Form 8-K

8-K — SILVER BOW MINING CORP.

Accession: 0001539497-26-002489

Filed: 2026-09-11

Period: 2026-09-04

CIK: 0002067674

SIC: 1040 (GOLD & SILVER ORES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — n5138_x36-8k.htm (Primary)

EX-10.1 — SENIOR SECURED NOTE BETWEEN THE COMPANY AND MONTANA GOLDFIELDS, INC. DATED SEPTEMBER 4, 2026 (exh10_1.htm)

EX-10.2 — GENERAL SECURITY AGREEMENT BETWEEN THE COMPANY AND MONTANA GOLDFIELDS, INC. DATED SEPTEMBER 4, 2026 (exh10_2.htm)

EX-10.3 — GUARANTY AND PLEDGE AGREEMENT BETWEEN THE COMPANY, MONTANA GOLDFIELDS, INC. AND MONTANA TUNNELS MINING, INC. DATED SEPTEMBER 4, 2026 (exh10_3.htm)

EX-10.4 — MORTGAGE FROM MONTANA TUNNELS MINING, INC. DATED SEPTEMBER 4, 2026 (exh10_4.htm)

EX-10.5 — SUPPORT AGREEMENT DATED SEPTEMBER 4, 2026 (exh10_5.htm)

EX-10.6 — FORM OF NOTE PURCHASE AGREEMENT BETWEEN MONTANA GOLDFIELDS AND THE COMPANY (exh10_6.htm)

EX-10.7 — SENIOR SECURED NOTE FOR THE MTGF FINANCING BETWEEN THE COMPANY AND MONTANA GOLDFIELDS, INC. DATED SEPTEMBER 4, 2026 (exh10_7.htm)

EX-10.8 — SENIOR SECURED NOTE FOR THE MTGF FINANCING BETWEEN THE COMPANY AND MONTANA GOLDFIELDS, INC. DATED SEPTEMBER 10, 2026 (exh10_8.htm)

EX-10.9 — AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT FOR THE MTGF FINANCING BETWEEN THE COMPANY AND MONTANA GOLDFIELDS, INC. DATED SEPTEMBER 10, 2026 (exh10_9.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: n5138_x36-8k.htm · Sequence: 1

false

0002067674

2026-09-04

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

September 4, 2026

Silver Bow Mining Corp.

(Exact name of registrant as specified in

its charter)

British Columbia

001-43242

98-1858068

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification Number)

1401 Idaho Street

Butte, Montana

59701

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: 406-718-7593

Not Applicable

(Former name or former address, if changed

since last report)

Check the appropriate box below if the

Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒ Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section

12(b) of the Act:

Title of each class:

Trading Symbol

Name of each exchange on which registered:

Common Shares, no par value

SBMT

NYSE American, LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act or 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

If an emerging growth company, indicate

by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Initial Closing under Asset Purchase Agreement

On September 4, 2026, the U.S. Bankruptcy Court for the District of Montana entered an order approving the sale of specified assets of Montana Tunnels Mining, Inc. (“MTMI”) to Silver Bow Mining, Inc. (the “Company”) and its wholly owned subsidiary, Silver Bow Tunnels Corp. (“SBTC”), pursuant to Sections 105(a) and 363 of the U.S. Bankruptcy Code (the “Court Order”).

Pursuant to the terms and conditions of that certain previously announced asset purchase agreement by and among the Company and SBTC and Montana Goldfields, Inc. (“MTGF”) and MTMI dated August 21, 2026 (the “APA”), upon receipt of the Court Order and satisfaction of certain other conditions contained in the APA, the initial closing (the “Initial Closing”) as set forth in the APA

occurred on September 4, 2026.

As part of the Initial Closing, the Company released approximately $28.58 million from an escrow account to satisfy specified creditor obligations associated with the acquired assets under the APA, including approximately $4.27 million in respect of amounts owing to Jefferson County, Montana and approximately $20.78 million in respect of specified obligations owing to the Montana Department of Environmental Quality,

with any excess amounts in the escrow account being released to MTGF (the “Cash Payment”).

In exchange for the Cash Payment, on September 4, 2026, MTGF issued to the Company a senior secured promissory note (the “Note”) in the amount of approximately $28.58 million and the Company and MTGF entered into a general security agreement (the “General Security Agreement”) securing the Note against certain assets of MTGF. The Company and MTGF and MTMI also entered into a guaranty and pledge

agreement (the “Guaranty and Pledge Agreement”) pursuant to which MTMI guaranteed the payment of MTGF’s obligations under the Note and MTGF pledged its shares of MTMI as security for the payment of the Note. In relation to the Guaranty and Pledge Agreement, MTMI issued to the Company a mortgage, security agreement and fixture financing statement (the “Mortgage”) securing MTMI’s obligation to guaranty the payment of the Note against certain of the real property interests

and fixtures of MTMI. The Note does not bear any interest (except with respect to any principal amount not paid at the maturity date, which will bear interest at a rate of 10% per annum) and, if not extinguished at the Final Closing (as defined in the APA), will mature upon the earlier to occur of (i) any event of default (subject to applicable cure periods), (ii) termination of the APA by the Company due to a material breach by MTGF that remains uncured after written notice and a 30 day cure period,

or (iii) 5:00 p.m. Denver Time on November 30, 2026.

As part of the Initial Closing, the Company also entered into a support agreement with certain stockholders of MTGF pursuant to which the stockholders of MTGF agreed to support the acquisition transaction under the APA (the “Acquisition”), not support alternative transactions to the Acquisition and not object to or otherwise hinder the closing the Acquisition (the “Support Agreement”).

