U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑	☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		FOR THE QUARTERLY PERIOD ENDED ~~July~~January 31, ~~2022~~2023..

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _________ TO _________.

Commission File Number: 001-33125

SILVER BULL RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Nevada		91-1766677
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)

777 Dunsmuir Street, Suite 1610
Vancouver, B.C., Canada V7Y 1K4
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (604)-687-5800

Securities registered pursuant to Section 12(b) of the Act: None

~~777 Dunsmuir Street, Suite 1605~~

~~Vancouver, B.C., Canada V7Y 1K4~~

~~(Address of principal executive offices, including zip code)~~

~~Registrant’s telephone number, including area code: (604)-687-5800~~

~~Securities registered pursuant to Section 12(b) of the Act:~~ ~~None~~

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑☒ No ☐

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 not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

☒

As of ~~September 12, 2022,~~March 16, 2023, there were ~~35,055,652~~35,847,960 shares of the registrant’s $0.01 par value common stock outstanding, the registrant’s only outstanding class of voting securities.

SILVER BULL RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

TABLE OF CONTENTS

Page

PART I – FINANCIAL INFORMATION	3
ITEM 1. FINANCIAL STATEMENTS.	3
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	2217
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	2922
ITEM 4. CONTROLS AND PROCEDURES.	2922
PART II – OTHER INFORMATION	3023
ITEM 1. LEGAL PROCEEDINGS.	3023
ITEM 1A. RISK FACTORS.	3023
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	3023
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.	3023
ITEM 4. MINE SAFETY DISCLOSURES.	3023
ITEM 5. OTHER INFORMATION.	3023
ITEM 6. EXHIBITS.	3124
SIGNATURES	3225

[The balance of this page has been intentionally left blank.]

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL ~~STATEMENTS.~~STATEMENTS.

SILVER BULL RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

CONDENSED CONSOLIDATED BALANCE SHEETS

	July 31, 2022			October 31, 2021			January 31, 2023			October 31, 2022
		(Unaudited)						(Unaudited)
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	631,932		$	189,607
Value-added tax receivable, net of allowance for uncollectible taxes of $420,982 (Note 7)		—			120,810
Cash and cash equivalents (Note 14)							$	745,808		$	886,728
Other receivables		1,829			7,307			3,334			2,834
Prepaid expenses and deposits		19,128			196,178			37,495			49,537
Investments (Note 5)		—			1,166,770
Due from related party (Note 6)								10,882			23,196
Total Current Assets		652,889			1,680,672			797,519			962,295


Value-added tax receivable, net of allowance for uncollectible taxes of $435,107 (Note 7)		122,536			—
Value-added tax receivable, net of allowance for uncollectible taxes of $483,025 and $449,219, respectively (Note 7)								128,070			127,036
Office and mining equipment, net (Note 8)		148,491			164,140			139,896			143,568
Property concessions (Note 9)		5,019,927			5,019,927			5,004,386			5,019,927
Goodwill (Note 10)		—			2,058,031
TOTAL ASSETS	$	5,943,843		$	8,922,770		$	6,069,871		$	6,252,826

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable	$	144,121		$	465,865		$	240,302		$	159,585
Accrued liabilities and expenses		179,845			324,454			205,468			179,607
Due to related party		437			—
Income tax payable		3,000			1,000			4,000			3,000
Total Current Liabilities		327,403			791,319			449,770			342,192

Loan payable (Note 11)		46,787			48,450
Loan payable (Note 10)								44,944			43,959
TOTAL LIABILITIES		374,190			839,769			494,714			386,151

COMMITMENTS AND CONTINGENCIES (Note 16)
COMMITMENTS AND CONTINGENCIES (Note 15)

STOCKHOLDERS’ EQUITY (Notes 6, 12, 13 and 14)
Common stock, $0.01 par value; 150,000,000 shares authorized, 35,055,652 and 34,547,838 shares issued and outstanding, respectively		2,418,415			2,413,337
STOCKHOLDERS’ EQUITY (Notes 5, 11, 12 and 13)
Common stock, $0.01 par value; 150,000,000 shares authorized, 35,055,652 shares issued and outstanding								2,418,415			2,418,415
Additional paid-in capital		140,177,960			139,803,515			140,804,660			140,750,310
Accumulated deficit		(137,118,970	)		(134,226,099	)		(137,740,166	)		(137,394,298	)
Other comprehensive income		92,248			92,248			92,248			92,248
Total Stockholders’ Equity		5,569,653			8,083,001			5,575,157			5,866,675

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	5,943,843		$	8,922,770		$	6,069,871		$	6,252,826

The accompanying notes are an integral part of these interim condensed consolidated financial ~~statements.~~statements

SILVER BULL RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

Three Months Ended
July 31,

Nine Months Ended
July 31,

2022 2021 2022 2021

REVENUES $ —   $ —   $ —   $ —

EXPLORATION AND PROPERTY HOLDING COSTS
Exploration and property holding costs 104,767 424,886 266,548 885,860
Depreciation (Note 8) 4,923 15,360 15,649 37,844
Goodwill impairment (Note 10) —   —   2,058,031 —
TOTAL EXPLORATION AND PROPERTY HOLDING COSTS 109,690 440,246 2,340,228 923,704

GENERAL AND ADMINISTRATIVE EXPENSES
Personnel 87,959 192,508 367,610 622,470
Office and administrative 60,809 97,040 192,031 327,251
Professional services 18,287 321,062 136,839 723,643
Directors’ fees 37,325 101,363 126,195 294,048
Provision for (recovery of) uncollectible value-added taxes (Note 7) 2,181 (1,199 ) 11,483 10,075
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES 206,561 710,774 834,158 1,977,487

LOSS FROM OPERATIONS (316,251 ) (1,151,020 ) (3,174,386 ) (2,901,191 )

OTHER INCOME (EXPENSES)
Interest income 3,608 7 3,619 87
Other income 1,050 —   1,050 —
Foreign currency transaction (loss) gain (1,772 ) (8,333 ) (20,127 ) 16,721
Gain on investment (Note 5) 301,493 —   301,493 —
      TOTAL OTHER INCOME (EXPENSES) 304,379 (8,326 ) 286,035 16,808

LOSS BEFORE INCOME TAXES (11,872 ) (1,159,346 ) (2,888,351 ) (2,884,383 )

INCOME TAX EXPENSE 3,020 1,013 4,520 4,550

NET LOSS (14,892 ) (1,160,359 ) (2,892,871 ) (2,888,933 )
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS —   (95,669 ) —   (142,945 )
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS (14,892 ) (1,064,690 ) (2,892,871 ) (2,745,988 )
BASIC AND DILUTED NET LOSS PER COMMON SHARE $ (0.00 ) $ (0.03 ) $ (0.08 ) $ (0.09 )
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES 35,055,652 33,954,929 34,852,898 33,705,785

	Three Months Ended January 31,
	2023			2022
REVENUES	$	—		$	—

EXPLORATION AND PROPERTY HOLDING COSTS
Exploration and property holding costs		117,205			108,288
Concessions impairment (Note 9)		15,541			—
Depreciation (Note 8)		3,672			5,243
TOTAL EXPLORATION AND PROPERTY HOLDING COSTS		136,418			113,531

GENERAL AND ADMINISTRATIVE EXPENSES
Personnel		88,774			92,135
Office and administrative		34,512			34,848
Professional services		46,964			58,747
Directors’ fees		33,826			18,916
Provision for uncollectible value-added taxes (Note 7)		8,326			6,435
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES		212,402			211,081

LOSS FROM OPERATIONS		(348,820	)		(324,612	)

OTHER INCOME (EXPENSES)
Interest income		6,794			6
Foreign currency transaction loss		(2,842	)		(4,393	)
TOTAL OTHER INCOME (EXPENSES)		3,952			(4,387	)

LOSS BEFORE INCOME TAXES		(344,868	)		(328,999	)

INCOME TAX EXPENSE		(1,000	)		(1,000	)
NET AND COMPREHENSIVE LOSS	$	(345,868	)	$	(329,999	)


BASIC AND DILUTED NET LOSS PER COMMON SHARE	$	(0.01	)	$	(0.01	)

BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		33,055,652			33,547,838

The accompanying notes are an integral part of these interim condensed consolidated financial ~~statements.~~statements

SILVER BULL RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

Common Stock
Number of Shares Amount Additional Paid-in Capital
Accumulated
Deficit

Other
Comprehensive Income

Total
Stockholders’ Equity

Nine months ended July 31, 2022
Balance, October 31, 2021 34,547,838 $ 2,413,337 $ 139,803,515 $ (134,226,099 ) $ 92,248 $ 8,083,001
Issuance of common stock as follows:
-for compensation at $0.25 per share (Note 12) 507,814 5,078 123,016 —   —   128,094
Stock option activity as follows:
- Stock-based compensation for options issued to directors, officers, employees and advisors (Note 13) —   —   251,429 —   —   251,429
Net loss for the nine-month period ended July 31, 2022 —   —   —   (2,892,871 ) —   (2,892,871 )
Balance, July 31, 2022 35,055,652 $ 2,418,415 $ 140,177,960 $ (137,118,970 ) $ 92,248 $ 5,569,653

	Common Stock
	Number of Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Other Comprehensive Income		Total Equity

Three months ended January 31, 2023
Balance, October 31, 2022	35,055,652	$	2,418,415	$	140,750,310	$	(137,394,298	)	$	92,248	$	5,866,675
Stock option activity as follows:
- Stock-based compensation for options issued to directors, officers, employees and advisors (Note 12)	—		—		54,350		—			—		54,350
Net loss for the three-month period ended January 31, 2023	—		—		—		(345,868	)		—		(345,868	)
Balance, January 31, 2023	35,055,652	$	2,418,415	$	140,804,660	$	(137,740,166	)	$	92,248	$	5,575,157

Common Stock
Number of Shares Amount Additional Paid-in Capital
Accumulated
Deficit

Other
Comprehensive Income

Total
Stockholders’ Equity

Three months ended July 31, 2022
Balance, April 30, 2022 35,055,652 $ 2,418,415 $ 140,123,611 $ (137,104,078 ) $ 92,248 $ 5,530,196
Stock option activity as follows:
- Stock-based compensation for options issued to directors, officers, employees and advisors (Note 13) — — 54,349 — — 54,349
Net loss for the three-month period ended July 31, 2022 — — — (14,892 ) — (14,892 )
Balance, July 31, 2022 35,055,652 $ 2,418,415 $ 140,177,960 $ (137,118,970 ) $ 92,248 $ 5,569,653

	Common Stock
	Number of Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Other Comprehensive Income		Total Equity

Three months ended January 31, 2022
Balance, October 31, 2021	33,547,838	$	2,413,337	$	139,803,515	$	(134,226,099	)	$	92,248	$	8,083,001
Stock option activity as follows:
Net loss for the three-month period ended January 31, 2022	—		—		—		(329,999	)		—		(329,999	)
Balance, January 31, 2022	35,547,838	$	2,418,415	$	139,803,515	$	(134,556,098	)	$	92,248	$	7,753,002

The accompanying notes are an integral part of these interim condensed consolidated financial ~~statements.~~statements

SILVER BULL RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended January 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(345,868	)	$	(329,999	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation		3,672			5,243
Concessions impairment		15,541			—
Provision for uncollectible value-added taxes		8,326			6,435
Foreign currency transaction (gain) loss		(497	)		37,606
Stock options issued for compensation (Note 12)		54,350			—
Changes in operating assets and liabilities:
Value-added tax receivable		(2,714	)		(6,289	)
Other receivables		(492	)		(9,665	)
Prepaid expenses and deposits		12,291			110,143
Due from related party (Note 6)		12,314			—
Accounts payable		90,817			(285,534	)
Accrued liabilities and expenses		10,340			35,423
Income tax payable		1,000			1,000
Net cash used in operating activities		(140,920	)		(435,637	)

CASH FLOWS FROM INVESTING ACTIVITY:
Proceeds from sale of investments		—			469,484
Net cash provided by investing activity		—			469,484

CASH FLOWS FROM FINANCING ACTIVITY:
Net cash provided by financing activity		—			—

Effect of exchange rates on cash and cash equivalents		—			(7,018	)

Net (decrease) increase in cash and cash equivalents		(140,920	)		26,829

Cash and cash equivalents beginning of period		886,728			189,607

Cash and cash equivalents end of period	$	745,808		$	216,436

The accompanying notes are an integral part of these interim condensed consolidated financial statements

SILVER BULL RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF ~~STOCKHOLDERS’ EQUITY~~ CASH FLOWS (CONTINUED)

(Unaudited)

