the Meeting as
described below so that your vote will be counted if you later decide not to attend the Meeting.
May I change my vote or revoke my
proxy after I return my proxy card?
Yes. Even after you have submitted your
proxy, you may change the votes you cast or revoke your proxy at any time before the votes are cast at the Meeting (i) by
delivering a written notice of your revocation to our principal executive office, if sent by regular mail, to Silver Bull Resources,
Inc., 777 Dunsmuir Street, Suite 1610, P.O. Box 10427, Vancouver, British Columbia, V7Y 1K4, Canada, or, if sent other than by
regular mail, to Silver Bull Resources, Inc., 777 Dunsmuir Street, Suite 1610, Vancouver, British Columbia, V7Y 1K4, Canada; or
(ii) by executing and delivering a later-dated proxy. In addition, the powers of the proxy holders will be suspended if you
attend the Meeting in person and so request, although attendance at the Meeting will not by itself revoke a previously granted
proxy. Notwithstanding the foregoing, no proxy will be counted unless it is received by the Company prior to the commencement of
the Meeting.
What constitutes a quorum?
The presence, in person or by proxy,
of one-third of the shares of Silver Bull common stock outstanding as of the record date constitutes a quorum for the transaction
of business at the Meeting. In the event there are not sufficient votes for a quorum or to approve any proposals at the time of
the Meeting, the Meeting may be adjourned in order to permit further solicitation of proxies. The inspector of election will treat
shares of Silver Bull common stock represented by a properly signed and returned proxy as present at the Meeting for purposes of
determining a quorum, without regard to whether the proxy is marked as casting a vote or abstaining. Abstentions and “broker
non-votes” as to particular matters are counted for purposes of determining whether a quorum is present at the Meeting. A
“broker non-vote” occurs when a nominee holding shares for a beneficial owner votes on one proposal but does not vote
on another proposal because the nominee does not have discretionary voting power and has not received instructions to do so from
the beneficial owner.
What does it mean if I receive more
than one proxy card?
If you receive more than one proxy card,
it means that you hold shares registered in more than one name or brokerage account. You should sign and return all proxies for
each proxy card that you receive in order to ensure that all of your shares are voted.
How may I vote on each of the proposals?
For the election of directors pursuant
to Proposal 1, you may vote “FOR” any nominee, or you may indicate that you wish to withhold authority to vote
for one or more of the nominees being proposed.
For each of Proposals 2, 3 and
4 you may vote “FOR” or “AGAINST” the proposal, or you may indicate that you wish to “ABSTAIN”
from voting on the proposal.
Who will count the proxy votes?
We currently expect that Broadridge
will tabulate the votes and that the Company’s Chief Financial Officer, Christopher Richards, will serve as inspector of
election for the Meeting.
How will voting on any other business
be conducted?
We do not expect any matters to be presented
for a vote at the Meeting other than the matters described in this Proxy Statement. If you grant a proxy, either of the officers
named as proxy holder, Timothy Barry or Christopher Richards, will have the discretion to vote your shares on any additional matters
that are properly presented for a vote at the Meeting.
Why
is the Company seeking approval to increase the number of authorized shares of Silver Bull common stock?
As a result of the transactions contemplated
by the previously disclosed option agreement (the “Copperbelt Option Agreement”), dated as of August 12, 2020,
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 Parent (“Copperbelt Sub,”
and together with Copperbelt Parent, “Copperbelt”), the Company is required, among other things, (i) to incur
$15 million in cumulative exploration expenditures on the Beskauga property located in Kazakhstan by the fourth anniversary
following the closing date in order to maintain the effectiveness of the option to acquire the Beskauga property (the “Copperbelt
Option”), (ii) to pay Copperbelt up to $15 million in cash to exercise the Copperbelt Option, and (iii) to
make up to $32 million in cumulative bonus payments to Copperbelt Parent if the Beskauga property is the subject of a bankable
feasibility study in compliance with Canadian National Instrument 43-101 indicating specified amounts of gold equivalent resources.
We expect to finance substantially all of such costs through public and private issuances of common stock when we believe market
conditions to be favorable.
Currently, we have 37,500,000
authorized shares of common stock. As of February 5, 2021, we had 33,713,931 shares of common stock outstanding. After
taking into account the 3,505,664 shares reserved for issuance upon the exercise of outstanding options and warrants, we
currently have a very limited number of shares available for issuance. For all practical purposes, the
37,500,000 authorized shares of our common stock have been fully utilized, restricting our ability to issue any more
shares.
In December 2020, we solicited the approval
of our shareholders to amend our articles of incorporation to increase the number of authorized shares of common stock to 300 million;
however, we did not receive the requisite shareholder approval. As the Company still requires future financing to fund its plans,
it is proposing an increase in the number of Silver Bull authorized shares to ●, which would enable the Company, without
further shareholder approval, to issue shares from time to time as may be required for various business purposes, including but
not limited to raising additional capital to further the development of the Company’s assets.
By increasing the number of authorized shares of Silver Bull common stock, we will be able to act in a timely manner when
the need to raise equity capital arises or when the Board believes it is in the best interests of the Company and our shareholders
to take action, without the delay and expense that would be required at that time to obtain shareholder approval to increase our
authorized shares. Virtually all junior exploration companies like Silver Bull remain as viable companies and conduct their mineral
exploration activities by raising funds by issuing shares from time to time.
In the absence of an affirmative vote
to increase the number of authorized shares of Silver Bull common stock, the Company will have virtually no shares available for
issuance to raise funds to fund its general corporate overhead or cover the costs associated with maintaining its interests in
the Sierra Mojada project in Mexico or its potential mineral interests in Kazakhstan. The Company would also not have shares available
to make equity incentive awards to current or potential management, the lack of which may impair our ability to incent or retain
our executives.
For the sake of clarity, if this
proposal is not approved by shareholders, the Company will have virtually no shares available for issuance to raise funds to continue
its operations, and management will need to immediately investigate all available options, including, but not limited to, seeking
to dispose of the Company’s assets or engaging in a business combination. Any such transaction may not be on terms that are
favorable to the Company. Continuing in business with virtually no shares available for issuance is not a sustainable path for
the Company.
What
are the non-substantive amendments that are included in the A&R Articles?
The two non-substantive amendments that
are reflected in the A&R Articles are (i) including the name of the Company’s registered agent to comply with Nevada
law and (ii) revising the description of the Company’s business purpose to simply provide that the Company is authorized
to engage in any lawful activity permitted under Nevada law.
SECURITY
OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
On September 18, 2020, the Company
completed a one-for-eight reverse stock split of the shares of Silver Bull common stock. All share and per share information in
this Proxy Statement has been adjusted to reflect the impact of the reverse stock split.
Security Ownership of Management
The number of shares of Silver Bull
common stock outstanding as of February 5, 2021 was 33,713,931. The following table sets forth the number of shares of Silver
Bull common stock beneficially owned by each of the Company’s directors, nominees and named executive officers and the number
of shares beneficially owned by all of the directors, nominees, and named executive officers as a group:
Name and
Address of Beneficial Owner (1)
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Position
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Amount
and Nature of Beneficial Ownership (2)
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Percent
of Common Stock
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Brian D. Edgar
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Chairman and Director
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1,499,266
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(4)
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4.38%
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Timothy T. Barry
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President, Chief Executive Officer and Director
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586,247
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(5)
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1.72%
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Sean C. Fallis
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Former Chief Financial Officer (3)
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439,312
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(6)
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1.29%
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Daniel J. Kunz
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Director
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341,864
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(7)
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1.01%
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John A. McClintock
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Director
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122,739
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(8)
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*
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Christopher Richards
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Chief Financial Officer
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24,000
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(9)
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*%
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All directors, nominees, and executive officers as a group (6 persons)
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3,013,428
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8.55%
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_________________________
*
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The percentage of Silver Bull common stock beneficially owned is less than one percent (1%).
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(1)
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The address of these persons is c/o Silver Bull Resources, Inc., 777 Dunsmuir Street, Suite 1610,
Vancouver, British Columbia V7Y 1K4.
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(2)
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Unless otherwise indicated, each person listed has the sole power to vote and dispose of the shares
listed. Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), beneficial
ownership includes shares as to which the individual or entity has or shares voting power or investment power, and any shares that
the individual or entity has the right to acquire within 60 days of February 5, 2020, including through the exercise of any
option, warrant, or right. For each individual or entity that holds options, warrants or rights to acquire shares, the shares of
Silver Bull common stock underlying those securities are treated as owned by that holder and as outstanding shares when that holder’s
percentage ownership of Silver Bull common stock is calculated. That Silver Bull common stock is not treated as outstanding when
the percentage ownership of any other holder is calculated.
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(3)
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Mr. Fallis resigned from his position as the Company’s Chief Financial Officer effective
as of September 25, 2020.
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(4)
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Consists of (i) 768,164 shares of Silver Bull common stock held directly, (ii) 375,000
stock options, which are vested or will vest within 60 days, (iii) warrants to purchase 106,500 shares of Silver Bull
common stock that are exercisable or will be exercisable within 60 days, and (iv) 249,602 shares of Silver Bull common stock
owned by Tortuga Investments Corp., a company wholly owned by Mr. Edgar. Excludes (a) 425,000 shares of Silver Bull common
stock and (b) warrants to purchase 212,500 shares of Silver Bull common stock, in each case that are owned by 0893306 B.C.
Ltd., a company wholly owned by Mr. Edgar’s spouse, and of which Mr. Edgar disclaims beneficial ownership.
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(5)
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Consists of (i) 192,497 shares of Silver Bull common stock held directly and (ii) 393,750
stock options, which are vested or will vest within 60 days. Excludes (a) 319,000 shares of Silver Bull common stock
and (b) warrants to purchase 159,500 shares of Silver Bull common stock, in each case that are owned by Mr. Barry’s
spouse, and of which Mr. Barry disclaims beneficial ownership.
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(6)
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Consists of (i) 64,312 shares of Silver Bull common stock held directly and (ii) 375,000
stock options, which are vested or will vest within 60 days.
|
|
(7)
|
Consists of (i) 174,364 shares of Silver Bull common stock held directly, (ii) 87,500
stock options, which are vested or will vest within 60 days, and (iii) warrants to purchase 80,000 shares of Silver Bull
common stock that are exercisable or will be exercisable within 60 days.
|
|
(8)
|
Consists of (i) 27,239 shares of Silver Bull common stock held directly, (ii) 87,500
stock options, which are vested or will vest within 60 days, and (iii) warrants to purchase 8,000 shares of Silver Bull common
stock that are exercisable or will be exercisable within 60 days.
|
|
(9)
|
Consists of (i) 16,000 shares of Silver Bull common stock held directly and (ii) warrants
to purchase 8,000 shares of Silver Bull common stock that are exercisable or will be exercisable within 60 days.
|
Security Ownership of Certain Beneficial
Owners
As of February 5, 2021, there
is no person (other than the director nominees and executive officers of the Company) who owned of record, or was known to own
beneficially, more than 5% of the outstanding voting shares of Silver Bull common stock.
MANAGEMENT
Identification of Directors and Executive
Officers
The table below sets forth the names,
titles, and ages of each of the nominees standing for election to the Board and the Company’s executive officers as of the
record date. There are no family relationships among any of the directors, executive officers and/or director/nominees of the Company.
Except as described herein, there was
no agreement or understanding between the Company and any director or executive officer pursuant to which he was selected as an
officer or director, although certain of the Company’s executive officers have entered into employment agreements with the
Company.
Name
|
Current
Position
|
Age
|
Year Initially
Appointed as Officer or Director
|
Brian D. Edgar
|
|
Chairman and Director
|
|
71
|
2010
|
Timothy T. Barry
|
|
President, Chief Executive Officer and Director
|
|
45
|
2010
|
Daniel J. Kunz
|
|
Director
|
|
68
|
2011
|
John A. McClintock
|
|
Director
|
|
69
|
2012
|
Christopher Richards
|
|
Chief Financial Officer
|
|
43
|
2020
|
Brian D. Edgar. Mr. Edgar
was appointed Chairman of the Board in April 2010. Mr. Edgar has broad experience working in junior and mid-size natural resource
companies. He served as Dome’s President and Chief Executive Officer from February 2005 to April 2010, when Dome was acquired
by Silver Bull. Further, Mr. Edgar served as a director of Dome (1998–2010), Lucara Diamond Corp. (2007–May 2020),
BlackPearl Resources Inc. (2006–December 2018), and ShaMaran Petroleum Corp. (2007–June 2019). He has served as a director
of Denison Mines Corp. since 2005 and of numerous public resource companies over the last 30 years. Mr. Edgar practiced corporate/securities
law in Vancouver, British Columbia, Canada for 16 years.
Timothy T. Barry. Mr. Barry
has served as a director, President and Chief Executive Officer of Silver Bull since March 2011. From August 2010 to March 2011,
he served as our Vice President – Exploration. Between 2006 and August 2010, Mr. Barry spent five years working
as Chief Geologist in West and Central Africa for Dome. During this time, he managed all aspects of Dome’s exploration programs
and oversaw corporate compliance for Dome’s various subsidiaries. Mr. Barry also served on Dome’s board of directors.
