SBMT 10-K & 10-Q changes, risk factors and insider trading

This discussion should be read in conjunction with the condensed interim consolidated financial statements and accompanying notes for the periods ended MarchJune 31,30, 2026 and 2025, with related notes thereto which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections entitled “Forward-Looking Statements” and “Risk Factors.” We are not undertaking any obligation to update any forward-looking statements or other statements we may make in the following discussion or elsewhere in this document even though these statements may be affected by events or circumstances occurring after the forward-looking statements or other statements were made. Therefore, no reader of this document should rely on these statements being current as of any time other than the time at which this document is declared effective by the SEC. As used in the discussion below, the “Company”, “Silver Bow”, “we”, “us” and “ours” refers to Silver Bow Mining Corp.

All dollar amounts are in U.S. dollars in thousands,dollars, except per share amounts, commodity prices, and currency exchange rates unless specified otherwise.

We were incorporated under the name Blackjack Silver Corp. pursuant to the Ontario Business Corporations Act on August 31, 2020. The WeCompany changed ourits name to Silver Bow Mining Corp. pursuant to a certificate of amendment effective February 18, 2025. On May 27, 2025, we continued as a British Columbia corporation under the provisions of the British Columbia Business Corporations Act (“BCBCA”). OurThe Company’s registered office is located at 1200-750 West Pender St, Vancouver, British Columbia, V6C 2T8, and ourits corporate headquarters is located at 1401 Idaho Street, Butte, Montana 59701.

We are focused on the exploration of mineral property interests including silver, zinc, gold, lead, and copper targets in Montana. in the state of Montana, United States. Our land holdings are located in Silver Bow County, Montana. Our currentmineral properties include the Rainbow Block, the Marget Ann Block, the Goldsmith Block, the Travona Block, and the Emma Block. Collectively, we refer to these properties as the “Butte Project”.

As of MarchJune 31,30, 2026, we arewere in thean exploration stage issuer and have not commenced commercial production or established any Mineral Reserves as defined under Subpart 1300 of Regulation S-K.

Three months ended MarchJune 31,30, 2026 compared to Three months ended MarchJune 31,30, 2025

The following table summarizes the Company’s financial results for the three months ended MarchJune 31,30, 2026 and 2025:

The following is an analysis of our operations for the three months ended MarchJune 31,30, 2026 and 2025. Significant items contributing to the loss incurred were as follows:

A summary and discussion of our cash inflows and outflows for the threesix months ended MarchJune 31,30, 2026 and 2025 are as follows:

Cash used in operating activities increased in the threesix months ended MarchJune 31,30, 2026 compared to the corresponding period in 2025 due to tothe increase in exploration activities, the expansion of the Company’s management structure and increased professional fees as we increased operational activities and prepared for the 2026 public listing.

Cash Resources and Going ConcernLiquidity

We have no revenue generating operations from which we can internally generate funds. To date, our ongoing operations have been financed by the sale of our equity securities by way of private placements. As of MarchJune 31,30, 2026, the Company had Cash and cash equivalents of $7,519,919$55,825,576 and working capital of $6,868,958.$55,006,873. On MayApril 1,30, 2026 the Company closedsuccessfully completed its initialIPO publicwhereby offeringthe (IPO) of approximatelyCompany issued 5.2 million common shares at a price of $11.50common perstock share.and The Company receivedraised net proceeds of approximately $54.6$55.1 million after deducting underwriting discounts, commissions and offering expenses.million. These proceeds are intended to be used to continue exploration of our mineral deposits,properties, as well as for working capital and general corporate purposes. The common shares sold in the IPO were registered under the Securities Act of 1933, as amended, pursuant to registration statements of Form S-1 (Nos. 333-2929281933 and 333-295418). The Company’s common shares begancommenced trading on the NYSE American LLCStock on April 30, 2026.Exchange.

During the twelve months following March 31,June 30, 2026, the Company anticipates cash expenditures of approximately $35$40 million for exploration activities and working capital purposes.

Based on its liquidity position as of March 31,June 30, 2026, the net proceeds from the IPO and planned expenditures for the next 12 months, management believes the Company has sufficient resources to meet its obligations as they become due within 12 months from the issuance date of these consolidated financial statements, which have been prepared on a going-concern basis. While we have been successful in the past in obtaining the necessary capital to support our operations, including registered equity financing, there is no assurance we will be able to obtain additional equity capital or other financing, if needed.

This MD&A of ourthe Company’s financial condition and results of operations is based on our condensed interim consolidated financial statements, which have been prepared in accordance with U.S. GAAP. Preparation of financial statements requires management to make assumptions, estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and the related disclosures of contingencies. Management bases its estimates on various assumptions and historical experience, which are believed to be reasonable; however, due to the inherent nature of estimates, actual results may differ significantly due to changed conditions or assumptions. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that ourthe Company’s condensed interim consolidated financial statements are fairly presented in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from ourthe Company’s assumptions and estimates, and such differences could be material. Management believes that the following critical accounting estimates and judgments have a significant impact on ourthe Company’s condensed interim consolidated financial statements; valuation of options and warrants granted to directors and officers using the Black-Scholes model.models.

OurThe Company’s accounting policies are described in greater detail in Note 2 to the Company’s audited annual consolidated financial statements for the year ended December 31, 2025, which can be found in ourthe Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 24, 2026. There have been no material changes to ourthe Company’s critical accounting policies and estimates as compared to ourthe Company’s critical accounting policies and estimates described in the Registration Statement.