Silver Bow Mining Corp. (SBMT) Earnings Call Transcript & Summary

Good afternoon, everyone, and welcome to Silver Bow Mining Corp.'s Investor Webinar. On behalf of Silver Bow Mining Corp., thank you for taking the time to join today's investor webinar. My name is Scott Powell, President and CEO of Skyline Corporate Communications Group, LLC, and I will moderate today's event. This webinar is being recorded today, Monday, August 24, 2026, at 4:00 p.m. Eastern Time. Presenting today on behalf of Silver Bow Mining Corp. are Mr. Travis Naugle, Chairman and Chief Executive Officer; and Mr. Doug Stiles, President of Silver Bow Mining Corp. After management's formal remarks, there will be a question-and-answer session where Silver Bow Mining management will answer questions submitted by registrants. Today's session is scheduled to run approximately 30 minutes. This presentation has been prepared by Silver Bow Mining Corp., the company, solely for informational and discussion purposes. The information contained herein is provided as of the date of this presentation and is subject to change without notice. This presentation contains forward-looking statements within the meaning of applicable U.S. securities laws and forward-looking information within the meaning of Canadian securities laws. All statements other than statements of historical fact including statements regarding timing and completion of the acquisition and expected strategic benefits of the transaction are forward-looking statements and are based on the company's current expectations and are subject to known and unknown risks and uncertainties that may cause actual results to differ materially including failure to obtain bankruptcy court, governmental, shareholder or NYSE American approvals, failure to satisfy closing conditions and additional risk factors as discussed under the headings forward-looking statements and risk factors in the company's current report on Form 8-K as filed on August 24, 2026. And registration statement on Form S-1 as amended, filed with the United States Securities and Exchange Commission on April 24, 2026, and the company's Canadian prospectus dated April 29, 2026, filed on SEDAR and in other documents filed by the company with the U.S. Securities and Exchange Commission and Canadian securities regulatory authorities. Viewers are cautioned not to place undue reliance on forward-looking statements and forward-looking information which speak only as the date of this webcast of August 24, 2026. Except as required by applicable law, the company undertakes no obligation to update or revise any forward-looking statements or forward-looking information, whether as a result of new information, future events or otherwise, the CVRs. And the Silver Bow mining common shares issuable upon conversion thereof have not been and will not be registered under the U.S. Securities Act of 1933 as amended, the Securities Act or under any applicable securities laws of any state of the United States and may not be offered or sold absent such registration or an applicable exemption therefrom. This presentation does not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. This presentation may be deemed to be solicitation material in respect of the proposed shareholders' meeting of Silver Bow Mining to approve the issuance of the CVRs and the underlying common shares. In connection with the proposed shareholders' meeting, Silver Bow's Mining intends to file the relevant materials with the United States Securities and Exchange Commission, the SEC, including Silver Bow Mining's proxy statement in preliminary and definitive form, investors and shareholders of Silver Bow Mining are urged to read all relevant documents filed with the SEC, including Silver Bow Mining's proxy statement when they are available because they contain or will contain important information about the shareholder approval being requested. Investors and shareholders of Silver Bow mining are or will be able to obtain these documents when they are available free of charge from the SEC's website at www.sec.gov or free of charge from Silver Bow minings under the Investors section of Silver Bow Mining's website at silverbowmining.com/investors or by sending a request by e-mail to ir@silverbowmining.com or by mail to 1401, Idaho Street Butte, Montana 59701 Attention Corporate Secretary. Silver Bow Mining and certain of its respective directors and executive officers under SEC rules may be deemed to be participants in the solicitation of proxies from shareholders of Silver Bow Mining in connection with the proposed transaction. Information about Silver Bow Mining's directors and executive officers is available in Silver Bow Mining's registration statement on Form S-1 which was filed with the SEC on April 24, 2026. To the extent holdings of Silver Bow mining securities by their respective directors or executive officers have changed since the amounts set forth in the registration statement on Form S1A, such changes have been or will be reflected on initial statements of beneficial ownership on Form 3 and or statements of change in ownership on Form 4 filed with the SEC. Additional information concerning the interests of Silver Bow Mining's participants in the solicitation which may, in some cases, be different than those of Silver Bow Mining's shareholders generally will be set forth in Silver Bow Mining's proxy statement relating to the proposed approval by shareholders when it becomes available. References to third parties, including MES Mining, the Montana Department of Environmental Quality and U.S. and allied government agencies describe the company's existing or contemplated commercial or regulatory relationships and do not imply endorsement by such third parties. At this time, I would now like to turn the webinar over to Mr. Travis Naugle, Chairman and Chief Executive Officer of Silver Bell Mining Corp. Mr. Naugle?

