SVBL DEF 14A Report ended Feb. 27, 2015

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SILVER BULL RESOURCES, INC.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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1.	Elect five (5) directors, each to serve until the next annual meeting of shareholders of the Company or until their successors are elected and qualified;

2.	Ratify and approve the appointment of Hein & Associates LLP as our independent registered public accounting firm for the fiscal year ended October 31, 2015; and

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

BY ORDER OF THE BOARD OF DIRECTORS, BRIAN EDGAR, CHAIRMAN

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, APRIL 23, 2015 Our Notice of Meeting, Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com

1.	Elect five (5) directors, each to serve until the next annual meeting of shareholders of the Company or until their successors are elected and qualified;

2.	Ratify and approve the appointment of Hein & Associates LLP as our independent registered public accounting firm for the fiscal year ended October 31, 2015; and

1.	“ FOR ” the election of the five (5) nominated directors;

2.	“ FOR ” the ratification and approval of the appointment of Hein & Associates LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2015; and

1.	For Proposal No. 1 (election of directors), five (5) candidates will be elected by a plurality of affirmative votes. That is, the five (5) candidates that receive the highest number of affirmative votes will be elected to serve on our Board.
2.	For Proposal No. 2 (ratification and approval of the appointment of independent auditors), the affirmative vote of the holders of a majority of the shareholders’ shares present in person or represented by proxy at the Meeting and entitled to vote, is required.

·	By Internet - If you received a Notice of Internet Availability of Proxy Materials, you can access our proxy materials and vote online. Instructions to vote online are provided in the Notice.

·	By Telephone - You may vote your shares by calling the telephone number specified on your proxy card. You will need to follow the instructions on your proxy card and the voice prompts.

·

In Person - You may attend the Meeting and vote in person. We will give you a ballot when you arrive. If your stock is held in the name of your broker, bank or another nominee (a “Nominee”), then you must present a proxy from that Nominee in order to verify that the Nominee has not already voted your shares on your behalf.

Name and Address of Beneficial Owner (1)		Position		Amount and Nature of Beneficial Ownership (2)				Percent of Common Stock
Brian Edgar		Chairman and Director			7,775,815(3)				4.83%
Timothy Barry		President, Chief Executive Officer and Director			2,989,666(4)				1.86%
Joshua Crumb		Director			422,500(5)			*
Murray Hitzman		Director			559,320(6)			*
Daniel Kunz		Director			547,500(7)			*
John McClintock		Director			422,500(8)			*
Sean Fallis		Chief Financial Officer			1,486,666(9)			*
All directors, nominees, and executive officers as a group   (7 persons)					14,203,967				8.53%

*	The percentage of Common Stock beneficially owned is less than one percent (1%).

(1)	The address of these persons is c/o Silver Bull Resources, Inc., 925 W. Georgia Street, Suite 1908, Vancouver, British Columbia V6C 3L2.

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

(3)

Consists of (i) 5,650,815 shares of Common Stock held directly, (ii) 2,025,000 stock options, which are vested or will vest within 60 days and (iii) 100,000 shares of Common Stock beneficially owned by Tortuga Investments Corp.  Mr. Edgar disclaims beneficial ownership of 664,962 shares of Common Stock beneficially owned by 0893306 B.C. Ltd., a company wholly owned by Mr. Edgar’s spouse.

(4)	Consists of (i) 1,023,000 shares of Common Stock held directly and (ii) 1,966,666 stock options, which are vested or will vest within 60 days.

(5)	Consists of 422,500 stock options, which are vested or will vest within 60 days.

(6)	Consists of (i) 36,820 shares of Common Stock held directly and (ii) 522,500 stock options, which are vested or will vest within 60 days.

(7)	Consists of (i) 522,500 stock options, which are vested or will vest within 60 days and (ii) 25,000 shares held directly by Resource Energy Development, Inc., of which Mr. Kunz is the sole owner.

(8)	Consists of 422,500 stock options, which are vested or will vest within 60 days.

(9)	Consists of (i) 20,000 shares of Common Stock held directly and (ii) 1,466,666 stock options, which are vested or will vest within 60 days.

