VANCOUVER, British Columbia, Sept. 27, 2021 (GLOBE NEWSWIRE) – Silver Bull Resources, Inc. (OTCQB: SVBL, TSX: SVB) (âSilver Bullâ or the âCompanyâ) is pleased to announce the completion of previously announced distribution of Arras Minerals Corp. shares. (âArrasâ) to the shareholders of Silver Bull (the âDistributionâ).
The Distribution took effect on September 24, 2021. Pursuant to the Distribution, the shareholders of the ordinary shares of Silver Bull on September 10, 2021 were entitled to receive one ordinary share of Arras for each ordinary share of Silver Bull held on that date. .
In connection with the Distribution, Silver Bull shareholders received a total of 34,547,838 Arras ordinary shares, collectively representing approximately 84% of Arras, on an undiluted basis. Silver Bull still owns around 4% of Arras on an undiluted basis. The remaining approximately 12% of Arras is held by those who participated in the Arras private placement in April 2021.
Registered Silver Bull shareholders holding physical share certificates or book-entry form shares with the Company’s transfer agent (Olympia Trust Company) received Arras shares in book-entry form into account. Silver Bull shareholders who hold their Silver Bull shares through a bank, broker or other agent have had or will have their Arras shares credited to their accounts by their bank, broker or other agent. If you have any questions regarding the transfer or distribution mechanisms, please contact Olympia Trust Company by phone at 1-833-684-1546 (toll-free in North America) or by request online at [email protected].
Arras is not currently listed on any public stock exchange, but will report under the US Securities Exchange Act of 1934, as amended (the âExchange Actâ), as a non-US company with foreign private issuer status. . Arras shares distributed to Silver Bull shareholders, although freely transferable in the United States, may be illiquid until the shares are listed or a commercial market develops, as the case may be. The distribution of Arras shares by Silver Bull constitutes a distribution of securities exempt from the prospectus requirements of Canadian securities legislation. As such, the first trade in Arras Shares in Canada will be an offering for purposes of Canadian securities laws and subject to prospectus requirements, unless certain conditions are met. Until these conditions are met, the Arras shares may only be resold in Canada under a prospectus exemption. Silver Bull warrants and options will also be adjusted in accordance with the distribution. For further details regarding Canadian restrictions on the resale of Arras shares distributed by Silver Bull and adjustments to Silver Bull warrants and options in connection with the distribution, please refer to the registration statement. on Arras form 20-F filed on September 1. , 2021 with the United States Securities and Exchange Commission (the âSECâ) on EDGAR at www.sec.gov/edgar (the “20-F”).
The following discussion is nuanced in its entirety by the discussion of the tax issues set out in 20-F. Silver Bull shareholders who were entitled to receive the Distribution of Arras shares should refer to this discussion for more details regarding the tax consequences of the Distribution.
For US federal income tax purposes, the receipt of Arras common shares by Silver Bull shareholders should be treated as a distribution of property in an amount equal to the fair market value of the common shares received. The distribution of Arras common stock should be treated as dividend income to the extent that it is considered to be paid out of the current and accrued profits and profits of Silver Bull. Distributions in excess of Silver Bull’s current and accrued profits and profits will be treated as a non-taxable return of capital to the extent of the holder’s base in their Silver Bull shares and thereafter as a capital gain. Silver Bull will only be able to determine the amount of the Distribution which will be treated as a dividend after the end of the Distribution’s tax year because its income and profits for the current year will be calculated on the basis of its income. for the entire tax year. in which the Distribution takes place. However, based on current projections, it is reasonably expected that a portion of the Arras Common Stock Distribution will be treated as a return of capital rather than a dividend. Silver Bull’s taxation year ends on October 31 and, as such, the Company expects to inform shareholders of these decisions no later than January 31, 2022.
For Canadian tax purposes, the Distribution of Arras shares is treated as a dividend in kind on Silver Bull shares to shareholders residing in Canada. These shareholders will be required to include in computing their income for a taxation year the amount of this dividend (equal to the fair market value of the Arras shares received). A dividend in kind from Arras shares paid in respect of Silver Bull shares to a shareholder who is not a resident of Canada will not be subject to Canadian withholding tax or other income tax under the Income Tax Act (Canada).
Silver Bull continues to focus on the Sierra Mojada and surrounding area in Mexico and manages the joint venture option with South32. It continues to trade under the symbol “SVB” on the TSX and “SVBL” on the OTCQB. The current management and board remain in place to continue to run the company.
Arras is focusing on the Beskauga deposit located in Kazakhstan as well as additional exploration licenses held or pending in the country. In addition, the current management and directors of Silver Bull have been appointed as management and directors of Arras, as well as G. Wesley Carson as an additional independent director.
Both companies retain their headquarters in Vancouver.
On behalf of the board of directors
Tim Barry, CPAusIMM
Chief Executive Officer, President and Director
RELATIONS WITH INVESTORS:
+1 604 687 5800 [email protected]
Caution regarding forward-looking statements: This press release contains forward-looking statements regarding future events and the future results of Silver Bull that are subject to safe harbor rules created under the US Private Securities Litigation Reform Act of 1995, the Securities Act of 1933, as amended, and the Exchange Act, and applicable Canadian securities laws. Forward-looking statements include, among other things, statements regarding expected tax consequences and other aspects of the distribution and expected direction of management. These statements are based on current expectations, estimates, forecasts and projections regarding Silver Bull’s exploration projects, the industry in which Silver Bull operates and the beliefs and assumptions of Silver Bull’s management. Words such as “expects”, “anticipates”, “targets”, “objectives”, “projects”, “intention”, “plans”, “believes”, “research”, “estimates”, ” continuous, ââ may, âvariations of these words, and similar phrases and references to future periods, are intended to identify such forward-looking statements. Forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, including factors such as the realization of some or all of the expected benefits of the distribution, the impact of the distribution on silver Bull shareholders, if management’s attention will be as described in this press release after the distribution, the results of exploration activities and if the results continue to support exploration activities continuous, unexpected variations in ore grade, types and metallurgy, volatility and price level of raw materials, availability of sufficient future funding and other matters discussed under “Risk Factors” in our annual report on Form 10-K for the fiscal year ended October 31, 2020 and our quarterly report on Form 10-Q for the interim periods ended 31 d January 2021, April 30, 2021 and July 31, 2021 and our other periodic and current reports filed with the SEC and available at ww w.sec.gov and with Canadian securities commissions available at www.sedar.com. Readers are cautioned that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those expressed or implied in forward-looking statements. Any forward-looking statements made by us in this press release are based solely on information currently available to us and speak only as of the date on which they are made. We assume no obligation to publicly update any forward-looking statements, written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.