SILVER BULL RESOURCES, INC. (Form: 8-K, Received: 07/20/2016 16:26:18)

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):

July 14, 2016

SILVER BULL RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-33125	91-1766677
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

777 Dunsmuir Street, Suite 1610 Vancouver, B.C.		V7Y 1K4
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

604-687-5800

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry Into a Material Definitive Agreement.

On July 14, 2016, Silver Bull Resources, Inc. (the “Company”) entered into a series of substantially similar subscription agreements (each, a “Subscription Agreement”) with certain investors providing for the issuance and sale by the Company to the investors of an aggregate 4,340,000 units (the “Units”) of the Company at a price of CDN$0.15 per Unit for gross proceeds of CDN$651,000. Each Unit will consist of one share of common stock of the Company (a “Common Share”) and one common share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to acquire one Common Share at a price of CDN$0.16 until the date that is three years following the closing of the Private Placement. If, commencing on the date that is four months after the closing of the Private Placement, the closing price of the Common Shares on the Toronto Stock Exchange (the “TSX”) is higher than CDN$0.30 for 20 consecutive trading days, then on the 20th consecutive trading day (the “Acceleration Trigger Date”) the expiry date of the Warrants may be accelerated to the 20th trading day after the Acceleration Trigger Date by the issuance, within three trading days of the Acceleration Trigger Date, of a news release announcing such acceleration.

In addition, the Company entered into a Placement Agent Agreement, dated July 7, 2016 (the “Placement Agent Agreement”), with Sprott Global Resource Investments, Ltd. (“Sprott”), pursuant to which the Company agreed to pay Sprott an aggregate cash commission of CDN$30,060, in addition to an aggregate 200,400 non-transferable common share purchase warrants (the “Placement Agent’s Warrants”), subject to final approval of the TSX. Each Placement Agent’s Warrant (i) entitles Sprott to acquire one Common Share until the date that is two years following the closing of the Private Placement at the greater of (A) CDN$0.15 and (B) the five-day volume-weighted average price preceding notice of the Private Placement to the TSX and (ii) is subject to the acceleration provision noted above.

All securities to be issued in the Private Placement are subject to a hold period under applicable Canadian securities laws, which will expire four months plus one day from the closing date of the Private Placement, and will be restricted securities under U.S. securities laws. The Company relied on the exemption from registration under Section 4(a)(2) of the U.S. Securities Act of 1933, as amended, or Rule 506 of Regulation D, or Regulation S, for purposes of the Private Placement. This Current Report on Form 8-K is not, and shall not be deemed to be, an offer to sell or the solicitation of an offer to buy any of the securities.

The foregoing descriptions of the Subscription Agreements, Warrants, Placement Agent Agreement and Placement Agent’s Warrants do not purport to be complete and are qualified in their entirety by reference to the copies of the form of Subscription Agreement, form of Warrant, Placement Agent Agreement and form of Placement Agent’s Warrant filed herewith as Exhibits 10.1, 10.2 10.3 and 10.4, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities.

Reference is made to the disclosure set forth in Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated by reference into this Item 3.02.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits .

Exhibit No.		Description
10.1		Form of Silver Bull Resources, Inc. Subscription Agreement, dated as of July 14, 2016
10.2		Form of Silver Bull Resources, Inc. Warrant Certificate (Investors)
10.3		Placement Agent Agreement, dated as of July 7, 2016, by and between Silver Bull Resources, Inc. and Sprott Global Resource Investments, Ltd.
10.4		Form of Silver Bull Resources, Inc. Warrant Certificate (Sprott Global Resource Investments, Ltd.)

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.

Date: July 19, 2016

	SILVER BULL RESOURCES, INC.


	By:	/s/ Sean Fallis
	Name:	Sean Fallis
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
10.1		Form of Silver Bull Resources, Inc. Subscription Agreement, dated as of July 14, 2016
10.2		Form of Silver Bull Resources, Inc. Warrant Certificate (Investors)
10.3		Placement Agent Agreement, dated as of July 7, 2016, by and between Silver Bull Resources, Inc. and Sprott Global Resource Investments, Ltd.
10.4		Form of Silver Bull Resources, Inc. Warrant Certificate (Sprott Global Resource Investments, Ltd.)

Exhibit 10.1

SUBSCRIPTION AGREEMENT FOR UNITS

SILVER BULL RESOURCES, INC.

THE UNITS BEING OFFERED FOR SALE MAY ONLY BE PURCHASED BY ELIGIBLE PURCHASERS

IMPORTANT

The following items in this Subscription Agreement have been completed (please initial each applicable box):

All Eligible Purchasers :

☐

All Purchaser information, as applicable, in the boxes on pages 1 to 3 hereof.

☐

Unless other arrangements acceptable to the Company have been made, a wire transfer (which includes any wire transfer fee) as outlined in Section 9 hereof.

☐

Appendix “I” – Investor Certificate (if the Purchaser is resident in Canada) and, if the Purchaser is an individual accredited investor, Appendix I-A – Risk Acknowledgment Form for Accredited Investors who are Individuals.

☐

Appendix “II” – U.S. Investors (if the Purchaser is a U.S. Person or does not satisfy the conditions set out in Section 4.2(a)).

A completed and executed copy of this Subscription Agreement, including the items required to be completed as set out above, must be delivered, by no later than 4:00 p.m. (Vancouver time) on July 11, 2016 , to Silver Bull Resources, Inc., Suite 1610, 777 Dunsmuir Street, Vancouver, B.C. V7Y 1K4, Canada, Attention: Sean Fallis, Tel: 604-687-5800, Facsimile: 604-563-6004, Email: sfallis@silverbullresources.com.

Subscription No.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT – UNITS

TO: SILVER BULL RESOURCES, INC. (the “ Company ”)

The undersigned (the “ Purchaser ”), on its own behalf, and, if applicable, on behalf of a principal for whom it is acting hereunder, hereby irrevocably subscribes for and agrees to purchase from the Company the number of units of the Company (the “ Units ” and each individually, a “ Unit ”) set forth below for the aggregate subscription price set forth below, representing a subscription price of CDN$0.15 per Unit (the “ Subscription Price ”). Each Unit is comprised of one common share in the capital of the Company (a “ Common Share ”) and one Common Share purchase warrant (a “ Warrant ”). Each Warrant shall entitle the holder thereof to acquire one Common Share (a “ Warrant Share ”) at a price of CDN$0.16 until the date that is 36 months following the Closing Date (as defined herein). If, commencing on the date that is four months after the Closing Date, the closing price of the common shares of the Company on the Toronto Stock Exchange is higher than CDN$0.30 for 20 consecutive trading days then on the 20 ^th consecutive trading day (the “ Acceleration Trigger Date ”) the expiry date of the warrants may be accelerated to the 20 ^th trading day after the Acceleration Trigger Date by the issuance, within three trading days of the Acceleration Trigger Date, of a news release announcing such acceleration. If, at the time of exercise of the Warrant, the Company is no longer an issuer subject to the reporting requirements of Section 13(a) or 15(d) of the United States Securities Exchange Act of 1934, as amended, then the Warrant may be exercised by means of a “cashless exercise” as described in the Terms and Conditions. This subscription plus the attached terms and conditions (the “ Terms and Conditions ”), each completed and executed Investor Certificate for Canadian Residents and the exhibits and appendices attached hereto and thereto, are collectively referred to as the “ Subscription Agreement ”. The Purchaser agrees to be bound by the Terms and Conditions including without limitation the terms, representations, warranties and covenants set forth in the applicable schedules attached thereto and agrees that the Company may rely upon the covenants, representations and warranties contained in this Subscription Agreement.

SUBSCRIPTION AND PURCHASER INFORMATION

Please print all information (other than signatures), as applicable, in the space provided below.

		Number of Units:
(Name of Purchaser - please print)
		Aggregate Subscription Price: CDN$
By:
Authorized Signature		If the person signing this subscription is not purchasing, nor deemed by applicable securities regulation to be purchasing, as principal and is signing as agent for one or more principals, complete the following for each such principal (attach additional pages if required):

(Official Capacity or Title – please print)

Please print name of individual whose signature appears above if different than the name of the purchaser printed above.

(Address of Residence)		(Name of Principal)
		(Address of Residence)
(Purchaser’s E-mail)
		(Principal’s E-mail)
(Purchaser’s Telephone No.)		(Principal’s Telephone No.)

Registration Instructions: As above ☐ or		Delivery Instructions: As above ☐ or
Name [Please Print]		Account reference, if applicable


Account reference, if applicable		Contact Name [Please Print]

Address		Address

		(Telephone Number)

Additional Purchaser Information

Present Ownership of Securities

The Purchaser either [check appropriate box] :

☐

does not own , directly or indirectly, or exercise control or direction over, any Common Shares in the capital of the Company or securities convertible into Common Shares; or

☐

owns directly or indirectly, or exercises control or direction over, ________________ Common Shares and convertible securities entitling the Purchaser to acquire an additional ______________ Common Shares.

Insider Status

The Purchaser either [check appropriate box] :

☐ is an “ Insider ” of the Company as defined in the Securities Act (British Columbia), namely: “Insider” means:

(a)

a director or an officer of the Company;

(b)

a director or an officer of a person that is itself an insider or subsidiary of the Company;

(c)

a person that has beneficial ownership of, or control or direction over, directly or indirectly, or a combination of beneficial ownership of, and control or director over, directly or indirectly, securities of the Company carrying more than 10% of the voting rights attached to all of the Company’s outstanding securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person as underwriter in the course of a distribution;

(d)

the Company itself if it holds any of its own securities;

(e)

a person designated as an insider under an order made under section 3.2 of the Securities Act (British Columbia); or

(e)

a person that is in a prescribed class of persons.

☐ is not an “ Insider ” of the Company.

SILVER BULL RESOURCES, INC. accepts the subscription set forth above this 14th day of July, 2016.

/s/ Sean Fallis

Authorized Signatory

TERMS AND CONDITIONS
OF UNITS PRIVATE PLACEMENT

1. Subscription

As part of an offering (the “ Offering ”), the Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company that number of units (the “ Units ” and each individually, a “ Unit ”) of the Company set forth on page 1 of this Subscription Agreement. Each Unit is comprised of one common share in the capital of the Company (a “ Common Share ”) and one Common Share purchase warrant (a “ Warrant ”). Each Warrant shall entitle the holder thereof to acquire one Common Share (a “ Warrant Share ”) at a price of CDN$0.16 per Warrant Share at any time on or before 4:00 p.m. (Vancouver time) on the first business day that is 36 months after the Closing Date (as defined below). If, commencing on the date that is four months after the Closing Date, the closing price of the common shares of the Company on the Toronto Stock Exchange is higher than CDN$0.30 for 20 consecutive trading days then on the 20th consecutive trading day (the “ Acceleration Trigger Date ”) the expiry date of the warrants may be accelerated to the 20th trading day after the Acceleration Trigger Date by the issuance, within three trading days of the Acceleration Trigger Date, of a news release announcing such acceleration. If, at the time of exercise of the Warrant, the Company is no longer an issuer subject to the reporting requirements of Section 13(a) or 15(d) of the United States Securities Exchange Act of 1934, as amended, then the Warrant may be exercised by means of a “cashless exercise” (the “ Cashless Exercise Right ”) whereby the holder thereof shall be entitled to receive that number of Warrant Shares resulting from the following formula:

Where:

A =

the average closing price for the Company’s common shares as quoted on the Toronto Stock Exchange (the “ Exchange ”) for the five consecutive trading days immediately preceding the date on which the holder elects to exercise the Warrant by means of the Cashless Exercise Right.

B =

the then applicable exercise price of the Warrant.

X =

the number of Warrant Shares that would otherwise have been issuable had the holder elected to exercise the Warrant by means of a cash exercise.

2. Conditions of Purchase

2.1	The Purchaser acknowledges that the Company’s obligation to sell the Units to the Purchaser is subject to, among other things, the conditions that:

(a)

the Purchaser duly completes, executes and returns to the Company this subscription, together with all documents required by applicable securities laws, the Exchange and the OTCQB for delivery to the offices of the lawyers for the Company on behalf of the Purchaser, by no later than 4:00 p.m. (Vancouver time) on July 11, 2016 to Silver Bull Resources, Inc., Suite 1610, 777 Dunsmuir Street, Vancouver, B.C. V7Y 1K4, Canada, Attention: Sean Fallis, Facsimile: 604-563-6004, Email: sfallis@silverbullresources.com, including a duly completed and executed Appendix I – Investor Certificate (if the Purchaser is resident in Canada) and, if the Purchaser is an individual accredited investor, Appendix I-A – Risk Acknowledgment Form for Accredited Investors who are Individuals or Appendix II – U.S. Investors (if the Purchaser is a U.S. Person or does not otherwise satisfy the conditions set out in Section 4.2(a));

(b)

payment has been made by the Purchaser of the Subscription Price as set out in Section 9 hereof;

(c)

the Company has accepted, in whole or in part, this Subscription Agreement, subject to Section 2.2;

(d)

all necessary regulatory, Exchange and OTCQB approvals have been obtained by the Company prior to the Closing (as defined below);

(e)

the sale of the Units is exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable statute relating to the sale of the Units or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document;

(f)

all covenants, agreements and conditions contained in this Agreement to be performed by the Purchaser have been performed or complied with in all material respects on or prior to the Closing; and

(g)

the representations, warranties and certifications of the Purchaser in this Agreement, including in any appendices hereto or other document delivered to the Company in connection with the Purchaser’s subscription, are true and correct when made and being true and correct at the Closing with the same force and effect as if they had been made on and as of the Closing.

2.2

The Purchaser acknowledges and agrees that the Company reserves the right, in its absolute discretion, to reject this subscription for Units, in whole or in part, at any time prior to the time of Closing. If this subscription is rejected in whole, any cheques or other forms of payment delivered to the Company representing the subscription amount will be promptly returned to the Purchaser without interest or deduction. If this subscription is accepted only in part, a cheque representing any refund of the subscription amount for that portion of the subscription for the Units which is not accepted will be promptly delivered to the Purchaser without interest or deduction.

3. Delivery

Delivery of the certificates representing the Common Shares and Warrants comprising the Units (the “ Closing ”) shall be completed at the offices of the Company’s legal counsel, Blake, Cassels & Graydon LLP, located at Suite 2600, 595 Burrard Street, Vancouver, British Columbia, V7X 1L3 at 4 p.m. (Vancouver time) on July 13, 2016 (the “ Closing Date ”), or at such other places, times or dates as may be determined by the Company not later than July 29, 2016.

The Purchaser appoints [Sprott Global Resource Investments, Ltd. (the “Placement Agent”) / the Company], with full power of substitution, as its true and lawful attorney and agent with full power and authority in its place and stead to:

(a)

act as the Purchaser’s representative at the Closing and to swear, execute, file and record in the Purchaser’s name and on the Purchaser’s behalf any document necessary to accept delivery of the Units on the Closing Date;

(b)

approve any opinions, certificates or other documents addressed to the Purchaser;

(c)

waive, in whole or in part, any representations, warranties, covenants or conditions for the benefit of the Purchaser;

(d)

complete or correct any errors or omissions in this Subscription Agreement on behalf of the Purchaser; and

(e)

receive on the Purchaser’s behalf any certificates representing the Common Shares and Warrants comprising the Units subscribed for hereunder.

4. Purchaser’s Representations, Warranties and Covenants

The Purchaser (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Purchaser is contracting hereunder) represents and warrants to, and covenants with, the Company (and acknowledges that the Company is relying on such representations, warranties and covenants), which representations, warranties and covenants shall survive the Closing, that as at the execution date of this Subscription Agreement and the Closing Date:

4.1	The Purchaser confirms that it:

(a)

has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment in the Units;

(b)

is capable of assessing the merits and risks (including the potential loss of its entire investment) of the proposed investment in the Units;

(c)

is aware of the characteristics of the Units and understands the risks relating to an investment therein; and

(d)

is able to bear the economic risk of loss of its investment in the Units.

4.2	The Purchaser is resident in the jurisdiction set forth in the “Address of Residence” set out on page 1 of this Agreement and either:

(a) All of the following are met:

(i)

the Purchaser is not a “U.S. Person” (as that term is defined in Rule 902(k) of Regulation S under the United States Securities Act of 1933, as amended (the “ 1933 Act ”)) or a person in the United States of America, its territories or possessions, any State of the United States or District of Columbia (the “ United States ”), and is not purchasing the Units for the account of or benefit of a U.S. Person or a person in the United States;

(ii)

the Purchaser was not offered the Units in the United States;

(iii)

the buy order for the Purchaser’s Units was not originated, and the Purchaser did not execute or deliver this Subscription Agreement, in the United States;

(iv)

the Purchaser has no intention to distribute either directly or indirectly any of the Units in the United States and will not offer, sell or otherwise transfer, directly or indirectly, any of the Units (or any securities underlying the Units or that may be issued in connection with the Units) or to, or for the account or benefit of, a U.S. Person or person in the United States except pursuant to registration under the 1933 Act and the securities laws of all applicable states or available exemptions therefrom; and

(v)

the Purchaser did not receive the offer to purchase the Units as a result of, nor will it engage in, any “directed selling efforts” (as defined in Regulation S under the 1933 Act); or

(b)

The conditions set forth in clause (a) above are not met, but all of the conditions set forth on Appendix II are met.

