On October 2, 2026, Silver Bow Mining Corp. entered into a Note Purchase Agreement with Ocean Partners UK Limited. Under the agreement, the Company issued a secured promissory note to the Investor for an aggregate principal face amount of $5.0 million. The note was issued for a purchase price of $5.0 million paid in cash.
The note is set to mature on March 31, 2027. It accrues interest at a rate equal to the 12-month secured overnight financing rate provided by the CME Group plus 6.75% per annum. Interest payments are due monthly in arrears beginning November 1, 2026. If an event of default occurs, interest accrues at the base rate plus an additional 6% per annum.
The Company may prepay the note upon 10 business days' prior written notice, subject to a prepayment penalty of 1% of the amount prepaid. The note will not amortize but will be satisfied in one of two ways: if the acquisition of the Jefferson County Metallurgical Complex (including the Montana Tunnels Mine) closes before the maturity date, the principal and interest will be credited against a tranche A draw under a concentrate prepayment facility; otherwise, the full amount is due as a lump sum on the maturity date.
The note is secured by a first-priority senior security interest in a $28.58 million promissory note issued by Montana Goldfields, Inc. to the Company. The Company is required to use the proceeds solely to advance the Rainbow Block project and, upon acquisition, the Complex.
Separately, on October 3, 2026, the Company’s Board of Directors authorized an increase in the annual salary of Chief Executive Officer C. Travis Naugle to $350,000, effective May 1, 2026. The authorization also includes a one-time discretionary cash bonus payment of $250,000 and an annual payment of $100,000 for his role as Executive Chairman, effective October 3, 2026.