The foregoing description of the material terms of the Note, the General Security Agreement, the Guaranty and Pledge Agreement, the Mortgage and the Support Agreement is qualified by the terms and conditions of such agreements, copies of which are filed as Exhibits 10.1 through 10.8 hereto. For a description of the material terms of the APA, see Item 1.01 in the Company’s Current Report on Form 8-K as filed

with the Commission on August 24, 2026.

Financing Transaction with Montana Goldfields, Inc.

On September 4, 2026, in connection with the Initial Closing, the Company entered into a note purchase agreement with MTGF (the “Note Purchase Agreement”), pursuant to which the Company paid to MTGF $3 million for the purchase of a senior secured note of MTGF in principal amount of $3 million. On September 10, 2026, the Company entered into the same form of note purchase agreement with MTGF, pursuant to

which the Company paid to MTGF an additional $2 million for the purchase of an additional senior secured note of MTGF in principal amount of $2 million (together with the $3 million senior secured note of MTGF (the “MTGF Notes”).

The MTGF Notes bear interest at a rate of 8% per annum and become due and payable six months after the date of issuance (the “Maturity Date”). The MTGF Notes can be paid either (i) by MTGF surrendering to the Company for cancellation 1,155,555 final closing contingent value rights to be issued by the Company to MTGF at the Final Closing under the APA (the “Settlement CVRs”) or (ii) if the final

closing under the APA has not occurred and the Settlement CVRs have not been issued at the Maturity Date, by payment in cash. Accrued and unpaid interest shall be payable on the Maturity Date. If an Event of Default (as defined in the MTGF Notes) occurs and is ongoing, the MTGF Notes shall bear interest at a rate of ten percent (10%) per annum.

In connection with the issuance of the MTGF Notes, the Company and MTGF entered into security and pledge agreement, amended and restated on September 10, 2026 (the “Amended and Restated Security and Pledge Agreement”), which secures the payment of the MTGF Notes through a security interest granted to the Company in the Settlement CVRs and in the shares of MTGF’s wholly-owned subsidiary, Elkhorn Goldfields,

Inc.

The foregoing description of the material terms of the MTGF Notes, the form of Note Purchase Agreement and the Amended and Restated Security and Pledge Agreement is qualified by the terms and conditions of such agreements, copies of which are filed as Exhibits 10.6 through 10.9 hereto. .

Item 9.01 Financial Statements and Exhibits

10.1

Senior Secured Note between the Company and Montana Goldfields, Inc. dated September 4, 2026(**)

10.2

General Security Agreement between the Company and Montana Goldfields, Inc. dated September 4, 2026(**)

10.3

Guaranty and Pledge Agreement between the Company, Montana Goldfields, Inc. and Montana Tunnels Mining, Inc. dated September 4, 2026(**)

10.4

Mortgage from Montana Tunnels Mining, Inc. dated September 4, 2026(**)

10.5

Support Agreement dated September 4, 2026(*)(**)

10.6

Form of Note Purchase Agreement between Montana Goldfields and the Company(*)(**)

10.7

Senior Secured Note for the MTGF Financing between the Company and Montana Goldfields, Inc. dated September 4, 2026(**)

10.8

Senior Secured Note for the MTGF Financing between the Company and Montana Goldfields, Inc. dated September 10, 2026(**)

10.9

Amended and Restated Security and Pledge Agreement for the MTGF Financing between the Company and Montana Goldfields, Inc. dated September 10, 2026(**)

104

Cover Page Interactive Data File––the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

(*) Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K, but a copy will be furnished supplementally to the SEC upon request.

(**) Certain personal information has been redacted pursuant to Item 601(a)(6) of Regulation S-K.

Additional information and where to find it

This communication may be deemed to be solicitation material in respect of the proposed shareholders meeting of the Company to approve the issuance of the CVRs and the underlying common shares. In connection with the proposed shareholders meeting, the Company intends to file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including the Company’s proxy statement in

preliminary and definitive form. INVESTORS AND SHAREHOLDERS OF SILVER BOW MINING ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING SILVER BOW MINING’S PROXY STATEMENT (WHEN THEY ARE AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE SHAREHOLDER APPROVAL BEING REQUESTED. Investors and shareholders of the Company are or will be able to obtain these documents (when they are available) free of charge from the SEC’s website at www.sec.gov,

or free of charge from the Company under the “Investors” section of the Company’s website at www.silverbowmining.com/investors or by sending a request by e-mail to ir@silverbowmining.com or by mail to 1401 Idaho Street, Butte, Montana 59701, attention: Corporate Secretary.

Participants in the solicitation

The Company and certain of its respective directors and executive officers, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from shareholders of the Company in connection with the proposed transaction. Information about the Company’s directors and executive officers is available in the Company’s registration statement on Form S-1/A, which was filed with the

SEC on April 21, 2026. To the extent holdings of the Company’s securities by their respective directors or executive officers have changed since the amounts set forth in the Registration Statement on Form S-1/A, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Additional information concerning the interests of the Company’s participants in the solicitation, which may, in

some cases, be different than those of the Company’s shareholders generally, will be set forth in the Company’s proxy statement relating to the proposed approval by shareholders, when it becomes available.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SILVER BOW MINING CORP.