4.3	The Purchaser is aware that no prospectus or registration statement has been prepared or filed by the Company with any securities commission or similar authority in connection with the Offering of the Units contemplated hereby, and that:

(a)

the Purchaser may be restricted from using most of the civil remedies available under applicable securities laws in Canada;

(b)

the Purchaser may not receive information that would otherwise be required to be provided under applicable securities laws and the Company is relieved from certain obligations that would otherwise be required to be given if a prospectus were provided under applicable securities laws in connection with the Offering; and

(c)

the issuance and sale of the Units to the Purchaser is subject to such sale being exempt from the requirements of applicable securities laws as to the filing of a prospectus or registration statement.

4.4	The Purchaser, if resident in Canada, is purchasing the Units as principal and is:

(a)

an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“ NI 45-106 ”) and is not a person created or used solely to purchase or hold securities as an “accredited investor” as defined in paragraph (m) of the aforesaid definition of “accredited investor”; or

(b)

purchasing the Units at an acquisition cost to the Purchaser of not less than CDN$150,000 paid in cash, the Purchaser is not an individual and the Purchaser was not created or used solely to purchase or hold securities in reliance on the exemption from the prospectus requirement available under section 2.10 of NI 45-106;

and (i) the Purchaser has duly completed Section I, II, III or IV of, and executed and delivered to the Company, an Appendix I – Investor Certificate, and (ii) if the Purchaser is an accredited investor who is an individual, other than an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds CDN$5,000,000, has completed and executed, in duplicate, and delivered one copy to the Company of, an Appendix I-A – Risk Acknowledgement Form for Accredited Investors who are Individuals.

Provided , that if the conditions set forth in 4.2(a) are not met, the Purchaser shall also complete an Investor Certificate in the form attached as Appendix II.

4.5	If the Purchaser is resident in an international jurisdiction other than the United States then:

(a)

the Purchaser currently has knowledge and experience or has consulted the Purchaser’s own counsel, accountant or investment advisor, with respect to the investment contemplated hereby and applicable securities laws in the international jurisdiction in which the Purchaser resides which would apply to this subscription;

(b)

the Purchaser is purchasing the Units in compliance with or pursuant to exemptions from any prospectus, registration or similar requirements under the applicable securities laws of the international jurisdiction in which the Purchaser resides (and the Purchaser shall deliver to the Company such further particulars of such applicable securities laws or exemptions and the Purchaser’s qualifications thereunder as the Company may request), and the purchase and sale of the Units does not trigger any obligation to prepare and file a prospectus, registration statement or similar document, or any other report with respect to such purchase and/or any registration on the part of the Company;

(c)

no applicable securities laws of the international jurisdiction in which the Purchaser resides require the Company to make any filings or seek any approvals of any kind whatsoever from any securities commission or regulatory authority of any kind whatsoever in the jurisdiction of residence of the Purchaser; and

(d)

the Purchaser will not sell or otherwise dispose of any of Units (or any securities underlying the Units or that may be issued in connection with the Units) except in accordance with all applicable securities laws, including, without limitation, the rules, regulations and policies of the Exchange and the OTCQB. If the Purchaser sells or otherwise disposes of any of the Units (or any securities underlying the Units or that may be issued in connection with the Units), the Purchaser will obtain from the person acquiring them a covenant in the same form as provided for in this Subscription Agreement, and the Company shall not have any obligation to register any purported sale or disposition of the Units (or any securities underlying the Units or that may be issued in connection with the Units) which may be in violation of such laws and any such sale, transfer or other disposition shall be null and void and of no force or effect.

4.6	The Purchaser acknowledges that:

(a)

no securities commission or similar regulatory authority has reviewed or passed on the merits of the Units;

(b)

there is no government or other insurance covering the Units;

(c)

there are risks associated with the purchase of the Units;

(d)

there are restrictions on the Purchaser’s ability to resell the Units (or any securities underlying the Units or that may be issued in connection with the Units) and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling any of the Units (or any securities underlying the Units or that may be issued in connection with the Units); and

(e)

the Company has advised the Purchaser that the Company is relying on an exemption from the requirements to provide the Purchaser with a prospectus or registration statement and to sell the Units through a person or company registered to sell securities under applicable securities laws and, as a consequence of acquiring the Units pursuant to this exemption, certain protections, rights and remedies provided by the applicable securities laws, including statutory rights of rescission or damages, will not be available to the Purchaser.

4.7	If the Purchaser is not resident in British Columbia, the Purchaser certifies that the Purchaser is not resident in British Columbia and acknowledges that:

(a)

the Purchaser is knowledgeable of, or has been independently advised as to, the Other Applicable Securities Laws (as defined below);

(b)

the Purchaser is purchasing the Units pursuant to exemptions from any prospectus, registration or similar requirements under the Other Applicable Securities Laws, or, if such is not applicable, the Purchaser is permitted to purchase the Units under the Other Applicable Securities Laws without the need to rely on exemptions; and

(c)

the distribution of the Units to the Purchaser by the Company complies with all of the Other Applicable Securities Laws.

For purposes hereof, “ Other Applicable Securities Laws ” means, in respect of each and every offer and sale of the Units, the securities legislation having application and the regulations, rules, orders, instruments, notices, directions, rulings and published policy statements of the securities regulatory authorities having jurisdiction over the Purchaser and the Offering, other than the laws of British Columbia which would apply to this subscription, if any.

4.8	The Purchaser will comply with all applicable securities laws and with the policies of the Exchange and the OTCQB concerning the purchase of, the holding of and the resale restrictions on the Units (or any securities underlying the Units or that may be issued in connection with the Units).

4.9

The Purchaser is aware that the offer made by this subscription is irrevocable and requires acceptance by the Company and the acceptance for filing thereof by the Exchange and will not become an agreement between the Purchaser and the Company until accepted by the Company signing in the space above.

4.10

If an individual, the Purchaser has attained the age of majority and is legally competent to execute and deliver this subscription and to take all actions required pursuant hereto and if a corporation, partnership or other entity, the Purchaser has been duly incorporated, created or organized and validly exists under the laws of its jurisdiction of incorporation, creation or organization and all necessary approvals by its directors and shareholders have been obtained for the execution and delivery of this subscription.

4.11

The execution and delivery of this Subscription Agreement and the performance and compliance with the terms hereof will not result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of any constating documents, by-laws or resolutions of the Purchaser or any indenture, contract, agreement (whether written or oral), instrument or other document to which the Purchaser is a party or subject, or any judgment, decree, order, statute, rule or regulation applicable to the Purchaser;

4.12

Upon acceptance of this subscription by the Company, this Subscription Agreement, including all exhibits and appendices, will constitute a legal, valid and binding contract of purchase enforceable against the Purchaser in accordance with its terms and will not violate or conflict with the terms of any restriction, agreement or undertaking respecting purchases of securities by the Purchaser.

4.13

The Purchaser’s purchase of the Units has not been made through or as a result of, the distribution of the securities comprising the Units is not being accompanied by and the Purchaser is not aware of, any advertisement of the securities in printed media of general and regular paid circulation, radio, television or electronically.

4.14	No prospectus or offering memorandum within the meaning of applicable securities laws or any other document purporting to describe the business and affairs of the Company has been delivered to the Purchaser in connection with the Offering.

4.15	No person has made to the Purchaser any written or oral representation;

(a)

that any person will resell or repurchase any of the Units (or any securities underlying the Units or that may be issued in connection with the Units);

(b)

that any person will refund all or any part of purchase price of the Units;

(c)

as to the future price or value of any of the Units; or

(d)

that any of the Units (or any securities underlying the Units or that may be issued in connection with the Units) will be listed and posted for trading on a stock exchange or marketplace or that application has been made to list and post any of the Units (or any securities underlying the Units or that may be issued in connection with the Units) for trading on a stock exchange or marketplace.

4.16	None of the Units are being purchased by the Purchaser with knowledge of any material fact about the Company that has not been generally disclosed to the public.

4.17

In the case of a person signing this subscription as agent for a disclosed principal, each beneficial Purchaser for whom the agent is purchasing, or is deemed under NI 45-106 to be purchasing, as principal, for its own account and not for the benefit of any other person, and such person is duly authorized to enter into this Subscription Agreement and to execute all documentation in connection with the purchase on behalf of each such beneficial Purchaser.

4.18

The funds representing the aggregate Subscription Price in respect of the Units which will be advanced by or on behalf of the Purchaser to the Company hereunder do not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (for the purposes of this section 4.19 the “ PCMLTFA ”) and the Purchaser acknowledges and agrees that the Company may be required by law to provide the securities regulators with a list setting forth the identities of the beneficial purchasers of the Units, or disclosure pursuant to the PCMLTFA. Notwithstanding that the Purchaser may be purchasing Units as agent on behalf of an undisclosed principal, the Purchaser agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Company in order to comply with the foregoing. To the best of the Purchaser’s knowledge (a) none of the subscription funds provided by or on behalf of the Purchaser (i) have been or will be derived directly or indirectly from or related to any activity that is deemed criminal under the laws of Canada, the United States, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Purchaser and, (b) the Purchaser will promptly notify the Company if the Purchaser discovers that any of such representations cease to be true, and shall provide the Company with appropriate information in connection therewith.

4.19	The Purchaser is at arm’s-length within the meaning of Securities Laws (as defined herein) of the Company.

4.20	The Purchaser is not, with respect to the Company or any of its affiliates, a “control person”, as defined under applicable securities laws, and the acquisition of the Units hereunder by the Purchaser will not result in the Purchaser becoming a “control person”.

4.21

The Purchaser has been advised to seek tax, investment and independent legal advice and any other professional advice the Purchaser considers appropriate in connection with the Purchaser’s purchase of the Units and the Purchaser confirms that the Purchaser has not relied on the Company or its legal counsel in any manner in connection with the Purchaser’s purchase of the Units.

5. Purchaser’s Acknowledgments

5.1	The Purchaser acknowledges and agrees (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Purchaser is contracting hereunder) with the Company (which acknowledgements and agreements shall survive the Closing) that:

(a)

This subscription forms part of the Offering.

(b)

The Units are subject to resale restrictions under applicable Securities Laws (defined below) and the Purchaser covenants that it will not resell the Units (or any securities underlying the Units or that may be issued in connection with the Units), except in compliance with such laws and the Purchaser acknowledges that it is solely responsible (and the Company is not in any way responsible) for such compliance. The Purchaser is advised to consult the Purchaser’s own legal advisors in this regard. For purposes hereof, “ Securities Laws ” means the Securities Act (British Columbia) (the “ B.C. Act ”), the 1933 Act, and the rules and regulations promulgated thereunder and all orders, rulings, published policy statements, notices, interpretation notes, directions and instruments thereunder and, if the Purchaser is not resident in British Columbia, also means the Other Applicable Securities Laws.

(c)

The Units are being offered for sale only on a “private placement” basis.

(d)

In purchasing the Units, the Purchaser has relied solely upon publicly available information relating to the Company and not upon any oral or written representation as to any fact or otherwise made by or on behalf of the Company or any other person associated therewith, the decision to purchase the Units was made on the basis of publicly available information.

(e)

The Purchaser’s ability to transfer the Units (or any securities underlying the Units or that may be issued in connection with the Units) is limited by, among other things, the Securities Laws and the policies of the Exchange. In particular the Purchaser acknowledges having been informed that the Units (or any securities underlying the Units or that may be issued in connection with the Units), are subject to resale restrictions under National Instrument 45-102 – Resale of Securities (“ NI 45-102 ”) and may not be sold or otherwise disposed of in Canada for a period of four months from the date of distribution of the Units, unless a statutory exemption is available or a discretionary order is obtained from the applicable Securities Commission allowing the earlier resale thereof, and may be subject to additional resale restrictions if such sale or other disposition would be a “control distribution”, as that term is defined in NI 45-102. If the Purchaser is not resident in Canada, additional resale restrictions may apply under the Other Applicable Securities Laws.

In addition to the foregoing, the Purchaser acknowledges that (i) the Company is a “domestic issuer” for purposes of United States securities laws, (ii) the Units (or any securities underlying the Units or that may be issued in connection with the Units) will constitute “restricted securities” under the 1933 Act and (iii) certificates representing the Common Shares and the Warrants comprising the Units will bear a legend in the form set forth in Section 6.2. Because the Company is a “domestic issuer” the Units (or any securities underlying the Units or that may be issued in connection with the Units) will continue to be “restricted securities” notwithstanding any resale pursuant to Regulation S under the 1933 Act . The U.S. restrictive legend set forth on any certificate representing the Units (or any securities underlying the Units or that may be issued in connection with the Units) will not be removed except in connection with (A) a resale of the Units (or any securities underlying the Units or that may be issued in connection with the Units) pursuant to an effective registration statement under the 1933 Act, or (B) a resale of the Units (or any securities underlying the Units or that may be issued in connection with the Units) pursuant to Rule 144 under the 1933 Act, in each case, irrespective of the holding period set forth above under NI 45-102.

(f)

The representations, warranties, covenants and acknowledgements of the Purchaser contained in this Subscription Agreement, and in any appendices or other documents or materials executed and delivered by the Purchaser hereunder, are made by the Purchaser with the intent that they may be relied upon by the Company and its professional advisors in determining the Purchaser’s eligibility to purchase the Units. The Purchaser further agrees that by accepting the Units the Purchaser shall be representing and warranting that the foregoing representations and warranties are true as at the Closing with the same force and effect as if they had been made by the Purchaser at the Closing and that they shall survive the purchase by the Purchaser of the Units and shall continue in full force and effect notwithstanding any subsequent disposition by the Purchaser of the Units (or any securities underlying the Units or that may be issued in connection with the Units). The Purchaser hereby agrees to indemnify and save harmless the Company and its directors, officers, employees, advisors, affiliates, shareholders and agents, and their respective counsel, against all losses, claims, costs, expenses and damages or liabilities which any of them may suffer or incur and which are caused by or arise from any inaccuracy in, breach or misrepresentation by the Purchaser of, any such representations, warranties and covenants. The Purchaser undertakes to immediately notify the Company of any change in any statement or other information relating to the Purchaser set forth herein or in an Investor Certificate, as the case may be, that takes place prior to the Closing Date.

(g)

The sale and delivery of the Units to the Purchaser is conditional upon such sale being exempt from the requirement to file a prospectus or registration statement or to prepare and deliver an offering memorandum or similar document under any applicable statute relating to the sale of the Units or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or preparing and delivering an offering memorandum or similar document. The Purchaser further acknowledges and agrees that the Company may be required to provide applicable securities regulatory authorities with a list setting forth the identities of the beneficial purchasers of the Units and that the Purchaser will provide, on request, particulars as to the identity of such beneficial purchasers as may be required by the Company in order to comply with the foregoing.

(h)

The Purchaser and, if the person signing this subscription is acting as agent for a disclosed principal, such agent acknowledge and consent to the fact that the Company is collecting the Purchaser’s, and, if applicable, such agent’s personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time), for the purpose of completing this Subscription Agreement. The Purchaser and, if the person signing this subscription is acting as agent for a disclosed principal, such agent acknowledge and consent to the Company retaining such personal information for as long as permitted or required by law or business practices. The Purchaser and, if the person signing this subscription is acting as agent for a disclosed principal, such agent further acknowledges and consents to the fact that the Company may be required by the Securities Laws, the rules and policies of any stock exchange or the rules of the Investment Industry Regulatory Organization of Canada to provide regulatory authorities, stock exchanges or marketplaces with any personal information provided by the Purchaser or, if applicable, such agent in this Subscription Agreement. The Purchaser and, if the person signing this subscription is acting as agent for a disclosed principal, such agent represent and warrant that it has the authority to provide the consents and acknowledgements set out in this Subsection 5.1(h). In addition to the foregoing, the Purchaser and, if the person signing this subscription is acting as agent for a disclosed principal, such agent acknowledge and agree that the Company may use and disclose the Purchaser’s and, if applicable, such agent’s personal information, and consents thereto, as follows:

(i)

for internal use with respect to managing the relationships between and contractual obligations of the Company and the Purchaser;

(ii)

for use and disclosure for income tax related purposes, including without limitation, where required by law, disclosure to the Canada Revenue Agency;

(iii)

disclosure to stock exchanges, marketplaces and securities regulatory authorities and other regulatory bodies having jurisdiction with respect to approval or acceptance for filing of the Offering, reports of trades and similar stock exchange, marketplace or regulatory filings;

(iv)

disclosure to a governmental or other authority to which the disclosure is required by court order or subpoena compelling such disclosure and where there is no reasonable alternative to such disclosure;

(v)

disclosure to professional advisers of the Company in connection with the performance of their professional services;

(vi)

disclosure to any person where such disclosure is necessary for legitimate business reasons;

(vii)

disclosure to a court determining the rights of the parties under this Subscription Agreement; or

(viii)

for use and disclosure as otherwise required or permitted by law.

(i)

The Purchaser is aware of the characteristics of the Units and the risks relating to an investment therein and agrees that the Purchaser must bear the economic risk of his, her or its investment in the Units.

(j)

The Purchaser has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of the Purchaser’s proposed investment in the Units.

(k)

This subscription is conditional upon its acceptance by the Company and the Subscription Agreement is conditional upon the acceptance of the Offering for filing by the Exchange.

