Jefferson County, Montana · Announced August 24, 2026
Jefferson County Metallurgical Complex
Silver Bow Mining has entered into a definitive asset purchase agreement to acquire the Jefferson County Metallurgical Complex, a mineral processing facility northeast of Butte.
The acquisition of the Jefferson County Metallurgical Complex represents an important strategic opportunity for Silver Bow Mining and supports our primary focus of advancing our high-grade Rainbow Block Project in Butte.
What is being acquired
The Complex comprises two mineral processing circuits together with the historic Montana Tunnels M-Pit, on an approximate 5,000-acre land position in Jefferson County, Montana.
The assets
- A 15,000-ton-per-day milling and flotation circuit
- A 1,000-ton-per-day milling and flotation circuit
- Crushing and ore storage facilities
- Tailings facilities
- Associated infrastructure within an approximate 5,000-acre land position
- The historic Montana Tunnels M-Pit
Expected benefits
- The Complex is strategically located near the Company’s Rainbow Block Project
- The Company believes the 1,000-tpd milling and flotation circuit, with certain upgrades, will be suitable for processing the high-grade silver-zinc-lead-gold mineralization comprising the Rainbow Block resources
- The Complex provides the Company with processing infrastructure and additional flexibility as it evaluates potential development pathways for the Rainbow Block
- Together with the Company’s existing Butte Mining District claims, the Complex would extend the Company’s Montana asset base into Jefferson County
The Company has stated that further technical evaluation, site work and permitting will be required.
Structure and consideration
Under the terms of the Agreement, Silver Bow Mining will acquire 100% ownership of the Complex at Final Closing, free and clear of liens. The Agreement provides a staged transaction structure, including an Initial Closing and a subsequent Final Closing following satisfaction or waiver of the applicable closing conditions.
| Component | Amount | Terms |
|---|---|---|
| Initial Closing funding | US$28.6Mapproximate | The Company will fund approximately US$28.6 million to satisfy specified creditors associated with the acquired assets, including approximately US$4.27 million to satisfy amounts owing to Jefferson County and approximately US$20.8 million to satisfy specified obligations owing to the Montana Department of Environmental Quality (“Montana DEQ”). In consideration for the funding, at the Initial Closing, Montana Tunnels Mining, Inc., will issue to the Company a senior secured note secured against the real property interests, fixtures and tangible personal property at the Complex. |
| Final Closing consideration | 3,500,000contingent value rights | Following receipt of necessary approvals, at Final Closing, Silver Bow Mining will issue 3,500,000 contingent value rights (the “Final Closing CVRs”). Each Final Closing CVR converts into one common share of Silver Bow Mining 180 days following Final Closing, subject to certain terms and limitations as set forth in the Final Closing CVR terms. The issuance of the Final Closing CVRs, the Deferred Compensation CVRs and the underlying shares of Silver Bow Mining is subject to the approval of the shareholders of Silver Bow Mining, the approval of the NYSE American and other required approvals. |
| Deferred M-Pit milestone consideration | 11,500,000deferred compensation CVRs | The Agreement provides for the issuance of 11,500,000 additional deferred compensation CVRs to Montana Goldfields, Inc., representing potential future consideration contingent on future contingent milestones, including potential M-Pit exploration, development and commercial production. Of these, 6,250,000 will convert into 6,250,000 common shares of Silver Bow Mining upon the earlier of (i) a positive construction decision on the M-Pit Expansion or (ii) nine months following completion of an M-Pit feasibility study which demonstrates positive economics for the project. The remaining 5,250,000 will convert upon the earlier of (i) the achievement of the M-Pit commercial production milestone or (ii) 36 months following a construction decision by Silver Bow Mining on the M-Pit Expansion, subject to specified extensions. |