In 2005, he worked as a project geologist in Mongolia for Entree Gold, a company that has a significant stake in the Oyu Tolgoi
mine in Mongolia. Between 1998 and 2005, Mr. Barry worked as an exploration geologist for Ross River Minerals Inc. on its
El Pulpo copper/gold project in Sinaloa, Mexico, for Canabrava Diamonds Corporation on its exploration programs in the James Bay
lowlands in Ontario, Canada, and for Homestake Mining Company on its Plutonic Gold Mine in Western Australia. He has also worked
as a mapping geologist for the Geological Survey of Canada in the Coast Mountains, and as a research assistant at the University
of British Columbia, where he examined the potential of CO2 sequestration in Canada using ultramafic rocks. Mr. Barry
received a bachelor of science degree from the University of Otago in Dundein, New Zealand and is a Chartered Professional Geologist
(CPAusIMM).
Daniel J. Kunz. Mr. Kunz
has more than 35 years of experience in international mining, energy, engineering and construction, including in executive, business
development, management, accounting, finance and operations roles. In June 2020, he was appointed President and Chief Executive
Officer of Prime Mining Corp., a mine development company. Since 2014, he has been the managing member of Daniel Kunz & Associates,
LLC, an advisory and engineering services company focused on the natural resources sector. From 2013 to 2018, he was the Chairman
and Chief Executive Officer of Gold Torrent, Inc., a mine development company. In addition, Mr. Kunz is the founder, and from
2003 until he retired in April 2013 was the President and Chief Executive Officer and a director, of U.S. Geothermal, Inc., a renewable
energy company that owns and operates geothermal power plants in Idaho, Oregon, and Nevada and was sold to Ormat Technologies,
Inc. in 2018. Mr. Kunz was Senior Vice President and Chief Operating Officer of Ivanhoe Mines Ltd. from 1997 to October 2000,
and served as its President and Chief Executive Officer and as a director from November 2000 to March 2003. He was part of the
team that discovered Oyu Tolgoi, one of the world’s largest copper-gold deposits. From March 2003 to March 2004, Mr. Kunz
served as President and Chief Executive Officer of China Gold International Resources Corp. Ltd. and served as a director from
March 2003 to October 2009. Mr. Kunz was a founder of MK Resources LLC, formerly known as the NASDAQ-listed company MK Gold
Corporation, and directed the company’s 1993 initial public offering as the President and Chief Executive Officer and a director.
For 17 years, he held executive positions with NYSE-listed Morrison Knudsen Corporation (including Vice President and Controller).
Mr. Kunz holds a Masters of Business Administration and a Bachelor of Science in Engineering Science. He is currently a director
of Raindrop Ventures Inc., Prime Mining Corp., Greenbriar Capital Corp., and Gunpoint Exploration Ltd.
John A. McClintock. Mr. McClintock
has a significant amount of experience in all facets of the mineral exploration business, which has come from managing large exploration
organizations. Since November 2005, he has served as the President of McClintock Geological Management, which provides ongoing
management services to NorthIsle Copper and Gold Inc., of which he served as President, Chief Executive Officer and a director
from October 2011 to September 2020. From February 2007 to November 2008, Mr. McClintock served as President and Chief Executive
Officer of Savant Explorations Ltd., a publicly-traded company on the TSX Venture Exchange. From January 2006 to February 2007,
he served as President and COO of Canarc Resources Corp., where he negotiated, among other things, a large land purchase in Mexico.
From November 2004 to December 2005, Mr. McClintock served as an Exploration Manager for BHP Group plc, where he ensured that
the $80 million exploration budget focused on areas and commodities with maximum potential for corporate growth. He has served
as a director of Blue Moon Zinc Corp. since May 2017 and as a director of NorthIsle Copper and Gold Inc. since October 2011. Mr. McClintock
holds an MBA from Simon Fraser University and an undergraduate degree in geology, with honors, from the University of British Columbia.
He is a member of the Professional Engineers of British Columbia, the Prospectors and Developers Association of British Columbia,
and the Association of Mineral Exploration of British Columbia.
Christopher Richards. Mr. Richards
was appointed as the Company’s Chief Financial Officer effective as of September 28, 2020. Mr. Richards most recently
served as the Vice President of Finance for Great Panther Mining Limited, a U.S. and Canadian dual-listed gold and silver producer,
from June 2018 to February 2020. From January 2017 to May 2018, he was self-employed as a senior financial consultant, advising
public and private companies in the mining and natural resources industries. Prior to that, Mr. Richards served as the Vice
President of Finance and Corporate Secretary (December 2013–December 2016) and Group Controller (April 2009–November
2013) of Kyzyl Gold Ltd., a wholly owned subsidiary of London Stock Exchange-listed Polymetal International plc, engaged in the
development of the Kyzyl Gold Mine located in Kazakhstan. From July 2015 to October 2016, he served as the Chief Financial Officer
of TSX Venture Exchange-listed True North Gems Inc. Previously, Mr. Richards served as the Corporate Controller of U.S. and
Canadian dual-listed NovaGold Resources Inc. and as a Senior Manager of Audit for KPMG LLP. He is a CPA (Chartered Professional
Accountant, British Columbia), CA, and received a Bachelor of Business Administration degree from Simon Fraser University in 2000
and a certificate in mining studies from the University of British Columbia in 2014.
Board Composition
Majority Voting Policy
The Board has adopted a Majority Voting
Policy stipulating that shareholders shall be entitled to vote in favor of, or withhold from voting for, each individual director
nominee at a meeting of shareholders. 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
of the Board (the “Corporate Governance and Nominating Committee”) will consider such offer of resignation and will
make a recommendation to the Board concerning the acceptance or rejection of the resignation after considering, among other things,
the stated reasons, if any, why certain shareholders “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 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
as to whether to consider 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.
The Board seeks to ensure that it is
composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the Board
to satisfy its oversight obligations effectively. The Company’s Corporate Governance and Nominating Committee is charged
with identifying, screening and/or appointing persons to serve on the Board. The Corporate Governance and Nominating Committee
evaluates nominees recommended by the shareholders using the same criteria it uses for other nominees. In identifying Board candidates,
it is the Company’s goal to identify persons who it believes have appropriate expertise and experience to contribute to the
oversight of a company of the Company’s nature while also reviewing other appropriate factors. The Board believes that the
process in place to identify candidates and elect directors allows the most qualified candidates to be appointed independently.
The Company believes that each of the
persons standing for election to the Board at the Meeting has the experience, qualifications, attributes and skills that, when
taken as a whole, will enable the Board to satisfy its oversight responsibilities effectively. With regard to the Board nominees,
the following factors were among those considered that led to the Board’s conclusion that each would make valuable contributions
to the Board:
|
·
|
Brian D. Edgar: The Board believes that Mr. Edgar is qualified to serve as a director
of the Company because of his extensive experience working with junior and mid-size natural resource companies, as well as his
experience with and general knowledge of the capital markets.
|
|
·
|
Timothy T. Barry: The Board believes that Mr. Barry is qualified to serve as a director
of the Company because of his geological education and background, and his significant experience with junior and mid-size natural
resources companies, particularly early-stage natural resource companies.
|
|
·
|
Daniel J. Kunz: The Board believes that Mr. Kunz is qualified to serve as a director
of the Company because of his significant experience in international mining, engineering and construction projects, and his many
years of senior management and director experience.
|
|
·
|
John A. McClintock: The Board believes that Mr. McClintock is qualified to serve as
a director of the Company because of his significant experience in all facets of the mineral exploration business, which includes
managing large exploration organizations, as well as his education and general knowledge of the exploration industry.
|
Involvement in Certain Legal Proceedings
During the past ten years, none of the
director nominees or persons currently serving as executive officers and/or directors of the Company has been the subject matter
of any of the following legal proceedings that are required to be disclosed pursuant to Item 401(f) of SEC Regulation S-K,
including (a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive
officer either at the time of the bankruptcy or within two years prior to that time; (b) any criminal convictions; (c) any
order, judgment, or decree permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any
type of business, securities or banking activities; (d) any finding by a court, the SEC or the U.S. Commodity Futures Trading
Commission to have violated a federal or state securities or commodities law, any law or regulation respecting financial institutions
or insurance companies, or any law or regulation prohibiting mail or wire fraud; or (e) any sanction or order of any self-regulatory
organization or registered entity or equivalent exchange, association or entity. Further, no such legal proceedings are believed
to be contemplated by governmental authorities against any director or executive officer.
Transactions with Related Persons
Pursuant to its charter, the Audit Committee
of the Board (the “Audit Committee”) reviews and approves all related party transactions on an ongoing basis. With
the exception of customary employment agreements between the Company and its officers, which are described below under the heading
“Executive Compensation,” and an independent contractor agreement, effective as of October 1, 2020, between the
Company and Nicholas Edgar, the son of Brian Edgar, the Company’s Chairman, pursuant to which agreement Nicholas Edgar will
provide certain consulting services for the Company’s exploration projects for CDN$400 per day, there were no related party
transactions between the Company and its officers, directors and significant shareholders during the fiscal years ended October 31,
2020 and October 31, 2019. On November 10, 2020, the Audit Committee approved the independent contractor agreement with
Nicholas Edgar.
Independence of the Board
The Board currently consists of Timothy
Barry, Brian Edgar, Daniel Kunz and John McClintock. Messrs. Barry, Edgar, Kunz and McClintock are being nominated by the
Company for re-election at the Meeting. Messrs. Kunz and McClintock are considered “independent” as that term
is defined in Section 311 of the Toronto Stock Exchange (“TSX”) Company Manual.
Board Leadership Structure
The Board does not have an express policy
regarding the separation of the roles of Chief Executive Officer and Chairman of the Board, as the Board believes it is in the
best interests of the Company to make that determination based on the position and direction of the Company and the membership
of the Board. Brian Edgar has been the Company’s Chairman of the Board since April 2010, while Timothy Barry has served as
the Company’s Chief Executive Officer since February 2011. The Board believes that this leadership structure is appropriate,
as Mr. Edgar and Mr. Barry bring complimentary skills to the Company’s business operations and strategic plans
and generally are focused on somewhat different aspects of the Company’s operations. Mr. Barry, with his geological
background and experience, has a greater depth of knowledge regarding the Company’s exploration activities, while Mr. Edgar
has a significant amount of experience with mid-sized and junior level exploration and mining companies and with the capital markets.
Although Mr. Edgar does not work
full-time for the Company, he does devote a significant portion of his time to the day-to-day affairs of, and plays a key policy-making
role for, the Company. For this reason, the Company views Mr. Edgar as one of its executive officers.
Also, the Board does not have a formal
policy with respect to the consideration of diversity when assessing directors and directorial candidates but considers diversity
as part of its overall assessment of the Board’s functioning and needs.
Board’s Role in Risk Oversight
Company management is charged with the
day-to-day management of risks the Company faces. However, the Board, directly and through its committees, is actively involved
in the oversight of the Company’s risk management policies. The Audit Committee is charged with overseeing enterprise risk
management generally and with reviewing and discussing with management the Company’s major risk exposures (whether financial,
operating or otherwise) and the steps that management takes to monitor, control and manage these exposures, including the Company’s
risk assessment and risk management guidelines and policies. The Audit Committee reports to the Board regarding the foregoing matters,
and the Board ultimately approves any changes in corporate policies, including those pertaining to risk management. Additionally,
the Compensation Committee of the Board (the “Compensation Committee”) oversees the Company’s compensation policies
generally, in part to determine whether they create risks that are reasonably likely to have a material adverse effect on the Company.
The Audit Committee and the Compensation Committee correspond with, and report to, management and the Board.
Meetings of the Board and Committees
Board of
Directors
The Board held fifteen meetings during
the fiscal year ended October 31, 2020, and five additional meetings during the current fiscal year. Such meetings consisted
of both actions taken by the unanimous written consent of the directors and live meetings at which the directors were present in
person or by telephone. All of the Company’s directors attended at least 75% of the Board meetings conducted during the fiscal
year ended October 31, 2020. The Company does not have a formal policy with regard to Board members’ attendance at annual
meetings but encourages them to attend meetings of shareholders. Mr. Edgar and Mr. Barry attended last year’s annual
meeting of shareholders.
Audit Committee
The Company has a separately designated
standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The following persons currently
serve on our Audit Committee: Daniel Kunz and John McClintock. Messrs. Kunz and McClintock are considered “independent”
under Rule 10A-3 of the Exchange Act. Mr. Kunz is the “financial expert” for the Audit Committee.
The Audit Committee held seven meetings
during the fiscal year ended October 31, 2020, and has held three meeting during the current fiscal year. Such meetings consisted
of both actions taken by the unanimous written consent of the Audit Committee members and live meetings at which the members were
present in person or by telephone. Messrs. Kunz and McClintock attended all of the meetings in person or by telephone. On
May 1, 2006, the Board adopted a written charter for the Audit Committee, which was amended on February 14, 2012 and
February 22, 2017. The Audit Committee charter is available on our website at www.silverbullresources.com. The composition
of the Audit Committee following the Meeting will be determined by the Board after the Meeting, but it is anticipated that Messrs. Kunz
and McClintock will continue to serve on the Audit Committee.
Compensation
Committee
The Company’s Compensation Committee
currently consists of John McClintock and Daniel Kunz, each of whom is considered “independent” under Section 311
of the TSX Company Manual. The Compensation Committee held three meetings during the fiscal year ended October 31, 2020 and
has held one meeting during the current fiscal year. Such meetings consisted of both actions taken by the unanimous written consent
of the Compensation Committee members and live meetings at which the members were present in person or by telephone. The composition
of the Compensation Committee following the Meeting will be determined by the Board after the Meeting, but it is anticipated that
Messrs. McClintock and Kunz will continue to serve on the Compensation Committee.