(l)

The Purchaser is aware that (i) the Company may complete additional financings in the future in order to develop the Company’s business and to fund its ongoing development, (ii) there is no assurance that such financings will be available and, if available, on reasonable terms, (iii) any such future financings may have a dilutive effect on the Company’s securityholders, including the Purchaser, and (iv) if such future financings are not available, the Company may be unable to fund its on-going development and the lack of capital resources may result in the failure of the Company’s business.

(m)

A placement agent’s fee or finder’s fee may be payable by the Company to [the Placement Agent / Sprott Global Resource Investments, Ltd. (the “ Placement Agent ”)] or any finder, as applicable, who introduces a purchaser to the Company and such person’s Subscription Agreement is accepted by the Company.

(n)

The Purchaser is aware that the Offering is not subject to a minimum aggregate subscription amount, and the Company may close the Offering for less than the maximum aggregate amount indicated or may increase the size of the Offering.

6. Resale Restrictions and Legending of Securities

6.1	In addition to the acknowledgements given in Article 5 hereof, the Purchaser acknowledges that the Units (or any securities underlying the Units or that may be issued in connection with the Units) will be subject to statutory resale restrictions.

6.2

The Purchaser acknowledges that the Common Shares and Warrants and, if any Warrants are exercised prior to the expiry of the statutory resale restrictions, any Warrant Shares, will have attached to them whether through the electronic deposit of CDS, an ownership statement issued under a direct registration system or other electronic book-entry system, or on certificates that may be issued, as applicable, legends setting out the resale restrictions under applicable Securities Laws and required by the Exchange substantially in the following form and with the information completed:

(a)

Canadian restrictive legends:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE.]”

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (THE “TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX.”

(b)

U.S. restrictive legend (the “U.S. Legend”):

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY STATE SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF SILVER BULL RESOURCES, INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, (C) PURSUANT TO RULE 904 OF REGULATION S OF THE 1933 ACT, IF AVAILABLE, AND PURSUANT TO LOCAL LAWS AND REGULATIONS, (D) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT, IN THE CASE OF (C), (D) OR (E), THE HOLDER HAS DELIVERED TO THE COMPANY AND THE REGISTRAR AND TRANSFER AGENT AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY AND THE REGISTRAR AND TRANSFER AGENT TO SUCH EFFECT.”

6.3

The Purchaser acknowledges that the Units are being offered pursuant to an exemption from the registration requirements of the 1933 Act pursuant to Regulation S or Regulation D under the 1933 Act. The Purchaser further acknowledges that the Units (or any securities underlying the Units or that may be issued in connection with the Units) have not been registered under the 1933 Act or the securities laws of any State of the United States and that the Company does not intend to register any of the Units (or any securities underlying the Units or that may be issued in connection with the Units) under the 1933 Act or the securities laws of any state of the United States and has no obligation to do so. The Units may not be offered or sold to a U.S. Person or a person in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such requirements are available.

6.4

In the case of a sale of the Common Shares or the Warrant Shares by the Purchaser made pursuant to either (A) the provisions of Rule 144 of the 1933 Act; or (B) an effective registration statement under the 1933 Act, the Company shall, at the Company’s own cost, use commercially reasonable efforts to cause the transfer agent to remove the U.S. Legend and deliver unlegended share certificates to the Purchaser within three trading days following the delivery by the Purchaser to the Company or the Company’s transfer agent of a share certificate endorsed with the U.S. Legend. If the Company’s transfer agent fails to deliver an unlegended share certificate within such three trading day period, the Company will indemnify the Purchaser [(other than U.S. investors that are (i) brokers employed by the Placement Agent or its affiliates or (ii) one of the Exploration Capital Limited Partnerships managed by the Placement Agent or its affiliates)] for any damages and costs incurred as a result thereof, provided that: (i) such indemnity shall not extend to any lost profits of the Purchaser; and (ii) the aggregate amount of such indemnity in respect of any one legend removal shall not exceed US$5,000. For greater clarity, if, in the case of a sale pursuant to, and subject to satisfaction of the conditions required by, (A) or (B) above, the Company or the Company’s transfer agent requires a legal opinion to remove the U.S. Legend from any certificates representing the Common Shares or the Warrant Shares as contemplated in this Section, the Company shall use commercially reasonable efforts to cause its legal counsel to deliver such legal opinion at the Company’s expense.

6.5

If, at any time before the first anniversary of the expiry of the Warrants, the Company determines to prepare and file with the United States Securities and Exchange Commission (the “ SEC ”) a registration statement relating to an offering for the Company’s own account or the account of others under the 1933 Act of any of its equity securities, other than a registration statement on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver to the Purchaser a written notice of such determination and, if within 15 days after the date of the delivery of such notice, the Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of the Common Shares or the Warrant Shares issued or issuable to the Purchaser (and any securities issued or then issuable upon any stock split, dividend or other distribution, capitalization or similar event with respect to the foregoing) (collectively, the “ Registrable Securities ”) that the Purchaser requests to be registered, but the Company shall not be required to register any Registrable Securities that (i) are eligible for resale pursuant to Rule 144 of the 1933 Act, and (ii) would continue to be eligible for resale pursuant to Rule 144 of the 1933 Act if the Company ceased to comply with the current information requirements of Rule 144(c).

7. Company’s Representations and Warranties

7.1	The Company hereby represents and warrants to, and covenants with, the Purchaser, which representations, warranties and covenants shall survive the Closing, that as at the execution date of this Subscription Agreement and the Closing Date:

(a)

the Company is a valid and subsisting corporation duly incorporated and in good standing under the Nevada Revised Statutes and each subsidiary representing 10% or more of the Company’s consolidated assets or revenues (a “ Material Subsidiary ”) is a valid and subsisting corporation duly created and in good standing under the laws of the jurisdictions in which it exists with respect to all acts necessary to maintain its corporate existence;

(b)

all of the issued and outstanding shares in the capital of each Material Subsidiary have been duly authorized and validly issued, are fully paid and are directly or indirectly beneficially owned by the Company, free and clear of any liens, none of the outstanding securities of any Material Subsidiary was issued in violation of the pre-emptive or similar rights of any security holder of such subsidiary and there are no options, warrants, purchase rights, or other contracts or commitments that could require the Company to sell, transfer or otherwise dispose of any securities of any Material Subsidiary;

(c)

prior to the Closing, neither the Company nor any Material Subsidiary will have taken any steps to terminate its existence, to amalgamate or merge into another corporation, to continue into any other jurisdiction or to otherwise change its corporate existence and will not have received any notice or other communication from any person or governmental authority indicating that there exists any situation which could result in the termination of its existence;

(d)

the Company and each Material Subsidiary is not insolvent, and no acts or proceedings have been taken by or against it in connection therewith, the Company has not received any notice in respect of, and the Company and each Material Subsidiary is not in the course of, liquidation, winding-up, dissolution, bankruptcy or reorganization;

(e)

the Company and each Material Subsidiary has all requisite corporate power and capacity to possess its assets and to conduct its business as now carried on by it or proposed to be carried on by it;

(f)

the Company and each Material Subsidiary is duly qualified and registered or licensed to carry on business in the jurisdictions in which it is required to be so registered or licensed to carry on business or own property or assets and, to the Company’s knowledge, is carrying on its business and owns its property and assets, in all material aspects, in accordance with all applicable laws, regulations and other requirements and has not received any notice of a breach thereof which would have a material adverse effect on the Company, except where it is in good faith attempting to remedy such breach or contesting such notice;

(g)

neither the Company nor any Material Subsidiary is a party to any actions, suits or proceedings which could materially affect its business or financial condition, and no such actions, suits or proceedings have been threatened or, to the Company’s knowledge, are pending, except as disclosed in the Public Record (for the purposes hereof, “Public Record” means all documents containing information regarding the Company, including the Company’s audited annual and unaudited interim financial statements for the last two financial years (collectively the “ Financial Statements ”) filed by the Company with various Canadian securities commissions and are available on the System for Electronic Document Analysis and Retrieval (SEDAR) website at www.sedar.com and the United States Securities and Exchange Commission is available on the Electronic Data Gathering and Retrieval (EDGAR) website at www.sec.gov);

(h)

the Company is the beneficial owner of the properties, business and assets or the interests in the properties, business and assets disclosed in the Public Record, all agreements by which the Company holds an interest in a property, business or asset are in good standing according to their terms except as disclosed in the Public Record or where any such default would not have a material adverse effect on the Company;

(i)

the Public Record and the representations contained in this Agreement are accurate in all material respects and omit no fact, the omission of which would make the filings comprising the Public Record or such representations misleading in light of the circumstances in which such statements or representations were made;

(j)

there is no “material fact” or “material change” (as those terms are defined in applicable Securities Laws) affecting the Company that has not been generally disclosed to the public (without restricting the statutory definition of such terms, a “material fact” is a fact that would reasonably be expected to have a significant effect on the market price or value of the Company’s securities and “material change” is a change (or a decision to implement a change) in the business, operations or capital of the Company that would reasonably be expected to have a significant effect on the market price or value of its securities);

(k)

the Financial Statements accurately reflect the financial position of the Company as at the date thereof and have been properly prepared in accordance with accounting principles generally accepted in the United States of America;

(l)

no material adverse change in the Company’s financial position has taken place since the date of the latest balance sheet contained in the Financial Statements, except as disclosed in the Public Record;

(m)

all tax returns, reports, elections, remittances and payments of the Company and its Material Subsidiaries required by applicable laws have been filed or made, except where the Company is contesting in good faith any re-assessments of its taxes payable thereunder, and are true, complete and correct except where the failure to make such filing, election, or remittance and payment shall not have a material adverse effect on the Company or its business;

(n)

the Company has all requisite corporate power and authority to issue and sell the Units and to execute, deliver and perform its obligations under this Agreement;

(o)

the Company has complied, and will comply, with all applicable corporate and securities laws and regulations in connection with the offer, sale and issuance of the Units;

(p)

the execution and delivery of this Agreement, the offer, sale and issuance of the Units, and the delivery of the certificates representing them, by the Company do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of its constating documents or any agreement or instrument to which the Company is a party;

(q)

this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action on the part of the Company and, subject to acceptance by the Company, this Agreement constitutes a valid obligation of the Company legally binding upon it and enforceable in accordance with its terms subject to such limitations and prohibitions in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and interests of creditors generally;

(r)

upon issue and delivery at the Closing, the Common Shares comprising the Units will be validly issued as fully paid and non-assessable and the Warrants will be validly issued and the certificates representing such Common Shares and Warrants will be validly delivered;

(s)

at the Closing, the Warrant Shares will have been duly allotted and reserved for issuance and, when issued upon the due exercise of the Warrants, will be duly issued as fully paid and non-assessable Common Shares;

(t)

to the Company’ knowledge, neither the Company nor its subsidiaries, nor to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company and its subsidiaries, including but not limited to Canada’s Corruption of Foreign Public Officials Act and the United States Foreign Corrupt Practices Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary: (A) to any government official, whether directly or through any other person, for the purpose of influencing any act or decision of a government official in his or her official capacity, inducing a government official to do or omit to do any act in violation of his or her lawful duties, securing any improper advantage, inducing a government official to influence or affect any act or decision of any governmental authority, or assisting any representative of the Company or its subsidiaries in obtaining or retaining business for or with, or directing business to, any person; or (B) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage, and neither the Company nor its subsidiaries nor to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company, a subsidiary or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any governmental authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws;

(u)

none of the Company, its affiliates, or , to the Company’s knowledge, any person acting on their behalf (other than the Placement Agent or any finder, as to whose activities no representations or warranties are made) has engaged or will engage in any form of “general solicitation” or “general advertising” (as those terms are used in Regulation D), including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or other form of telecommunications, including electronic display, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising in the United States in connection with the Offering;

(v)

none of the Company, its affiliates or, to the Company’s knowledge, any person acting on its or their behalf (other than the Placement Agent or any finder, as to whose activities no representations or warranties are made) has made or will make any “directed selling efforts” (as such term is defined in Regulation S under the 1933 Act) in the United States with respect to the Offering and, without limiting such definition, “directed selling efforts” generally means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the securities being offered and includes placing an advertisement in a publication “with a general circulation in the United States” that refers to the offering of securities being made in reliance upon Regulation S under the 1933 Act;

(w)

no order ceasing or suspending trading in the Units nor prohibiting sale of the Units has been issued to, and is outstanding against, the Company or its directors, officers or promoters and, to the Company’s knowledge, no investigations or proceedings for such purposes are pending or threatened;

(x)

the Company will apply to, and use commercially reasonable efforts to obtain the listing of the Common Shares issuable under the Offering on, the Exchange;

(y)

the Company is a reporting issuer under Securities Laws in British Columbia, Alberta and Ontario, and the Company is not in default in any material respect of any requirement of such Securities Laws;

(z)

the Common Shares are listed for trading on the Exchange and the Company is not in default in any material respect of any requirement of the Exchange;

(aa)

the Company’s registrar and transfer agent for its Common Shares has been duly appointed; and

(bb)

there shall not be any consents, approvals, authorizations, orders or agreements of any stock exchanges, securities commissions or similar authorities, governmental agencies or regulators, courts or any other persons which may be required for the issuance of the Units and the delivery of certificates representing the Units to the Purchaser, not obtained and not in effect on the date of delivery of such certificates;

(cc)

it will reserve or set aside sufficient shares in its treasury to issue the Common Shares and Warrant Shares; and

(dd)

no general solicitation or general advertising with respect to the sale of the Units offered hereby or of any of the securities of the Company has been made or is being made in relation to or in conjunction with the distribution pursuant to the Offering.

7.2	The Company shall perform and carry out all of the acts and things to be completed by it as provided in this Subscription Agreement.

8. General

8.1	Time shall, in all respects, be of the essence hereof.

8.2	All references herein to monetary amounts are to lawful money of the Canada, unless indicated otherwise.

8.3	The headings contained herein are for convenience only and shall not affect the meaning or interpretation hereof.

8.4

Except as expressly provided for in this Subscription Agreement and in the agreements, instruments and other documents provided for, contemplated or incorporated herein, this Subscription Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understandings. This Subscription Agreement may be amended or modified in any respect by written instrument only.

8.5

The terms and provisions of this Subscription Agreement shall be binding upon and enure to the benefit of the Purchaser, the Company and their respective successors and assigns; provided that, except as herein provided, this Subscription Agreement shall not be transferable or assignable by any party without the written consent of the other.

8.6	This Subscription Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein and the parties hereto hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of British Columbia.

8.7	This Subscription Agreement is intended to and shall take effect on the date of acceptance of the subscription by the Company, notwithstanding its actual date of execution or delivery by any of the parties hereto, and shall be dated for reference as of the date of such acceptance by the Company.

8.8

The Company shall be entitled to rely on delivery of a facsimile or electronic copy of an executed subscription and acceptance by the Company of such subscription shall be legally effective to create a valid and binding Agreement between the Purchaser and the Company in accordance with the terms hereof.

8.9	The Purchaser acknowledges and agrees that all costs incurred by the Purchaser (including any fees and disbursements of counsel retained by the Purchaser) relating to the sale of the Units to the Purchaser shall be borne by the Purchaser.

8.10

The Purchaser acknowledges that the Purchaser has consented to and requested that all documents evidencing or relating in any way to the issuance of the Units be drawn up in the English language only. Le soussigne reconnait par les presentes avoir consenti et exige que tous les documents faisant foi ou se rapportant de quelque maniere a la vente des titres offerts soient rediges en anglais seulement.

8.11

Each of the parties hereto upon the request of the other parties hereto, whether before or after the Closing, shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assurances as reasonably may be necessary or desirable to complete, better evidence, or perfect the transactions contemplated herein.

9. Method of Payment

Payment for the Units subscribed for (the “ Subscription Amount ”) must accompany this subscription and shall be paid by wire transfer (which subscription amount shall include any wire transfer fees payable) to:

Canadian Dollars

Beneficiary bank:

Beneficiary bank address:

Transit #:

Institution #:

SWIFT:

Beneficiary name:

Beneficiary account:

Intermediary bank

Bank name:

SWIFT:

ABA:

Canadian Clearing Code

10. Execution

This Subscription Agreement may be executed in any number of counterparts and may be executed and delivered by facsimile or other electronic means, all of which when taken together and so delivered shall be deemed to be one and the same original document.

APPENDIX I

INVESTOR CERTIFICATE

(CANADIAN INVESTORS)

Reference is made to the subscription agreement between Silver Bull Resources, Inc. (the “ Company ”) and the undersigned (the “ Purchaser ”) of which this Appendix I – Investor Certificate, once executed, forms a part (the “ Subscription Agreement ”). Upon execution of this Investor Certificate by the Purchaser, this Investor Certificate shall be incorporated into and form a part of the Subscription Agreement. For purposes hereof, certain definitions are included below for convenience.

In addition to the covenants, representations and warranties contained in the Subscription Agreement, the undersigned Purchaser represents, warrants and certifies to the Company that the Purchaser is purchasing as principal and qualifies to purchase under National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), or otherwise, by reason of the fact that the Purchaser falls into one or more of the subparagraphs set out below, the Purchaser having initialled the applicable subparagraph or subparagraphs, and is:

If the Purchaser is not an individual, is subscribing for CDN$150,000 or more and is an entity not created or used solely to purchase or hold securities, please complete Section I – Minimum CDN$150,000 Investment below.

