Exhibit 10.1

NOTE PURCHASE AGREEMENT SILVER BOW MINING CORP.

This Note Purchase Agreement (this “Agreement”) is entered into as of October 2, 2026 (the “Effective Date”), by and between Silver Bow Mining Corp., a British Columbia corporation (the “Company”), and Ocean Partners UK Limited., a United Kingdom corporation (“Investor”).

RECITALS

WHEREAS, the Company desires to obtain financing through the issuance and sale of secured promissory note to fund operating expenses and the advancement of the Company’s Rainbow Block project in Butte, Montana and it’s to be acquired Jefferson County Metallurgical Complex, in Jefferson County, Montana (the “Complex”), including the Montana Tunnels Mine (the “Montana Tunnels Mine”);

WHEREAS, the Investor desires to purchase a secured promissory note from the Company upon the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I - DEFINITIONS

1.1       Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person.

“Aggregate Face Amount” means an aggregate principal face amount of $5,000,000.

“Business Day” means any day other than Saturday, Sunday, or a day on which commercial banks in New York, New York or Delaware are authorized or required by law to remain closed.

“Closing” has the meaning described in Article XI.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, security interest, or other similar restriction of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any security interest).

“Maturity Date” has the meaning set forth in Section 3.2.

“Montana Goldfields” means Montana Goldfields, Inc.

“MTGF Note” means the secured promissory note for $28.58 million between the Company and Montana Goldfields under the Purchase Agreement.

“Note” means the Secured Promissory Note issued hereunder in the form attached hereto as Exhibit A.

“Person” means any individual, corporation, company, partnership, association, joint venture, trust, unincorporated association, government or governmental authority.

“Purchase Agreement” means the Asset Purchase Agreement, dated August 21, 2026, by and among the Company, Silver Bow Tunnels Corp., Montana Goldfields and Montana Tunnels Mining, Inc. for the purchase of the Complex and the Montana Tunnels Mine.

“Regulation D” means Regulation D under the Securities Act.

“Securities” means the Note.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Agreement” means the security agreement dated October 2, 2026, by and between the Company and the Investor in the form attached hereto as Exhibit B.

“Transaction Documents” means this Agreement, the Note, the Security Agreement and any and all other agreements that will be entered into by the parties at the Closing in connection with the transactions contemplated by this Agreement.

“United States” means the “United States” as defined in Regulation S under the Securities Act;

“U.S. Investor” means an Investor that means any Investor that (i) is a person in the United States or that is a U.S. Person; (ii) is purchasing for the account or benefit of a U.S. Person or person in the United States, (iii) receives or received an offer of the securities of the Company while in the United States; or (iv) is in the United States at the time such purchaser’s buy order was made or this Subscription Agreement was executed or delivered, excluding, however, any discretionary account (other than an estate or trust) held for the benefit or account of a non-U.S. Person by a professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

“U.S. Person” means a “U.S. person” as defined in Regulation S under the Securities Act.

ARTICLE II - PURCHASE AND SALE OF NOTES

2.1       Purchase and Sale. Subject to the terms and conditions of this Agreement, at the applicable Closing, the Investor agrees to purchase from the Company, and the Company agrees to sell and issue to the Investor, the Note having the Aggregate Face Amount for payment of the Purchase Price pursuant to Section 2.2 hereof.

2.2       Purchase Price. The purchase price for the Note shall be funded through the Investor paying to the Company (or its designated creditors directly) $5,000,000.00 in cash at Closing (the “Purchase Price”).

ARTICLE III - TERMS OF THE NOTES

3.1       Form of Notes. The Notes shall be substantially in the form attached hereto as Exhibit A and incorporated herein by reference.

3.2       Maturity. The Note shall mature on March 31, 2027 (the “Maturity Date”).

3.3       Interest. The Note shall bear an interest at the 12-month Secured Overnight Financing Rate as provided by the CME Group plus 6.75% per annum (the “Interest Rate”), payable monthly in arrears on the first Business Day of each month starting November 1, 2026 (the “Interest”). In the case that an Event of Default has occurred and is ongoing, the Note shall bear interest at a rate equal to the Interest Rate plus an additional 6% per annum (the “Default Interest Rate”).

3.4       Security. The Notes shall be secured by a first-priority senior security interest in the MTGF Note pursuant to the Security Agreement and the assignment of Company’s rights under the MTGF Note (the “Collateral”) and such other security agreements, instruments and documents as may be necessary to create, perfect and maintain such security interest in the MTGF Note (collectively, the “Security Documents”).