Duties of the Compensation Committee
include reviewing and making recommendations regarding compensation of executive officers and determining the need for and the
appropriateness of employment agreements for senior executives. This includes the responsibility (i) to determine, review
and approve on an annual basis the corporate goals and objectives with respect to compensation for the senior executives; and (ii) to
evaluate at least once a year the performance of the senior executives in light of the established goals and objectives and, based
upon these evaluations, to determine the annual compensation for each, including salary, bonus, incentive and equity compensation.
The Compensation Committee has authority to retain such compensation consultants, outside counsel and other advisors as the Compensation
Committee in its sole discretion deems appropriate. The Compensation Committee may also invite the executive officers and other
members of management to participate in its deliberations, or to provide information to the Compensation Committee for its consideration
with respect to such deliberations, except that the Chief Executive Officer may not be present for the deliberation of or the voting
on compensation for the Chief Executive Officer. The Chief Executive Officer may, however, be present for the deliberation of or
the voting on compensation for any other officer.
The Compensation Committee also has
the authority and responsibility (i) to review the fees paid to independent directors for service on the Board and its committees,
and make recommendations to the Board with respect thereto (however, disinterested members of the Board ultimately determine the
fees paid to the independent directors); and (ii) to review the Company’s incentive compensation and other stock-based
plans and recommend changes in such plans to the Board as needed.
The Compensation Committee is authorized
to delegate any of its responsibilities to a subcommittee as the Compensation Committee deems appropriate. The Compensation Committee’s
charter was adopted by the Board on May 1, 2006 and amended on December 5, 2006, February 22, 2013, and February 22,
2017. The charter is available on our website at www.silverbullresources.com.
Compensation
Committee Interlocks and Insider Participation
None of the members of our Compensation
Committee served as an employee of the Company during the fiscal year ended October 31, 2020 (or subsequently). No current
member of our Compensation Committee formerly served as an officer of the Company, and none of the current members of the Compensation
Committee has entered into a transaction with the Company in which he had a direct or indirect interest that is required to be
disclosed pursuant to Item 404(a) of SEC Regulation S-K. During the past year, no executive officer of the Company served
as a director or on the compensation committee of another entity whose executive officer also served on the Company’s Board
or Compensation Committee.
Corporate
Governance and Nominating Committee
The Company’s Corporate Governance
and Nominating Committee currently consists of Daniel Kunz and John McClintock, each of whom is considered “independent”
under Section 311 of the TSX Company Manual. The future composition of the Corporate Governance and Nominating Committee will
be determined after the Meeting, but it is anticipated that Messrs. Kunz and McClintock will serve on the Corporate Governance
and Nominating Committee. Duties of the Corporate Governance and Nominating Committee include oversight of the process by which
individuals may be nominated to the Board. Our Corporate Governance and Nominating Committee’s charter was adopted by the
Board on May 1, 2006 and amended on July 7, 2006, February 22, 2013, and February 22, 2017 and is available
on our website at www.silverbullresources.com.
The functions performed by the Corporate
Governance and Nominating Committee include identifying potential directors and making recommendations as to the size, functions
and composition of the Board and its committees. In making nominations, our Corporate Governance and Nominating Committee is required
to submit candidates who have the highest personal and professional integrity, who have demonstrated exceptional ability and judgment
and who shall be most effective, in conjunction with the other nominees to the Board, in collectively serving the long-term interests
of the Company’s shareholders. The Nominating Committee does not have a formal policy with respect to the consideration of
diversity when identifying nominees for director but considers diversity as part of its overall assessment of the Board’s
needs.
The Corporate Governance and Nominating
Committee will consider nominees proposed by our shareholders. To recommend a prospective nominee for the Corporate Governance
and Nominating Committee’s consideration, you may submit the candidate’s name by delivering notice in writing, if sent
by regular mail, to Silver Bull Resources, Inc., 777 Dunsmuir Street, Suite 1610, P.O. Box 10427, Vancouver, British Columbia,
V7Y 1K4, Canada, Attention: Corporate Governance and Nominating Committee, or, if sent other than by regular mail, to Silver Bull
Resources, Inc., 777 Dunsmuir Street, Suite 1610, Vancouver, British Columbia, V7Y 1K4, Canada, Attention: Corporate Governance
and Nominating Committee.
A shareholder nomination submitted to
the Corporate Governance and Nominating Committee must include at least the following information (and can include such other information
the person submitting the recommendation desires to include), and must be submitted to the Company by the date mentioned in the
proxy statement for the Company’s most recent annual meeting under the heading “Shareholder Proposals,” as such
date may be amended in cases where the annual meeting has been changed as contemplated in SEC Rule 14a-8(e), Question 5:
|
(i)
|
The name, address, telephone number, fax number and e-mail address of the person submitting the
recommendation.
|
|
(ii)
|
The number of shares and description of the Company voting securities held by the person submitting
the nomination and whether such person is holding the shares through a brokerage account (and if so, the name of the broker-dealer)
or directly.
|
|
(iii)
|
The name, address, telephone number, fax number and e-mail address of the person being recommended
to the Corporate Governance and Nominating Committee to stand for election at the next annual meeting (the “proposed nominee”)
together with information regarding such person’s education (including degrees obtained and dates), business experience during
the past ten years, professional affiliations during the past ten years and other relevant information.
|
|
(iv)
|
Information regarding any family relationships of the proposed nominee as required by Item 401(d)
of SEC Regulation S-K.
|
|
(v)
|
Information whether the proposed nominee or the person submitting the recommendation has (within
the ten years prior to the recommendation) been involved in legal proceedings of the type described in Item 401(f) of SEC
Regulation S-K (and if so, provide the information regarding those legal proceedings required by Item 401(f) of SEC Regulation S-K).
|
|
(vi)
|
Information regarding the share ownership of the proposed nominee required by Item 403 of
SEC Regulation S-K.
|
|
(vii)
|
Information regarding certain relationships and related party transactions of the proposed nominee
as required by Item 404 of SEC Regulation S-K.
|
|
(viii)
|
The signed consent of the proposed nominee in which he or she (1) consents to being nominated
as a director of the Company if selected by the Corporate Governance and Nominating Committee; (2) states his or her willingness
to serve as a director if elected for compensation not greater than that described in the most recent proxy statement; (3) states
whether the proposed nominee is “independent” as defined by applicable laws; and (4) attests to the accuracy of
the information submitted pursuant to paragraphs (i) through (vii) above.
|
Although the information may be submitted
by fax, e-mail, mail or courier, the Corporate Governance and Nominating Committee must receive the proposed nominee’s signed
consent, in original form, within ten days of the nomination having been made.
When the information required above
has been received, the Corporate Governance and Nominating Committee will evaluate the proposed nominee based on the criteria described
below, with the principal criteria being the needs of the Company and the qualifications of such proposed nominee to fulfill those
needs. No shareholder nominations were received in connection with the Meeting.
The process for evaluating a director
nominee is the same whether a nominee is recommended by a shareholder or by an existing officer or director. The Corporate Governance
and Nominating Committee will:
|
(1)
|
Establish criteria for selection of potential directors, taking into consideration the following
attributes that are desirable for a member of the Board: leadership, independence, interpersonal skills, financial acumen, business
experiences, industry knowledge and diversity of viewpoints. The Corporate Governance and Nominating Committee will periodically
assess the criteria to ensure that they are consistent with best practices and the goals of the Company;
|
|
(2)
|
Identify individuals who satisfy the criteria for selection to the Board and, after consultation
with the Chairman of the Board, make recommendations to the Board on new candidates for Board membership; and
|
|
(3)
|
Receive and evaluate nominations for Board membership that are recommended by existing directors,
corporate officers or shareholders in accordance with policies set by the Corporate Governance and Nominating Committee and applicable
laws.
|
The Corporate Governance and Nominating
Committee held one meeting during the fiscal year ended October 31, 2020 and has held one meeting during the current fiscal
year. The Corporate Governance and Nominating Committee has nominated Brian Edgar, Timothy Barry, John McClintock and Daniel Kunz
to stand for re-election at the Meeting. The Company has not engaged the services of or paid a fee to any third party or parties
to identify or evaluate or assist in identifying or evaluating potential nominees.
Shareholder Communication with the
Board
The Company values the views of its
shareholders (current and future shareholders, employees and others). Accordingly, the Board established a system through its Audit
Committee to receive, track and respond to communications from shareholders addressed to the Board or to the Company’s non-management
directors. Any shareholder who wishes to communicate with the Board or the Company’s non-management directors may write,
if sent by regular mail, to Silver Bull Resources, Inc., 777 Dunsmuir Street, Suite 1610, P.O. Box 10427, Vancouver, British Columbia,
V7Y 1K4, Canada, Attention: Audit Committee Chair, or, if sent other than by regular mail, to Silver Bull Resources, Inc., 777
Dunsmuir Street, Suite 1610, Vancouver, British Columbia, V7Y 1K4, Canada, Attention: Audit Committee Chair.
The chair of the Audit Committee is
the Board Communications Designee. He will review all communications and report on the communications to the chair of the Corporate
Governance and Nominating Committee, the full Board or the Company’s non-management directors as appropriate. The Board Communications
Designee will take additional action or respond to letters in accordance with instructions from the relevant Board source.
EXECUTIVE
COMPENSATION
Compensation and Other Benefits of
Named Executive Officers
The following table sets out the compensation
received for the fiscal years ended October 31, 2020, 2019, and 2018 in respect to each of named executive officers.
SUMMARY
COMPENSATION TABLE
Name and
Principal Position
|
Fiscal
Year
|
Salary
($) (1)
|
Non-Equity
Incentive Plan Compensation (1)
|
Stock Awards
($)
|
Option Awards
($) (2)
|
All Other
Compensa-tion ($)
|
Total ($)
|
Current Named Executive Officers
|
|
|
|
|
|
Timothy T. Barry (3)
Chief Executive Officer, President and Director
|
2020
2019
2018
|
206,487
208,967
175,582
|
26,280
25,963
52,828
|
–
–
–
|
–
–
108,668
|
–
–
–
|
232,767
234,930
337,078
|
Christopher Richards (4)
Chief Financial Officer
|
2020
2019
2018
|
18,932
–
–
|
11,263
–
–
|
–
–
–
|
–
–
–
|
–
–
–
|
30,195
–
–
|
Sean C. Fallis (5)
Former Chief Financial Officer
|
2020
2019
2018
|
152,956
170,973
145,526
|
3,754
22,163
44,023
|
–
–
–
|
–
–
103,234
|
21,804
–
–
|
178,504
193,136
292,783
|
Brian D. Edgar (6)
Chairman and Director
|
2020
2019
2018
|
67,578
68,389
68,483
|
–
–
20,000
|
–
–
–
|
–
–
103,234
|
–
–
–
|
67,578
68,389
191,717
|
|
(1)
|
All 2018, 2019, and 2020 CDN$ amounts have been converted to US$ using the CDN$/US$ exchange rate
as of October 31, 2018, 2019, and 2020, respectively.
|
|
(2)
|
Amounts represent the calculated fair value of stock options granted to the named executive officers
based on provisions of the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 718-10,
Stock Compensation. See Note 9 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K
for the fiscal year ended October 31, 2020 for a discussion regarding assumptions used to calculate fair value under the Black–Scholes
valuation model.
|
|
(3)
|
Mr. Barry was appointed as Vice President – Exploration on September 1, 2010,
and then as our President and Chief Executive Officer on February 25, 2011. On February 26, 2013, the Company entered
into an amended and restated employment agreement with Mr. Barry that provides for an annual base salary of CDN$216,000 and
that he is eligible to receive an annual bonus at the discretion of the Board. The agreement was amended on June 4, 2015 to
modify the severance amount payable in certain circumstances. On February 23, 2016, Mr. Barry’s employment agreement
was amended to reduce his annual base salary by 30% to CDN$151,200 effective as of January 16, 2016. On June 24, 2016,
Mr. Barry’s employment agreement was amended to increase his annual base salary to CDN$216,000 annually effective as
of June 1, 2016. On August 28, 2018, Mr. Barry’s employment was further amended (i) to increase his annual
base salary to CDN$275,000 effective as of August 1, 2018, (ii) to make him eligible to receive an annual bonus upon
attaining certain performance criteria set by the Board, and (iii) to revise the “Change of Control” definition
to include transactions in which (A) the Company consummates a consolidation or merger in which the shareholders of the Company
immediately prior to the transaction own less than 80% of the outstanding voting power of the Company following the transaction,
and (B) the Company’s Chief Executive Officer resigns or is terminated as a result of such transaction. For fiscal year
2020, Mr. Barry was paid or will be paid an aggregate bonus of $26,280, which includes
a portion of the CDN$29,167 bonus paid for calendar year 2020 performance and a portion of the CDN$35,000 bonus paid for calendar
year 2019 performance.
|
|
(4)
|
Mr. Richards was appointed as the Company’s Chief Financial Officer effective as of
September 28, 2020. On September 23, 2020, the Company entered into an employment agreement with Mr. Richards, pursuant
to which agreement he receives an annual base salary of CDN$210,000. Pursuant to the terms and conditions of his employment agreement,
Mr. Richards is eligible (i) to receive an annual bonus based upon attaining certain performance criteria set by the
Board and (ii) to participate in the 2019 Stock Option and Stock Bonus Plan, with the award of any grants being at the discretion
of the Board. Pursuant to the terms and conditions of the employment agreement, if the Company terminates Mr. Richards without
cause between December 29, 2020 and September 27, 2021, then Mr. Richards will be entitled to receive a lump-sum
payment equal to six months of his base salary. If the Company terminates Mr. Richards without cause after September 28,
2021, then Mr. Richards will be entitled to receive a lump-sum payment equal to six months of his base salary plus one month
of his base salary for each additional year of employment, subject to maximum lump-sum payment of 12 months of his base salary.