II.

If the Purchaser does not meet the requirements of Section I but is a non-individual Accredited Investor, please make the appropriate selection under Section II – Non-Individual Accredited Investor below.

III.

If the Purchaser does not meet the requirements of Section I but is an individual Accredited Investor, please make the appropriate selection under Section III – Individual Accredited Investor below.

IV.

If none of the above applies, please make the appropriate selection under Section IV – Employees, Officers, Directors and Consultants below.

I. MINIMUM CDN$150,000 INVESTMENT

______

(a)

A non-individual purchaser purchasing securities having an acquisition cost of not less than CDN$150,000 paid in cash and was not created or used solely to purchase or hold securities in reliance on the exemption from the dealer registration requirement or prospectus requirement available under section 2.10 of NI 45-106;

II. NON-INDIVIDUAL ACCREDITED INVESTOR

______

(a)

except in Ontario, a Canadian financial institution, or a Schedule III bank;

______

(b)

except in Ontario, the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);

______

(c)

except in Ontario, a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;

______

(d)

except in Ontario, a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer;

______

(e)

an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d);

______

(e.1)

an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);

______

(f)

except in Ontario, the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada;

______

(g)

except in Ontario, a municipality, public board or commission in Canada or a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;

______

(h)

except in Ontario, a national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or an agency of that government;

______

(i)

except in Ontario, a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada;

______

(j)

an investment fund that distributes or has distributed its securities only to;

(i)

a person that is or was an accredited investor at the time of the distribution;

(ii)

a person that acquires or acquired securities in the circumstances referred to in sections 2.10 of NI 45-106 [ Minimum amount investment ], and 2.19 of NI 45-106 [ Additional investment in investment funds ], or

(iii)

a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 of NI 45-106 [ Investment fund reinvestment ];

______

(k)

an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator, or, in Québec, the securities regulatory authority has issued a receipt;

______

(l)

a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be;

______

(m)

a person acting on behalf of a fully managed account ¹ managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;

_____________________

¹ A “fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction.

______

(n)

a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;

______

(o)

a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors;

Note: if the Purchaser chooses to select this category, please complete the following:

I, ___________________________________, am an authorized signatory of above the Purchaser and confirm that all owners of interest of the Purchaser are Accredited Investors and the Purchaser has done the necessary investigations to verify that fact.

______

(p)

an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser;

______

(q)

a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accreted investor’s former spouse.

III.	INDIVIDUAL ACCREDITED INVESTOR

______

(a)

an individual who, either alone or with a spouse, ² beneficially owns, directly or indirectly, financial assets ³ having an aggregate realizable value that before taxes, but net of any related liabilities ³ (“Net Financial Assets”), exceeds CDN$1,000,000;

Note: if the Purchaser chooses to select this category, please complete the Risk Acknowledgement Form for Accredited Investors who are Individuals at Appendix I-A hereto

______

(a.1)

an individual who beneficially owns financial assets ³ having an aggregate realizable value that, before taxes but net of any related liabilities ³ (“Net Financial Assets”), exceeds CDN$5,000,000;

______

(b)

an individual whose net income before taxes (“Net Income”) exceeded CDN$200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse ² exceeded CDN$300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;

² For the purposes of this certificate, the term “spouse” means an individual who (i) is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada) from the other individual, (ii) is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or (iii) in Alberta, is an individual referred to in clause (i) or (ii) above, or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta).

³ For the purposes of this certificate, “Financial Assets” means cash, securities, or any contract of insurance or deposit or evidence thereof that is not a security for the purposes of securities legislation, and (ii) “Related Liabilities” means liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets and liabilities that are secured by financial assets.

Note: if the Purchaser chooses to select this category, please complete the Risk Acknowledgement Form for Accredited Investors who are Individuals at Appendix I-A hereto

______

(c)

an individual who, either alone or with a spouse ² , has net assets ⁴ of at least CDN$5,000,000;

Note: if the Purchaser chooses to select this category, please complete the Risk Acknowledgement Form for Accredited Investors who are Individuals at Appendix I-A hereto

______

(d)

a person, other than an individual or investment fund, that has net assets ⁴ of at least CDN$5,000,000 as shown on its most recently prepared financial statements;

IV. EMPLOYEES, OFFICERS, DIRECTORS AND CONSULTANTS

______

(a)

an employee, executive officer, director or consultant of the Company;

______

(b)

an employee, executive officer, director or consultant of a related entity of the Company; or

______

(c)

a permitted assign of a person referred to in paragraphs (a) or (b).

___________________

⁴ For the purposes of this question, “net assets” means the value of the total assets of the purchaser less the value of the total liabilities.

The representations, warranties, statements and certifications made in this Certificate are true and accurate as of the date of this Certificate and will be true and accurate as of the Closing and the Purchaser acknowledges that this certificate is incorporated into and forms part of the subscription agreement to which it is attached. If any such representation, warranty, statement or certification becomes untrue or inaccurate prior to the Closing, the undersigned Purchaser shall give the Company immediate written notice thereof.

DATED , 2016.


		Name of Purchaser [Please Print]

Witness (If Purchaser is an individual)		Signature of Purchaser or Authorized Signatory of Purchaser

Name of Witness [Please Print]		Name and Office of Authorized Signatory of Purchaser [Please Print]

		Address of Purchaser

Definitions

In this Investor Certificate, the following definitions are included for convenience:

“ affiliate ” means an issuer connected with another issuer because

(a) one of them is the subsidiary of the other, or

(b) each of them is controlled by the same person;

“ director ” means

(a)

a member of the board of directors of a company or an individual who performs similar functions for a company; and

(b)

with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company;

“ executive officer ” means, for an issuer, an individual who is

(a)

a chair, vice-chair or president,

(b)

a vice-president in charge of a principal business unit, division or function including sales, finance or production, or

(c)

performing a policy-making function in respect of the issuer;

“ financial assets ” means

(a)

cash,

(b)

securities, or

(c)

a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation

“ foreign jurisdiction ” means a country other than Canada or a political subdivision of a country other than Canada;

“ jurisdiction ” means a province or territory of Canada except when used in the term foreign jurisdiction;

“ permitted assign ” means, for a person that is an employee, executive officer, director or consultant of an issuer or of a related entity of the issuer,

(a)

a trustee, custodian, or administrator acting on behalf of, or for the benefit of the person,

(b)

a holding entity of the person,

(c)

a registered retirement savings plan or registered retirement income fund of the person,

(d)

a spouse of the person,

(e)

a trustee, custodian, or administrator acting on behalf of, or for the benefit of the spouse of the person,

(f)

a holding entity of the spouse of the person, or

(g)

a registered retirement savings plan or registered retirement income fund of the spouse of the person;

“ person ” includes

(a)

an individual,

(b)

a corporation,

(c)

a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and

(d)

an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative;

“related entity” means, for an issuer, a person that controls or is controlled by the issuer or that is controlled by the same person that controls the issuer;

“ Schedule III bank ” means an authorized foreign bank named in Schedule III of the Bank Act (Canada);

“ spouse ” means, an individual who,

(a)

is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual;

(b)

is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender; or

(c)

in Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta);

“ subsidiary ” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary; and

“ voting security ” means any security which:

(a)

is not a debt security; and

(b)

carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

APPENDIX II

(U.S. INVESTORS)

Reference is made to the subscription agreement between Silver Bull Resources, Inc. (the “ Company ”) and the undersigned (the “ Purchaser ”) of which this Appendix II – Investor Certificate, once executed, forms a part (the “ Subscription Agreement ”). Upon execution of this Investor Certificate by the Purchaser, this Investor Certificate shall be incorporated into and form a part of the Subscription Agreement.

In addition to the covenants, representations and warranties contained in the Subscription Agreement, the undersigned Purchaser represents, warrants and certifies to the Company that the Purchaser is purchasing as principal and qualifies to purchase as an accredited investor pursuant to Regulation D under the Securities Act of 1933 (“ 1933 Act ”). The undersigned certifies as follows (check all that apply):

____________I am a natural person (including an IRA (Individual Retirement Account) owned by such person) whose individual net worth, or joint net worth with my spouse, exceeds US$1,000,000. For purposes of this item, “net worth” means the excess of total assets at fair market value (including personal and real property, but excluding the estimated fair market value of a person’s primary home) over total liabilities. Total liabilities excludes any mortgage on the primary home in an amount of up to the home’s estimated fair market value as long as the mortgage was incurred more than 60 days before the date the securities are purchased, but includes (i) any mortgage amount in excess of the home’s fair market value and (ii) any mortgage amount that was borrowed during the 60-day period before the closing date for the sale of securities for the purpose of investing in the securities.

____________ I am a natural person (including an IRA (Individual Retirement Account) owned by such person) who had individual income exceeding US$200,000 in each of the last two calendar years and I have a reasonable expectation of reaching the same income level in the current calendar year. For purposes of this item, “income” means annual adjusted gross income, as reported for federal income tax purposes, plus (i) the amount of any tax-exempt interest income received; (ii) the amount of losses claimed as a limited partner in a limited partnership; (iii) any deduction claimed for depletion; (iv) amounts contributed to an IRA or Keogh retirement plan; (v) alimony paid; and (vi) any gains excluded from the calculation of adjusted gross income pursuant to the provisions of Section 1202 of the Internal Revenue Code of 1986, as amended.

____________ I am a natural person (including an IRA (Individual Retirement Account) owned by such person) who had joint income with my spouse exceeding US$300,000 in each of the last two calendar years and I have a reasonable expectation of reaching the same income level in the current calendar year, as defined above. For the purposes of this item, “income” has the meaning set forth above

____________ I am currently a director, executive officer or general partner of the Company, or a director, executive officer or general partner of a general partner of the Company. For purposes of this item, “executive officer” means the president; any vice president in charge of a principal business unit, division or function, such as sales, administration or finance; or any other person or persons who perform(s) similar policymaking functions for the Company.

____________ The undersigned is a bank as defined in Section 3(a)(2) of the 1933 Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the United States Exchange Act of 1934, as amended or any insurance company as defined in Section 2(a)(13) of the U.S. Securities Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of US$5,000,000; any employee benefit plan within the meaning of the Title 1 of the United States Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of US$5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.

____________ The undersigned is a private business development corporation as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940.

____________ The undersigned is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, corporation, Massachusetts or similar business trust, limited liability company or partnership with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the securities offered, and whose purchase is directed by a person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the investment.

____________ The undersigned is a revocable trust (i) with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the securities offered, and whose trustee has such knowledge and experience in financial and business matters that the trustee is capable of evaluating the merits and risks of the investment, or (ii) whose the trustee or co-trustee is a bank, insurance company, registered investment company, business development company, or small business investment company, or (ii) that may be amended or revoked at any time by its settlors (creators), the tax benefits of investments made by the trust pass through to the settlors, and each settlor is an “accredited investor” under the first paragraph above.

____________ The undersigned is an entity in which all of the equity owners are accredited investors.

DATED , 2016.


		Name of Purchaser [Please Print]

Witness (If Purchaser is an individual)		Signature of Purchaser or Authorized Signatory of Purchaser

Name of Witness [Please Print]		Name and Office of Authorized Signatory of Purchaser [Please Print]

		Address of Purchaser

Exhibit 10.2

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY OR ANY SECURITY ACQUIRED UPON ITS EXERCISE IN CANADA BEFORE NOVEMBER [●], 2016.

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY STATE SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF SILVER BULL RESOURCES, INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, (C) PURSUANT TO RULE 904 OF REGULATION S OF THE 1933 ACT, IF AVAILABLE, AND PURSUANT TO LOCAL LAWS AND REGULATIONS, (D) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT, IN THE CASE OF (C), (D) OR (E), THE HOLDER HAS DELIVERED TO THE COMPANY AND THE REGISTRAR AND TRANSFER AGENT AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY AND THE REGISTRAR AND TRANSFER AGENT TO SUCH EFFECT.

SILVER BULL RESOURCES, INC.

WARRANT CERTIFICATE

Certificate No: 2016-[ ● ]
Number of Warrants: [●]	Date: July [●], 2016

THIS CERTIFIES THAT , for value received, [●] ( the “ Holder ”) is the registered holder of [●] warrants (each a “ Warrant ”) to purchase shares of common stock, US$0.01 par value per share (“ Common Stock ”), of Silver Bull Resources, Inc. (the “ Company ”). Each Warrant shall entitle the Holder, subject to the terms and conditions set forth in this certificate (this “ Warrant Certificate ”), to acquire from the Company one fully paid and non-assessable share of Common Stock (a “ Warrant Share ”) on payment of CDN$0.16 per share of Common Stock (the “ Exercise Price ”), all subject to adjustment as hereinafter provided, at any time commencing on the date hereof (the “ Effective Date ”) and continuing up to 4:00 p.m. (Vancouver time) on July [●], 2019 (the “ Time of Expiry ”); provided that if, commencing on November [●], 2016, the closing price of the Common Stock of the Company on the TSX (as defined below) is higher than CDN$0.30 for 20 consecutive trading days, then on the 20th consecutive trading day (the “ Acceleration Trigger Date ”) the expiry date of the warrants may be accelerated to the 20th trading day after the Acceleration Trigger Date by the issuance, within three trading days of the Acceleration Trigger Date, of a news release announcing such acceleration.

1.	Exercise of Warrants .

1.1 Election to Purchase.

The rights evidenced by this Warrant Certificate may be exercised by the Holder in whole or in part at any time commencing on the Effective Date, and continuing up to the Time of Expiry and in accordance with the provisions hereof. The exercise may be effected by providing to the Company at its offices at Suite 1610, 777 Dunsmuir Street, Vancouver, B.C. V7Y 1K4, Canada (or such other address as may be notified in writing by the Company) (i) a duly completed and executed election to exercise form in substantially the form attached as Exhibit “1” hereto (the “ Election to Exercise ”) and (ii) payment of the Exercise Price by a certified cheque, bank draft or money order payable at par to the order of the Company, or by wire or electronic funds transfer to an account designated by the Company, in each case in the amount of the aggregate Exercise Price for the number of shares of Common Stock specified in the Election to Exercise. Such exercise shall be effective upon the personal delivery to, or if sent by mail or other means of transmission upon actual receipt by, the Company of a duly completed and executed Election to Exercise and the Exercise Price for the number of shares of Common Stock specified in the Election to Exercise (the “ Exercise Date ”).

1.2 Cashless Exercise.

If, at the time of exercise of the Warrant, the Company is no longer an issuer subject to the reporting requirements of Section 13(a) or 15(d) of the United States Securities Exchange Act of 1934, as amended, then the Warrant may be exercised by means of a “cashless exercise” (the “ Cashless Exercise Right ”), whereby the Holder shall be entitled to receive that number of Warrant Shares resulting from the following formula:

Where:

A = the Current Market Price per Share (as defined below) immediately preceding the date on which the Holder elects to exercise the Warrant by means of the Cashless Exercise Right.

B = the then applicable exercise price of the Warrant.

X = the number of Warrant Shares that would otherwise have been issuable had the Holder elected to exercise the Warrant by means of a cash exercise.

1.3 Partial Exercise.

If the Holder subscribes for a lesser number of shares of Common Stock than may be subscribed for pursuant to this Warrant Certificate, the Company shall, contemporaneously with the issuance of the certificates representing the Common Stock issuable on the exercise of the Warrants so exercised, issue to the Holder, without charge, a Warrant Certificate on identical terms in respect of that number of shares of Common Stock in respect of which the Holder has not exercised the rights evidenced by this Warrant Certificate.

1.4 Issuance of Common Stock.

The Company shall, as soon as possible after the Exercise Date, issue the number of shares of Common Stock specified in the Election to Exercise. The Common Stock issuable upon the exercise of the Warrants shall be deemed to have been issued and the person or persons to whom such Common Stock is to be issued shall be deemed to have become the holder or holders of record of such Common Stock on the Exercise Date.

1.5 Certificates.

As promptly as practicable after the Exercise Date (but no later than three business days following the Exercise Date), the Company shall issue and deliver or cause to be delivered to the Holder, registered in the name of the Holder, at the address specified therein, or, if not so specified in the Election to Exercise, cause to be held for collection by the Holder at the address of the Company as set out in subsection 1.1 (or at such additional place as may be decided by the Company from time to time and notified in writing to the Holder), certificates for that number of shares of Common Stock specified in the Election to Exercise, a replacement Warrant Certificate, if any, and a cheque representing the Fractional Cash Consideration (as defined below), if any.

1.6 Fractional Shares of Common Stock.

Fractional shares of Common Stock shall not be issued upon the exercise of any Warrants. The Holder shall be entitled to cash compensation in lieu of fractional shares of Common Stock of an amount in cash (the “ Fractional Cash Consideration ”) equal (computed in the case of a fraction of a cent to the next lower cent) to the value of the fractional share of Common Stock, in each case calculated on the basis of the Current Market Price per Share at the date of exercise of such Warrant.

