Elect four (4) directors, each to serve until the next annual meeting of shareholders of the Company or until their successors are elected and qualified;

Approve and adopt the Company’s 2019 Stock Option and Stock Bonus Plan;

Ratify and approve the appointment of Smythe LLP, Chartered Professional Accountants, as our independent registered public accounting firm for the fiscal year ending October 31, 2019;

Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers; and

Transact such other business as may lawfully come before the meeting or any adjournment(s) or postponement(s) thereof.

Elect four (4) directors, each to serve until the next annual meeting of shareholders of the Company or until their successors are elected and qualified;

Approve and adopt the Company’s 2019 Stock Option and Stock Bonus Plan (the “2019 Plan”);

Ratify and approve the appointment of Smythe LLP, Chartered Professional Accountants (“Smythe”), as our independent registered public accounting firm for the fiscal year ending October 31, 2019; and

Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in this Proxy Statement.

“FOR” the election of the four (4) nominated directors;

“FOR” the approval and adoption of the 2019 Plan;

“FOR” the ratification and approval of the appointment of Smythe as our independent registered public accounting firm for the fiscal year ending October 31, 2019; and

“FOR” the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.

For Proposal One (election of directors), four (4) candidates will be elected by a plurality vote; however, pursuant to our Majority Voting Policy, any director who fails to receive a majority of the votes cast (in person or by proxy) “for” such candidate, is required to tender his written resignation to the Board.  See “Majority Voting Policy” below.  “Broker non-votes” are not counted for determining the number of votes cast “for” or “withheld” for such candidate and therefore have no effect on the outcome of the vote.

For Proposal Two (approval and adoption of the 2019 Plan), the affirmative vote of the majority of votes cast (in person or by proxy) at the Meeting and on a disinterested basis is required for approval and adoption.  Abstentions and “broker non-votes” are not counted for determining the number of votes cast for or against this proposal and therefore have no effect on the outcome of the vote.

For Proposal Three (ratification and approval of the appointment of the independent registered public accounting firm), the affirmative vote of the majority of votes cast (in person or by proxy) at the Meeting is required for ratification and approval.  Abstentions and “broker non-votes” are not counted for determining the number of votes cast for or against this proposal and therefore have no effect on the outcome of the vote.

For Proposal Four (advisory vote on executive compensation), the affirmative vote of the majority of votes cast (in person or by proxy) at the Meeting is required.  Abstentions and “broker non-votes” are not counted for determining the number of votes cast for or against this proposal and therefore have no effect on the outcome of the vote.  Because your vote on this proposal is advisory, it will not be binding on the Board or the Company.  However, the Board will review the voting results and take them into consideration when making future decisions regarding executive compensation.

The address of these persons is c/o Silver Bull Resources, Inc., 777 Dunsmuir Street, Suite 1610, Vancouver, British Columbia V7Y 1K4.

Calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Consists of (i) 5,650,815 shares of Common Stock held directly, (ii) 3,483,333 stock options, which are vested or will vest within 60 days, and (iii) 292,810 shares of Common Stock owned by Tortuga Investments Corp., a company wholly owned by Mr. Edgar.

Consists of (i) 1,023,000 shares of Common Stock held directly and (ii) 3,666,666 stock options, which are vested or will vest within 60 days.

Consists of (i) 20,000 shares of Common Stock held directly and (ii) 3,433,333 stock options, which are vested or will vest within 60 days.

Consists of (i) 25,000 shares held directly and (ii) 691,666 stock options, which are vested or will vest within 60 days.

Consists of 691,666 stock options, which are vested or will vest within 60 days.

Calculated in accordance with Rule 13d-3 under the Exchange Act.

This information is based on a Schedule 13G/A filed on November 21, 2018 by Sprott Inc. (“Sprott”).  The securities set forth above are held in accounts managed by subsidiaries of Sprott, none of which individually owns more than 5% of the shares outstanding.

This information is based on a Schedule 13G/A filed on January 28, 2019 by Justin B. Borus, Ibex Investors LLC (“Ibex Investors”), Ibex Microcap Fund LLLP (“Ibex Microcap”), Lazarus Macro Micro Partners LLLP (“Macro Micro Partners”), Ibex Investment Holdings LLC (“Ibex Investment Holdings”).  The securities set forth above consist of 17,437,856 shares of Common Stock held by Ibex Microcap and 10,300 shares of Common Stock held by Macro Micro Partners.  Ibex Investors is the investment manager and general partner of Ibex Microcap and Macro Micro Partners.  Ibex Investment Holdings is the sole member of Ibex Investors.  Justin B. Borus is the manager of Ibex Investors and Ibex Investment Holdings.  Justin B. Borus, Ibex Investors and Ibex Investment Holdings may be deemed to beneficially own the shares of Common Stock directly beneficially owned by Ibex Microcap and Macro Micro Partners.  Each of Ibex Investors, Ibex Microcap, Macro Micro Partners, Ibex Investment Holdings and Mr. Borus disclaims beneficial ownership with respect to any shares other than the shares directly beneficially owned by such entity or person.

Brian D. Edgar: The Board believes that Mr. Edgar is qualified to serve as a director of the Company because of his extensive experience working with junior and mid-size natural resource companies, as well as his experience with and general knowledge of the capital markets.