Common Stock
Number of Shares Amount
Additional
Paid-in Capital

Accumulated
Deficit

Other
Comprehensive Income
Non-Controlling Interests
Total
Equity

Nine months ended July 31, 2021
Balance, October 31, 2020 33,165,945 $ 2,399,518 $ 138,613,286 $ (132,019,148 ) $ 92,248 $ —   $ 9,085,904
Earn-in option agreement (Note 4) —   —   82,670 —   —   —   82,670
Issuance of common stock as follows:
- for cash at a price of $0.47 per share with attached warrants, less offering costs of $6,780 (Note 12) 319,000 3,190 139,960 —   —   —   143,150
- for cash at a price of Canadian Dollar (“$CDN”) 1.00 per share, less offering costs of $14,628 (Note 12) 500,000 5,000 385,723 —   —   —   390,723
- for cashless exercise of options (Notes 12 and 13) 342,422 3,424 (3,424 ) —   —   —   —
Changes in interests in subsidiary —   —   —   —   —   1,980,557 1,980,557
Stock option activity as follows:
- Stock-based compensation for options issued to directors, officers, employees and advisors (Note 13) —   —   430,868 —   —   —   430,868
Net loss for the nine-month period ended July 31, 2021 —   —   —   (2,745,988 ) —   (142,945 ) (2,888,933 )
Balance, July 31, 2021 34,327,367 $ 2,411,132 $ 139,649,083 $ (134,765,136 ) $ 92,248 $ 1,837,612 $ 9,224,939

		Three Months Ended January 31,
		2023		2022

SUPPLEMENTAL CASH FLOW DISCLOSURES:

Income taxes paid	$	—	$	—
Interest paid		—		—

Common Stock
Number of Shares Amount
Additional
Paid-in Capital

Accumulated
Deficit

Other
Comprehensive Income
Non-Controlling Interests
Total
Equity

Three months ended July 31, 2021
Balance, April 30, 2021 33,713,931 $ 2,404,998 $ 139,139,503 $ (133,700,446 ) $ 92,248 $ 1,935,430 $ 9,871,733
Issuance of common stock as follows:
- for cash at a price of $CDN 1.00 per share, less offering costs of $14,628 (Note 12) 500,000 5,000 385,723 —   —   —   390,723
- for cashless exercise of options (Notes 12 and 13) 113,436 1,134 (1,134 ) —   —   —   —
Changes in interests in subsidiary —   —   —   —   —   (2,149 ) (2,149 )
Stock option activity as follows:
- Stock-based compensation for options issued to directors, officers, employees and advisors (Note 13) —   —   124,991 —   —   —   124,991
Net loss for the three-month period ended July 31, 2021 —   —   —   (1,064,690 ) —   (95,669 ) (1,160,359 )
Balance, July 31, 2021 34,327,367 $ 2,411,132 $ 139,649,083 $ (134,765,136 ) $ 92,248 $ 1,837,612 $ 9,224,939

The accompanying notes are an integral part of these interim condensed consolidated financial ~~statements.~~statements

6 7

~~SILVER BULL RESOURCES, INC.~~

~~(AN EXPLORATION STAGE COMPANY)~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)~~

Nine Months Ended
July 31,

2022 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (2,892,871 ) $ (2,888,933 )
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation 15,649 37,844
Goodwill impairment (Note 10) 2,058,031 —
Provision for uncollectible value-added taxes 11,483 10,075
Foreign currency transaction loss (income) 21,893 (8,408 )
Stock options issued for compensation (Note 12) 251,429 430,868
Shares of common stock issued for services (Note 12) 128,094 —
Realized share of net gain of investment (Note 5) (301,493 ) —
Changes in operating assets and liabilities:
Value-added tax receivable (12,186 ) (26,923 )
Income tax receivable —   481
Other receivables 4,456 (6,417 )
Prepaid expenses and deposits 170,822 95,266
Accounts payable (302,712 ) 125,998
Accrued liabilities and expenses (142,256 ) 103,082
Due to related party 437 —
    Income tax payable 2,000 (4,000 )
Net cash used in operating activities (987,224 ) (2,131,067 )

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of investments, net of costs (Note 5) 1,434,113 —
Purchase of equipment —   (82,034 )
Loan receivable —   (1,694,500 )
Net cash provided by (used in) investing activities 1,434,113 (1,776,534 )

CASH FLOWS FROM FINANCING ACTIVITIES:
Property concessions funding (Note 4) —   82,670
Proceeds from loan financing (Note 11) —   15,615
Proceeds from issuance of common stock, net of offering costs (Note 12) —   542,870
Proceeds from issuance of common stock of subsidiary, net of offering costs —   2,001,244
Net cash provided by financing activities —   2,642,399

Effect of exchange rates on cash and cash equivalents (4,564 ) 8,261

Net increase (decrease) in cash and cash equivalents 442,325 (1,256,941 )

Cash and cash equivalents beginning of period 189,607 1,861,518

Cash and cash equivalents end of period $ 631,932 $ 604,577

~~The accompanying notes are an integral part of these interim condensed consolidated financial statements.~~

~~SILVER BULL RESOURCES, INC.~~

~~(AN EXPLORATION STAGE COMPANY)~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (CONTINUED)~~

Nine Months Ended
July 31,

2022 2021

SUPPLEMENTAL CASH FLOW DISCLOSURES:

Income taxes paid $ 2,499 $ 8,237
Interest paid —   —

NON-CASH INVESTING AND FINANCING ACTIVITY:

Arras Private Placement costs included in accounts payable and accrued liabilities $ —   $ 20,687
2021 Private Placement costs included in accounts payable and accrued liabilities —   8,997

~~The accompanying notes are an integral part of these interim condensed consolidated financial statements.~~

NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN

Silver Bull Resources, Inc. (the “Company”) was incorporated in the State of Nevada on November 8, 1993 as the Cadgie Company for the purpose of acquiring and developing mineral properties. The Cadgie Company was a spin-off from its predecessor, Precious Metal Mines, Inc. On June 28, 1996, the Company’s name was changed to Metalline Mining Company. On April 21, 2011, the Company’s name was changed to Silver Bull Resources, Inc. The Company’s fiscal year-end is October 31. The Company has not realized any revenues from its planned operations and is considered an exploration stage company. The Company has not established any reserves with respect to its exploration projects and may never enter into the development stage with respect to any of its projects.

The Company ~~engages~~has been engaged in the business of mineral exploration. The Company currently owns a number of property concessions located in Coahuila, Mexico (collectively known as the “Sierra Mojada Property”). The Company conducts its operations in Mexico through its wholly-owned subsidiary corporations, Minera Metalin S.A. de C.V. (“Minera Metalin”) and Minas de Coahuila SBR S.A. de C.V. (“Minas”). ~~On August 26, 2021, the Company’s wholly-owned Mexican subsidiary, Contratistas de Sierra Mojada S.A. de C.V. (“Contratistas”) merged with and into Minera Metalin.~~

On April 16, 2010, Metalline Mining Delaware, Inc., a wholly-owned subsidiary of the Company incorporated in the State of Delaware, was merged with and into Dome Ventures Corporation (“Dome”), a Delaware corporation. As a result, Dome became a wholly-owned subsidiary of the Company. Dome has a wholly-owned subsidiary Dome Asia Inc., which is incorporated in the British Virgin Islands.

The Company’s efforts and expenditures have been concentrated on the exploration of properties, principally in the Sierra Mojada Property located in Coahuila, Mexico (the “Sierra Mojada Project”). The Company has not determined whether its exploration properties contain ore reserves that are economically recoverable. The ultimate realization of the Company’s investment in exploration properties is dependent upon the success of future property sales, the existence of economically recoverable reserves, and the ability of the Company to obtain financing or make other arrangements for exploration, development, and future profitable production activities. The ultimate realization of the Company’s investment in exploration properties cannot be determined at this time.

Illegal Blockade of Sierra Mojada Property

The Company’s efforts and expenditures have been concentrated on the exploration of properties, principally with respect to the Sierra Mojada Property located in Coahuila, Mexico.

On June 1, 2018, the Company and its subsidiaries Minera Metalin and Contratistas de Sierra Mojada S.A. de C.V. entered into an earn-in option agreement (the “South32 Option Agreement”) with South32 International Investment Holdings Pty Ltd (“South32”), a wholly-owned subsidiary of South32 Limited (ASX/JSE/LSE: S32), whereby South32 was able to obtain an option to purchase 70% of the shares of Minera Metalin (the “South32 Option”).

On October 11, 2019, the Company and its subsidiary Minera Metalin issued a notice of force majeure to South32 pursuant to the South32 Option Agreement. Due to an illegal blockade by a cooperative of local miners called Sociedad Cooperativa de Exploración Minera Mineros Norteños, S.C.L. (“Mineros Norteños”), the Company halted all work on the Sierra Mojada Property. The notice of force majeure was issued because the Company and its subsidiary Minera Metalin was unable to perform their obligations under the South32 Option Agreement due to the blockade. Pursuant to the South32 Option Agreement, any time period provided for in the South32 Option Agreement was to be generally extended by a period equal to the period of delay caused by the event of force majeure.

On August 31, 2022, due to the ongoing blockade of the site, the South32 Option Agreement was mutually terminated by South32 and the Company.

On March 2, 2023, the Company filed a Notice of Intent with Mexico’s Directorate General of Foreign Investment to initiate a legacy NAFTA claim under Annex 14-C of the United States-Mexico-Canada Agreement to recover economic damages resulting from the illegal blockade of the Sierra Mojada Property by Mineros Norteños (“NAFTA Notice of Intent”). The Company has been unable to access the project since the illegal blockade commenced in September 2019. Despite numerous demands and requests for action by the Company, Mexican governmental agencies have allowed this unlawful behaviour to continue and, as such, failed to protect the Company’s investment.

Arras Minerals Corp. Spin-Off

On August 12, 2020, the Company entered into an option agreement (the “Beskauga Option Agreement”) with Copperbelt AG, a corporation existing under the laws of Switzerland (“Copperbelt Parent”), and Dostyk LLP, an entity existing under the laws of Kazakhstan and a wholly-owned subsidiary of Copperbelt (the “Copperbelt Sub,” and together with Copperbelt Parent, “Copperbelt”), pursuant to which the Company has the exclusive right and option to acquire Copperbelt’s right, title and 100% interest in the Beskauga property located in Kazakhstan (the “Beskauga Property”), which consists of the Beskauga Main project (the “Beskauga Main Project”) and the Beskauga South project (the “Beskauga South Project,” and together the Beskauga Main Project, the “Beskauga Project”). The transaction contemplated by the Beskauga Option Agreement closed on January 26, 2021.

On February 5, 2021, Arras Minerals Corp. (“Arras”) was incorporated in British Columbia, Canada, as a wholly-owned subsidiary of the Company. On March 19, 2021, pursuant to an asset purchase agreement with Arras, the Company transferred its right, title and interest in and to the Beskauga Option Agreement, among other things, to Arras in exchange for 36,000,000 common shares of Arras. On September 24, 2021, the Company distributed to its shareholders one Arras common share for each Silver Bull share held by such shareholders, or ~~34,547,838~~34,547,838 Arras shares in total. Upon completion of the distribution, the Company retained 1,452,162 Arras common shares as a strategic investment ~~(Note 5),~~ and Arras became a stand-alone company.

Exploration Stage

The Company ~~included~~has established the ~~financial results~~existence of ~~Arras in its consolidated statement of operations~~mineral resources for the ~~period from February 5, 2021~~Sierra Mojada Project. The Company has not established proven or probable reserves, as defined by the United States Securities and the U.S. Securities and Exchange Commission (the “SEC”) subpart 1300 of Regulation S-K (“S-K 1300”), through the completion of a “final” or “bankable” feasibility study for Sierra Mojada Project. Furthermore, the Company has no plans to ~~September 24, 2021,~~establish proven or probable reserves for Sierra Mojada Project. As a result, and despite the ~~date~~fact that the Company commenced extraction of ~~the distribution.~~

~~The Company’s efforts and expenditures have been concentrated on the exploration of properties, principally in~~mineral resources at the Sierra Mojada Property, ~~located in Coahuila, Mexico. The~~the Company ~~has not determined whether its~~remains an exploration ~~properties contain ore reserves that are economically recoverable. The ultimate realization of~~stage company, as defined by the SEC.

Beginning with the Company’s ~~investment in exploration properties is dependent upon~~annual report on Form 10-K for the ~~success of future property sales, the existence of economically recoverable reserves, and the ability of~~year ended October 31, 2022, the Company ~~to obtain financing or make other arrangements for exploration, development, and future profitable production activities. The ultimate realization of the Company’s investment~~reports its mineral resources in ~~exploration properties cannot be determined at this time.~~accordance with S-K 1300.

Going Concern

Since its inception in November 1993, the Company has not generated revenue and has incurred an accumulated deficit of ~~$137,118,970.~~$137,740,000. Accordingly, the Company has not generated cash flows from operations, and since inception the Company has relied primarily upon proceeds from private placements and registered direct offerings of the Company’s equity securities, sales of investments and warrant exercises as the primary sources of financing to fund the Company’s operations. As of ~~July~~January 31, ~~2022,~~2023, the Company had cash and cash equivalents of approximately ~~$632,000.~~$746,000. Based on the Company’s limited cash and cash equivalents, and history of losses, there is substantial doubt as to whether the Company’s existing cash resources are sufficient to enable the Company to continue its operations for the next 12 months as a going concern. Management plans to pursue possible financing and strategic options including, but not limited to, obtaining additional equity financing, and the exercising of warrants by warrantholders. However, there is no assurance that the Company will be successful in pursuing these plans.

These interim condensed consolidated financial statements have been prepared on a going concern basis and do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary in the event the Company can no longer continue as a going concern. Such adjustments could be material.