2.	Anti-Dilution Protection .

2.1 Definitions.

For the purposes hereof, the words and terms defined below shall have the respective meanings specified therefor in this subsection 2.1:

(i)

“ Current Market Price per Share ”, at any date, means the price per share of Common Stock (denominated in Canadian dollars based, if necessary, on the noon rate of exchange as reported by the Bank of Canada) equal to the VWAP for the five trading-days preceding such date (i) on the TSX, or (ii) if the Common Stock is not traded on the TSX, on any other recognized stock exchange, or (iii) if the Common Stock is not traded on a recognized stock exchange, on the over-the-counter market. If the Common Stock is not then traded in the over-the-counter market or on a recognized stock exchange, the Current Market Price of the Common Stock shall be the fair market value of the Common Stock as determined in good faith by the board of directors of the Company after consultation with an internationally recognized investment dealer or investment banker;

(ii)

“ director ” means a director of the Company from time to time and reference herein to an “ action by the directors ” means an action by the directors of the Company as a board or, whenever duly empowered, an action by a committee of directors;

(iii)

“ Dividends Paid in the Ordinary Course ” means dividends paid on the Common Stock in any fiscal year of the Company in cash, provided that the amount of such dividends does not in such fiscal year exceed 50% of the consolidated net income of the Company before extraordinary items for the period of 12 consecutive months ended immediately prior to the first day of such fiscal year less the amount of all cash dividends payable on all shares ranking prior to or on a parity with the Common Stock in respect of the payment of dividends (such consolidated net income, extraordinary items and dividends to be shown in the audited consolidated financial statements of the Company for such period of 12 consecutive months or if there are no audited consolidated financial statements for such period, computed in accordance with generally accepted accounting principles, consistent with those applied in the preparation of the most recent audited consolidated financial statements of the Company);

(iv)

“ recognized stock exchange ” means a stock exchange or quotation system recognized by the Canadian Securities Administrators;

(v)

“ TSX ” means the Toronto Stock Exchange; and

(vi)

“ VWAP ”, for any period, means the volume weighted average trading price of the Common Stock, calculated by dividing the total value by the total volume of Common Stock traded for the trading days included in the relevant period.

2.2 Adjustments.

The Exercise Price and the number of shares of Common Stock issuable upon exercise of the Warrants will be subject to adjustment from time to time upon the occurrence of any of the events and in the manner provided as follows:

(a)

If and whenever at any time prior to the Time of Expiry the Company shall:

(i)

declare a dividend or make a distribution on the Common Stock payable in Common Stock (or securities exchangeable for or convertible into Common Stock)

(ii)

subdivide, redivide or change the outstanding Common Stock into a greater number of shares of Common Stock; or

(iii)

reduce, combine or consolidate the outstanding Common Stock into a lesser number of shares of Common Stock,

(any of such events in paragraphs (i), (ii) or (iii) above being called a “ Common Stock Reorganization ”), then effective immediately after the record date or effective date, as the case may be, at which the holders of Common Stock are determined for the purposes of the Common Stock Reorganization, the Exercise Price shall be adjusted to a price determined by multiplying the applicable Exercise Price in effect on such effective date or record date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such effective date or record date before giving effect to such Common Stock Reorganization and the denominator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such Common Stock Reorganization (including, in the case where securities exchangeable for or convertible into Common Stock are distributed, the number of additional shares of Common Stock that would have been outstanding had such securities been exchanged for or converted into Common Stock immediately after giving effect to such Common Stock Reorganization).

(b)

If and whenever at any time prior to the Time of Expiry the Company shall fix a record date for the issuing of rights, options or warrants to all or substantially all of the holders of the Common Stock entitling them for a period expiring not more than forty-five (45) days after such record date (the “ Rights Period ”) to subscribe for or purchase Common Stock (or securities convertible into or exchangeable for Common Stock) at a price per share (or having a conversion or exchange price per share) which is less than 95% of the Current Market Price per Share as of three days prior to the record date for such issue (any of such events being called a “ Rights Offering ”), then effective immediately after the end of the Rights Period the Exercise Price shall be adjusted to a price determined by multiplying the applicable Exercise Price in effect at the end of the Rights Period by a fraction the numerator of which shall be the sum of:

(i)

the number of shares of Common Stock outstanding as of the record date for the Rights Offering; and

(ii)

a number determined by dividing (A) either (i) the product of the number of shares of Common Stock issued or subscribed during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering and the price at which such Common Stock is offered, or (ii) as the case may be, the product of the number of shares of Common Stock for or into which the convertible or exchangeable securities offered during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering are exchangeable or convertible and the exchange or conversion price of the convertible or exchangeable securities so issued, by (B) the Current Market Price per Share as of three days prior to the record date for the Rights Offering, and

the denominator of which shall be the number of shares of Common Stock outstanding (including the number of shares of Common Stock actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering) or which would be outstanding upon the conversion or exchange of all convertible or exchangeable securities issued during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering, as applicable, in each case after giving effect to the Rights Offering.

In order to give effect to the provisions of subsection 2.2(e) in the circumstances described below, if the Holder shall have exercised its right to purchase Common Stock during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period therefor, in addition to the Common Stock to which it is otherwise entitled upon such exercise, then the Holder shall be entitled to that number of additional shares of Common Stock equal to the result obtained when the difference, if any, between the Exercise Price in effect immediately prior to the end of such Rights Offering and the Exercise Price, as adjusted for such Rights Offering pursuant to this subsection 2.2(b), is multiplied by the number of shares of Common Stock issued upon exercise of the Warrants held by the Holder during such period, and the resulting product is divided by the Exercise Price, as adjusted for such Rights Offering pursuant to this subsection 2.2(b). Such additional shares of Common Stock shall be deemed to have been issued to the Holder immediately following the end of the Rights Period and a certificate for such additional shares of Common Stock shall be delivered to the Holder within 10 business days following the end of the Rights Period.

(c)

If and whenever at any time prior to the Time of Expiry the Company shall fix a record date for the payment, issue or distribution to all or substantially all of the holders of the Common Stock of (i) a dividend, (ii) any property, cash or assets (including evidences of indebtedness), or (iii) rights, options, warrants, or other securities (including, without limitation, securities convertible into or exchangeable for Common Stock), and such payment, issue or distribution does not constitute a Dividend Paid in the Ordinary Course, a Common Stock Reorganization or a Rights Offering (any of such non-excluded events being herein called a “ Special Distribution ”), the Exercise Price shall be adjusted effective immediately after such record date to a price determined by multiplying the applicable Exercise Price in effect on such record date by a fraction:

(i)

the numerator of which shall be:

(1)

the product of the number of shares of Common Stock outstanding on such record date and the Current Market Price per Share as of three days prior to such record date; less

(2)

the aggregate fair market value, as determined by action by the directors (whose determination shall be conclusive) and subject to the prior approval of the TSX and any other stock exchange or market on which the Common Stock may be listed or traded, to the holders of the Common Stock of such dividend, property, cash, assets, rights, options, warrants or other securities so paid, issued or distributed less the aggregate fair market value, as determined by action of the directors (whose determination shall be conclusive) and subject to the prior approval of the TSX and any other stock exchange or market on which the Common Stock may be listed or traded, of the consideration, if any, received therefor by the Company, and

(ii)

the denominator of which shall be the number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price per Share as of three days prior to such record date.

Such adjustment shall be made successively whenever such a record date is fixed. To the extent that such payment, issuance or distribution is not so made, the Exercise Price shall be readjusted effective immediately to the Exercise Price which would then be in effect based upon such payment, issuance or distribution actually made.

(d)

If and whenever at any time prior to the Time of Expiry there shall be a reorganization, reclassification or other change of Common Stock at any time outstanding or change of the Common Stock into other shares or into other securities (other than a Common Stock Reorganization), or a consolidation, amalgamation, arrangement or merger of the Company with or into any other corporation or other entity, or a sale, lease, exchange or transfer of all or substantially all of the undertaking or assets of the Company to another person in which the holders of Common Stock are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “ Capital Reorganization ”), if the Holder exercises its right to subscribe for and purchase Common Stock pursuant to the exercise of the Warrants after the effective date of such Capital Reorganization then the Holder shall be entitled to receive, and shall accept for the same aggregate consideration in lieu of the number of shares of Common Stock to which the Holder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property, including cash, which it would have received as a result of such Capital Reorganization had the Holder exercised its right to acquire Common Stock immediately prior to the effective date or record date, as the case may be, of the Capital Reorganization and had the Holder been the holder of such Common Stock on such effective date or record date, as the case may be.

(e)

If determined appropriate by the directors, acting reasonably, and subject to any required prior approval of the TSX and any other stock exchange or market on which the Common Stock may be listed or traded, appropriate adjustments shall be made in the application of the provisions set forth in this subsection 2.2, with respect to any shares, other securities or other property, including cash, deliverable upon the exercise of any Warrant. Any such adjustments shall be made by and set forth in an agreement supplemental hereto approved by action by the directors, acting reasonably, and shall for all purposes be conclusively deemed to be appropriate adjustments.

(f)

If and whenever at any time prior to the Time of Expiry there shall occur a Common Stock Reorganization which results in an adjustment to the Exercise Price pursuant to the provisions of this subsection 2.2, the number of shares of Common Stock issuable (at the adjusted Exercise Price) upon the exercise of Warrants shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of shares of Common Stock theretofore issuable on the exercise thereof by a fraction, the numerator of which shall be the applicable Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the applicable Exercise Price resulting from such adjustment.

(g)

In case the Company after the date of issue of the Warrants shall take any action affecting the Common Stock, other than action described above in this subsection 2.2, which in the opinion of the directors, acting reasonably, would materially affect the rights of the Holder and/or the acquisition rights of the Holder, then that number of shares of Common Stock which are to be received upon the exercise of the Warrants shall be adjusted in such manner, if any, and at such time, by action of the directors, acting reasonably, as they may determine to be equitable to the Holder in the circumstances, but subject in all cases to any necessary regulatory approval, including the prior consent of the TSX and any other stock exchange or market on which the Common Stock may be listed or traded.

2.3 Rules.

For the purposes of subsection 2.2 hereof, any adjustment shall be made successively whenever an event referred to therein shall occur, subject to the following provisions:

(a)

no adjustment to the Exercise Price shall be required unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment in the number of shares of Common Stock issuable upon exercise of the Warrants will be required to be made unless the cumulative effect of such adjustment or adjustments would change the number of shares of Common Stock issuable upon the exercise of a Warrant by at least one share of Common Stock and, for greater clarity, any adjustment which, except for the qualification of this section, would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, however, that in no event shall the Company be obligated to issue fractional shares of Common Stock or fractional interests in Common Stock upon exercise of a Warrant;

(b)

if a dispute shall at any time arise with respect to adjustments to the Exercise Price or the number of shares of Common Stock issuable pursuant to the exercise rights represented by a Warrant, such disputes shall be conclusively determined by the Company’s auditors or, if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action by the directors and any such determination shall, absent manifest or clerical error, be conclusive evidence of the correctness of any adjustments made; and

(c)

if the Company shall set a record date to determine the holders of its Common Stock for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights, options or warrants and shall thereafter and before the distribution to such shareholders of any such dividend, distribution or subscription or purchase rights legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of shares of Common Stock issuable upon exercise of the Warrants shall be required by reason of the setting of such record date.

2.4 Taking of Actions.

As a condition precedent to the taking of any action which would require an adjustment pursuant to subsection 2.2 hereof, the Company shall take any action that may, in the opinion of counsel, be necessary in order that the Company may validly and legally issue as fully paid and non-assessable all of the shares of Common Stock which the Holder is entitled to receive in accordance with the provisions of this Warrant Certificate.

2.5 Notice.

At least 10 business days prior to the effective date or record date, as the case may be, of any event that requires or that may require an adjustment in any of the exercise rights of the Holder under this Warrant Certificate, including the number of shares of Common Stock that may be acquired under this Warrant Certificate, the Company shall deliver to the Holder a certificate of the Company specifying the particulars of such event and, if determinable, the required adjustment and the computation of such adjustment. In case any adjustment for which a certificate has been given is not then determinable, the Company shall promptly after such adjustment is determinable deliver to the Holder a certificate of the Company showing how such adjustment was computed. The Company hereby covenants and agrees that the register of transfers and share transfer books for the Common Stock shall be open during normal business hours for inspection by the Holder, and that the Company will not take any action which might deprive the Holder of the opportunity of exercising the rights of subscription contained in this Warrant Certificate, during such 10 business day period.

3.	Covenants by the Company .

The Company hereby covenants and agrees as follows:

(a)

it will reserve and there will remain unissued out of its authorized capital, solely for the purpose of issuing upon the exercise of the Warrants, a sufficient number of shares of Common Stock to satisfy the rights of acquisition provided for in this Warrant Certificate;

(b)

all shares of Common Stock issued upon exercise of the right to purchase provided for herein shall, upon payment of the Exercise Price therefor, be duly authorized and issued as fully paid and non-assessable shares of Common Stock;

(c)

it will make all requisite filings under applicable securities legislation in connection with the issuance of Common Stock upon exercise of the Warrants;

(d)

it will at all times, so long as any of the Warrants evidenced by this Warrant Certificate remain outstanding use its reasonable commercial efforts to do and cause to be done all things necessary to maintain its status as a reporting issuer not in default under the laws of the Provinces of British Columbia, Alberta and Ontario; and

(e)

it will at its expense and as expeditiously as possible, use its reasonable commercial efforts to cause all shares of Common Stock issuable upon the exercise of the Warrants to be duly listed on the TSX and/or any other recognized stock exchange upon which the Common Stock may be then listed prior to the issuance of such shares.

4.	Representations and Warranties of the Company .

The Company hereby represents and warrants that:

(a)

it is duly authorized and has all necessary corporate power and authority to create and issue the Warrants evidenced hereby and the Common Stock issuable upon the exercise of the Warrants;

(b)

this Warrant Certificate has been duly executed and the Warrants evidenced hereby represent valid, legal and binding obligations of the Company enforceable in accordance with their terms, and the Company has the power and authority to issue this certificate and to perform each of its obligations as herein contained; and

(c)

the execution and delivery of this Warrant Certificate by the Company are not, and the issuance of the Common Stock upon exercise of the Warrants in accordance with the terms hereof, will not be, inconsistent with the Company’s constating documents, and do not and will not contravene any provision of, or constitute a default under, any applicable law or any indenture, mortgage, contract or other instrument of which the Company is a party or by which it is bound.

5.	Transfer of Warrants .

The Warrants are non-transferable.

6.	Replacement .

Upon receipt of evidence satisfactory to the Company, acting reasonably, of the loss, theft, destruction or mutilation of this Warrant Certificate, the Company shall issue and deliver to the Holder a replacement certificate containing the same terms and conditions as this Warrant Certificate.

Expiry .

The Warrants shall expire and all rights to purchase Common Stock hereunder shall cease and become null and void at the Time of Expiry.

Time .

Time shall be of the essence of this Warrant Certificate.

9.	Governing Law .

This Warrant Certificate and its application and interpretation shall be governed by and interpreted and construed in accordance with the laws of the State of Nevada.

10.	Legends on Common Stock .

Any certificate representing Common Stock issued upon the exercise of the Warrants prior to the date that is four months and a day after the Effective Date, will bear the following legend:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE NOVEMBER [●], 2016.

Any certificate representing Common Stock issued upon the exercise of the Warrants will bear the following U.S. restrictive legend (the “ U.S. Legend ”) and Canadian restrictive legend:

U.S. Legend

Canadian Restrictive Legend

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (THE “TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX.

provided that in the case of a sale of the Warrant Shares by the Holder made pursuant to either (A) the provisions of Rule 144 of the United States Securities Act of 1933 (the “ 1933 Act ”); or (B) an effective registration statement under the 1933 Act, the Company shall, at the Company’s own cost, use commercially reasonable efforts to cause the transfer agent to remove the U.S. Legend and deliver unlegended share certificates to the Holder within three trading days following the delivery by the Holder to the Company or the Company’s transfer agent of a share certificate endorsed with the U.S. Legend. If the Company’s transfer agent fails to deliver an unlegended share certificate within such three trading day period, the Company will indemnify the Holder (other than U.S. investors that are (i) brokers employed by Sprott Global Resource Investments, Ltd. (the “ Placement Agent ”) or its affiliates or (ii) one of the Exploration Capital Limited Partnerships managed by the Placement Agent or its affiliates) for any damages and costs incurred as a result thereof, provided that: (i) such indemnity shall not extend to any lost profits of the Holder; and (ii) the aggregate amount of such indemnity in respect of any one legend removal shall not exceed US$5,000. For greater clarity, if, in the case of a sale pursuant to, and subject to satisfaction of the conditions required by, (A) or (B) above, the Company or the Company’s transfer agent requires a legal opinion to remove the U.S. Legend from any certificates representing the Warrant Shares as contemplated in this section 10, the Company shall use commercially reasonable efforts to cause its legal counsel to deliver such legal opinion at the Company’s expense.

11.	Amendments .

Any alteration, amendment or revision to this Warrant Certificate may only be made by a written agreement between the Company and the Holder.

12.	Miscellaneous Interpretation Matters .

(a)

The division of this Warrant Certificate into sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof.

(b)

Unless otherwise expressly provided or unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

(c)

The use of the words, “includes” or “including” shall be deemed to mean “includes, without limitation”, or “including, without limitation”, as applicable, in each case whether or not they are in fact followed by such words or words of like import.

(d)

For the purposes hereof, “business day” means any day except Saturday, Sunday or a statutory holiday in Vancouver, British Columbia and, if any period expires or any day on which any action is to be taken under this Warrant Certificate falls on a day which is not a business day, it shall be deemed to refer to the next business day.