Timothy T. Barry: The Board believes that Mr. Barry is qualified to serve as a director of the Company because of his geological education and background, and his significant experience with junior and mid-size natural resources companies, particularly early-stage natural resource companies.

Daniel J. Kunz: The Board believes that Mr. Kunz is qualified to serve as a director of the Company because of his significant experience in international mining, engineering and construction projects, and his many years of senior management and director experience.

John A. McClintock: The Board believes that Mr. McClintock is qualified to serve as a director of the Company because of his significant experience in all facets of the mineral exploration business, which includes managing large exploration organizations, as well as his education and general knowledge of the exploration industry.

The name, address, telephone number, fax number and e-mail address of the person submitting the recommendation.

The number of shares and description of the Company voting securities held by the person submitting the nomination and whether such person is holding the shares through a brokerage account (and if so, the name of the broker-dealer) or directly.

The name, address, telephone number, fax number and e-mail address of the person being recommended to the Corporate Governance and Nominating Committee to stand for election at the next annual meeting (the “proposed nominee”) together with information regarding such person’s education (including degrees obtained and dates), business experience during the past ten years, professional affiliations during the past ten years and other relevant information.

Information regarding any family relationships of the proposed nominee as required by Item 401(d) of SEC Regulation S-K.

Information whether the proposed nominee or the person submitting the recommendation has (within the ten years prior to the recommendation) been involved in legal proceedings of the type described in Item 401(f) of SEC Regulation S-K (and if so, provide the information regarding those legal proceedings required by Item 401(f) of SEC Regulation S-K).

Information regarding the share ownership of the proposed nominee required by Item 403 of SEC Regulation S-K.

Information regarding certain relationships and related party transactions of the proposed nominee as required by Item 404 of SEC Regulation S-K.

The signed consent of the proposed nominee in which he or she (1) consents to being nominated as a director of the Company if selected by the Corporate Governance and Nominating Committee; (2) states his or her willingness to serve as a director if elected for compensation not greater than that described in the most recent proxy statement; (3) states whether the proposed nominee is “independent” as defined by applicable laws; and (4) attests to the accuracy of the information submitted pursuant to paragraphs (i) through (vii) above.

Establish criteria for selection of potential directors, taking into consideration the following attributes that are desirable for a member of our Board: leadership, independence, interpersonal skills, financial acumen, business experiences, industry knowledge and diversity of viewpoints.  The Corporate Governance and Nominating Committee will periodically assess the criteria to ensure that they are consistent with best practices and the goals of the Company;

Identify individuals who satisfy the criteria for selection to the Board and, after consultation with the Chairman of the Board, make recommendations to the Board on new candidates for Board membership; and

Receive and evaluate nominations for Board membership that are recommended by existing directors, corporate officers or shareholders in accordance with policies set by the Corporate Governance and Nominating Committee and applicable laws.

All 2016, 2017, and 2018 CDN$ amounts have been converted to US$ using the CDN$/US$ exchange rate as of October 31, 2016, 2017, and 2018, respectively.

Amounts represent the calculated fair value of stock options granted to the named executive officers based on provisions of the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 718-10, Stock Compensation.  See Note 9 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2018 for a discussion regarding assumptions used to calculate fair value under the Black–Scholes valuation model.

Mr. Barry was appointed as Vice President – Exploration on September 1, 2010, and then as our President and Chief Executive Officer on February 25, 2011.  On February 26, 2013, Silver Bull entered into an amended and restated employment agreement with Mr. Barry that provides for an annual base salary of CDN$216,000 and that he is eligible to receive an annual bonus at the discretion of the Board.  The agreement was amended on June 4, 2015 to modify the severance amount payable in certain circumstances.  On February 23, 2016, Mr. Barry’s employment agreement was amended to reduce his annual base salary by 30% to CDN$151,200 effective as of January 16, 2016.  On June 24, 2016, Mr. Barry’s employment agreement was amended to increase his annual base salary to CDN$216,000 annually effective as of June 1, 2016.  On August 28, 2018, Mr. Barry’s employment was further amended (i) to increase his annual base salary to CDN$275,000 effective as of August 1, 2018, (ii) to make him eligible to receive an annual bonus upon attaining certain performance criteria set by the Board, and (iii) to revise the “Change of Control” definition to include transactions in which (A) the Company consummates a consolidation or merger in which the shareholders of the Company immediately prior to the transaction own less than 80% of the outstanding voting power of the Company following the transaction, and (B) the Company’s Chief Executive Officer resigns or is terminated as a result of such transaction.  For fiscal year 2018, Mr. Barry was paid an aggregate bonus of $52,828, which includes a special bonus of $30,000.

Mr. Fallis was appointed as the Company’s Chief Financial Officer on April 15, 2011.  From February 7, 2011 to April 14, 2011, he served as our Vice President – Finance.  On February 26, 2013, Silver Bull entered into an amended and restated employment agreement with Mr. Fallis that provides for an annual base salary effective as of March 1, 2013 of CDN$180,000 and that he is eligible to receive an annual bonus at the discretion of the Board.  The agreement was amended on February 26, 2015 and June 4, 2015 to modify the severance amount payable in certain circumstances.  The agreement was amended again on February 23, 2016 to reduce his annual base salary by 30% to CDN$126,000 effective as of January 16, 2016.  On June 24, 2016, Mr. Fallis’ employment agreement was amended to increase his annual base salary to CDN$180,000 effective as of June 1, 2016.  On August 28, 2018, Mr. Fallis’ employment was further amended (i) to increase his annual base salary to CDN$225,000 effective as of August 1, 2018, (ii) to make him eligible to receive an annual bonus upon attaining certain performance criteria set by the Board, and (iii) to revise the “Change of Control” to expand the list of qualifying transactions, as described above.  For fiscal year 2018, Mr. Fallis was paid an aggregate bonus of $44,023, which includes a special bonus of $25,000.