NOTE 2 – BASIS OF PRESENTATION

The Company’s interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and applicable rules of the ~~U.S. Securities and Exchange Commission (the “SEC”)~~SEC regarding interim reporting. All intercompany transactions and balances have been eliminated during consolidation. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The consolidated balance sheet at October 31, ~~2021~~2022 was derived from the audited consolidated financial statements. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended October 31, ~~2021.~~2022.

All figures are in United States dollars unless otherwise noted.

The interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial ~~statements, except for the recent accounting pronouncements adopted as disclosed in Note 3.~~statements. In the opinion of management, the interim condensed consolidated financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim periods presented. Uncertainties with respect to estimates and assumptions are inherent in the preparation of the Company’s interim condensed consolidated financial statements. Accordingly, operating results for the ~~nine~~three months ended ~~July~~January 31, ~~2022~~2023 are not necessarily indicative of the results that may be expected for the fiscal year ending October 31, ~~2022~~2023 or any future period.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies are defined in the Company’s Annual Report on Form 10-K for the year ended October 31, ~~2021~~2022 filed with the SEC on January ~~14, 2022, except as follows.~~

~~Recent Accounting Pronouncements Adopted in the Nine-Month Period Ended July 31, 2022~~

On November 1, 2021, the Company adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Updated (“ASU”) 2020-01, “Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) – Clarifying the Interactions between Topic 321, Topic 323, and Topic 815.” ASU 2020-01 is effective for interim and annual periods beginning after December 15, 2020. The adoption of this update did not have a material impact on the Company’s financial position, results of operations or cash flows and disclosures.

~~Recent Accounting Pronouncements Not Yet Adopted~~

In March 2022, the FASB issued ASU 2022-01, “Derivatives and Hedging (Topic 815): Fair Value Hedging—Portfolio Layer Method” which is intended to make amendments to the fair value hedge accounting previously issued in ASU 2017-12 “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. The new standard will be effective for reporting periods beginning after December 15, 2022. The standard introduced the portfolio layer method allowing multiple hedged layers of a single closed portfolio when applying fair value hedge accounting. The adoption of this update is not expected to have a material impact on the Company’s financial position, results of operations or cash flows and disclosures.26, 2023.

Other recent accounting pronouncements issued by the ~~FASB~~Financial Accounting Standards Board (“FASB”) (including its Emerging Issues Task Force) and the SEC did not or are not expected to have a ~~material~~significant impact on the Company’s present or future consolidated financial statements.

NOTE 4 – SOUTH32 OPTION AGREEMENT

On June 1, 2018, the Company and its subsidiaries Minera Metalin and Contratistas de Sierra Mojada S.A. de C.V. entered into ~~an earn-in option agreement (the “South32~~the South32 Option ~~Agreement”)~~Agreement with South32, ~~International Investment Holdings Pty Ltd (“South32”),~~ a wholly-owned subsidiary of South32 Limited (ASX/JSE/LSE: S32), whereby South32 was able to obtain an option to purchase 70% of the shares of Minera ~~Metalin and Contratistas (the “South32 Option”).~~Metalin.

On October 11, 2019, the Company and its subsidiary Minera Metalin issued a notice of force majeure to South32 pursuant to the South32 Option Agreement. Due to a blockade by a cooperative of local miners called Sociedad Cooperativa de Exploración Minera Mineros Norteños, S.C.L. (“Mineros Norteños”), the Company ~~has~~ halted all work on the Sierra Mojada Property. The notice of force majeure was issued because of the blockade’s impact on the ability of the Company and its subsidiary Minera Metalin to perform their obligations under the South32 Option Agreement. Pursuant to the South32 Option Agreement, any time period provided for in the South32 Option Agreement was to be generally extended by a period equal to the period of delay caused by the event of force majeure.

On August 31, 2022, the South32 Option Agreement was mutually terminated by South32 and the Company. No portion of the equity value of the Company ~~(Note 18).~~has been classified as temporary equity as the South32 Option has no intrinsic value. South32 paid $518,000 to the Company as a final payment for the exploration costs incurred by the Company during the blockade and the Company released South32 from all of claims as of the date of termination.

As of ~~September 12, 2022,~~March 16, 2023, the blockade by Mineros Norteños at, on and around the Sierra Mojada Property is ongoing.

As noted above, Contratistas has since merged with and into Minera Metalin. Minera Metalin owns the Sierra Mojada Property located in Coahuila, Mexico (the “Sierra Mojada Project”) and supplies labor for the Sierra Mojada Project. Under the South32 Option Agreement, South32 could have earned into the South32 Option by funding a collaborative exploration program on the Sierra Mojada Project. Upon the terms and subject to the conditions set forth in the South32 Option Agreement, in order for South32 to earn and maintain its four-year option, South32 was to have contributed to Minera Metalin for exploration of the Sierra Mojada Project at least $3 million by the end of Year 1, $6 million by the end of Year 2, $8 million by the end of Year 3 and $10 million by the end of Year 4 (the “Initial Funding”). Funding was made on a quarterly basis based on the subsequent quarter’s exploration budget. South32 was able to exercise the South32 Option by contributing $100 million to Minera Metalin (the “Subscription Payment”), less the amount of Initial Funding previously contributed by South32. The issuance of shares upon notice of exercise of the South32 Option by South32 was subject to antitrust approval by the Mexican government. If the full amount of the Subscription Payment had been advanced by South32 and the South32 Option became exercisable and was exercised, the Company and South32 would have been obligated to contribute funding to Minera Metalin on a 30/70 pro rata basis. If South32 elected not to continue with the South32 Option during the four-year option period, the Sierra Mojada Project would remain 100% owned by the Company. The exploration program was initially managed by the Company, with South32 being able to approve the exploration program funded by it. The Company received funding of $3,144,163 from South32 for Year 1 of the South32 Option Agreement. In April 2019, the Company received a notice from South32 to maintain the South32 Option Agreement for Year 2 by providing cumulative funding of $6 million by the end of such period. The Company received funding of $1,502,831, which included payments of $319,430, $1,100,731 and $82,670 received during the years ended October 31, 2019, 2020 and 2021, respectively, from South32 for Year 2 of the South32 Option Agreement, the time period for which was extended by the event of force majeure as described above. As of July 31, 2022, the Company had received cumulative funding of $4,646,994 under the South32 Option Agreement. During the nine months ended July 31, 2022, the Company received $~~nil~~ payments for the extended Year 2 time period due to the event of force majeure. If the South32 Option Agreement was terminated by South32 without cause or if South32 was unable to obtain antitrust authorization from the Mexican government, the Company would be under no obligation to reimburse South32 for amounts contributed under the South32 Option Agreement.

Upon exercise of the South32 Option, Minera Metalin would have been required to issue common shares to South32. Pursuant to the South32 Option Agreement, following exercise and until a decision has been made by the board of directors of Minera Metalin to develop and construct a mine on the Sierra Mojada Project, each shareholder holding greater than or equal to 10% of the shares may withdraw as an owner in exchange for a 2% net smelter royalty on products produced and sold from the Sierra Mojada Project. Any shareholder whose holdings are reduced to less than 10% must surrender its interest in exchange for a 2% net smelter royalty.

The Company determined that Minera Metalin is a variable interest entity and that the South32 Option Agreement did not resulted in the transfer of control of the Sierra Mojada Project to South32. The Company also determined that the South32 Option Agreement represented non-employee share-based compensation associated with the collaborative exploration program undertaken by the parties. The compensation cost is expensed when the associated exploration activity occurs. The share-based payments have been classified as equity instruments and valued based on the fair value of the cash consideration received, as it is more reliably measurable than the fair value of the equity interest. If the South32 Option had been exercised and shares were issued prior to a decision to develop a mine, such shares would have been classified as temporary equity as they would have been contingently redeemable in exchange for a net smelter royalty under circumstances that were not wholly in control of the Company or South32 and were not probable.

~~No portion of the equity value had been classified as temporary equity as the South32 Option had no intrinsic value.~~

~~The combined approximate carrying amount of the assets and liabilities of Minera Metalin (consolidated with its wholly-owned subsidiary) are as follows at July 31, 2022:~~

Assets: Mexico
Cash and cash equivalents $ 4,000
Value-added tax receivable, net 123,000
Prepaid expenses and deposits 4,000
Office and mining equipment, net 148,000
Property concessions 5,020,000
Total assets $ 5,296,000

Liabilities:
Accounts payable $ 7,000
Accrued liabilities and expenses 59,000
Payable to Silver Bull Resources, Inc. to be converted to equity upon exercise of the South32 Option 3,868,000
Total liabilities $ 3,934,000

Net advances and investment in the Company’s Mexican subsidiary $ 1,362,000

The Company’s maximum exposure to loss at July 31, 2022 is $5,230,000, which includes the carrying value of the variable interest entity’s net assets, excluding the payable to Silver Bull Resources, Inc.

~~NOTE 5 – INVESTMENTS~~

On August 12, 2020, the Company entered into the Beskauga Option Agreement with Copperbelt pursuant to which it had the exclusive right and option to acquire Copperbelt’s right, title and 100% interest in the Beskauga property located in Kazakhstan. On March 19, 2021, the Company transferred its interest in the Beskauga Option Agreement, among other things, to its subsidiary, Arras, in exchange for 36,000,000 common shares of Arras.

~~On September 24, 2021, pursuant to a Separation and Distribution Agreement, the Company distributed to its shareholders one Arras common share for each Silver Bull share held by such shareholders, or~~ ~~34,547~~,838 Arras common shares in total (the “Distribution”). Upon completion of the Distribution, the Company retained 1,452,262 Arras shares, or approximately 4% of the outstanding Arras common shares, as a strategic investment.

At the time of the Distribution, the Company determined that Arras was no longer a controlled subsidiary due to the dilution of its interest in Arras and the fact that Arras became a stand-alone company at the time of the Distribution. On the date control was lost, the Company recorded its interest retained in Arras at carrying value without gain or loss.

The Company determined that the Company’s retained interest in Arras is accounted for using the fair value method for the period from September 24, 2021, onwards, and its investments in Arras is presented as an investment.

~~On December 6, 2021, the Company sold 600,000 common shares of Arras at a price of $CDN 1.00 per share for proceeds of $469,484 ($CDN 600,000).~~

On June 15, 2022, the Company sold the remaining 852,262 common shares of Arras at a price of $CDN 1.50 per share for gross proceeds of $994,704 ($CDN 1,278,393) and incurred broker costs of $30,075 in relation to the sale.

~~A summary of the changes in investments for the year ended October 31, 2021 and the nine months ended July 31, 2022 is as follows:~~

Equity security – October 31, 2020 $ —
Carrying value of investment on deconsolidation 75,817
Gain on investment 1,090,953
Equity security – October 31, 2021 $ 1,166,770
Sale of investment, net of costs (1,434,113 )
Gain on investment 301,493
Foreign currency translation adjustment (34,150 )
Equity security – July 31, 2022 $ —

Changes in the fair value of the Company’s investments in equity securities are recognized each period in the interim condensed consolidated financial statement primarily using fair value method if the observable quoted market prices are not available.

NOTE 65 – NET LOSS PER SHARE

The Company had stock options and warrants outstanding at ~~July~~January 31, ~~2022~~2023 and ~~2021~~2022 that upon exercise were issuable into 5,165,039 and ~~3,130,664~~2,015,039 shares of the Company’s common stock, respectively. They were not included in the calculation of loss per share because they would have been anti-dilutive.

NOTE 6 – DUE FROM RELATED PARTY

As of January 31, 2023, due from related party consists of $10,882 (October 31, 2022 - $23,196) due from Arras for shared employees’ salaries and office expenses. This amount is non-interest bearing and is to be repaid on demand.

NOTE 7 – VALUE-ADDED TAX RECEIVABLE

Value-added tax (“VAT”) receivable relates to VAT paid in Mexico. The Company estimates that net VAT of ~~$122,536~~$128,070 (October 31, ~~2021~~2022 - ~~$120,810)~~$127,036) will be received and believes that it remains legally entitled to be refunded the full amount of the VAT receivable and intends to rigorously continue its VAT recovery efforts. While the Company continues to pursue recovery from the Mexican government, the ~~Company reclassified the carrying value of the receivable to non-current assets as of July 31, 2022~~outcomes and process for recovering VAT can be lengthy and unpredictable based on the continued failure to recover the VAT receivable and a recent preliminary unfavorable ruling from the Mexican tax authority, which the Company is in the process of challenging. The allowance for uncollectible VAT was estimated by management based upon a number of factors, including the length of time the returns have been outstanding, responses received from tax authorities, general economic conditions in Mexico and estimated net recovery after commissions.