Date: September 11, 2026

By:

/s/ C. Travis Naugle

C. Travis Naugle

Chief Executive Officer

EX-10.1 — SENIOR SECURED NOTE BETWEEN THE COMPANY AND MONTANA GOLDFIELDS, INC. DATED SEPTEMBER 4, 2026

EX-10.1

Filename: exh10_1.htm · Sequence: 2

Exhibit 10.1

SECURED 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

$28,575,808.00

September 4, 2026

FOR VALUE RECEIVED, Montana Goldfields, Inc. (the

“Company”), hereby promises to pay to the order of Silver Bow Mining Corp. (including any future holder of this

Note, the “Lender”), the principal amount of Twenty-Eight Million Five Hundred Seventy-Five Thousand Eight

Hundred Eight Dollars ($28,575,808.00) upon the terms and subject to the conditions set forth herein (this

“Note”). This Note is issued in consideration of, and concurrently with, Lender’s payment of $28,575,808.00

of the debts due and payable by the Company and the Company’s wholly-owned subsidiary, Montana Tunnels Mining, Inc.

(“MTMI”) pursuant to the terms and conditions of that certain asset purchase agreement dated August 21, 2026 by

and between the Company and MTMI on the one hand and the Lender and its wholly-owned subsidiary, Silver Bow Tunnels Corp., on the

other hand (the “Purchase Agreement”), with any remainder of the Escrowed Funds (as defined the Purchase

Agreement) to be paid directly to MTMI as consideration for this Note, and is secured pursuant to that certain security and pledge

agreement between the Company and the Lender of even date herewith (the “Security Agreement”), guaranty agreement

between MTMI and the Lender of even date herewith (the “Guaranty”) and that certain Mortgage and Fixture Filing

of even date herewith between MTMI and the Lender (the “Mortgage” and, together with this Note, the Security

Agreement and the Guaranty, the “Loan Documents”). Capitalized terms used but not otherwise defined herein have

the meanings set forth in the Purchase Agreement.

Payments. The principal amount of this Note shall be due and payable in full on the Maturity Date (as defined herein), except

that upon the occurrence of the Final Closing (as defined in the Purchase Agreement (the “Final Closing”), this Note

shall automatically be deemed satisfied and extinguished in full, and the principal amount hereof shall be credited against the purchase

price payable under the Purchase Agreement (the "Purchase Price") in accordance with the Purchase Agreement. As stated

in Section 2.3(a) of the Purchase Agreement, to the extent the principal amount of this Note exceeds the aggregate amount of the MTMI

Debts, the remaining balance after payments of the MTMI Debts shall be released directly to the Company in cash concurrently with the

First Closing, in accordance with the Final Order and the

terms of the Escrow Agreement. Such release shall constitute payment

of a portion of the Purchase Price and shall not be deemed or construed as a cancellation, forgiveness, or discharge of indebtedness,

but rather as a disbursement of purchase price consideration from Lender to the Company in accordance with the Purchase Agreement.

Maturity; Extinguishment. If this Note is not extinguished at the Final Closing as set forth in Section 1, the outstanding

principal amount shall become immediately due and payable upon the earliest to occur of: (i) any Event of Default (as defined herein),

(ii) termination of the Purchase Agreement by the Lender due to a material breach by the Company that remains uncured after written notice

and a thirty (30) day cure period, or (iii) 5 p.m. Denver Time on November 30, 2026 (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.

Interest. This Note is non-interest-bearing. No interest shall accrue or be payable at any time, and no periodic interest

payment dates shall apply. No original issue discount or similar fees are payable in respect of this Note. Any principal amount not paid

at the Maturity Date will bear interest at the rate of 10% per annum (“Default Interest”) until paid in full.

Prepayment. The Company may prepay this Note, in whole or in part, at any time prior to the Maturity Date or extinguishment

of this Note pursuant to Section 2, without premium or penalty, upon at least two (2) Business Days’ prior written notice

to the Lender.

Event of Default. For purposes of this Note, an “Event of Default” shall be deemed to have occurred upon

the occurrence of any Event of Default as defined in Section 4.1 of the Mortgage.

Upon the occurrence of an Event of Default, the

Lender shall deliver to the Company written notice describing such Event of Default in reasonable detail. If the Event of Default is capable

of being cured, the Company shall have until the end of the cure period as set forth in Section 4.1 (or, if no cure period is specified

therein, ninety (90) days after receipt of such notice) to cure the Event of Default. If the Event of Default is not cured within such

period (or is not reasonably capable of cure), then all outstanding principal under this Note shall, at the Lender’s election, become

immediately due and payable, and the Lender may exercise all rights and remedies of a secured party under the applicable Uniform Commercial

Code and applicable law, including foreclosing on the real property interests and related fixtures described in the Mortgage, selling

foreclosed assets, and receiving all rents, issues, profits, damages, royalties, income and other benefits now or hereafter derived from

the real property interests and the fixtures. The Lender may also seek specific performance and injunctive or other equitable relief.

All remedies are cumulative and may be exercised separately, successively or concurrently.

Notwithstanding the foregoing, in no event shall

the Lender be entitled to recover amounts in excess of the outstanding principal amount of this Note plus any Default Interest and any

and all reasonable and documented costs and expenses (including counsel fees and expenses) incurred by the Secured Party in enforcing

any rights under this Note.

Security Interest.

(a)

Payment of all amounts due or to become due under this Note and of all other obligations of the Company pursuant to the Loan Documents

are secured by a first priority security interest in the Collateral described in the Security Agreement and property interests and related

fixtures as described in the Mortgage.

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:

Montana Goldfields, Inc.

Attn: Patrick W.M. Imeson

Address: 1610 Wynkoop Street, Suite 400

Denver, CO 80202

If to Lender:

Silver Bow Mining Corp.

Attn: C. Travis Naugle

Address: 1401 Idaho Street

Butte, Montana 59701

Governing Law. This Note, and any disputes arising under this Note, will be governed by and construed in accordance with

the laws of the State of Delaware, without regard to provisions of Delaware law concerning conflicts of laws.