On February 26, 2013, Silver Bull entered into an amended and restated employment agreement with Mr. Edgar that provides for an annual base salary of CDN$90,000 and that he is eligible to receive an annual bonus at the discretion of the Board.  The agreement was amended on June 4, 2015 to modify the severance amount payable in certain circumstances.  The agreement was amended again on February 23, 2016 to reduce his annual base salary by 30% to CDN$63,000 effective as of January 16, 2016.  On June 24, 2016, Mr. Edgar’s employment agreement was amended to increase his annual base salary to CDN$90,000 effective as of June 1, 2016.  On August 28, 2018, Mr. Edgar’s employment was further amended to revise the “Change of Control” to expand the list of qualifying transactions, as described above.  For fiscal year 2018, Mr. Edgar was paid a special bonus of $20,000.

attracting and retaining highly qualified executives who share our Company values and commitment;

providing executives a compensation package that is fair and competitive, with contractual terms that offer them reasonable security; and

motivating executives to provide excellent leadership and achieve Company goals by linking short-term and long-term incentives to the achievement of business objectives, thereby aligning the interests of executives and shareholders.

the executive’s leadership and operational performance and potential to enhance long-term value to the Company’s shareholders;

the Company’s financial resources;

performance compared to the financial, operational and strategic goals established for the Company;

the nature, scope and level of the executive’s responsibilities;

competitive market compensation paid by other companies for similar positions, experience and performance levels; and

the executive’s current salary, and the appropriate balance between incentives for long-term and short-term performance.

a sale, lease or other disposition of all or substantially all of the assets of the Company;

a consolidation or merger of the Company with or into any other corporation or other entity or person (or any other corporate reorganization) in which the shareholders of the Company immediately prior to such consolidation, merger or reorganization, own less than fifty percent (50%) of the outstanding voting power of the surviving entity (or its parent) following the consolidation, merger or reorganization;

a transaction or series of related transactions pursuant to which any person, entity or group within the meaning of Section 13(d) or 14(d) of the Exchange Act, or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or an affiliate) acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the Company representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of directors; or

a transaction or series of transactions pursuant to which (A) (i) any person, entity or group within the meaning of Section 13(d) or 14(d) of the Exchange Act, or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or an affiliate) acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the Company representing at least twenty percent (20%) of the combined voting power entitled to vote in the election of directors or securities of the Company that, upon conversion or exchange of such securities, would represent at least twenty percent (20%) of the combined voting power entitled to vote in the election of directors, or (ii) a consolidation or merger of the Company with or into any other corporation or other entity or person (or any other corporate reorganization) in which the shareholders of the Company immediately prior to such consolidation, merger or reorganization, own less than eighty percent (80%) of the outstanding voting power of the surviving entity (or its parent) following the consolidation, merger or reorganization and (B) in connection with or as a result of such transaction or series of transactions, either (i) one-half (or more) of the members of the Board resign or are replaced with nominees designated by such person, entity or group or (ii) the chief executive officer of the Company resigns or is terminated as a result of such transaction or series of transactions.

Options vest in three equal installments: one-third on the grant date, one-third on the first anniversary of the grant date and one-third on the second anniversary of the grant date.

Exercise price of CDN$0.075 was converted based on the foreign currency exchange rate as of February 23, 2016 (CDN$1.00 = US$0.7277).

Exercise price of CDN$0.125 was converted based on the foreign currency exchange rate as of April 6, 2017 (CDN$1.00 = US$0.7458).

Exercise price of CDN$0.130 was converted based on the foreign currency exchange rate as of September 19, 2018 (CDN$1.00 = US$0.7721).

The options expiring on September 3, 2019 vest in two equal installments: one-half on the grant date and one-half on the first anniversary of the grant date.  The options expiring on February 22, 2021, April 5, 2022 and September 18, 2023 vest in three equal installments: one-third on the grant date, one-third on the first anniversary of the grant date and one-third on the second anniversary of the grant date.

Includes amounts that may be payable as cash bonuses as described in “Compensation Discussion and Analysis – Employment Agreements with our Named Executive Officers” granted under the executive officers’ employment agreements.

These options are described in “Compensation Discussion and Analysis – Option Grants to our Named Executive Officers” and in the “Compensation Discussion and Analysis – Outstanding Equity Awards at Fiscal Year-End” table.

Exercise price of CDN$0.130 was converted based on the foreign currency exchange rate as of September 19, 2018 (CDN$1.00 = US$0.7721).

Includes options to acquire 18,950,000 shares of Common Stock under the 2010 Plan.

Includes 3,850,155 shares of Common Stock available for issuance under the 2010 Plan.

The annual burn rate is calculated as the number of securities granted under the arrangement during the applicable fiscal year divided by the weighted average number of securities outstanding for the applicable fiscal year.

Amounts represent the calculated fair value of stock options granted to the named directors based on provisions of ASC 718-10, Stock Compensation.  See Note 9 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2018 for discussion regarding assumptions used to calculate fair value under the Black-Scholes valuation model.

