SVBL Silver Bull Resources Inc (QB)

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)

(Mark One)

 

☑	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   FOR THE FISCAL YEAR ENDED October 31, 2020

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   FOR THE TRANSITION PERIOD OF _________ TO _________.

 

Commission File Number: 001-33125

 

SILVER BULL RESOURCES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada	91-1766677
State or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification No.)

 

777 Dunsmuir Street, Suite 1610

Vancouver, B.C. V7Y 1K4

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (604) 687-5800

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 Par Value

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act

Yes o No ☑

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

Yes o No ☑

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑   No o

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑   No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☑		Smaller reporting company ☑
		Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐   No ☑

 

As of January 28, 2021, there were 33,484,945 shares outstanding of the registrant’s $0.01 par value common stock, the registrant’s only outstanding class of voting securities. As of April 30, 2020, the aggregate market value of the registrant’s voting common stock held by non-affiliates of the registrant was approximately $13.7 million based upon the closing sale price of the common stock as reported by the OTCQB. For the purpose of this calculation, the registrant has assumed that its affiliates as of April 30, 2020 included all directors and officers.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the 2021 annual meeting of shareholders are incorporated by reference in Part III of this Annual Report on Form 10-K.

 

EXPLANATORY NOTE

 

Silver Bull Resources, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended October 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on January 28, 2021 (the “Original Form 10-K”). The purpose of this Amendment is to (i) file Exhibit 10.3 (Joint Venture Agreement, dated as of September 1, 2020, by and between the Company and Copperbelt AG), which was included in the list of exhibits in Item 15 of Part IV of the Original Form 10-K but was inadvertently omitted from the exhibits actually filed with the Original Form 10-K, and (ii) include the interactive data files of Exhibit 101 to the Original Form 10-K, in accordance with Rule 405 of SEC Regulation S-T, that were inadvertently omitted from the Original Form 10-K.

 

In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), currently dated certifications from the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of SEC Regulation S-K, paragraphs 3, 4, and 5 of such certifications have been omitted. Similarly, because no financial statements have been included in this Amendment, currently dated certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.

 

Except as described above, no changes have been made to the Original Form 10-K, and this Amendment does not amend, update or change any other items or disclosures in the Original Form 10-K. The Original Form 10-K continues to speak as of its original filing date. This Amendment does not reflect subsequent events occurring after the filing date of the Original Form 10-K or modify or update in any way disclosures in the Original Form 10-K.

 

 

 

PART IV

Item 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Financial Statements and Financial Statement Schedules

 

See “Index to Consolidated financial statements” on page F-1.

 

				Incorporated by Reference
Exhibit Number		Exhibit Description		Form		Date Filed		Exhibit		Filed Herewith
3.1		Restated Articles of Incorporation		10-K		1/14/2011		3.1.1
3.1.1		Certificate of Amendment to Articles of Incorporation		8-K		4/26/2011		3.1
3.1.2		Certificate of Change to Restated Articles of Incorporation, as Amended		8-K		9/18/2020		3.1
3.2		Bylaws		10-K		1/14/2011		3.1.2
4.1		Description of Capital Stock		10-K		1/28/2021		4.1
4.2		Form of Warrant Certificate		8-K		11/2/2020		10.2
10.1		Option Agreement, by and among the Company, Minera Metalin S.A. de C.V., Contratistas de Sierra Mojada S.A. de C.V., and South32 International Investment Holdings Pty Ltd, dated as of June 1, 2018		8-K		6/7/2018		10.1
10.1.1		Amending Agreement No. 1, dated as of April 4, 2019 and effective as March 20, 2019, to the South32 Option Agreement, dated as of June 1, 2018, by and among the Company, Minera Metalin S.A. de C.V., Contratistas de Sierra Mojada S.A. de C.V. and South32 International Investment Holding Pty Ltd		8-K		4/5/2019		10.1
10.2		Option Agreement, dated as of August 12, 2020, by and among the Company, Copperbelt AG, and Dostyk LLP		8-K/A		11/5/2020		10.1
10.3		Joint Venture Agreement, dated as of September 1, 2020, by and between the Company and Copperbelt AG								X
10.4		Form of Subscription Agreement		8-K		11/2/2020		10.1
10.5+		Silver Bull Resources, Inc. 2010 Stock Option Plan and Stock Bonus Plan, as amended		10-Q		6/14/2016		10.3
10.6+		Silver Bull Resources, Inc. 2019 Stock Option and Stock Bonus Plan		10-Q		6/14/2019		10.2
10.7+		Amended and Restated Employment Agreement, dated as of February 26, 2013, by and between the Company and Timothy Barry		8-K		3/1/2013		10.1
10.7.1+		Amendment to Amended and Restated Employment Agreement, dated as of February 23, 2016, by and between the Company and Timothy Barry		8-K		2/26/2016		10.1
10.7.2+		Amendment to Amended and Restated Employment Agreement, dated as of June 24, 2016, by and between the Company and Timothy Barry		8-K		6/28/2016		10.2
10.7.3+		Amendment to Amended and Restated Employment Agreement, dated as of August 28, 2018, by and between the Company and Timothy Barry		8-K		8/29/2018		10.2
10.8+		Amended and Restated Employment Agreement, dated as of February 26, 2013, by and between the CompanyI have all and Brian Edgar		8-K		3/1/2013		10.3
10.8.1+		Amendment to Amended and Restated Employment Agreement, dated as of February 23, 2016, by and between the Company and Brian Edgar		8-K		2/26/2016		10.3
10.8.2+		Amendment to Amended and Restated Employment Agreement, dated as of June 24, 2016, by and between the Company and Brian Edgar		8-K		6/28/2016		10.1

