SVBL Silver Bull Resources Inc (QB)

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS

WEDNESDAY, DECEMBER 16, 2020

ABOUT THE SPECIAL 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 Special 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 Wednesday, December 16, 2020 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 Special 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 Special Meeting of Shareholders and related proxy materials are being made available to shareholders beginning on or about November 6, 2020.

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 November 6, 2020, 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 retained Laurel Hill Advisory Group (“Laurel Hill”) to act as its proxy solicitation agent. In connection with these services, Laurel Hill will receive $30,000 plus reasonable out-of-pocket expenses.

If you have questions regarding the Meeting or require assistance with voting, you may contact Laurel Hill at 1-877-452-7184 (North America toll free) or 1-416-304-0211 (calls outside North America) or by email at assistance@laurelhill.com.

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:

1. 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 300 million and to make certain non-substantive amendments (the “Authorized Shares A&R Articles”); and
2. Approve and adopt amended and restated articles of incorporation of the Company to change the Company’s name to MaxMetals Corp. and to make certain non-substantive amendments (the “Company Name Change A&R Articles”).

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:

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 October 23, 2020, the record date for the Meeting, we had 29,542,365 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 be counted?

1. For Proposal 1 (to approve and adopt the Authorized Shares 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 Proposal 1 will have the same effect of a vote “AGAINST” the proposal.
2. For Proposal 2 (to approve and adopt the Company Name Change 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 Proposal 2 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:

• 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.
• 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.
• 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.
• 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. Eligible beneficial owners may be contacted by Laurel Hill to conveniently provide their vote directly over the phone.

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 1 (to increase the number of authorized shares of Silver Bull common stock) and Proposal 2 (to change the Company’s name), but cannot vote on “non-routine” matters.

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” the proposal to increase the number of authorized shares of Silver Bull common stock and “FOR” the proposal to change the Company’s name, 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 October 23, 2020, 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 as to particular matters would nonetheless be counted for purposes of determining whether a quorum is present at the Meeting.

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 each of Proposals 1 and 2, 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?

The proposed increase in the number of authorized shares of Silver Bull common stock 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 Sierra Mojada project in Mexico and the Beskauga property (and other properties) located in Kazakhstan. Assuming 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”), are completed, the Company will be 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 part, if not all, of such costs through public and private issuances of Silver Bull common stock when we believe market conditions to be favorable.

By increasing the number of authorized shares of Silver Bull common stock now, 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 an insufficient number of authorized shares to raise funds to fund our 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 foregoing description of the Copperbelt Option Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Copperbelt Option Agreement, a copy of which is filed as Exhibit 10.1 to Silver Bull’s current report on Form 8-K/A filed with the SEC on November 5, 2020 and is incorporated herein by reference.

Why is the Company seeking approval to change its name from Silver Bull Resources, Inc. to MaxMetals Corp.?

The primary exploration project of the Company is its Sierra Mojada project in Mexico. As soon as the blockade by the cooperative of local miners called Sociedad Cooperativa de Exploración Minera Mineros Norteños, S.C.L. (“Mineros Norteños”) is resolved, the Company plans to resume its drilling program to explore its concessions at the Sierra Mojada property with respect to silver and zinc mineralization. If the transactions contemplated by the Copperbelt Option Agreement are completed, the Company will be required to, among other things, incur certain exploration expenditures on the Beskauga property located in Kazakhstan and make certain bonus payments if the Beskauga property is the subject of a bankable feasibility study indicating specified amounts of gold equivalent resources. Going forward, the Company believes its exploration efforts at the Sierra Mojada project in Mexico, the Beskauga property in Kazakhstan, and/or other properties will focus on advancing the exploration and potential development of silver and zinc, gold, and possibly other metal resources. Accordingly, the Board believes that the proposed name change from Silver Bull Resources, Inc. to MaxMetals Corp. is appropriate to better describe the Company’s focus and anticipated exploration activities.

What are the non-substantive amendments that are included in each of the Authorized Shares A&R Articles and the Company Name Change A&R Articles?

The two non-substantive amendments that are reflected in each of the Authorized Shares A&R Articles and the Company Name Change 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.