Mr. Kunz was paid $26,000 during the fiscal year ended October 31, 2018, which includes $6,000 for serving as the Chair of the Audit Committee.

Mr. McClintock was paid $26,000 during the fiscal year ended October 31, 2018, which included $3,000 for serving as Chair of the Compensation Committee and $3,000 for serving as Chair of the Corporate Governance and Nominating Committee.

preapprove all audit services that the auditor may provide to us or any subsidiary (including, without limitation, providing comfort letters in connection with securities underwritings or statutory audits) as required by Section 10A(i)(1)(A) of the Exchange Act (as amended by the Sarbanes-Oxley Act of 2002); and

preapprove all non-audit services (other than certain de minimis services described in Section 10A(i)(1)(B) of the Exchange Act (as amended by the Sarbanes-Oxley Act of 2002)) that the auditors propose to provide to us or any of our subsidiaries.

A reserve of new shares of our Common Stock not exceed the lower of (i) 30,000,000 shares or (ii) 10% of the total shares outstanding at any point in time;

A term that expires on February 22, 2029;

Permitted awards include stock options (both incentive stock options and non-qualified stock options) and Common Stock bonuses; and

No excise tax gross-up on equity awards.

the 2019 Stock Option and Stock Bonus Plan (the “2019 Plan”), in the form attached as Appendix A to the proxy statement dated on or about February 27, 2019, is hereby approved and adopted as the equity incentive compensation plan of the Company;

the Company will have the ability to grant options under the 2019 Plan until the date that is three years from the date of the Meeting, being April 18, 2022; and

any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.”

“Board” shall mean the Board of Directors of the Corporation.

“Bonus” shall mean any Common Stock bonus issued pursuant to the provisions of this Plan.

“Change of Control” shall mean (i) a sale, lease or other disposition of all or substantially all of the assets of the Corporation, (ii) a consolidation or merger of the Corporation with or into any other corporation or other entity or person (or any other corporate reorganization) in which the shareholders of the Corporation immediately prior to such consolidation, merger or reorganization, own less than fifty percent (50%) of the outstanding voting power of the surviving entity (or its parent) following the consolidation, merger or reorganization, (iii) a transaction or series of related transactions pursuant to which any person, entity or group within the meaning of Section 13(d) or 14(d) of the U.S. Securities Exchange Act of 1934 (the “1934 Act”), or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Corporation or an affiliate) acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act, or comparable successor rule) of securities of the Corporation representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of directors or (iv) a transaction or series of transactions pursuant to which (A) (i) any person, entity or group within the meaning of Section 13(d) or 14(d) of the 1934 Act, or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Corporation or an affiliate) acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act, or comparable successor rule) of securities of the Corporation representing at least twenty percent (20%) of the combined voting power entitled to vote in the election of directors or securities of the Corporation that upon conversion or exchange of such securities, would represent at least twenty percent (20%) of the combined voting power entitled to vote in the election of directors, or (ii) a consolidation or merger of the Corporation with or into any other corporation or other entity or person (or any other corporate reorganization) in which the shareholders of the Corporation immediately prior to such consolidation, merger or reorganization, own less than eighty percent (80%) of the outstanding voting power of the surviving entity (or its parent) following the consolidation, merger or reorganization and (B) in connection with or as a result of such transaction or series of transactions, either (I) one-half (or more) of the members of the Corporation’s board of directors resign or are replaced with nominees designated by such person, entity or group or (II) the chief executive officer of the Corporation resigns or is terminated as a result of such transaction or series of transactions.

“Committee” shall mean any Committee appointed by the Board to administer this Plan, if one has been appointed.  If such Committee has been appointed, it shall be comprised solely of one or more directors or such other number of directors as may be required under applicable law.  If no Committee has been appointed, the term “Committee” shall mean the Board.

“Common Stock” shall mean the Corporation’s $0.01 par value common stock.

“Disability” shall mean a Recipient’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months.  If the recipient is covered by a disability insurance plan sponsored by the Corporation, the term “Disability” shall be as defined therein; provided, however, that the foregoing shall not apply in respect of any Incentive Stock Option granted under the Plan if such definition would be inconsistent with the definition of “disability” set forth in Section 22(e)(3) of the Code.

“Fair Market Value” per share as of a particular date shall mean the last sale price of the Corporation’s Common Stock as reported on the national securities exchange on which the stock is principally traded on such date, or if such date was not a trading date, on the immediately preceding trading date or, if such quotations are unavailable or if the Corporation’s Common Stock is not then listed on a national securities exchange, the value determined by the Committee in good faith in its sole discretion in accordance with the requirements of Section 409A of the Internal Revenue Code.

“Internal Revenue Code” shall mean the United States Internal Revenue Code of 1986, as amended from time to time.

“Recipient” shall mean any person granted an Option or awarded a Bonus hereunder.