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership (1)		Percent of Common Stock
Lazarus Investment Partners LLLP (2)		17,437,856		10.96%
Coeur Capital, Inc. (3)		12,150,715		7.64%

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

(2)

This information is based on a Form 13G/A filed on February 2, 2015 by Lazarus Investment Partners LLLP (“Lazarus Partners”).  Lazarus Management Company LLC (“Lazarus Management”) is the investment advisor and general partner of Lazarus Partners and Lazarus Macro Micro Partners LLLP (“Macro Micro Partners”). Justin B. Borus (“Mr. Borus”) is the managing member of Lazarus Management. As a result, Mr. Borus may be deemed to be the beneficial owner of any shares deemed to be beneficially owned by Lazarus Management. Macro Micro Partners’ holdings in the Company consist of 10,300 shares of Common Stock, and it is not a reporting person. Its shares are included in Lazarus Management’s and Mr. Borus’ holdings, for the reasons set forth above. The foregoing should not be construed in and of itself as an admission by Lazarus Management or Mr. Borus as to beneficial ownership of the shares owned by Lazarus Partners or Macro Micro Partners. Each of Lazarus Management and Mr. Borus disclaims beneficial ownership of the securities set forth above, except to the extent of its or his pecuniary interests therein. The securities set forth above held by Lazarus Partners consist of 17,437,856 shares of Common Stock.   The principal address of each of Lazarus Partners, Lazarus Management and Mr. Borus is 3200 Cherry Creek South Drive, Suite 670, Denver, Colorado  80209.

(3)

This information is based on a Form 13G/A filed on September 10, 2014 by Coeur Mining, Inc. (“Coeur Mining”).  The principal address of Coeur Mining is 104 S. Michigan Ave., Ste. 900, Chicago, Illinois 60603.

Name		Current Position		Age		Year Initially Appointed as Officer or Director
Brian Edgar		Chairman and Director		65		2010
Timothy Barry		President, Chief Executive Officer and Director		39		2010
Joshua Crumb		Director		35		2012
Daniel Kunz		Director		62		2011
John McClintock		Director		63		2012
Sean Fallis		Chief Financial Officer		35		2011

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

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

·

Joshua Crumb :  The Board believes that Mr. Crumb is qualified to serve as a director of the Company because of his extensive experience in the mining industry, including valuation and analysis of mineral projects and analysis of commodity prices, as well as his education and general knowledge of the mining industry.

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

·

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

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

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

(iii)

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

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

(v)

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

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

(vii)

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

(viii)

The signed consent of the proposed nominee in which he or she: (a) consents to being nominated as a director of the Company if selected by the nominating committee; (b) states his or her willingness to serve as a director if elected for compensation not greater than that described in the most recent proxy statement; (c) states whether the proposed nominee is “independent” as defined by Section 803A of the NYSE MKT Company Guide; and (d) attests to the accuracy of the information submitted pursuant to paragraphs (i) through (vii), above.

(1)

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

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

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

(1)

Amounts represent the calculated fair value of stock options granted to the named executive officers based on provisions of ASC 718-10, Stock Compensation. See note 10 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2014 for a discussion regarding assumptions used to calculate fair value under the Black-Scholes–Merton valuation model.

(2)

Mr. Barry was appointed as Vice President – Exploration on September 1, 2010, and then as our President and Chief Executive Officer on February 25, 2011.   As amended on June 1, 2011 and February 26, 2013, Mr. Barry’s employment agreement provides for base compensation of CDN $216,000 annually.  Also, Mr. Barry is eligible to receive an annual bonus at the discretion of the Board.   For fiscal year 2014, Mr. Barry was paid an aggregate bonus of $26,617, which includes a portion of the CDN$30,000 bonus paid for calendar year 2014 performance and a portion of the CDN$30,000 bonus paid for calendar year 2013 performance.

(3)

Mr. Fallis was appointed as the Company’s Chief Financial Officer on April 15, 2011.  From February 7, 2011 to April 14, 2011, he served as our Vice President – Finance.   On February 26, 2013, Silver Bull entered into an amended and restated employment agreement with Sean Fallis that provides for an annual base salary effective March 1, 2013 of CDN$180,000, and he is eligible to receive an annual bonus at the discretion of the Board.  The agreement was amended on February 26, 2015 to modify the severance amount payable in certain circumstances.   Prior to the amended employment agreement, Mr. Fallis’ base compensation was previously CDN$165,000 per year since May 1, 2012 and CDN$150,000 per year prior to that.  For fiscal year 2013, Mr. Fallis was paid a bonus of $22,181, which includes a portion of the CDN$25,000 bonus paid for calendar year 2014 performance and a portion of the CDN$25,000 bonus paid for calendar year 2013 performance.

(4)	Mr. Edgar is paid CDN$90,000 per year.

(5)	All 2012, 2013, and 2014 CDN$ amounts have been converted to US $ using the CDN$/US $ exchange rate as of October 31, 2012, 2013, and 2014, respectively.

·	attracting and retaining highly qualified executives who share our Company values and commitment by designing the total compensation package to be fair and competitive;

·	providing executives with contractual terms that offer them reasonable security; and

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

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

·	the Company’s financial resources;

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

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

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

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

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

(ii)

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

(iii)

a transaction or series or related transactions pursuant to which any person, entity or group or any comparable successor acquires beneficial ownership of securities of the Company representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of directors.