ARTICLE IV – PAYMENT

4.1       Prepayment. The Note may be prepaid by the Company, in whole or in part, at any time prior to the Maturity Date, upon 10 Business Days written notice to the Investor and payment of an early repayment penalty equal to 1% of the amount of the Note being prepaid, payable at the time of the prepayment of the Note (“Prepayment Penalty”).

4.2       Final Payment. The Note shall not amortize but will either (i) be netted against the tranche A draw (the “Tranche A Draw”) under the concentrate prepayment facility (the “Facility”) to be entered into between the Company and the Investor concurrently with the final closing (the “Final Closing”) of the Complex under the Purchase Agreement, in which case the Aggregate Amount of the Note and any accrued and unpaid Interest will be credited towards the payment due and payable by the Investor in connection with the Tranche A Draw under the Facility and the Note will be deemed paid in full and cancelled or (ii), if the Final Closing does not occur prior to the Maturity Date, be paid in one lump sum payment of the Aggregate Face Amount and any accrued and unpaid Interests at the Maturity Date.

4.3       Acceleration Upon Change of Control. In the event of any merger, acquisition or other transaction resulting in a Change of Control (as defined in the Note) in which the Company is not the surviving entity, the Investor may elect to require the Aggregate Face Amount of the Note, together with any Interest thereon and other amounts then due and payable thereunder, to become immediately due and payable in cash upon the closing of such Change of Control.

ARTICLE V - USE OF PROCEEDS

5.1       Use of Proceeds. The Company shall use the proceeds from the sale of the Note solely for the advancement of the Rainbow Block and, when acquired, the Complex, including the Montana Tunnels Mine.

ARTICLE VI - REPRESENTATIONS AND WARRANTIES

6.1       Company Representations. The Company hereby represents and warrants to each Investor that:

(a)       Organization and Corporate Power. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the Province of British Columbia and has all requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder.

(b)       Authorization. The execution, delivery, and performance of this Agreement and the issuance of the Note have been duly authorized by all necessary corporate action on the part of the Company.

(c)       Valid Issuance. The Note, when issued in accordance with this Agreement, will be validly issued and free from all liens, claims, and encumbrances.

(d)       No Conflicts. The execution and delivery of this Agreement and the performance of the Company’s obligations hereunder will not conflict with or result in a breach of the Company’s certificate of incorporation or bylaws, or any agreement to which the Company is a party.

(e)       Enforceability. Each of the Transaction Documents executed, or to be executed, by the Company has been, or will be, duly executed and delivered by the Company and constitutes, or will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

6.2       Investor Representations. The Investor hereby represents and warrants to the Company that:

(a)       Accredited Investor Status. If the Investor is a U.S. Investor, the Investor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D.

(b)       Investment Intent. The Investor is acquiring the Note for investment purposes only and not with a view to distribution thereof. The Investor understands that the Note has not been registered under the Securities Act or the applicable securities laws of any state of the United States, is a “restricted securities” under Rule 144 under the Securities Act, and may not be offered, sold or transferred except in compliance with registration under the Securities Act or an applicable

exemption therefrom and in accordance with the applicable securities laws of any state of the United States.

(c)       Sophistication. The Investor has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the investment in the Note. The Investor is capable of bearing the economic risk of the investment and can afford to hold the Note for an indefinite period and can afford the complete loss of the investment.

(d)       No General Solicitation. The Investor’s decision to invest was not the result of any form of general solicitation or advertising, and the Investor had a pre-existing relationship with the Company or was introduced to this investment opportunity through means that did not constitute general solicitation under the Securities Act.

(e)       Access to Information. The Investor has had access to all information regarding the Company and this investment that the Investor considers necessary or appropriate for making an informed investment decision. The Investor has had the opportunity to ask questions of the Company’s management and has received satisfactory answers to all such questions.

(f)       Independent Investigation. The Investor has conducted its own independent investigation and analysis of the Company and this investment opportunity and has not relied upon any representations or warranties of the Company other than those expressly set forth in this Agreement.

(g)       Legal and Tax Advice. The Investor has been advised to consult, and has consulted to the extent deemed appropriate by such Investor, with the Investor’s own attorney, accountant, and other advisors with respect to legal, tax, and other consequences of this investment.