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.

10.

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.

11.

Waiver and Amendment. Any provision or provisions of this Note may be amended, waived or modified, and this Note may be

amended and restated in its entirety, only upon the written consent of the Company and Lender.

12.

Collection Costs. In the event of any action, arbitration or other proceeding to enforce or interpret this Note or any of

the Loan 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 Company has executed this Secured Promissory

Note as of the date first above written.

Montana Goldfields, Inc.

By:

/s/ Patrick Imeson

Name: Patrick W.M. Imeson

Title: Chief Executive Officer

Acknowledged:

Silver Bow Mining Corp.

By:

/s/ Wade Black

Name: Wade Black

Title: Chief Financial Officer

EX-10.2 — GENERAL SECURITY AGREEMENT BETWEEN THE COMPANY AND MONTANA GOLDFIELDS, INC. DATED SEPTEMBER 4, 2026

EX-10.2

Filename: exh10_2.htm · Sequence: 3

Exhibit 10.2

SECURITY AND PLEDGE AGREEMENT

THIS SECURITY AND PLEDGE AGREEMENT

(as amended, restated, supplemented, or otherwise modified, this “Agreement”) is made and entered as of September 4,

2026 by MONTANA GOLDFIELDS, INC. (“Pledgor”), for the benefit of SILVER BOW MINING CORP. (“Lender”).

Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Note (as defined below).

W I T N E S S E T H:

WHEREAS, Pledgor and Lender

are parties to that certain Secured Promissory Note dated as of September 4, 2026 in the original principal amount of $28,575,808.00 (the “Note”);

WHEREAS, Pledgor and Lender

are parties to an asset purchase agreement dated August 21, 2026 (the “Purchase Agreement”), which contemplates,

among other things, that the Note will be secured by a first-priority pledge of the equity interests of Pledgor’s subsidiary,

Montana Tunnels Mining, Inc. (“MTMI”) and that such Note will be extinguished and credited against the Purchase Price

(as defined in the Note) upon the Final Closing under the Purchase Agreement; and

WHEREAS,

to secure the prompt payment and performance of all obligations of Pledgor under the Note and this Agreement, Pledgor agrees to grant

to Lender a first-priority security interest in the equity interests identified on Schedule I.

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.

Pledgor hereby grants to Lender a continuing first-priority security interest in the following collateral, existing as of the date hereof

(collectively, the “Collateral”):

(i) one hundred percent (100%) of the issued and outstanding equity interests of each subsidiary of Pledgor

listed on Schedule I, together with any additional equity interests in such subsidiaries acquired by Pledgor after the date hereof (collectively,

the “Pledged Interests”), including, without limitation, the equity interests listed on Schedule I attached

hereto, in each case whether or not evidenced or represented by any stock or unit certificate, certificated security or other instrument

and any and all certificates, if any, representing the Pledged Interests, and all dividends, cash, instruments and other property or proceeds

from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Interests;

(ii) all voting rights, management rights, conversion and registration rights and rights

of recovery for violations of applicable laws

and other rights incidental to the ownership of any of the foregoing, whether arising under the organizational documents of any subsidiary

or otherwise; and

(iii) any and all proceeds and products of the foregoing.

Pledgor 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). Pledgor 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. Pledgor 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. Schedule I reflects each subsidiary of Pledgor and the Pledged Interests owned by Pledgor therein

as of the date hereof. Within ten (10) days of acquiring any Pledged Interests, Pledgor shall deliver to Lender an updated Schedule

I reflecting such acquisition; provided, however, that the failure of Pledgor to so update or deliver to Lender an updated

Schedule I shall not in any way affect Lender’s rights in and to such Pledged Interests and other Collateral in accordance

with this Agreement.

2. Voting;

Distributions.

a. Voting.

So long as no Event of Default shall have occurred and be continuing, Pledgor shall have the sole right to exercise any voting and consensual

rights with respect to the Collateral on all matters, and to grant any consents and exercise all other rights as owner or holder of the

Collateral. Upon the occurrence and during the continuance of an Event of Default and following five (5) business days’ prior written

notice to Pledgor, Lender shall be entitled, in addition to any other rights herein contained, to exercise, in Lender’s judgment,

any voting and consensual rights with respect to the Collateral on all matters and to grant any consents and exercise all other rights

as owner or holder of the Collateral.

Upon Lender’s written request,

Pledgor shall execute and deliver to Lender irrevocable proxies with respect to the Collateral in form satisfactory to Lender, but no

such additional proxy shall be necessary for Lender to exercise the voting rights described above. Lender shall not have any duty to exercise

any of the foregoing rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing. By written

notice to Pledgor, Lender may relinquish, either partially or completely, in accordance with any terms or conditions Lender may set forth

in such notice, any or all voting rights Lender may acquire pursuant to this Section A.2.

THIS AGREEMENT SHALL CONSTITUTE

AN IRREVOCABLE PROXY, COUPLED WITH AN INTEREST, EXERCISABLE BY LENDER IN ACCORDANCE WITH THIS AGREEMENT.

b. Distributions.

So long as no Event of Default shall have occurred and be continuing,

Pledgor shall have the sole right to receive all dividends

and other distributions arising from the Collateral. Upon the occurrence and during the continuance of an Event of Default, (i) Pledgor’s

right to receive such dividends and other distributions shall terminate upon five (5) business days’ prior written notice to Pledgor,

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 Pledgor 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

Pledgor and kept separate from Pledgor’s other assets.