A summary of the changes in the allowance for uncollectible VAT for the ~~nine~~three months ended ~~July~~January 31, ~~2022~~2023 is as follows:

Allowance for uncollectible VAT – October 31, 2021 $ 420,982
Provision for VAT receivable allowance 11,483
Foreign currency translation adjustment 2,642
Allowance for uncollectible VAT – July 31, 2022 $ 435,107

Allowance for uncollectible VAT – October 31, 2022	$	449,219
Provision for VAT receivable allowance		8,326
Foreign currency translation adjustment		25,480
Allowance for uncollectible VAT – January 31, 2023	$	483,025

13 10

NOTE 8 – OFFICE AND MINING EQUIPMENT

The following is a summary of the Company’s office and mining equipment at ~~July~~January 31, ~~2022~~2023 and October 31, ~~2021,~~2022, respectively:

July 31, October 31,
2022 2021

Mining equipment $ 396,153 $ 396,153
Vehicles 92,873 92,873
Buildings and structures 185,724 185,724
Computer equipment and software 74,236 74,236
Well equipment 39,637 39,637
Office equipment 47,597 47,597
836,220 836,220
Less: Accumulated depreciation (687,729 ) (672,080 )
Office and mining equipment, net $ 148,491 $ 164,140

	January 31,			October 31,
	2023			2022

Mining equipment	$	396,153		$	396,153
Vehicles		92,873			92,873
Buildings and structures		185,724			185,724
Computer equipment and software		74,236			74,236
Well equipment		39,637			39,637
Office equipment		47,597			47,597
		836,220			836,220
Less: Accumulated depreciation		(696,324	)		(692,652	)
Office and mining equipment, net	$	139,896		$	143,568

NOTE 9 – PROPERTY CONCESSIONS

The following is a summary of the Company’s property concessions for the Sierra Mojada Property as at ~~July~~January 31, ~~2022~~2023 and October 31, ~~2021:~~202:

~~Property concessions – July 31, 2022 and October 31, 2021~~

~~5,019,927~~

Property concessions – October 31, 2022	$	5,019,927
Impairment		(15,541	)
Property concessions – January 31, 2023	$	5,004,386

During the three months ended January 31, 2023, the Company decided to withdraw certain concessions’ applications in Sierra Mojada, Mexico. As a result, the Company no longer has the right to these property concessions and the value in use is $nil. Accordingly, the Company has written off the capitalized property concession balance related to these concessions of $15,541 in accordance with level 3 of the fair value hierarchy.

If the blockade at Sierra Mojada ~~Project~~Property continues then further impairment of property concessions is possible.

NOTE 10 – ~~GOODWILL~~

Goodwill represents the excess, at the date of acquisition, of the purchase price of the business acquired over the fair value of the net tangible and intangible assets acquired. The Company’s inability to advance the Sierra Mojada Project due to the ongoing blockade has resulted in a sustained decrease in the value of the Company’s common stock. As such, the Company concluded that this constituted an indication of impairment of goodwill. On April 30, 2022, the Company elected to perform a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. Based on this assessment, management determined it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company recorded a goodwill impairment of $2,085,031 during the nine months period ended July 31, 2022.

~~The following is a summary of the Company’s goodwill balance as of July 31, 2022 and October 31, 2021:~~

Goodwill – October 31, 2021 $ 2,085,031
Impairment (2,085,031 )
Goodwill – July 31, 2022 $ —

~~NOTE 11 –~~ LOAN PAYABLE

In June 2020, the Company received $29,531 ($CDN 40,000) in the form of a Canada Emergency Business Account (“CEBA”) loan. CEBA is part of the economic assistance program launched by the Government of Canada to ensure that businesses have access to capital during the COVID-19 pandemic that can only be used to pay non-deferrable operating expenses. During the period from receipt of the CEBA loan to December 31, 2022 (the “Initial Term”), no interest will be charged on the principal amount outstanding. If at least $CDN 30,000 is repaid on or before the end of the Initial Term, the remaining $CDN 10,000 of principal will be forgiven pursuant to the terms of the CEBA loan. During the period from January 1, 2023 to December 31, 2025 (the “Extended Term”), if any portion of the loan remains outstanding, interest will be payable monthly at a rate of 5% per annum on the outstanding principal balance.

In January 2021, the Company received an additional $15,615 ($CDN 20,000) CEBA loan. Fifty percent (50%) of the additional loan is forgivable if repaid by December 31, 2022. The loan accrues no interest before the end of the Initial Term, and thereafter converts to a three-year term loan with a 5% annual interest rate. Any portion of the loan is repayable without penalty at any time prior to December 31, 2025. The total CEBA loan amount stands at $CDN 60,000 with $CDN 20,000 forgivable if repaid by December 31, 2022. In January 2022, the repayment deadline for CEBA loan to qualify for loan forgiveness had been extended to December 31, 2023.

The balance of the CEBA loan is fully repayable on or before the end of the Extended Term, if not repaid on or before the end of the Initial Term. The Company anticipates repaying the CEBA loan prior to the Initial Term date. An income will be recognized in the period when the CEBA loan is forgiven.

Loan payable – October 31, 2022	$	43,959
Foreign currency translation adjustment		985
Loan payable – January 31, 2023	$	44,944

Loan payable – October 31, 2021 $ 48,450
Foreign currency translation adjustment (1,663 )
Loan payable – July 31, 2022 $ 46,787

NOTE 11 – COMMON STOCK

No shares of common share stock were issued during the three months ended January 31, 2023 and 2022.

NOTE 12 – ~~COMMON STOCK~~

On February 17, 2022, the Company issued 507,814 shares of common stock at an average of $0.25 per share of common stock as payment of accrued management bonuses in the amount of $128,094 ($CDN 162,500).

~~Following shareholder approval, the Company amended its articles of incorporation on April 20, 2021 to increase the number of authorized shares of common stock from 37,500,000 to 150,000,000.~~

On June 28, 2021, the Company completed a private placement (the “2021 Silver Bull Private Placement”) for 500,000 shares of common stock for gross proceeds of $405,351 ($CDN 500,000). The Company incurred other offering costs associated with the 2021 Silver Bull Private Placement of $14,628.

On June 15, 2021, options to acquire 375,000 shares of common stock were exercised on a cashless basis whereby the recipient elected to receive 113,436 shares without payment of the cash exercise price and the remaining options for 261,564 shares were cancelled.

On February 2, 2021, options to acquire 509,375 shares of common stock were exercised on a cashless basis whereby the recipients elected to receive 228,986 shares without payment of the cash exercise price and the remaining options for 280,389 shares were cancelled.

On November 9, 2020, the Company completed the second and final tranche of a two-tranche private placement (the “Silver Bull Private Placement”) for 319,000 units (each, a “Unit”) at a purchase price of $0.47 per Unit for gross proceeds of $149,930. Each Unit consists of one share of the Company’s common stock and one half of one transferable common stock purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to acquire one share of common stock at a price of $0.59 until November 9, 2025. The Company incurred other offering costs associated with the second and final tranche of the Silver Bull Private Placement of $6,780. Subscribers of the second and final tranche of the Silver Bull Private Placement included management for a total 319,000 Units and gross proceeds of $149,930.

~~NOTE 13 –~~ STOCK OPTIONS

The Company has one stock option plan under which equity securities are authorized for issuance to officers, directors, employees and advisors: the 2019 Stock Option and Stock Bonus Plan (the “2019 Plan”). The 2019 Plan was amended on April 19, 2022 (the “Amended 2019 Plan”). Under the Amended 2019 Plan, 10% of the total shares outstanding are reserved for issuance upon the exercise of options or the grant of stock bonuses, to a maximum of 15,000,000 shares.

Options are typically granted with an exercise price equal to the closing market price of the Company’s stock at the date of grant, have a graded vesting schedule over two years and have a contractual term of five years.

~~During the nine months period ended July 31, 2022, the Company granted options to acquire 3,300,000 shares of common stock with a weighted-average grant-date fair value of $0.14 per share.~~

~~No options were exercised during the nine months ended July 31, 2022.~~

On June 15, 2021, options to acquire 375,000 shares of common stock were exercised on a cashless basis at an average exercise price of $CDN 1.03 per share. The options had an intrinsic value of $136,815 at the time of exercise.

On February 2, 2021, options to acquire 509,375 shares of common stock were exercised on a cashless basis at an average exercise price of $CDN 0.60 per share. The options had an intrinsic value of $194,630 at the time of exercise.

No options were granted to exercised during the ~~nine~~three months ended ~~July~~January 31, ~~2021.~~2023 and 2022.

The following is a summary of stock option activity for the ~~nine~~three months ended ~~July~~January 31, ~~2022:~~2023:

Options Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value

Outstanding at October 31, 2021 43,750 $ 1.35 1.30 $ —
Granted 3,300,000 0.25 —   —
Cancelled (150,000 ) 0.25 —   —
Outstanding at July 31, 2022 3,193,750 0.27 4.50 —
Exercisable at July 31, 2022 1,093,750 $ 0.29 4.40 $ —

Options		Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value

	Outstanding at October 31, 2022		3,193,750	$	0.25		4.25	$	—
	Outstanding at January 31, 2023		3,193,750		0.25		4.00		—
	Exercisable at January 31, 2023		1,093,750	$	0.28		3.89	$	—

The Company recognized stock-based compensation costs for stock options of ~~$251,429~~$54,350 and ~~$430,868~~$nil for the ~~nine~~three months ended ~~July~~January 31, ~~2022~~2023 and ~~2021,~~2022, respectively. As of ~~July~~January 31, ~~2022,~~2023, there was ~~$184,661~~$75,961 of total unrecognized compensation ~~expense, which is expected to be recognized over a weighted average period of 0.6 years~~expense.

Summarized information about stock options outstanding and exercisable at ~~July~~January 31, ~~2022~~2023 is as follows:

	Options Outstanding					Options Exercisable
	Exercise Price	Number Outstanding	Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price	Number Exercisable		Weighted Average Exercise Price
$	0.24	3,150,000	4.05	$	0.24	1,050,000	$	0.24
	1.29	43,750	0.05		1.29	43,750		1.29

Options Outstanding Options Exercisable
Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price
$ 0.25 3,150,000 4.56 $ 0.25 1,050,000 $ 0.25
1.34 43,750 0.55 1.34 43,750 1.34

NOTE 1413 – WARRANTS

A summary of warrant activity for the ~~nine~~three months ended ~~July~~January 31, ~~2022~~2023 is as follows:

Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value

Outstanding and exercisable at October 31, 2021 1,971,289 $ 0.59 3.99 $ —
Outstanding and exercisable at July 31, 2022* 1,971,289 0.59 3.25 —

Warrants	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value

Outstanding and exercisable at October 31, 2022		1,971,289	$	0.59		2.99	$	—
Outstanding and exercisable at January 31, 2023*		1,971,289		0.59		2.74		—

* Pursuant to the terms of the Separation and Distribution Agreement, dated as of August 31, 2021, between Silver Bull and Arras entered into in connection with the Distribution (Note 5)1), 1,971,289 warrants with a weighted average exercise price of $0.59 are exercisable into one share of common stock of the Company and one common share of Arras. The Company will receive $0.34 of the proceeds from the exercise of each of these warrants and the remaining proceeds will be paid to Arras.

No warrants were issued or exercised during the ~~nine~~three months ended ~~July~~January 31, 2023 or 2022.

~~During the nine months ended July 31, 2021, the Company issued 159,500 warrants with an exercise price of $0.59 in connection with the Silver Bull Private Placement.~~

~~No warrants were exercised during the nine months ended July 31, 2021.~~

Summarized information about warrants outstanding and exercisable at ~~July~~January 31, ~~2022~~2023 is as follows:

Warrants Outstanding and Exercisable
Exercise Price
Number
Outstanding
Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price
$ 0.59 1,971,289 3.25 $ 0.59

Warrants Outstanding and Exercisable

Exercise Price

Number

Outstanding

Weighted Average Remaining Contractual Life (Years)

Weighted Average Exercise Price

0.59

1,971,289

2.74

0.59

NOTE 1514 – FINANCIAL INSTRUMENTS

Fair Value Measurements

All financial assets and financial liabilities are recorded at fair value on initial recognition. Transaction costs are expensed when they are incurred, unless they are directly attributable to the acquisition of financial assets or the assumption of liabilities carried at amortized cost, in which case the transaction costs adjust the carrying amount.

The three levels of the fair value hierarchy are as follows:

	Level 1	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
	Level 2	Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
	Level 3	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Under fair value accounting, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s financial instruments consist of cash and cash equivalents, ~~investments,~~ accounts payable, due tofrom related party and loan payable.

The carrying amounts of cash and cash equivalents, ~~investment,~~ accounts payable and due tofrom related party approximate fair value at ~~July~~January 31, ~~2022~~2023 and October 31, ~~2021~~2022 due to the short maturities of these financial instruments. Loan payable is classified as Level 2 in the fair value hierarchy.

Credit Risk

Credit risk is the risk that the counterparty to a financial instrument will cause a financial loss for the Company by failing to discharge its obligations. To mitigate exposure to credit risk on financial assets, the Company has established policies to ensure liquidity of funds and ensure that counterparties demonstrate acceptable levels of creditworthiness.

The Company maintains its U.S. dollar and Canadian dollar cash and cash equivalents in bank and demand deposit accounts with major financial institutions with high credit standings. Cash deposits held in Canada are insured by the Canada Deposit Insurance Corporation (“CDIC”) for up to $CDN 100,000. Certain Canadian bank accounts held by the Company exceed these federally insured limits or are uninsured as they relate to U.S. dollar deposits held in Canadian financial institutions. As of ~~July~~January 31, ~~2022,~~2023, and October 31, ~~2021,~~2022, the Company’s cash and cash equivalent balances held in Canadian financial institutions included ~~$549,711~~$646,005 and ~~$98,671,~~$802,761, respectively, which was not insured by the CDIC. The Company has not experienced any losses on such accounts, and management believes that using major financial institutions with high credit ratings mitigates the credit risk to cash and cash equivalents.