Pursuant to the terms and conditions of the employment agreement, if (i) the Company terminates Mr. Richards without
cause or (ii) Mr. Richards resigns, in either case within three months following a Change of Control (as defined in the
employment agreement), then Mr. Richards will be entitled to receive his then-current base salary for a period of 24 months
plus a lump-sum payment equal to his prior year’s bonus. For fiscal year 2020, Mr. Richards is to be paid an aggregate
bonus of $11,263.
|
|
(5)
|
Mr. Fallis resigned from his position as the Company’s Chief Financial Officer effective
as of September 25, 2020. Mr. Fallis’ salary reflected in the “Summary Compensation Table” above covered
his employment with the Company from November 1, 2019 through September 25, 2020. Mr. Fallis was appointed as the
Company’s Chief Financial Officer on April 15, 2011. From February 7, 2011 to April 14, 2011, he served as
the Vice President – Finance. On February 26, 2013, the Company entered into an amended and restated employment
agreement with Mr. Fallis that provided for an annual base salary effective as of March 1, 2013 of CDN$180,000 and that
he was eligible to receive an annual bonus at the discretion of the Board. The agreement was amended on February 26, 2015
and June 4, 2015 to modify the severance amount payable in certain circumstances. The agreement was amended again on February 23,
2016 to reduce his annual base salary by 30% to CDN$126,000 effective as of January 16, 2016. On June 24, 2016, Mr. Fallis’
employment agreement was amended to increase his annual base salary to CDN$180,000 effective as of June 1, 2016. On August 28,
2018, Mr. Fallis’ employment was further amended (i) to increase his annual base salary to CDN$225,000 effective
as of August 1, 2018, (ii) to make him eligible to receive an annual bonus upon attaining certain performance criteria
set by the Board, and (iii) to revise the “Change of Control” to expand the list of qualifying transactions, as
described above. Because his resignation from the Company was voluntary, Mr. Fallis did not receive any severance payments
upon his resignation. Mr. Fallis was paid a portion of the CDN$30,000 bonus for calendar year 2019 performance, and no bonus
was paid for calendar year 2020 performance. At the time of his departure from the Company, Mr. Fallis was paid $21,804 in
settlement of unused vacation pay.
|
|
(6)
|
On February 26, 2013, Silver Bull entered into an amended and restated employment agreement
with Mr. Edgar that provides for an annual base salary of CDN$90,000 and that he is eligible to receive an annual bonus at
the discretion of the Board. The agreement was amended on June 4, 2015 to modify the severance amount payable in certain circumstances.
The agreement was amended again on February 23, 2016 to reduce his annual base salary by 30% to CDN$63,000 effective as of
January 16, 2016. On June 24, 2016, Mr. Edgar’s employment agreement was amended to increase his annual base
salary to CDN$90,000 effective as of June 1, 2016. On August 28, 2018, Mr. Edgar’s employment was further
amended to revise the “Change of Control” to expand the list of qualifying transactions, as described above.
|
COMPENSATION
DISCUSSION AND ANALYSIS
The following Compensation Discussion
and Analysis describes the material elements of compensation for the executive officers identified in the Summary Compensation
Table contained above (collectively, the “named executive officers”).
The Compensation Committee reviews and
approves the total direct compensation packages for each of our executive officers. Notably, the salary and other benefits payable
to those persons who served as our named executive officers during the fiscal year ended October 31, 2020 are set forth in
employment agreements which are discussed below. Stock option grants, as applicable to the named executive officers, are reviewed
by the Compensation Committee and approved by the Board. The Compensation Committee has not engaged the services of or paid a fee
to any compensation consultant or other third party to evaluate or assist with the evaluation of the Company’s compensation
arrangements.
The principle objectives that guide
the Compensation Committee in its deliberations regarding executive compensation matters include:
|
·
|
attracting and retaining highly qualified executives who share our Company values and commitment;
|
|
·
|
providing executives a compensation package that is fair and competitive, with contractual terms
that offer them reasonable security; and
|
|
·
|
motivating executives to provide excellent leadership and achieve Company goals by linking short-term
and long-term incentives to the achievement of business objectives, thereby aligning the interests of executives and shareholders.
|
The primary elements of compensation
to our named executive officers are cash compensation and equity compensation in the form of stock option grants, each of which
is further described below.
In April 2011, our shareholders recommended,
in a non-binding vote, that shareholder advisory votes on the compensation of our executive officers, commonly referred to as a
“say-on-pay” vote, be held every three years. Approximately 57% of the votes cast were voted in favor of a three-year
frequency. Accordingly, the Board adopted the shareholders’ recommendation to hold the say-on-pay vote every three years.
In April 2014, we held a shareholder advisory vote on the compensation of our named executive officers, and our shareholders overwhelmingly
approved the compensation of our named executive officers, with over 95% of shareholder votes cast in favor of our say-on-pay resolution.
In April 2017, our shareholders recommended, in a non-binding say-on-pay frequency vote, that shareholder advisory votes on the
compensation of our executive officers be held every year. Approximately 50% of the votes cast were voted in favor of a one-year
frequency. Accordingly, the Board adopted the shareholders’ recommendation to hold the say-on-pay vote every year. In each
of April 2018, April 2019, and April 2020, we held a shareholder say-on-pay advisory vote in which our shareholders approved the
compensation of our named executive officers, with approximately 93%, 93%, and 63%, respectively, of shareholder votes cast in
favor of our say-on-pay resolution.
As we evaluated our compensation practices
for the calendar years 2020 and 2021, we were mindful of the strong support our shareholders expressed for our philosophy of linking
compensation to our operating objectives and the enhancement of shareholder value. As a result, our Compensation Committee decided
to retain our general approach to executive compensation, with an emphasis on short- and long-term incentive compensation that
rewards our executives when they deliver value for our shareholders during 2021. We are submitting the compensation of our named
executive officers to an advisory vote this year as described more fully below under Proposal 3.
The Compensation Committee evaluates
executive performance and makes salary adjustments, discretionary bonus determinations and equity awards. In February 2021, the
Compensation Committee approved bonus targets for our named executive officers.
For fiscal year 2020, a bonus of $4,380
was paid to Mr. Barry, which is a portion of the CDN$35,000 bonus paid for calendar
year 2019 performance. Additionally, a bonus of $21,900 has been accrued but not yet paid to Mr. Barry in relation to his
calendar year 2020 performance. The Compensation Committee approved a 2021 bonus target for Mr. Barry of CDN$●.
The amount of 2021 bonus to be awarded to Mr. Barry will be determined by the Compensation Committee in December 2021 or early
2022 based on certain criteria for 2021 recommended by the Compensation Committee and approved by the Board.
For fiscal year 2020, a bonus of $11,263
has been accrued but not yet paid to Mr. Richards. The Compensation Committee approved a 2021 bonus target for Mr. Richards
of CDN$●. The amount of 2021 bonus to be awarded to Mr. Richards will be determined by the Compensation Committee in
December 2021 or early 2022 based on certain performance criteria for 2021 recommended by the Compensation Committee and approved
by the Board.
For fiscal year 2020, Mr. Fallis
was paid a bonus of $3,754, which is a portion of the CDN$30,000 bonus paid for calendar year 2019 performance. Mr. Fallis
resigned from his position as the Company’s Chief Financial Officer effective as of September 25, 2020 and was therefore
not eligible for a bonus for calendar year 2020.
No 2021
bonus performance target was approved for Mr. Edgar. Any
bonus for Mr. Edgar’s 2021 performance will be determined by the Compensation Committee in its sole discretion.
Cash Compensation Payable to our
Named Executive Officers
Our named executive officers receive
a base salary payable in accordance with our normal payroll practices. The base salaries of our executive officers are set forth
in employment agreements between the Company and each officer. Based on the Compensation Committee’s knowledge of the industry
and size and financial resources of the Company, the Compensation Committee believes that the base salaries of the Company’s
executive officers are competitive with those that are received by comparable officers with comparable responsibilities in similar
companies.
When the Compensation Committee considers
total cash compensation for our named executive officers, it does so by evaluating their responsibilities, experience and the competitive
marketplace. Specifically, the Compensation Committee considers the following factors:
|
·
|
the executive’s leadership and operational performance and potential to enhance long-term
value to the Company’s shareholders;
|
|
·
|
the Company’s financial resources;
|
|
·
|
performance compared to the financial, operational and strategic goals established for the Company;
|
|
·
|
the nature, scope and level of the executive’s responsibilities;
|
|
·
|
competitive market compensation paid by other companies for similar positions, experience and performance
levels; and
|
|
·
|
the executive’s current salary, and the appropriate balance between incentives for long-term
and short-term performance.
|
Historically, the Company has entered
into employment agreements with its executive officers that provide for a base salary and other benefits.
Option Grants to our Named Executive
Officers
Due to the lack of authorized shares
available for issuance, we have not granted stock options to our named executive officers in fiscal 2020. Historically, options
were granted to officers on or about the time of their initial appointment. We also may make additional awards to our executive
officers at the discretion of the Board. Options granted to our executive officers generally vest over a period of two years from
the date of grant, subject to acceleration in certain circumstances, including upon a change of control. These option grants are
intended to provide incentives to our officers who contribute to the success of the Company by offering them the opportunity to
acquire an ownership interest in it. We believe that option grants also help to align the interests of our management and employees
with the interests of shareholders. Further, we believe that these option grants serve as additional incentive for our officers
and that the achievement of these objectives will help our performance. The amount of the option grant to each executive officer
is intended, in conjunction with cash salary and bonus amounts, to provide aggregate compensation that is competitive with amounts
received by similarly experienced officers of comparable companies.
Employment Agreements with our Named
Executive Officers
The Company has entered into employment
agreements with its named executive officers. Each of our executive officers is paid a salary for his services and has been granted
stock options in consideration for his services, except in the case of Mr. Richards, due to a lack of authorized shares available
for issuance. When the Compensation Committee considers salaries for our executives, it does so by evaluating their responsibilities,
experience, the competitive marketplace and our financial resources and projections. Pursuant to its charter, the Compensation
Committee reviews and approves the terms of the compensation granted and awarded to our named executive officers.
Timothy T.
Barry
On February 26, 2013, Mr. Barry
entered into an amended and restated employment agreement with the Company that provided for a base salary of CDN$18,000 per month
(CDN$216,000 per year) and that he be eligible to receive an annual bonus at the discretion of the Board. The agreement was amended
on June 4, 2015 to modify the severance amount payable in certain circumstances. On February 23, 2016, Mr. Barry’s
employment agreement was amended to reduce his salary by 30% to CDN$12,600 per month (CDN$151,200 per year) effective as of January 16,
2016. Mr. Barry’s employment agreement was again amended on June 24, 2016 to reinstate his base salary of CDN$18,000
per month (CDN$216,000 per year) effective as of June 1, 2016. On August 28, 2018, Mr. Barry’s employment
was further amended (i) to increase his annual base salary to CDN$275,000 effective as of August 1, 2018, (ii) to
make him eligible to receive an annual bonus upon attaining certain performance criteria set by the Board, and (iii) to revise
the “Change of Control” definition to include transactions in which (A) the Company consummates a consolidation
or merger in which the shareholders of the Company immediately prior to the transaction own less than 80% of the outstanding voting
power of the Company following the transaction, and (B) the Company’s Chief Executive Officer resigns or is terminated
as a result of such transaction. According to the severance terms of the employment agreement, upon termination of employment by
the Company, Mr. Barry is entitled to receive a lump-sum severance payment equal to CDN$275,000 if Mr. Barry is terminated
without cause. However, upon a change of control (which is defined in the employment agreement), Mr. Barry is entitled to
receive a lump-sum severance payment equal to CDN$550,000 plus the previous year’s bonus if Mr. Barry or the Company
terminates his employment within three months of such change of control.
Under his employment agreement, Mr. Barry
will also be subject to a non-compete provision for six (6) months following termination of his employment for any reason;
provided, however, that the non-compete provision shall not apply if the Company terminates his employment following a change of
control.
Christopher
Richards
On September 23, 2020, the Company
entered into an employment agreement with Mr. Richards, pursuant to which agreement he will receive an annual base salary
of CDN$210,000. Pursuant to the terms and conditions of his employment agreement, Mr. Richards will be eligible (i) to
receive an annual bonus based upon attaining certain performance criteria set by the Board and (ii) to participate in the
Silver Bull Resources, Inc. 2019 Stock Option and Stock Bonus Plan, with the award of any grants being at the discretion of the
Board. Pursuant to the terms and conditions of the employment agreement, if the Company terminates Mr. Richards without cause
between December 29, 2020 and September 27, 2021, then Mr. Richards will be entitled to receive a lump-sum payment
equal to six months of his base salary. If the Company terminates Mr. Richards without cause after September 28, 2021,
then Mr. Richards will be entitled to receive a lump-sum payment equal to six months of his base salary plus one month of
his base salary for each additional year of employment, subject to maximum lump-sum payment of 12 months of his base salary. Pursuant
to the terms and conditions of the employment agreement, if (i) the Company terminates Mr. Richards without cause or
(ii) Mr. Richards resigns, in either case within three months following a Change of Control (as defined in the employment
agreement), then Mr. Richards will be entitled to receive his then-current base salary for a period of 24 months plus a lump-sum
payment equal to his prior year’s bonus.