The Plan shall be administered by, and all awards under the Plan shall be authorized by, the Committee.  The Committee shall have the authority in its discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically conferred under the Plan or necessary or advisable in the administration of the Plan, including the authority to grant Options and Bonuses; to determine the vesting schedule and other restrictions, if any, relating to Options and Bonuses; to determine the purchase price of the shares of Common Stock covered by each Option (the “Option Price”); to determine the persons to whom, and the time or times at which, Options and Bonuses shall be granted; to determine the number of shares to be covered by each Option or Bonus; to determine Fair Market Value per share; to interpret the Plan; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the Option and Bonus agreements (which need not be identical) entered into in connection with Options and Bonuses granted under the Plan; to establish the installments (if any) in which Options and Bonuses shall become exercisable or shall vest (which may include, without limitation, performance and/or time-based schedules); to establish any applicable performance targets; to establish the events of termination or reversion of any grants; to cancel, modify, or waive the Corporation’s rights with respect to, or modify, discontinue, suspend or terminate any or all outstanding grants, subject to any required consent under Section 12 or 13; and to make all other determinations deemed necessary or advisable for the administration of the Plan.  The Committee may delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable, and the Committee or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan.

Options and Bonuses granted under the Plan shall be evidenced by duly adopted resolutions of the Committee included in the minutes of the meeting at which they are adopted or in a unanimous written consent.

The Committee shall endeavor to administer the Plan and grant Options and Bonuses hereunder in a manner that is compatible with the obligations of persons subject to Section 16 of the 1934 Act, although compliance with Section 16 is the obligation of the Recipient, not the Corporation.  Neither the Committee, the Board nor the Corporation can assume any legal responsibility for a Recipient’s compliance with his or her obligations under Section 16 of the 1934 Act.  Grants of Options or Bonuses, and transactions in or involving grants of Options or Bonuses, intended to be exempt under Rule 16b-3 under the 1934 Act, must be duly and timely authorized by the Board or a committee consisting solely of two or more non-employee directors (as this requirement is applied under Rule 16b-3 promulgated under the 1934 Act).  To the extent required by any applicable stock exchange, this Plan shall be administered by a Committee composed entirely of independent directors (as defined by the rules of the applicable stock exchange).  Awards granted to non-employee directors shall not be subject to the discretion of any officer or employee of the Company and shall be administered exclusively by the Board or a committee consisting solely of independent directors.

Neither the Board, nor the Committee, nor any member thereof or person acting at the direction thereof, shall be liable for any action, omission, interpretation, construction or determination made in good faith with respect to the Plan or any Option or Bonus granted hereunder, and all such persons shall be entitled to indemnification and reimbursement by the Corporation in respect of any claim, loss, damage or expense (including, without limitation, legal fees) arising or resulting therefrom to the fullest extent permitted by law.  The foregoing right of indemnification shall be in addition to any right of indemnification set forth in the Corporation’s certificate of incorporation and bylaws, as the same may be amended from time to time, or under any directors and officers liability insurance coverage or written indemnification agreement with the Corporation that may be in effect from time to time.

Subject to certain limitations hereinafter set forth, Options and Bonuses may be granted to employees (including officers), consultants, and directors (whether or not they are employees) of the Corporation or its present or future divisions, affiliates and subsidiaries.  In addition, for Recipients who are subject to taxation in the United States, Options may be only be granted to those individuals in respect of whom the Company’s Common Stock would be “service recipient stock” as defined in the United States treasury regulations promulgated under Section 409A of the Internal Revenue Code.  In determining the persons to whom Options or Bonuses shall be granted and the number of shares to be covered by each Option or Bonus, the Committee shall take into account the duties of the respective persons, their present and potential contributions to the success of the Corporation, and such other factors as the Committee shall deem relevant to accomplish the purposes of the Plan.

There is no right of any person to receive a grant of an Option or Bonus under the Plan, and the Committee has absolute discretion to treat eligible persons differently from one another under the Plan.  Receipt of a grant of an Option or Bonus by a Recipient shall not create the right to receive future grants under the Plan, but a Recipient who has been granted an Option or Bonus may, if otherwise eligible, be granted additional Options or Bonuses if the Committee shall so determine.

The stock subject to Options or Bonuses hereunder shall be shares of Common Stock.  Such shares, in whole or in part, may be authorized but unissued shares or shares that shall have been or that may be reacquired by the Corporation.  Subject to adjustments as provided in Section 8(i), the aggregate number of shares of Common Stock as to which Options and Bonuses may be granted from time to time under the Plan shall not exceed the lower of (i) 30,000,000 shares or (ii) 10% of the total shares outstanding at such time, subject to adjustment as provided in Section 8(i) hereof.  Subject to adjustments as provided in Section 8(i), 23,586,821 shares of Common Stock shall be available under the Plan for issuance as Incentive Stock Options.

If any Option outstanding under the Plan for any reason expires or is terminated without having been exercised in full, or if any Bonus granted is forfeited because of vesting or other restrictions imposed at the time of grant, the shares of Common Stock allocable to the unexercised portion of such Option or the forfeited portion of the Bonus shall become available for subsequent grants of Options and Bonuses under the Plan.

Options granted pursuant to this Section 6 are intended to constitute Incentive Stock Options and shall be subject to the following special terms and conditions, in addition to the general terms and conditions specified in Section 8 hereof.  Only employees of Silver Bull Resources, Inc. and any “parent corporation” or “subsidiary corporation” within the meaning of Section 424 of the Code shall be entitled to receive Incentive Stock Options.

The aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted) of the shares of Common Stock with respect to which Incentive Stock Options granted under this and any other plan of Silver Bull Resources, Inc. or any “parent corporation” or “subsidiary corporation” within the meaning of Section 424 of the Code are exercisable for the first time by a Recipient during any calendar year may not exceed the amount set forth in Section 422(d) of the Internal Revenue Code.  To the extent that the aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted) of the shares of Common Stock with respect to which Incentive Stock Options first become exercisable by a Recipient in any calendar year exceeds $100,000, taking into account both Common Stock subject to Incentive Stock Options under this Plan and stock subject to Incentive Stock Options under all other plans of the Corporation or one of its subsidiaries (or any parent or predecessor corporation to the extent required by and within the meaning of Section 422 of the Internal Revenue Code and the regulations promulgated thereunder), such options shall be treated as Non-Qualified Stock Options.  In reducing the number of options treated as Incentive Stock Options to meet the $100,000 limit, the most recently granted options shall be reduced first.  To the extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the Committee may, in the manner and to the extent permitted by law, designate which shares of Common Stock are to be treated as shares acquired pursuant to the exercise of an Incentive Stock Option.

Incentive Stock Options granted under this Plan are intended to satisfy all requirements for incentive stock options under Section 422 of the Internal Revenue Code and the Treasury Regulations promulgated thereunder and, notwithstanding any other provision of this Plan, the Plan and all Incentive Stock Options granted under it shall be so construed, and all contrary provisions shall be so limited in scope and effect and, to the extent they cannot be so limited, they shall be void.

Number of Shares.  Each Option agreement shall state the number of shares of Common Stock covered by the Option.

Type of Option.  Each Option Agreement shall specify whether it is intended to be an Incentive Stock Option or a Non-Qualified Stock Option.

Option Price.  Subject to adjustment as provided in Section 8(i) hereof, each Option agreement shall state the Option Price, which shall be determined by the Committee subject only to the following restrictions:

Each Option Agreement shall state the Option Price, which (except as otherwise set forth in paragraphs 8(c)(2) hereof) shall not be less than 100% of the Fair Market Value per share on the date of grant of the Option.

Any Incentive Stock Option granted under the Plan to a person owning (or who is deemed to own under Section 424(d) of the Internal Revenue Code) more than ten percent of the total combined voting power of all classes of stock of Silver Bull Resources, Inc. or any “parent corporation” or “subsidiary corporation” within the meaning of Section 424 of the Code at the time the Option is granted shall be at a price of no less than 110% of the Fair Market Value per share on the date of grant of the Incentive Stock Option.

The date on which the Committee adopts a resolution expressly granting an Option shall be considered the day on which such option is granted, unless a future date is specified in the resolution.

Term of Option.  Each Option agreement shall state the period during and times at which the Option shall be exercisable, in accordance with the following limitations:

The date on which the Committee adopts a resolution expressly granting an Option shall be considered the day on which such Option is granted, unless a future date is specified in the resolution.

The exercise period of any Option shall not exceed ten years from the date of grant of the Option.

The exercise period of any Incentive Stock Options granted to a person owning more than ten percent of the total combined voting power of all classes of stock of Silver Bull Resources, Inc. and any “parent corporation” or “subsidiary corporation” within the meaning of Section 424 of the Code at the time the Option is granted shall not exceed five years from the date of grant of the Option.

The Committee shall have the authority to accelerate or extend the exercisability of any outstanding Option at such time and under such circumstances as it, in its sole discretion, deems appropriate, provided, however, that (i) the Committee shall not extend the exercise period of any outstanding Option held by an insider (as that term is defined or commonly used in applicable securities laws) without first obtaining the approval of disinterested shareholders of such extension, and (ii) no such extension shall result in a violation of Section 409A of the Internal Revenue Code or in the imposition of additional taxes or interest under Section 409A of the Internal Revenue Code.  In any event, no exercise period may be so extended to increase the term of the Option beyond ten years from the date of the grant.

The exercise period shall be subject to earlier termination as provided in Sections 8(f) and 8(g) hereof, and, furthermore, shall be terminated upon surrender of the Option by the holder thereof if such surrender has been authorized in advance by the Committee.

Method of Exercise and Medium and Time of Payment.

An Option may be exercised as to any or all whole shares of Common Stock as to which it then is exercisable, provided, however, that no Option may be exercised as to less than 100 shares (or such number of shares as to which the Option is then exercisable if such number of shares is less than 100).

Each exercise of an Option granted hereunder, whether in whole or in part, shall be effected by written notice to the Secretary of the Corporation (or his or her agent) designating the number of shares as to which the Option is being exercised, and shall be accompanied by payment in full of the Option Price for the number of shares so designated, together with any written statements required by, or deemed by the Corporation’s counsel to be advisable pursuant to, any applicable securities laws.

For a Recipient that is not a resident of Canada, the Option Price shall be paid in cash, or in shares of Common Stock or other property having a Fair Market Value equal to such Option Price, or in a combination of cash, shares and property and, subject to approval of the Committee, may be effected in whole or in part with funds received from the Corporation at the time of exercise as a compensatory cash payment.

The Committee shall have the sole and absolute discretion to determine whether or not property other than cash or Common Stock may be used to purchase the shares of Common Stock hereunder and, if so, to determine the value of the property received.

For a Recipient that is a resident of Canada, the Option Price shall be paid in cash.

The Recipient shall make provision for the withholding of taxes as required by Section 10 hereof.

