10-K 1 svbr_10k-103112.htm FORM 10-K FOR THE FISCAL YEAR ENDED 10/31/2012 svbr_10k-103112.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K


(Mark One)

R
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE FISCAL YEAR ENDED October 31, 2012

£
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE TRANSITION PERIOD OF _________ 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.)

925 West Georgia Street, Suite 1908
Vancouver, B.C. V6C 3L2
(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:
 
Title of each class
Name of each exchange on which registered
Common Stock, $0.01 Par Value
NYSE MKT
 
Common Stock, $0.01 Par Value
(Title of Class)

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
Yes o No R

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  
Yes o No R

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 R No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
Yes R   No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company:

Large accelerated filer o                     Accelerated filer R               Non-accelerated filer o             Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No R

As of January 9, 2013, there were 136,160,157 shares of the registrant’s $0.01 par value Common Stock (“Common Stock”), the registrant’s only outstanding class of voting securities, outstanding. As of April 30, 2012, the aggregate market value of the registrant’s voting Common Stock held by non-affiliates of the registrant was $60,205,647 based upon the closing sale price of the Common Stock as reported by the NYSE MKT.
 


 
 
 
 
 
SILVER BULL RESOURCES, INC.
ANNUAL REPORT ON FORM 10-K
 
TABLE OF CONTENTS
 
       
     
Page
PART I
       
Items 1 and 2.
Business and Properties
 
4
Item 1A.
Risk Factors
 
14
Item 1B.
Unresolved Staff Comments
 
20
Item 3.
Legal Proceedings
 
20
Item 4.
Mine Safety Disclosure
 
20
       
 
PART II
 
Item 5.
Market for Registrant’s Common Equity and Related Stockholder Matters
 
21
Item 6.
Selected Financial Data
 
24
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
24
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
 
32
Item 8.
Financial Statements and Supplementary Data
 
33
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
33
Item 9A.
Controls and Procedures
 
33
       
 
PART III
 
Item 10.
Directors, Executive Officers and Corporate Governance
 
36
Item 11.
Executive Compensation
 
36
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
36
Item 13.
Certain Relationships and Related Transactions, and Director Independence
 
36
Item 14.
Principal Accounting Fees and Services
 
36
 
PART IV
Item 15.
Exhibits, Financial Statement Schedules
 
37
 
Signatures
 
39
       
       
 
 
 
1

 
When we use the terms “Silver Bull,” “we,” “us,” or “our,”  we are referring to Silver Bull Resources, Inc. and its subsidiaries, unless the context otherwise requires. We have included technical terms important to an understanding of our business under “Glossary of Common Terms” at the end of this section. Throughout this document we make statements that are classified as “forward-looking.” Please refer to the “Cautionary Statement Regarding Forward-Looking Statements” section of this document for an explanation of these types of assertions.

Cautionary Statement Regarding Forward-Looking Statements

This Annual Report on Form 10-K includes certain statements that may be deemed to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the United States Private Securities Litigation Reform Act of 1995, and “forward-looking information” within the meaning of applicable Canadian securities legislation. We use 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. These statements include, among other things, planned activities at the Sierra Mojada Project, including expectations regarding our metallurgical program, the scope and size of the capital budget for the Sierra Mojada Project, and the preparation of an updated NI 43-101 compliant resource estimate and preliminary economic assessment based on the updated resource estimate during 2013; and planned activities at our Gabon properties.
 
These statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties and our actual results could differ from those express or implied in these forward-looking statements as a result of the factors described under “Risk Factors” in this Annual Report on Form 10-K, including:
  
· 
Results of future exploration at our Sierra Mojada Project;

· 
Our ability to raise necessary capital to conduct our exploration activities, and do so on acceptable terms;

· 
Worldwide economic and political events affecting the market prices for silver, gold, zinc, lead, manganese and other minerals that may be found on our exploration properties;

· 
The amount and nature of future capital and exploration expenditures;

· 
Competitive factors, including exploration-related competition;

· 
Our inability to obtain required permits;

· 
Timing of receipt and maintenance of government approvals;

· 
Unanticipated title issues;

· 
Changes in tax laws;

· 
Changes in regulatory frameworks or regulations affecting our activities;

· 
Our ability to retain key management and consultants and experts necessary to successfully operate and grow our business; and

· 
Political and economic instability in Mexico and other countries in which we conduct our 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 us.

All forward-looking statements speak only as of the date made. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Except as required by law, we undertake 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. You should not place undue reliance on these forward-looking statements.


 
2

 

Cautionary Note Regarding Exploration Stage Companies

We are an exploration stage company and do not currently have any known reserves and cannot be expected to have known 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 our concessions contain proven and probable reserves and investors may lose their entire investment. See “Risk Factors.”
 
Glossary of Common Terms

The following terms are used throughout this Annual Report on Form 10-K.

Concession
 
A grant of a tract of land made by a government or other controlling authority in return for stipulated services or a promise that the land will be used for a specific purpose.
     
Exploration Stage
 
A prospect that is not yet in either the development or production stage.
 
Feasibility Study
 
An engineering study designed to define the technical, economic, and legal viability of a mining project with a high degree of reliability.
     
Formation
 
A distinct layer of sedimentary rock of similar composition.
 
Mineralized Material
 
Mineral bearing material such as zinc, silver, gold, lead or manganese that has been physically delineated by one or more of a number of methods including drilling, underground work, surface trenching and other types of sampling. This material has been found to contain a sufficient amount of mineralization of an average grade of metal or metals to have economic potential that warrants further exploration evaluation. While this material is not currently or may never be classified as reserves, it is reported as mineralized material only if the potential exists for reclassification into the reserves category. This material cannot be classified in the reserves category until final technical, economic and legal factors have been determined. Under the U.S. Securities and Exchange Commission’s standards, a mineral deposit does not qualify as a reserve unless the recoveries from the deposit are expected to be sufficient to recover total cash and non-cash costs for the mine and related facilities and make a profit.
     
Mining
 
The process of extraction and beneficiation of mineral reserves to produce a marketable metal or mineral product. Exploration continues during the mining process and, in many cases, mineral reserves are expanded during the life of the mine operations as the exploration potential of the deposit is realized.
     
Ore, Ore Reserve, or Mineable Ore Body
 
The part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.
     
Reserves
 
Estimated remaining quantities of mineral deposit and related substances anticipated to be recoverable from known accumulations, from a given date forward, based on:
 
(a) analysis of drilling, geological, geophysical and engineering data;
 
(b) the use of established technology;
 
(c) specified economic conditions, which are generally accepted as being reasonable, and which are disclosed; and
 
(d) permitted and financed for development
     
Resources
 
Those quantities of mineral deposit estimated to exist originally in naturally occurring accumulations.
 
Resources are, therefore, those quantities estimated on a particular date to be remaining in known accumulations plus those quantities already produced from known accumulations plus those quantities in accumulations yet to be discovered.
 
Resources are divided into:
 
(a) discovered resources, which are limited to known accumulations; and
 
(b) undiscovered resources.
     
Tonne
 
A metric ton which is equivalent to 2,204.6 pounds.

 
3

 
PART I

Items 1 and 2.  BUSINESS AND PROPERTIES

Overview and Corporate Structure

Silver Bull Resources, Inc. 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. In 1996, our name was changed to Metalline Mining Company (“Metalline”). On April 21, 2011, we changed our name to Silver Bull Resources, Inc. We have not realized any revenues from our planned operations and we are considered an Exploration Stage Company. We have not established any reserves with respect to our exploration projects, and may never enter into the development with respect to any of our projects.

We engage in the business of mineral exploration. We currently own or have the option to acquire a number of property concessions in Mexico within a mining district known as the Sierra Mojada District, located in the west-central part of the state of Coahuila, Mexico.  We conduct our operations in Mexico through our wholly-owned subsidiary corporations, Minera Metalin S.A. de C.V. (“Minera Metalin”) and Contratistas de Sierra Mojada S.A. de C.V. (“Contratistas”) and through Minera Metalin’s wholly-owned subsidiary Minas de Coahuila SBR S.A. de C.V.

In April 2010, Metalline Mining Delaware, Inc., our wholly-owned subsidiary, was merged with and into Dome Ventures Corporation (“Dome”). As a result, Dome became a wholly-owned subsidiary of Silver Bull.  Dome’s subsidiaries include its wholly-owned subsidiaries Dome Asia Inc. and Dome International Global Inc., which are incorporated in the British Virgin Islands.  Dome International Global Inc.’s subsidiaries include its wholly-owned subsidiaries incorporated in Gabon, Dome Ventures SARL Gabon and African Resources SARL Gabon, as well as its 99.99%-owned subsidiary, Dome Minerals Nigeria Limited, incorporated in Nigeria. Dome Ventures SARL Gabon has a wholly-owned subsidiary, Gabon Resources SARL. We conduct our exploration activities in Gabon, Africa through Dome Ventures SARL Gabon and African Resources SARL Gabon.

Our efforts have been concentrated in expenditures related to exploration properties, principally in the Sierra Mojada Property located in Coahuila, Mexico. We have not determined whether the exploration properties contain ore reserves that are economically recoverable. The ultimate realization of our investment in exploration properties is dependent upon the success of future property sales, the existence of economically recoverable reserves, our ability to obtain financing or make other arrangements for development and future profitable production. The ultimate realization of our investment in exploration properties cannot be determined at this time, and accordingly, no provision for any asset impairment that may result, in the event we are not successful in developing or selling these properties, has been made in the accompanying consolidated financial statements except as disclosed in Note 5.

Sierra Mojada Project

Location, Access and Infrastructure

The Sierra Mojada project is located within a mining district known as the Sierra Mojada District.  The Sierra Mojada District is located in the west central part of the state of Coahuila, Mexico, near the Coahuila-Chihuahua state border approximately 200 kilometers south of the Big Bend of the Rio Grande River.  The principal mining area extends for approximately 5 kilometers in an east-west direction along the base of the precipitous, 1,000 meter high, Sierra Mojada Range.

The Sierra Mojada project site is situated to the south of the village of Esmeralda, on the northern side of a major escarpment that forms the northern margin of the Sierra Mojada range.  In general, the site is approximately 1,500 meters above sea level.  The project is accessible by paved road from the city of Torreon, Coahuila, which lies approximately 250 kilometers to the southwest.  Esmerelda is served by a rail spur of the Coahuila Durango railroad.  There is an airstrip east of Esmeralda, although its availability is limited, and another airstrip at the nearby Penoles plant, which we can use occasionally.  The Sierra Mojada District has high voltage electric power supplied by the national power company, Comision Federal de Electricidad, C.F.E., and is supplied water by the municipality of Sierra Mojada.  Although power levels are sufficient for current operations and exploration, future development of the project, if any, may require additional power supplies to be sourced.

 
4

 
 
Our facilities in Mexico include offices, residences, shops, warehouse buildings and exploration equipment located at Calle Mina #1, La Esmeralda, Coahuila, Mexico.

The map below shows the location of the Sierra Mojada project:


 
Property History

Silver and lead were first discovered by a foraging party in 1879, and mining to 1886 consisted of native silver, silver chloride, and lead carbonate ores. After 1886, silver-lead-zinc-copper sulphate ores within limestone and sandstone units were produced. No accurate production history has been found for historical mining during this period.

Approximately 90 years ago, zinc silicate and zinc carbonate minerals (“Zinc Manto Zone”) were discovered underlying the silver-lead mineralized horizon. The Zinc Manto Zone is predominantly zinc dominated, but with subordinate lead – rich manto and is principally situated in the footwall rocks of the Sierra Mojada Fault System. Since discovery and up to 1990, zinc, silver, and lead ores were mined from various mines along the strike of the deposit including from the Sierra Mojada Property. Ores mined from within these areas were hand-sorted, and the concentrate shipped mostly to smelters in the United States.
 
Activity during the period of 1956 to 1990 consisted of operations by the Mineros Norteños Cooperativa and operations by individual owners and operators of pre-existing mines. The Mineros Norteños operated the San Salvador, Encantada, Fronteriza, Esmeralda, and Parrena mines, and shipped oxide zinc ore to Zinc National’s smelter in Monterrey, while copper and silver ore were shipped to smelters in Mexico and the United States.

We estimate that over 45 mines have produced ore from underground workings throughout the approximately five kilometer by two kilometer area that comprises the Sierra Mojada District.  We estimate that since its discovery in 1879, the Sierra Mojada District has produced approximately 10 million tons of silver, zinc, lead and copper ore.  The District does not have a mill to concentrate ore and all mining conducted thus far has been limited to selectively mined ore of sufficient grade to direct ship to smelters.  We believe that mill-grade mineralization that was not mined remains available for extraction.  No mining operations are currently active within the area of the Sierra Mojada District, except for a dolomite quarry by Peñoles near Esmeralda.

In the 1990’s, Kennecott Copper Corporation (“Kennecott”) had a joint venture agreement involving USMX’s Sierra Mojada concessions.  Kennecott terminated the joint venture in approximately 1995.  We entered into a Joint Exploration and Development Agreement with USMX in July 1996 involving USMX’s Sierra Mojada concessions.  In 1998, we purchased the Sierra Mojada and the USMX concessions and the Joint Exploration and Development Agreement was terminated.  We also purchased certain other concessions during this time and conducted exploration for copper and silver mineralization from 1997 through 1999.

 
5

 
In October of 1999, we entered into a joint venture with North Limited of Melbourne, Australia (now Rio Tinto).  North Limited withdrew from the joint venture in October 2000.

We entered into a joint venture agreement with Peñoles in November 2001. The agreement allowed Peñoles to acquire 60% of the Sierra Mojada project by completing a bankable Feasibility Study and making annual payments to us.  During 2002 and 2003, Peñoles conducted an underground exploration program.  In December 2003, the joint venture was terminated by mutual consent between Peñoles and us.
 
Title and Ownership Rights

The Sierra Mojada Project is comprised of 43 concessions consisting of 392,130 hectares (about 968,974 acres). This includes 13 concessions that are subject to option agreements which require further payments from us, as described below. We periodically obtain additional concessions in the Sierra Mojada Project area and whether we will continue to hold these additional concessions will depend on future exploration work and ability to obtain financing.