The Company also maintains cash in bank accounts in Mexico. These accounts are denominated in the local currency and are considered uninsured. As of ~~July~~January 31, ~~2022,~~2023, and October 31, ~~2021,~~2022, the U.S. dollar equivalent balance for these accounts was ~~$4,242~~$24,897 and ~~$10,239,~~$10,702, respectively.

As at January 31, 2023 and October 31, 2022, cash and cash equivalents consist of guaranteed investment certificates of $377,828 and $369,551, respectively, held in bank accounts.

Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in satisfying its financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating investing and financing activities. As at January 31, 2023, the Company had working capital of $302,805 and cash and cash equivalents of $745,808 and is exposed to significant liquidity risk at this time. Furthermore, as the Company is in the exploration stage, it will periodically have to raise funds to continue operations and intends to raise further financing through equity offerings.

Accounts payable and accrued liabilities are non-interest-bearing and are normally settled on 30-day terms.

Interest Rate Risk

The Company holds substantially all of its cash and cash equivalents in bank and demand deposit accounts with major financial institutions. The interest rates received on these balances may fluctuate with changes in economic conditions. Based on the average cash and cash equivalent balances during the ~~nine~~three months ended ~~July~~January 31, ~~2022,~~2023, a 1% decrease in interest rates would have resulted in a reduction of approximately ~~$63~~ $1,699 in interest income for the period.

Foreign Currency Exchange Risk

Certain purchases of labor, operating supplies and capital assets are denominated in $CDN, $MXN or other currencies. As a result, currency exchange fluctuations may impact the costs of the Company’s operations. Specifically, the appreciation of the $MXN or $CDN against the U.S. dollar may result in an increase in operating expenses and capital costs in U.S. dollar terms. The Company iscurrently does not ~~subject to~~engage in any ~~significant market risk related to foreign~~ currency ~~exchange rate fluctuations.~~hedging activities.

Based on the net exposures as at January 31, 2023, a 5% depreciation or appreciation of the $CDN and $MXN against the US dollar would result in an increase and decrease, respectively, of approximately $6,000 in the Company’s net income.

NOTE 1615 – COMMITMENTS AND CONTINGENCIES

Compliance with Environmental Regulations

The Company’s exploration activities are subject to laws and regulations controlling not only the exploration and mining of mineral properties but also the effect of such activities on the environment. Compliance with such laws and regulations may necessitate additional capital outlays or affect the economics of a project, and cause changes or delays in the Company’s activities.

Property Concessions in Mexico

To properly maintain property concessions in Mexico, the Company is required to pay a semi-annual fee to the Mexican government and complete annual assessment work.

Royalty

The Company has agreed to pay a 2% net smelter return royalty on certain property concessions within the Sierra Mojada Property based on the revenue generated from production. Total payments under this royalty are limited to $6.875 million (the “Royalty”). To date, no royalties have been paid.

Litigation and Claims

Mineros Norteños Case

On May 20, 2014, Mineros Norteños filed an action in the Local First Civil Court in the District of Morelos, State of Chihuahua, Mexico, against the Company’s subsidiary, Minera Metalin, claiming that Minera Metalin breached an agreement regarding the development of the Sierra Mojada Property. Mineros Norteños sought payment of the Royalty, including interest at a rate of 6% per annum since August 30, 2004, even though no revenue has been produced from the applicable mining concessions. It also sought payment of wages to the cooperative’s members since August 30, 2004, even though none of the individuals were hired or performed work for Minera Metalin under this agreement and Minera Metalin did not commit to hiring them. On January 19, 2015, the case was moved to the Third District Court (of federal jurisdiction). On October 4, 2017, the court ruled that Mineros Norteños was time barred from bringing the case. On October 19, 2017, Mineros Norteños appealed this ruling. On July 31, 2019, the Federal Appeals Court upheld the original ruling. This ruling was subsequently challenged by Mineros Norteños and on January 24, 2020, the Federal Circuit Court ruled that the Federal Appeals Court must consider additional factors in its ruling. In March 2020, the Federal Appeals Court upheld the original ruling after considering these additional factors. In August 2020, Mineros Norteños appealed this ruling, which appeal the Company timely responded and objected to on October 5, 2020. On March 26, 2021, the Federal Circuit Court issued a final and conclusive resolution, affirming the Federal Appeals Court decision. Despite the judgments in favour of the Company, Mineros Norteños has continued to block access to the facilities at Sierra Mojada since September 2019. The Company has filed criminal complaints with the State of Coahuila, federal and state authorities have been contacted to intervene and terminate the blockade, ~~as well as attempt~~and the Company has attempted to negotiate with Mineros Norteños, without resolution to date. The Company has not accrued any amounts in its ~~interim condensed~~ consolidated financial statements with respect to this claim.

Notice of Intent under the North American Free Trade Agreement (“NAFTA”)

Valdez Case

On February 15, 2016, Messrs. Jaime Valdez Farias and Maria Asuncion Perez Alonso (collectively, “Valdez”) filed an action before the Local First Civil Court of Torreon, State of Coahuila, Mexico, against the Company’s subsidiary, Minera Metalin, claiming that Minera Metalin had breached an agreement regarding the development of the Sierra Mojada Property. Valdez sought payment in the amount of $5.9 million for the alleged breach of the agreement. On April 28, 2016, Minera Metalin filed its response to the complaint, asserting various defenses, including that Minera Metalin terminated the agreement before the payment obligations arose and that certain conditions precedent to such payment obligations were never satisfied by Valdez. The Company and the Company’s Mexican legal counsel asserted all applicable defenses. In May 2017, a final judgment was entered finding for the Company, the defendant, acquitting the Company of all of the plaintiff’s claims and demands. However, due to a technicality in an early procedural act, Valdez was allowed to, and did, challenge the judgment before a local Appeals Court. On October 1, 2020, the Appeals Court entered a resolution overturning the previous judgment and entering a resolution in favor of Valdez in the amount of $5 million, plus court costs. In November 2020, the judgment of the Appeals Court was timely challenged by the Company by means of an “Amparo” lawsuit (Constitutional protection) before a Federal Circuit Court. In June 2021, the Federal Circuit Court ruled in favour of the plaintiff. The Company believes these judgments are contrary to applicable law. The plaintiff initiated proceedings to enforce the Appeals Court resolution, and the Company has offered a mining concession as a payment in full to terminate this controversy definitively. The Company believes the likelihood of the plaintiff succeeding in collecting any amount on this claim is remote, as such the Company has not accrued any amounts in its ~~interim condensed~~ consolidated financial statements with respect to this claim.

From time to time, the Company is involved in other disputes, claims, proceedings and legal actions arising in the ordinary course of business. The Company intends to vigorously defend all claims against the Company and pursue its full legal rights in cases where the Company has been harmed. Although the ultimate outcome of these proceedings cannot be accurately predicted due to the inherent uncertainty of litigation, in the opinion of management, based upon current information, no other currently pending or overtly threatened proceeding is expected to have a material adverse effect on the Company’s business, financial condition or results of operations.

~~COVID-19~~

Global outbreaks of contagious diseases, including the December 2019 outbreak of a novel strain of coronavirus (COVID-19), have the potential to significantly and adversely impact our operations and business. On March 11, 2020, the World Health Organization recognized COVID-19 as a global pandemic. Pandemics or disease outbreaks such as the currently ongoing COVID-19 outbreak may have a variety of adverse effects on our business, including by depressing commodity prices and the market value of our securities and limiting the ability of our management to meet with potential financing sources. The spread of COVID-19 has had, and continues to have, a negative impact on the financial markets, which may impact our ability to obtain additional financing in the near term. A prolonged downturn in the financial markets could have an adverse effect on our business, results of operations and ability to raise capital.

19 15

NOTE 1716 – SEGMENT INFORMATION

The Company operates in a single reportable segment: the exploration of mineral property interests. The Company has mineral property interests in Sierra Mojada, Mexico.

Geographic information is approximately as follows:

	For the Three Months Ended						For the Nine Months Ended						For the Three Months Ended
	July 31,						July 31,						January 31,
	2022			2021			2022			2021			2023			2022

Net loss
Canada													$	(190,000	)		(213,000	)
Mexico		(110,000	)	$	(203,000	)	$	(2,344,000	)	$	(306,000	)		(156,000	)		(117,000	)
Kazakhstan		—			(190,000	)		—			(618,000	)
Canada		95,000			(767,000	)		(549,000	)		(1,965,000	)
Net Loss		(15,000	)	$	(1,160,000	)	$	(2,893,000	)	$	(2,889,000	)
Net loss													$	(346,000	)		(330,000	)

The following table details the allocation of assets included in the accompanying balance sheet at ~~July~~January 31, ~~2022:~~2023:

	Canada		Mexico		Total		Canada		Mexico		Total
Cash and cash equivalents	$	628,000	$	4,000	$	632,000	$	721,000	$	25,000	$	746,000
Other receivables		2,000		—		2,000		3,000		—		3,000
Prepaid expenses and deposits		15,000		4,000		19,000		33,000		5,000		38,000
Due from related party								11,000		—		11,000
Value-added tax receivable, net		—		123,000		123,000		—		128,000		128,000
Office and mining equipment, net		—		148,000		148,000		—		140,000		140,000
Property concessions		—		5,020,000		5,020,000		—		5,004,000		5,004,000
	$	645,000	$	5,299,000	$	5,944,000	$	768,000	$	5,302,000	$	6,070,000

The following table details the allocation of assets included in the accompanying balance sheet at October 31, ~~2021:~~2022:

	Canada		Mexico		Total		Canada		Mexico		Total
Cash and cash equivalents	$	180,000	$	10,000	$	190,000	$	876,000	$	11,000	$	887,000
Value-added tax receivable, net		—		121,000		121,000		—		127,000		127,000
Other receivables		3,000		4,000		7,000		3,000		—		3,000
Prepaid expenses and deposits		96,000		100,000		196,000		45,000		4,000		49,000
Investments		1,167,000		—		1,167,000
Due from related party								23,000		—		23,000
Office and mining equipment, net		—		164,000		164,000		—		144,000		144,000
Property concessions		—		5,020,000		5,020,000		—		5,020,000		5,020,000
Goodwill		—		2,058,000		2,058,000
	$	1,370,000	$	7,477,000	$	8,923,000	$	947,000	$	5,306,000	$	6,253,000

The Company has significant assets in Coahuila, Mexico. Although Mexico is generally considered economically stable, ~~it is always possible that~~ unanticipated events in Mexico, ~~could~~such as the blockade, can, and may in the future, disrupt the Company’s operations. The Mexican government does not require foreign entities to maintain cash reserves in Mexico.

~~The following table details the allocation of exploration and property holding costs for the exploration properties:~~

For the Three Months Ended For the Nine Months Ended
July 31, July 31,
2022 2021 2022 2021

Exploration and property holding costs for the period
Mexico (110,000 ) $ (203,000 ) $ (2,340,000 ) $ (306,000 )
Kazakhstan — (237,000 ) — (618,000 )
(110,000 ) $ (440,000 ) $ (2,340,000 ) $ (924,000 )

NOTE 1817 – SUBSEQUENT EVENT

On ~~August 31, 2022,~~ February 18, 2023, 43,750 stock options with an exercise price of $1.29 ($CDN 1.72) per share expired.

On March 2, 2023, the Company ~~and South32 mutually agreed~~granted stock options to ~~terminate~~acquire 150,000 shares of common stock with an exercise price of $CDN 0.195 per share.

On March 9, 2023, the ~~South32 Option Agreement. The Sierra Mojada Project~~ ~~remains 100% owned by the Company.~~Company issued 792,308 shares of common stock at an average of $0.14 per share of common stock as payment of bonuses.

21 16

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

When using the terms “Silver Bull,” or the “Company,” management is referring to Silver Bull Resources, Inc. and its subsidiaries, unless the context otherwise requires. Management has included technical terms important to an understanding of the Company’s business under “Glossary of Common Terms” in its Annual Report on Form 10-K for the fiscal year ended October 31, ~~2021.~~2022.

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes certain statements that may be deemed to be “forward-looking statements” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the U.S. Private Securities Litigation Reform Act of 1995, and “forward-looking information” within the meaning of applicable Canadian securities legislation. Management uses words such as “anticipate,” “continue,” “likely,” “estimate,” “expect,” “may,” “will,” “projection,” “should,” “believe,” “potential,” “could,” or similar words suggesting future outcomes (including negative and grammatical variations) to identify forward-looking statements. Forward-looking statements include statements we make regarding:

The sufficiency of the Company’s existing cash resources to enable it to continue operations for the next 12 months as a going concern;

The prospects of a claim process, or award, under NAFTA;

Prospects of entering the development or production stage with respect to any of the Company’s projects;

~~Planned activities~~

Plans at the Sierra Mojada Project in ~~2022~~2023 and beyond;

Whether any part of the Sierra Mojada Project will ever be confirmed or converted into “proven or probable mineral reserves” as defined under Item 1300 of Regulation S-K;

The requirement of additional power supplies for the Sierra Mojada Project if a mining operation is determined to be feasible;

The Company’s ability to obtain and hold additional concessions in the Sierra Mojada Project areas;

~~The timing, duration and overall impact of the COVID-19 pandemic on the Company’s business;~~

Whether the Company will be required to obtain additional surface rights if a mining operation is determined to be feasible;

The possible impact on the Company’s operations of the blockade by a cooperative of miners on the Sierra Mojada ~~property;~~

Property;

The potential acquisition of additional mineral properties or property concessions;

Testing of the impact of the fine bubble flotation test work on the recovery of minerals and initial rough concentrate grade;

The impact of recent accounting pronouncements on financial position, results of operations or cash flows and disclosures;

The impact of changes to current state or federal laws and regulations on estimated capital expenditures, the economics of a particular project and/or activities;

The ability to raise additional capital and/or pursue additional strategic options, and the potential impact on the business, financial condition and results of operations of doing so or not;

The impact of changing foreign currency exchange rates on the Company’s financial condition;

The impairment of ~~goodwill~~concessions and likelihood of further impairment of other long-lived assets;

Whether using major financial institutions with high credit ratings mitigates credit risk;

The impact of changing economic conditions on interest rates;

Expectations regarding future recovery of value-added taxes (“VAT”) paid in Mexico; and

The merits of any claims in connection with, and the expected timing of any, ongoing legal proceedings.