Thank you. Good afternoon everyone. Good afternoon, everyone, and thank you for joining us. Earlier today, Silver Bow Mining announced that we entered into a definitive agreement to acquire the Jefferson County Metallurgical Complex in Montana. I wanted to speak directly with our shareholders today because I believe this transaction is an important step for Silver Bow Mining. And I also wanted to spend some time explaining what we are acquiring, why we pursued it now and how we believe it may fit into the work that we're already doing at the Rainbow Block in Butte. I also want to be clear right from the outset about what this transaction does not change. Our primary focus remains the Rainbow Block in Butte, Montana and the broader opportunity we are pursuing in the Butte Mining District. We're actively exploring the Rainbow Block. We've reestablished underground access through the Chief Joseph portal and decline. We're drilling from surface down into the underground vein systems. We're continuing the technical, environmental and permitting work necessary to better understand the potential development pathways for the Rainbow Block project. The Jefferson County metallurgical complex gives us another potentially important piece of that development equation significant existing processing infrastructure in Montana, approximately 55 miles by road from Butte. We believe this is a compelling strategic opportunity for Silver Bow Mining. Building our company. Silver Bow Mining, we're a relatively young company with an IPO completed earlier this year, but we've been building towards this opportunity for several years. We created Silver Mining to apply modern exploration and engineering to our significant land position in the Butte Mining District. Today, we hold over 4,200 acres of patented mineral rights and approximately 1,400 acres of surface lands across multiple claim blocks with the rainbow block as our flagship asset. Rainbow Block currently hosts an inferred mineral resource of approximately 11.4 million tons, grading 4.3 ounces per tonne per silver, 0.05 ounces per ton gold, 4.6% zinc and 1.3% led. That represents approximately 49 million ounces of silver, approximately 0.5 million ounces of gold, more than 1 billion pounds of zinc and approximately 287 million pounds of lead. As we have said consistently, this is a mineral an inferred mineral resource. It's not a mineral reserve and does not have demonstrated economic viability. There is additional work required before we can determine whether and how the Rainbow Block should ultimately be developed. Our initial public offering and listing on the NYSE American in April of this year, provided the capital to accelerate that work. Since then, our focus has been on execution. We initiated a 25,000-foot surface drilling program, and we're presently rehabilitating the Chief Joseph portal and underground decline to stay safely reestablish access to the underground workings. We're also advancing the geologic engineering, environmental and permitting work necessary to make informed decisions about the Rainbow Block. That work remains our priority. At the same time, as Rainbow Block advances, we believe it is important to think ahead about the infrastructure that could ultimately support its development. So speaking of infrastructure, our responsibility is to think beyond just the next drill hole. Exploration remains fundamental to what we're doing. We need to continue expanding our understanding of the Rainbow Block resource, reestablished underground access collect the geological and engineering information necessary to evaluate potential development. But infrastructure is also an important point about evaluation. If our work at Rainbow Block continues to support advancement, we need to understand the alternatives available for processing the [ polymetallic ] mineralization and how those alternatives could affect capital requirements, permitting, development planning and project economics. We had an opportunity to acquire significant existing processing infrastructure right here in Montana, 55 miles by road from the rainbow block, we believe that opportunity is strategically important. Rather than wait for every element of a future Rainbow Block development plan to be complete and then begin looking for processing alternatives, we have an opportunity today to secure control of that infrastructure that we believe could be an important part of that plan. Now this does not mean we have predetermined how the Rainbow Block will be developed. We haven't yet. The technical work will determine that. What this acquisition does do is it gives us another option to evaluate that, while that work continues, it allows us to evaluate this processing option from a position of ownership and control. That is an important part of why we decided to act now. So let me talk specifically about what we are proposing to acquire. The Jefferson County metallurgical complex is located 55 miles by road, Northeast to Butte. It contains 2 processing facilities, a 15,000 tonne per day flotation plant and a 1,000 tonne per day gold mill along with grinding, crushing, tailings facilities and extensive associated infrastructure. The 15,000 tonne per day crushing, grinding flotation plant was designed to process [ polymetallic ] ores. That is particularly relevant to Silver Bow because Rainbow Block is also a [ polymetallic ] system, containing silver, gold, zinc and lead. We believe the facility may be suitable for processing Rainbow Block mineralization, following