Silver Bow Mining Corp.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously reported, the Company appointed Mr. Stiles as its President effective July 27, 2026. In connection with his appointment, the Company, SBMM and Mr. Stiles entered into the Employment Agreement, which amends, restates and supersedes the Executive Employment Agreement among the Company, SBMM and Mr. Stiles effective as of February 17, 2026 (the “Original Employment Agreement”), pursuant to which Mr. Stiles previously served as the Company’s Vice President of Regulatory and External Affairs. Pursuant to the Employment Agreement, Mr. Stiles will serve as President of the Company and as the Company’s senior operating executive, reporting to the Company’s Chief Executive Officer. In this role, Mr. Stiles will lead the Company’s day-to-day operations and retain responsibility for the Company’s regulatory and external affairs functions. The Employment Agreement has a three-year term commencing on February 17, 2026, unless earlier terminated in accordance with its terms. Upon the earlier of the expiration of the term or a “Change of Control” (as defined in the Employment Agreement), Mr. Stiles’s employment will automatically convert to at-will employment, subject to the remaining terms of the Employment Agreement, including its severance and Change of Control provisions. Pursuant to the Employment Agreement, Mr. Stiles will receive an annual base salary of $240,000. The Board of Directors of the Company (the “Board”) will review Mr. Stiles’s base salary during the fourth quarter of 2026 and will increase his base salary, by an amount determined by the Board in its discretion, no later than December 31, 2026. Mr. Stiles will also be eligible to receive an annual performance bonus of up to 50% of his base salary, payable in cash, shares, stock options or any combination thereof, based on performance criteria determined by the Board. Mr. Stiles’s outstanding stock options will remain outstanding in accordance with the Company’s long-term incentive plan and the applicable award agreements, and he will remain eligible to receive additional equity awards in the Board’s discretion. Mr. Stiles will also be entitled to four weeks of paid vacation, reimbursement of reasonable business, travel and lodging expenses, use of a company vehicle in connection with the performance of his duties and participation in the retirement, health and other employee benefit plans made available by the Company to its employees generally. If Mr. Stiles’s employment is terminated by the Company without “Cause” or by Mr. Stiles for “Good Reason” (each as defined in the Employment Agreement), Mr. Stiles will receive the following payments and benefits: (i) a lump-sum cash payment equal to 12 months of his then-current base salary, (ii) a prorated bonus for the year of termination, (iii) payment or reimbursement of premiums for continued health, dental and vision coverage for 12 months following termination, (iv) immediate vesting of all unvested stock options and (v) reimbursement of unreimbursed business expenses. Mr. Stiles’s receipt of these payments and benefits is subject to his execution and non-revocation of a general release of claims. If Mr. Stiles’s employment is terminated by the Company without Cause or by Mr. Stiles for Good Reason during the period commencing three months before and ending 12 months after a Change of Control, Mr. Stiles will instead receive a lump-sum cash payment equal to 24 months of his then-current annualized base salary, subject to his execution and non-revocation of a general release of claims. In addition, upon a Change of Control, any unvested stock options or other equity awards held by Mr. Stiles will immediately vest. In addition, Mr. Stiles is subject to confidentiality obligations during and after his employment. The Employment Agreement also contains customary provisions relating to indemnification, expense reimbursement, compliance with Company policies and applicable clawback requirements. The Employment Agreement amends, restates and supersedes the Original Employment Agreement in its entirety. The foregoing summary of the Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.