13.	Severability .

If any covenant or provision herein or any portion hereof is determined to be void, unenforceable or prohibited by the law of any province or the local requirements of any provincial or federal government authority, such shall not be deemed to affect or impair the validity of any other covenant or provision herein or a portion thereof, as the case may be, nor the validity of such covenant or provision or a portion thereof, as the case may be, in any other jurisdiction.

14.	Enurement .

This Warrant Certificate and all of its provisions shall enure to the benefit of the Holder and its successors or personal representatives and shall be binding upon the Company, its successors and permitted assigns.

15.	Language .

The parties hereto acknowledge and confirm that they have requested that this Warrant Certificate as well as all notices and other documents contemplated hereby be drawn up in the English language.

16.

General .

This Warrant Certificate is not valid for any purpose whatsoever unless and until it has been signed by or on behalf of the Company. The holding of the Warrants evidenced by this Warrant Certificate shall not be construed as conferring upon the Holder any right or interest whatsoever as a shareholder of the Company nor entitle the Holder to any right or interest in respect thereof except as expressly provided in this Warrant Certificate. The Company will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all other acts, deeds and assurances in law as may be reasonably required for better accomplishing and effecting the intentions and provisions of this Warrant Certificate.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

IN WITNESS WHEREOF , the Company has caused this Warrant Certificate to be executed by its duly authorized officer.

DATED as of the _____ day of July, 2016.

	SILVER BULL RESOURCES, INC.

	Name: Sean Fallis Title: Chief Financial Officer

EXHIBIT “1”

Election to Exercise

The undersigned hereby irrevocably elects to exercise the number of the Warrants of Silver Bull Resources, Inc. set out below for the number of shares of Common Stock as set forth below:

(i)

Number of Warrants to be exercised:

(ii)

Number of shares of Common Stock:

(iii)

Exercise Price:

(iv)

Aggregate Purchase Price [(ii) multiplied by (iii)]:

and hereby tenders a certified cheque, bank draft or cash, or immediately available funds by wire or electronic funds transfer, for such aggregate purchase price, and directs such Common Stock to be registered and certificates therefor to be issued as directed below.

DATED this day of , 201___.

Per:____________________________________

Direction as to Registration

Name of Registered Holder: _____________________________________

Address of Registered Holder: _____________________________________

_____________________________________

July 7, 2016

SILVER BULL RESOURCES, INC.

Suite 1610, 777 Dunsmuir Street

Vancouver, BC V7Y 1K4

Canada

Attention: Tim Barry

Chief Executive Officer

Dear Sirs:

Re: Provision of Placement Agent Services for your Private Placement

This letter (the “ Agreement ”) confirms the terms on which Sprott Global Resource Investments, Ltd., a California limited partnership (“ SGRIL ” or the “ Placement Agent ”), agrees to provide services as a placement agent (the “ Services ”) in respect of a private placement (the “ Placement ”) by Silver Bull Resources, Inc. (the “ Company ”) of up to 3,340,000 units (the “ Units ”) at a price of C$ 0.15 per Unit for proceeds of up to C$ 501,000.

SGRIL understands that:

(a)	the common shares of the Company (the “ Common Shares ”) are listed on the Toronto Stock Exchange (the “ Exchange ”);

(b)	each Unit will consist of one Common Share (a “ Unit Share ”) and one non-transferable share purchase warrant (a “ Warrant ”) entitling the purchase of one Common Share (a “ Warrant Share ”) for three years from the closing of the Placement (the “ Closing ”) at a price of C$ 0.16;

(c)

if, commencing on the fourth month after the Closing, the closing price of the Common Shares on the Exchange is higher than C$ 0.30 for any 20 consecutive trading day period then on the 20 ^th consecutive trading day of any such period (the “ Acceleration Trigger Date ”) the expiry date of the Warrants may be accelerated to the 20 ^th trading day after the Acceleration Trigger Date by the issuance, within three trading days of the Acceleration Trigger Date, of a news release announcing such acceleration;

(d)

if, at the time of exercise of the Warrant, the Company is no longer an issuer subject to the reporting requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, of the United States of America (the “ Exchange Act ”), then the Warrant may be exercised by means of a Cashless Exercise Right in the same manner as the Compensation Warrants (as described and defined below); and

SILVER BULL RESOURCES, INC.

July 7, 2016

Page 2 of 19

(e)	the Placement is subject to the approval of the Exchange.

The Placement is further described in the attached Term Sheet and any terms set out in the Term Sheet but not in this Agreement shall be incorporated into, and form a part of, this Agreement. In the event of a discrepancy between the terms of this Agreement and the Term Sheet, this Agreement shall govern.

Description of Services

The Services shall include:

(a)

locating and introducing to the Company potential qualified investors (“ Investors ”) in the United States of America, its states, territories and possessions, and the District of Columbia (collectively, the “ United States ”) and outside of the United States and Canada with whom the Placement Agent has pre-existing business relationships and who the Placement Agent reasonably believes are qualified to participate in the Placement who might be willing to purchase Units on an exempt private placement basis;

(b)	facilitating communication between the Company and the Investors and arranging for the Investors to receive, or directing them where to obtain, corporate and business related information of the Company from the Company’s website, SEDAR and EDGAR;

(c)	introducing the Investors to the Company’s management and, if requested, assisting the Investors in completing a subscription agreement in the form provided by the Company to SGRIL for the Placement (“ Subscription Agreement ”); and

(d)	gathering and forwarding the completed Subscription Agreements and the funds therefor to the Company to hold such funds, in trust, pending the Closing.

The Placement Agent shall provide the Services in compliance with all applicable laws and regulations. The Company shall be under no obligation to accept subscriptions for Units from all or any of the Investors introduced by the Placement Agent.

Relationship between the Parties

The Company acknowledges and confirms that:

(a)	the Placement Agent shall not have any liability to the Company if it is unable to locate any, or a sufficient number of, purchasers for the Placement;

(b)	there is no agreement, commitment, arrangement or understanding pursuant to which the Placement Agent will act as advisor in respect of the Placement or in respect of a subsequent offering of securities of the Company; and

(c)

the Placement Agent shall not bear any responsibility or assume any liability for any statements made by the Company to the Investors in connection with the Placement, including the accuracy of any representations made by the Company to any Investors in the Subscription Agreements provided by the Company.

SILVER BULL RESOURCES, INC.

July 7, 2016

Page 3 of 19

Placement Agent’s Fee and Expenses

In consideration of the Services, the Placement Agent will, in respect of Units purchased by Investors introduced by, or whose subscriptions are attributable to the efforts of, the Placement Agent (excluding any Units that may be purchased by the Placement Agent), be:

(a)	paid a fee equal to 6.0% of the proceeds from such Units; and

(b)

issued that number of non-transferable warrants (“ Compensation Warrants ”) as is equal to 6.0% of the number of such Units, each Compensation Warrant entitling the Placement Agent to purchase, for two years from the Closing and subject to the same acceleration provisions as the Warrants, one Warrant Share at a price equal to the greater of C$ 0.15 and the five day volume weighted average trading price preceding notice of the Placement to the Exchange.

(collectively, the “ Placement Agent’s Fee ”)

For the avoidance of doubt, the Placement Agent will not be entitled to any Placement Agent’s Fee in connection with a subscription from any Investor not introduced to the Company by the Placement Agent. As of the date hereof, the Company anticipates that one investor not introduced to the Company by the Placement Agent will participate in the Placement, which investor is an entity organized in the British Virgin Islands. The Placement Agent acknowledges that the payment of the Placement Agent’s Fee is subject to the approval of the Exchange.

The Placement Agent’s Fee will be paid, issued and delivered on or promptly after the Closing as directed in writing or e-mail by the Placement Agent.

If, at the time of exercise of the Compensation Warrant, the Company is no longer an issuer subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, then the Compensation Warrant may be exercised by means of a “cashless exercise” (the “ Cashless Exercise Right ”) whereby the Placement Agent shall be entitled to receive that number of Warrant Shares resulting from the following formula:

Where:

A =

the average closing price for the Common Shares as quoted on the Exchange for the five consecutive trading days immediately preceding the date on which the Placement Agent elects to exercise the Compensation Warrant by means of the Cashless Exercise Right.

B =

the then applicable exercise price of the Compensation Warrant.

X =

the number of Warrant Shares that would otherwise have been issuable had the Placement Agent elected to exercise the Compensation Warrant by means of a cash exercise.

Conduct of the Services

The Placement Agent acknowledges that the Units, Unit Shares, Warrants, Compensation Warrants and Warrant Shares have not been, and will not be, registered under the Securities Act of 1933, as amended, of the United States (the “ 1933 Act ”) or applicable state securities laws and may only be offered and sold in transactions not subject to, or pursuant to exemptions from, the registration requirements of the 1933 Act (and applicable state securities law). Accordingly, SGRIL shall restrict the Services to the location, identification and introduction to the Company of Investors who are:

SILVER BULL RESOURCES, INC.

July 7, 2016

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(a)

(i) resident in the United States, or a “U.S. person” (as defined in Rule 902(k) of Regulation S (“ Regulation S ”) under the 1933 Act; “ U.S. Person ”), (ii) purchasing for the account or benefit of a U.S. Person or person in the United States, or (iii) in the United States when they receive the initial offer of, or subscribe for, the Units, and SGRIL has reason to believe the Investors are in the United States, and each of such Investors in (i), (ii) and (iii) (collectively, “ U.S. Purchasers ”) is an “accredited investor” (as defined in Rule 501(a) of Regulation D (“ Regulation D ”) under the 1933 Act; an “ Accredited Investor ”) but the term “U.S. Purchasers” does not include persons excluded from the definition of U.S. Person pursuant to Rule 902(k)(2)(vi) of Regulation S or persons holding accounts excluded from the definition of U.S. Person pursuant to Rule 902(k)(2)(i) of Regulation S, solely in their capacities as holders of such accounts; or

(b)

outside of the United States and Canada, are not U.S. Purchasers and are able to purchase such securities in an “offshore transaction” (as such term is defined in Rule 902(h) of Regulation S; “ Offshore Transaction ”) in accordance with Rule 903 of Regulation S and applicable local securities laws (“ Offshore Purchasers ”).

Placement Agent’s Representations, Warranties and Covenants

The Placement Agent represents and warrants to, and covenants with, the Company that:

(a)	it is a validly created limited partnership with its head office at the address set out on the first page hereof;

(b)	the execution and delivery of and performance by the Placement Agent of this Agreement have been authorized by all necessary actions on the part of the Placement Agent;

(c)	this Agreement has been duly executed and delivered by the Placement Agent, and constitutes a legal, valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms;

(d)

the execution and delivery of and performance by the Placement Agent of this Agreement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event of condition) result in a breach or violation of or a conflict with, or allow any other person to exercise any rights under any of the terms or provisions of the Placement Agent’s constating documents or by-laws, if applicable, or any other contract, agreement, instrument, undertaking or covenant to which the Placement Agent is a party or by which it is bound;

(e)

it is, and during the course of the Placement it will remain, duly registered, and in good standing, as a broker-dealer with the United States Securities and Exchange Commission (the “ SEC ”) under the Exchange Act and applicable securities legislation in all states and other jurisdictions in the United States in which it is carrying out activities in connection with the Services and is, and during the course of the Placement will remain, a member in good standing with the Financial Industry Regulatory Authority, Inc. (“ FINRA ”) ;

(f)

none of the Placement Agent, any general partner or managing member, any director or executive officer of any of the foregoing, any other officer of any of the foregoing participating in the Placement, or any officer or other employee of the foregoing that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in the Placement are subject to any Disqualifying Event. For the purposes hereof, “ Disqualifying Event ” means any conviction, order, judgment, decree, suspension, expulsion, event or other matter set out in Rule 506(d)(1)(i) through (viii) of Regulation D that is currently in effect or which occurred within the periods set out in Rule 506(d)(1)(i) through (viii) and, without limiting the foregoing, includes criminal convictions, court injunctions or restraining orders, final orders of any state or federal regulator, SEC disciplinary orders, SEC cease-and-desist orders, SEC stop orders or orders suspending the Regulation A exemption, suspension or expulsion from membership in, or association with a member of, a self-regulatory organization (such as FINRA) or United States Postal Service false representation orders;

SILVER BULL RESOURCES, INC.

July 7, 2016

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(g)

it has had and shall maintain all business and professional licenses, registrations and permits necessary or appropriate, and agrees to obtain and maintain any such license, registration or permit that may hereafter become necessary or appropriate, under all applicable laws and regulations, and shall otherwise comply with all applicable laws and regulations to complete the Services;

(h)	it is neither an insider nor an affiliate of an insider of the Company through ownership of 10% or more of the outstanding Common Shares, on a partially diluted basis, and is arm’s length to the Company;

(i)	it shall make introductions only to Investors who SGRIL reasonably believes are qualified to participate in the Placement and are

(i)

U.S. Purchasers that SGRIL has a reasonable basis to believe, and does reasonably believe, are Accredited Investors and with whom SGRIL has pre-existing business relationships, or

(ii)

Offshore Purchasers, who will purchase the Units in an Offshore Transaction in accordance with Rule 903 of Regulation S and applicable local securities laws;

(j)	it shall carry out the Services in such a manner that

(i)

the exemptions from registration for the offer and sale of the securities in the Placement to U.S. Purchasers under Rule 506(b) of Regulation D and any applicable state securities laws (including the exemption from registration under applicable state securities laws provided by section 18(b)(4)(E) of the 1933 Act) or any order, rule or regulation promulgated thereunder are available,

(ii)

the exclusions from registration for the offer and sale of the securities in the Placement outside the United States to purchasers other than U.S. Purchasers are available under Regulation S, and

(iii)

complies with all applicable United States federal and state broker-dealer requirements and the laws of any other jurisdiction in which the Services may be carried out;

(k)	it has not and shall not offer or sell the Units in any manner constituting a “public offering”, as that term is used in section 4(a)(2) of the 1933 Act (a “US Public Offering”);

(l)	it has not and shall not

SILVER BULL RESOURCES, INC.

July 7, 2016

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(i)

offer to sell, or solicit an offer to buy, Units to, or for the account or benefit of, any U.S. Person or person in the United States, except as provided in this Agreement, or otherwise engage in or use any “general solicitation” or “general advertising” as such terms are used in Rule 502(c) of Regulation D (“General Solicitation or General Advertising”) such as any advertisement, article, notice, or other public communication mentioning the Placement, the Company or the Company’s securities nor in any manner involving a US Public Offering,

(ii)

publish in any newspaper, magazine or similar medium or on the Internet or broadcast over television, radio or the Internet any information regarding the Company, its securities or the Placement,

(iii)

host or participate in any seminar or meeting regarding the Placement whose attendees have been invited by General Solicitation or General Advertising, or

(iv)

take any other action that would be reasonably expected to result in the Placement not being exempt from registration under the 1933 Act or applicable state securities laws;

(m)

it has not made or engaged nor shall it make or engage in any Directed Selling Efforts in the United States regarding the Company, its securities or the Placement where “Directed Selling Efforts” means directed selling efforts as that term is defined in Rule 902(c) of Regulation S and which, in general terms involves, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose, or that could reasonably be expected to have the effect, of conditioning the market in the United States for any of the Units, Unit Shares, Warrants, Compensation Warrants or Warrant Shares, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the Internet, or broadcast over radio, television or the Internet that refers to the Placement;

(n)	it has not made and will not make any

(i)

representations concerning the Company or the Placement not authorized by the Company in writing, or

(ii)

untrue statement of a material fact concerning the Company nor omit to state a material fact required to be stated or necessary to make any statement not misleading concerning the Company;

(o)

it is both an Accredited Investor and an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions of the Canadian Securities Administrators and it will be acquiring the Units the Compensation Warrants as principal for its own account, for investment purposes only, and not for the benefit of any other person nor with a view to distribution or transfer in violation of the 1933 Act or applicable state securities laws; and

(p)	it will execute and return to the Company all documents which may be required by applicable securities laws and the policies of the Exchange in connection with the Placement or this Agreement.

All representations and warranties contained herein are accurate as of the date hereof and will be accurate as of the date of the Closing.