ARTICLE VII - COVENANTS

7.1       Security Interest. The Company shall, and shall cause each applicable subsidiary to, execute and deliver the Security Agreement and take all actions reasonably necessary to grant, create, perfect, maintain and protect the first-priority senior security interest contemplated thereby, including the execution and filing of any financing statements, deeds of trust, pledge agreements, guaranties and other instruments necessary or appropriate to evidence, perfect or maintain such security interest.

ARTICLE VIII - EVENTS OF DEFAULT

8.1       Events of Default. The following shall constitute “Events of Default” under this Agreement and the Note:

(a)       failure by the Company to pay any amount due under the Note when due and payable if not cured within five (5) Business Days;

(b)       the occurrence of any default under, redemption of or acceleration prior to maturity of any indebtedness of the Company or any of its subsidiaries in an aggregate principal amount of at least $5,000,000;

(c)       the Company or any of its subsidiaries (i) becomes insolvent, (ii) makes a general assignment for the benefit of its creditors, (iii) commences a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law, or (iv) commences any other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts;

(d)       any involuntary bankruptcy, insolvency, reorganization, liquidation or other proceeding for the relief of debtors is commenced against the Company or any of its subsidiaries and such proceeding is not dismissed or discharged within forty-five (45) days after its commencement;

(e)       a court of competent jurisdiction enters any decree, order, judgment or similar document in respect of the Company or any of its subsidiaries granting relief in any voluntary or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law;

(f)       a receiver, trustee, custodian, liquidator or similar official is appointed for the Company or any of its subsidiaries or for all or any material portion of its respective assets;

(g)       one or more final judgments for the payment of money aggregating in excess of $5,000,000 are rendered against the Company or any of its subsidiaries and remain unbonded, undischarged or unstayed for a period of thirty (30) days following the entry thereof;

(h)       failure by the Company or any of its subsidiaries to pay when due any indebtedness or other debt in excess of $5,000,000 owing to any third party, subject to any applicable grace or cure period;

(i)       any representation or warranty made by the Company or any of its subsidiaries in this Agreement, the Note or any other definitive document entered into in connection with the issuance or purchase of the Notes proves to have been materially false or misleading when made;

(j)       failure by the Company or any of its subsidiaries to perform or comply with any material covenant or agreement contained in this Agreement, the Note or any other definitive document entered into in connection with the issuance or purchase of the Note, which failure, if capable of cure, continues for thirty (30) days after written notice thereof to the Company;

(k)       any material damage to, or loss, theft or destruction of, the Collateral or other assets of the Company or any of its subsidiaries that is material to the business of the Company and its subsidiaries, considered as a whole, to the extent such damage, loss, theft or destruction is not reimbursed by insurance;

(l)       any event of default occurs under any other indebtedness of the Company or any of its subsidiaries; or

(m)       the Company dissolves or liquidates, or takes any corporate action to authorize its dissolution or liquidation, other than as expressly permitted under this Agreement.

8.2       Remedies. Upon the occurrence of an Event of Default, the Note will bear interest at the Default Interest Rate and, upon written notice by the Investor to the Company, the Note shall become immediately due and payable.

ARTICLE IX - AMENDMENTS AND WAIVERS

9.1       Amendments to Note. Any amendment to the Transaction Documents shall require the written consent of the Company and the Investor.

ARTICLE X – CONDITIONS TO CLOSING

10.1       Conditions to Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the Investor at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Investor with prior written notice thereof:

10.2       Conditions to the Investor’s Obligation to Buy. The obligation of the Investor hereunder to purchase its Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof:

ARTICLE XI – CLOSING

The purchase and sale of the Notes shall occur promptly following satisfaction or waiver of the conditions in Article X. Closing shall occur by electronic exchange of signatures to the Transaction Documents.

ARTICLE XII - MISCELLANEOUS

12.1       Governing Law. This Agreement shall be governed by and construed in accordance with the laws of England, without regard to its conflict of laws principles.

12.2       Confidentiality. The terms and conditions of this Agreement are confidential and shall not be disclosed except to the parties hereto and their respective legal advisors; provided, however, that the Investor may disclose this Agreement in accordance with applicable law, including, without limitation the requirements of the Securities Act or the Exchange Act or in connection with the filing of any registration statement.

12.3       Legal Fees. Each party shall bear its own legal fees and expenses incurred in connection with the negotiation, preparation, execution and consummation of the transactions contemplated by this Agreement.

