Exhibit 3.1
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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): | April 19, 2021 |
Silver bull resources, inc.
(Exact name of registrant as specified in its charter)
| 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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 19, 2021, Silver Bull Resources, Inc. (“Silver Bull” or the “Company”) held its annual general meeting of shareholders (the “Annual Meeting”) on April 19, 2021. Pursuant to the vote for Proposal 4 described in Item 5.07 below, the shareholders approved and adopted amended and restated articles of incorporation of the Company to increase the number of authorized shares of Silver Bull common stock from 37.5 million to 150 million and to make certain non-substantive amendments (the “A&R Articles”). The two non-substantive amendments reflected in the A&R Articles were (i) including the name of the Company’s registered agent to comply with Nevada law and (ii) revising the description of the Company’s business purpose to simply provide that the Company is authorized to engage in any lawful activity permitted under Nevada law. The A&R Articles became effective on April 20, 2021.
The foregoing description of the A&R Articles is not complete and is qualified in its entirety by reference to the full text of the A&R Articles, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As noted in Item 5.03 above, the Annual Meeting was held on April 19, 2021. At the Annual Meeting, four proposals were submitted to the shareholders for approval as set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February 23, 2021. As of the record date, February 18, 2021, a total of 33,713,931 shares of Silver Bull common stock were outstanding and entitled to vote. In total, 18,265,547 shares of Silver Bull common stock were present in person or represented by proxy at the Annual Meeting, which represented approximately 54.17% of the shares outstanding and entitled to vote as of the record date.
At the Annual Meeting, shareholders approved each of the four proposals that were submitted, (i) electing the slate of four persons to the Company’s Board of Directors, (ii) ratifying and approving Smythe LLP, Chartered Professional Accountants, as the Company’s independent registered public accounting firm, (iii) approving, on a non-binding advisory basis, the compensation of the Company’s named executive officers, and (iv) approving and adopting amended and restated articles of incorporation of the Company to increase in the number of authorized shares of Silver Bull common stock. In connection with each of the election of directors and the non-binding advisory vote on executive compensation, there were a total of 4,733,295 broker non-votes. The votes on the proposals were cast as set forth below:
1. Proposal No. 1 – Election of Directors. The shareholders elected the entire slate of directors presented to the shareholders. As a result, the Company’s Board of Directors consists of the four persons elected at the Annual Meeting.
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Name |
For |
Withheld |
| Brian D. Edgar | 13,126,121 | 406,131 |
| Timothy T. Barry | 13,102,640 | 429,612 |
| Daniel J. Kunz | 13,127,731 | 404,521 |
| John A. McClintock | 13,192,038 | 340,214 |
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2. Proposal No. 2 – Ratification and approval of the appointment of Smythe LLP, Chartered Professional Accountants, as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2021.
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For |
Against |
Abstain |
| 18,080,515 | 66,260 | 118,772 |
3. Proposal No. 3 – Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.
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For |
Against |
Abstain |
| 12,538,304 | 740,928 | 253,020 |
4. Proposal No. 4 – Approval and adoption of amended and restated articles of incorporation of the Company to increase the number of authorized shares of Silver Bull common stock from 37.5 million to 150 million and to make certain non-substantive amendments.
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For |
Against |
Abstain |
| 16,880,642 | 1,275,301 | 109,604 |
| Item 7.01 | Regulation FD Disclosure. |
On April 20, 2021, the Company issued a press release regarding the Annual Meeting. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information set forth in this Item 7.01, including the information set forth in Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Articles of Incorporation of Silver Bull Resources, Inc. | |
| 99.1 | Press release, dated as of April 20, 2021 |
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.
| Silver Bull resources, inc. | ||
| Date: April 21, 2021 | By: | /s/ Christopher Richards |
| Name: | Christopher Richards | |
| Title: | Chief Financial Officer | |
Exhibit 3.1
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Exhibit 99.1
April 20, 2021 OTCQB: SVBL, TSX: SVB
SILVER BULL ANNOUNCES VOTING RESULTS OF ANNUAL MEETING OF SHAREHOLDERS
VANCOUVER, BC – (April 20, 2021) – Silver Bull Resources, Inc. (TSX: SVB, OTCQB: SVBL) (“Silver Bull” or the “Company”) announces the detailed voting results of the proposals considered at its annual meeting of shareholders held on April 19, 2021 (the “Meeting”). A total of 18,265,547 or 54.17% of the Company’s issued and outstanding shares were represented at the Meeting.