completion of the proposed transaction, one of our priorities will be advancing the technical and engineering work necessary to evaluate how the facility can be properly integrated into a future Rainbow Block development. There is work to do. We need to understand the condition of the equipment and the infrastructure in detail, evaluate the appropriate processing configuration for the Rainbow Block mineralization continue metallurgical and engineering work and incorporate that information into a broader technical and economic evaluation of the Rainbow Block. Importantly, if we complete the proposed transaction, we will be doing that on work, that work on infrastructure that we control. This is what makes the transaction strategically significant to us. We are securing an existing processing complex in Montana, while continuing to advance the mineral resource that could potentially utilize it. There's another reason why this opportunity really stood out to us, and that is for capital discipline. Building a mine is not simply about defining a mineral resource. The infrastructure around a project can have significant implications for capital requirements, permitting, development schedules and ultimately, project economics. The Jefferson County metallurgical complex exists. We are acquiring a metallurgical facility and associated infrastructure that, according to an independent fairness opinion has a replacement value in today's market of approximately USD 350 million. Now that does not mean the facilities can simply be turned on and begin processing Rainbow Block material, and it does not eliminate future capital requirements. There's technical engineering, environmental and regulatory work ahead of us. But acquiring existing infrastructure gives us a valuable starting point and an alternative that we can evaluate against other potential development pathways. Since becoming a public company, we have consistently told our shareholders that we intend to allocate capital carefully. Here, we had an opportunity to acquire infrastructure that we believe can be strategically relevant to our flagship asset in our home state and within a practical distance of Butte. We believe that securing that infrastructure now has the potential to create meaningful long-term value for Silver Bow Mining. Let me also explain the transaction structure because I think it's important for our shareholders to understand what we are paying for and how the consideration works. So we're acquiring the assets through a Chapter 11 sale process involving Montana Tunnels Mining, Inc. The transaction has an initial closing and a subsequent final closing subject to the approvals and closing conditions described in today's announcement. At the initial closing, Silver Bow Mining will fund approximately USD 28.6 million, those funds are being used to address existing obligations associated with the assets, including satisfying Montana Department of Environmental Quality, reclamation bond deficit and resolving obligations owed to Jefferson County and paying other nonaffiliated creditors of Montana Gold Fields. At final closing, Silver Bow Mining will issue 3.5 million contingent value rights or CVRs, each CVR is convertible into one Silver Bow Mining common share in accordance with its terms and subject to the applicable shareholder NYSE American and other required approvals. We envision that this final closing will occur upon the approval of the bankruptcy judge on and around September 8 for the initial closing. The final closing post shareholder approval will follow the process with that. The agreement also provides for an additional 11.5 million deferred CDRs tied specifically to future development and production milestones at the Montana Tunnels and Pit. We structured this portion of the consideration very deliberately. These deferred CDRs are tied to future M Pit advancement rather than treating development of Montana tunnels as a foregone conclusion. The transaction also includes certain other contingent economic interests associated with potential future activity at the assets as described in today's release. These interests become economically relevant. Only if the work is undertaken and the programs are shown to be economic and of interest and generate production and cash flow. For shareholders, the important point is that the structure reflects the way we intend to manage these assets, secure the infrastructure, complete the required technical work and make future investment decisions on the basis of that work. The acquisition includes what I just referred to as the M Pit. This is the historic Montana Tunnels M Pit. We do Montana tunnels as additional longer-term optionality within the transaction rather than a change in our primary focus. Following final closing, we have committed to a $5 million work program directed towards completing an M Pit feasibility study. This work will allow us to evaluate the technical and economic considerations associated with the M Pit based on current information. We've also committed to a separate minimum $3 million program to advance detailed engineering and regulatory work associated with the Clancy Creek bypass channel, a program very important to us to complete. We will complete the required work, evaluate the results and determine the appropriate path forward from there. So again, Rainbow Block remains our primary focus. Montana tunnels gives us another asset to evaluate over time and the contingent structure of a significant portion of the consideration