3. Representations;

Covenants. Pledgor represents, warrants and covenants to Lender as follows:

a. Pledgor

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. Pledgor

owns one hundred percent (100%) of the issued and outstanding equity interests listed on Schedule I hereof.

c. Pledgor

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. Pledgor shall defend the Collateral against all claims and legal proceedings of third parties that could adversely affect

Lender’s security interest therein.

d. Pledgor’s

legal name (as set forth in its organizational documents) is Montana Goldfields, Inc. Pledgor has delivered to Lender a true, correct

and complete copy of its organizational documents.

e. The

execution, delivery and performance of this Agreement have been duly authorized by all necessary organizational action of Pledgor and

do not violate Pledgor's organizational documents or any applicable law, judgment, order or material agreement binding upon Pledgor.

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 Pledgor 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 Pledgor 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 Pledgor hereby

agrees to accept.

6. Private

Sale. Pledgor 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. Pledgor 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.

Pledgor 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 Pledgor, 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 Pledgor 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 Pledgor’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 Pledgor pursuant to Section A.10 hereof or otherwise under any of the Loan Documents (as defined in the

Note);

(b) Second,

on account of all principal of the Note then due or owing; and

to any other amounts under the Note or the other Loan Documents (as defined in the Note) 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 Pledgor or to whomsoever may be lawfully

entitled to receive such surplus, and Pledgor shall be liable for any deficiency.

10. Indemnity

and Expenses. Pledgor 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, Pledgor 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 Pledgor 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, Pledgor 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

Term. The pledge made by Pledgor hereunder shall serve as security for the performance of all the covenants and conditions

of Pledgor under the Note and the other Loan Documents (as defined in the Note) until Pledgor has satisfied or discharged its obligations

under the Loan Documents (as defined in the Note).

Further Assurances. Pledgor 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.

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 Pledgor may reasonably request to evidence such termination.

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 Pledgor:

Montana Goldfields, Inc.

Attn: Patrick W.M. Imeson

Address: 1610 Wynkoop Street, Suite

400

Denver, CO 80202

If to Lender:

Silver Bow Mining Corp.

Attn: C. Travis Naugle

Address: 1401 Idaho Street

Butte, Montana 59701

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 the State of Delaware

without respect to any conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause

the application of the laws of any jurisdiction other than the State of Delaware.

Binding Effect. This Agreement shall bind and inure to the benefit of Pledgor and Lender and their legal representatives,

successors and permitted assigns.

Entire Agreement. This Agreement, together with the Note, the Mortgage(As defined in the Note) and the MOU, and, once executed

and delivered, the Definitive Agreement, constitutes 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 Pledgor and Lender.

Assignment. This Agreement shall not be assigned by Pledgor without the written consent of Lender. Lender may assign its

rights hereunder with prior written notice to Pledgor; provided that no such assignment shall increase the obligations of Pledgor 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.

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 Pledgor 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, Pledgor and

Pledgee have executed this Agreement UNDER SEAL effective the day and year first above written.

Montana Goldfields, Inc.

By:

/s/ Patrick Imeson

Name: Patrick W.M. Imeson

Title: Chief Executive Officer

Silver Bow Mining Corp.

By:

/s/ Wade Black

Name: Wade Black

Title: : Chief Financial Officer

[Signature Page to and the Security and Pledge Agreement]

Schedule I

Pledged Interests

Subsidiary

Pledgor

Percentage of Issuer Owned by Pledgor

Percentage of Issuer Owned to be Pledged by Pledgor

Montana Tunnel Mining, Inc.

Montana Goldfields, Inc.

100%

EX-10.3 — GUARANTY AND PLEDGE AGREEMENT BETWEEN THE COMPANY, MONTANA GOLDFIELDS, INC. AND MONTANA TUNNELS MINING, INC. DATED SEPTEMBER 4, 2026

EX-10.3

Filename: exh10_3.htm · Sequence: 4

Exhibit 10.3

GUARANTY

This GUARANTY,

dated as of September 4, 2026 (this “Guaranty”), and made by Montana Tunnels Mining, Inc., a Delaware corporation (“Guarantor”),

for the benefit of Silver Bow Mining Corp. (the “Secured Party” or “Lender”).

W I T N E S S E T H :

WHEREAS, the Guarantor

is the direct, wholly-owned subsidiary of Montana Goldfields, Inc., a Delaware corporation (the “Parent”);

WHEREAS, Parent

and Lender are parties to that certain Secured Promissory Note dated as of September 4, 2026 in the original principal amount of

$28,575,808.00 (the “Note”);

WHEREAS,

Parent and Lender are parties to an asset purchase agreement dated August 21, 2026, (the “Purchase Agreement”), which contemplates, among other things, that the

Note will be secured by a first-priority security interest in real property interests and related fixtures described in the Mortgage

(as defined below) and that such Note will be extinguished and credited against the Purchase Price (as defined in the Note) upon the

Final Closing under the Purchase Agreement; and

WHEREAS, it is a

condition precedent to Lender’s purchase of the Note that Guarantor unconditionally guarantee payment and performance to Lender

of the Obligations (as herein defined) and issue a Mortgage, Security Agreement, and Fixture Filing for certain real property of the

Guarantor and fixtures and improvements thereon (the “Mortgage”) to secure the payment of the Obligations under this

Guaranty, subject to the limitations set forth herein.

WHEREAS, the Guarantor

as the wholly-owned subsidiary of Parent acknowledges and agrees that is will gain certain benefits from the Lender purchasing the Note

from Parent and the use of the proceeds from the sale of the Note by Parent.

NOW, THEREFORE,

in consideration of the premises and to induce Lender as the Secured Party to purchase the Note, and for other good and valuable consideration,

the receipt and legal sufficiency of which are hereby acknowledged, Guarantor agrees as follows:

SECTION 1. Definitions.

