SILVER BOW MINING CORP. 8K

Silver Bow Mining Corp. announced and explained a definitive agreement to acquire the Jefferson County Metallurgical Complex and related Montana Tunnels assets through a Chapter 11 sale, using a mix of cash and milestone-based contingent value rights to secure processing infrastructure that could support future development of its Rainbow Block project, subject to court, shareholder, exchange and regulatory approvals.

On August 24, 2026, Silver Bow Mining Corp. held an investor webinar to discuss that, earlier that day, it had entered into a definitive agreement, through a Chapter 11 Section 363 sale involving Montana Tunnels Mining, Inc., to acquire the Jefferson County Metallurgical Complex in Montana, an integrated brownfield processing site approximately 55 miles from Butte that includes a 15,000‑ton‑per‑day polymetallic flotation plant, a 1,000‑ton‑per‑day gold mill, tailings and related infrastructure, as well as the historic Montana Tunnels M-Pit and associated assets. The company explained that it views the Complex primarily as strategically important existing processing infrastructure that could potentially support future development of its flagship Rainbow Block project in the Butte Mining District, rather than as a shift away from Rainbow Block, and emphasized that substantial technical, engineering, environmental, permitting and refurbishment work will be required before any restart. The transaction is structured with approximately US$28.6 million of upfront funding at Initial Closing to satisfy obligations to the Montana Department of Environmental Quality, Jefferson County and other creditors, and with additional consideration comprised of 3.5 million contingent value rights (CVRs) issued at Final Closing plus 11.5 million deferred CVRs tied to future Montana Tunnels M-Pit feasibility, construction and production milestones, along with other contingent economic interests. Silver Bow also committed to a US$5 million work program to complete an independent feasibility study on the M-Pit and a separate US$3 million program to advance engineering, permitting and subsequent construction of the Clancy Creek Bypass Channel, while reiterating that Rainbow Block remains its primary focus. Management outlined remaining closing conditions, including Bankruptcy Court approval, shareholder approval for the CVRs and underlying shares, NYSE American and governmental approvals, and permit transfers, and indicated it may pursue financing alternatives that minimize dilution to fund the acquisition while maintaining flexibility to advance Rainbow Block.

Filing Facts

CIK

2067674

Ticker

-

Form

8K

Source Type

sec

Accession

0001539497-26-002337

Alert Tier

7