| Contingent economic interests | Contingentin favor of Montana Goldfields | Certain contingent economic interests in favor of Montana Goldfields, Inc., dependent upon future activity, production or net profits from the acquired assets: (i) a 2% net smelter return royalty on future production from the M-Pit, subject to a US$10 million full buyback right in favor of Silver Bow Mining; (ii) a toll-milling arrangement for material from Montana Goldfields’ Golden Dream and Diamond Hill projects, subject to satisfaction of all applicable State of Montana permitting and eligibility requirements; (iii) a 50% net profits interest (“NPI”) related to potential future tailings reprocessing at the Complex; and (iv) a 75% NPI in potential future Clancy Creek placer production at the Complex. These NPI arrangements apply only to the specified future activities and become relevant solely if those activities are permitted under applicable State of Montana requirements, are determined to be economically viable, are undertaken, and generate net profits after recoupment of capital investment. |
| Post-closing work commitments | US$5M + US$3Mwork programs | Following Final Closing, the Company has agreed to undertake specified technical work programs associated with the acquired Complex. A US$5 million work program is directed toward completion of a Feasibility Study on the M-Pit Expansion, and a US$3 million program to advance detailed engineering and regulatory work associated with the Clancy Creek Bypass Channel. The Agreement provides for completion of the M-Pit Feasibility Study within nine months following Final Closing, subject to specified extensions for certain technical matters that may require additional assessment or verification. |
All CVRs will be subject to certain eligibility and transfer restrictions under the CVR Agreement, including restrictions intended to prevent persons who are ineligible under Montana Code Annotated §82-4-360 from converting CVRs into Silver Bow Mining common shares. Section 82-4-360 limits the ability of certain persons to engage in hard-rock mining or exploration activities in Montana.
Transaction timeline
The Complex is being acquired through a Chapter 11 sale process involving Montana Tunnels Mining, Inc. The transaction is expected to proceed pursuant to Section 363 of the U.S. Bankruptcy Code.
Definitive agreement signed
Silver Bow Mining entered into a definitive asset purchase agreement with Montana Goldfields, Inc. and Montana Tunnels Mining, Inc. A related Current Report on Form 8-K is expected to be filed with the SEC and, once filed, will appear in the Company’s SEC filings.
CompleteBankruptcy Court approval
The transaction is expected to proceed pursuant to Section 363 of the U.S. Bankruptcy Code and remains subject to approval by the U.S. Bankruptcy Court for the District of Montana. The Initial Closing is subject to Bankruptcy Court approval and related conditions; the shareholder approvals, NYSE American approval and governmental approvals described below are conditions to Final Closing.
Condition to Initial ClosingInitial Closing
Subject to Bankruptcy Court approval and related conditions. The Company will fund approximately US$28.6 million to satisfy specified creditors associated with the acquired assets, and will receive a senior secured note in consideration for that funding. The collateral is set out in the consideration table above.
PendingSpecial Meeting of Shareholders
The Company intends to call a Special Meeting of Shareholders to seek approval of the issuance of the CVRs and the common shares underlying the CVRs, as required under the rules of the NYSE American, and to solicit proxies in connection with the meeting. Shareholder approval is a condition to Final Closing; the announcement does not state when the meeting will be held relative to the Initial Closing.
Condition to Final ClosingFinal Closing
Subject to customary closing conditions as set out in the announcement, including approval by the Company’s shareholders of the issuance of the CVRs and the common shares underlying the CVRs, as required under the rules of the NYSE American; approval by the NYSE American for the listing of such underlying common shares; certain other governmental approvals, if deemed necessary; the absence of material adverse changes affecting the acquired assets; and the absence of litigation materially affecting the acquired assets.
PendingThere can be no assurance that the transaction will close on the terms described, or at all.
Webcast
Silver Bow Mining hosted a live webcast to discuss the acquisition of the Jefferson County Metallurgical Complex.
- August 24, 2026 · 4:00 p.m. ET
Documents
Press release
Silver Bow Mining Signs Definitive Agreement to Acquire the Jefferson County Metallurgical Complex in Montana
Read the release →SEC filings
The Company’s filings with the U.S. Securities and Exchange Commission, including the Current Report on Form 8-K relating to this transaction, once that report is filed.
View SEC filings →Questions about the transaction: ir@silverbowmining.com
Presentations, stock information and the investor FAQ: Investor Relations →
The Company’s flagship project in the Butte Mining District: Rainbow Block →
Questions about the transaction
Where is the Complex?