Reference is hereby made to the Note for a statement of the terms thereof. All terms used in this Guaranty and the recitals hereto

which are defined in the Note, and which are not otherwise defined herein, shall have the same meanings herein as set forth therein.

In addition, the following terms when used in the Guaranty shall have the meanings set forth below:

“Bankruptcy

Code” means Chapter 11 of Title 11 of the United States Code, 11 U.S.C §§ 101 et seq. (or other applicable bankruptcy,

insolvency or similar laws).

“Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York City are authorized or required

by law to remain closed; provided,

however, for clarification, commercial

banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,

“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the

direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial

banks in New York City generally are open for use by customers on such day.

“Collateral”

means the real property and related fixtures of the Guarantor as set forth in the Mortgage.

“Governmental

Authority” means any nation or government, any Federal, state, city, town, municipality, county, local, foreign or other political

subdivision thereof or thereto and any department, commission, board, bureau, instrumentality, agency or other entity exercising executive,

legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guaranteed Obligations”

shall have the meaning set forth in Section 2 of this Guaranty.

“Guarantor” shall have the meaning set forth

in the recitals hereto.

“Indemnified

Party” shall have the meaning set forth in Section 13(a) of this Guaranty.

“Insolvency

Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under

any other bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, or

extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

“Note” shall have

the meaning set forth in the recitals hereto.

“Obligations”

means, collectively, (a) all debts, liabilities and obligations, present or future, direct or indirect, absolute or contingent, matured

or unmatured, at any time or from time to time due or accruing, due and owing by or otherwise payable by the Company under the Note,

and (b) all expenses, costs and charges incurred by or on behalf of the Secured Party in connection with the Note, including all legal

fees, court costs, receiver’s or agent’s remuneration and other expenses of taking possession of, repairing, protecting,

insuring, preparing for disposition, realizing, collecting, selling, transferring, delivering or obtaining payment for the Collateral,

and of taking, defending or participating in any action or proceeding in connection with any of the foregoing matters or otherwise in

connection with the Secured Party's interest in the Collateral, whether or not directly relating to the enforcement of the Note..

“Other

Taxes” shall have the meaning set forth in Section 12(a)(iv) of this Guaranty.

“Paid in Full”

or “Payment in Full” means the indefeasible payment in full in cash of all of the Guaranteed Obligations, or the

extinguishment, satisfaction or discharge of the Note in accordance with its terms, including, without limitation, through credit

against the Purchase Price upon the Final Closing under the MOU or the Definitive Agreement, or through conversion of the Note in

accordance with its terms, together with the indefeasible payment in full in cash of any other Guaranteed Obligations then due and

owing that survive such extinguishment, satisfaction or discharge.

“Person”

means an individual, corporation, limited liability company, partnership, association, joint-stock company, trust, unincorporated organization,

joint venture or other enterprise or entity or Governmental Authority.

“Taxes”

shall have the meaning set forth in Section 12(a) of this Guaranty.

“Transaction Party” means the Parent

and the Guarantor, collectively, the “Transaction Parties”.

SECTION 2. Guaranty.

(a) The

Guarantor hereby unconditionally and irrevocably, guaranties to the Secured Party, the punctual payment, as and when due and payable,

by stated maturity or otherwise, of all Obligations, including, without limitation, all interest, make- whole and other amounts that

accrue after the commencement of any Insolvency Proceeding of the Parent or the Guarantor, but only to the extent allowable under applicable

law, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and

all other amounts due or to become due under the Note (all of the foregoing collectively being the “Guaranteed Obligations”),

and agrees to pay any and all reasonable and documented costs and expenses (including counsel fees and expenses) incurred by the Secured

Party in enforcing any rights under this Guaranty, the security and pledge agreement between the Parent and the Lender dated on [●],

2026 (the “Security Agreement”) or the Note or the Mortgage (collectively, the “Transaction Documents”).

Without limiting the generality of the foregoing, the Guarantor’s liability hereunder shall extend to all amounts that constitute

part of the Guaranteed Obligations and would be owed by the Parent to the Secured Party under the Note but for the fact that they are

unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party, except for any post-petition

interest, make-whole or other amounts to the extent not allowable under applicable law.

(b) The

Guarantor, and by its acceptance of this Guaranty, the Secured Party, hereby confirms that it is the intention of all such Persons that

this Guaranty and the Guaranteed Obligations of the Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes

of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial,

state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of the Guarantor hereunder. To

effectuate the foregoing intention, the Secured Party and the Guarantor hereby irrevocably agree that the Guaranteed Obligations of the

Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of the

Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

SECTION 3. Guaranty Absolute;

Continuing Guaranty; Assignments.

(a) The

Guarantor guaranties that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents,

regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of

the Secured Party with respect thereto. The obligations of the Guarantor under this Guaranty are independent of the Guaranteed Obligations,

and a separate action or actions may be

brought and prosecuted against the Guarantor

to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party

is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be as a primary obligor (and not merely

as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives, to the

extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

(i) any

lack of validity or enforceability of any Transaction Document;

(ii) any

change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment

or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the Guaranteed

Obligations resulting from the extension of additional credit to any Transaction Party or extension of the maturity of any Guaranteed

Obligations or otherwise;

(iii) any

taking, exchange, release or non-perfection of any Collateral;

(iv) any

taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations;

(v) any

change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Transaction

Party;

(vi) any

manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any

manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other

Obligations of any Transaction Party under the Transaction Documents or any other assets of any Transaction Party or any of its subsidiaries;

(vii) any

failure of the Secured Party to disclose to any Transaction Party any information relating to the business, condition (financial or otherwise),

operations, performance, properties or prospects of any other Transaction Party now or hereafter known to the Secured Party (the Guarantor

waiving any duty on the part of the Secured Party to disclose such information);

(viii) taking

any action in furtherance of the release of the Guarantor or any other Person that is liable for the Obligations from all or any part

of any liability arising under or in connection with any Transaction Document without the prior written consent of the Guarantor;

(ix) any

other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation

by the Secured Party that might otherwise constitute a defense available to, or a discharge of, any Transaction Party or any other guarantor

or surety.