Thirteen of the concessions in the Sierra Mojada project are subject to options to purchase from existing third party concession owners.  The agreements are considered option purchase agreements and give us the option, but not the obligation, to acquire the concessions at established prices.  Pursuant to the option purchase agreements, we are required to make certain payments over the terms of these contracts.  The payments required to obtain full ownership of these concessions are set forth in the table below:

Olympia (1 concession)
   
Payment Date
Payment Amount
February 2013
Mexican peso ($MXN”) 470,000
August 2013
$MXN 1,000,000

 
Maravillas, Ampl. Sierra Mojada and Sierra Mojada (3 concessions)
   
Payment Date
Payment Amount
April 2013
$MXN 800,000
October 2013
$MXN 1,800,000
April 2014
$MXN 2,400,000
April 2015
$MXN 6,000,000
 
 
 
Nuevo Dulces Nombres (Centenario) and Yolanda III (2 concessions)
   
Payment Date
Payment Amount(1)
Monthly payment beginning August 2014 and ending  August  2016
 
$20,000 per month
(1)          In August 2016, Silver Bull has the option of acquiring Nuevo Dulces Nombres (100% interest) for $4 million and Yolanda III (100% interest) for $2 million.
 


 
6

 
Poder de Dios, Anexas a Poder de Dios and Ampliacion a Poder de Dios (3 concessions)
     
Payment Date
Payment Amount
Option Purchase Price(1)
April 2013
$300,000
$5 million
October 2013
$300,000
$5 million
April 2014
$300,000
$6 million
October 2014
$300,000
$6 million
April 2015(2)
$300,000
$7 million

(1)          Payments shown in the second column are required to maintain the option. Payments shown in the third column reflect the purchase price at that point in time for the acquisition of 100% of the concessions. Upon payment of the option purchase price, no subsequent payments are required.
 
(2)          After April 2015, Silver Bull must pay $300,000 every 6 months in order to maintain the option-purchase agreement. During this period, Silver Bull has the option of acquiring Poder de Dios, Anexas a Poder de Dios and Ampliacion a Poder de Dios (100% interest) for $7 million.
 

Veta Rica o La Inglesa (1 concession)
   
Payment Date
Payment Amount
April 2013
$300,000
April 2014
$300,000


La Perla, La India and La India Dos (3 concessions)
     
Payment Date
Payment Amount
Option Purchase Price(1)
April 2013
$400,000
$4 million
April 2014
$500,000
$5 million

(1)          Payments shown in the second column are required to maintain the option. Payments shown in the third column reflect the purchase price at that point in time for the acquisition of 100% of the concessions. Upon payment of the option purchase price, no subsequent payments are required.

If exploration results warrant, we intend to make the above payments.  We will record these payments as property concession assets.  In the event we elect not to move forward with the purchase option outlined above, we will expense all cumulative costs deferred for each respective concession.  

Each mining concession enables us to explore the underlying concession in consideration for the payment of a semi-annual fee to the Mexican government and completion of certain annual assessment work.  Annual assessment work in excess of statutory annual requirements can be carried forward and applied to future periods.  
  
Ownership of a concession provides the owner with exclusive exploration and exploitation rights to all minerals located on the concessions, but does not include the surface rights to the real property. Therefore, we will need to negotiate any necessary agreements with the appropriate surface landowners if we determine that a mining operation is feasible for the concessions. We own surface rights to five lots in the area (Sierra Mojada lot #1, #3, #4, #6 and #7), but anticipate that we will be required to obtain additional surface rights if we determine that a mining operation is feasible.
 
Geology and Mineralization

The Sierra Mojada concessions contain a mineral system which can be separated into two distinct zones: The “Shallow Silver Zone” and the “Zinc Zone.” These two zones lie along the Sierra Mojada Fault which trends east-west along the base of the Sierra Mojada range. All of the mineralization identified to date is seen as oxide, which has been derived from primary “sulphide” bodies which have been oxidized and remobilized into porous and fractured rock along the Sierra Mojada Fault. The formation of a silver rich zone (the Shallow Silver Zone) and a zinc rich zone (the Zinc Zone) is a reflection of the mobility’s of the metals in the ground water conditions at Sierra Mojada.

The geology of the District is composed of a Cretaceous limestone and dolomite sequence sitting on top of the Jurassic “San Marcos” red sediments. This sedimentary sequence has then later been intruded by Tertiary volcanics, which are considered to be responsible for the mineralization seen at Sierra Mojada. Historical mines are dry and the rocks are competent for the most part. The thickness and attitude of the mineralized material could potentially be amenable to high volume mechanized mining methods and low cost production.

 
7

 
July 2012 Technical Report

On July 5, 2012, SRK Consulting (Canada), Inc. delivered a technical report (the “Report”) on the silver and zinc mineralization in the “Shallow Silver Zone” of the Sierra Mojada Property in accordance with Canadian Securities Administrators’ National Instrument 43-101 — Standards of Disclosure for Mineral Projects (“NI 43-101”).  The resource was estimated from 1,118 diamond drill holes, 24 reverse circulation drill holes, 8,632 channel samples and 2,346 long holes. In total, these contain 160,120 assay records, of which 144,029 records contain silver and zinc assays values. At an economic cutoff grade of 15 grams/tonne of silver for mineralized material, the Report indicates mineralized material of 48.863 million tonnes at an average silver grade of 45.9 grams/tonne silver and an average zinc percentage of 0.93%. Mineralized material estimates do not include any amounts categorized as inferred resources.

“Mineralized material” as used in this Annual Report on Form 10-K, although permissible under the Securities and Exchange Commission’s (“SEC’s”) Industry Guide 7, does not indicate “reserves” by SEC standards.  We cannot be certain that any part of the Sierra Mojada Project will ever be confirmed or converted into SEC Industry Guide 7 compliant “reserves.”  Investors are cautioned not to assume that all or any part of the mineralized material will ever be confirmed or converted into reserves or that mineralized material can be economically or legally extracted.

Sampling, Analysis, Quality Control and Security

Our activities conform to mining industry standard practices and very closely follow the Best Practices Guidelines of the Canadian Institute of Mining, Metallurgy, and Petroleum (CIM).  Sampling is directed and supervised by trained and experienced geologists.  Drill core and other samples are processed and logged using industry standard methods. Standard samples, duplicates and blanks are periodically entered into the stream of samples submitted for assays, and campaigns of re-sampling and duplicate analyses and round-robin inter-laboratory validations are conducted periodically.  We use ALS Chemex - Vancouver (“ALS Chemex”) laboratory as our independent primary laboratory.  ALS Chemex is ISO 9001:2000 certified.  All analytical results that are used in resource models are exclusively from the independent primary laboratory.
 
Our consultants perform technical audits of our operations, including our formal QA/QC program, and recommend improvements as needed. A systematic program of duplicate sampling and assaying of representative samples from previous exploration activities was completed in 2010 under the direction and control of our consultants.  Results of this study acceptably confirm the values in the project database used for resource modeling.
  
We formerly operated a sample preparation and an analytical laboratory at the project that prepared samples for shipment,  performed QA/QC analyses to ensure against cross contamination of samples during preparation and removed most low-value samples from the flow to the primary laboratory.  For both cost and perception reasons, the internal laboratory has been shut down, and all drill samples are submitted directly to ALS Chemex for sample preparation and analyses.

Prior Exploration Activities

We have focused our exploration efforts on two primary locations: the Shallow Silver Zone and the Zinc Zone.  As further described below, we have conducted various exploration activities at the Sierra Mojada Project, however, to date, we have not established any reserves, and the project remains in the exploration state and may never enter the development stage.
 
Prior to 2008, exploration efforts largely focused on the Zinc Zone with surface and underground drilling. In 2008 Pincock, Allen, & Holt (“PAH”) published a resource report on the Zinc Zone, but no further significant work has been completed on this area until recently.
  
In fiscal year 2009, we scaled back our exploration activities and administrative costs to conserve capital while we tried to secure additional sources of capital.  
 
After closing the transaction with Dome in April 2010, we focused our exploration activities at Sierra Mojada on the Shallow Silver Zone which lies largely at surface. By the end of calendar 2011, approximately 80,000 meters of diamond drilling had been completed.
  
The silver contained within the Shallow Silver Zone is seen primarily as silver halide minerals. The zinc contained within the Zinc Zone is contained mostly in the mineral hemimorphite and, to a lesser amount, in the mineral smithsonite. These silver and zinc minerals will probably require a different processing plant to recover the contained metals. Intensive geological, mineralogical, metallurgical, and geochemical studies are currently underway to better understand the characteristics of the silver mineralization.

 
8

 
2012 Exploration Activities

Approximately 19,400 meters of drilling from the surface, targeting the Shallow Silver Zone, and 4,100 meters of underground drilling, targeting the Parrena adit, were completed from January 2012 to May 2012. From June 2012 to October 2012 we drilled from underground, 3,500 meters targeting the silver mineralization and 1,000 meters targeting the zinc mineralization. From November 1, 2012 to December 31, 2012, we drilled 2,000 meters targeting the zinc mineralization.

The drilling work completed between June and December 2012 was completed using 2 underground “Termite” rigs “twinning” a series of historical drill holes at the eastern end of the known mineralization of the Sierra Mojada Property. The twinned holes were up to 50 meters long and were drilled using BQ sized diamond core. Twinned holes are drilled “beside” existing historical drill holes in order to confirm the grade and tenor of the historical data and increase confidence in the historical data set. 6,500 meters, or approximately 17% of a 38,000 meter historical data set, was twinned. The twinning program targeted two main areas of historical drilling, a 1.5 kilometer zone of silver mineralization at the eastern end of the Shallow Silver Zone and a 1 kilometer zone of zinc mineralization in the Zinc Zone.

In addition to confirming the grade and tenor of the silver and zinc mineralization with the twinning program, much of the historical longhole data set ended in significant mineralization. Therefore the program also tried to extend the bounds of the known mineralization by drilling longer holes. Due to the limited range of the Termite drills, and despite extending some holes by as much as 25 meters, a number of holes from the twinning program still ended in mineralization. The twinning program was completed in December 2012.

2013 Exploration Program

As discussed in the “Material Changes in Financial Condition, Liquidity and Capital Resources” section below we have approved a calendar year 2013 exploration budget of $3.7 million for the Sierra Mojada Property. The focus of the 2013 calendar year exploration program is the completion of an updated NI 43-101 compliant resource estimate, continued metallurgical work as described below and the completion of a preliminary economic assessment based on the updated resource estimate.

Metallurgical Studies

Our Vice President of Metallurgy, George Rawsthorne in conjunction with outside metallurgical consultants, is leading our  metallurgical program. The goal of this program is to test the silver mineralization for heap and agitation cyanide leach methods. We will also investigate how any low grade zinc (<1%) which reports with the silver mineralization, can be recovered. We will also review all of the previous metallurgical work completed on the Zinc Zone.
 
During November 2012, we received preliminary results for metallurgical testing on samples taken from a portion of the Shallow Silver Zone and the Zinc Zone. On the Shallow Silver Zone, metallurgical work focused on cyanide leach recovery of the silver using “Bottle Roll” tests to simulate an agitation leach system. On the Zinc Zone, metallurgical work focused on roasting the ore in a rotary kiln to fume off the zinc and collect it as a zinc oxide concentrate. Preliminary results from these initial tests were promising, and further metallurgical tests are continuing on samples taken from other areas of the Shallow Silver Zone and Zinc Zone.
 
Continued Improvement of the Sierra Mojada Infrastructure

The Sierra Mojada Project office and camp facilities received an upgrade in 2012 to improve on the serviceability and utility of the facilities and the safety surrounding activity on the grounds of the facility.

Exploration of Land Position

During 2011, we conducted an extensive exploration program on three prospects: “San Francisco,” “Palomas Negros,” and “Dormidos,” which lie outside the immediate mineralized zone at Sierra Mojada. Initial mapping and prospecting over these areas looked promising. Only San Francisco was drilled in 2011, and although intercepting silver and zinc mineralization up to 15 meters in width it was not deemed to be a priority target for 2012. Follow up work is planned on the other two prospects in 2013.
 
 
9

 
Gabon, Africa Licenses and Interests

We, through our wholly-owned subsidiary Dome, own two exploration licenses (Ndjole and Mitzic), each covering approximately 2,000 square kilometers in Gabon, Africa.  These concessions are without known reserves and the project is exploratory in nature.  The Ndjole license and the Mitzic license are approximately 150 km east of Libreville, the capital of Gabon.
 
The map below shows the location of the Gabon Projects:


In November 2006, Dome was granted the Mitzic prospection permit covering 12,800 square kilometers in Gabon.  In July of 2008, Dome converted three areas of the Mitzic prospection permit into three “exploration” licenses, namely the Mitzic exploration license, the Mevang exploration license (which we chose not to pursue) and the Ndjole exploration license, each covering an area of 2,000 square kilometers.
  
The “Mitzic” and “Ndjole” exploration licenses take in areas of Archaean basement rocks and Palaeo-Proterozic cover sequences that are highly prospective for gold, manganese and iron. An extensive stream sampling campaign conducted by the French geological survey in the 1970’s and 1980’s identified numerous stream anomalies within these areas that had never been explored with modern exploration methods due to the dense cover of equatorial rainforest, the low population of the country, and the government’s previous focus on petroleum and forestry. The Mitzic exploration license takes in a series of Archaean rocks that include greenstone belts and banded iron formations and is highly prospective for iron ore. The Ndjole exploration license takes in Palaeo-Proterozoic rocks that form part of the Central West African Orogenic Belt, and are strongly deformed and metamorphosed to greenschist facies, making them highly prospective for large “orogenic”-type gold deposits. The Ndjole license also takes in structural disruptions associated with a second continental-scale structure, the “Ikoye-Ikobe Fault.”  This area is characterized by extensive artisinal gold workings of which the gold is thought to come from a local primary source.

The Ndjole license and previously-held Mevang license were being explored under a joint venture agreement with AngloGold Ashanti (“AngloGold”). AngloGold terminated this joint venture effective August 16, 2012 after incurring exploration expenditures of $5.9 million. As a result of this termination a 100% interest in the Ndjole license has reverted back to Silver Bull.

 
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Prior to the joint venture agreements being terminated, the majority of our work in Gabon was previously conducted by AngloGold. We continue to believe that the Ndjole license has gold and manganese potential and the Mitzic license has iron ore potential. We are currently looking for a joint venture partner on the Ndjole and Mitzic licenses. 

To date, three main coherent gold anomalies above 50 parts per billion (“ppb”) and over 5km in length and up to 1.5km wide and several smaller anomalous zones up to 2km in length and up to 1km wide have been identified. Background gold values in the region are less than 5 ppb and results above 20 ppb are considered anomalous. Over 25% of the results received to date are above 30 ppb with peak values in excess of 5,000 ppb in the soils. The anomalies appear to have strong structural controls concentrating along mapped or inferred lithological contacts, structural breaks, and fold hinges. There is also a strong spatial relationship of the gold anomalies to a thick graphitic lithological unit in the area that is thought to represent an ideal lithological trap for mineralizing fluids. Initial prospecting in these anomalous zones has identified a number of gold bearing quartz veins, many of which run between 2 g/t to 5 g/t gold.

Exploratory drilling has focused on these gold anomalies. East-west trending drill fences have been positioned to test roughly north-south trending lithological contacts which are considered as the most favorable sites for gold deposition.  A total of 5,300 meters has been drilled with gold intercepts between 1 meter to 13 meters in thickness encountered. The best intercept averaged 7.24 g/t gold over 9 meters. Most intercepts were in the 1 meter to 3 meters range at 1 to 4 g/t gold. In addition the drilling identified manganese with the best manganese intercept averaging 22% manganese over 34.5 meters from surface.

Gabon Facility

Our facilities in Gabon include three rented offices which double as living accommodations for staff. Two of the offices are located in the capital city of Libreville, and one field office is located in the village of Ndjole. The Libreville offices include an office-house used by our staff to coordinate exploration activities involving the Mitzic license, and an office-house used by our staff to coordinate and manage exploration activities for the Ndjole license. The Ndjole field office is four hours by sealed road due east from Libreville and is the main staging point for exploration activities for work on the Ndjole license. Field-based activities here are run out of tented field camps. Electricity for all offices is supplied from the local grid and from light diesel generators for field camps.

Executive Officers of Silver Bull Resources

We have three executive officers: (1) a Chairman, (2) a President and Chief Executive Officer and (3) a Chief Financial Officer.  Set forth below is information regarding our executive officers.
           
Name and Residence
 
Age
 
Position
Brian Edgar
Vancouver, BC
   
62
 
Chairman
 
Tim Barry
Vancouver, BC
   
 
37
 
 
President, Chief Executive Officer and Director
 
Sean Fallis
Vancouver, BC
   
 
33
 
 
Chief Financial Officer
 
Brian Edgar.  Mr. Edgar was appointed Chairman of the Board of Directors in April 2010. Mr. Edgar has broad experience working in junior and mid-size natural resource companies. He previously served as Dome's President and Chief Executive Officer from February 2005 until it was acquired by Silver Bull in April 2010. Further, Mr. Edgar served on Dome's Board of Directors from 1998 to 2010. Mr. Edgar currently serves as a director of BlackPearl Resources Inc., Denison Mines Corp., Lucara Diamond Corp., Lundin Mining Corporation, and ShaMaran Petroleum Corp. Mr. Edgar practiced corporate/securities law in Vancouver, British Columbia, Canada for sixteen years.


 
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Tim Barry.  Mr. Barry has served as a director, President and Chief Executive Officer of Silver Bull since March 2011.  From August 2010 to March 2011, he served as our Vice President - Exploration.  Between 2006 and August 2010, Mr. Barry spent 5 years working as Chief Geologist in West and Central Africa for Dome.  During this time, he managed all aspects of Dome’s exploration programs, as well as oversaw corporate compliance for Dome’s various subsidiaries.  Mr. Barry also served on Dome’s board of directors.  In 2005, he worked as a project geologist in Mongolia for Entree Gold, a company that has a significant stake in the Oyu Tolgoi mine in Mongolia.  Between 1998 and 2005, Mr. Barry worked as an exploration geologist for Ross River Minerals on its El Pulpo copper/gold project in Sinaloa, Mexico, for Canabrava Diamonds on its exploration programs in the James Bay lowlands in Ontario, Canada, and for Homestake on its Plutonic Gold Mine in Western Australia.  He has also worked as a mapping geologist for the Geological Survey of Canada in the Coast Mountains, and as a research assistant at the University of British Columbia, where he examined the potential of CO2 sequestration in Canada using ultramafic rocks.  Mr. Barry received a bachelor of science from the University of Otago in Dundein, New Zealand and is a registered geologist (MAusIMM).  He also serves on the board of directors of Acme Resources, a junior exploration company listed on the Toronto Stock Exchange.    

Sean Fallis. Mr. Fallis was appointed Chief Financial Officer in April 2011.  From February 2011 to April 2011, he served as our Vice President - Finance.  From July 2008 to February 2011, Mr. Fallis served as the Corporate Controller for Rusoro Mining Ltd.  Prior to working at Rusoro Mining Ltd, he worked at PricewaterhouseCoopers as an Audit Senior Associate from January 2007 to June 2008, where he worked with both Canadian and U.S. publicly-listed companies in the audit and assurance practice.  At PricewaterhouseCoopers, Mr. Fallis focused on clients in the mining industry.  Further, he worked at SmytheRatcliffe Chartered Accountants as a staff accountant from September 2004 to December 2006.  Mr. Fallis received a bachelor of science from Simon Fraser University in 2002 and is a Chartered Accountant.
 
Competition and Mineral Prices

Mineral Prices
 
Silver and zinc are commodities, and their prices are volatile. From January 1, 2012 to December 31, 2012 the price of silver ranged from a low of $26.67 per troy ounce to a high of $37.23 per troy ounce, and from January 1, 2012 to November 30, 2012 the price of zinc ranged from a low of $1,816 per tonne to a high of $2,058 per tonne. Silver and zinc prices are affected by many factors beyond our control, including prevailing interest rates and returns on other asset classes, expectations regarding inflation, speculation, currency values, governmental decisions regarding the disposal of precious metals stockpiles, global and regional demand and production, political and economic conditions and other factors. The competitive nature of the business and the risks with which we are therefore faced are discussed further in the item entitled “Risk Factors,” below.

The following tables set forth, for the periods indicated on the London Metal Exchange, high and low silver and zinc prices in U.S. dollars per troy ounce and per tonne, respectively. On October 31, 2012, the closing price of silver was $32.28 per troy ounce. On October 31, 2012, the closing price of zinc was $1,904 per tonne.
 
   
Silver
(per troy ounce)
Year
 
High
Low
2005
  $9.23     $6.39  
2006
  $14.94     $8.83  
2007
  $15.82     $11.67  
2008
  $20.92     $8.88  
2009
  $19.18     $10.51  
2010
  $30.70     $15.14  
2011
  $48.70     $26.16  
2012
  $37.23     $26.67  
 
 
 
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Zinc
(per tonne)
Year
 
High
Low
2005
  $1,819     $1,196  
2006
  $4,381     $2,091  
2007
  $3,848     $2,379  
2008
  $2,511     $1,113  
2009
  $2,374     $1,118  
2010
  $2,414     $1,746  
2011
  $2,473     $1,871  
2012*
  $2,058     $1,816  
 
* Through November 30, 2012.
 
Competition

Our industry is highly competitive. We compete with other mining and exploration companies in connection with the acquisition and exploration of mineral properties. There is competition for a limited number of mineral property acquisition opportunities, some of which is with other companies having substantially greater financial resources, staff and facilities than we do. As a result, we may have difficulty acquiring attractive exploration properties, staking claims related to our properties and exploring properties. Our competitive position depends upon our ability to successfully and economically acquire and explore new and existing mineral properties.

Government Regulation
 
Mineral exploration activities are subject to various national, state/provincial, and local laws and regulations, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters.  Similarly, if any of our properties are developed and/or mined, those activities are also subject to significant governmental regulation and oversight. We will obtain the licenses, permits or other authorizations currently required to conduct our exploration program. We believe that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and the regulations applicable to the mineral interests we now hold in Mexico and Gabon.
 
Environment Regulations
 
Our activities are subject to various national and local laws and regulations governing protection of the environment. These laws are continually changing and, in general, are becoming more restrictive. We intend to conduct business in a way that safeguards public health and the environment. We will conduct our operational compliance with applicable laws and regulations.
 
Changes to current state or federal laws and regulations in Mexico and Gabon could, in the future, require additional capital expenditures and increased operating and/or reclamation costs. Although we are unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could impact the economics of our projects.
 
During fiscal year 2012, we had no material environmental incidents or non-compliance with any applicable environmental regulations.

Employees

We have five employees, of which, all are full time. Contratistas de Sierra Mojada S.A. de C.V, our wholly-owned operating subsidiary in Mexico currently has 20 employees who are all full time.  Minera Metalin S.A. de C.V., our mineral holding company in Mexico, does not have any employees.  Dome Gabon SARL, our wholly-owned subsidiary in Gabon, has 3 employees who are all full time. African Resources SARL Gabon does not have any employees.

Corporate Offices

Our corporate offices are located at 925 West Georgia Street, Suite 1908, Vancouver, British Columbia, Canada V6C 3L2. Our telephone number is (604) 687-5800, and our fax number is (604) 563-6004.


 
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Available Information

We maintain an internet website at http://www.silverbullresources.com. The information on our website is not incorporated by reference in this Annual Report on Form 10-K. We make available on or through our website certain reports and amendments to those reports that we file with or furnish to the SEC in accordance with the Exchange Act. Alternatively, you may read and copy any information we file with the SEC at its public reference room at 100 “F” Street NE, Washington, D.C. 20549. You may obtain information about the operation of the public reference room by calling 1-800-SEC-0330. You may also obtain this information from the SEC’s website, http://www.sec.gov.

Item 1A.  RISK FACTORS

A purchase of our securities involves a high degree of risk. Our business, operating or financial condition could be harmed due to any of the following risks. Accordingly, investors should carefully consider these risks in making a decision as to whether to purchase, sell or hold our securities. In addition, investors should note that the risks described below are not the only risks facing us. Additional risks not presently known to us, or risks that do not seem significant today, may also impair our business operations in the future. You should carefully consider the risks described below, as well as the other information contained in this Annual Report on Form 10-K and the documents incorporated by reference herein, before making a decision to invest in our securities.

RISKS RELATED TO OUR BUSINESS:

We may have difficulty meeting our current and future capital requirements.

Our management and our board of directors monitor our overall costs and expenses and, if necessary, adjust our programs and planned expenditures in an attempt to ensure we have sufficient operating capital. We continue to evaluate our costs and planned expenditures for our on-going exploration efforts at our Sierra Mojada Project. We raised in excess of $3 million during our 2010 fiscal year, increased our cash and cash equivalent assets by approximately $14.58 million through the merger transaction with Dome Ventures Corporation (“Dome”) that occurred in April 2010 and raised approximately $5 million in a private placement in fiscal 2011. In addition, we raised approximately $10.5 million from an offering of our common stock to certain investors that occurred in December 2011. However, as of October 31, 2012, we had working capital of $2.9 million and cash and cash equivalents of $3.2 million, and the continued exploration and possible development of the Sierra Mojada Project will require significant amounts of additional capital. If we are unable to fund future operations by way of financing, including public or private offerings of equity or debt securities, we will need to significantly reduce operations, which will result in an adverse impact on our business, financial conditions and exploration activities. See Note 1 to our Consolidated Financial Statements included in this Annual Report on Form 10-K.

We are an exploration stage mining company with no history of operations.

We are an exploration stage enterprise engaged in mineral exploration in Mexico and Gabon, Africa. We have a very limited operating history and are subject to all the risks inherent in a new business enterprise. As an exploration stage company, we may never enter the development and production stages. To date we have had no revenues and have relied upon equity financing to fund our operations. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with an exploration stage business, and the competitive and regulatory environment in which we operate and will operate, such as under-capitalization, personnel limitations, and limited financing sources.

We have no commercially mineable ore body.

No commercially mineable ore body has been delineated on our Sierra Mojada Project or on our exploration licenses in Gabon, Africa, nor have our properties been shown to contain proven or probable mineral reserves. SRK Consulting (Canada), Inc. recently completed a technical report on the silver and zinc mineralization in the “Shallow Silver Zone” of the Sierra Mojada Project. We cannot assure you that any mineral deposits we identify on the Sierra Mojada Project, in Gabon or on another property will qualify as an ore body that can be legally and economically exploited or that any particular level of recovery of silver or other minerals from discovered mineralization will in fact be realized. Most exploration projects do not result in the discovery of commercially mineable ore deposits. Even if the presence of reserves is established at a project, the legal and economic viability of the project may not justify exploitation.


 
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Mineral resource estimates may not be reliable.

There are numerous uncertainties inherent in estimating quantities of mineralized material such as silver, zinc, lead, and gold, including many factors beyond our control, and no assurance can be given that the recovery of mineralized material will be realized. In general, estimates of mineralized material are based upon a number of factors and assumptions made as of the date on which the estimates were determined, including:

·  
geological and engineering estimates that have inherent uncertainties and the assumed effects of regulation by governmental agencies;

·  
the judgment of the engineers preparing the estimate;

·  
estimates of future metals prices and operating costs;

·  
the quality and quantity of available data;

·  
the interpretation of that data; and

·  
the accuracy of various mandated economic assumptions, all of which may vary considerably from actual results.

All estimates are, to some degree, uncertain. For these reasons, estimates of the recoverable mineral resources prepared by different engineers or by the same engineers at different times, may vary substantially. As such, there is significant uncertainty in any mineralized material estimate and actual deposits encountered and the economic viability of a deposit may differ materially from our estimates.
 
Our business plan is highly speculative, and its success largely depends on the successful exploration of our Sierra Mojada concessions.