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July 7, 2016

Page 7 of 19

Company’s Representations, Warranties and Covenants

The Company represents and warrants to, and covenants with, the Placement Agent that:

(a)	it is a “domestic issuer”, as defined in Rule 902 of the 1933 Act ;

(b)

except with respect to offers and sales to U.S. Purchasers made in reliance upon the exemption from registration under Rule 506(b) of Regulation D, neither it nor, to the Company’s knowledge, any person acting on its behalf (other than the Placement Agent or any finder, for which no representation or warranty is made), has made or will make any

(i)

offer to sell, or any solicitation of an offer to buy, any Units to a U.S. Purchaser, or

(ii)

sale of Units unless, at the time the buy order was or will have been originated

(1)

the purchaser is not a U.S. Purchaser, or;

(2)

the Company and any person acting on its behalf reasonably believes that the purchaser is not a U.S. Purchaser;

(c)

neither it nor, to the Company’s knowledge, any person acting on its behalf (other than the Placement Agent or any finder, for which no representation or warranty is made) has, during the period beginning six months before the commencement of the Placement, or will, for the six months after the Closing, offer, sell or solicit any offer to buy any of its securities in a manner that would be integrated with the Placement and thereby cause the exemptions from registration set forth in Rule 506(b) of Regulation D or Rule 903 of Regulation S of the 1933 Act to become unavailable for the Placement, including engaging in any of the following activities in connection with any offer or sale of the Company’s securities that would be integrated with the Placement

(i)

any Directed Selling Efforts,

(ii)

any form of General Solicitation or General Advertising, or holding or participating in any seminar or meeting whose attendees have been invited by General Solicitation or General Advertising including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the Internet, or broadcast over radio, television or the Internet or any seminar or meeting whose attendees have been invited by General Solicitation or General Advertising, or

(iii)

acting in any manner that would constitute a US Public Offering;

(d)	neither the Company nor any of its predecessors or affiliates, have been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failing to comply with the provisions of Rule 503 of Regulation D;

(e)

to the best of the Company’s knowledge after reasonable investigation, none of the Company (including its predecessors or affiliated issuers), any director or executive officer, any non-executive officer participating in the Placement, any shareholder holding or controlling 20% or more of the Common Shares, any current promoter of the Company or any person (other than the Placement Agent, any finder and any person set out in paragraph (f) of the Placement Agent’s representations, warranties and covenants above, for which no representation or warranty is made) that has been or will be paid (directly or indirectly) for the solicitation of purchasers in the Placement (a “ Compensated Solicitor ”) and any general partner or managing member of any Compensated Solicitor or any executive officer, non-executive officer participating in the Placement, or director of any Compensated Solicitor or general partner or managing member of such Compensated Solicitor is subject to a Disqualifying Event;

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(f)	it is not now, and as a result of the sale of Units contemplated hereby will not be, required to be registered as an “investment company” as defined in the Investment Company Act of 1940, as amended, of the United States; and

(g)	all representations and warranties made by it in the Subscription Agreement are incorporated by reference herein and made to and for the benefit of the Placement Agent.

All representations and warranties contained herein are accurate as of the date hereof and will be accurate as of the date of the Closing.

Conditions of Closing

It shall be a condition precedent to the Closing, as it relates to Investors introduced by the Placement Agent, that:

(a)	the Company shall

(i)

prepare forms of the Subscription Agreement , the Warrant and Compensation Warrant certificates and any indentures and other agreements required in connection with the Placement, in consultation with the Placement Agent and its legal counsel, and

(ii)

deliver to the Placement Agent a certificate of an executive officer of the Company regarding various factual matters, in a form reasonably acceptable to the Placement Agent and its legal counsel;

(b)	the Placement Agent will provide a certificate, substantially in the form attached hereto, relating to the conduct of the Placement by it in the United States and to, and for the benefit of, the Company;

(c)	the U.S. Purchasers and Offshore Purchasers will have each provided a fully completed and duly executed Subscription Agreement and any other certificates contemplated therein; and

(d)	the Exchange shall have approved the Placement in respect of the subscriptions from Investors introduced by the Placement Agent.

Resale Restrictions and Legend Removal

The Placement Agent acknowledges that the Unit Shares, Warrants, Compensation Warrants and Warrant Shares will be:

(a)

“restricted securities” under the 1933 Act and the certificates representing such securities shall bear a restrictive legend to the effect that they have not been registered under the 1933 Act or state securities laws and can only be offered, resold or otherwise transferred (and with respect to any Warrants, exercised) under certain conditions (“ U.S. Legend ”); and

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(b)	subject to a four month restricted re-sale period in Canada and the certificates representing such securities shall bear a legend to that effect as required by National Instrument 45-102 Resale of Securities of the Canadian Securities Administrators (the “ NI 45-102 Legend ”).

The Placement Agent further acknowledges that the certificates representing such securities shall also bear the legend required by the Exchange (the “ Exchange Legend ”).

Commencing after four months from the Closing, the Company will promptly approve any requests to remove and use commercially reasonable efforts to cause the prompt removal of the NI 45-102 Legend and Exchange Legend from certificates evidencing the Unit Shares and Warrant Shares held by U.S. Purchasers, Offshore Purchasers and the Placement Agent.

In the case of a sale of the Warrant Shares by the Placement Agent made pursuant to either (A) the provisions of Rule 144 of the 1933 Act; or (B) an effective registration statement under the 1933 Act, the Company shall, at the Company’s own cost, use commercially reasonable efforts to cause the transfer agent to remove the U.S. Legend and deliver unlegended share certificates to the Placement Agent within three trading days following the delivery by the Placement Agent to the Company or the Company’s transfer agent of a share certificate endorsed with the U.S. Legend. If the Company’s transfer agent fails to deliver an unlegended share certificate within such three trading day period, the Company will indemnify the Placement Agent (other than U.S. Investors that are (i) brokers employed by the Placement Agent or its affiliates or (ii) one of the Exploration Capital Limited Partnerships managed by the Placement Agent or its affiliates) for any damages and costs incurred as a result thereof, but: (i) such indemnity shall not extend to any lost profits of the Placement Agent; and (ii) the aggregate amount of such indemnity in respect of any one legend removal shall not exceed US$ 5,000. For the avoidance of doubt, if, in the case of a sale pursuant to, and subject to satisfaction of the conditions required by, (A) or (B) above, the Company or the Company’s transfer agent requires a legal opinion to remove the US Legend from any certificates representing the Warrant Shares, the Company shall use commercially reasonable efforts to cause its legal counsel to deliver such legal opinion at the Company’s expense.

“Piggyback” Registration Rights

If, at any time before the first anniversary of the expiry of the Compensation Warrants, the Company determines to prepare and file with the SEC a registration statement relating to an offering for the Company’s own account or the account of others under the 1933 Act of any of its equity securities, other than a registration statement on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver to the Placement Agent a written notice of such determination and, if within 15 days after the date of the delivery of such notice, the Placement Agent shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Shares issued or issuable to the Placement Agent (and any securities issued or then issuable upon any stock split, dividend or other distribution, capitalization or similar event with respect to the foregoing) (collectively, the “ Registrable Securities ”) that the Placement Agent requests to be registered, but the Company shall not be required to register any Registrable Securities that (i) are eligible for resale pursuant to Rule 144 of the 1933 Act, and (ii) would continue to be eligible for resale pursuant to Rule 144 of the 1933 Act if the Company ceased to comply with the current information requirements of Rule 144(c). For the avoidance of doubt, the Investors will not receive, pursuant to the Placement, the Subscription Agreements or this Agreement, any demand registration rights that would otherwise entitle the Investors to require the Company to file a registration statement registering their securities.

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Indemnification

Except for indemnification relating to the failure to deliver an unlegended share certificate as provided in the last paragraph under “Resale Restrictions and Legend Removal” above, the Company shall indemnify the Placement Agent against any liabilities arising hereunder as set out on the attached Indemnity.

Termination by the Placement Agent

Without restricting any other rights in this Agreement and in addition to any other remedies which may be available to the Placement Agent in respect of any default, act or failure to act, or non-compliance with the terms of this Agreement by the Company, the Placement Agent shall be entitled to terminate and cancel, at its option and without any liability on its part, all of its obligations under this Agreement, by giving written notice to the Company at any time at or prior to the Closing, if:

(a)

any inquiry, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened, or any order or ruling is issued by any exchange or market, or any other regulatory or governmental authority (other than an inquiry, investigation or other proceeding based solely on the activities of the Placement Agent in connection with the Placement) which, in the opinion of the Placement Agent, would reasonably be expected to materially and adversely affect the Company or its business, on a consolidated basis, or its securities;

(b)	any law or regulation or moratorium, inquiry, investigation, proceeding, order, ruling, pursuant to any statute is promulgated or changed which, in the reasonable opinion of the Placement Agent

(i)

operates to prevent or materially restrict the distribution of the Units or the trading of the Common Shares ,

(ii)

would reasonably be expected to materially and adversely affect the Company, its business or its securities, including the market price or value of the Common Shares or the Units, or

(iii)

would reasonably be expected to materially impair the Company’s ability to perform the obligations contemplated in this Agreement;

(c)	in the reasonable opinion of the Placement Agent, there occurs or is discovered a material change or a change in any material fact or a new material fact arises that would reasonably be expected to

(i)

materially and adversely affect the Company, its business or its securities, including the market price or value of the Common Shares or the Units, or

(ii)

materially impair the Company’s ability to perform the obligations contemplated in this Agreement;

(d)

there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence, including without limiting the generality of the foregoing, any military conflict, civil insurrection, or any terrorist action (whether or not in connection with such conflict or insurrection), or any law or regulation which, in the reasonable opinion of the Placement Agent, materially and adversely affects or involves, or will materially adversely affect or involve, the Canadian or United States financial markets, or prevent or materially restrict the trading of the Common Shares or the distribution of the Units or may materially and adversely affect the Company, its business or its securities, including the market price or value of the Common Shares, or which could materially impair the Company’s ability to perform the obligations contemplated in this Agreement;

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(e)	the state of the financial markets is such that in the reasonable opinion of the Placement Agent, it would be unprofitable to offer or continue to offer the Units for sale;

(f)	the Company is in breach of any material term, condition or covenant of this Agreement, or any representation or warranty given by the Company in this Agreement becomes, is discovered to be or is materially false, and such material breach or such materially false representation

(i)

is in the reasonable opinion of the Placement Agent not capable of being cured prior to the Closing,

(ii)

would result in the failure of any condition precedent set out in this Agreement, or

(iii)

has not been rectified to the reasonable satisfaction of the Placement Agent within 48 hours of when the Placement Agent provides notice to the Company of the same; or

(g)	any order to cease trading in the Company’s securities is made or threatened by a Canadian or United States securities regulator.

Termination by the Company

Without restricting any other rights in this Agreement and in addition to any other remedies which may be available to the Company in respect of any default, act or failure to act, or non-compliance with the terms of this Agreement by the Placement Agent, the Company shall be entitled to terminate and cancel, at its option and without any liability on its part, all of its obligations under this Agreement, by giving written notice to the Placement Agent at any time at or prior to the Closing, if:

(a)

any inquiry, investigation or other proceeding (whether formal or informal) is commenced or announced, or any order or ruling is issued by any exchange or market, or any other regulatory or governmental authority based solely on the activities of the Placement Agent in connection with the Placement;

(b)	the Placement Agent is in material breach of any term, condition or covenant of this Agreement, or any representation or warranty given by the Placement Agent in this Agreement becomes, is discovered to be or is materially false, and such material breach or such materially false representation

(i)

is in the reasonable opinion of the Company not capable of being cured prior to the Closing,

(ii)

would result in the failure of any condition precedent set out in this Agreement, or

(iii)

has not been rectified to the reasonable satisfaction of the Company within two business days of when the Company provides notice to the Placement Agent of the same.

General Provisions

Survival of Representations and Warranties : The representations, warranties and covenants of the Company and Placement Agent will survive the Closing for a period of one year.

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Public Disclosure : The Company may make public disclosure of this Agreement and the Placement, and the Placement Agent consents to the filing by the Company of all documents and personal information concerning the Placement Agent provided in this Agreement required by applicable securities laws and the policies of the Exchange.

Regulatory Filings : The Company shall make all filings with respect to the Placement required to be made by the Company with the Exchange and with all applicable securities regulatory authorities in the United States and Canada and, in connection with Offshore Transactions, with any other regulatory authorities, each within the prescribed time limits and provide SGRIL with copies of all such filings and all receipts, acknowledgments and approvals from such regulatory authorities. SGRIL shall make all filings with respect to the Placement required to be made by SGRIL with FINRA and the SEC within the prescribed time limits and provide the Company with copies of all such filings and all receipts, acknowledgments and approvals from such regulatory authorities. The Company and the Placement Agent shall provide all information required by the other in order to make such filings.

Notices : Any notice under this Agreement will be given in writing and must be delivered or sent by facsimile or electronic communication (provided, if sent electronically, confirmation of delivery is received by the sender) and addressed to the party to which notice is to be given at the address of the party provided on the first page of this Agreement or such other address designated by the party in writing.

Governing Law : This Agreement shall be governed by and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein.

Effective Date : Notwithstanding the date of this Agreement or the date on which it was executed, this Agreement shall be effective as between the parties as of July 7, 2016.

Entire Agreement : This Agreement constitutes the entire agreement, and supersedes any prior understandings and agreements, between the parties with respect to its subject matter and there are no representations, warranties, forms, conditions, undertakings or collateral agreements, express implied or statutory between the parties other than as expressly set forth in this Agreement.

No Assignment : This Agreement may not be assigned by either party.

Amendments : This Agreement may be amended in writing with the mutual consent of both parties.

Time of the Essence : Time shall be of the essence of this Agreement.

Currency : Any references to “C$” means the lawful currency of Canada and to “US$” means the lawful currency of the United States.

Execution and Delivery : This Agreement may be executed in as many counterparts as necessary and delivered electronically, each of which will be deemed to be an original and all of which will constitute one agreement, effective as of the date on the first page hereof.

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July 7, 2016

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Acceptance

If the foregoing correctly reflects our agreement please sign below where indicated and return this page to SGRIL.

Yours truly,

SPROTT GLOBAL RESOURCE INVESTMENTS, LTD.

Per: /s/ Gretchen Carter

Gretchen Carter

CFO

ACKNOWLEDGED and AGREED as of the date of this Agreement

SILVER BULL RESOURCES, INC.

Per: /s/ Sean Fallis

Sean Fallis Chief Financial Officer

Name Position

Silver Bull Resources, Inc.

Brokered Private Placement – Term Sheet

July 5, 2016

Attention: Mr. Tim Barry

Director, President & CEO

The following term sheet (“ Term Sheet ”) outlines the general terms and conditions under which Sprott Global Resource Investments, Ltd. may act as a placement agent in a private placement offering of Units (hereinafter defined) by Silver Bull Resources, Inc. This Term Sheet has been prepared for information and discussion purposes and, except for this paragraph and the paragraph below relating to Jurisdiction (which shall be legally binding on the parties hereto), is not intended to be legally binding or to impose any obligation to negotiate definitive documentation or complete the Offering referred to herein or otherwise.

Issuer:	Silver Bull Resources, Inc. (the “ Corporation ”) Suite 1908, 925 West Georgia Street Vancouver, BC V6C 3L2

Offering:	Brokered private placement of up to 3,340,000 Units of the Corporation (C$ 501 ,000 ).

Unit Price:	C$ 0.15 per Unit.

Units:	Each Unit will consist of one common share in the capital of the Corporation (a “ Common Share ”) and one share purchase warrant (a “ Warrant ”).

Warrants:	Each Warrant will be non-transferable and entitle the purchase of one Common Share (a “ Warrant Share ”) for three years from the Closing Date at a price of C$ 0.16, subject to the Acceleration Provision (hereinafter defined).

Acceleration Provision:	If, commencing on the fourth month after the Closing Date, the closing price of the Common Shares on the TSX (as defined below) is higher than C$ 0.30 for 20 consecutive trading days then on the 20 ^th consecutive trading day (the “ Acceleration Trigger Date ”) the expiry date of the Warrants may be accelerated to the 20 ^th trading day after the Acceleration Trigger Date by the issuance, within three trading days of the Acceleration Trigger Date, of a news release announcing such acceleration.

Offering Basis:	Brokered private placement of Units to accredited investors (as defined in Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended (the “ 1933 Act ”)), in the United States pursuant to an exemption from the registration requirements of the 1933 Act and, with the consent of the Corporation, to eligible investors in other eligible foreign jurisdictions (other than Canada and the United States) pursuant to applicable private placement exemptions under applicable securities laws in such jurisdictions.

Placement Agent:	Sprott Global Resource Investments, Ltd.

Services:	Placement Agent shall use commercially reasonable efforts to locate and introduce to the Corporation potential subscribers to the Offering. The Corporation shall allow the Placement Agent and its legal counsel to participate in the preparation of the Subscription Agreement and the Warrant and Placement Agent Warrant certificates.

Closing Date:	July 13, 2016 or such other date or dates as the Corporation and the Placement Agent may agree.

Use of Proceeds:	The net proceeds from the Offering will be used for exploration activities on the Corporation’s assets and for general corporate purposes.

Resale Restrictions:	Pursuant to the National Instrument 45-102 Resale of Securities , all securities issued pursuant to the Offering shall be subject to a restricted resale period in Canada of four months commencing on the Closing Date. The securities issued pursuant to the Offering are not, and will not be, registered under the 1933 Act. Accordingly, securities acquired by United States buyers will be subject to additional restrictions on resale under the 1933 Act.


Listing:	The Common Shares are currently listed on the Toronto Stock Exchange (“ TSX ”) and trade on the OTCQB Venture Marketplace (“ OTCQB ”) under the symbol " SVB ” and “ SVBL ”, respectively. The Corporation will make an application to the TSX to list the Common Shares comprising the Units and the Warrant Shares, which listing will be conditionally approved prior to the Closing Date.

Placement Agent’s Fee:	6.0% cash commission on subscriptions from new investors introduced to the Corporation by the Placement Agent plus that number of Placement Agent’s Warrants (as defined and set forth below) subject to the rules of the TSX. The Placement Agent will not be entitled to any Placement Agent’s Fee or Placement Agent’s Warrants in connection with a subscription from any new investor not introduced to the Corporation by the Placement Agent. As of the date hereof, the Corporation anticipates that one investor not introduced to the Corporation by the Placement Agent will participate in the Offering, which investor is an entity organized in the British Virgin Islands.