is very consistent with that approach. So the way I think about this acquisition is fairly straightforward. Our work at the rainbow block continues, we're drilling, rehabilitating underground access and building the geological engineering and environmental information needed to evaluate potential event development. At the same time, we now have the opportunity to secure significant existing processing infrastructure relatively close to Butte. These efforts fit together. We don't yet know the ultimate development configuration for the Rainbow Block, and that will be determined by our technical work. But owning the Jefferson County metallurgical complex gives us an additional option as that work progresses and that allows us to evaluate that option from a position of strength and control. When we completed our IPO earlier this year, we said that listing and the capital we've raised were a means to execute on our strategy, not an end in themselves. And since then, we have been putting that capital work very deliberately. The rehabilitation of the Chief Joseph portal and the underground decline is intended to provide an important platform for future exploration and valuation of the Rainbow Block. Our surface drilling program is improving our understanding of the resource. In parallel, we have continued the technical, environmental and permitting work necessary to evaluate potential development pathways and the Jefferson County metallurgical complex is another step in that process. So as the Rainbow Block advances, the infrastructure could ultimately support development becomes increasingly relevant. The opportunity due to the opportunity to acquire an existing [ polymetallic ] processing facility of this scale in Montana and adjacent to Butte is one we believe is strategically important. We are acquiring this infrastructure before we have made a final development decision on rainbow, and this is very intentional. It allows us to preserve an option today while continuing the technical work that will determine whether and how that option should ultimately be used. We believe -- this puts Silver Bow mining in a stronger position as we advance our efforts in the Butte Mining District. So our approach from here remains consistent with how we've operated from the beginning. We'll continue advancing Rainbow Block and following the data. Assuming we complete the acquisition of the Jefferson County metallurgical complex, we will begin the detailed technical and engineering work necessary to evaluate the complex and its potential integration into a future Rainbow Block development. We will also complete that work, the work required to properly evaluate Montana Tunnels in and around the asset site. Throughout that process, we will continue to allocate capital carefully and communicate with shareholders as the technical work develops. We also recognize that this acquisition expands our responsibilities in Montana. The complex has its own history, environmental obligations and community relationships. We intend to approach these responsibilities directly and with the same emphasis on safety, transparency and respect that already guides our work in Butte. Successful projects require good geology and engineering, but they also require responsible environmental stewardship, constructive relationships with our local communities and regulators, and disciplined decision-making. These standards will apply to our work in Jefferson County. So when I step back and look at today's announcement, I see it as a continuation of what we have been building at Silver Bow Mining when we became a public company in April with a clear objective to responsibly advance what we believe is a significant mineral opportunity in the Butte mining district. Since then, we've moved quickly but deliberately, we're drilling the rainbow block, working to reestablished underground access and building the technical foundation needed to make sound decisions about the future of our project. The agreement we announced today gives us the opportunity to add significant existing processing infrastructure to that foundation. So there's still work ahead, we need to complete the transaction, obtain the required approvals and then do the technical work necessary to determine how these assets can best support our longer-term plans. The transaction does remain subject to bankruptcy court approval and other required conditions, including shareholder, NYSE American and State of Montana approvals as applicable. But we believe this is an important opportunity for the company. It gives us greater flexibility around the rainbow block, brings strategically relevant infrastructure under our control when the transaction closes and provides longer -- additional longer-term optionality through Montana Tunnels. Most importantly, it allows us to continue building Silver Bow mining in a disciplined way. I want to thank our team and our team of advisers for the work that has gone to getting us to this point. And I want to thank our shareholders for your continued confidence in us. We take that responsibility seriously, and we look forward to keeping you informed as this transaction and our work at the Rainbow Block moves forward. With that, I'd like to bring in Doug Stiles, our President. Doug and I thought it would be useful to spend the balance of our time addressing some questions that shareholders may have after reading today's announcement, including questions about the complex, the transaction itself, the M Pit and what comes next.

