Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On October 2, 2026, pursuant to Silver Bow Mining
Corp.’s (the “Company”) previously announced term sheet with Ocean Partners UK Limited (the “Investor”),
the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with the Investor for the issuance
and sale to the Investor of a secured promissory note in an aggregate principal face amount of $5.0 million (the “Note”)
for a purchase price of $5.0 million paid in cash.
The Note will mature on March 31, 2027 (the “Maturity
Date”) and bears interest at a rate equal to the 12-month secured overnight financing rate as provided by CME Group plus 6.75%
per annum (the “Interest Rate”), payable monthly in arrears beginning November 1, 2026. Upon the occurrence of an event
of default under the Note, interest accrues on the outstanding principal amount of the Note at the Interest Rate plus an additional 6%
per annum (the “Default Interest Rate”). The Company may prepay all or any portion of the Note upon 10 business days’
prior written notice, subject to a prepayment penalty equal to 1% of the amount prepaid.
The Note will not amortize but will instead be satisfied
in one of two ways: (i) if the final closing (the “Final Closing”) of the Company’s acquisition of the Jefferson
County Metallurgical Complex, including the Montana Tunnels Mine (collectively, the “Complex”), occurs before the Maturity
Date, the principal amount of the Note and accrued and unpaid interest will be credited against the tranche A draw under the previously
announced concentrate prepayment facility to be entered into between the Company and the Investor concurrently with the Final Closing,
and the Note will be deemed paid in full and cancelled; or (ii) if the Final Closing does not occur before the Maturity Date, the principal
amount of the Note and accrued and unpaid interest will be due in a single lump-sum payment on the Maturity Date.
The Note is secured by a first-priority senior security
interest in the $28.58 million secured promissory note issued by Montana Goldfields, Inc. (“MTGF”) to the Company (the
“MTGF Note”) under the asset purchase agreement, dated August 21, 2026, by and among the Company, Silver Bow Tunnels
Corp., MTGF and Montana Tunnels Mining, Inc., relating to the Company’s acquisition of the Complex. The Company granted the security
interest pursuant to a security agreement, dated October 2, 2026, between the Company and the Investor (the “Security Agreement”),
and assigned its rights under the MTGF Note to the Investor. The Company is required to use the proceeds from the sale of the Note solely
to advance the Rainbow Block project and, when acquired, the Complex.
The Note Purchase Agreement and the Note contain customary
representations and warranties, covenants and events of default. Events of default include, among other matters, specified payment defaults,
certain defaults, redemptions or accelerations of indebtedness, bankruptcy and insolvency events, certain judgments, material breaches
of representations, warranties or covenants, material uninsured loss or damage to collateral or other assets, and dissolution or liquidation
of the Company. Upon an event of default, the Note bears interest at the Default Interest Rate and, upon written notice from the Investor,
becomes immediately due and payable. In addition, in connection with certain change-of-control transactions in which the Company is not
the surviving entity, the Investor may require the principal amount of the Note, accrued interest and other amounts then due to be paid
in cash at the closing of the transaction.
The Note was offered in reliance on Section 4(a)(2)
of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to the representations of the Investor in
the Note Purchase Agreement. The Note has not been registered under the Securities Act or any state securities laws and may not be offered
or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act and applicable state securities laws.
The information in this Current Report on Form 8-K
shall not constitute an offer to sell or a solicitation of an offer to purchase the Note or any other securities, and shall not constitute
an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
The foregoing description of the material terms of
the Note Purchase Agreement, the Note and the Security Agreement is qualified in its entirety by reference to the full text of the Note
Purchase Agreement, the Note and the Security Agreement, attached hereto, as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form
8-K and incorporated herein by reference.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 3, 2026, the Compensation Committee
of the Board of Directors of the Company (the “Board”) authorized (i) an increase in the annual salary of the
Company’s Chief Executive Officer, C. Travis Naugle, to $350,000, effective May 1, 2026, (ii) a $250,000 one time
discretionary cash bonus payment and (iii) an annual payment of $100,000 for his role as Executive Chairman of the Board, effective
October 3, 2026.