In Jefferson County, Montana, approximately 55 miles by road northeast of Butte.
How is Silver Bow paying for the Complex?
Through a staged structure. At Initial Closing, the Company will fund approximately US$28.6 million to satisfy specified creditors associated with the acquired assets, and Montana Tunnels Mining, Inc. will issue to the Company a senior secured note secured against the real property interests, fixtures and tangible personal property at the Complex. At Final Closing, following receipt of necessary approvals, Silver Bow Mining will issue 3,500,000 contingent value rights. The Agreement also provides for the issuance of 11,500,000 additional deferred compensation CVRs to Montana Goldfields, Inc., representing potential future consideration contingent on future contingent milestones, including potential M-Pit exploration, development and commercial production. Separately, following Final Closing, the Company has agreed to undertake a US$5 million work program directed toward completion of a Feasibility Study on the M-Pit Expansion and a US$3 million program to advance detailed engineering and regulatory work associated with the Clancy Creek Bypass Channel.
How do the CVRs work?
Each Final Closing CVR converts into one common share of Silver Bow Mining 180 days following Final Closing, subject to certain terms and limitations as set forth in the Final Closing CVR terms. The issuance of the Final Closing CVRs, the Deferred Compensation CVRs and the underlying shares of Silver Bow Mining is subject to the approval of the shareholders of Silver Bow Mining, the approval of the NYSE American and other required approvals. All CVRs will be subject to certain eligibility and transfer restrictions under the CVR Agreement, including restrictions intended to prevent persons who are ineligible under Montana Code Annotated §82-4-360 from converting CVRs into Silver Bow Mining common shares.
Does the Company have the cash to satisfy its closing obligations?
As stated in the announcement, the Company has sufficient cash resources to satisfy its closing obligations and continue its current planned operations while it is evaluating a range of financing alternatives, with a preference for structures that minimize dilution to existing shareholders, in order to preserve financial flexibility as it advances its broader exploration and, if warranted, development plans.
Why is the transaction going through a bankruptcy process?
The Complex is being acquired through a Chapter 11 sale process involving Montana Tunnels Mining, Inc., which filed for bankruptcy protection on July 27, 2026. The transaction is expected to proceed pursuant to Section 363 of the U.S. Bankruptcy Code and remains subject to approval by the U.S. Bankruptcy Court for the District of Montana.
What approvals are still required?
The Initial Closing is subject to Bankruptcy Court approval and related conditions. Completion of the Final Closing is subject to customary closing conditions, including approval by the Company’s shareholders of the issuance of the CVRs and the common shares underlying the CVRs, as required under the rules of the NYSE American; approval by the NYSE American for the listing of such underlying common shares; certain other governmental approvals, if deemed necessary; the absence of material adverse changes affecting the acquired assets; and the absence of litigation materially affecting the acquired assets.
Will shareholders vote on this?
Yes. Issuing the CVRs and the common shares underlying them requires the approval of Silver Bow Mining shareholders under the rules of the NYSE American. The Company intends to call a Special Meeting of Shareholders to seek that approval and to solicit proxies in connection with the meeting.
What happens to the Montana Tunnels M-Pit?
Following Final Closing, the Company has agreed to undertake a US$5 million work program directed toward completion of a Feasibility Study on the M-Pit Expansion. The Agreement provides for completion of the M-Pit Feasibility Study within nine months following Final Closing, subject to specified extensions for certain technical matters that may require additional assessment or verification. The feasibility work will evaluate technical and economic considerations associated with the M-Pit Expansion. The deferred compensation CVRs to be issued to Montana Goldfields, Inc. are contingent on future milestones, including potential M-Pit exploration, development and commercial production.
Does this transaction add mineral resources?
No. The announcement of August 24, 2026, does not report a mineral resource or mineral reserve estimate for the acquired assets. The only mineral resource disclosed in that announcement is the Company’s existing Inferred Mineral Resource for the Rainbow Block, which is set out in the technical reports referenced below.
When is the transaction expected to close?