Great. So Doug and Travis, we have some pre-submitted questions that you will go through. And the first one is Silver Bow Mining has consistently said that its primary focus is advancing the rainbow block. Why pursue this acquisition at this stage? And does it change that focus?

Okay. I think I've visited this a few times in my presentation thus far. But simple answer, no. Our primary focus remains the Rainbow Block, and we see this acquisition as supporting that strategy, not changing it. So as we advance the Rainbow Block, one of the key questions is what the ultimate development pathway could look like. And importantly, what processing infrastructure could support that development. So the Jefferson County metallurgical complex gives us access to, again, substantial existing processing and related infrastructure within 55 miles by road from Butte, and we expect this infrastructure is going to be suitable for Rainbow Block mineralization. And so it gives us another option to evaluate as we advance the Rainbow Block development plans. So from our perspective, it's not about moving away from the rainbow block to pursue another project. It's about adding infrastructure and flexibility that can become very important to our development of the rainbow block.

Great. And the next question is, can you provide some background on the complex?

Yes, it's a good question. So the Jefferson County metallurgical complex has a long history in the state of Montana as a large-scale past-producing [ polymetallic ] operation. So the Montana Tunnels mine was discovered in 1981, permitted in 1986 began production in 1987 and processed gold, silver, lead and zinc using crushing, grinding, flotation, producing lead gold, silver and zinc gold concentrates together with gold dore from a gravity circuit. So from the start of operations through 2008, approximately 98 million tons of material were processed producing approximately 1.64 million ounces of gold, 30.8 million ounces of silver, 409 million pounds of lead and 1.1 billion pounds of zinc. Mining was ultimately interrupted following instability in the open pit wall and depletion of ore accessible within the existing permitted pit limits. So for Silver Bow Mining, the significance of the complex is that we're acquiring an established brownfield processing site with substantial existing infrastructure and a long operating history rather than proposing to build an entirely new processing facility from the ground up.

Great. And the next question is considering the operation has been in care and maintenance since 2008, is the mill still in good shape?

Yes. Scott, this is Doug Stiles I'll take this one. Yes, the metallurgical facility is largely intact. There will be some refurbishment necessary in order to make it operational, notably things like control systems, wiring, lights, those types of things. However, the mill is not stripped out and all of its primary components are still there.

Thanks, Doug. And the next question, is there still a resource at the M Pit?

