Current Report Filing (8-k)
April 21 2021 - 4:43PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
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April 19,
2021
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Silver
bull resources, inc.
(Exact name of registrant
as specified in its charter)
Nevada
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001-33125
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91-1766677
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(State or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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777 Dunsmuir
Street, Suite 1610
Vancouver, B.C.
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V7Y 1K4
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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604-687-5800
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(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
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Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
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. o
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Item 5.03
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Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
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On
April 19, 2021, Silver Bull Resources, Inc. (“Silver Bull” or the “Company”) held its annual general meeting
of shareholders (the “Annual Meeting”) on April 19, 2021. Pursuant to the vote for Proposal 4 described in Item 5.07
below, the shareholders approved and adopted 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 150 million and to make certain non-substantive amendments (the “A&R
Articles”). The two non-substantive amendments reflected in the A&R Articles were (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. The A&R Articles became effective on
April 20, 2021.
The
foregoing description of the A&R Articles is not complete and is qualified in its entirety by reference to the full text of the A&R
Articles, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 5.07
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Submission of Matters to a
Vote of Security Holders.
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As
noted in Item 5.03 above, the Annual Meeting was held on April 19, 2021. At the Annual Meeting, four proposals were submitted
to the shareholders for approval as set forth in the Company’s definitive proxy statement filed with the Securities and Exchange
Commission on February 23, 2021. As of the record date, February 18, 2021, a total of 33,713,931 shares of Silver Bull common
stock were outstanding and entitled to vote. In total, 18,265,547 shares of Silver Bull common stock were present in person or represented
by proxy at the Annual Meeting, which represented approximately 54.17% of the shares outstanding and entitled to vote as of the record
date.
At
the Annual Meeting, shareholders approved each of the four proposals that were submitted, (i) electing the slate of four persons
to the Company’s Board of Directors, (ii) ratifying and approving Smythe LLP, Chartered Professional Accountants, as the Company’s
independent registered public accounting firm, (iii) approving, on a non-binding advisory basis, the compensation of the Company’s
named executive officers, and (iv) approving and adopting amended and restated articles of incorporation of the Company to increase
in the number of authorized shares of Silver Bull common stock. In connection with each of the election of directors and the non-binding
advisory vote on executive compensation, there were a total of 4,733,295 broker non-votes. The votes on the proposals were cast as set
forth below:
1.
Proposal No. 1 – Election of Directors. The shareholders elected the entire slate of directors presented to the shareholders.
As a result, the Company’s Board of Directors consists of the four persons elected at the Annual Meeting.
Name
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For
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Withheld
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Brian D. Edgar
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13,126,121
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406,131
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Timothy T. Barry
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13,102,640
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429,612
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Daniel J. Kunz
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13,127,731
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404,521
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John A. McClintock
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13,192,038
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340,214
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2.
Proposal No. 2 – Ratification and approval of the appointment of Smythe LLP, Chartered Professional Accountants, as
the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2021.
For
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Against
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Abstain
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18,080,515
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66,260
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118,772
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3.
Proposal No. 3 – Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive
officers.
For
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Against
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Abstain
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12,538,304
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740,928
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253,020
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4.
Proposal No. 4 – Approval and adoption of 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 150 million and to make certain non-substantive amendments.
For
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Against
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Abstain
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16,880,642
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1,275,301
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109,604
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Item 7.01
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Regulation FD Disclosure.
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On
April 20, 2021, the Company issued a press release regarding the Annual Meeting. A copy of the press release is furnished as Exhibit 99.1
hereto and is incorporated herein by reference.
The
information set forth in this Item 7.01, including the information set forth in Exhibit 99.1, is being furnished and shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference in such a filing.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Silver Bull resources, inc.
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Date: April 21, 2021
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By:
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/s/ Christopher Richards
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Name:
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Christopher Richards
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Title:
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Chief Financial Officer
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