Sean C. Fallis
On February 26, 2013, Mr. Fallis
entered into an amended and restated employment agreement with the Company that increased his annual base salary to CDN$15,000
per month (CDN$180,000 per year) effective as of March 1, 2013 and that provided that he be eligible to receive an annual
bonus at the discretion of the Board. On February 26, 2015 and June 4, 2015, the agreement was amended to modify the
severance amount payable in certain circumstances. On February 23, 2016, Mr. Fallis’ employment agreement was further
amended to reduce his salary by 30% to CDN$10,500 per month (CDN$126,000 per year) effective as of January 16, 2016. Mr. Fallis’
employment agreement was again amended on June 24, 2016 to reinstate his base salary of CDN$15,000 per month (CDN$180,000
per year) effective as of June 1, 2016. On August 28, 2018, Mr. Fallis’ employment was last amended (i) to
increase his annual base salary to CDN$225,000 effective as of August 1, 2018, (ii) to make him eligible to receive an
annual bonus upon attaining certain performance criteria set by the Board, and (iii) to revise the “Change of Control”
to expand the list of qualifying transactions, as described above. Under the employment agreement, Mr. Fallis was entitled
to receive a lump-sum severance payment equal to CDN$225,000 if he were terminated without cause. Mr. Fallis resigned from
his position as the Company’s Chief Financial Officer effective as of September 25, 2020. Because his resignation was
voluntary, he was not entitled to receive any severance payment. Mr. Fallis is subject to a non-compete provision for six (6)
months following his resignation.
On September 26, 2020, the Company
entered into a one-year consulting agreement with Mr. Fallis. Subject to the terms and conditions of and in accordance with
the Silver Bull Resources, Inc. 2010 Stock Option and Stock Bonus Plan, as amended (the “2010 Plan”), the award agreements
issued to Mr. Fallis thereunder, and the consulting agreement, Mr. Fallis retained all stock options granted to him under
the 2010 Plan, and none of such options terminated as a result of his transition from an employee to a consultant of the Company.
Brian D.
Edgar
On February 26, 2013, Mr. Edgar
entered into an amended and restated employment agreement with the Company, pursuant to which he receives a base salary of CDN$7,500
per month (CDN$90,000 per year). The agreement was amended on June 4, 2015 to modify the severance amount payable in certain
circumstances. On February 23, 2016, Mr. Edgar’s employment agreement was further amended to reduce his salary
by 30% to CDN$5,250 per month (CDN$63,000 per year) effective as of January 16, 2016. Mr. Edgar’s employment agreement
was again amended on June 24, 2016 to reinstate his base salary of CDN$7,500 per month (CDN$90,000 per year) effective as
of June 1, 2016. On August 28, 2018, Mr. Edgar’s employment was further amended to revise the “Change
of Control” to expand the list of qualifying transactions, as described above. Mr. Edgar is eligible to receive an annual
bonus for prior calendar year service at the discretion of the Board. Although Mr. Edgar holds the title of Chairman, because
he dedicates a significant portion of his time to the day-to-day affairs of the Company and continues to have a key role in policy-making
for the Company, the Company views Mr. Edgar as one of its named executive officers.
According to the severance terms of
the employment agreement, upon termination of employment by the Company without cause, Mr. Edgar is entitled to receive a
lump-sum severance payment equal to CDN$90,000. However, upon a change of control (which is defined in the employment agreement),
Mr. Edgar is entitled to receive a lump-sum severance payment equal to CDN$180,000 plus the previous year’s bonus if
Mr. Edgar or the Company terminates his employment within three months of such change of control.
Under his employment agreement, Mr. Edgar
will also be subject to a non-compete provision for six (6) months following termination of his employment for any reason;
provided, however, that the non-compete provision shall not apply if the Company terminates his employment following a change of
control.
Potential Payments Upon Termination
or Change of Control
The following table shows the potential
payments upon termination of employment of our executive officers as of October 31, 2020. For the purposes of this table,
it is assumed that the terminated employee receives the maximum payment under his employment agreement with the Company, and, in
the case of a change of control, that each officer’s employment is terminated, either by the officer or by the Company, within
three months following the change of control. For purposes of the officers’ employment agreements, “Change of Control”
means the occurrence of one or more of the following events:
|
(i)
|
a sale, lease or other disposition of all or substantially all of
the assets of the Company;
|
|
(ii)
|
a consolidation or merger of the Company with or into any other corporation
or other entity or person (or any other corporate reorganization) in which the shareholders of the Company immediately prior to
such consolidation, merger or reorganization, own less than fifty percent (50%) of the outstanding voting power of the surviving
entity (or its parent) following the consolidation, merger or reorganization;
|
|
(iii)
|
a transaction or series of related transactions pursuant to which
any person, entity or group within the meaning of Section 13(d) or 14(d) of the Exchange Act, or any comparable successor
provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or an affiliate) acquires
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of
securities of the Company representing at least fifty percent (50%) of the combined voting power entitled to vote in the election
of directors; or
|
|
(iv)
|
a transaction or series of transactions pursuant to which (A) (i) any
person, entity or group within the meaning of Section 13(d) or 14(d) of the Exchange Act, or any comparable successor provisions
(excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or an affiliate) acquires beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities
of the Company representing at least twenty percent (20%) of the combined voting power entitled to vote in the election of directors
or securities of the Company that, upon conversion or exchange of such securities, would represent at least twenty percent (20%)
of the combined voting power entitled to vote in the election of directors, or (ii) a consolidation or merger of the Company
with or into any other corporation or other entity or person (or any other corporate reorganization) in which the shareholders
of the Company immediately prior to such consolidation, merger or reorganization, own less than eighty percent (80%) of the outstanding
voting power of the surviving entity (or its parent) following the consolidation, merger or reorganization and (B) in connection
with or as a result of such transaction or series of transactions, either (i) one-half (or more) of the members of the Board
resign or are replaced with nominees designated by such person, entity or group or (ii) the chief executive officer of the
Company resigns or is terminated as a result of such transaction or series of transactions.
|
Name
|
|
Termination Event
|
|
Cash Severance Payment
($) (1)
|
|
|
|
|
Timothy T. Barry (2)
|
|
|
For Cause:
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
Without Cause:
|
|
|
|
206,487
|
|
|
|
—
|
|
|
|
206,487
|
|
|
|
|
Change of Control:
|
|
|
|
439,255
|
|
|
|
—
|
|
|
|
439,255
|
|
Christopher Richards (3)
|
|
|
For Cause:
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
Without Cause:
|
|
|
|
78,841
|
|
|
|
—
|
|
|
|
78,841
|
|
|
|
|
Change of Control:
|
|
|
|
337,846
|
|
|
|
—
|
|
|
|
337,846
|
|
Brian D. Edgar (4)
|
|
|
For Cause:
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
Without Cause:
|
|
|
|
67,578
|
|
|
|
—
|
|
|
|
67,578
|
|
|
|
|
Change of Control:
|
|
|
|
135,155
|
|
|
|
—
|
|
|
|
135,155
|
|
|
|
|
|
|
(1)
|
CDN$ amounts have been converted to US$ using the CDN$/US$ exchange rate as of October 31, 2020.
|
|
|
(2)
|
In February 2013, Mr. Barry’s employment
agreement was amended to increase the amount payable upon a change of control from CDN$216,000, plus prior year’s bonus,
to CDN$432,000, plus prior year’s bonus. In August 2018, Mr. Barry’s employment agreement was further amended
(i) to increase the amount payable upon a change of control from CDN$432,000, plus prior year’s bonus, to CDN$550,000,
plus prior year’s bonus, and (ii) to increase the amount payable upon termination without cause from CDN$216,000 to
CDN $275,000.
|
(3)
|
On September 23, 2020, the Company entered into an employment agreement with Mr. Richards, pursuant to which agreement he will receive an annual base salary of CDN$210,000. If the Company terminates Mr. Richards without cause between December 29, 2020 and September 27, 2021, then Mr. Richards will be entitled to receive a lump-sum payment of CDN$105,000. If the Company terminates Mr. Richards without cause after September 28, 2021, then Mr. Richards will be entitled to receive a lump-sum payment equal to CDN$105,000 plus CDN$17,500 (one month of his base salary) for each additional year of employment, subject to maximum lump-sum payment of 12 months of his base salary. If (i) the Company terminates Mr. Richards without cause or (ii) Mr. Richards resigns, in either case within three months following a Change of Control (as defined in the employment agreement), then Mr. Richards will be entitled to receive CDN$420,000 (his base salary for a period of 24 months) plus a lump-sum payment equal to his prior year’s bonus.
|
|
|
(4)
|
In February 2013, Mr. Edgar’s employment agreement was amended to increase the amount payable upon a change of control from CDN$90,000, plus prior year’s bonus, to CDN$180,000, plus prior year’s bonus.
|
|
|
|
|
|
|
Stock Option, Stock Awards and Equity
Incentive Plans
As of October 31, 2020, we had
one formal equity compensation plan under which equity securities were authorized for issuance to our officers, directors, employees
and consultants: the 2019 Stock Option and Stock Bonus Plan (the “2019 Plan”). Under the 2019 Plan, the lesser of (i) 3,750,000
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, 2020. there were 3,316,595 shares reserved for issuance under the 2019 Plan. As of October 31,
2020, options issued under the 2010 Plan, were outstanding to acquire 2,043,750 shares of common stock. The term of the 2010 Plan
expired on or around December 22, 2019. As of October 31, 2020, no additional shares remain available for issuance under
the 2010 Plan.
Adoption and Approval
The 2019 Plan was adopted by the board
of directors on February 22, 2019 and approved by the shareholders on April 18, 2019.
Eligibility and Reservation of
Shares
Under the 2019 Plan, the Company may
grant incentive options or stock bonuses to employees (including officers), consultants and directors (whether or not they are
employees) of the Company or its present or future divisions, affiliates and subsidiaries (together, “Eligible Persons”).
Subject to certain limitations set forth
under the 2019 Plan, options and bonuses may be granted to Eligible Persons, which Eligible Persons will be eligible to receive
more than one grant of an option or bonus during the term of the 2019 Plan.
The maximum number of shares issuable
upon exercise of options and pursuant to bonuses under the 2019 Plan will not exceed the lower of (i) 3,750,000 shares or
(ii) 10% of the total shares outstanding, subject to adjustments as provided under the 2019 Plan.
Because the 2019 Plan does not have
a fixed maximum number of securities issuable, pursuant to the rules and policies of the TSX, unallocated options, rights or other
entitlements must be approved by shareholders every three years.
As of the date of the Proxy Statement,
a total of 3,348,494 shares are issuable under the 2019 Plan representing 10% of the issued and outstanding shares of the Company.
As of the date of the Proxy Statement, no options have been exercised or forfeited in cashless option exercises under the 2019
Plan. Therefore, as of the date of the Proxy Statement, a total of 3,348,494 shares remain available for issuance for awards under
the 2019 Plan representing 10% of the issued and outstanding shares of the Company.
The 2019 Plan does not contain a limit
on the percentage of securities available to insiders of the Company, nor the number of securities any one person or company is
entitled to receive thereunder.
Exercise Price
Options granted under the 2019 Plan
shall have an exercise price that will not be less than 100% of the “Fair Market Value” on the date of grant, which
is defined as the last sale price of the Company’s shares as reported on the national securities exchange on which the stock
is principally traded on the date of the grant, or if such date was not a trading date, on the trading date immediately preceding
such date. Because the Company’s shares of Silver Bull common stock currently trade on the OTCQB marketplace, the TSX has
advised that it will require the calculation of Fair Market Value to be determined solely on the basis of TSX trading data.
With respect to any incentive stock
options granted to a person owning more than 10% of the total voting securities of the Company or certain related entities, the
exercise price of such incentive stock options will be at a price of no less than 110% of the Fair Market Value per share on the
date of grant.
If the optionee is a resident of Canada,
the exercise price will be paid in cash. For optionees who are not residents of Canada, the exercise price will be paid in cash,
in shares of the Company or other property having a Fair Market Value equal to such exercise price, or in a combination of cash,
shares and property and, subject to approval of the Compensation Committee, may be effected in whole or in part with funds received
from the Company at the time of exercise as a compensatory cash payment.
The exercise price will be paid in cash,
in shares of the Company having a Fair Market Value equal to such exercise price or in property, or in a combination of cash, shares
and property and, subject to approval of the Compensation Committee, may be effected in whole or in part with funds received from
the Company at the time of exercise as a compensatory cash payment.
Vesting and Term
Options that may be granted under the
2019 Plan will typically have a graded vesting schedule over approximately two years and have a contractual term of five years,
subject to acceleration in certain circumstances, including upon a change of control.
Options that may be granted under the
2019 Plan will vest in accordance with such provisions as may be determined by the Board.
The exercise period of any option must
not exceed 10 years from the date of the grant. For incentive stock options granted to a person owning more than 10% of the total
voting securities of the Company, the term must not exceed five years.
