Date of Report (Date of earliest event reported):
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August 29, 2018 (August 28, 2018)
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Nevada
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001-33125
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91-1766677
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(State or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number) |
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777 Dunsmuir Street, Suite 1610
Vancouver, B.C.
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V7Y 1K4
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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604-687-5800
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Item 9.01 |
Financial Statements and Exhibits.
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Exhibit No.
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Description
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Date: August 29, 2018
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SILVER BULL RESOURCES, INC.
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By:
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/s/ Sean Fallis
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Name:
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Sean Fallis
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Title:
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Chief Financial Officer
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1. |
Amendments
. Effective August 1, 2018, the Parties agree that the Amended Employment Agreement shall be amended as follows:
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a. |
The definition of “Change of Control” contained in Schedule A of the Amended Employment Agreement is hereby deleted and replaced as follows:
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i. |
“‘
Change of Control
’ means the occurrence of one or more of the following events after the Effective Date of this Amended Employment Agreement:
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2. |
No Other Waiver or Amendment
. Except as expressly modified herein, all terms and provisions of the Amended Employment Agreement shall remain unchanged and in full force and effect. This Amendment shall not be deemed to prejudice any rights or remedies which any Party may now have or may have in the future under or in connection with the Amended Employment Agreement or any of the instruments or agreements referred to therein, as the same may be amended, restated or otherwise modified.
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3. |
Governing Law
. This Amendment shall be governed by and construed in accordance with the laws of the province of British Columbia and the federal laws of Canada applicable therein, which shall be deemed to be the proper law hereof. The Parties hereby attorn to and submit to the jurisdiction of the courts of British Columbia.
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4. |
Counterparts
. This Amendment may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument.
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5. |
Legal Advice.
Executive acknowledges this Amendment has been prepared by the Company and that the Executive has had sufficient time to review this Amendment thoroughly, including enough time to obtain independent legal advice concerning the interpretation and effect of this Amendment prior to their execution. By signing this Amendment, Executive represents and warrants that he has read and understood this Amendment and that he executes them of his own free will and act.
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SILVER BULL RESOURCES, INC.
Per: /s/ Tim Barry
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SIGNED, SEALED AND DELIVERED by in the presence of: |
Tim Barry
CEO, President and Director
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/s/ D. Xuan
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)
) ) ) ) ) ) ) ) ) ) ) ) ) ) )
)
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EXECUTIVE
/s/ Brian Edgar
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Witness
David Xuan |
Brian Edgar
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Name
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Address
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Controller |
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Occupation
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1. |
Amendments
. Effective August 1, 2018, the Parties agree that the Amended Employment Agreement shall be amended as follows:
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a. |
Section 3.1 is hereby deleted and replaced as follows:
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i. |
“
Salary.
The Company shall pay to the Executive $275,000 CDN (the “
Base Salary
”) per annum effective August 1, 2018 for all hours worked discharging the duties of his employment, payable in accordance with the Company’s regular payroll practices or on such other basis as mutually agreed between the Company and the Executive. The Base Salary may be increased from time to time in the sole discretion of the Board of Directors of the Company.”
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b. |
In the interest of clarity, all severance payments including Change of Control and termination without cause will be calculated using the Base Salary of $275,000 CDN per annum as stated in this Amendment, or as otherwise increased from time to time in the sole discretion of the Board of Directors of the Company.
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c. |
Section 3.2 is hereby deleted and replaced as follows:
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i. |
“
Annual Bonus.
The Executive shall be eligible to receive an annual bonus based upon attaining the performance criteria set by the Board of Directors of the Company (the “
Annual Bonus
”). The terms and conditions of any bonus plan implemented by the Company are subject to modification from year to year by the Board of Directors of the Company in the Company’s sole discretion. Whether the Executive has achieved the performance criteria in any year shall be determined by the Board of Directors of the Company, acting reasonably.”
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d. |
The definition of “Change of Control” contained in Schedule A of the Amended Employment Agreement is hereby deleted and replaced as follows:
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i. |
“‘
Change of Control
’ means the occurrence of one or more of the following events after the Effective Date of this Amended Employment Agreement:
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2. |
No Other Waiver or Amendment
. Except as expressly modified herein, all terms and provisions of the Amended Employment Agreement shall remain unchanged and in full force and effect. This Amendment shall not be deemed to prejudice any rights or remedies which any Party may now have or may have in the future under or in connection with the Amended Employment Agreement or any of the instruments or agreements referred to therein, as the same may be amended, restated or otherwise modified.