12.4       [Reserved]

12.5       Tax Consequences. All tax consequences in connection with the Notes shall be borne by the Investor.

12.6       Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

12.7       Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.8       Entire Agreement. This Agreement, together with the Transaction Documents, including the Notes and Exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof.

12.9       No Third-Party Beneficiaries. Except as expressly set forth in this Agreement, this Agreement is intended solely for the benefit of the parties hereto and their respective permitted successors and assigns, and nothing herein, express or implied, shall give or be construed to give to any person or entity, other than the parties hereto, any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Exhibit 10.2

EXHIBIT A
TO
NOTE PURCHASE AGREEMENT

SECURED PROMISSORY NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THIS NOTE.

SECURED PROMISSORY NOTE

FOR VALUE RECEIVED, Silver Bow Mining Corp. (the “Company”), hereby promises to pay to the order of Ocean Partners UK Limited (including any future holder of this Note, the “Lender” together with the Company, the “Parties”), the principal amount of Five Million Dollars United States Dollars ($5,000,000.00) upon the terms and subject to the conditions set forth herein (this “Note”). This Note is issued pursuant to that certain Note Purchase Agreement, dated as of September [●], 2026, by and between the Company and the Lender (the “Purchase Agreement”), and is secured pursuant to that certain security agreement between the Company and the Lender of even date herewith (the “Security Agreement”). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Purchase Agreement.

1.                  Payments. Unless a Net Settlement has occurred pursuant to Section 4 hereof prior to the Maturity Date, the principal amount of this Note shall be due and payable in full on the Maturity Date (as defined herein).

2.                  Maturity. The maturity date shall be March 31, 2027 (the “Maturity Date”). All payments shall be made in lawful money of the United States at such place as the Lender may designate in writing.

3.                  Interest. This Note bears interest at the 12-month Secured Overnight Financing Rate as provided by the CME Group plus 6.75% per annum (the “Interest Rate”), payable monthly in arrears on the first Business Day of each month starting November 1, 2026 (the “Interest”). Any accrued and unpaid interest shall be payable on the Maturity Date. If an Event of Default (as defined below) occurs and is ongoing, this note shall bear interest at a rate equal to the Interest Rate plus an additional 6% per annum (the “Default Interest Rate”).

4.                  Net Settlement. This Note will be netted against the tranche A draw (the “Tranche A Draw”) under the concentrate prepayment facility (the “Facility”) to be entered into between

the Company and the Lender concurrently with the final closing (the “Final Closing”) of the Complex under the Purchase Agreement, in which case the Aggregate Amount of the Note and any accrued and unpaid Interest will be credited towards the payment due and payable by the Investor in connection with the Tranche A Draw under the Facility and the Note will be deemed paid in full and cancelled.

5.                  Prepayment. The Note may be prepaid by the Company at any time, in whole or in part, at any time prior to the Maturity Date, upon 10 Business Days written notice to the Lender and payment of an early repayment penalty equal to 1% of the amount of the Note being prepaid, payable at the time of the prepayment of the Note (“Prepayment Penalty”).

6.                  Event of Default. The “Events of Default” applicable to this Note shall be those set forth in Section 8.1 of the Purchase Agreement. Upon the occurrence of an Event of Default, this Note shall bear interest at the Default Interest Rate and, upon written notice to the Company by the Lender, shall immediately become due and payable. The rights and remedies provided upon an Event of Default shall be in addition to all other rights and remedies available under the Purchase Agreement, the Security Documents and applicable law, all of which shall be cumulative.

7.                  Security Interest. Payment of all amounts due or to become due under this Note and all other obligations of the Company under the Note are secured by a first-priority security interest in the Collateral described in the Security Agreement.

8.                  Change of Control. A “Change of Control” shall be deemed to have occurred if, after the Effective Date, (i) the beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities representing more than 50% of the combined voting power of the Company is acquired by any “person” as defined in sections 13(d) and 14(d) of the Exchange Act (other than the Company, any subsidiary of the Company, or any trustee or other fiduciary holding securities under an employee benefit plan of the Company), (ii) the merger or consolidation of the Company with or into another corporation where the shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any) in substantially the same proportion as their ownership of the Company immediately prior to such merger or consolidation, or (iii) the sale or other disposition of all or substantially all of the Company’s assets to an entity, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned directly or indirectly by shareholders of the Company, immediately prior to the sale or disposition, in substantially the same proportion as their ownership of the Company immediately prior to such sale or disposition. Upon the occurrence of a Change of Control, the Lender may, in accordance with Section 4.3 of the Purchase Agreement, elect to require the Aggregate Face Amount of the Note, together with any Interest thereon and other amounts then due and payable thereunder, to become immediately due and payable in cash upon the closing of such Change of Control.