Most critically, the Meeting included a proposal for shareholders to approve and adopt amended and restated articles of incorporation of the Company to increase the number of authorized shares of Silver Bull common stock from 37.5 million to 150.0 million and to make certain non-substantive amendments, which required the approval from a majority of the outstanding shares of Silver Bull common stock. The voting results were as follows:
| Proposal | Votes For | Votes For as a % of Outstanding Shares | Votes Against | Votes Against as a % of Outstanding Shares | Votes Abstain | Votes Abstained as a % of Outstanding |
| Increase Authorized Shares of Common Stock | 16,880,642 | 50.07% | 1,275,301 | 3.78% | 109,604 | 0.32% |
As a majority of the outstanding shares of Silver Bull common stock was received in favour of the proposal, it was approved.
President and CEO, Tim Barry stated: “We would like to thank those shareholders who took the time to vote on this matter, which is vital to the future growth and advancement of the Company. We see great potential for the Company’s Sierra Mojada project, and with the ability to seek equity financing at Silver Bull, we will be focused on continuing its advancement.
Additionally, we look forward to advancing the Beskauga project in Kazakhstan in our new subsidiary, Arras Minerals Corp., for which we recently completed a private placement financing, and are commencing a drill program in the coming months.”
In addition to the above-noted proposal, the following nominees, as listed in Silver Bull’s proxy statement, were re-elected as directors of the Company:
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Silver Bull is also pleased to announce that the Company’s shareholders have ratified and approved the appointment of Smythe LLP, as the Company’s independent registered public accounting firm, for the fiscal year ending October 31, 2021 (18,080,515 or 98.98% voted “For”, 66,260 or 0.36% voted “Against” and 118,772 or 0.65% abstained from voting).
Finally, the Company’s shareholders voted to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (12,538,304 or 92.65% voted “For”, 740,928 or 5.47% voted “Against”, and 253,020 or 1.86% abstained from voting).
Full details of the proposals are fully described in the Company’s definitive proxy statement filed on February 23, 2021 available on SEDAR at www.sedar.com, and on EDGAR at www.sec.gov.
About Silver Bull
Silver Bull is a Vancouver-based mineral exploration company whose shares are listed on the TSX and trade on the OTCQB in the United States. Silver Bull owns the Sierra Mojada Project which is located 150 kilometers north of the city of Torreon in Coahuila, Mexico, and is highly prospective for silver and zinc. Sierra Mojada is currently under a joint venture option with South32 International Investment Holdings Pty Ltd. In addition, Silver Bull’s subsidiary, Arras Minerals Corp., holds an Option Agreement to acquire the Beskauga Copper-Gold Project, located in North Eastern Kazakhstan.
On behalf of the Board of Directors
“Tim Barry”
Tim Barry, CPAusIMM
Chief Executive Officer, President and Director
INVESTOR RELATIONS:
+1 604 687 5800
info@silverbullresources.com
Cautionary note regarding forward looking statements: Certain statements in this news release are “forward-looking” within the meaning of applicable securities legislation. Forward-looking statements can generally be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. Forward-looking statements include, but are not limited to, statements relating to the potential for the Company’s Sierra Mojada project, the ability to seek equity financing at Silver Bull, and the future advancement of the Company’s Sierra Mojada and Beskauga projects. Forward-looking statements are necessarily based upon the current belief, opinions and expectations of management that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and other contingencies. Many factors could cause the Company’s actual results to differ materially from those expressed or implied in the forward-looking statements. These factors include, among others, market prices, metal prices, availability of capital and financing, general economic, market or business conditions, as well as other risk factors set out under the heading “Risk Factors” in the Annual Report on Form 10-K for the year ended October 31, 2020, which is available on SEDAR at www.sedar.com. Investors are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty therein.