In the alternative to Section 8(e)(3) or 8(e)(5), a Recipient may provide a written notice to the Corporation pursuant to which the Recipient agrees to transfer and dispose of a specified number of Options to the Corporation in exchange for a number of shares of Common Stock having a market value equal to the intrinsic value of such Options disposed of and transferred to the Corporation (“Net Settlement”).  The decision of whether or not to permit Net Settlement for any Option is in the sole discretion of the Corporation and will be made on a case by case basis.  Upon the Net Settlement of Options (the “Disposed Options”), the Corporation shall, subject to Section 10, deliver to the Recipient, that number of shares of fully paid and non-assessable Common Stock (“X”) equal to the number of shares of Common Stock issuable pursuant to the Disposed Options (“Y”) multiplied by the quotient obtained by dividing the result of the Fair Market Value of one share of Common Stock as determined as at the date of exercise (“B”) less the Option Price per shares of Common Stock (“A”) by the Fair Market Value of one share of Common Stock as determined as at the date of exercise (“B”).  Expressed as a formula, such number of shares of Common Stock shall be computed as follows:

Termination.

Unless otherwise provided in the Option Agreement by and between the Corporation and the Recipient, if the Recipient ceases to be an employee, officer, director or consultant of the Corporation (other than by reason of death or Disability), all vested Options theretofore granted to such Recipient but not theretofore exercised shall terminate upon the earlier of (i) three months following the date the Recipient ceased to be an employee, officer, director or consultant of the Corporation, and (ii) the end of the originally scheduled term of the option, provided that such vested Options shall expire upon the date of termination of employment or other relationship if discharged for cause.  Any options that were not vested as of the date of termination shall expire immediately upon the date the Recipient ceases to be an employee, officer, director or consultant of the Corporation.

Nothing in the Plan or in any Option or Bonus granted hereunder shall confer upon an individual any right to continue in the employ of or other relationship with the Corporation or interfere in any way with the right of the Corporation to terminate such employment or other relationship between the individual and the Corporation.

Death or Disability of Recipient.  Unless otherwise provided in the Option Agreement by and between the Corporation and the Recipient, if a Recipient shall die while an employee, officer, director or consultant of the Corporation, or within the three month period described in Section 8(f)(1) above, or if the Recipient’s relationship with the Corporation shall terminate by reason of Disability, all vested Options theretofore granted to such Recipient, may be exercised by the Recipient or by the Recipient’s estate or by a person who acquired the right to exercise such Options by bequest or inheritance or otherwise by reason of the death or Disability of the Recipient, until the earlier of (i) one year after the date of death or Disability of the Recipient; or (ii) the end of the originally scheduled term of the option.  Any Options that are not vested as of the date the Recipient’s employment or the relationship with the Corporation terminates as a result of death or Disability shall expire immediately on the date such service relationship terminates.

Transferability Restriction.

Options granted under the Plan shall not be transferable other than by will or by the laws of descent and distribution or with respect to a Non-Qualified Stock Option, pursuant to a qualified domestic relations order as defined by the Internal Revenue Code or Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the rules thereunder.  Options may be exercised during the lifetime of the Recipient only by the Recipient and thereafter only by his or her legal representative.

Any attempted sale, pledge, assignment, hypothecation or other transfer of an Option contrary to the provisions hereof and/or the levy of any execution, attachment or similar process upon an Option, shall be null and void and without force or effect and shall result in a termination of the Option.

(A) As a condition to the transfer of any shares of Common Stock issued upon exercise of an Option granted under this Plan, the Corporation may require an opinion of counsel, satisfactory to the Corporation, to the effect that such transfer will not be in violation of the U.S. Securities Act of 1933, as amended (the “1933 Act”), or any other applicable securities laws or that such transfer has been registered under federal and all applicable state securities laws.  (B) Further, the Corporation shall be authorized to refrain from delivering or transferring shares of Common Stock issued under this Plan until the Committee determines that such delivery or transfer will not violate applicable securities laws and the Recipient has tendered to the Corporation any federal, state or local tax owed by the Recipient as a result of exercising the Option or disposing of any Common Stock when the Corporation has a legal liability to satisfy such tax.  (C) The Corporation shall not be liable for damages due to delay in the delivery or issuance of any stock certificate for any reason whatsoever, including, but not limited to, a delay caused by listing requirements of any securities exchange or any registration requirements under the 1933 Act, the 1934 Act, or under any other state, federal or provincial law, rule or regulation.  (D) The Corporation is under no obligation to take any action or incur any expense in order to register or qualify the delivery or transfer of shares of Common Stock under applicable securities laws or to perfect any exemption from such registration or qualification.  (E) Furthermore, the Corporation will not be liable to any Recipient for failure to deliver or transfer shares of Common Stock if such failure is based upon the provisions of this paragraph.

Effect of Certain Changes.

If any change is made in the Common Stock without the receipt of consideration by the Corporation (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Corporation), the Plan will be appropriately adjusted in the class(es) and maximum number of securities subject to the Plan, and the outstanding Options and Bonuses will be appropriately adjusted in the class(es) and number of securities and price per share of Common Stock (if applicable) subject to such outstanding Options and Bonuses.  The Board shall make such adjustments, and its determination shall be final, binding and conclusive; provided that each Option granted pursuant to this Plan shall not be adjusted in a manner that (i) causes such Option to fail to continue to qualify as an Incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code, if the Option was originally intended to be an Incentive Stock Option, or (ii) causes the Option to become subject to Section 409A of the Internal Revenue Code.