9.                  Notices. All notices provided for in this Note shall be in writing and deemed to be duly given upon (a) personal delivery, (b) four (4) Business Days after deposit in the United States

mail, certified or registered, postage prepaid, (c) one (1) Business Day after deposit with a reputable, national overnight courier service for next business day delivery with all charges prepaid, or (d) confirmed fax transmission or email to an email address provided by Lender. Other than as expressly required herein, the Company waives presentment and demand for payment, protest, notice of protest, and notice of dishonor. Notices shall be sent to the Parties at the following addresses (or to such other address or electronic mail address as a party may designate by notice given in accordance with this Section):

If to Company:

Silver Bow Mining Corp.

Attn: C. Travis Naugle

Address: 1401 Idaho Street

Butte, Montana 59701

If to Lender:

Ocean Partners UK Limited

Brent Omland

43 Danbury Road

Wilton, CT, 06897

10.              Governing Law. This Note, and any disputes arising under this Note, will be governed by and construed in accordance with the laws of England, without regard to provisions of English law concerning conflicts of laws.

11.              Savings Clause. If any provision of this Note is determined to be invalid, illegal or unenforceable, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable or, if such modification is not possible, deemed deleted, without affecting the validity or enforceability of the remaining provisions of this Note.

12.              Transfer; Successors and Assigns. This Note is in registered form within the meaning of 26 C.F.R. Section 1.871-14(c)(1)(i) for United States federal income and withholding tax purposes. Except as set forth below, this Note may be transferred only in compliance with any applicable laws and upon its surrender to the Company for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form reasonably satisfactory to the Company. Notwithstanding the foregoing, the Lender may not sell, transfer, assign, pledge or hypothecate this Note, in whole or in part, without the prior written consent of the Company, which consent may be granted or withheld in the Company’s sole discretion; provided, that no such consent shall be required for a transfer or assignment to an Affiliate of the Lender. Upon such transfer, this Note shall be reissued to and registered in the name of the transferee, or a new Note representing the then outstanding principal amount shall be issued and registered in the name of the transferee.

13.              Waiver and Amendment. Notwithstanding anything to the contrary herein, amendments and waivers with respect to this Note shall be affected in the manner set forth in Article IX of the Purchase Agreement, and any such amendment or waiver approved in accordance therewith shall be binding on the Lender hereof.

14.              Collection Costs. In the event of any action, arbitration or other proceeding to enforce or interpret this Note or any of the Security Documents, the prevailing party shall be entitled to recover from the non-prevailing party, on demand, its reasonable and documented costs and expenses incurred in connection therewith, including, without limitation, reasonable attorneys’ fees and expenses, court costs, costs of collection, costs of protecting, preserving or enforcing the Collateral, costs incurred in any bankruptcy, insolvency or restructuring proceeding, and all costs incurred on appeal or in any post-judgment proceedings.

[Remainder of Page Intentionally Left Blank]

The Parties have entered into this Secured Promissory Note as of the date first above written.

 Acknowledgement

 Exhibit 10.3

EXHIBIT B 

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (as amended, restated, supplemented, or otherwise modified, this “Agreement”) is made and entered as of October 2, 2026, by SILVER BOW MINING, INC. (“Grantor”), for the benefit of OCEAN PARTNERS UK LIMITED (“Lender”). Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Note (as defined below).

WITNESSETH:

WHEREAS, Grantor and Lender are parties to those certain Secured Promissory Note dated as of October 2, 2026 in the principal amount of $5,000,000.00 (the “Note”);

WHEREAS, Grantor and Lender are parties to a Note Purchase Agreement, dated October 2, 2026 (the “Purchase Agreement”), which contemplates, among other things, that the Note will be secured by a first-priority pledge of the Grantor’s rights under that certain secured promissory note for $28.58 million between the Company and Montana Goldfields, Inc.(the “MTGF Note”) under the Asset Purchase Agreement, dated August 21, 2026, by and among the Company, Silver Bow Tunnels Corp., Montana Goldfields and Montana Tunnels Mining, Inc. (the “APA”) for the purchase of the Jefferson County Metallurgical Complex, in Jefferson County, Montana (the “Complex”), including the Montana Tunnels Mine (the “Montana Tunnels Mine”); and

WHEREAS, to secure the prompt payment and performance of all obligations of Grantor under the Note and this Agreement, Grantor agrees to grant to Lender a first-priority security interest in its rights under the MTGF and to, upon the occurrence of an Event of Default, complete the assignment of the MTGF to the Lender.