These statements are based on certain assumptions and analyses made by us in light of management’s experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, and the actual results could differ from those expressed or implied in these forward-looking statements as a result of the factors described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, ~~2021,~~2022, including without limitation, risks associated with the following:

~~Termination of the South32 Option Agreement;~~

The ability to obtain additional financial resources on acceptable terms to (i) ~~conduct exploration activities~~fund the Company’s NAFTA claim (ii) maintain its property concessions in Mexico and ~~(ii)~~(iii) maintain general and administrative expenditures at acceptable levels;

The ability to acquire additional mineral properties or property concessions;

~~Results~~

The ability of ~~future exploration~~the Company to maintain its assets in Mexico given the performance of the Mexican government at ~~the Sierra Mojada Project;~~

various levels, including those described in PART II, ITEM 1A RISK FACTORS;

Worldwide economic and political events affecting (i) the market prices for silver, zinc, lead, copper and other minerals that may be found on the Company’s exploration properties (ii) interest rates and (iii) foreign currency exchange rates;

~~Outbreaks of disease, including the COVID-19 pandemic, and related stay-at-home orders, quarantine policies and restrictions on travel, trade and business operations;~~

The amount and nature of future capital and exploration expenditures;

Volatility in the Company’s stock price;

The inability to obtain required permits;

Competitive factors, including exploration-related competition;

Timing of receipt and maintenance of government approvals;

Unanticipated title issues;

Changes in tax laws;

Changes in regulatory frameworks or regulations affecting our activities;

The ability to retain key management, consultants and experts necessary to successfully operate and grow the business; and

Political and economic instability in Mexico and other countries in which the Company conducts its business, and future potential actions of the governments in such countries with respect to nationalization of natural resources or other changes in mining or taxation policies.

These factors are not intended to represent a complete list of the general or specific factors that could affect the Company.

All forward-looking statements speak only as of the date made. All subsequent written and oral forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements. Except as required by law, management undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. Readers should not place undue reliance on these forward-looking statements.

23 18

Cautionary Note Regarding Exploration Stage Companies

Silver Bull is an exploration stage company and does not currently have any known reserves and cannot be expected to have reserves unless and until a feasibility study is completed for the Sierra Mojada concessions that shows proven and probable reserves. There can be no assurance that these concessions contain proven and probable reserves, and investors may lose their entire investment. See the sections titled “Risk Factors” in this Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended October 31, ~~2021.~~2022.

Business Overview

Silver Bull, incorporated in Nevada, is an exploration stage company, engaged in the business of mineral exploration, and its primary objective is to define sufficient mineral reserves on the Sierra Mojada Property to justify the development of a mechanized mining operation. The Company conducts its operations in Mexico through its wholly-owned Mexican subsidiaries, Minera Metalin S.A. de C.V. (“Minera Metalin”) and Minas de Coahuila SBR S.A. de C.V. On August 26, 2021, the wholly-owned Mexican subsidiary, Contratistas de Sierra Mojada S.A. de C.V. ~~(“Contratistas”)~~ merged with and into Minera Metalin. As noted above, the Company has not established any reserves at the Sierra Mojada Property, and it is in the exploration stage, and may never enter the development or production stage.

On August 12, 2020, the Company entered into an option agreement (the “Beskauga Option Agreement”) with Copperbelt AG, a corporation existing under the laws of Switzerland (“Copperbelt Parent”), and Dostyk LLP, an entity existing under the laws of Kazakhstan and a wholly-owned subsidiary of Copperbelt Parent (the “Copperbelt Sub,” and together with Copperbelt Parent, “Copperbelt”), pursuant to which it had the exclusive right and option (the “Beskauga Option”) to acquire Copperbelt’s right, title and 100% interest in the Beskauga property located in Kazakhstan (the “Beskauga Property”), which consists of the Beskauga Main project (the “Beskauga Main Project”) and the Beskauga South project (the “Beskauga South Project,” and together the Beskauga Main Project, the “Beskauga Project”). The transaction contemplated by the Beskauga Option Agreement closed on January 26, 2021.

On February 5, 2021, Arras Minerals Corp. (“Arras”) was incorporated in British Columbia, Canada, as a wholly-owned subsidiary of Silver Bull. On March 19, 2021, pursuant to an asset purchase agreement with Arras, the Company transferred its right, title and interest in and to the Beskauga Option Agreement, among other things, to Arras in exchange for 36,000,000 common shares of Arras. On September 24, 2021, Silver Bull distributed to its shareholders one Arras common share for each Silver Bull share held by such shareholders, or 34,547,838 Arras common shares in total (the “Distribution”), and Arras became a stand-alone company. ~~The financial results of Arras have been included in the Company’s consolidated statement of operations for the period from February 5, 2021 to September 24, 2021, the date of the Distribution.~~

Silver Bull’s principal office is located at 777 Dunsmuir Street, Suite 1605 Vancouver, BC, Canada V7Y 1K4, and the telephone number is 604-687-5800.

Recent Developments

~~South32 Option~~Commencement of Legacy North American Free Trade Agreement (“NAFTA”) Claim

On ~~June 1, 2018,~~March 2, 2023, the Company filed the NAFTA Notice of Intent. The Company has been unable to access the project since the illegal blockade commenced in September 2019. Despite numerous demands and requests for action by the Company, Mexican governmental agencies have allowed this unlawful behaviour to continue and, as such, failed to protect the Company’s investment. Silver Bull ~~and~~will be seeking to recover no less than US$178 million in damages that it has suffered as a result of Mexico’s breach of its subsidiaries Minera Metalin and Contratistas entered into an earn-in option agreement (the “South32 Option Agreement”) with South32 International Investment Holdings Pty Ltd (“South32”), a wholly owned subsidiary of South32 Limited (ASX/JSE/LSE: S32), whereby South32 was able to obtain an option to purchase 70% of the shares of Minera Metalin and Contratistas (the “South32 Option”).NAFTA obligations.

On October 11, 2019, the Company and its subsidiary Minera Metalin issued a notice of force majeure to South32 pursuant to the South32 Option Agreement. Due to a blockade by a cooperative of local miners called Sociedad Cooperativa de Exploración Minera Mineros Norteños, S.C.L. (“Mineros Norteños”), the Company halted all work on the Sierra Mojada Property. The notice of force majeure was issued because of the blockade’s impact on the ability of the Company and its subsidiary Minera Metalin to perform their obligations under the South32 Option Agreement. Pursuant to the South32 Option Agreement, any time period provided for in the South32 Option Agreement was to be generally extended by a period equal to the period of delay caused by the event of force majeure.

24 19

~~On August 31, 2022, the South32 Option Agreement was mutually terminated by South32 and the Company.~~

~~As of September 12, 2022, the blockade by Mineros Norteños at, on and around the Sierra Mojada Property is ongoing.~~

~~Goodwill and possible other long-lived assets Impairment~~

Goodwill represents the excess, at the date of acquisition, of the purchase price of the business acquired over the fair value of the net tangible and intangible assets acquired. Due to a sustained decrease in the value of Silver Bull common stock as a result of the continued blockade at the Sierra Mojada Property, management concluded that this constituted an indication of impairment of goodwill. On April 30, 2022, management performed a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. Based on this assessment, management determined it is more likely than not that the fair value of the reporting unit is less than its carrying amount, and recorded a goodwill impairment of $2,058,031 during the nine months period ended July 31, 2022. If the blockade at Sierra Mojada Property continues and the Company’s share price remains depressed, then further impairment of other long-lived assets such as property concessions is possible.

Properties Concessions and Outlook

Sierra Mojada Property

The focus of the Company for the remainder of the ~~2022~~2023 calendar year is to continue the claim process under NAFTA in relation to the blockade at the Sierra Mojada ~~Property is to resolve the blockade and to maintain the Company’s property concessions in Mexico. Upon resolution of the blockade, management will prepare an updated exploration program.~~Property.

Results of Operations

Three Months Ended ~~July~~January 31, ~~2022~~2023 and ~~July~~January 31, ~~2021~~2022

For the three months ended ~~July~~January 31, ~~2022, the Company had~~2023, we experienced a net loss of ~~$15,000,~~$346,000, or approximately ~~$nil~~$0.01 per share, compared to a net loss of ~~$1,160,000,~~$330,000, or approximately ~~$0.03~~$0.01 per share, during the comparable period last year. The ~~$1,145,000 decrease~~$16,000 increase in net loss was primarily due to a ~~$330,000 decrease~~$22,000 increase in exploration and property holding costs, ~~and a $504,000 decrease~~which was offset by $4,000 in ~~general and administrative~~other income compared to $4,000 in other expense compared to the ~~comparable period last year and $304,000 in other income for the three months ended July 31, 2022, compared to $8,000 in other expenses in the comparable~~same period last year as described below.

Exploration and Property Holding Costs

Exploration and property holding costs ~~decreased $330,000~~increased $22,000 to ~~$110,000~~$136,000 for the three months ended ~~July~~January 31, ~~2022,~~2023, compared to $440,000 for the comparable period last year. This decrease was the result of a $330,000 decrease in exploration and holding costs incurred in connection with the Beskauga Option Agreement in the comparable period last year. There were no comparable expenses in the current three-months period as the Company no longer holds the Beskauga Option Agreement.

~~General and Administrative Expenses~~

General and administrative expenses of $207,000 were recorded for the three months ended July 31, 2022 as compared to $711,000 for the comparable period last year. The $504,000 decrease was mainly the result of a $105,000 decrease in personnel costs, a $36,000 decrease in office and administrative costs, a $303,000 decrease in professional services and a $64,000 decrease in directors’ fees, which was offset by a $2,000 provision for uncollectible VAT for the three months end July 31, 2022, compared to a $1,000 recovery of uncollectible VAT for the comparable period last year as described below. In addition, the general and administrative expenses included the costs of Arras in the comparable period last year.

Stock-based compensation was a factor in the fluctuations in general and administrative expenses. Overall stock-based compensation included in general and administrative expense decreased to $53,000 for the three months ended July 31, 2022 from $100,000 for the comparable period last year. This was mainly due to stock options granted to the Company’s employees, directors and advisors in the three months ended July 31, 2022 compared to Arras’ stock options granted to Arras’ employees, directors and advisors in the comparable period last year while Arras was being consolidated by the Company.

Personnel costs decreased $105,000 to $88,000 for the three months ended July 31, 2022 as compared to $193,000 for the comparable period last year. This decrease was mainly due to a decrease in employees’ salaries to $44,000 in the three months ended July 31, 2022 from $135,000 in the comparable period last year as the comparable period included the personnel costs related to Arras. Additionally, a $10,000 decrease in stock-based compensation expenses in the three months ended July 31, 2022 from $51,000 in the comparable period last year as a result of stock options vesting in the three months ended July 31, 2022 having a lower fair value than stock options vesting in the comparable period last year.

Office and administrative costs decreased $36,000 to $61,000 for the three months ended July 31, 2022 as compared to $97,000 for the comparable period last year. This decrease was primarily due to decreased investor relations activities, which in the prior period were incurred in relation to the planned distribution of Arras shares to Silver Bull shareholders.

Professional fees decreased $303,000 to $18,000 for the three months ended July 31, 2022 compared to $321,000 for the comparable period last year. This decrease is mainly due to legal and accounting fees incurred in relation to the incorporation of Arras and the planned distribution of Arras shares in the comparable period last year.

Directors’ fees decreased $64,000 to $37,000 for the three months ended July 31, 2022 as compared to $101,000 for the comparable period last year. This decrease was primarily due to a $27,000 decrease in director fees and decrease in stock-based compensation expense to $12,000 in the three months ended July 31, 2022 from $49,000 in the comparable period last year as a result of stock options vesting in the three months ended July 31, 2022 having a lower fair value than stock options vesting in the comparable period last year.

A $2,000 provision for uncollectible VAT was recorded for the three months ended July 31, 2022, compared to a $1,000 recovery of uncollectible VAT for the comparable period last year. The allowance for uncollectible VAT was estimated by management based upon a number of factors, including the length of time the returns have been outstanding, responses received from tax authorities, general economic conditions in Mexico and estimated net recovery after commissions.