 

 

 

 

 

 

 

10.8.3+		Amendment to Amended and Restated Employment Agreement, dated as of August 28, 2018, by and between the Company and Brian Edgar		8-K		8/29/2018		10.1
10.9+		Form of Amendment to Amended and Restated Employment Agreement, dated as of June 4, 2015, by and between the Company and each of Timothy Barry and Brian Edgar		8-K		6/8/2015		10.1
10.10+		Employment Agreement, dated as of September 23, 2020, by and between the Company and Christopher Richards		8-K		9/25/2020		10.1
10.11+		Consulting Agreement, dated as of September 26, 2020, by and between the Company and Sean Fallis		10-K		1/28/2021		10.11
10.12+		Form of Indemnification Agreement (Directors and Officers)		10-K		1/13/2020		10.10
14.1		Code of Ethics		8-K		11/7/2019		14.1
21.1		Subsidiaries of the Registrant		10-K		1/28/2021		21.1
23.1		Consent of Smythe LLP		10-K		1/28/2021		23.1
23.2		Consent of Archer, Cathro & Associates (1981) Limited		10-K		1/28/2021		23.2
23.3		Consent of CSA Global Consultants Canada Ltd		10-K		1/28/2021		23.2
31.1		Certification of CEO pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		10-K		1/28/2021		31.1
31.2		Certification of CFO pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		10-K		1/28/2021		31.2
31.3		Certification of CEO pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002								X
31.4		Certification of CFO pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002								X
32.1		Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		10-K		1/28/2021		32.1
32.2		Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		10-K		1/28/2021		32.2
101.INS*		XBRL Instance Document								X
101.SCH*		XBRL Schema Document								X
101.CAL*		XBRL Calculation Linkbase Document								X
101.DEF*		XBRL Definition Linkbase Document								X
101.LAB*		XBRL Labels Linkbase Document								X
101.PRE*		XBRL Presentation Linkbase Document								X
99.1†		Sierra Mojada location map		10-K		1/28/2021		99.1
99.2†		Beskauga location map		10-K		1/28/2021		99.2

 

 

* The following financial information from Silver Bull Resources, Inc.’s Annual Report on Form 10-K for the fiscal year ended October 31, 2020, formatted in XBRL (Extensible Business Reporting Language): Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Loss, Consolidated Statement of Stockholders’ Equity, Consolidated Statements of Cash Flows

 

+ Indicates a management contract or compensatory plan, contract or arrangement.

 

† Filed herewith under Items 1 and 2 – Business and Properties.

 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

	SILVER BULL RESOURCES, INC.
Date: March 4, 2021	By:	/s/ Timothy Barry
		Timothy Barry,
		President and Chief Executive Officer
		(Principal Executive Officer)

 

Date: March 4, 2021	By:	/s/ Christopher Richards
		Christopher Richards,
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)