NOW, THEREFORE, for and in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

A.       PLEDGE OF COLLATERAL

1.       Pledge. Grantor hereby grants to Lender a continuing first-priority security interest in the following collateral, existing as of the date hereof (collectively, the “Collateral”):

Grantor from time to time shall execute all such documents, and take all such other actions as Lender may reasonably request from time to time to perfect, confirm and/or evidence the security interest granted hereby as a perfected security interest (including without limitation, assigning and delivering to Lender stock certificates, along with stock powers duly executed in blank with respect to the Collateral that are certificated securities and executing control agreements or taking such other actions as Lender may reasonably request with respect to any uncertificated Pledged Interests to perfect or maintain the perfection of Lender’s security interest therein).

Grantor authorizes Lender to file such UCC financing statements, amendments, and continuation statements covering the Collateral and containing such collateral descriptions as are reasonably necessary to perfect or to maintain the perfection of Lender’s security interest. Grantor agrees to pay all taxes, fees, costs and expenses (including reasonable and documented attorneys’ fees and expenses) incurred by Lender in connection with the preparation, filing or recordation thereof.

2.       Payments. So long as no Event of Default shall have occurred and be continuing, Grantor shall have the sole right to receive all payments and other distributions arising from the Collateral. Upon the occurrence and during the continuance of an Event of Default, (i) Grantor’s right to receive such payments and other distributions shall terminate upon five (5) Business Days’ prior written notice to Grantor, unless and until reinstated in writing by Lender, and (ii) Lender shall be entitled, in addition to any other rights contained herein, to receive all dividends and other distributions arising from the Collateral. Any portion of the Collateral received by Grantor in violation of this Agreement shall remain subject to Lender’s security interest and lien hereunder, shall be immediately delivered to Lender in the same form as received, except for any necessary endorsements, and, pending such delivery, shall be held in trust for Lender by Grantor and kept separate from Grantor’s other assets.

3.       Representations; Covenants. Grantor represents, warrants and covenants to Lender as follows:

a.        Grantor is the legal and beneficial owner of, has good and marketable title to, and has full right and authority to pledge and assign the Collateral, free and clear of all liens except for the security interest granted to Lender pursuant to this Agreement.

b.        Grantor shall keep the Collateral free from any liens other than the security interest granted pursuant to this Agreement and shall pay and discharge when due all taxes, levies and other charges upon the Collateral except for such taxes as are being disputed in good faith by appropriate proceedings. Grantor shall defend the Collateral against all claims and legal proceedings of third parties that could adversely affect Lender’s security interest therein.

c.       Grantor’s legal name (as set forth in its organizational documents) is Silver Bow Mining Corp. Grantor has delivered to Lender a true, correct and complete copy of its organizational documents.

d.       The execution, delivery and performance of this Agreement have been duly authorized by all necessary organizational action of Grantor and do not violate Grantor’s organizational documents or any applicable law, judgment, order or material agreement binding upon Grantor.

4.       Action Upon an Event of Default. In addition to its rights and remedies provided hereunder, whenever an Event of Default, as determined in accordance with the terms of the Note, shall have occurred and be continuing, Lender shall have all rights and remedies of a secured party upon default under the applicable Uniform Commercial Code or other applicable law. Notwithstanding the foregoing, Lender shall exercise all remedies hereunder in a commercially reasonable manner. Without limiting the foregoing, Lender shall have the right, at any time and from time to time following the occurrence and during the continuance of an Event of Default, to sell, resell, assign and deliver, in Lender’s discretion, all or any of the Collateral, in one or more transactions at the same or different times, and any right, title, interest, claim and/or demand

therein or right of redemption thereof, on any securities exchange on which the Collateral or any of it may be listed or at public or private sale, for cash or upon credit for future delivery, and in connection therewith Lender may grant options, subject in all respects to any rights of redemption that may not be waived under applicable law. If any of the Collateral is sold by Lender upon credit for future delivery, Lender shall not be liable for any failure of the purchaser to purchase or pay for the same and, in the event of any such failure, Lender may resell such Collateral. In no event shall Grantor be credited with any part of the proceeds of sale of any Collateral until cash payment of such sale has actually been received by Lender.