~~Other Income (Expenses)~~

Other income of $304,000 was recorded for the three months ended July 31, 2022 as compared to other expenses of $8,000 for the comparable period last year. The significant factor contributing to other income was a $301,000 gain from selling Arras shares and interest income of $4,000 compared to a foreign currency transaction loss of $8,000 for the comparable period last year.

~~Nine Months Ended July 31, 2022 and July 31, 2021~~

For the nine months ended July 31, 2022, the Company had a net loss of $2,893,000, or approximately $0.08 per share, compared to a net loss of $2,889,000, or approximately $0.09 per share, during the comparable period last year. The $4,000 increase in net loss was primarily due to a $1,416,000 increase in exploration and property holding costs (which was significantly the result of the $2,058,000 goodwill impairment as described in the “Recent Developments” section) which was partially offset by a $642,000 decrease in exploration and property costs, a $1,143,000 decrease in general and administrative expense and a $269,000 increase in other income in the nine months ended July 31, 2022 compared to comparable period last year as described below.

~~Exploration and Property Holding Costs~~

~~Exploration and property holding costs increased $1,416,000 to $2,340,000 for the nine months ended July 31, 2022, compared to $924,000~~$114,000 for the comparable period last year. This increase was mainly due to a $16,000 concessions’ impairment as a result the ~~result of a $2,058,000 goodwill impairment (as described in~~Company’s decision to withdraw certain concessions’ applications and write off the ~~“Recent Developments” section) which was partially offset by a $642,000 decrease in exploration and holding costs as~~capitalized property concession balance for the ~~result of costs incurred in connection with the Beskauga Option Agreement in the comparable period last year. There were no comparable expenses in the current nine-month period.~~three months ended January 31, 2023.

General and Administrative Expenses

~~General~~The Company recorded general and administrative expenses of ~~$834,000 were recorded~~$212,000 for the ~~nine~~three months ended ~~July~~January 31, ~~2022~~2023 as compared to ~~$1,977,000~~$211,000 for the comparable period last year. The ~~$1,143,000 decrease~~$1,000 increase was mainly the result of a ~~$254,000~~$15,000 increase in directors’ fees and a $2,000 increase in the provision for uncollectible VAT, which was offset by a $3,000 decrease in personnel costs ~~a $135,000 decrease in office~~ and ~~administrative costs, a $587,000~~an $12,000 decrease in professional services ~~and a $168,000 decrease in directors’ fees~~ as described below. ~~In addition, general and administrative expenses included the financial results of Arras in the comparable period last year.~~

Stock-based compensation was a factor in the fluctuations in general and administrative expenses. ~~Overall~~The Company recorded $53,000 in stock-based compensation included in general and administrative expense ~~decreased to $244,000~~ for the ~~nine~~three months ended ~~July~~January 31, ~~2022 from $358,000~~2023 compared to $nil for the comparable period last ~~year. This was mainly due to~~yearas a result of no stock options were granted and vested to ~~Silver Bull~~ employees, directors and ~~advisors in the nine months ended July 31, 2022 compared Arras stock options granted to Arras’ employees, directors and advisors in the comparable period last year.~~consultants.

Personnel costs decreased ~~$254,000~~$3,000 to ~~$368,000~~$89,000 for the ~~nine~~three months ended ~~July~~January 31, ~~2022~~2023 as compared to ~~$622,000~~$92,000 for the comparable period last year. This decrease was mainly due to a $44,000 decrease in ~~employees’~~ salaries due to revised agreements with the Company’s management in ~~the nine months ended July 31,~~January 2022, which was offset by a $41,000 increase in stock-based compensation compared to the ~~comparable~~same period last ~~year as the comparable period included the personnel costs related to Arras.~~year.

Office and administrative costs ~~decreased $135,000 to $192,000~~of $35,000 for the ~~nine~~three months ended ~~July~~January 31, ~~2022 as~~2023 were similar to the $35,000 in such costs for the comparable period last year.

Professional fees decreased $12,000 to $47,000 for the three months ended January 31, 2023 compared to ~~$327,000~~$59,000 for the comparable period last year. This decrease was ~~primarily~~mainly due to ~~decreased investor relations activities,~~a $14,000 decrease in legal fees, which was offset by a $2,000 increase in ~~the prior period were incurred in relation~~accounting fees.

Directors’ fees increased $15,000 to ~~a special general meeting of shareholders and the planned distribution of Arras shares to Silver Bull shareholders.~~

~~Professional fees decreased $587,000 to $137,000~~$34,000 for the ~~nine~~three months ended ~~July~~January 31, ~~2022~~2023 as compared to ~~$724,000~~$19,000 for the comparable period last year. This decrease is mainly due to legal and accounting fees incurred in relation to the special meeting of shareholders in December 2020, the incorporation of Arras and the planned distribution of Arras shares in the comparable period last year.

~~Directors’ fees decreased $168,000 to $126,000 for the nine months ended July 31, 2022 as compared to $294,000 for the comparable period last year. This decrease~~increase was primarily due to a ~~$52,000 decrease in director fees and decrease~~$12,000 increase in stock-based compensation ~~expense to $60,000~~and a $3,000 increase in ~~the nine months ended July 31, 2022 from $176,000 in the comparable period last year~~directors fee compensation as a result of ~~stock options vesting in~~revised chairman fees compared to the ~~nine months ended July 31, 2022 having a lower fair value than stock options vesting in the comparable~~same period last year.

AWe recorded a $8,000 provision for uncollectible VAT ~~of $11,000 was recorded~~ for the ~~nine~~three months ended ~~July~~January 31, ~~2022~~2023 as compared to a $6,000 provision for uncollectible VAT ~~of $10,000~~ in the comparable period last year. The allowance for uncollectible VAT was estimated by management based upon a number of factors, including the length of time the returns have been outstanding, responses received from tax authorities, general economic conditions in Mexico and estimated net recovery after commissions.

~~Other Income (Expenses)~~

Other income of $286,000 was recorded for the nine months ended July 31, 2022 as compared to other income of $17,000 for the comparable period last year. The significant factor contributing to other income for the nine months ended July 31, 2022 was a gain of $301,000 from selling Arras common shares and interest income of $4,000, which was offset by a $20,000 foreign currency transaction loss compared to a $17,000 foreign currency transaction gain for the comparable period last year.

27 20

Other Income (Expenses)

We recorded other income of $4,000 for the three months ended January 31, 2023 as compared to other expenses of $4,000 for the comparable period last year. The significant factors contributing to other income was $6,000 in interest income for the three months ended January 31, 2023. The significant factors contributing to other expense was a $4,000 foreign currency transaction loss for the comparable period last year.

Material Changes in Financial Condition; Liquidity and Capital Resources

Cash Flows

During the ~~nine~~three months ended ~~July~~January 31, ~~2022, the Company~~2023, we primarily utilized cash and cash equivalents to fund general and administrative expenses and exploration activities at the Sierra Mojada Property. ~~During~~As a result of the ~~nine~~exploration activities and general and administrative expenses, cash and cash equivalents decreased from $887,000 at October 31, 2022 to $746,000 at January 31, 2023.

Cash flows used in operating activities for the three months ended ~~July~~January 31, 2023 were $141,000, as compared to $436,000 for the comparable period in 2022. This decrease was mainly due to the decreased general and administrative expenses and the timing of certain payments.

Cash flows provided by investing activities for the three months ended January 31, 2023 were $nil. Cash flows provided by investing activities for the three months ended January 31, 2022 ~~Silver Bull received net~~were proceeds of ~~$1,434,000~~$470,000 from the sale of 600,000 Arras common shares at a price of $CDN 1.00 per ~~share and 852,262 Arras common shares at a price of $CDN 1.50 per~~ share. As a result of the proceeds received from the sale of Arras common shares, which were partially offset by exploration activities and general and administrative expenses, cash and cash equivalents increased from $190,000 at October 31, 2021 to $632,000 at July 31, 2022.

Cash flows used in operating activities for the nine months ended July 31, 2022 were $987,000, as compared to $2,131,000 for the comparable period in 2021. This decrease was mainly due to due diligence and exploration activities at the Beskauga Property in relation to the Beskauga Option Agreement in the comparable period last year and decreased general and administrative expenses, which was offset by the timing of certain payments.

Cash flows provided by investing activities for the nine months ended July 31, 2022 were net proceeds of $1,434,000 from the sale of 600,000 Arras common shares at a price of $CDN 1.00 per share and 852,262 Arras common shares at a price of $CDN 1.50 per share. Cash flows used in investing activities for the nine months ended July 31, 2021 were $1,777,000 for loans made to Ekidos Minerals LLP (made while the Beskauga Project was being consolidated by the Company) and purchases of equipment.

Cash flows provided by financing activities for the ~~nine~~three months ended ~~July~~January 31, 2023 and 2022 were $nil, as compared to $2,642,000 for the same period last year. The cash flows provided by financing activities for the nine months ended July 31, 2021 were comprised of net proceeds from the second and final tranche of the Silver Bull Private Placement and the Arras Private Placement, funding from South32 and the CEBA loan.$nil.

Capital Resources

As of ~~July~~January 31, ~~2022,~~2023, the Company had cash and cash equivalents of ~~$632,000,~~$746,000, as compared to cash and cash equivalents of ~~$190,000~~$887,000 as of October 31, ~~2021.~~2022. The ~~increase~~decrease in liquidity ~~was~~and working capital were primarily the result of the ~~proceeds from sale of investments, which were partially offset by~~ exploration activities at the Sierra Mojada Property and general and administrative expenses.

Since the Company’s inception in November 1993, it has not generated revenue and have incurred an accumulative deficit of ~~$137,119,000.~~$137,740,000. Accordingly, Silver Bull has not generated cash flows from operations, and since inception has relied primarily upon proceeds from private placements and registered direct offerings of the Company’s equity securities, warrant exercises, sale of investments, and funding from South32 as the primary sources of financing to fund our operations. Based on the Company’s limited cash and cash equivalents, and history of losses, there is substantial doubt as to whether its existing cash resources are sufficient to enable it to continue operations for the next 12 months as a going concern. Management plans to pursue possible financing and strategic options, include, but are not limited to, obtaining additional equity financing and the exercise of warrants by warrantholders. However, there is no assurance that the Company will be successful in pursuing these plans.

Any future additional financing in the near term will likely be in the form of the issuance of equity securities, which will result in dilution to Silver Bull’s existing shareholders. Moreover, the Company may incur significant fees and expenses in the pursuit of a financing or other strategic transaction, which will increase the rate at which its cash and cash equivalents are depleted.

Capital Requirements and Liquidity; Need for Additional Funding

The Company’s management and board of directors monitor overall costs, expenses, and financial resources and, if necessary, will adjust planned operational expenditures in an attempt to ensure that the Company has sufficient operating capital. Management continues to evaluate the Company’s costs and planned expenditures, including for the Sierra Mojada Property, as discussed below.

The ~~continued exploration of the Sierra Mojada Property~~aforementioned NAFTA claim process will require the Company to incur significant ~~amounts of additional capital.~~ expense and devote significant resources. Outcomes in NAFTA arbitration and the process for recovering funds, even if there is a successful outcome in NAFTA arbitration, can be lengthy and unpredictable. Furthermore, there is a risk that the Company will be unable to secure the necessary funding to advance its claim.

In ~~December 2021,~~January 2023, Silver Bull’s board of directors approved a calendar year ~~2022 exploration~~2023 budget of $0.3 million for the Sierra Mojada Property and ~~$0.8~~$0.7 million for general and administrative expenses for calendar year 2022. The focus of the Company’s 2023 calendar year program at the Sierra Mojada Property will be to maintain its property concessions in Mexico. As of ~~August 31, 2022,~~February 28, 2023, the Company had approximately ~~$0.6~~$0.7 million in cash and cash equivalents. ~~The continued exploration of~~To maintain the Sierra Mojada Property and NAFTA claim ultimately will require the Company to raise additional capital, identify other sources of funding or identify another strategic partner.

~~For information about the strategic partnership with South32, see Note 4 – South32 Option Agreement in the financial statements and Note 18 – Subsequent Event.~~

Management will continue to evaluate the Company’s ability to obtain additional financial resources, and will attempt to reduce or limit expenditures on the Sierra Mojada Property as well as general and administrative costs if determined that additional financial resources are unavailable or available on terms that management determine are unacceptable. However, it may not be possible to reduce costs, and even if management is successful in reducing costs, the Company still may not be able to continue operations for the next 12 months as a going concern. If the Company is unable to fund future operations by obtaining additional financial resources, including an equity offering or other strategic transaction, management do not expect to have sufficient available cash and cash equivalents to continue the Company’s operations for the next 12 months as a going concern.

Critical Accounting Policies

The critical accounting policies are defined in our Annual Report on Form 10-K for the year ended October 31, ~~2021~~2022 filed with the SEC on January ~~14, 2022.~~

~~Recent Accounting Pronouncements Adopted in the Nine-Month Period Ended July 31, 2022~~

On November 1, 2020, we adopted the Financial Accounting Standards Board’s (the “FASB’s”) Accounting Standards Updated (“ASU”) 2020-01, “Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) – Clarifying the Interactions between Topic 321, Topic 323, and Topic 815.” This ASU is effective for interim and annual periods beginning after December 15, 2020. The adoption of this update did not have a material impact on the Company’s financial position, results of operations or cash flows and disclosures.