Placement Agent’s Warrants:	On the Closing Date, the Corporation shall issue to the Placement Agent the number of non-transferable common share purchase warrants that equals 6.0% of the Units placed to new investors introduced to the Corporation by the Placement Agent. Each Placement Agent’s Warrant permits the purchase of one Warrant Share for two years from the Closing Date at the greater of the Unit Price and the five day VWAP preceding notice of the Offering to the TSX and is subject to the Acceleration Provision.

Placement Agent Agreement:	The Corporation will enter into a definitive placement agent agreement with the Placement Agent promptly after the execution of this Term Sheet and prior to the Closing Date. The Placement Agent Agreement shall include, without limitation, industry standard representations, warranties, covenants (including customary broker-dealer representations, warranties and covenants), conditions, and indemnities, and industry standard termination provisions including, without limitation, a disaster out, litigation out, regulatory out, market out, due diligence out and a material adverse change out customary for agreements of this nature, in each case exercisable prior to the Closing Date, which clauses shall commence upon acceptance of this Term Sheet. The Placement Agent will represent that none of it, any of its general partners or managing members, any director or executive officer of any of the foregoing, any other officer of any of the foregoing participating in the Offering, or any other officer or employee of any of the foregoing that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in the Offering is subject to any of the " Bad Actor " disqualifications provisions described in Rule 506(d) under the 1933 Act.

Subscription Agreements:	The terms and conditions governing the Offering and other matters related to the Offering will be set out in the Placement Agent Agreement and in the respective subscription agreements with purchasers of Units (“ Subscription Agreements” ). In the event of any discrepancy between the terms described herein and a Placement Agent Agreement and those contained in the Subscription Agreements, the Subscription Agreements will govern.

U.S. Legend Removal:	The U.S. restrictive legends will not be removed from any Common Shares or Warrant Shares held by a purchaser of the Units or the Placement Agent, except in connection with the sale of the Common Shares or Warrant Shares by the purchaser or the Placement Agent (as the case may be) pursuant to (A) Rule 144 under the 1933 Act; or (B) an effective registration statement under the 1933 Act with respect to the sale of the Common Shares or the Warrant Shares by the purchaser or the Placement Agent (as the case may be). At the Corporation’s cost and subject to the foregoing, the Corporation will use commercially reasonable efforts to cause its transfer agent to remove the U.S. restrictive legend and deliver unlegended share certificates to the purchaser or the Placement Agent (as the case may be) within three business days of presentation of a legended share certificate to it. If the transfer agent fails to deliver the unlegended share certificate within three business days, the Corporation will indemnify any U.S. investor (other than U.S. investors that are (i) brokers employed by the Placement Agent or (ii) one of the Exploration Capital Limited Partnerships managed by the Placement Agent or its affiliates) for any damages and costs incurred (other than loss of profits) as a result thereof. The aggregate amount of such indemnity in respect of any one legend removal shall not exceed US$ 5,000. Until the first anniversary of the expiration of the Warrants, the investors will be entitled to customary “piggyback” registration rights under the 1933 Act on any registration statement of the Corporation. For the avoidance of doubt, the investors will not receive demand registration rights that would otherwise entitle investors to require the Corporation to file a registration statement registering their securities.


Cashless Exercise of Warrants:	If at the time of exercise of Warrants or Placement Agent’s Warrants (as the case may be) the Corporation is no longer an issuer subject to the reporting requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, then the holder of such Warrants or Placement Agent’s Warrants (as the case may be) may exercise such warrants, in whole or in part, at such time by means of a “cashless exercise.”

Due Diligence:	Prior to the Closing Date, the Corporation shall allow and assist the Placement Agent and its legal counsel to conduct all reasonable due diligence investigations and provide the Placement Agent with written or oral due diligence responses (at the Placement Agent’s discretion) to formal due diligence questions, which the Placement Agent may reasonably require to fulfil its obligations as registrants in a private placement.

Jurisdiction:	This Term Sheet and all documentation associated with the Offering shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein and the parties hereto irrevocably attorn to the non-exclusive jurisdiction of the courts of the Province of British Columbia.

Press Releases:	Subject to meeting its obligations under applicable securities laws and requirements of the TSX and OTCQB, the Corporation will use reasonable commercial efforts to allow the Placement Agent to review and comment on all press releases associated with the Offering, and such comments shall be considered by the Corporation, acting reasonably. Sprott Global Resource Investments, Ltd. shall not be referenced in the press release as a placement agent in the Offering.

Regulatory Approvals:	The Offering and the terms thereof, including all Placement Agent’s Fees, will be subject to all necessary regulatory and corporate approvals, including approval of the TSX.

If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing this Term Sheet where indicated below and returning the same to the Placement Agent before 4:00 pm Vancouver time on July 6 ^th , 2016 upon which this letter as so accepted shall constitute a non-binding agreement between us with respect only to the matters specified in the first paragraph hereof but not otherwise.

Yours very truly,

SPROTT GLOBAL RESOURCE INVESTMENTS, LTD.
Per:	[ previously signed ]
Authorized Signatory

Agreed and accepted this 6 ^th day of July, 2016.

SILVER BULL RESOURCES, INC.
Per:	[ previously signed ]
Authorized Signatory

INDEMNITY

The Company hereby agrees to indemnify and hold the Placement Agent and each of the directors, officers, employees and shareholders of the Placement Agent (together called the “ Placement Agent’s Group ”) harmless from and against any and all expenses, losses (other than loss of profits), claims, actions, damages or liabilities, whether joint or several (including amounts paid in reasonable settlement of any actions, suits, proceedings or claims), and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and defending any claim that may be made against the Placement Agent’s Group or to which the Placement Agent’s Group may become subject or otherwise involved in any capacity insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based upon, directly or indirectly, any breach of a representation, warranty or covenant of the Company in this Agreement or the Subscription Agreement. This indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that:

(a)	any member of the Placement Agent’s Group has, in the course of such performance, been negligent or dishonest, engaged in willful misconduct, acted in bad faith or committed any fraudulent act; and

(b)	the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were directly caused by such negligence, dishonesty, willful misconduct, bad faith or fraud.

If any claim contemplated hereby is asserted against, or any potential claim contemplated hereby comes to the knowledge of, any member (the “ Indemnified Party ”) of the Placement Agent’s Group, the Indemnified Party shall notify the Company as soon as possible of the nature of such claim (but any failure or delay to so notify shall not affect the Company’s liability under this indemnity except to the extent that such failure or delay prejudices the rights of the parties in defending such claim or results in increased liability to the Indemnified Party or the Company) and the Company shall be entitled (but not required) to assume the defense on behalf of the Indemnified Party of any suit brought to enforce such claim. Any such defense shall be through legal counsel acceptable to the Indemnified Party and no admission of liability shall be made by the Company or the Indemnified Party without, in each case, the prior written consent of the Indemnified Party and the Company, respectively, such consent not to be unreasonably withheld. Any Indemnified Party shall have the right to employ separate counsel in any such suit and participate in the defense thereof and the fees and expenses of such counsel shall be at the expense of that Indemnified Party unless:

(a)

the Company fails to assume the defense of such suit on behalf of the Indemnified Party within a reasonable period of receiving notice of such suit and, in the absence of evidence to the contrary, the expiration of such period shall be deemed to occur on the second clear business day immediately preceding the date by which the Indemnified Party is required by law to take action (such as the filing of an appearance, notice or other document) in connection with defending such suit;

(b)	the employment of such counsel has been authorized in writing by the Company; or

(c)	the named parties to any such suit include both the Indemnified Party and the Company and the Indemnified Party has been advised by counsel that there may be one or more defenses available to the Indemnified Party different from or in addition to those available to the Company,

whereupon, in any of such cases, the Company shall not have the right to assume the defense of such suit on behalf of the Indemnified Party and shall be liable to pay the reasonable fees and expenses of counsel for the Indemnified Party but the Company shall not be obligated to pay the fees and expenses of more than one counsel for all Indemnified Parties as a group.

No Indemnified Party will, without the Company’s prior written consent, settle, compromise or consent to the entry of any judgment in any action, suit, proceeding, investigation or claim in respect of which indemnification may be sought hereunder.

If for any reason (other than the occurrence of one of the events described above) the foregoing indemnification is unavailable to the Placement Agent’s Group or insufficient to hold them harmless, then the Company shall contribute to the amount paid or payable by the Placement Agent’s Group as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and the Placement Agent on the other hand but also the relative fault of the Company and the Placement Agent’s Group, as well as any relevant equitable considerations provided that, in any event, the Company shall only contribute to the amount paid or payable by the Placement Agent’s Group as a result of such expense, loss, claim, damage or liability, any excess of such amount over the amount of the fees received by the Placement Agent hereunder.

The indemnity and contribution obligations of the Company shall be in addition to any liability which the Company may otherwise have, extend to the Placement Agent’s Group on the same terms and conditions as set out herein and be binding upon and enure to the benefit of any successors, permitted assigns, heirs and personal representatives of any of the Placement Agent’s Group.

The foregoing provisions of this Indemnity shall survive the completion of the Services.

PLACEMENT AGENT’S CERTIFICATE

This certificate has been issued pursuant to that letter agreement between Sprott Global Resource Investments, Ltd . (“ SGRIL ”) and Silver Bull Resources, Inc. (the “ Company ”) dated July 7, 2016 (the “ Placement Agent Agreement ”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Placement Agent Agreement.

In connection with the Placement to U.S. Purchasers of the Units, SGRIL does hereby certify as follows:

1. SGRIL is, and was throughout the Placement, duly registered as a broker-dealer with the SEC and with each state securities regulatory authority in whose jurisdiction it has introduced subscribers to the Company to purchase the Units, and is and was throughout the Placement a member in good standing with the FINRA;

2. All communications by SGRIL in the United States to, or for the benefit or account of, U.S. Persons respecting subscriptions by them for Units have been effected in accordance with all applicable United States federal and state laws and regulations governing the registration and conduct of securities brokers and dealers;

3. In respect of Units offered to U.S. Purchasers, SGRIL had reasonable grounds to believe and did believe, immediately prior to the Placement, that each U.S. Purchaser was an Accredited Investor and, on the date hereof, SGRIL continues to believe that each U.S. Purchaser purchasing Units is an Accredited Investor;

4. No form of Directed Selling Efforts, General Solicitation or General Advertising or seminar or meeting whose attendees had been invited by General Solicitation or General Advertising was used by SGRIL in connection with the Placement; and

5. SGRIL’s activities in connection with the Placement have been conducted in accordance with the Placement Agent Agreement and, in relation to (i) U.S. Purchasers in accordance with the requirements of Rule 506(b) of Regulation D, and (ii) purchasers outside of the United States and Canada that are not U.S. Purchasers, in accordance with the requirements of Regulation S.

DATED this _______ day of _____________________ , 2016

SPROTT GLOBAL RESOURCE INVESTMENTS, LTD.

By: _______________________________________

Gretchen Carter

CFO

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY OR ANY SECURITY ACQUIRED UPON ITS EXERCISE IN CANADA BEFORE NOVEMBER [●], 2016.

SILVER BULL RESOURCES, INC.

WARRANT CERTIFICATE

Certificate No: 2016-[ ● ]
Number of Warrants: [●]	Date: July [●], 2016

THIS CERTIFIES THAT , for value received, [●] ( the “ Holder ”) is the registered holder of [●] warrants (each a “ Warrant ”) to purchase shares of common stock, US$0.01 par value per share (“ Common Stock ”), of Silver Bull Resources, Inc. (the “ Company ”). Each Warrant shall entitle the Holder, subject to the terms and conditions set forth in this certificate (this “ Warrant Certificate ”), to acquire from the Company one fully paid and non-assessable share of Common Stock (a “ Warrant Share ”) on payment of CDN$0.205 per share of Common Stock (the “ Exercise Price ”), all subject to adjustment as hereinafter provided, at any time commencing on the date hereof (the “ Effective Date ”) and continuing up to 4:00 p.m. (Vancouver time) on July [●], 2018 (the “ Time of Expiry ”); provided that if, commencing on November [●], 2016, the closing price of the Common Stock of the Company on the TSX (as defined below) is higher than CDN$0.30 for 20 consecutive trading days, then on the 20th consecutive trading day (the “ Acceleration Trigger Date ”) the expiry date of the warrants may be accelerated to the 20th trading day after the Acceleration Trigger Date by the issuance, within three trading days of the Acceleration Trigger Date, of a news release announcing such acceleration.

1.	Exercise of Warrants .

1.1 Election to Purchase.

1.2 Cashless Exercise.

Where:

A = the Current Market Price per Share (as defined below) immediately preceding the date on which the Holder elects to exercise the Warrant by means of the Cashless Exercise Right.

B = the then applicable exercise price of the Warrant.

X = the number of Warrant Shares that would otherwise have been issuable had the Holder elected to exercise the Warrant by means of a cash exercise.

1.3 Partial Exercise.

1.4 Issuance of Common Stock.

1.5 Certificates.

1.6 Fractional Shares of Common Stock.

2.	Anti-Dilution Protection .

2.1 Definitions.

For the purposes hereof, the words and terms defined below shall have the respective meanings specified therefor in this subsection 2.1:

(i)

(ii)

(iii)

(iv)

“ recognized stock exchange ” means a stock exchange or quotation system recognized by the Canadian Securities Administrators;

(v)

“ TSX ” means the Toronto Stock Exchange; and

(vi)

2.2 Adjustments.

(a)

If and whenever at any time prior to the Time of Expiry the Company shall:

(i)

declare a dividend or make a distribution on the Common Stock payable in Common Stock (or securities exchangeable for or convertible into Common Stock)

(ii)

subdivide, redivide or change the outstanding Common Stock into a greater number of shares of Common Stock; or

(iii)

reduce, combine or consolidate the outstanding Common Stock into a lesser number of shares of Common Stock,

(b)

(i)

the number of shares of Common Stock outstanding as of the record date for the Rights Offering; and

(ii)

(c)

(i)

the numerator of which shall be:

(1)

the product of the number of shares of Common Stock outstanding on such record date and the Current Market Price per Share as of three days prior to such record date; less

(2)

(ii)

the denominator of which shall be the number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price per Share as of three days prior to such record date.

(d)

(e)

(f)

(g)

2.3 Rules.

For the purposes of subsection 2.2 hereof, any adjustment shall be made successively whenever an event referred to therein shall occur, subject to the following provisions:

(a)

(b)

(c)

2.4 Taking of Actions.

2.5 Notice.

3.	Covenants by the Company .

The Company hereby covenants and agrees as follows:

(a)

(b)

(c)

it will make all requisite filings under applicable securities legislation in connection with the issuance of Common Stock upon exercise of the Warrants;

(d)

(e)

4.	Representations and Warranties of the Company .

The Company hereby represents and warrants that:

(a)

it is duly authorized and has all necessary corporate power and authority to create and issue the Warrants evidenced hereby and the Common Stock issuable upon the exercise of the Warrants;

(b)

(c)

5.	Transfer of Warrants .

The Warrants are non-transferable.

6.	Replacement .

Expiry .

The Warrants shall expire and all rights to purchase Common Stock hereunder shall cease and become null and void at the Time of Expiry.

Time .

Time shall be of the essence of this Warrant Certificate.

9.	Governing Law .

This Warrant Certificate and its application and interpretation shall be governed by and interpreted and construed in accordance with the laws of the State of Nevada.

10.	Legends on Common Stock .

Any certificate representing Common Stock issued upon the exercise of the Warrants prior to the date that is four months and a day after the Effective Date, will bear the following legend:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE NOVEMBER [●], 2016.

Any certificate representing Common Stock issued upon the exercise of the Warrants will bear the following U.S. restrictive legend (the “ U.S. Legend ”) and Canadian restrictive legend:

U.S. Legend

Canadian Restrictive Legend

11.	Amendments .

Any alteration, amendment or revision to this Warrant Certificate may only be made by a written agreement between the Company and the Holder.

12.	Miscellaneous Interpretation Matters .

(a)

(b)

Unless otherwise expressly provided or unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

(c)

(d)

13.	Severability .

14.	Enurement .

15.	Language .

The parties hereto acknowledge and confirm that they have requested that this Warrant Certificate as well as all notices and other documents contemplated hereby be drawn up in the English language.

16.

General .

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

IN WITNESS WHEREOF , the Company has caused this Warrant Certificate to be executed by its duly authorized officer.

DATED as of the _____ day of July, 2016.

	SILVER BULL RESOURCES, INC.

	Name: Sean Fallis Title: Chief Financial Officer

EXHIBIT “1”

Election to Exercise

The undersigned hereby irrevocably elects to exercise the number of the Warrants of Silver Bull Resources, Inc. set out below for the number of shares of Common Stock as set forth below:

(i)

Number of Warrants to be exercised:

(ii)

Number of shares of Common Stock:

(iii)

Exercise Price:

(iv)

Aggregate Purchase Price [(ii) multiplied by (iii)]:

DATED this day of , 201___.

Per:____________________________________

Direction as to Registration

Name of Registered Holder: _____________________________________

Address of Registered Holder: _____________________________________

_____________________________________