The Agreement provides for an Initial Closing and a subsequent Final Closing following satisfaction or waiver of the applicable closing conditions. There can be no assurance that the transaction will close on the terms described, or at all. This page is updated as milestones are announced.
Page updates
Legal and technical disclosure
Forward-looking statements
This page 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 completion of the acquisition; the Chapter 11 and Section 363 process; Bankruptcy Court and other approvals; the amount and timing of the initial funding obligation; the acquisition and transfer of assets and permits; the issuance and conversion of CVRs; the toll-milling, royalty and net profits interest arrangements; the US$5 million M-Pit feasibility work program and the timing, completion and results of the M-Pit Feasibility Study; the Clancy Creek Bypass Channel program; any future construction decision, restart or production from the M-Pit; the potential suitability of the Jefferson County Metallurgical Complex milling and flotation circuits for processing Rainbow Block mineralization; potential development pathways for Rainbow Block; and expected strategic benefits of the transaction are forward-looking. Forward-looking statements 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; changes in the amount of obligations required to be funded; reclamation, environmental and legacy-liability costs; the status or transferability of permits; results of technical and feasibility studies; the Company’s future capital costs, operating costs, non-operating costs, and ability to raise capital on terms acceptable to the Company or at all; risks relating to the Company’s exploration activities in Montana; risks related to the Company’s mineral claims, including the validity, title and maintenance of mineral claims and property rights; risks in obtaining, maintaining or amending permits, licenses and future permitting and regulatory approvals; commodity-price fluctuations; litigation; the inherently hazardous nature of mining-related activities; and other operational and environmental risks inherent in mineral exploration and mining-related activities. Additional risk factors are discussed under the headings “Forward-Looking Statements” and “Risk Factors” in the Company’s Registration Statement on Form S-1, as amended, filed with the U.S. Securities and Exchange Commission on April 24, 2026, 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. Readers are cautioned not to place undue reliance on forward-looking statements and forward-looking information, which speak only as of the date of the news release of August 24, 2026. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements and forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. 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.
No offer or solicitation
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. The CVRs and underlying Silver Bow Mining common shares will be issued in reliance on available exemptions from registration applicable to private offerings of securities. Such securities will be subject to applicable restrictions on transfer and will constitute “restricted securities” within the meaning of Rule 144 under the Securities Act. This page 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.
Qualified person and mineral resource disclosure
The scientific and technical information on this page is drawn from the news release of August 24, 2026. The scientific and technical information in that release was reviewed and approved by Phillip Nickerson, PhD, CPG, Vice President of Exploration of Silver Bow Mining Corp., who is a “qualified person” within the meaning of National Instrument 43-101, Standards of Disclosure for Mineral Projects. The Company’s current Inferred Mineral Resource for the Rainbow Block is disclosed in the Technical Report Summary prepared in accordance with the requirements of Subpart 1300 of Regulation S-K titled Technical Report Summary: Rainbow Block, Butte Mining District, Silver Bow County, Montana, USA, and the National Instrument 43-101 technical report titled Technical Report on the Rainbow Block Property, Butte Mining District, Silver Bow County, Montana, USA, each with an effective date of December 31, 2024 and updated February 3, 2026, prepared by Jacob Anderson, CPG, MAusIMM of Dahrouge Geological Consulting. The news release of August 24, 2026, does not report a mineral resource or mineral reserve estimate for the acquired assets. Mineral resources are not mineral reserves and do not have demonstrated economic viability. Inferred Mineral Resources have a high degree of geological uncertainty and may not be considered when assessing the economic viability of a mining project or converted to mineral reserves. There is no assurance that any inferred Mineral Resource will be upgraded to a higher category through continued exploration or that any mineral resource will ultimately be converted to a mineral reserve.
Additional information and where to find it
This page 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 Mining intends to file relevant materials with the U.S. 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 Mining 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.
Participants in the solicitation
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/A, which was filed with the SEC on April 24, 2026. To the extent holdings of Silver Bow Mining’s securities by their respective directors or executive officers have changed since the amounts set forth in the Registration Statement on Form S-1/A, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 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.