~~Recent Accounting Pronouncements Not Yet Adopted~~

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC did not or are not expected to have a material impact on the Company’s present or future consolidated financial statements.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4.

CONTROLS AND ~~PROCEDURES.~~PROCEDURES.

(a)

Evaluation of Disclosure Controls and Procedures.

Under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, management has carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of ~~July~~January 31, ~~2022.~~2023. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective as of ~~July~~January 31, ~~2022.~~2023.

The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in its reports filed or submitted under the Exchange Act is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

(b)

Changes in Internal Control over Financial Reporting

During the quarter ended ~~July~~January 31, ~~2022,~~2023, there have not been any changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

29 22

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

See Note 1615 – Commitments and Contingencies to the Company’s financial statements (Part I, Item 1 of this Quarterly Report on Form 10-Q) for information regarding legal proceedings in which it is involved.

ITEM 1A.

RISK FACTORS.

~~There have been no material changes from~~The risk factor outlined below should be considered along with the risk factors ~~included~~disclosed in the Company’s Annual Report on Form 10-K for the year ended October 31, ~~2021.~~2022.

The Company has litigation risk with respect to its legacy North American Free Trade Agreement (“NAFTA”) claim under the United States-Mexico-Canada Agreement and other possible proceedings.

The Company is currently, and may in the future become, subject to litigation, arbitration or proceedings with other parties. On March 2 2023, the Company filed a Notice of Intent with Mexico’s Directorate General of Foreign Investment to initiate a legacy NAFTA claim under Annex 14-C of the United States-Mexico-Canada Agreement to recover economic damages resulting from the illegal blockade of the Sierra Mojada Project by Mineros Norteños. If decided adversely to us, these legal proceedings, or others that could be brought against the Company in the future, could have a material adverse effect on our financial position or prospects. While the Company believes its legacy NAFTA claim is valid, litigation matters are inherently uncertain and there is no guarantee that the Company will be successful in its assessment, or that the likely outcome of this matter will be consistent with the ultimate resolution of the matter. The NAFTA claim process will require the Company to incur significant expense, devote significant resources, and may generate adverse publicity, which could materially, and possibly adversely, affect its business. The Company’s inability to enforce its rights and the enforcement of rights on a prejudicial basis by foreign courts or arbitral panels could have an adverse effect on the Company’s outlook. Outcomes in NAFTA arbitration and the process for recovering funds even if there is a successful outcome in NAFTA arbitration can be lengthy and unpredictable. Furthermore, there is a risk that the Company will be unable to secure the necessary funding to advance its claim.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Recent Sales of Unregistered Securities

No sales of unregistered equity securities occurred during the period covered by this report.

Purchases of Equity Securities by the Company and Affiliated Purchasers

No purchases of equity securities were made by or on behalf of Silver Bull or any “affiliated purchaser” within the meaning of Rule 10b-18 under the Exchange Act during the period covered by this report.

ITEM 3.

DEFAULTS UPON SENIOR ~~SECURITIES~~.SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.

OTHER INFORMATION.

~~On August 31, 2022, the Company~~ and its subsidiary, Minera Metalin, entered into a termination agreement (the “Termination Agreement”) with South32 pursuant to which agreement the parties will terminate that the South32 Option Agreement, dated as of June 1, 2018 and amended on March 20, 2019, among the Company, Minera Metalin, South32, and Contratistas, which merged with an into Minera Metalin on August 26, 2021. As a condition precedent to the termination of the Option Agreement, and as reimbursement for project-related costs and expenditures incurred or expected to be incurred in relation to the Option Agreement, South32 must pay Silver Bull $518,000 in cash. Pursuant to the Termination Agreement, upon termination of the Option Agreement, Silver Bull and Minera Metalin will release South32, and South32 will release Silver Bull and Minera Metalin, from any claims, including in relation to their respective obligations arising from the Option Agreement.

The Option Agreement has been under a force majeure since October 11, 2019 due to an ongoing blockade of the Sierra Mojada property located in Coahuila, Mexico, by a cooperative of local miners, Mineros Norteños.

None

30 23

ITEM 6.

EXHIBITS.

Incorporated by Reference
Exhibit Number Exhibit Description Form Date Exhibit Filed/ Furnished Herewith

4.1 Description of Capital Stock 10-Q 03/16/2022 4.1

10.1+ Consulting Agreement, dated as of February 17, 2022, by and between Silver Bull Resources, Inc. and Timothy Barry 8-K 02/23/2022 10.1

10.2+ Consulting Agreement, dated as of February 17, 2022, by and between Silver Bull Resources, Inc. and Westcott Management Ltd. 8-K 02/23/2022 10.2

10.3+ Amended and Restated Employment Agreement, dated as of February 17, 2022, by and among Silver Bull Resources, Inc., Arras Minerals Corp. and Christopher Richards 8-K 02/23/72022 10.3

10.4+ Amendment to Silver Bull Resources, Inc. Management Retention Bonus Plan, dated as of February 17, 2022 8-K 02/23/2022 10.4

10.5+ Amended to the Silver Bull Resources, Inc. 2019 Stock Option and Stock Bonus Plan 8-K 04/23/2022 10.1

31.1 Certification of CEO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X

31.2 Certification of CFO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X

32.1 Certification of CEO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 XX

32.2 Certification of CFO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 XX

101.INS* XBRL Instance Document X

101.SCH* XBRL Schema Document
X

101.CAL* XBRL Calculation Linkbase Document X

101.DEF*

XBRL Definition Linkbase Document

X

Incorporated by Reference

Exhibit Number

Exhibit Description

Form

Date

Exhibit

Filed/ Furnished Herewith

31.1

Certification of CEO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of CFO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of CEO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of CFO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*

Inline XBRL Instance Document

101.SCH*

Inline XBRL Schema Document

101.CAL*

Inline XBRL Calculation Linkbase Document

101.DEF*

Inline XBRL Definition Linkbase Document

101.LAB*

Inline XBRL Labels Linkbase Document

104

The Cover Page Interactive Data File, formatted in Inline XBRL (included in Exhibit 101).

X		Filed herewith

XX		Furnished herewith
+		Indicates a management contract or compensatory plan, contract or arrangement.

The following financial information from Silver Bull Resources, Inc.’s Quarterly Report on Form 10-Q for the ~~nine~~three months ended ~~July~~January 31, ~~2022,~~2023, is formatted in XBRL (Extensible Business Reporting Language): Interim Condensed Consolidated Balance Sheets, Interim Condensed Consolidated Statements of Operations and Comprehensive Loss, Interim Condensed Consolidated Statements of Stockholders’ Equity, Interim Condensed Consolidated Statements of Cash Flows.

31 24

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SILVER BULL RESOURCES, INC.

	~~SILVER BULL RESOURCES, INC.~~

Dated: ~~September 12, 2022~~March 17, 2023	By:	/s/ Timothy Barry
		Timothy Barry
		President and Chief Executive Officer
		(Principal Executive Officer)
Dated: ~~September 12, 2022~~March 17, 2023	By:	/s/ Christopher Richards
		Christopher Richards
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

32 25

iso4217:CAD xbrli:shares

	Three Months Ended July 31,						Nine Months Ended July 31,
	2022			2021			2022			2021

REVENUES	$	—		$	—		$	—		$	—

EXPLORATION AND PROPERTY HOLDING COSTS
Exploration and property holding costs		104,767			424,886			266,548			885,860
Depreciation (Note 8)		4,923			15,360			15,649			37,844
Goodwill impairment (Note 10)		—			—			2,058,031			—
TOTAL EXPLORATION AND PROPERTY HOLDING COSTS		109,690			440,246			2,340,228			923,704

GENERAL AND ADMINISTRATIVE EXPENSES
Personnel		87,959			192,508			367,610			622,470
Office and administrative		60,809			97,040			192,031			327,251
Professional services		18,287			321,062			136,839			723,643
Directors’ fees		37,325			101,363			126,195			294,048
Provision for (recovery of) uncollectible value-added taxes (Note 7)		2,181			(1,199	)		11,483			10,075
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES		206,561			710,774			834,158			1,977,487

LOSS FROM OPERATIONS		(316,251	)		(1,151,020	)		(3,174,386	)		(2,901,191	)

OTHER INCOME (EXPENSES)
Interest income		3,608			7			3,619			87
Other income		1,050			—			1,050			—
Foreign currency transaction (loss) gain		(1,772	)		(8,333	)		(20,127	)		16,721
Gain on investment (Note 5)		301,493			—			301,493			—
TOTAL OTHER INCOME (EXPENSES)		304,379			(8,326	)		286,035			16,808

LOSS BEFORE INCOME TAXES		(11,872	)		(1,159,346	)		(2,888,351	)		(2,884,383	)

INCOME TAX EXPENSE		3,020			1,013			4,520			4,550

NET LOSS		(14,892	)		(1,160,359	)		(2,892,871	)		(2,888,933	)
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS		—			(95,669	)		—			(142,945	)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS		(14,892	)		(1,064,690	)		(2,892,871	)		(2,745,988	)
BASIC AND DILUTED NET LOSS PER COMMON SHARE	$	(0.00	)	$	(0.03	)	$	(0.08	)	$	(0.09	)
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES		35,055,652			33,954,929			34,852,898			33,705,785

	Common Stock
	Number of Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Other Comprehensive Income		Total Stockholders’ Equity
Nine months ended July 31, 2022
Balance, October 31, 2021		34,547,838	$	2,413,337	$	139,803,515	$	(134,226,099	)	$	92,248	$	8,083,001
Issuance of common stock as follows: -for compensation at $0.25 per share (Note 12)		507,814		5,078		123,016		—			—		128,094
Stock option activity as follows:
- Stock-based compensation for options issued to directors, officers, employees and advisors (Note 13)		—		—		251,429		—			—		251,429
Net loss for the nine-month period ended July 31, 2022		—		—		—		(2,892,871	)		—		(2,892,871	)
Balance, July 31, 2022		35,055,652	$	2,418,415	$	140,177,960	$	(137,118,970	)	$	92,248	$	5,569,653


	Nine Months Ended July 31,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,892,871	)	$	(2,888,933	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation		15,649			37,844
Goodwill impairment (Note 10)		2,058,031			—
Provision for uncollectible value-added taxes		11,483			10,075
Foreign currency transaction loss (income)		21,893			(8,408	)
Stock options issued for compensation (Note 12)		251,429			430,868
Shares of common stock issued for services (Note 12)		128,094			—
Realized share of net gain of investment (Note 5)		(301,493	)		—
Changes in operating assets and liabilities:
Value-added tax receivable		(12,186	)		(26,923	)
Income tax receivable		—			481
Other receivables		4,456			(6,417	)
Prepaid expenses and deposits		170,822			95,266
Accounts payable		(302,712	)		125,998
Accrued liabilities and expenses		(142,256	)		103,082
Due to related party		437			—
Income tax payable		2,000			(4,000	)
Net cash used in operating activities		(987,224	)		(2,131,067	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of investments, net of costs (Note 5)		1,434,113			—
Purchase of equipment		—			(82,034	)
Loan receivable		—			(1,694,500	)
Net cash provided by (used in) investing activities		1,434,113			(1,776,534	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Property concessions funding (Note 4)		—			82,670
Proceeds from loan financing (Note 11)		—			15,615
Proceeds from issuance of common stock, net of offering costs (Note 12)		—			542,870
Proceeds from issuance of common stock of subsidiary, net of offering costs		—			2,001,244
Net cash provided by financing activities		—			2,642,399

Effect of exchange rates on cash and cash equivalents		(4,564	)		8,261

Net increase (decrease) in cash and cash equivalents		442,325			(1,256,941	)

Cash and cash equivalents beginning of period		189,607			1,861,518

Cash and cash equivalents end of period	$	631,932		$	604,577

Assets:	Mexico
Cash and cash equivalents	$	4,000
Value-added tax receivable, net		123,000
Prepaid expenses and deposits		4,000
Office and mining equipment, net		148,000
Property concessions		5,020,000
Total assets	$	5,296,000

Liabilities:
Accounts payable	$	7,000
Accrued liabilities and expenses		59,000
Payable to Silver Bull Resources, Inc. to be converted to equity upon exercise of the South32 Option		3,868,000
Total liabilities	$	3,934,000

Net advances and investment in the Company’s Mexican subsidiary	$	1,362,000

Equity security – October 31, 2020	$	—
Carrying value of investment on deconsolidation		75,817
Gain on investment		1,090,953
Equity security – October 31, 2021	$	1,166,770
Sale of investment, net of costs		(1,434,113	)
Gain on investment		301,493
Foreign currency translation adjustment		(34,150	)
Equity security – July 31, 2022	$	—

Allowance for uncollectible VAT – October 31, 2021	$	420,982
Provision for VAT receivable allowance		11,483
Foreign currency translation adjustment		2,642
Allowance for uncollectible VAT – July 31, 2022	$	435,107

Goodwill – October 31, 2021	$	2,085,031
Impairment		(2,085,031	)
Goodwill – July 31, 2022	$	—

Loan payable – October 31, 2021	$	48,450
Foreign currency translation adjustment		(1,663	)
Loan payable – July 31, 2022	$	46,787