(b) This

Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations

is rescinded or must otherwise be returned by the Secured Party or any other Person upon the insolvency, bankruptcy or reorganization

of any Transaction Party or otherwise, all as though such payment had not been made.

Guaranty is a continuing guaranty and shall (i) remain in full force and effect until Payment in Full of the Guaranteed Obligations (other

than inchoate indemnity obligations) and shall not terminate for any reason prior to the respective Maturity Date of the Note (other

than Payment in Full of the Guaranteed Obligations) and (ii) be binding upon the Guarantor and its respective successors and assigns.

This Guaranty shall inure to the benefit of and be enforceable by the Secured Party, and its successors, and permitted pledgees,

transferees and assigns. Without limiting the generality of the foregoing sentence, the Secured Party may pledge, assign or otherwise

transfer all or any portion of its rights and obligations under and subject to the terms of any Transaction Document to any other Person,

and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Secured Party herein or otherwise,

in each case as provided in the Transaction Documents.

(d) Notwithstanding

anything to the contrary in this Guaranty, the Secured Party shall not enforce this Guaranty against the Guarantor unless and until the

Secured Party has delivered written notice to the Guarantor of the applicable Event of Default under the Note and the Guarantor has failed

to cause such Event of Default to be cured within the same cure period, if any, afforded to the Parent under the Note with respect to

such Event of Default. During such cure period, the Secured Party shall not exercise any rights or remedies under this Guaranty or the

Mortgage against the Guarantor or the Collateral.

SECTION 4.

Waivers. To the extent permitted by applicable law, the Guarantor hereby waives promptness, diligence, protest, notice of

acceptance and any other notice or formality of any kind with respect to any of the Guaranteed Obligations and this Guaranty and any

requirement that the Secured Party exhaust any right or take any action against any Transaction Party or any other Person or any Collateral,

except to the extent such action by the Secured Party materially and adversely prejudices the Guarantor’s rights or defenses. The

Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated herein and that

the waiver set forth in this Section 4 is knowingly made in contemplation of such benefits. The Guarantor hereby waives any right

to revoke this Guaranty, and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether

existing now or in the future. Without limiting the foregoing, to the extent permitted by applicable law, the Guarantor hereby unconditionally

and irrevocably waives (a) any defense arising by reason of any claim or defense based upon an election of remedies by the Secured Party

that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution

or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against any of the other Transaction Parties,

any other guarantor or any other Person or any Collateral, and (b) any defense based on any right of set-off or counterclaim against

or in respect of the Guaranteed Obligations of the Guarantor hereunder. The Guarantor hereby unconditionally and irrevocably waives any

duty on the part of the Secured Party to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial

or otherwise), operations, performance, properties or prospects of any other Transaction Party or any of its Subsidiaries now or hereafter

known by the Secured Party. Notwithstanding the foregoing or anything else in this Guaranty, nothing in this Section 4 shall be deemed

to waive, or relieve the Secured Party of, the notice and cure requirements set forth in Section 3(d) of this Guaranty.

SECTION 5.

Subrogation. The Guarantor may not exercise any rights that it may

now or hereafter acquire against

any Transaction Party or any other guarantor that arise from the existence, payment, performance or enforcement of the Guarantor’s

obligations under this Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or

indemnification and any right to participate in any claim or remedy of the Secured Party against any Transaction Party or any other guarantor

or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without

limitation, the right to take or receive from any Transaction Party or any other guarantor, directly or indirectly, in cash or other

property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until

there has been Payment in Full of the Guaranteed Obligations. The rights of the Guarantor described in this Section 5 are suspended,

and not permanently or irrevocably waived, and such rights shall automatically be reinstated and become fully exercisable by the Guarantor

immediately and without any further action upon the Payment in Full of the Guaranteed Obligations. If any amount shall be paid to the

Guarantor in violation of the immediately preceding sentence at any time prior to Payment in Full of the Guaranteed Obligations and all

other amounts payable under this Guaranty, such amount shall be held in trust for the benefit of the Secured Party and shall forthwith

be paid to the Secured Party to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty,

whether matured or unmatured, in accordance with the terms of the Transaction Document, or to be held as Collateral for any Guaranteed

Obligations or other amounts payable under this Guaranty thereafter arising. If (a) the Guarantor shall make payment to the Secured Party

of all or any part of the Guaranteed Obligations, and (b) there has been Payment in Full of the Guaranteed Obligations, the Secured Party

will, at the Guarantor’s request and expense, execute and deliver to the Guarantor appropriate documents, without recourse and

without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Guaranteed

Obligations resulting from such payment by the Guarantor.

SECTION 6. Representations, Warranties

and Covenants.

(a) The

Guarantor hereby represents and warrants as of the date first written above as follows:

(i) The

Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing

under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited

liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and

to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which the Guarantor is a party,

and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in

each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such

qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a material

adverse effect in the business of the Guarantor or its ability to fulfill its obligations under this Guaranty.