Cessation of Entitlement
Unless otherwise provided in the option
agreement between the Company and the optionee, if the optionee ceases to be an employee, officer, director or consultant of the
Company, other than by reason of death or disability, all vested and unexercised options granted thereunder to such optionee will
terminate three months following the date the optionee ceases to hold such office or directorship (but in all events not later
than the originally scheduled term) and will terminate upon the date of termination of employment or other relationship if the
optionee is discharged for cause. Vested options will be exercisable within one year after the date of death or disability of the
optionee, or the end of the original terms if earlier. Unvested options expire immediately upon the date the optionee ceases to
be an employee, officer, director or consultant of the Company, including by death or disability.
Assignment
Options granted pursuant to the 2019
Plan are not assignable other than by will or applicable laws of descent and distribution or, with respect to any non-qualified
stock options as described under the 2019 Plan, pursuant to a qualified domestic relations order as defined by the Internal Revenue
Code of 1986, as amended (the “Internal Revenue Code”), or Title I of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), or the rules thereunder.
Stock Bonuses
A stock bonus is an award of shares
of Silver Bull common stock issued pursuant to the terms of the 2019 Plan. The Company may grant stock bonuses under the 2019 Plan,
up to a maximum of 5,000,000 shares of Silver Bull common stock on an annual basis. Stock bonuses granted under the 2019 Plan may
have a vesting period of up to ten years and may be subject to such other restrictions as the Company deems appropriate. Unless
otherwise directed by the Committee at the time of grant of a stock bonus, the recipient is considered a shareholder of the Company
as to the bonus shares which have been issued at any time.
Change of Control
The treatment of any options or bonuses
held by a recipient upon a Change of Control (as defined in the 2019 Plan) may be provided for in the applicable option agreement
or other award document delivered to the recipient.
Amendment Provisions
Subject to the policies, rules and regulations
of any lawful authority having jurisdiction, including any exchange with which the shares of the Company are listed for trading,
the Board may at any time, without further action by the shareholders:
|
(a)
|
amend the 2019 Plan or any option granted thereunder in such respects as it may consider advisable and, without limiting the generality of the foregoing, it may do so to ensure that options granted thereunder will comply with any provisions respecting stock options in the income tax and other laws in force in any country or jurisdiction of which any option holders may from time to time be a resident or citizen; or
|
|
(b)
|
terminate the 2019 Plan;
|
provided, however, that
any such change that would be materially adverse to any outstanding award under the 2019 Plan shall not be effective unless approved
by the recipient of such award. In addition, any amendment that would:
|
(a)
|
materially increase the number of securities issuable under the 2019 Plan to persons who are subject to Section 16(a) of the Exchange Act;
|
|
(b)
|
grant eligibility to a class of persons who are subject to Section 16(a) of the Exchange Act and are not included within the terms of the 2019 Plan prior to the amendment;
|
|
(c)
|
materially increase the benefits accruing to persons who are subject to Section 16(a) of the Exchange Act under the 2019 Plan; or
|
|
(d)
|
require shareholder approval under applicable state law, the rules and regulations of any national securities exchange on which the Company’s securities then may be listed, the Internal Revenue Code or any other applicable law
|
will be subject to the approval of the
shareholders of the Company.
Notwithstanding the above, any increase
or modification that may result from certain adjustments authorized under the 2019 Plan or which are required for compliance with
the Exchange Act, the Internal Revenue Code, ERISA, their rules or other laws or judicial order, will not require shareholder approval.
The following table sets forth the outstanding
equity awards for each named executive officer at October 31, 2020.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
|
|
Underlying Unexercised
|
|
Option
|
|
Option
|
|
|
Options
|
|
Exercise
|
|
Expiration
|
|
|
Exercisable
|
|
Unexercisable
|
|
Price
|
|
Date
|
Current Named Executive Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timothy T. Barry (1)
|
|
|
143,750
|
|
|
|
—
|
|
|
$
|
0.48
|
(2)
|
|
|
2/22/2021
|
|
Chief Executive Officer, President
|
|
|
143,750
|
|
|
|
—
|
|
|
$
|
0.72
|
(3)
|
|
|
4/5/2022
|
|
and Director
|
|
|
250,000
|
|
|
|
—
|
|
|
$
|
0.80
|
(4)
|
|
|
9/18/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher Richards
|
|
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sean C. Fallis (1)(5)
|
|
|
137,500
|
|
|
|
—
|
|
|
$
|
0.48
|
(2)
|
|
|
2/22/2021
|
|
Former Chief Financial Officer
|
|
|
137,500
|
|
|
|
—
|
|
|
$
|
0.72
|
(3)
|
|
|
4/5/2022
|
|
|
|
|
237,500
|
|
|
|
—
|
|
|
$
|
0.80
|
(4)
|
|
|
9/18/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian D. Edgar (1)
|
|
|
137,500
|
|
|
|
—
|
|
|
$
|
0.48
|
(2)
|
|
|
2/22/2021
|
|
Chairman and Director
|
|
|
137,500
|
|
|
|
—
|
|
|
$
|
0.72
|
(3)
|
|
|
4/5/2022
|
|
|
|
|
237,500
|
|
|
|
—
|
|
|
$
|
0.80
|
(4)
|
|
|
9/18/2023
|
|
|
(1)
|
Options vest in three equal installments: one-third on the grant date, one-third on the first anniversary
of the grant date and one-third on the second anniversary of the grant date.
|
|
(2)
|
Exercise price of CDN$0.075 was converted based on the foreign currency exchange rate as of February 23,
2016 (CDN$1.00 = US$0.7277).
|
|
(3)
|
Exercise price of CDN$0.125 was converted based on the foreign currency exchange rate as of April 6,
2017 (CDN$1.00 = US$0.7458).
|
|
(4)
|
Exercise price of CDN$0.130 was converted based on the foreign currency exchange rate as of September 19,
2018 (CDN$1.00 = US$0.7721).
|
|
(5)
|
Mr. Fallis resigned from his position as the Company’s Chief Financial Officer effective
as of September 25, 2020. On September 26, 2020, the Company entered into a one-year consulting agreement with Mr. Fallis.
Subject to the terms and conditions of and in accordance with the 2010 Plan, the award agreements issued to Mr. Fallis thereunder,
and the consulting agreement, Mr. Fallis retained all stock options granted to him under the 2010 Plan, and none of such options
terminated as a result of his transition from an employee to a consultant of the Company.
|
GRANTS
OF PLAN-BASED AWARDS
No grants of awards to our executive
officers were made during the fiscal year ended October 31, 2020.
Securities Authorized for Issuance
Under Equity Compensation Plan
As of October 31, 2020, we had
one formal equity compensation plan under which equity securities were authorized for issuance to our officers, directors, employees
and consultants: the 2019 Plan. Under the 2019 Plan, the lesser of (i) 3,750,000 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, 2020.
there were 3,316,595 shares reserved for issuance under the 2019 Plan. As of October 31, 2020, options issued under the 2010
Plan were outstanding to acquire 2,043,750 shares of common stock. The term of the 2010 Plan expired on or around December 22,
2019. As of October 31, 2020, no additional shares remain available for issuance under the 2010 Plan.
The following table gives information
about our common stock that may be issued upon the exercise of options, warrants and rights under our compensation plans as of
October 31, 2020.
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance
|
Equity compensation plans approved by security holders
|
|
|
2,043,750
|
(1)
|
|
$
|
0.72
|
|
|
|
3,316,595
|
|
|
|
(2
|
)
|
Total
|
|
|
2,043,750
|
|
|
$
|
0.72
|
|
|
|
3,316,595
|
|
|
|
|
|
|
(1)
|
Includes options to acquire 2,043,750 shares of common stock under the 2010 Plan.
|
(2) Includes
3,316,595 shares of common stock available for issuance under the 2019 Plan.
Burn Rate
The annual burn rate for each security-based
compensation arrangement for the three most recently completed financial years, expressed as a percentage and calculated by dividing
the number of awards granted during the financial year by the weighted average number of shares outstanding for the financial year,
is set forth in the following table:
|
For the
fiscal year ended October 31, (1)
|
Plan
|
2020
|
2019
|
2018
|
2019 Plan
|
0%
|
0%
|
N/A
|
|
(1)
|
The annual burn rate is calculated as the number of securities granted under the arrangement during
the applicable fiscal year divided by the weighted average number of securities outstanding for the applicable fiscal year.
|
Compensation of Directors
During the fiscal year ended October 31,
2020, the following persons served on the Board:
Brian D. Edgar (Chairman) (1)
Timothy T. Barry (2)
Daniel J. Kunz (3)
John A. McClintock (4)
_________________________
(1) Elected
to the Board effective as of April 16, 2010.
(2) Elected
to the Board effective as of March 2, 2011.
(3) Elected
to the Board effective as of April 20, 2011.
(4) Elected
to the Board effective as of February 22, 2012.
Independent
Director Compensation Structure
In connection with their election at
the Company’s last annual meeting of shareholders, the Board concluded that each of Messrs. McClintock and Kunz were
independent. The Board evaluates the independence of its members on an as-needed basis throughout the year and has not changed
that assessment. With respect to the nominees for election at the Meeting, the Board has concluded that each of Messrs. McClintock
and Kunz is independent.
Each of the Company’s independent
directors is compensated $20,000 per year, paid in quarterly installments, and issued additional stock option grants for his services.
In addition, the person serving as the Chair of the Company’s Audit Committee receives an annual cash fee of $6,000 (payable
in quarterly installments), and its Compensation Committee Chair and its Corporate Governance and Nominating Committee Chair each
receive an annual cash fee of $3,000 (payable in the same manner), in each case in consideration for its respective service as
the chairs of such committees.
Chairman
Compensation Structure
Effective as of April 16, 2010,
Brian Edgar began serving as the Company’s Executive Chairman. Effective as of September 2, 2011, the Company entered
into an amended and restated employment agreement with Mr. Edgar. Mr. Edgar was being compensated at the rate of CDN$7,500
per month (CDN$90,000 per year) and was eligible for an annual bonus at the discretion of the Board. On February 26, 2013,
Mr. Edgar entered into another amended and restated employment agreement, which was amended on June 4, 2015 to modify
the severance amount payable in certain circumstances. On February 23, 2016, Mr. Edgar’s employment agreement was
further amended to reduce his salary by 30% to CDN$5,250 per month (CDN$63,000 per year). His employment agreement was again amended
on June 24, 2016 to reinstate his base salary of CDN$7,500 per month (CDN$90,000 per year). On August 28, 2018, Mr. Edgar’s
employment was further amended to revise the “Change of Control” definition to include transactions in which (i) the
Company consummates a consolidation or merger in which the shareholders of the Company immediately prior to the transaction own
less than 80% of the outstanding voting power of the Company following the transaction, and (ii) the Company’s Chief
Executive Officer resigns or is terminated as a result of such transaction. Because the Company views Mr. Edgar as an executive
officer, his compensation is shown above in the Summary Compensation Table rather than in the Director Compensation table below.
On January 9, 2012, the Company changed Mr. Edgar’s title to Chairman.
According to the severance terms of
the of the employment agreement, upon termination of employment by the Company without cause, Mr. Edgar is entitled to receive
a lump-sum severance payment equal to CDN$90,000. Upon a change of control (which is defined in the employment agreement), Mr. Edgar
is entitled to receive a lump-sum severance payment equal to CDN$180,000, plus the amount of the prior year’s bonus (if any)
if Mr. Edgar or the Company terminates his employment within three (3) months of such change of control.
Director
Compensation – Fiscal Year 2020
During the fiscal year ended October 31,
2020, the Company compensated the following directors, who are not named executive officers, for their services as directors as
follows:
DIRECTOR
COMPENSATION
Name
|
|
Fees earned or paid in cash
($)
|
|
|
|
|
Daniel J. Kunz (1)
|
|
$
|
26,000
|
|
|
|
—
|
|
|
$
|
26,000
|
|
John A. McClintock (2)
|
|
$
|
26,000
|
|
|
|
—
|
|
|
$
|
26,000
|
|
_________________________
|
(1)
|
Mr. Kunz was paid $26,000 during the fiscal year ended October 31, 2020, which includes
$6,000 for serving as the Chair of the Audit Committee.
|
|
(2)
|
Mr. McClintock was paid $26,000 during the fiscal year ended October 31, 2020, which
included $3,000 for serving as Chair of the Compensation Committee and $3,000 for serving as Chair of the Corporate Governance
and Nominating Committee.
|
Re-pricing
of Options
In connection with the one-for-eight
reverse stock split completed on September 18, 2020 and in accordance with the terms of the 2010 Plan, the option exercise
price of all issued and outstanding options to purchase common stock was increased by a factor of eight.
INDEPENDENT
PUBLIC ACCOUNTANTS
The Audit Committee has appointed and
engaged Smythe to serve as our independent registered public accounting firm to audit the Company’s financial statements
for the fiscal year ending October 31, 2021, and to perform other appropriate audit-related services. Smythe began serving
as the independent registered public accounting firm of the Company on February 16, 2016. We expect that a representative
of Smythe will be present at the Meeting, will have the opportunity to make a statement if it desires to do so and will be available
to respond to appropriate questions.
Audit Fees
During the fiscal year ended October 31,
2020, Smythe billed us aggregate fees and expenses in the amount of $50,137. During the fiscal year ended October 31, 2019,
Smythe billed us aggregate fees and expenses in the amount of $51,925. These aggregate fees include professional services for the
audit of our annual consolidated financial statements and the review of the unaudited interim consolidated financial statements
included in our Quarterly Reports on Form 10-Q and Registration Statements on Forms S-1 and S-8.