5.       Sale of Collateral. Lender shall give Grantor at least twenty (20) days prior written notice of the time and place of any sale or other disposition to be made pursuant to Section A.4 above. Lender shall not be obligated to make any sale of Collateral if Lender shall determine not to do so, regardless of the fact that notice of sale may have been given. Upon each private sale of Collateral of a type customarily sold in a recognized market and upon each public sale, Lender or any holder of the Note may purchase all or any of the Collateral being sold, free from any equity or right of redemption, subject to any rights that may not be waived under applicable law, and may make payments (by endorsement without recourse) on the Note, in lieu of cash, to the extent of the amount then due thereon, which Grantor hereby agrees to accept.

6.       Private Sale. Grantor recognizes that Lender may be unable to effect a public sale of all or a part of the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended, as now or hereafter in effect, or in applicable Blue Sky or other state securities laws, as now or hereafter in effect, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor agrees that private sales so made may be at prices and other terms less favorable than if such Collateral were sold at public sales, and that Lender has no obligation to delay sale of any such Collateral for the period of time necessary to permit the issuer of such Collateral to register such Collateral for public sale under such applicable securities laws. Grantor acknowledges that a private sale conducted under the circumstances described above may be commercially reasonable notwithstanding that the sale could result in a lower price than a public sale.

7.       Cumulative Remedies. The remedies provided herein in favor of Lender shall not be deemed exclusive, but shall be cumulative, and shall be in addition to all other remedies in favor of Lender under the Loan Documents (as defined in the Note) or existing at law or in equity.

8.       Power of Attorney to Execute. Upon and during the continuance of an Event of Default, Lender shall have the right, for and in the name, place and stead of Grantor, to execute such endorsements, assignments or other documents or instruments, including instruments or agreements exercising its voting and consensual rights hereunder and instruments of conveyance or transfer with respect to all or any of the Collateral as may be reasonably necessary in order to assure its rights hereunder. Without limiting the generality of the foregoing, upon and during the continuance of an Event of Default, Lender shall have the right and power to receive, endorse and collect all checks and other orders for the payment of money made payable to Grantor representing any interest, dividend or other distribution payable in respect of the Collateral that Lender is entitled to receive hereunder or any part thereof and to give full discharge for the same. Such rights shall be subject to the limitations and restrictions set forth in this Agreement. This power of

attorney is a power coupled with an interest and shall be irrevocable for so long as any of Grantor’s obligations under the Loan Documents (as defined in the Note) remain outstanding.

9.       Application of Proceeds. All cash proceeds received by Lender from any sale of, collection from, or other realization upon, all or any part of the Collateral shall be applied by Lender against all or any part of the amounts due under the Note in the following order:

(a)       First, to expenses payable by Grantor pursuant to the Purchase Agreement, this Agreement and the Note (the “Loan Documents”;

(b)       Second, on account of all accrued and unpaid interest on the Note then due and owing;

(c)       Third, on account of all principal of the Note then due or owing, and

(d)       Fourth, to any other amounts under the Loan Documents then due or owing.

Any surplus of such cash or cash proceeds held by Lender and remaining after the payment, satisfaction or extinguishment of the Note and the payment or satisfaction of all other obligations under the Loan Documents (as defined in the Note) shall be paid over to Grantor or to whomsoever may be lawfully entitled to receive such surplus, and Grantor shall be liable for any deficiency.

10.       Indemnity and Expenses. Grantor hereby agrees to indemnify and hold harmless Lender from and against any and all claims, losses and liabilities growing out of or resulting from this Agreement (including enforcement of this Agreement), except claims, losses or liabilities resulting from Lender’s gross negligence or willful misconduct. Upon demand, Grantor will pay, or cause to be paid, to Lender the amount of any and all reasonable expenses, including but not limited to reasonable fees and disbursements of its counsel and of any experts and agents, which Lender may incur in connection with the administration of this Agreement, the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, the exercise or enforcement of any of the rights of Lender hereunder, and the failure by Grantor to perform or observe any of the provisions hereof.