(ii) The

execution, delivery and performance by the Guarantor of this Guaranty and each other Transaction Document to which the Guarantor is

a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B)

do not and will not contravene its charter, articles, certificate of formation or by-laws, its

limited liability company or operating

agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction

binding on the Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance

(other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in

any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization

or approval applicable to it or its operations or any of its properties.

(iii) No

authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required

in connection with the due execution, delivery and performance by the Guarantor of this Guaranty or any of the other Transaction Documents

to which the Guarantor is a party (other than expressly provided for in any of the Transaction Documents).

(iv) This

Guaranty has been duly executed and delivered by the Guarantor and is, and each of the other Transaction Documents to which the Guarantor

is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of the Guarantor, enforceable against

the Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency,

reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether enforcement

is sought in equity or at law).

(v) There

is no pending or, to the best knowledge of the Guarantor, threatened action, suit or proceeding against the Guarantor or to which

any of the properties of the Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if

adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates

to this Guaranty or any of the other Transaction Documents to which the Guarantor is a party or any transaction contemplated hereby

or thereby.

(vi) The

Guarantor (A) has read and understands the terms and conditions of the Transaction Documents, and (B) now has and will continue to have

independent means of obtaining information concerning the affairs, financial condition and business of the Parent and the other Transaction

Parties, and has no need of, or right to obtain from the Secured Party, any credit or other information concerning the affairs, financial

condition or business of the Parent or the other Transaction Parties.

(vii) There

are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived.

(b) The

Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except

to the extent applicable only to a public company) which are set forth in the Note as if the Guarantor were a party thereto.

SECTION 7.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Secured Party may, and is hereby

authorized to, at any time and from time to time, upon not less than five (5) Business Days’ prior written notice to the Guarantor

(except in the case of an Insolvency Proceeding of any Transaction Party, in which case no prior notice shall be required) and to the

fullest extent permitted by law, set-off and apply any and all deposits (general or special, time or demand, provisional or final) at

any time held and other

indebtedness at any time owing

by the Secured Party to or for the credit or the account of the Guarantor against any and all obligations of the Guarantor now or hereafter

existing under this Guaranty or any other Transaction Document, irrespective of whether or not the Secured Party shall have made any

demand under this Guaranty or any other Transaction Document and although such obligations may be contingent or unmatured. The Secured

Party agrees to notify the Guarantor promptly after any such set-off and application made by the Secured Party, provided that the failure

to give such notice shall not affect the validity of such set-off and application. The rights of the Secured Party under this Section

7 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Secured Party may

have under this Guaranty or any other Transaction Document in law or otherwise.

SECTION 8. Limitation on Guaranteed Obligations.

(a) Notwithstanding

any provision herein contained to the contrary, the Guarantor’s liability hereunder shall be limited to an amount not to exceed

as of any date of determination the greater of:

(i) the

amount of all Guaranteed Obligations; and

(ii) the

amount which could be claimed by the Secured Party from the Guarantor under this Guaranty without rendering such claim voidable or avoidable

under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or

similar statute or common law after taking into account, among other things, Guarantor’s right of contribution and indemnification.

(b) The

Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor

hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Secured Party hereunder or under applicable

law.

payment made by the Parent, the Guarantor, any other guarantor or any other Person or received or collected by the Secured Party from

the Parent, any of the Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation

or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify,

reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than

any payment made by the Guarantor in respect of the Guaranteed Obligations or any payment received or collected from the Guarantor in

respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of the Guarantor hereunder

until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in Full.

(d) Notwithstanding

anything to the contrary in this Guaranty, the aggregate liability of the Guarantor under this Guaranty, whether for Guaranteed Obligations,

indemnification, fees, expenses or otherwise, shall not exceed the sum of (i) $1,000,000.00, the original principal amount of the Note,

plus (ii) the Secured Party’s reasonable, documented, out-of-pocket costs and expenses (including reasonable attorneys’ fees)

actually incurred in enforcing this Guaranty, which costs and expenses under this clause (ii) shall not exceed ten percent (10%) of the

amount set forth in clause (i).

SECTION 9. Notices,

Etc. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Guaranty must

be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; upon receipt, when sent by facsimile

(provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one

(1) Business Day after deposit with an nationally recognized overnight courier service with next day delivery specified, in each case,

properly addressed to the party to receive the same. All notices and other communications provided for hereunder shall be sent, if to

the Guarantor, to the Parent’s address and/or facsimile number, or if to the Secured Party, to it at its respective address and/or

facsimile number, each as set forth in Section 6.6 of the Note.

SECTION 10. Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of this Guaranty shall be governed by the

internal laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the

State of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdiction other than the State of

Nevada.

SECTION 11. WAIVER

OF JURY TRIAL, ETC. EACH OF THE GUARANTOR AND THE SECURED PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT

TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH

OR ARISING OUT OF THIS GUARANTY, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

SECTION 12. Taxes.

(a) All

payments made by the Guarantor hereunder or under any other Transaction Document shall be made in accordance with the terms of the respective

Transaction Document and shall be made without set-off, counterclaim, withholding, deduction or other defense. Without limiting the foregoing,

all such payments shall be made free and clear of and without deduction or withholding for any present or future taxes, levies, imposts,

deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on the net income of the

Secured Party by the jurisdiction in which the Secured Party is organized or where it has its principal lending office, and excluding

any taxes attributable to the Secured Party’s failure to comply with any applicable certification, documentation, information or

other reporting requirement if such compliance is required by law as a precondition to exemption from, or reduction in the rate of, such

Tax (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”).

If the Guarantor shall be required to deduct or to withhold any Taxes from or in respect of any amount payable hereunder or under any