Audit-Related
Fees
There were no audit-related fees billed
by Smythe during the fiscal year ended October 31, 2020. There were no audit-related fees billed by Smythe during the fiscal
year ended October 31, 2019.
Tax Fees
There were no fees and expenses for
tax services billed by Smythe during the fiscal year ended October 31, 2020. There were no fees and expenses for tax services
billed by Smythe during the fiscal year ended October 31, 2019.
All Other
Fees
There were no other services provided
by Smythe during the fiscal year ended October 31, 2020. There were no other services provided by Smythe during the fiscal
year ended October 31, 2019.
Audit Committee’s Pre-Approval
Practice
Section 10A(i) of the Exchange
Act prohibits our auditors from performing audit services for us as well as any services not considered to be “audit services”
unless such services are pre-approved by the Audit Committee of the Board, or unless the services meet certain de minimis
standards. The Audit Committee’s charter provides that the Audit Committee must:
|
·
|
preapprove all audit services that the auditor may provide to us or any subsidiary (including,
without limitation, providing comfort letters in connection with securities underwritings or statutory audits) as required by Section 10A(i)(1)(A)
of the Exchange Act (as amended by the Sarbanes-Oxley Act of 2002); and
|
|
·
|
preapprove all non-audit services (other than certain de minimis services described in Section 10A(i)(1)(B)
of the Exchange Act (as amended by the Sarbanes-Oxley Act of 2002)) that the auditors propose to provide to us or any of our subsidiaries.
|
The Audit Committee considers at each
of its meetings whether to approve any audit services or non-audit services. In some cases, management may present the request;
in other cases, the auditors may present the request.
REPORT
OF THE AUDIT COMMITTEE
To the Board of Directors of Silver
Bull Resources, Inc.:
Management is responsible for our internal
controls and the financial reporting process. The independent accountants are responsible for performing an independent audit of
our consolidated financial statements in accordance with U.S. generally accepted accounting principles and the standards of the
Public Company Accounting Oversight Board (“PCAOB”) and to issue an opinion on our consolidated financial statements.
Our responsibility is to monitor and oversee those processes. We hereby report to the Board of Directors that, in connection with
the consolidated financial statements for the fiscal year ended October 31, 2020, we have:
|
·
|
reviewed and discussed the audited consolidated financial statements with management and the independent
accountants;
|
|
·
|
discussed with the independent accountants the matters required to be discussed by the applicable
requirements of the PCAOB and the SEC; and
|
|
·
|
received the written disclosures and the letter from the independent accountants required by applicable
requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence,
and discussed with the independent accountants the accountants’ independence.
|
Based on the discussions and our review
described above, we recommended to the Board of Directors that the audited consolidated financial statements for the fiscal year
ended October 31, 2020 be included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31,
2020, which is being provided with this Proxy Statement.
Respectfully submitted,
The Audit Committee of Silver Bull Resources,
Inc.
Daniel J. Kunz, Chair
John A. McClintock
REPORT
OF THE COMPENSATION COMMITTEE
To the Board of Directors of Silver
Bull Resources, Inc.:
The Report of the Compensation Committee
does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing
under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates this Report.
The Compensation Committee hereby reports
to the Board of Directors that, in connection with the Company’s Annual Report on Form 10-K for the fiscal year ended
October 31, 2020, and this Proxy Statement, we have:
-
reviewed and discussed with management the Compensation Discussion and Analysis required
by Item 402(b) of SEC Regulation S-K; and
-
based on such review and discussion, we recommended to the Board of Directors that
the Compensation Discussion and Analysis be included in the Annual Report on Form 10-K for the fiscal year ended October 31,
2020 and this Proxy Statement on Schedule 14A.
Respectfully submitted,
The Compensation Committee of Silver Bull Resources,
Inc.
John A. McClintock, Chair
Daniel J. Kunz
PROPOSAL 1:
ELECTION OF DIRECTORS
The Board is nominating four (4)
directors for election to serve until the next annual meeting or until their successors are duly elected and qualified, or until
their earlier death, resignation or removal.
The persons named in the enclosed form
of proxy will vote the shares represented by such proxy for the re-election of the four (4) nominees for director: Timothy
Barry, Brian Edgar, Daniel Kunz and John McClintock.
If, at the time of the Meeting, any
of these nominees shall become unavailable for any reason, which event is not expected to occur, the persons entitled to vote the
Proxy will vote for such substitute nominee or nominees, if any, as they determine in their sole discretion. If re-elected, each
of the above named directors will each hold office until their successors are duly elected and qualified at the next annual meeting
of shareholders or until their earlier death, resignation or removal.
Vote
Required for Approval
Candidates will be elected by a plurality
vote. However, pursuant to our Majority Voting Policy, any director who fails to receive a majority of the votes cast (in person
or by proxy) “FOR” such candidate is required to tender his written resignation to the Board.
Board
Recommendation
The Board recommends that you vote “FOR”
the election of Timothy Barry, Brian Edgar, Daniel Kunz and John McClintock. Unless otherwise specified, the enclosed proxy will
be voted “FOR” the election of the Board’s slate of nominees. Neither management nor the Board is aware
of any reason which would cause any nominee to be unavailable to serve as a director.
PROPOSAL 2:
RATIFICATION AND APPROVAL OF APPOINTMENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
On ●, 2021, the Board directed
by resolution that the Company submit the selection of Smythe as the Company’s independent registered public accounting firm
for ratification and approval by our shareholders at the Meeting.
Although the Company is not required
to submit the selection of the independent registered public accountants for shareholder approval, if the shareholders do not ratify
and approve this selection, the Board may reconsider its selection of Smythe. The Board considers Smythe to be well qualified to
serve as the independent registered public accounting firm of the Company; however, even if the selection is ratified and approved,
the Board may direct the appointment of a different independent registered public accounting firm at any time during the year if
the Audit Committee and Board determine that the change would be in our best interests.
Vote
Required for Ratification and Approval
Ratification and approval of Proposal 2
will require the affirmative vote of a majority of the votes cast (in person or by proxy) at the Meeting. Unless otherwise specified,
the enclosed proxy will be voted “FOR” the ratification and approval of the appointment of Smythe as our independent
registered public accounting firm.
Board
Recommendation
The Board unanimously recommends that
you vote “FOR” the ratification and approval of Proposal 2.
PROPOSAL 3:
APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION
OF THE NAMED EXECUTIVE OFFICERS
Pursuant to the Dodd-Frank Wall Street
Reform and Consumer Protection Act, our shareholders are entitled to vote on whether the advisory shareholder vote to approve executive
compensation should occur every one, two or three years, and may also choose to abstain from voting. In 2017, approximately 50%
of our shareholders voted to approve executive compensation on an annual basis. After careful consideration of the results of this
vote and other factors, the Board concluded that a vote on executive compensation every year, or an annual vote, is the most appropriate
alternative for the Company.
The Board recognizes that providing
shareholders with an advisory vote on executive compensation may produce useful information on shareholder sentiment with regard
to the Company’s executive compensation structure. At the Meeting, shareholders will have the opportunity to cast an advisory
vote on the compensation of our named executive officers, as described primarily under the heading “Executive Compensation”
in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives shareholders the opportunity
to endorse or not endorse our 2020 executive compensation philosophy, programs, and policies and the compensation paid to the named
executive officers. Shareholders are being asked to consider and approve the following proposal:
RESOLVED, that the shareholders
approve, on an advisory basis, the compensation of the named executive officers of Silver Bull Resources, Inc. as disclosed in
this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which includes the
Compensation Discussion and Analysis, the compensation tables and related narrative discussion).
The Company recognizes that a framework
that accounts for the Company’s financial resources and its business objectives is essential to an effective executive compensation
program. The Company’s compensation framework and philosophy are established and overseen primarily by an independent Compensation
Committee. The compensation structure of our executive officers is intended to help the Company attract, motivate, and retain executive-level
persons with the background, skills and knowledge who will contribute to the Company’s long-term success. To that end, we
strive to ensure that the compensation of our executives is in line with those of similarly situated junior-level exploration companies.
The Board, in cooperation with the Compensation Committee, attempts to balance the compensation of our executive officers between
near-term compensation (being the payment of competitive salaries) with providing compensation intended to reward executives for
the Company’s long-term success (being equity-based compensation). Moreover, the equity-based compensation element is intended
to further align the longer term interests of our executive officers with that of our shareholders.
We believe that our executive compensation
program implements our primary objectives of attracting and retaining qualified executive-level personnel; providing the executives
with a compensation package that is fair and competitive, with reasonable contractual terms that offer some level of security;
and motivating executive-level personnel with a balance between short-term incentives with longer term incentives aimed to help
further align the interests of our executive officers with our shareholders. Shareholders are encouraged to read the Compensation
Discussion and Analysis section of this Proxy Statement for a more detailed discussion of the compensation structure and programs
implemented by the Company during its 2020 fiscal year and that we expect to continue going forward.
Vote
Required for Approval
The advisory vote on the Company’s
executive compensation structure and program as described in this Proxy Statement (including under the heading “Executive
Compensation”) is non-binding, meaning that the Board will not be obligated to take any compensation actions, or to adjust
our executive compensation programs or policies, as a result of the vote. Notwithstanding the advisory nature of the vote, the
resolution will be considered passed with the affirmative vote of a majority of the votes cast (in person or by proxy) at the Meeting.
Although the vote is non-binding, the Board and the Compensation Committee will review the voting results. The Board and the Compensation
Committee intend to consider the feedback obtained through this process in making future decisions about executive compensation
programs.
Board
Recommendation
The Board believes that the Company’s
executive compensation program is appropriately structured and effective in achieving the Company’s core compensation objectives.
Accordingly, although this vote is non-binding, the Board recommends that shareholders vote “FOR” the proposal
approving the compensation of the Company’s executive officers.
PROPOSAL 4:
INCREASE THE NUMBER OF AUTHORIZED SHARES OF SILVER BULL COMMON STOCK
On ●,
2021, the Board adopted a resolution to amend and restate the articles of incorporation of the Company to increase the number of
authorized shares of Silver Bull common stock from 37.5 million to ● and to make certain non-substantive amendments
(the “A&R Articles”). The adoption of the resolution is subject to shareholder approval.
Currently, we have 37,500,000
authorized shares of common stock. As of February 5, 2021, we had 33,713,931 shares of common stock outstanding. After
taking into account the 3,505,664 shares reserved for issuance upon the exercise of outstanding options and warrants, we
currently have a very limited number of shares available for issuance. For all practical purposes, the
37,500,000 authorized shares of our common stock have been fully utilized, restricting our ability to issue any more
shares.
In December 2020, we solicited the approval
of our shareholders to amend our articles of incorporation to increase the number of authorized shares of common stock to 300 million;
however, we did not receive the requisite shareholder approval. As the Company still requires future financing to fund its plans,
it is proposing an increase in the number of Silver Bull authorized shares to ●, which would enable the Company, without
further shareholder approval, to issue shares from time to time as may be required for various business purposes, including but
not limited to raising additional capital to further the development of the Company’s assets.
By increasing the number of authorized shares of Silver Bull common stock, we will be able to act in a timely manner when
the need to raise equity capital arises or when the Board believes it is in the best interests of the Company and our shareholders
to take action, without the delay and expense that would be required at that time to obtain shareholder approval to increase our
authorized shares. Virtually all junior exploration companies like Silver Bull remain as viable companies and conduct their mineral
exploration activities by raising funds by issuing shares from time to time.
In the absence of an affirmative vote
to increase the number of authorized shares of Silver Bull common stock, the Company will have virtually no shares available for
issuance to raise funds to fund its general corporate overhead or cover the costs associated with maintaining its interests in
the Sierra Mojada project in Mexico or its potential mineral interests in Kazakhstan. The Company would also not have shares available
to make equity incentive awards to current or potential management, the lack of which may impair our ability to incent or retain
our executives.
The proposed increase in the number
of authorized shares of Silver Bull common stock would not change the terms of Silver Bull common stock, and the additional shares
of Silver Bull common stock would have rights identical to the currently outstanding Silver Bull common stock. The Company does
not currently have any specific plans to issue additional shares of Silver Bull common stock but expects to continue to issue shares
of Silver Bull common stock under its equity compensation plans from time to time. In addition, the Board will continue to assess
opportunities to issue shares of Silver Bull common stock from time to time in potential offerings for capital-raising purposes.
The Board has not proposed an increase in the number of authorized shares of Silver Bull common stock with the intention of discouraging
tender offers or takeover attempts relating to the Company.
The Board recognizes that the issuance
of additional shares of Silver Bull common stock may dilute the existing holders of our common stock. However, the Board believes
that these potential risks are outweighed by the necessity for financing of the Company’s plans at Sierra Mojada, Beskauga
and future projects. The Board believes that retaining the ability to act quickly on future opportunities that may require or be
facilitated by additional stock issuances will benefit existing shareholders.
By increasing to the number of authorized
shares of Silver Bull common stock to the proposed ● shares, we will be able to act in a timely manner when the need to raise
equity capital arises or when the Board believes it is in the best interests of the Company and our shareholders to take action,
without the delay and expense that would be required at that time to obtain shareholder approval of such an increase.
In addition to the proposed increase
in the number of authorized shares of Silver Bull common stock, the A&R Articles include the following two non-substantive
amendments:
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1.
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The A&R Articles have been revised to reflect an amendment to
Article No. 2 to include the name of the Company’s registered agent.