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3. |
Governing Law
. This Amendment shall be governed by and construed in accordance with the laws of the province of British Columbia and the federal laws of Canada applicable therein, which shall be deemed to be the proper law hereof. The Parties hereby attorn to and submit to the jurisdiction of the courts of British Columbia.
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4. |
Counterparts
. This Amendment may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument.
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5. |
Legal Advice.
Executive acknowledges this Amendment has been prepared by the Company and that the Executive has had sufficient time to review this Amendment thoroughly, including enough time to obtain independent legal advice concerning the interpretation and effect of this Amendment prior to their execution. By signing this Amendment, Executive represents and warrants that he has read and understood this Amendment and that he executes them of his own free will and act.
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SILVER BULL RESOURCES, INC.
Per: /s/ Brian Edgar
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Brian Edgar
Chairman
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SIGNED, SEALED AND DELIVERED by in the presence of: | |||
/s/ D. Xuan |
)
) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )
)
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EXECUTIVE
/s/ Timothy Barry
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Witness
David Xuan |
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Timothy Barry
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Name
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Address
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Controller |
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Occupation
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1. |
Amendments
. Effective August 1, 2018, the Parties agree that the Amended Employment Agreement shall be amended as follows:
|
a. |
Section 3.1 is hereby deleted and replaced as follows:
|
i. |
“
Salary.
The Company shall pay to the Executive $225,000 CDN (the “
Base Salary
”) per annum effective August 1, 2018 for all hours worked discharging the duties of his employment, payable in accordance with the Company’s regular payroll practices or on such other basis as mutually agreed between the Company and the Executive. The Base Salary may be increased from time to time in the sole discretion of the Board of Directors of the Company.”
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b. |
In the interest of clarity, all severance payments including Change of Control and termination without cause will be calculated using the Base Salary of $225,000 CDN per annum as stated in this Amendment, or as otherwise increased from time to time in the sole discretion of the Board of Directors of the Company.
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c. |
Section 3.2 is hereby deleted and replaced as follows:
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i. |
“
Annual Bonus.
The Executive shall be eligible to receive an annual bonus based upon attaining the performance criteria set by the Board of Directors of the Company (the “
Annual Bonus
”). The terms and conditions of any bonus plan implemented by the Company are subject to modification from year to year by the Board of Directors of the Company in the Company’s sole discretion. Whether the Executive has achieved the performance criteria in any year shall be determined by the Board of Directors of the Company, acting reasonably.”
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d. |
The definition of “Change of Control” contained in Schedule A of the Amended Employment Agreement is hereby deleted and replaced as follows:
|
i. |
“‘
Change of Control
’ means the occurrence of one or more of the following events after the Effective Date of this Amended Employment Agreement:
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2. |
No Other Waiver or Amendment
. Except as expressly modified herein, all terms and provisions of the Amended Employment Agreement shall remain unchanged and in full force and effect. This Amendment shall not be deemed to prejudice any rights or remedies which any Party may now have or may have in the future under or in connection with the Amended Employment Agreement or any of the instruments or agreements referred to therein, as the same may be amended, restated or otherwise modified.
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3. |
Governing Law
. This Amendment shall be governed by and construed in accordance with the laws of the province of British Columbia and the federal laws of Canada applicable therein, which shall be deemed to be the proper law hereof. The Parties hereby attorn to and submit to the jurisdiction of the courts of British Columbia.
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4. |
Counterparts
. This Amendment may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument.
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5. |
Legal Advice.
Executive acknowledges this Amendment has been prepared by the Company and that the Executive has had sufficient time to review this Amendment thoroughly, including enough time to obtain independent legal advice concerning the interpretation and effect of this Amendment prior to their execution. By signing this Amendment, Executive represents and warrants that he has read and understood this Amendment and that he executes them of his own free will and act.
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SILVER BULL RESOURCES, INC.
Per: /s/ Tim Barry
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Tim Barry
CEO, President and Director
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SIGNED, SEALED AND DELIVERED by in the presence of: | |||
/s/ D. Xuan
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)
) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )
)
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EXECUTIVE
/s/ Sean Fallis
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Witness
David Xuan |
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Sean Fallis
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Name
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Address
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Controller |
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Occupation
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