Silver Bow Mining Corp. filed soliciting material under Rule 14a-12 on November 13, 2026, disclosing details of its staged asset acquisition from Montana Tunnels Mining Inc., including payments totaling $35.7 million made during the third quarter of 2026.

Key Highlights

  • Asset Purchase Agreement signed: Silver Bow Mining Corp. entered into an Asset Purchase Agreement with Montana Tunnels Mining Inc. on August 21, 2026.
  • $35.7 million paid in Q3 2026: Total payments during the third quarter of 2026 included a $28.6 million escrow payment, a $1 million exclusivity fee, and approximately $1.1 million in transaction-related expenses.
  • $5 million loan to MTMI shareholders: The company loaned $5 million to MTMI shareholders in exchange for secured notes to be settled through the surrender of 1,155,562 CVRs at the Final Closing.
  • CVRs to be issued at Final Closing: 3,500,000 Contingent Value Rights, each convertible into one share of SBM common stock, are to be transferred to MTMI shareholders, with an additional 11,500,000 deferred CVRs that may vest upon specified milestones.
  • Shareholder approval required: The Final Closing is conditioned on approval by the company's shareholders, as required under applicable NYSE American rules, for the issuance of common shares on conversion of the CVRs.
  • MTMI bankruptcy proceeding: MTMI filed a voluntary Chapter 11 petition on July 27, 2026, and the Bankruptcy Court granted a motion for structured dismissal of the case on September 4, 2026.

Silver Bow Mining's Staged Acquisition of Montana Tunnels Mine Assets

According to the filing, Silver Bow Mining Corp. (NYSE American:SBMT) agreed under the Purchase Agreement to acquire assets comprising the Montana Tunnels Mine and milling complex, including mineral and real property interests, water rights, permits, intellectual property, and other specified assets. Assets excluded from the transaction include the Diamond Hill Mine and certain real property not associated with MT Mine operations. The filing notes that MTMI will retain rights to process ores from the Diamond Hill Mine and an affiliate's mine through the milling complex under a cost-plus arrangement.

The acquisition is structured in two stages. The First Closing involved the company funding approximately $28.6 million into escrow for the satisfaction of specified obligations, including approximately $20.8 million payable to the Montana Department of Environmental Quality and approximately $4.27 million payable to Jefferson County, Montana. The filing states that the acquired assets are to be transferred to the company free and clear of liens and encumbrances, other than certain permitted encumbrances, pursuant to orders of the Bankruptcy Court.

The Final Closing is conditioned on, among other matters, shareholder approval and NYSE American approval for the supplemental listing of common shares issuable upon conversion of the CVRs. The filing states: "There can be no assurance that Final Closing will occur timely or at all." The deferred CVRs are structured in two tranches: 6,250,000 CVRs vest upon the earlier of a positive construction decision on the MT Mine pit expansion or nine months following completion of a feasibility study demonstrating positive economics, and 5,250,000 CVRs vest upon the earlier of commercial production or 36 months following a construction decision, subject to specified extensions.

What Was Disclosed

Silver Bow Mining Corp. disclosed soliciting material related to its staged acquisition of Montana Tunnels Mine assets from MTMI, detailing $35.7 million in third-quarter 2026 payments, the CVR structure for the Final Closing, and the shareholder approval required under NYSE American rules.