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2.
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Nevada law provides that subject to such limitations, if any, as
may be contained in a corporation’s articles of incorporation, every corporation has certain enumerated powers. The Board
believes that the description of the purpose of the Company, as reflected in Article No. 3 of the Company’s articles
of incorporation currently in effect, may be interpreted to unnecessarily limit the broad purpose of the Company that is otherwise
provided for statutorily. As permitted under Nevada law, the A&R Articles reflect an amendment to Article No. 3 to allow
the Company to engage in any lawful activity permitted under Nevada law. No change to the Company’s business strategy is
being considered by the Board.
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Clean and marked versions of the A&R
Articles, noting the proposed changes to the current articles of incorporation of the Company in annotated footnotes and strikethrough
and underlined text, as applicable, are attached to this Proxy Statement as Annex A and Annex B, respectively,
and are incorporated by reference herein.
If the A&R Articles are approved,
we intend to file with the Secretary of State of the State of Nevada amended and restated articles of incorporation reflecting
the amendments contemplated by this proposal. The amended and restated articles of incorporation will be effective immediately
upon filing with the Secretary of State of the State of Nevada. At any time prior to the filing of the amended and restated articles
of incorporation with the Secretary of State of the State of Nevada, notwithstanding shareholder approval thereof and without further
action by the shareholders, the Board, in its sole discretion, may abandon or delay the filing of the A&R Articles.
For the sake of clarity, if this
proposal is not approved by shareholders, the Company will have virtually no shares available for issuance to raise funds to continue
its operations, and management will need to immediately investigate all available options, including, but not limited to, seeking
to dispose of the Company’s assets or engaging in a business combination. Any such transaction may not be on terms that are
favorable to the Company. Continuing in business with virtually no shares available for issuance is not a sustainable path for
the Company.
Based on the foregoing, the
Board deems it advisable and in the best interest of the Company that its shareholders approve the A&R Articles.
Appraisal
Rights
Dissenting shareholders do not have
appraisal rights under Nevada state law or under the Company’s articles of incorporation or bylaws in connection with the
A&R Articles.
Effectiveness
of A&R Articles
The A&R Articles will become effective
once they are approved at the Meeting and, at the Board’s sole discretion, filed with the Secretary of State of the State
of Nevada.
Vote
Required for Approval
Approval of the A&R Articles will
require the affirmative vote of the holders of a majority of the outstanding shares of Silver Bull common stock, provided a quorum
is present.
Board
Recommendation
The Board unanimously recommends that
you vote “FOR” the A&R Articles.
ANNUAL
REPORT TO SHAREHOLDERS
Included with this Proxy Statement is
the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2020.
OTHER
MATTERS
Management and the Board of the Company
know of no matters to be brought before the Meeting other than as set forth herein. However, if any such other matters properly
are presented to the Company’s shareholders for action at the Meeting and any adjournment(s) or postponement(s) thereof,
it is the intention of the proxy holders named in the enclosed proxy to vote in their discretion on all matters on which the shares
represented by such proxy are entitled to vote.
SHAREHOLDER
PROPOSALS
Shareholders may submit proposals or
director nominations for inclusion by the Company in the proxy statement for next year’s annual meeting of shareholders.
For your proposal or director nomination to be considered for inclusion in our proxy statement for next year’s annual meeting,
your written proposal must be received by our corporate secretary at our principal executive office no later than 120 days before
the anniversary of the release date of this Proxy Statement, unless the date of next year’s annual meeting is changed by
more than 30 days from the date of this year’s Meeting. After such date, any shareholder proposal will be considered untimely.
If we change the date of next year’s
annual meeting by more than thirty (30) days from the date of this year’s Meeting, then the deadline is a reasonable
time before we begin to print and distribute our proxy materials. You should also be aware that your proposal must comply with
SEC regulations regarding inclusion of shareholder proposals in company-sponsored proxy materials, and with any provision in our
Amended and Restated Bylaws regarding the same.
Silver Bull Resources, Inc. expects
to hold its next annual meeting of shareholders in April 2022. Proposals from shareholders intended to be present at the next annual
meeting of shareholders should be addressed, if sent by regular mail, to Silver Bull Resources, Inc., 777 Dunsmuir Street, Suite
1610, P.O. Box 10427, Vancouver, British Columbia, V7Y 1K4, Canada, Attention: Corporate Secretary or, if sent other than by regular
mail, to Silver Bull Resources, Inc., 777 Dunsmuir Street, Suite 1610, Vancouver, British Columbia, V7Y 1K4, Canada, Attention:
Corporate Secretary. We must receive the proposals by Tuesday, October 26, 2021. Upon receipt of any such proposal, we shall
determine whether or not to include any such proposal in the Proxy Statement and proxy in accordance with applicable law. It is
suggested that shareholders forward such proposals by Certified Mail-Return Receipt Requested. After Tuesday, October 26,
2021, any shareholder proposal will be considered to be untimely.
As to any proposal that a shareholder
intends to present to shareholders other than by inclusion in our proxy statement for our 2022 annual meeting of shareholders,
the proxies named in our proxy for that meeting will be entitled to exercise their discretionary voting authority on that proposal
unless we receive notice of the matter to be proposed not later than Monday, January 10, 2022. Even if proper notice is received
on or prior to that date, the proxies named in our proxy for that meeting may nevertheless exercise their discretionary authority
with respect to such matter by advising shareholders of that proposal and how they intend to exercise their discretion to vote
on such matter, unless the shareholder making the proposal solicits proxies with respect to the proposal to the extent required
by Rule 14a-4(c)(2) under the Exchange Act.
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BY ORDER OF THE BOARD
OF DIRECTORS:
Silver
Bull Resources, Inc.
Brian D. Edgar, Chairman
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ANNEX A:
AMENDED AND RESTATED ARTICLES OF INCORPORATION
CERTIFICATE OF
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF SILVER BULL RESOURCES, INC.
Pursuant to the
provisions of Nevada Revised Statutes §§ 78.390 and 78.403, the undersigned officer of Silver Bull Resources, Inc.,
a Nevada corporation, does hereby certify as follows:
A. The
board of directors of the corporation has duly adopted resolutions proposing to amend and restate the articles of incorporation
of the corporation as set forth below, declaring such amendment and restatement to be advisable and in the best interests of the
corporation.
B. The
amendment and restatement of the articles of incorporation as set forth below has been approved by a majority of the voting power
of the stockholders of the corporation, which is sufficient for approval thereof.
C. This
certificate sets forth the text of the articles of incorporation of the corporation as amended and restated in their entirety to
this date as follows:
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF SILVER BULL RESOURCES, INC.
No. 1
NAME
The name of the corporation shall be:
Silver Bull Resources, Inc.
No. 2
LOCATION
The name and address of the registered
agent is:
Laughlin Associates, Inc.
9120 Double Diamond Parkway
Reno, Nevada 89521
No. 3
PURPOSE
The purpose of the corporation is to
engage in any lawful activity permitted under the Nevada Revised Statutes.
No. 4
CAPITALIZATION
The total authorized capital stock of
this corporation shall be [● (●)] shares
of COMMON STOCK, each of which shall have the par value of ONE CENT ($0.01).
No. 5
GOVERNING BOARD
This Corporation shall be governed by
at least three directors and not more than nine directors. The directors shall be elected at the annual meetings or any special
meeting of the stockholders called for the purpose of electing directors, the holder of each share of stock of this corporation
shall have one vote and a plurality of the votes cast at the election shall decide the persons to hold such directorships.
The Board of Directors during a term
may decrease in number by the resignation or death of one or more members, but the maximum number of directors cannot be increased.
The majority of the surviving directors, in the case of a vacancy by resignation or death, may appoint a person or persons to fill
a vacancy or vacancies.
No. 6
ASSESSABILITY OF STOCK
The shares issued by this corporation,
once the par value has been paid in full, shall not be assessable, and any shares issued for services, or property, or considerations
other than cash, shall be deemed fully paid up and shall be forever nonassessable.
No. 7
TERM OF EXISTENCE
The term of existence of this corporation
shall be perpetual.
No. 8
BY-LAWS
The directors shall have power to make
such By-Laws as they may deem proper for the management of the affairs of said corporation according to the statute in such case
made and provided.
No. 9
VOTING
Each stockholder will have one vote
for each share registered in his or her name. Cumulative voting shall not be allowed.
No. 10
SUBSCRIPTION RIGHTS
The
stockholders of this corporation shall have no preferential right or rights to subscribe to any subsequent issues of the authorized
shares of this corporation, unless certain rights or warrants for a specific issue are authorized by the Board of Directors or
the Stockholders.
The
Company’s President has signed this Amended and Restated Articles of Incorporation on the ___ day of April, 2021.
SILVER
BULL RESOURCES, INC.
By:
Timothy
Barry, President
ANNEX B:
MARKED VERSION OF AMENDED AND RESTATED ARTICLES OF INCORPORATION
CERTIFICATE OF
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF SILVER BULL RESOURCES, INC.
Pursuant
to the provisions of Nevada Revised Statutes §§ 78.390 and 78.403, the undersigned officer of Silver Bull Resources,
Inc., a Nevada corporation, does hereby certify as follows:
A. The
board of directors of the corporation has duly adopted resolutions proposing to amend and restate the articles of incorporation
of the corporation as set forth below, declaring such amendment and restatement to be advisable and in the best interests of the
corporation.
B. The
amendment and restatement of the articles of incorporation as set forth below has been approved by a majority of the voting power
of the stockholders of the corporation, which is sufficient for approval thereof.
C. This
certificate sets forth the text of the articles of incorporation of the corporation as amended and restated in their entirety to
this date as follows:
AMENDED
AND RESTATED ARTICLES OF INCORPORATION
OF METALLINE MINING CORPORATIONSILVER
BULL RESOURCES, INC.
The following sets
forth the Restated Articles of Incorporation for Metalline Mining Company (the “Corporation”), adopted by resolution
of the Board of Directors on June 22, 2010, pursuant to N.R.S. §74.403. The President of the Corporation has been authorized
to sign this certificate by resolution of the board of directors adopted on June 22, 2010. These Restated Articles of Incorporation
correctly sets forth the text of the Articles of Incorporation as amended to the date hereof.
No. 1
NAME
The name of the corporation shall be:
Silver Bull Resources, Inc.
No. 2
LOCATION
The name and address of the registered
agent is:
Laughlin Associates,
Inc.
9120 Double Diamond Parkway2533
North Carson Street
Reno, Nevada 89521Carson
City, NV 89706
No. 3
PURPOSE
The
purpose of the corporation is to engage in any lawful activity permitted under the Nevada Revised Statutes. The
nature or object or purpose of the business of this corporation shall be:
(a)
To engage in any lawful business activity.
(b)
To borrow and/or lend money with or without security.
(c)
To buy, or sell, or trade in commodities of every nature, including securities, notes, bonds, mortgages, agricultural products,
mining products, minerals, metals, commodity futures contracts, titles to or equities in land, buildings, mining claims, oil properties,
oil leases, royalty interests, and options to buy or sell any or all of the foregoing.
(d)
To have and exercise all the rights, powers, and privileges which are now or which may hereafter be conferred upon corporations
organized under the same statute as this corporation; and to have and exercise all such rights, powers and privileges as may be
necessary, convenient or proper to effectuate and accomplish the objectives and purposes specified in this certificate, and said
specified objectives and purposes shall not limit or restrict in any manner the powers of this corporation.
No. 4
CAPITALIZATION
The total authorized capital stock of
this corporation shall be THIRTY-SEVEN MILLION FIVE HUNDRED THOUSAND (37,500,000)[●
(●)] shares of COMMON STOCK,
each of which shall have the par value of ONE CENT ($0.01).
No. 5
GOVERNING BOARD
This Corporation shall be governed by
at least three directors and not more than nine directors. The directors shall be elected at the annual meetings or any special
meeting of the stockholders called for the purpose of electing directors, the holder of each share of stock of this corporation
shall have one vote and a plurality of the votes cast at the election shall decide the persons to hold such directorships.
The Board of Directors during a term
may decrease in number by the resignation or death of one or more members, but the maximum number of directors cannot be increased.
The majority of the surviving directors, in the case of a vacancy by resignation or death, may appoint a person or persons to fill
a vacancy or vacancies.
No. 6
ASSESSABILITY OF STOCK
The shares issued by this corporation,
once the par value has been paid in full, shall not be assessable, and any shares issued for services, or property, or considerations
other than cash, shall be deemed fully paid up and shall be forever nonassessable.
No. 7
TERM OF EXISTENCE
The term of existence of this corporation
shall be perpetual.
No. 8
BY-LAWS
The directors shall have power to make
such By-Laws as they may deem proper for the management of the affairs of said corporation according to the statute in such case
made and provided.
No. 9
VOTING
Each stockholder will have one vote
for each share registered in his or her name. Cumulative voting shall not be allowed.
No. 10
SUBSCRIPTION RIGHTS
The
stockholders of this corporation shall have no preferential right or rights to subscribe to any subsequent issues of the authorized
shares of this corporation, unless certain rights or warrants for a specific issue are authorized by the Board of Directors or
the Stockholders.
The
Company’s President has signed this Amended and Restated Articles of Incorporation
on the 22nd___ day of JuneApril,
20102021.
METALLINE
MINING COMPANYSILVER BULL RESOURCES, INC.
By:
Timothy
Barry, President
Silver Bull Resources (QB) (USOTC:SVBL)
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