Although we hold exploration licenses in Gabon, our business plan is focused on exploring the Sierra Mojada concessions to identify reserves, and if appropriate, to ultimately develop this property. Further, although we have recently reported mineralized material on our Sierra Mojada Project, we have not established any reserves and remain in the exploration stage. We may never enter the development or production stage. Exploration of mineralization and determination of  whether the mineralization might be extracted profitably is highly speculative, and it may take a number of years until production is possible, during which time the economic viability of the project may change. Substantial expenditures are required to establish reserves, extract metals from ore and to construct mining and processing facilities.

The Sierra Mojada Project is subject to all of the risks inherent in mineral exploration and development. The economic feasibility of any mineral exploration and/or development project is based upon, among other things, estimates of the size and grade of mineral reserves, proximity to infrastructures and other resources (such as water and power), anticipated production rates, capital and operating costs, and metals prices. To advance from an exploration project to a development project, we will need to overcome various hurdles, including the completion of favorable feasibility studies, issuance of necessary permits, and the ability to raise further capital to fund activities. There can be no assurance that we will be successful in overcoming these risks. Because of our focus on the Sierra Mojada Project, the success of our operations and our profitability may be disproportionately exposed to the impact of adverse conditions unique to the Torreon, Mexico region, as the Sierra Mojada Project is located 250 kilometers north of this area.

Due to our history of operating losses, we are uncertain that we will be able to maintain sufficient cash to accomplish our business objectives.

During the years ended October 31, 2012 and October 31, 2011, we suffered net losses of $13,360,411 and $12,237,360, respectively. At October 31, 2012, we had stockholders’ equity of $30,699,624 and working capital of $2,924,766. Significant amounts of capital will be required to continue to explore and potentially develop the Sierra Mojada concessions. We are not engaged in any revenue producing activities, and we do not expect to be in the near future. Currently, our sources of funding consist of the sale of additional equity securities, entering into joint venture agreements or selling a portion of our interests in our assets. There is no assurance that any additional capital that we will require will be obtainable on terms acceptable to us, if at all. Failure to obtain such additional financing could result in delays or indefinite postponement of further exploration of our projects. Additional financing, if available, will likely result in substantial dilution to existing stockholders.

 
15

 
Our exploration activities require significant amounts of capital that may not be recovered.

Mineral exploration activities are subject to many risks, including the risk that no commercially productive or extractable resources will be encountered. There can be no assurance that our activities will ultimately lead to an economically feasible project or that we will recover all or any portion of our investment. Mineral exploration often involves unprofitable efforts, including drilling operations that ultimately do not further our exploration efforts. The cost of minerals exploration is often uncertain and cost overruns are common. Our drilling and exploration operations may be curtailed, delayed or canceled as a result of numerous factors, many of which are beyond our control, including title problems, weather conditions, compliance with governmental requirements, including permitting issues, and shortages or delays in the delivery of equipment and services.

Our financial condition could be adversely affected by changes in currency exchange rates, especially between the U.S. dollar and the Mexican peso given our focus on the Sierra, Mojada Project.

Our financial condition is affected in part by currency exchange rates, as portions of our exploration costs in Mexico and Gabon are denominated in the local currency. A weakening U.S. dollar relative to the Mexican peso will have the effect of increasing exploration costs while a strengthening U.S. dollar will have the effect of reducing exploration costs. The Gabon local currency is tied to the Euro. Some of our exploration activities in Mexico are tied to the peso. The exchange rates between the Euro and the U.S. dollar and between the peso and U.S. dollar have fluctuated widely in response to international political conditions, general economic conditions and other factors beyond our control. We seek to mitigate exposure to foreign currency fluctuations by holding a majority of our cash balances in U.S. dollars.

THE BUSINESS OF MINERAL EXPLORATION IS SUBJECT TO MANY RISKS:

There are inherent risks in the mineral exploration industry

We are subject to all of the risks inherent in the minerals exploration industry including, without limitation, the following:

·  
we are subject to competition from a large number of companies, many of which are significantly larger than we are, in the acquisition, exploration, and development of mining properties;

·  
we might not be able raise enough money to pay the fees and taxes and perform the labor necessary to maintain our concessions in good force;

·  
exploration for minerals is highly speculative and involves substantial risks and is frequently un-productive, even when conducted on properties known to contain significant quantities of mineralization, and our exploration projects may not result in the discovery of commercially mineable deposits of ore;

·  
the probability of an individual prospect ever having reserves that meet the requirements for reporting under SEC Industry Guide 7 is remote and any funds spent on exploration may be lost;

·  
our operations are subject to a variety of existing laws and regulations relating to exploration and development, permitting procedures, safety precautions, property reclamation, employee health and safety, air quality standards, pollution and other environmental protection controls and we may not be able to comply with these regulations and controls; and

·  
a large number of factors beyond our control, including fluctuations in metal prices, inflation, and other economic conditions, will affect the economic feasibility of mining.

Metals prices are subject to extreme fluctuation.

Our activities are influenced by the prices of commodities, including silver, zinc, lead, gold, manganese and other metals. These prices fluctuate widely and are affected by numerous factors beyond our control, including interest rates, expectations for inflation, speculation, currency values (in particular the strength of the U.S. dollar), global and regional demand, political and economic conditions and production costs in major metal producing regions of the world.


 
16

 
Our ability to establish reserves through our exploration activities, our future profitability and our long-term viability, depend, in large part, on the market prices of silver, zinc, lead, gold, manganese and other metals. The market prices for these metals are volatile and are affected by numerous factors beyond our control, including:

·  
global or regional consumption patterns;

·  
supply of, and demand for, silver, zinc, lead, gold, manganese and other metals;

·  
speculative activities and producer hedging activities;

·  
expectations for inflation;

·  
political and economic conditions; and

·  
supply of, and demand for, consumables required for production.

Future weakness in the global economy could increase volatility in metals prices or depress metals prices, which could in turn reduce the value of our properties, make it more difficult to raise additional capital, and make it uneconomical for us to continue our exploration activities.

There are inherent risks with foreign operations.

Our business activities are primarily conducted in Mexico, and we also hold interests in Gabon, and as such, our activities are exposed to various levels of foreign political, economic and other risks and uncertainties. These risks and uncertainties include, but are not limited to, terrorism, hostage taking, military repression, extreme fluctuations in currency exchange rates, high rates of inflation, labor unrest, the risks of war or civil unrest, expropriation and nationalization, renegotiation or nullification of existing concessions, licenses, permits, approvals and contracts, illegal mining, changes in taxation policies, restrictions on foreign exchange and repatriation, changing political conditions, currency controls and governmental regulations that favor or require the rewarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.

Changes, if any, in mining or investment policies or shifts in political attitude in Mexico and/or Gabon may adversely affect our exploration and possible future development activities. We may also be affected in varying degrees by government regulations with respect to, but not limited to, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure, could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests.

The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on our operations. In addition, legislation in the U.S., Canada, Mexico and/or Gabon regulating foreign trade, investment and taxation could have a material adverse effect on our financial condition.

Our Sierra Mojada Project is located in Mexico and is subject to various levels of political, economic, legal and other risks.

The Sierra Mojada Project, our primary focus, is in Mexico. In the past, Mexico has been subject to political instability, changes and uncertainties, which have resulted in changes to existing governmental regulations affecting mineral exploration and mining activities. Mexico’s status as a developing country may make it more difficult for us to obtain any required financing for the Sierra Mojada Project or other projects in Mexico in the future. Our Sierra Mojada Project is also subject to a variety of governmental regulations governing health and worker safety, employment standards, waste disposal, protection of historic and archaeological sites, mine development, protection of endangered and protected species and other matters. Mexican regulators have broad authority to shut down and/or levy fines against facilities that do not comply with regulations or standards.

Our exploration activities in Mexico may be adversely affected in varying degrees by changing government regulations relating to the mining industry or shifts in political conditions that increase the costs related to the Sierra Mojada Project. Changes, if any, in mining or investment policies or shifts in political attitude may adversely affect our financial condition. Expansion of our activities will be subject to the need to obtain sufficient access to adequate supplies of water, assure the availability of sufficient power, as well as sufficient surface rights which could be affected by government policy and competing operations in the area.

 
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The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on our financial condition. Future changes in applicable laws and regulations or changes in their enforcement or regulatory interpretation could negatively impact current or planned exploration activities with the Sierra Mojada Project or in respect to any other projects in which we become involved in Mexico. Any failure to comply with applicable laws and regulations, even if inadvertent, could result in the interruption of exploration operations or material fines, penalties or other liabilities.

Title to our properties may be challenged or defective.

Our future operations, including our activities at the Sierra Mojada Project and other exploration activities, will require additional permits from various governmental authorities. Our operations are and will continue to be governed by laws and regulations governing prospecting, mineral exploration, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety, mining royalties and other matters. There can be no assurance that we will be able to acquire all required licenses, permits or property rights on reasonable terms or in a timely manner, or at all, and that such terms will not be adversely changed, that required extensions will be granted, or that the issuance of such licenses, permits or property rights will not be challenged by third parties.

We attempt to confirm the validity of our rights of title to, or contract rights with respect to, each mineral property in which we have a material interest. However, we cannot guarantee that title to our properties will not be challenged. The Sierra Mojada Property may be subject to prior unregistered agreements, interests or native land claims, and title may be affected by undetected defects. There may be valid challenges to the title of any of the claims comprising the Sierra Mojada Property that, if successful, could impair possible development and/or operations with respect to such properties in the future. Challenges to permits or property rights, whether successful or unsuccessful; changes to the terms of permits or property rights; or a failure to comply with the terms of any permits or property rights that have been obtained, could have a material adverse effect on our business by delaying or preventing or making continued operations economically unfeasible.

A title defect could result in Silver Bull losing all or a portion of its right, title, and interest to and in the properties to which the title defect relates. Title insurance generally is not available, and our ability to ensure that we have obtained secure title to individual mineral properties or mining concessions may be severely constrained. In addition, we may be unable to operate our properties as permitted or to enforce our rights with respect to our properties. We annually monitor the official land records in Mexico City to determine if there are annotations indicating the existence of a legal challenge against the validity of any of our concessions. As of December 2012, there were no such annotations, nor are we aware of any challenges from the government or from third parties.

In addition, in connection with the purchase of certain mining concessions, the prior management of Silver Bull agreed to pay a net royalty interest on revenue from future mineral sales on certain concessions at the Sierra Mojada Project, including concessions on which a significant portion of our mineralized material is located. The aggregate amount payable under this royalty is capped at $6.875 million, an amount that will only be reached if there is significant future production from the concessions.  In addition, records from prior management indicate that additional royalty interests may have been created, although the continued applicability and scope of these interests are uncertain. The existence of these royalty interests may have a material effect on the economic feasibility of potential future development of the Sierra Mojada Project.

We are subject to complex environmental and other regulatory risks, which could expose us to significant liability and delay and, potentially, the suspension or termination of our exploration efforts.

Our mineral exploration activities are subject to federal, state and local environmental regulation in the jurisdictions where our mineral properties are located. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. No assurance can be given that environmental standards imposed by these governments will not be changed, thereby possibly materially adversely affecting our proposed activities. Compliance with these environmental requirements may also necessitate significant capital outlays or may materially affect our earning power.

Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors and employees. As a result of recent changes in environmental laws in Mexico, for example, more legal actions supported or sponsored by non-governmental groups interested in halting projects may be filed against companies operating in all industrial sectors, including the mining sector. Mexican projects are also subject to the environmental agreements entered into by Mexico, the United States and Canada in connection with the North American Free Trade Agreement.

 
18

 
Future changes in environmental regulation in the jurisdictions where our projects are located may adversely affect our exploration activities, make them prohibitively expensive, or prohibit them altogether. Environmental hazards may exist on the properties in which we currently hold interests, such as the Sierra Mojada Project, or may hold interests in the future, which are unknown to us at present and that have been caused by us or previous owners or operators, or that may have occurred naturally. We may be liable for remediating any damage that we may have caused. The liability could include costs for removing or remediating the release and damage to natural resources, including ground water, as well as the payment of fines and penalties.

We may face a shortage of water.

Water is essential in all phases of the exploration and development of mineral properties. It is used in such processes as exploration, drilling, leaching, placer mining, dredging, testing, and hydraulic mining. Both the lack of available water and the cost of acquisition may make an otherwise viable project economically impossible to complete. Although the work completed on the Sierra Mojada Project thus far indicates that an adequate supply of water can probably be developed in the area for a future mining operation, we will need to obtain sufficient access to available water if the project eventually warrants development into a mining operation.

We may face a shortage of supplies and materials.

The mineral industry has experienced from time to time shortages of certain supplies and materials necessary in the exploration for and evaluation of mineral deposits. The prices at which such supplies and materials are available have also greatly increased. Our planned operations could be subject to delays due to such shortages and further price escalations could increase our costs for such supplies and materials. Our experience and that of others in the industry is that suppliers are often unable to meet contractual obligations for supplies, equipment, materials, and services, and that alternate sources of supply do not exist.

Competition for outside engineers and consultants is fierce.

We are heavily dependent upon outside engineers and other professionals to complete work on our exploration projects. The mining industry has experienced significant growth over the last several years and as a result, many engineering and consulting firms have experienced a shortage of qualified engineering personnel. We closely monitor our outside consultants through regular meetings and review of resource allocations and project milestones. However, the lack of qualified personnel combined with increased mining projects could result in delays in completing work on our exploration projects or result in higher costs to keep personnel focused on our project.

Our non-operating properties are subject to various hazards.

We are subject to risks and hazards, including environmental hazards, the encountering of unusual or unexpected geological formations, cave-ins, flooding, earthquakes and periodic interruptions due to inclement or hazardous weather conditions. These occurrences could result in damage to, or destruction of, mineral properties or future production facilities, personal injury or death, environmental damage, delays in our exploration activities, asset write-downs, monetary losses and possible legal liability. We may not be insured against all losses or liabilities, either because such insurance is unavailable or because we have elected not to purchase such insurance due to high premium costs or other reasons. Although we maintain insurance in an amount that we consider to be adequate, liabilities might exceed policy limits, in which event we could incur significant costs that could adversely affect our activities.  The realization of any significant liabilities in connection with our activities as described above could negatively affect our activities and the price of our common stock.

We need and rely upon key personnel.

Presently, we employ a limited number of full-time employees, utilize outside consultants, and in large part rely on the personal efforts of our officers and directors. Our success will depend, in part, upon the ability to attract and retain qualified employees. We believe that we will be able to attract competent employees and consultants, but no assurance can be given that we will be successful in this regard. If we are unable to engage and retain the necessary personnel, our business would be materially and adversely affected. Competition for these professionals is extremely intense.


 
19

 

RISKS RELATING TO OUR COMMON STOCK:

Further equity financings may lead to the dilution of our common stock.

In order to finance future operations, we may raise funds through the issuance of common stock or the issuance of debt instruments or other securities convertible into common stock. We cannot predict the size of future issuances of common stock or the size and terms of future issuances of debt instruments or other securities convertible into common stock or the effect, if any, that future issuances and sales of our securities will have on the market price of our common stock. Any transaction involving the issuance of previously authorized but unissued shares, or securities convertible into common stock, would result in dilution, possibly substantial, to present and prospective security holders.

No dividends are anticipated.

At the present time, we do not anticipate paying dividends, cash or otherwise, on our common stock in the foreseeable future. Future dividends will depend on our earnings, if any, our financial requirements and other factors. There can be no assurance that we will pay dividends.

Our stock price can be extremely volatile.

Our common stock is listed on the TSX and NYSE MKT. The trading price of our common stock has been, and could continue to be, subject to wide fluctuations in response to announcements of our business developments, results and progress of our exploration activities at the Sierra Mojada Project and in Gabon, progress reports on our exploration activities, and other events or factors. In addition, stock markets have experienced extreme price volatility generally in recent years. This volatility has had a substantial effect on the market prices of companies, at times for reasons unrelated to their operating performance. These fluctuations could be in response to:

·  
volatility in metal prices;

·  
political developments in the foreign countries in which our properties, or properties for which we perform services, are located; and

·  
news reports relating to trends in our industry or general economic conditions.

These broad market and industry fluctuations may adversely affect the price of our stock, regardless of our operating performance.

We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain market prices at or near its offering price, or as to what effect the sale of shares or the availability of common stock for sale at any time will have on the prevailing market price.

Item 1B.  UNRESOLVED STAFF COMMENTS

None.

Item 3.  LEGAL PROCEEDINGS

We are not subject to any pending or, to our knowledge, threatened, legal proceedings.

Item 4.  MINE SAFETY DISCLOSURE

Not applicable.

 
 
 
20

 

PART II

Item 5.  MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
Market Information
 
Our common stock is traded on the NYSE MKT (formerly known as the NYSE Amex) under the symbol “SVBL.”   On August 26, 2010, our common stock began trading on the TSX under the symbol “SVB.”

The following table sets forth the high and low sales prices of our common stock for each quarter during the fiscal years ended October 31, 2012, October 31, 2011, as well as through December 31, 2012, as reported by the NYSE MKT and the TSX.

   
NYSE MKT
(SVBL)
   
Toronto
Stock Exchange
(SVB) (1)
 
   
High
   
Low
   
High
   
Low
 
   
($)
   
(Cdn$)
 
2013
                       
First Quarter (through December 31, 2012)
  $
0.50
    $
0.40
    $
0.51
    $
0.36
 
                         
2012
                       
First Quarter (January 31, 2012)
 
$
0.70
   
$
0.45
   
$
0.70
   
$
0.45
 
                                 
Second Quarter (April 30, 2012)
   
0.66
     
0.47
     
0.60
     
0.48
 
                                 
Third Quarter (July 31, 2012)
   
0.54
     
0.39
     
0.53
     
0.41
 
                                 
Fourth Quarter (October 31, 2012)
   
0.55
     
0.42
     
0.54
     
0.44
 
                                 
2011
                               
First Quarter
 
$
1.37
   
$
0.60
   
$
1.27
   
$
0.78
 
                                 
Second Quarter
   
1.45
     
0.88
     
1.33
     
0.88
 
                                 
Third Quarter
   
1.04
     
0.57
     
0.98
     
0.58
 
                                 
Fourth Quarter
   
0.77
     
0.45
     
0.75
     
0.50
 
                                 
(1)  Silver Bull began trading on the TSX on August 26, 2010.

The closing price of our Common Stock as reported on December 31, 2012 on the NYSE MKT, was $0.43 per share.


Holders

As of January 9, 2013, there were 186 holders of record of our common stock. This does not include persons who hold our common stock in brokerage accounts and otherwise in “street name.”

Dividends

We did not declare or pay cash or other dividends on our common stock during the last two calendar years. We have no plans to pay any dividends in the foreseeable future.

 
21

 

Securities Authorized for Issuance Under Equity Compensation Plans

As of October 31, 2012, we had two active formal equity compensation plans.

·
The 2006 Stock Option Plan (the “2006 Plan”) was adopted by the board of directors in May 2006, and approved by the stockholders in July 2006.  Five million shares of common stock are reserved for issuance under the 2006 Plan.  As of October 31, 2012, options to acquire 100,002 shares of common stock are outstanding pursuant to the 2006 Plan and   4,424,379 shares remain available for issuance under the plan.

· 
The 2010 Stock Option and Bonus Plan (the “2010 Plan”) was adopted by the board of directors in December 2009 and approved by the stockholders in April 2010.  Under the 2010 Plan, the lesser of (i) 30,000,000 shares or (ii) 10% of the total shares outstanding will be reserved to be issued upon the exercise of options or the grant of stock bonuses. As of October 31, 2012, there are 13,616,015 shares reserved for issuance under the 2010 Plan.  Options to acquire 7,430,000 shares of common stock are outstanding pursuant to the 2010 plan, and 5,515,657 shares remain available for issuance under the plan.
 
The following table gives information about our common stock that may be issued upon the exercise of options, warrants and rights under our compensation plans as of October 31, 2012.

Plan Category                         
 
Number of securities to be issued upon exercise of outstanding options, warrants
and rights
 
Weighted average exercise
price of outstanding
options, warrants and rights
 
Number of securities
remaining available for
future issuance 
             
Equity compensation plans approved by security holders
 
7,530,002(1)
 
$0.66
 
9,940,036(2)
             
Equity compensation plans not approved by security holders
 
      90,000(3)
 
$0.34
 
             
Total
 
7,620,002
 
$0.66
 
  9,940,036


(1)  
Includes: (i) options to acquire 100,002 shares of common stock under the 2006 Plan; and (ii) options to acquire 7,430,000 shares of common stock under the 2010 Plan.

(2)  
Includes: (i) 4,424,379 shares of common stock available for issuance under the 2006 Plan; and (ii) 5,515,657 shares of common stock available for issuance under the 2010 Plan.

(3)  
Includes warrants to purchase 90,000 shares as compensation for financial services to David Nahmias.

Recent Sales of Unregistered Securities and Purchases of Equity Securities by the Issuer

No sales of unregistered equity securities occurred during the period covered by this report and through January 9, 2013.

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.



 
22

 
Performance Graph

The following information in this Item 5 of this Annual Report on Form 10-K is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to the liabilities of Section 8 of the Exchange Act, and will not be deemed to be incorporated by reference into any filing under the Securities Act or the  Exchange Act, except to the extent we specifically incorporate it by reference into such a filing.

The following graph compares the cumulative return provided to stockholders of Silver Bull relative to the cumulative total returns of the NYSE MKT Composite Index (XAX) and the Philadelphia Gold and Silver Index (XAU).  An investment of $100 is assumed to have been made in our common stock and in each of the indexes on October 31, 2007 and its relative performance is tracked through October 31, 2012.  The indices are included for comparative purpose only.




 
Oct. 31,
2007
Oct. 31,
2008
Oct. 31,
2009
Oct. 31,
2010
Oct. 31,
2011
Oct.31,
2012
Silver Bull Resources, Inc. (SVBL)
$100.00
$13.19
$16.56
$19.33
$20.55
$15.03
NYSE MKT Composite Index (XAX)
$100.00
$57.97
$69.25
$82.36
$89.80
$93.24
Philadelphia Gold and Silver Index (XAU)
$100.00
$43.09
$83.27
$108.61
$106.99
$100.08
                 



 
23

 
Item 6.  SELECTED FINANCIAL DATA

The following table summarizes certain selected consolidated financial data with respect to Silver Bull and should be read in conjunction with the Consolidated Financial Statements and Notes thereto appearing elsewhere in this report.

FINANCIAL HIGHLIGHTS
 
(In thousands, except per share data)
                     
               
Year Ended October 31,
 
2012
 
2011
 
2010
 (1)
2009
 
2008
 
               
Revenues
  $     $     $     $     $  
Loss from operations
    (13,380 )     (11,745 )     (10,838 )     (4,453 )     (8,743 )
Net loss
    (13,360 )     (12,237 )     (9,405 )     (4,724 )     (12,320 )
Basic and diluted loss per common share
    (0.10 )     (0.11 )     (0.12 )     (0.12 )     (0.31 )
Cash and cash equivalents
    3,201       4,240       10,571       1,483       2,229  
Total assets
    32,354       35,214       41,313       7,042       7,818  
Stockholders’ equity
    30,700       32,991       39,526       6,237       7,440  
 
(1)
On April 16, 2010, we completed a merger transaction with Dome whereby Dome became our wholly owned subsidiary.  At the closing of the transaction, as a result of the transaction, $11,961,516 of net proceeds from Dome’s special warrant offering and the cash acquired in the transaction, our cash and cash equivalents increased by approximately $14,580,000.
 
Item 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Business Overview

Silver Bull, incorporated in Nevada, is an exploration stage company, engaged in the business of mineral exploration. Our primary objective is to define sufficient mineral reserves on the Sierra Mojada Property to justify the development of a mechanized mining operation. We conduct our operations in Mexico through our wholly-owned Mexican subsidiaries, Minera and Contratistas, and though Minera’s wholly-owned subsidiary Minas. However, as noted above, we have not established any reserves at the Sierra Mojada Property, and are in the exploration stage and may never enter the development or production stage.

On April 16, 2010, we completed a merger transaction with Dome whereby Dome became our wholly-owned subsidiary.  Dome through its subsidiaries holds two exploration licenses in Gabon, West Africa covering approximately 4,000 square kilometers and entered into a joint venture agreement with a subsidiary of AngloGold on its Ndjole license and previously held Mevang license. Dome also entered into a second joint venture agreement on the Ogooue license held by AngloGold. The Ndjole and Mevang Joint Venture Agreement and Ogooue Joint Venture Agreement were terminated by AngloGold effective August 16, 2012.  We believe that the Ndjole license has gold and manganese potential and the Mitzic license has iron ore potential. We are currently looking for a joint venture partner on the Ndjole and Mitzic licenses. Operations in Gabon are conducted by Dome’s subsidiaries Dome Ventures SARL Gabon, African Resources SARL Gabon and Gabon Resources SARL.

Our principal offices are located at 925 West Georgia Street, Suite 1908, Vancouver, BC, Canada V6C 3L2, and our telephone number is 604-687-5800. 
 
 
 
24

 

Current Year Developments

Sierra Mojada Property

In January 2012, the board of directors approved a calendar year 2012 exploration budget of $14.6 million for the Sierra Mojada Property and a $1.9 million budget for general and administration expense. The majority of budgeted expenditures related to drilling and metallurgy on the silver and zinc mineralization and concession option purchase agreement payments. Due to volatile market conditions as of June 2012, we decided to reduce activity at the Sierra Mojada Property. Our updated exploration budget for the Sierra Mojada property for the period from June 2012 to December 2012 was $4.5 million compared to $7.9 million in the original budget. The updated exploration budget focused on metallurgy, compiling geological data to better delineate future drill targets and a 3,000 meter underground drill program which was subsequently increased to 5,000 meters targeting silver and zinc mineralization defined by significant historical work in the Shallow Silver Zone.

Mineralized Material Estimate

On July 5, 2012, SRK Consulting (Canada), Inc. delivered a technical report (the “Report”) on the silver and zinc mineralization in the “Shallow Silver Zone” of the Sierra Mojada Property in accordance with the Canadian Securities Administrators’ National Instrument 43-101 — Standards of Disclosure for Mineral Projects (“NI 43-101”).  The resource was estimated from 1,118 diamond drill holes, 24 reverse circulation drill holes, 8,632 channel samples and 2,346 long holes. In total, these contain 160,120 assay records, of which 144,029 records contain silver and zinc assays values. At an economic cutoff grade of 15 grams/tonne of silver for mineralized material, the Report indicates mineralized material of 48.863 million tonnes at an average silver grade of 45.9 grams/tonne silver and an average zinc percentage of 0.93%. Mineralized material estimates do not include any amounts categorized as inferred resources.

“Mineralized material” as used in this Annual Report on Form 10-K, although permissible under the Securities and Exchange Commission’s Industry Guide 7, does not indicate “reserves” by SEC standards.  We cannot be certain that any part of the Sierra Mojada Project will ever be confirmed or converted into SEC Industry Guide 7 compliant “reserves.”  Investors are cautioned not to assume that all or any part of the mineralized material will ever be confirmed or converted into reserves or that mineralized material can be economically or legally extracted.

Drilling

Approximately 19,400 meters of drilling from the surface, targeting the Shallow Silver Zone and 4,100 meters of underground drilling, targeting the Parrena adit, were completed from January 2012 to May 2012. From June 2012 to October 2012, we drilled from underground 3,500 meters targeting the silver mineralization, and 1,000 meters, targeting the zinc mineralization. From November 1, 2012 to December 31, 2012, we drilled 2,000 meters targeting the zinc mineralization.

The drilling work completed between June and December 2012 was completed using 2 underground “Termite” rigs “twinning” a series of historical drill holes at the eastern end of the known mineralization of the Sierra Mojada Property. The twinned holes were up to 50 meters long and were drilled using BQ sized diamond core. Twinned holes are drilled “beside” existing historical drill holes in order to confirm the grade and tenor of the historical data and increase confidence in the historical data set. 6,500 meters, or approximately 17% of a 38,000 meter historical data set, was twinned. The twinning program targeted two main areas of historical drilling, a 1.5 kilometer zone of silver mineralization at the eastern end of the Shallow Silver Zone and a 1 kilometer zone of zinc mineralization in the Zinc Zone.

In addition to confirming the grade and tenor of the silver and zinc mineralization with the twinning program, much of the historical longhole data set ended in significant mineralization. Therefore the program also tried to extend the bounds of the known mineralization by drilling longer holes. Due to the limited range of the Termite drills, and despite extending some holes by as much as 25 meters, a number of holes from the twinning program still ended in mineralization. The twinning program was completed in December 2012.

Metallurgical Studies

Our Vice President of Metallurgy, George Rawsthorne, in conjunction with outside metallurgical consultants, is leading our metallurgical program. The goal of this program is to test the silver mineralization for heap and agitation cyanide leach methods. We will also investigate how any low grade zinc (<1%) which reports with the silver mineralization, can be recovered. We will also review all of the previous metallurgical work completed on the Zinc Zone.
 
During November 2012, we received preliminary results for metallurgical testing on samples taken from a portion of the Shallow Silver Zone and the Zinc Zone. On the Shallow Silver Zone, metallurgical work focused on cyanide leach recovery of the silver using “Bottle Roll” tests to simulate an agitation leach system. On the Zinc Zone, metallurgical work focused on roasting the ore in a rotary kiln to fume off the zinc and collect it as a zinc oxide concentrate. Preliminary results from these initial tests were promising, and further metallurgical tests are continuing on samples taken from other areas of the Shallow Silver Zone and Zinc Zone.
 

 
25

 
Geological Mapping

In addition to drilling the extensions on the Shallow Silver Zone, a regional mapping and prospecting exploration program focused on the Palamos Negros and Dormidos is underway. The aim of this program is to identify drill targets in these prospects outside of the Shallow Silver Zone.

2013 Exploration Program

As discussed in the “Material Changes in Financial Condition, Liquidity and Capital Resources” section below we have approved a calendar year 2013 exploration budget of $3.7 million for the Sierra Mojada Property. The focus of the 2013 calendar year exploration program is the completion of an updated NI 43-101 compliant resource estimate, continued metallurgical work as described previously and the completion of a preliminary economic assessment based on the updated resource estimate.
 
Gabon Property

The majority of our work in Gabon was previously conducted by AngloGold under the terms of certain joint venture agreements. Effective August 16, 2012, AngloGold terminated those agreements.  We continue to believe that the Ndjole license has gold and manganese potential and the Mitzic license has iron ore potential. We are currently looking for a joint venture partner on the Ndjole and Mitzic licenses. 

To date, three main coherent gold anomalies above 50 parts per billion (“ppb”) and over 5km in length and up to 1.5km wide and several smaller anomalous zones up to 2km in length and up to 1km wide have been identified. Background gold values in the region are less than 5 ppb and results above 20 ppb are considered anomalous. Over 25% of the results received to date are above 30 ppb with peak values in excess of 5,000 ppb in the soils. The anomalies appear to have strong structural controls concentrating along mapped or inferred lithological contacts, structural breaks, and fold hinges. There is also a strong spatial relationship of the gold anomalies to a thick graphitic lithological unit in the area that is thought to represent an ideal lithological trap for mineralizing fluids. Initial prospecting in these anomalous zones has identified a number of gold bearing quartz veins, many of which run between 2 g/t to 5 g/t gold.

Exploratory drilling has focused on these gold anomalies. East-west trending drill fences have been positioned to test roughly north-south trending lithological contacts which are considered as the most favorable sites for gold deposition.  A total of 5,300 meters has been drilled with gold intercepts between 1 meter to 13 meters in thickness encountered. The best intercept averaged 7.24 g/t gold over 9 meters. Most intercepts were in the 1 meter to 3 meters range at 1 to 4 g/t gold. In addition the drilling identified manganese with the best manganese intercept averaging 22% manganese over 34.5 meters from surface.

Management Changes

On February 22, 2012, Joshua Crumb was appointed to the Board of Directors as an independent director. Mr. Crumb is an engineer and mineral economist with a wide range of executive experience in the mining industry. Mr. Crumb is a co-founder of LEC Minerals Inc, a private investment corporation that also provides advisory services for mining/exploration companies. Mr. Crumb was formerly the Senior Metals Strategist at Goldman Sachs, working in the commodity research division in London and has held various positions within the Lundin group of companies. Mr. Crumb holds a Bachelor of Science degree in Engineering and Master of Science in Mineral Economics from the Colorado School of Mines

On February 22, 2012, John McClintock was appointed to the Board of Directors. Mr. McClintock has a significant amount of experience in all facets of the mineral exploration business, which has come from managing large exploration organizations.  He currently serves as the President of McClintock Geological Management, which provides ongoing management services to Northisle Copper and Gold Inc. and Savant Explorations Ltd.  Mr. McClintock holds an MBA from Simon Fraser University and an undergraduate degree in geology, with honors, from the University of British Columbia.  He is a member of the Professional Engineers of British Columbia, the Prospectors and Developers Association of British Columbia, and the Association of Mineral Exploration of British Columbia.

On February 22, 2012, Dr. Nicole Adshead-Bell and Duncan Hsia informed the Board of Directors of their decision not to stand for re-election as directors of Silver Bull at the 2012 annual meeting of shareholders (the “Annual Meeting”). Accordingly, Dr. Adshead-Bell and Duncan Hsia ceased being directors of Silver Bull at the conclusion of the 2012 Annual Meeting.

On July 4, 2012,  the Independent Contractor Agreement between Silver Bull and Jason Cunliffe, Silver Bull’s Vice President of Exploration, was terminated.
 
26

 

On June 6, 2012, Silver Bull entered into an amended and restated employment agreement with Sean Fallis that provides for an annual base salary effective May 1, 2012 of $CDN 165,000.  The amended and restated employment agreement provides that Mr. Fallis is entitled to written notice of termination for up to six months if Mr. Fallis meets certain employment terms and is terminated without cause. Further upon a change of control (which is defined in the amended and restated employment agreement), Mr. Fallis is entitled to receive a severance payment of up to 12 months of his base salary plus the previous year bonus, if Mr. Fallis terminates his employment within three months of such change in control.

Results of Operations  

For the fiscal year ended October 31, 2012, we experienced a consolidated net loss of $13,360,000 or approximately $0.10 per share, compared to a consolidated net loss of $12,237,000 or approximately $0.11 per share during the fiscal year ended October 31, 2011. The $1,123,000 increase in the consolidated net loss was primarily due to a $2,916,000 increase in exploration and property holding costs in the 2012 fiscal year from the 2011 fiscal year and other income of $128,000 in the 2012 fiscal year compared to other expenses of $465,000 in the 2011 fiscal year. This was partially offset by a $876,000 recovery of uncollectible value-added taxes in the 2012 fiscal year compared to a $204,000 provision for uncollectible value added taxes in the 2011 fiscal year.

Exploration and Property Holding Costs

Exploration and property holding costs increased $2,916,000 to $11,289,000 in the 2012 fiscal year from $8,373,000 in the 2011 fiscal year primarily due to increased drilling costs due to higher drilling costs in the Parrena Adit, increased assay costs due to rush orders on certain assays and increased metallurgical costs as metallurgical work was a significant focus in the 2012 fiscal year. Also, we recorded a $2,006,000 concession impairment in the 2012 fiscal year as certain concessions in Gabon and Mexico will not be pursued and certain concessions which we plan to pursue did not have expected cash flows that supports the value of these assets before the impairment was recorded.

General and Administrative Costs

General and administrative expenses decreased $1,281,000 to $2,091,000 in the 2012 fiscal year from $3,372,000 in the 2011 fiscal year as described below.

Personnel costs decreased $323,000 to $1,046,000 in the 2012 fiscal year from $1,369,000 in the 2011 fiscal year. This decrease was primarily due to $165,000 non-recurring severance payment in the comparable period last year and lower stock based compensation, which decreased to $416,000 in the 2012 fiscal year from $587,000 in the 2011 fiscal year.
  
Office and administrative expenses increased $223,000 to $881,000 in the 2012 fiscal year from $658,000 in the 2011 fiscal year. This increase is mainly due to increased investor relation activities.

Professional fees decreased $124,000 to $465,000 in the 2012 fiscal year from $589,000 in the 2011 fiscal year. The decrease was primarily due a decrease in recruitment fees paid for new employees and a decrease in accounting and tax expenses.

Directors’ fees of $571,000 in the 2012 fiscal year was similar to $526,000 in the 2012 fiscal year.

We recorded a recovery of $876,000 in the 2012 fiscal year for uncollectible value-added taxes compared to a provision of $204,000 in the 2011 fiscal year.  The change in management expectation of collection was mainly due to value-added tax collected in Mexico of $3,332,000 inclusive of interest related to the tax returns filed in Mexico City for calendar year 2007 to 2012. The allowance for uncollectible taxes was estimated by management based upon a number of factors including the length of time the returns have been outstanding, responses received form tax authorities, general economic conditions in Mexico and Gabon and estimated net recovery after commissions.

 
27

 

Other Income (Expense)

We recorded other income of $128,000 in the 2012 fiscal year compared to other expense of $465,000 in the 2011 fiscal year. We recorded  interest income of $160,000 in the 2012 fiscal  year compared to $37,000 in the 2011 fiscal year. This increase in interest income was mainly as a result of interest received on value added tax collection in Mexico. We recorded a foreign currency transaction loss of $276,000 in the 2012 fiscal year compared to a foreign currency transaction loss of $349,000 in the 2011 fiscal year as discussed below. Also, we recorded miscellaneous income of $243,000 in the 2012 fiscal year compared to miscellaneous expense of $153,000 in the 2011 fiscal year. During the 2012 fiscal year we received supporting documents that allowed us to reduce our liability for certain withholding taxes. This amount has been accrued in 2011 fiscal year and was included in miscellaneous expense in the 2011 fiscal year.

The foreign currency transaction loss in the 2012 fiscal year was primarily the result of the depreciation of the Central African franc and the resulting impact on the intercompany loans between Silver Bull and our Gabonese subsidiaries. The foreign currency transaction loss in the 2011 fiscal year was primarily the result of the depreciation of the Mexican Peso and the resulting impact on the intercompany loans between Silver Bull and our Mexican subsidiaries. In the 2012 fiscal year, foreign currency transaction gains/losses are not recorded on the intercompany loans between Silver Bull and our Mexican subsidiaries due to the change in functional currency described in the “Critical Accounting Policies” section.

Material Changes in Financial Condition, Liquidity and Capital Resources

Cash Flows

During the 2012 fiscal year we primarily utilized cash and cash on hand to fund exploration activities at the Sierra Mojada Property including property, property concession option purchase agreement payments and general and administrative expenses.  Additionally, during fiscal year 2012, we received net proceeds after offering costs of $10,218,000 as we closed registered direct offerings for the sale of 21,050,000 shares of common stock at a price of $0.50 per share during December 2011. As a result of the registered direct offerings offset by the exploration activities and general and administrative expenses, cash and cash equivalents decreased from $4,240,000 at October 31, 2011 to $3,201,000 at October 31, 2012.

Cash flows used in operations for the 2012 fiscal year was $9,592,000 as compared to $11,503,000 in the 2011 fiscal year.  This decrease was mainly due to the collection of VAT receivable in 2012 fiscal year which was partially offset by a reduction in accounts payable and accrued liabilities.

Cash flows used in investing activity for the 2012 fiscal year was $1,615,000 as compared to $398,000 in the 2011 fiscal year. The increase was mainly due to property concession option payments of $1,548,000 in the 2012 fiscal year compared to $798,000 in the 2011 fiscal year which was offset by proceeds from equipment sales of $443,000 in the last fiscal year.

Cash flows provided by financing activities for the 2012 fiscal year was $10,254,000 as compared to $5,608,000 for the 2011 fiscal year. The significant increase is due to the registered direct offerings which closed in December 2011 for net proceeds of $10,218,000 compared to net proceeds of $4,917,000 for the private placement with Coeur d’Alene Mines Corporation and proceeds from exercise of warrants and options of $888,000 in the 2011 fiscal year.

Capital Resources

As of October 31, 2012, we had cash and cash on hand of $3,201,000 and working capital of $2,925,000 as compared to cash and cash on hand of $4,240,000 and working capital of $2,425,000 as of October 31, 2011. The decrease in our cash and cash on hand was primarily the result of cash used by operating and investing activities which was partially offset by the registered direct offerings in December 2011. The increase in our working capital was mainly due the expectation that value added taxes will be collected within twelve months of the balance sheet date and the decrease in accounts payable and accrued liabilities, which was partially offset by the decrease in cash and cash on hand.


 
28

 
Since inception, we have relied primarily upon proceeds from private placements and registered direct offerings of our equity securities and warrant exercises as our primary sources of financing to fund our operations. We anticipate that we will continue to rely on sales of our securities in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will be able to complete any additional sales of our equity securities or that we will be able arrange for other financing to fund our planned business activities. If we are unable to fund future operations by way of financing, including public or private offerings of equity or debt securities, we will need to significantly reduce operations, which will result in an adverse impact on our business, financial conditions and exploration activities. See Note 1 to our Consolidated Financial Statements included in this Annual Report on Form 10-K.
 
Capital Requirements and Liquidity; Need for Subsequent Funding

Our management and Board of Directors monitor our overall costs, expenses, and financial resources and, if necessary, will adjust our planned operational expenditures in an attempt to ensure we have sufficient operating capital. We continue to evaluate our costs and planned expenditures including for our Sierra Mojada Property as discussed below.

The continued exploration of the Sierra Mojada Property will require significant amounts of additional capital. In January 2013, the board of directors approved a calendar year 2013 exploration budget of $3.7 million for the Sierra Mojada Property and a $2.0 million budget for general and administrative expenses. As of December 31, 2012, we had approximately $2.1 million in cash on hand, and therefore we anticipate that we will need to raise additional capital to fully fund the calendar year 2013 exploration program at the Sierra Mojada Property and for general and administrative expenses. We will continue to evaluate our ability to raise additional capital, and we will reduce expenditures on the Sierra Mojada Property if we determine that additional capital is unavailable or available on terms that we determine are unacceptable. Also, the continued exploration of the Sierra Mojada Property ultimately will require us to raise additional capital, identify other sources of funding or identify another strategic transaction.  The on-going uncertainty and volatility in the global financial and capital markets have limited the availability of funding.  Debt or equity financing may not be available to us on acceptable terms, if at all. Equity financing, if available, may result in substantial dilution to existing stockholders.  If we are unable to fund future operations by way of financing, including public or private offerings of equity or debt securities, our business, financial condition and results of operations will be adversely impacted.

Table of Contractual Obligations

The following table summarizes our contractual obligations as of October 31, 2012:

Contractual Obligations
 
Total
   
Less Than
1 Year
   
1 - 3
Years
   
3 - 5
Years
   
More
Than 5
Years
 
   
(in thousands of $)
 
Operating leases
    318       90       228       -        
Sierra Mojada concession option purchase payments
    20,053       1,611       18,442       -       -  
Ndjole and Mitzic required concession expenditures
    1,576       525       1,051                  
Total
    21,947       2,226       19,721       -       -  
                                         
The above table assumes the Poder de Dios, Anexas a Poder de Dios and Amplicaion a Poder de Dios option purchase price is exercised on January 1, 2014, the La Perla, La India and La India Dos option purchase price is exercised on January 1, 2014 and the Nuevo Dulces Nombres, Yolanda III option purchase is exercised on August 1, 2016. Also, the above table assumes that the Gabon government amends the Ndjole and Mitzic concessions licenses  to reflect the required exploration expenditures of $CFA 400,000,000 per concession to renew the concessions for a third term of three years per Gabonese law.

Off Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.


 
29

 
Recent Accounting Pronouncements Adopted in the Year Ended October 31, 2012

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06 which included additional disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements disclosures effective for fiscal years beginning after December 15, 2010, and for interim periods within those years.  The adoption of this guidance did not have a material effect on our financial position, results of operations or cash flows.

Recent Accounting Pronouncements Not Yet Adopted
 
In September 2011, FASB issued ASU 2011-08 “Intangibles – Goodwill and Other.” This new guidance on testing goodwill provides an entity the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines that this is the case, it is required to perform the currently prescribed two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized for that reporting unit (if any). If an entity determines that the fair value of a reporting unit is not less than its carrying amount, the two-step goodwill impairment test is not required. ASU 2011-08 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 with prospective application required. The adoption of this guidance is not expected to have a material effect on our financial position, results of operations or cash flows.

In June 2011, FASB issued ASU 2011-05, “Presentation of Comprehensive Income.” This update amended the presentation options in Accounting Standards Codification (“ASC”) 220, “Comprehensive Income,” to provide an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 with retrospective application required. The adoption of this guidance will not have a significant impact on our financial position, result of operations or cash flow.

In May 2011, FASB issued ASU 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” This update amended explanations of how to measure fair value to result in common fair value measurement and disclosure requirements in U.S. generally accepted accounting principles (“GAAP”) and International Financial Reposting Standards. ASU 2011-04 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 with prospective application required. The adoption of this guidance is not expected to have a material effect on our financial position, results of operations or cash flows.

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

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires us to establish accounting policies and make estimates and assumptions that affect our reported amounts of assets and liabilities at the date of the consolidated financial statements. These financial statements include some estimates and assumptions that are based on informed judgments and estimates of management. We evaluate our policies and estimates on an on-going basis and discuss the development, selection and disclosure of critical accounting policies with the Audit Committee of the Board of Directors. Predicting future events is inherently an imprecise activity and as such requires the use of judgment. Our consolidated financial statements may differ based upon different estimates and assumptions.

We discuss our significant accounting policies in Note 2 — Summary of Significant Accounting Policies — to our consolidated financial statements. Our significant accounting policies are subject to judgments and uncertainties that affect the application of such policies. We believe these consolidated financial statements include the most likely outcomes with regard to amounts that are based on our judgment and estimates. Our consolidated financial position and results of operations may be materially different when reported under different conditions or when using different assumptions in the application of such policies. In the event estimates or assumptions prove to be different from the actual amounts, adjustments are made in subsequent periods to reflect more current information. We believe the following accounting policies are critical to the preparation of our consolidated financial statements due to the estimation process and business judgment involved in their application:


 
30

 
Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates based on assumptions about future events that affect the amounts reported in the consolidated financial statements and related notes to the consolidated financial statements.  Actual results could differ from those estimates. Estimates and assumptions are reviewed on an ongoing basis based on historical experience and other factors that are considered to be relevant under the circumstances. Revisions to estimates and assumptions are accounted for prospectively.

Significant areas involving the use of estimates include determining the allowance for uncollectible taxes, evaluating recoverability of property concessions, evaluating impairment of long-lived assets, evaluating impairment of goodwill, establishing a valuation allowance on future use of deferred tax assets and calculating stock-based compensation.

Property Concessions

Costs of acquiring property concessions are capitalized by project area upon purchase or staking of the associated claims. Costs to maintain the mineral rights and leases are expensed as incurred. When a property reaches the production stage, the related capitalized costs will be amortized, using the units of production method on the basis of periodic estimates of ore reserves. To date, no mineral concessions have reached the production stage.

Impairment of Long-Lived Assets

Management reviews and evaluates its long-lived assets for impairment when events and changes in circumstances indicate that the related carrying amounts of its assets may not be recoverable. Impairment is considered to exist if the future cash flows on an undiscounted basis are less than the carrying amount of the long-lived asset. An impairment loss is measured and recorded based on the difference between book value and fair value of the asset group, as determined through the application of a present value technique using expected future cash flows to estimate fair value in the absence of a market price. In estimating future cash flows, assets are grouped at the lowest level for which there is identifiable cash flows that are largely independent of cash flows from other asset groups. In estimating future cash flows, all assets are grouped at the exploration project level.

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.  When multiple reporting units are acquired in one business combination, goodwill is allocated to reporting units as of the date of the business combination, by determining estimates of the fair value of each reporting unit and comparing this amount to the fair values of assets and liabilities in the reporting unit. Goodwill is not amortized.

We perform goodwill annual impairment tests at April 30 each fiscal year and when events and circumstances indicate that the carrying amounts may no longer be recoverable. Goodwill is assessed at the reporting unit level. In performing the impairment tests, we estimate the fair values of our reporting units that include goodwill and compare those fair values to the reporting units’ carrying amounts. If a reporting unit’s carrying amount exceeds its fair value, we compare the implied fair value of the reporting unit’s goodwill to the carrying amount, and any excess of the carrying amount of goodwill over the implied fair value is charged to earnings.

Income Taxes

We follow the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based on temporary differences between the tax basis and accounting basis of the assets and liabilities measured using tax rates enacted at the balance sheet date. We recognize the tax benefit from uncertain tax positions only if it is at least “more likely than not” that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement with the taxing authorities. This accounting standard also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods and disclosure.

A valuation allowance is recorded against deferred tax assets if management does not believe we have met the “more likely than not” standard imposed by this guidance to allow recognition of such an asset. Management recorded a full valuation allowance at October 31, 2012 and October 31, 2011 against the deferred tax assets as it deems future realization would not meet the criteria “more likely than not.”

 
31

 
Stock-Based Compensation and Warrants

We use the Black-Scholes pricing model as a method for determining the estimated fair value for all stock options awarded to employees, officers, directors and consultants.  The expected term of the options is based upon evaluation of historical and expected future exercise behavior.  The risk-free interest rate is based upon U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life of the grant.  Volatility is determined upon historical volatility of our stock and adjusted if future volatility is expected to vary from historical experience.  The dividend yield is assumed to be none as we have not paid dividends nor do we anticipate paying any dividends in the foreseeable future. We use the graded vesting attribution method to recognize compensation costs over the requisite service period.

We also used the Black-Scholes valuation model to determine the fair market value of warrants.  Expected volatility is based upon weighted average of historical volatility over the contractual term of the warrant and implied volatility. The risk-free interest rate is based upon implied yield on a U.S. Treasury zero-coupon issue with a remaining term equal to the contractual term of the warrants. The dividend yield is assumed to be none as the Company has not paid dividends nor does not anticipate paying any dividends in the foreseeable future.

Foreign Currency Translation

During the year ended October 31, 2011 assets and liabilities of our foreign operations were translated into U.S. dollars at the period-end exchange rate, and revenue and expenses were translated at the average exchange rate during the period. Exchange differences arising on translation were disclosed as a separate component of stockholders’ equity. Realized gains and losses from foreign currency transactions were reflected in the results of operations.  Intercompany transactions and balances with our Mexican and Gabonese subsidiaries were considered to be short-term in nature except for $13.4 million of intercompany loans which we agreed to convert to future capital increases. All foreign currency transaction gains and losses on intercompany loans which were not considered to be short-term in nature were included in the consolidated statement of operations.

During the year ended October 31, 2012 our Gabonese foreign operations were translated into U.S. dollars consistent with the year-ended October 31, 2012.

As at November 1, 2011, we determined that the functional currency of our Mexican subsidiaries changed from the Mexican peso to the U.S. dollar. During the year ended October 31, 2012 our Mexican foreign operations monetary assets and liabilities were translated into U.S. dollars at the period-end exchange rate and non-monetary assets and liabilities were translated using the historical exchange rate. Our Mexican foreign operations revenue and expenses were translated at the average exchange rate during the period except for depreciation of office and mining equipment and impairment of property concessions which are translated using the historical exchange rate. Foreign currency translation gains and losses of our foreign Mexican operations occurring after November 1, 2011 are included in the consolidated statement of operations.

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We hold substantially all of our 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 and restricted cash balances during the year ended October 31, 2012, a 1% decrease in interest rates would have resulted in a reduction in interest income for the period of $2,231.

Foreign Currency Exchange Risk

Certain purchases of labor, operating supplies and capital assets are denominated in Canadian Dollars (“$CDN”), Mexican pesos (“$MXN”), Central African francs (“$CFA”) or other currencies.  As a result, currency exchange fluctuations may impact the costs of our operations.  Specifically, the appreciation of the $MXN, $CDN or $CFA against the U.S. dollar may result in an increase in operating expenses and capital costs in U.S. dollar terms.  As of October 31, 2012, we maintained the majority of our cash balance in U.S. Dollars. We currently do not engage in any currency hedging activities.


 
32

 
Commodity Price Risk

Our primary business activity is the exploration of properties containing silver, zinc, lead, gold, manganese and other minerals. As a result, decreases in the price of any of these metals have the potential to negatively impact our ability to establish reserves and develop our exploration properties. None of our properties are in production and we do not currently hold any commodity derivative positions.

Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See “Index to Consolidated Financial Statements” following the signature page of this Form 10-K.
  
Item 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A. Controls and Procedures

(a)      Evaluation of Disclosure Controls and Procedures

As of October 31, 2012, we have carried out an evaluation under the supervision of, and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.  Based on the evaluation as of October 31, 2012, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) under the Exchange Act) were effective.

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in our 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 our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

(b)      Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our principal executive and principal financial officers, we assessed, as of October 31, 2012, the effectiveness of our internal control over financial reporting. This assessment was based on criteria established in the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on our assessment using those criteria, management concluded that our internal control over financial reporting as of October 31, 2012, was effective.
 
Internal control over financial reporting is defined as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

·  
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

·  
provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with U.S. generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and

·  
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

 
33

 
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met.  Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

(c)      Attestation Report of Registered Public Accounting Firm
 
Hein & Associates LLP, an independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting, which is required under this Item 9A and is set forth below under the caption “Report of Independent Registered Public Accounting Firm.”

(d)      Changes in Internal Controls over Financial Reporting
 
There were no changes in our internal control over financial reporting during the year ended October 31, 2012 that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.  
 
 
 
34

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Silver Bull Resources, Inc.

We have audited Silver Bull Resources, Inc’s internal control over financial reporting as of October 31, 2012, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Silver Bull Resources, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting.  Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.  Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audit also included performing such other procedures as we considered necessary in the circumstances.  We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Silver Bull Resources, Inc. maintained, in all material respects, effective internal control over financial reporting as of October 31, 2012, based on criteria established in Internal Control — Integrated Framework issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Silver Bull Resources, Inc. and subsidiaries as of October 31, 2012 and 2011, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for the years then ended and for the period from inception (November 8, 1993) to October 31, 2012, and our report dated January 9, 2013 expressed an unqualified opinion.

/s/ Hein & Associates LLP

HEIN & ASSOCIATES LLP
Denver, Colorado
January 9, 2013
 
 
35

 
PART III

Item 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
Information relating to this item will be included in an amendment to this report or in the proxy statement for our 2013 annual shareholders meeting and is incorporated by reference in this report.

Item 11.  EXECUTIVE COMPENSATION

Information relating to this item will be included in an amendment to this report or in the proxy statement for our 2013 annual shareholders meeting and is incorporated by reference in this report.
  
Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information relating to this item will be included in an amendment to this report or in the proxy statement for our 2013 annual shareholders meeting and is incorporated by reference in this report.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information relating to this item will be included in an amendment to this report or in the proxy statement for our 2013 annual shareholders meeting and is incorporated by reference in this report.

Item 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

Information relating to this item will be included in an amendment to this report or in the proxy statement for our 2013 annual shareholders meeting and is incorporated by reference in this report.


 
36

 
PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Financial Statements and Financial Statement Schedules

See “Index to Consolidated financial statements” on page 33.

       
Incorporated by Reference
   
Exhibit Number
 
Exhibit Description
 
Form
 
Date of Report
 
Exhibit
 
Filed Herewith
3.1.1
 
Restated Articles of Incorporation.
 
10-K
 
10/31/2010
 
3.1.1
   
                     
3.1.2
 
Amended and Restated Bylaws
 
10-K
 
10/31/2010
 
3.1.2
   
                     
4.1
 
Rights Agreement
 
8-A
 
06/12/2007
 
1
   
                     
10.2
 
2006 Stock Option Plan.
 
10-KSB
 
10/31/2006
 
4.2
   
                     
10.3
 
2010 Stock Option Plan and Stock Bonus Plan, as amended
 
8-K
 
02/28/2012
 
10.1
   
                     
10.6
 
Employment agreement with Brian Edgar
 
10-Q
 
07/31/2011
 
10.2
   
                     
10.7
 
Employment agreement with Timothy Barry
 
10-Q
 
07/31/2011
 
10.1
   
                     
10.8
 
Employment agreement with Sean Fallis
 
10-Q
 
04/30/2012
 
10.1
   
                     
14
 
Code of Ethics
 
10-KSB
 
01/31/2007
 
14
   
                     
21.1
 
Subsidiaries of the Registrant
             
                     
23.1
 
Consent of Hein & Associates LLP
             
X
                     
23.2
 
Consent of SRK Consulting (Canada) Inc.
             
X
                     
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.
             
X
                     
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.
             
X
                     
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
 
 
37

 
                     
101.LAB*
 
XBRL Labels Linkbase Document
             
X
                     
101.PRE*
 
XBRL Presentation Linkbase Document
             
X
                     
99.1
 
Sierra Mojada location map. (1)
             
X
                     
99.2
 
Gabon location map. (1)
             
X


In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, is deemed not filed for purposes of section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.


(1) Filed herewith under Items 1 and 2. Business and Properties.
 
 
 
 
38

 
 
 
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.
 
       
Date: January 9, 2013 
By:
/s/ Timothy Barry
 
   
Timothy Barry,
 
   
President and Chief Executive Officer
 
   
 (Principal Executive Officer)
 
 
       
Date: January 9, 2013
By:
/s/ Sean Fallis
 
   
Sean Fallis,
 
   
Chief Financial Officer
 
   
 (Principal Financial Officer and Principal Accounting Officer)
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

       
Date: January 9, 2013
By:
/s/ Timothy Barry
 
   
Timothy Barry,
 
   
President and Chief Executive Officer and Director
 
       
       
Date: January 9, 2013
By:
/s/ Joshua Crumb
 
   
Joshua Crumb,
 
   
Director
 
       
       
Date: January 9, 2013
By:
/s/ Brian Edgar
 
   
Brian Edgar,
 
   
Director
 
       
       
Date: January 9, 2013
By:
/s/ Murray Hitzman
 
   
Murray Hitzman,
 
   
Director
 
       
       
Date: January 9, 2013
By:
/s/ Daniel Kunz
 
   
Daniel Kunz,
 
   
Director
 
       
       
Date: January 9, 2013
By:
/s/ John McClintock
 
   
John McClintock,
 
   
Director
 
 
 
 
39

 
 
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

SILVER BULL RESOURCES, INC.
(An Exploration Stage Company)

   
PAGE NO.
Report of Independent Registered Public Accounting Firm
 
F-2
     
Consolidated Financial Statements:
   
     
Consolidated Balance Sheets
 
F-3
     
Consolidated Statements of Operations and Comprehensive Loss
 
F-4
     
Consolidated Statements of Cash Flows
 
F-5 - F-6
     
Consolidated Statements of Changes in Stockholders’ Equity
 
F-7 - F-13
     
Notes to Consolidated Financial Statements
 
F-14 - F-35

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F-1

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors
Silver Bull Resources, Inc.
Vancouver, British Columbia, Canada

We have audited the accompanying consolidated balance sheets of Silver Bull Resources, Inc. (an exploration stage company) (the “Company”) as of October 31, 2012 and 2011, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for the years then ended and for the period from inception (November 8, 1993) to October 31, 2012. These consolidated financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Silver Bull Resources, Inc. (an exploration stage company) as of October 31, 2012 and 2011 and the results of its operations and its cash flows for the years then ended and for the period from inception (November 8, 1993) to October 31, 2012, in conformity with U.S. generally accepted accounting principles.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Silver Bull Resources, Inc.’s and subsidiaries’ internal control over financial reporting as of October 31, 2012, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated January 9, 2013 expressed an unqualified opinion on the effectiveness of Silver Bull Resources, Inc.’s internal control over financial reporting.

/s/ Hein & Associates LLP

HEIN & ASSOCIATES LLP
Denver, Colorado
January 9, 2013
 
 
 
F-2

 
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
 
 
 
October 31,
2012
   
October 31,
2011
 
             
ASSETS
           
             
CURRENT ASSETS
           
Cash and cash equivalents
  $ 3,201,240     $ 4,239,899  
Restricted cash (Note 3)
    12,614       77,068  
Value-added tax receivable, net of allowance for uncollectible taxes of $203,835 and $nil, respectively (Note 4)
    940,212        
Other receivables
    116,251       80,789  
Prepaid expenses and deposits
    308,453       250,219  
Total Current Assets
    4,578,770       4,647,975  
                 
PROPERTY CONCESSIONS
               
Sierra Mojada, Mexico (Note 5)
    6,326,139       4,846,687  
Gabon, Africa (Notes 5 and 7)
    2,200,523       4,500,148  
      8,526,662       9,346,835  
                 
EQUIPMENT
               
Office and mining equipment, net of accumulated depreciation
   of $739,258 and $973,457, respectively (Note 6)
    709,322       785,486  
                 
OTHER ASSETS
               
Value-added tax receivable, net of allowance for uncollectible taxes of $nil and $1,380,818, respectively  (Note 4)
          1,826,664  
Goodwill (Note 8)
    18,495,031       18,495,031  
Other assets
    43,843       112,170  
      18,538,874       20,433,865  
                 
TOTAL ASSETS
  $ 32,353,628     $ 35,214,161  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
                 
CURRENT LIABILITIES
               
Accounts payable
  $ 500,619     $ 798,679  
Accrued liabilities and expenses
    654,750       874,605  
Income tax payable
    8,540       7,842  
Payable to AngloGold (Note 7)
    490,095       541,913  
Total Current Liabilities
    1,654,004       2,223,039  
                 
COMMITMENTS AND CONTINGENCIES (Notes 1, 10 and 16)
               
                 
STOCKHOLDERS’ EQUITY (Notes 10, 11, 12 and 13)
               
Common stock, $0.01 par value; 300,000,000 shares authorized,
136,160,157 and 115,110,157 shares issued and outstanding, respectively
    1,361,601       1,151,101  
Additional paid-in capital
    116,199,819       105,201,435  
Deficit accumulated during exploration stage
    (86,920,276 )     (73,559,865 )
Other comprehensive  income
    58,480       198,451  
Total Stockholders’ Equity
    30,699,624       32,991,122  
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 32,353,628     $ 35,214,161  
                 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
 
  
 
F-3

 
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
 
     
Years Ended
October 31,
     
Period from
November 8,
1993 (Inception)
to October 31,
 
     
2012
     
2011
     
2012
 
REVENUES
  $     $     $  
                         
EXPLORATION AND PROPERTY HOLDING COSTS
                       
Exploration and property holding costs
    9,145,570       8,099,070       45,052,760  
Depreciation and asset write-off (Note 5)
    2,143,300       274,381       3,565,301  
TOTAL EXPLORATION AND PROPERY HOLDING COSTS
    11,288,870       8,373,451       48,618,061  
                         
GENERAL AND ADMINISTRATIVE EXPENSES
                       
Personnel
    1,046,177       1,368,524       16,832,640  
Office and administrative (Note 9)
    880,914       658,225       4,887,625  
Professional services
    464,652       589,246       8,415,462  
Directors’ fees
    570,855       526,459       5,008,956  
(Recovery of) provision for uncollectible value-added taxes
    (875,491 )     204,190       534,094  
Depreciation
    3,784       25,285       264,564  
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES
    2,090,891       3,371,929       35,943,341  
                         
LOSS FROM OPERATIONS
    (13,379,761 )     (11,745,380 )     (84,561,402 )
                         
OTHER INCOME (EXPENSES)
                       
Interest and investment income
    160,424       36,535       1,095,322  
Foreign currency transaction loss
    (276,263 )     (348,813 )     (3,113,495 )
Miscellaneous income (expense)
    243,398       (152,845 )     22,680  
TOTAL OTHER INCOME (EXPENSES)
    127,559       (465,123 )     (1,995,493 )
                         
LOSS BEFORE INCOME TAXES
    (13,252,202 )     (12,210,503 )     (86,556,895 )
                         
INCOME TAX EXPENSE (Note 14)
    108,209       26,857       237,291  
                         
NET LOSS
  $ (13,360,411 )   $ (12,237,360 )   $ (86,794,186 )
                         
OTHER COMPREHENSIVE (LOSS) INCOME
Foreign currency translation adjustments
    (139,971 )     (1,232,438 )     58,480  
                         
COMPREHENSIVE LOSS
  $ (13,500,382 )   $ (13,469,798 )   $ (86,735,706 )
                         
BASIC AND DILUTED NET LOSS PER COMMON SHARE
  $ (0.10 )   $ (0.11 )        
                         
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
    133,743,777       109,977,943          
                         

 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-4

 

SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
   
Years Ended
October 31,
   
Period from
November 8,
1993 (Inception)
to October 31,
 
   
2012
   
2011
   
2012
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Net loss
  $ (13,360,411 )   $ (12,237,360 )   $ (86,794,186 )
Adjustments to reconcile net loss to net cash used by operating activities:
                       
Depreciation and asset write-off
    2,147,084       241,150       3,798,222  
(Recovery of) provision for uncollectible value-added taxes
    (875,491 )     204,190       527,119  
Noncash expenses
                126,864  
Foreign currency transaction loss
    306,446       173,930       3,134,722  
Common stock issued for services
                1,563,574  
Common stock issued for compensation and directors’ fees
                1,753,222  
Stock options issued for compensation
    991,110       1,129,421       10,135,739  
Stock options and warrants issued for services, financing fees and directors’ fees
                4,769,840  
(Increase) decrease in, net of merger transaction:
                       
Value-added tax receivable
    1,679,948       (1,471,491 )     (1,661,149 )
Restricted cash
    58,100       (75,839 )     (17,739 )
Other receivables
    (34,799 )     (63,268 )     (103,865 )
Prepaid expenses and deposits
    (42,081 )     4,906       (288,642 )
(Increase) decrease in, net of merger transaction:
                       
    Accounts payable
    (282,495 )     100,577       282,098  
Income tax payable
    717       8,363       11,969  
Accrued liabilities and expenses
    (179,420 )     666,897       742,703  
Accrued severance costs
          (184,000 )      
Other liabilities
                7,649  
Net cash used by operating activities
    (9,591,292 )     (11,502,524 )     (62,011,860 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES:
                       
    Purchase of investments
                (21,609,447 )
Proceeds from sale of investments
                21,609,447  
Cash acquired in merger with Dome
                2,618,548  
Equipment purchases
    (77,380 )     (142,508 )     (3,095,062 )
Proceeds from sale of equipment
    9,779       442,665       461,344  
Proceeds from mining concession option payment
          100,000       200,000  
Acquisition of property concessions
    (1,547,736 )     (797,960 )     (7,351,212 )
Net cash used by investing activities
    (1,615,337 )     (397,803 )     (7,166,382 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Proceeds from issuance of common stock, net of offering costs
    10,217,774       4,917,221       64,908,705  
Proceeds from sales of options and warrants
                949,890  
Proceeds from exercise of options
          188,913       188,913  
Proceeds from exercise of warrants
          699,344       6,350,286  
Deferred offering costs
    50,706       (94,549 )     (43,843 )
Payable to AngloGold
    (14,166 )     (102,778 )     465,429  
Proceeds from shareholder loans
                30,000  
Payment of note payable
                (15,783 )
Net cash provided by financing activities
    10,254,314       5,608,151       72,833,597  
                         
Effect of exchange rates on cash and cash equivalents
    (86,344 )     (38,523 )     (454,115 )
                         
Net (decrease) increase in cash and cash equivalents
    (1,038,659 )     (6,330,699 )     3,201,240  
Cash and cash equivalents beginning of period
    4,239,899       10,570,598        
                         
Cash and cash equivalents end of period
  $ 3,201,240     $ 4,239,899     $ 3,201,240  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-5

 

SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
 
   
Years Ended
October 31,
   
Period from
November 8,
1993 (Inception)
to October 31,
 
   
2012
   
2011
   
2012
 
                   
SUPPLEMENTAL CASH FLOW DISCLOSURES:
                 
                   
Income taxes paid
  $ 93,955     $ 23,556     $ 234,519  
Interest paid
  $ 440     $     $ 287,211  
                         
NON-CASH INVESTING AND FINANCING ACTIVITIES:
                       
                         
Common stock issued in merger with Dome
  $     $     $ 24,840,886  
Warrants issued in merger with Dome
  $     $     $ 1,895,252  
Common stock issued for equipment
  $     $     $ 25,000  
Common stock options issued for financing fees
  $     $     $ 276,000  
Common stock options issued for non-cash options
  $     $ 727     $ 59,947  

 

 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
 
F-6

 
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

   
 
 
Common Stock
   
 
 
 Additional
   
 
Stock
   
Deficit
Accumulated
During
   
Other
       
   
Number of
Shares
   
 
Amount
   
Paid-in
Capital
   
Subscriptions
Receivable
   
Exploration
Stage
   
Comprehensive
Income (Loss)
   
Total
 
Common stock issuance prior to inception (no value)
   
576,480
   
$
5,765
   
$
(5,765
)
 
$
   
$
   
$
   
$
 
                                                         
Net loss for the year ended October 31, 1994
   
     
     
     
     
(8,831
)
   
     
(8,831
)
Balances, October 31, 1994
   
576,480
     
5,765
     
(5,765
)
   
     
(8,831
)
   
     
(8,831
)
                                                         
Net loss for the year ended October 31, 1995
   
     
     
     
     
(7,761
)
   
     
(7,761
)
Balances, October 31, 1995
   
576,480
     
5,765
     
(5,765
)
   
     
(16,592
)
   
     
(16,592
)
                                                         
Issuances of common stock as follows: - for par value at transfer of ownership
   
2,000
     
20
     
     
     
     
     
20
 
- for cash at an average of $0.11 per share
   
1,320,859
     
13,209
     
133,150