The treatment of any Options or Bonuses held by a Recipient upon a Change of Control may be provided for in the applicable Option Agreement or other award document delivered to the Recipient.

Except as expressly provided in this Section 8(i), the Recipient shall have no rights by reason of any subdivision or consolidation of shares of stock of any class, or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, or by reason of any dissolution, liquidation, merger, or consolidation or spin-off of assets or stock of another corporation; and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option.  The grant of an Option or Bonus pursuant to the Plan shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structures, or to merge or consolidate, or to dissolve, liquidate, or sell or transfer all or any part of its business or assets.

No Rights as Shareholder - Non-Distributive Intent.

Neither a Recipient of an Option nor such Recipient’s legal representative, heir, legatee or distributee, shall be deemed to be the holder of, or to have any rights of a holder with respect to, any shares subject to such Option until after the Option is exercised and the shares are issued.

No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as provided in Section 8(i) hereof.

Upon exercise of an Option at a time when there is no registration statement in effect under the 1933 Act relating to the shares issuable upon exercise, shares may be issued to the Recipient only if the Recipient represents and warrants in writing to the Corporation that the shares purchased are being acquired for investment and not with a view to the distribution thereof and provides the Corporation with sufficient information to establish an exemption from the registration requirements of the 1933 Act.  A form of subscription agreement containing representations and warranties deemed sufficient as of the date of adoption of this Plan is attached hereto as Exhibit B.

No shares shall be issued upon the exercise of an Option unless and until there shall have been compliance with any then applicable requirements of the U.S. Securities and Exchange Commission or any other regulatory agencies having jurisdiction over the Corporation.

Other Provisions.  Option Agreements authorized under the Plan may contain such other provisions, including, without limitation, (i) the imposition of restrictions upon the exercise, and (ii) in the case of an Incentive Stock Option, the inclusion of any condition not inconsistent with such Option qualifying as an Incentive Stock Option, as the Committee shall deem advisable.

At the time of grant of a Bonus, the Committee may impose a vesting period of up to ten years, and such other restrictions which it deems appropriate.  Unless otherwise directed by the Committee at the time of grant of a Bonus, the Recipient shall be considered a shareholder of the Corporation as to the Bonus shares which have been issued to the grantee at any time regardless of any forfeiture provisions which have not yet arisen.

The grant of a Bonus and the issuance and delivery of shares of Common Stock pursuant thereto shall be subject to approval by the Corporation’s counsel of all legal matters in connection therewith, including compliance with the requirements of the 1933 Act, the 1934 Act, other applicable securities laws, rules and regulations, and the requirements of any stock exchanges upon which the Common Stock then may be listed.  Any certificates prepared to evidence Common Stock issued pursuant to a Bonus grant shall bear legends as the Corporation’s counsel may deem necessary or advisable.  Included among the foregoing requirements, but without limitation, any Recipient of a Bonus at a time when a registration statement relating thereto is not effective under the 1933 Act shall execute a Subscription Agreement substantially in the form of Exhibit B, as the same may be modified by the Committee from time to time.

(1) Subject to the policies, rules and regulations of any lawful authority having jurisdiction (including any exchange with which the shares of the Corporation are listed for trading), the Board may at any time, without further action by the shareholders, amend the Plan or any Option granted hereunder in such respects as it may consider advisable and, without limiting the generality of the foregoing, it may do so to ensure that Options granted hereunder will comply with any provisions respecting stock options in the income tax and other laws in force in any country or jurisdiction of which any Option holders may from time to time be a resident or citizen, or it may at any time without action by shareholders terminate the Plan.

Except as provided in Section 8 hereof, no suspension, termination, modification or amendment of the Plan may adversely affect any Option previously granted, unless the written consent of the Recipient is obtained, provided, however that no such consent shall be required with respect to any modification or amendment deemed necessary in the good faith judgment of the Board to comply with (or be exempt from) the requirements of Section 409A of the Internal Revenue Code.

This Plan was approved by resolution of the Board of Directors of the Corporation on February 22, 2019.

If this Plan is not approved by the shareholders of the Corporation within 12 months of the date the Plan was approved by the Board as required by Section 422(b)(1) of the Internal Revenue Code, this Plan and any Options granted hereunder to Recipients shall be and remain effective, but the reference to Incentive Stock Options herein shall be deleted and all Options granted hereunder shall be Non-Qualified Stock Options pursuant to Section 7 hereof.

Except as otherwise provided herein or in Section 8 of the Plan, the Option [shall vest and become exercisable as follows: [insert vesting schedule], provided, however, that no option shall vest or become exercisable unless the Recipient is an employee, consultant, officer or director of the Corporation on such vesting date][may be exercised in whole or in part at any time during the term of the Option].

The Option may not be exercised at any one time as to fewer than 100 shares (or such number of shares as to which the Option is then exercisable if such number of shares is less than 100).

The Option may be exercised by written notice to the Secretary of the Corporation (or his or her agent) accompanied by payment in full of the Option Price as provided in Section 8 of the Plan.  Additionally, the Option may be exercised by way of a cashless exercise, whereby if the notice of exercise to the Corporation specifies that the exercise of the Option is made by way of a cashless exercise, then the Corporation shall deliver to the Recipient, without further payment by the Recipient of the Option Price or any cash or other consideration, the number of shares of Common Stock computed using the following formula: