As filed with the U.S. Securities and Exchange Commission on April 29, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SILVER BOW MINING CORP.
(Exact name of Registrant as specified in its charter)
| British Columbia | 1000 | 98-1858068 |
|
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Silver Bow Mining Corp.
1401 Idaho Street
Butte Montana 59701
(406) 718-7593
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
C T Corporation System
1015 15th Street N.W., Suite 1000
Washington, DC 20005
(202) 572-3100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
|
Jason K. Brenkert, Esq. Dorsey & Whitney LLP 1400 Wewatta Street, Suite 400 |
Mark D. Wood, Esq. Elizabeth C. McNichol, Esq. Katten Muchin Rosenman LLP 525 W. Monroe Street Chicago, IL 60661-3693 (312) 902-5493 | |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-292928
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected to opt out of the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Exchange Act. ☐
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) and General Instruction V to Form S-1, both promulgated under the Securities Act of 1933, as amended, and is being filed for the sole purpose of increasing the proposed maximum aggregate offering price of the securities offered by Silver Bow Mining Corp. (the “Company”) by $11,269,978. This registration statement relates to the Company’s registration statement on Form S-1 (File No. 333-292928), as amended (the “Prior Registration Statement”), declared effective by the Securities and Exchange Commission on April 29, 2026. The contents of the Prior Registration Statement are incorporated herein by reference.
The required opinion, consents and filing fee-related information are listed on an Exhibit Index attached hereto and filed herewith.
Item 16. Exhibits and Financial Statement Schedules
All exhibits filed with or incorporated by reference in Registration Statement No. 333-292928 are incorporated by reference into, and shall be deemed to be part of, this Registration Statement, except for the following, which are filed herewith:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, we have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in Fort Collins, Colorado on April 29, 2026.
| SILVER BOW MINING CORP. | ||
| By: | /s/ C. Travis Naugle | |
| Name: C. Travis Naugle | ||
| Title: Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and April 29, 2026.
| Signature | Title | |
| /s/ C. Travis Naugle | Chief Executive Officer and Chairman | |
| C. Travis Naugle | ||
| /s/ Wade Black | Chief Financial Officer | |
| Wade Black | ||
| /s/ Peter Burroughs | Chief Accounting Officer | |
| Peter Burroughs | ||
| /s/ Steve Durbin | Director | |
| Steve Durbin | ||
| /s/ David McMullin | Director | |
| David McMullin | ||
| /s/ Andy Holloway | Director | |
| Andy Holloway | ||
| /s/ Quinton Hennigh | Director | |
| Quinton Hennigh, M.Sc./Ph.D. |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in our capacity as the duly authorized representative in the United States, on April 29, 2026.
| /s/ C. Travis Naugle | |
| C. Travis Naugle |
Exhibit 5.1
| April 29, 2026 | |
Silver Bow Mining Corp.
1401 Idaho St., Po Box 3522
Butte, Montana, 59702
USA
Dear Sirs and Mesdames:
| Re: | Silver Bow Mining Corp. – Registration Statement on Form S-1 |
We have acted as Canadian counsel to Silver Bow Mining Corp., a company incorporated under the laws of British Columbia, Canada (the “Company”), in a public offering pursuant to the Registration Statement on Form S-1 initially filed with, and declared effective on April 29, 2026 by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”) (File No. 333-292928) and a Registration Statement on Form S-1 (collectively with the Registration Statement the “New Registration Statement”), effective automatically upon filing pursuant to Rule 462(b) under the Act. Pursuant to the New Registration Statement, the following additional securities are to be offered, comprising of up to $11,269,978 of additional common shares inclusive of the Underwriter’s Option (as defined below), no par value (the “Common Shares”). All dollar amount references herein are in United States currency.
The Company has granted the representative of the underwriters an option to purchase up to an aggregate of $1,470,000 of Common Shares (the “Underwriter’s Option”) issuable upon exercise of the underwriter’s option.
In rendering the opinions herein, we have examined originals or copies of documents and have considered such questions of law and made such other investigations as we have deemed relevant or necessary. We have assumed the genuineness of all signatures, the legal capacity of all individuals, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or photocopies or facsimiles thereof. We have assumed the offering of securities being registered under the New Registration Statement will complete as described in the New Registration Statement. We have assumed the accuracy and truthfulness of all representations and statements made in the documents so examined, and the performance of all obligations under agreement presented to us. We express no opinion as to any laws, or matters governed by any laws, other than the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The opinions hereinafter expressed are based upon legislation, rules and regulations in effect on the date hereof.
Subject to the foregoing qualifications, we are of the opinion that as at the date hereof, the Common Shares registered under the New Registration Statement, shall be, upon issuance, issued as duly and validly authorized and issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the New Registration Statement and to the references to this firm in the New Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
| Yours truly, | |
| MORTON LAW LLP | |
| /s/ Morton Law LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 6, 2026, in the Registration Statement (Form S-1).
/s/ Assure CPA, LLC
Spokane, Washington
April 29, 2026
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITOR
PKF Antares Professional Corporation, Chartered Professional Accountants (PKF ANTARES), (we, us or our), consent to the reference to our firm under the caption “Experts” and to the use of our report dated September 16, 2025, except for Notes 2, and 14(a), as to which the date is March 06, 2026, with respect to the consolidated financial statements of Silver Bow Mining Corp. as of December 31, 2024, included in the Registration Statement (Form S-1) and related prospectus.
/s/ PKF Antares
Professional Corporation
Chartered Professional Accountants
Date: April 29, 2026
PKF Antares Professional Corporation Chartered Professional Accountants
Suite 700, 602 12 Avenue SW, Calgary, Canada T2R 1J3
T: +1 403 375 9955, www.pkfantares.com
PKF Antares is a member of PKF Global, the network of member firms of PKF International Limited, each of which is a separate and independent legal entity and does not accept any responsibility or liability for the actions or inactions of any individual member or correspondent firm(s).
Exhibit 23.3
CONSENT OF DAHROUGE GEOLOGICAL CONSULTING
The undersigned, as authorized signatory for Dahrouge Geological Consulting, hereby consents to the inclusion in the Registration Statement on Form S-1 of Silver Bow Mining Corp., which is being filed with the United States Securities and Exchange Commission, of references to Dahrouge Geological and to the use of the summary technical report titled “Rainbow Block, Butte Mining District, Silver Bow County, Montana, USA” dated May 27, 2025 and updated February 3, 2026 with an effective date of December 31, 2024 (“Technical Report”), including any quotation from or summarization of the Technical Report in the Registration Statement on Form S-1 and related prospectus.
Dated this 29th day of April, 2026
DAHROUGE GEOLOGICAL CONSULTING
/s/ Trevor Mills
Name: Trevor Mills
Title: Operations Director
Calculation of Filing Fee Tables
FORM
(Form Type)
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price (1)(2) |
Fee Rate | Amount
of Registration Fee |
|||||||||||||||||||
| Newly Registered Securities | ||||||||||||||||||||||||||
| $ | (4) | $0 | $ | |||||||||||||||||||||||
| Total Offering Amounts | $ | $ | ||||||||||||||||||||||||
| Total Fees Previously Paid | $ | |||||||||||||||||||||||||
| Total Fee Offsets | $ | |||||||||||||||||||||||||
| Net Fee Due | $ | |||||||||||||||||||||||||
| (1) | Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933 (the “Securities Act”). |
| (2) | The registration fee is calculated in accordance with Rule 457(o) under the Securities Act, based on an estimate of the proposed maximum aggregate offering price. |
| (3) | In accordance with Rule 416(a), we are also registering an indeterminate number of additional common shares that shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, share dividends or similar transactions. |
| (4) | Includes $1,470,000 aggregate offering price attributable to additional common shares that the underwriters have the option to purchase to cover over-allotments, if any. |
Submission |
Apr. 29, 2026 |
|---|---|
| Submission [Line Items] | |
| Central Index Key | 0002067674 |
| Registrant Name | SILVER BOW MINING CORP. |
| Registration File Number | 333-292928 |
| Form Type | S-1 |
| Submission Type | S-1MEF |
| Fee Exhibit Type | EX-FILING FEES |
| Offering Table N/A | |
| Offset Table N/A | N/A |
| Combined Prospectus Table N/A | N/A |
Offerings - Offering: 1 |
Apr. 29, 2026
USD ($)
|
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Offering: | |||||||||||
| Fee Previously Paid | false | ||||||||||
| Rule 457(o) | true | ||||||||||
| Security Type | Equity | ||||||||||
| Security Class Title | Common shares | ||||||||||
| Maximum Aggregate Offering Price | $ 11,269,978 | ||||||||||
| Fee Rate | 0.01381% | ||||||||||
| Amount of Registration Fee | $ 1,556.38 | ||||||||||
| Offering Note |
|
Fees Summary |
Apr. 29, 2026
USD ($)
|
|---|---|
| Fees Summary [Line Items] | |
| Total Offering | $ 11,269,978 |
| Previously Paid Amount | 0 |
| Total Fee Amount | 1,556.38 |
| Total Offset Amount | 0 |
| Net Fee | $ 1,556.38 |