11.       No Duty on Lender. The powers conferred on Lender hereunder are solely to protect Lender’s interest in the Collateral and shall not impose any duty to exercise any such powers. Except for the safe custody of any Collateral in Lender’s possession and the accounting for monies actually received by Lender hereunder, Lender shall not have any duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. Nothing contained in this Agreement shall be construed or interpreted to transfer to Lender any obligations of a shareholder or member of any issuer of the Pledged Interests, or cause Lender to be deemed a shareholder or member of any such issuer prior to Lender’s express exercise of its rights to become a shareholder or member. To the extent permitted by applicable law, Grantor waives all claims, damages and demands against Lender arising out of the lawful sale or disposition of the Collateral in accordance with the terms hereof.

 B.       MISCELLANEOUS

1.                  Term. The pledge made by Grantor hereunder shall serve as security for the performance of all the covenants and conditions of Grantor under the Note and the other Loan Documents (as defined in the Note) until Grantor has satisfied or discharged its obligations under the Loan Documents (as defined in the Note).

2.                  Further Assurances. Grantor shall do, make, execute and deliver all such additional and further acts, things, deeds, assurances, instruments and documents as Lender may reasonably request to perfect, preserve and protect Lender’s rights hereunder or in any of the Collateral, including, without limitation, placing legends on certificates representing the Collateral or on the books and records pertaining to the Collateral stating that Lender has a security interest therein and/or executing one or more control agreements.

3.                  Performance or Termination of Obligations. Upon repayment in full or other satisfaction or extinguishment of the Note in accordance with its terms and the satisfaction of all other obligations under the Loan Documents (as defined in the Note), other than contingent obligations for which no claim has been asserted, the security interest granted herein shall automatically terminate. Lender shall, at the expense of Lender, return any certificates and stock powers then held by Lender and execute such releases, UCC termination statements and other instruments as Grantor may reasonably request to evidence such termination.

4.                  Notices. All notices, requests, demands, consents, approvals and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given: (a) upon personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier service, postage prepaid; (c) three (3) business days after deposit in the United States mail, certified or registered mail, postage prepaid, return receipt requested; or (d) upon transmission by electronic mail, provided that no automated notice of non-delivery or similar transmission error is received by the sender. Notices shall be sent to the parties at the following addresses (or to such other address or electronic mail address as a party may designate by notice given in accordance with this Section):

If to Grantor:

Silver Bow Mining Corp.

Attn: C. Travis Naugle

Address: 1401 Idaho Street

Butte, Montana 59701

If to Lender:

Ocean Partners UK Limited

Brent Omland

43 Danbury Road

Wilton, CT, 06897

5.                  Governing Law. This Agreement, its construction and the determination of any rights, duties or remedies of the parties arising out of or relating to this Agreement, shall be governed by and construed under and in accordance with the laws of England without respect to any conflict of law provision or rule (whether of England or any other jurisdiction) that would

cause the application of the laws of any jurisdiction other than England.

6.                  Binding Effect. This Agreement shall bind and inure to the benefit of Grantor and Lender and their legal representatives, successors and permitted assigns.

7.                  Entire Agreement. This Agreement, together with the Note and the Purchase Agreement constitute the entire agreement of the parties with respect to the subject matter of this Agreement. This Agreement may be modified, amended or terminated only by a written agreement executed by Grantor and Lender.

8.                  Assignment. This Agreement shall not be assigned by Grantor without the written consent of Lender. Lender may assign its rights hereunder with prior written notice to Grantor; provided that no such assignment shall increase the obligations of Grantor hereunder. This Agreement shall be binding on, and inure to the benefit of, the parties to it and their respective legal representatives, successors and permitted assigns.

9.                  Rights and Waivers. No failure or delay on the part of Lender in exercising any right, power or privilege under this Agreement or any applicable law shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No waiver or modification of any right, power or privilege of Lender or of any obligation of Grantor shall be effective unless such waiver or modification is in writing, and signed by Lender and then only to the extent set forth therein. A waiver by Lender of any right, power, or privilege hereunder on any one occasion shall not be construed as a bar to, or waiver of, the exercise of any such right, power or privilege which Lender otherwise would have on any subsequent occasion.

10.              Counterparts; Facsimile. This Agreement may be executed in any number of counterparts (including by facsimile, portable document format (PDF) or other electronic transmission) and by different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument.

[Signatures on following page]

IN WITNESS WHEREOF, Grantor has executed this Agreement UNDER SEAL effective the day and year first above written.