There are historical mineral resource estimates for the in-pit in the public domain. However, those estimates are dated, and we do not treat them as current mineral resources nor are we making any representations as to their reliability. We plan to engage independent qualified persons in order to complete a current mineral resource estimate for the M Pit, and we hope to have that work completed within the coming months. Until that work is completed, we really can't speculate on the size grade or classification of any potential resource at the pit.

Thanks, Doug. The next question is why act now, why not allow the Montana tunnels bankruptcy process to play out and acquire the assets from the receiver.

Yes. Well, once we concluded that this infrastructure could have strategic value to the company, and our future development of the Rainbow Block, we had to weigh the risk of waiting against the opportunity to secure the assets now. So if we had simply waited for the process to play out, we would have had less certainty over the ultimate disposition of assets that we had identified as being strategically important to Silver Bow mining. So we believe it was better to act when we had the opportunity to negotiate a transaction that made sense for the company and our shareholders. At the same time, we're not bypassing the bankruptcy process. So Tunnels Mining Inc. is in Chapter 11, and the transaction is expected to proceed through a Section 363 sale process. and remains subject to bankruptcy court approval. So there is still a court supervised process around this transaction.

And the next question is, what exactly is Silver Bow mining acquiring?

Well, again, we are acquiring the Jefferson County Metallurgical Complex, which is an integrated complex with substantial existing processing and related infrastructure. That's contained within a 5,000-acre land position. So we're acquiring established physical infrastructure footprint, not simply another mineral property and this makes it particularly relevant as we evaluate our potential development alternatives for their high-grade Rainbow Block. The complex itself includes crushing and ore facilities, tailings facilities, in 2 separate milling and flotation circuits with capacities of 15,000 tonnes per day and 1,000 tonnes per day. The acquisition also includes the historic Montana tunnels pit and associated infrastructure and property interests. And to answer the question in another way, the metallurgical facility and associated infrastructure -- according to a recent independent fairness opinion has a replacement value in today's market of approximately USD 350 million.

And the next question is, how good owning this processing infrastructure affect the development pathway for rainbow?

Thanks, Scott. I'll take that. It is -- it's really too early to define exactly what the ultimate Rainbow Block development plan will look like. And we don't want to get ahead of that work, which is ongoing right now. like we've stated previously, what this acquisition does is it gives us additional flexibility and already constructed key infrastructure. The processing infrastructure is expected to be suitable for Rainbow Block [ polymetallic ] mineralization. The technical work will focus on determining how that infrastructure could best be incorporated into future Rainbow Block development plans, including the metallurgical engineering and most importantly as well, permitting requirements associated with doing that. The key takeaway here is that we are not -- we have made -- we have made -- we have not made a development decision, but this really provides the potential expansion range of development alternatives available to us. And we think this is a strategically valuable asset.

Thanks, Doug. And the next question is -- does Silver Bow mining expect to simply restart the existing processing facilities? Or will additional permitting be required?

Additional permitting in rehab will be required before we can restart and operate the facility for any Rainbow Block material. The site has been on care and maintenance for almost 20 years, and we do not want investors to come away with the impression that this is a fully permitted turnkey facility that we can simply switch back on. At the same time, we are acquiring substantial existing constructed infrastructure. This includes crushing circuits, grinding mills, flotation cells, concentrated handling facilities, and importantly, constructed tailings facilities with available capacity. Those facilities, we will need to address those through the appropriate technical evaluation, rehab permitting processes, but having constructed infrastructure and tailings capacity within 55 miles of Butte is an important advantage compared with designing, permitting, financing and constructing an entirely new processing and tailings solutions from the ground up. The permitting work here will be a key piece as we move forward. The site has a BLM record of decision in the state issued operating permit and associated reclamation bond. State operating permit was suspended by DEQ, and they currently hold the permit in that status. We will work with both Montana DEQ and the BLM to determine next steps. But we do recognize and fully anticipate that additional or amendments to existing permits will be required.

And the next question is what are Silver Bow Mining's plans for the M Pit is the M Pit a new priority for the company?