(1)	CDN$ amounts have been converted to US $ using the CDN$/US $ exchange rate as of October 31, 2014.
(2)	Options to purchase common stock vest in equal installments annually over one to two years from the date of grant, subject to acceleration in certain circumstances, including upon a change of control.  The value of the vesting acceleration was calculated by multiplying the number of unvested in-the-money options as of October 31, 2014 by the spread between the closing price of our common stock on October 31, 2014 and the exercise price of such unvested options.  Because all relevant options are out of the money, no value is shown for accelerated vesting of options in the table above.
(3)	In February 2013, Mr. Barry’s employment agreement was amended to increase the amount payable upon a change of control from twelve (12) months of base salary, plus prior year’s bonus, to twenty-four (24) months of base salary, plus prior year’s bonus.
(4)	In February 2013, Mr. Fallis’s employment agreement was amended to increase the amount payable upon a change of control from twelve (12) months of base salary, plus prior year’s bonus, to twenty-four (24) months of base salary, plus prior year’s bonus.  In February 2015, Mr. Fallis’s employment agreement was amended to increase the amount payable upon termination without cause from six (6) months of base salary to twelve (12) months of base salary.  The amount shown in the table above assumes that the amended agreement would have been in effect as of October 31, 2014 and therefore shows the higher termination without cause severance payment.
(5)	In February 2013, Mr. Edgar’s employment agreement was amended to increase the amount payable upon a change of control from twelve (12) months of base salary, plus prior year’s bonus, to twenty-four (24) months of base salary, plus prior year’s bonus.

Option Awards
		Number of Securities
		Underlying Unexercised
		Options (1)							Option			Option
Name and Principal Position			Exercisable		Un- exercisable				Exercise Price ($)			Expiration Date
Timothy Barry			500,000			-			0.72			8/23/2015
President, Chief Executive Officer and Director (2)			250,000			-			1.05			2/25/2016
			200,000			-			0.54			1/12/2017
			450,000			-			0.50			10/11/2017
			333,333			166,667			0.37			6/25/2018
			233,333			466,667			0.26			9/3/2019
Sean Fallis			350,000			-			1.12			2/7/2016
Chief Financial Officer (3)			250,000			-			0.54			1/12/2017
			400,000			-			0.50			10/11/2017
			266,666			133,334			0.37			6/25/2018
			200,000			400,000			0.26			9/3/2019
Brian Edgar			600,000			-			0.72			8/23/2015
Chairman and Director (4)			200,000			-			0.54			1/12/2017
			450,000			-			0.50			10/11/2017
			450,000			-			0.37			6/25/2018
			325,000			325,000			0.26			9/3/2019

(1)	Includes options granted under the 2010 Stock Option Plan.

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

(3)

Options vest in three equal installments: one-third on the grant date, one-third on the first anniversary of the grant date and one-third on the second anniversary of the grant date. However, the first installment of the February 7, 2011 grant did not vest until May 9, 2011.  Subsequent vesting of this grant occurred on the first- and second-year anniversary of the grant date, respectively.

(4)	Options vest in two equal installments: one-half on the grant date and one-half on the anniversary of the grant date.

				Estimated Future Payouts Under Non–Equity Incentive Plan Awards (1)									Grant Date for		All Other Option Awards: Number of Shares Underlying		Grant Date Fair Value of Option
Name		Grant Date		Threshold ($)				Target ($)			Maximum ($)		Option Awards		Options (2) (#)		Awards ($)
Timothy Barry		2/20/2014			-			$	CDN30,000		(3)		-		-			-
		-			-				-		-		9/4/2014		700,000			63,578
Sean Fallis		2/20/2014			-			$	CDN25,000		(3)		-		-			-
		-			-				-		-		9/4/2014		600,000			54,496
Brian Edgar		-			-				-		(3)		-		-			-
		-			-				-		-		9/4/2014		650,000			55,686

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

(2)	These options are described in “Compensation Discussion and Analysis - Option Grants to our Named Executive Officers ” and in the “Compensation Discussion and Analysis – Option Awards ” table.

(3)	Bonus potential, if any, is at the discretion of the Board.

Brian Edgar (Chairman) (1)

Timothy Barry (2)

Murray Hitzman (1)

Daniel Kunz (3)

Joshua Crumb (4)

John McClintock (4)

(1)	Elected to the Board effective as of April 16, 2010.

(2)	Elected to the Board effective as of March 2, 2011.

(3)	Elected to the Board effective as of April 20, 2011.
(4)	Elected to the Board effective as of February 22, 2012.

Name		Fees earned or paid in cash ($)				Option awards ($) (1)				Total ($)
Murray Hitzman (2)			23,000				10,709				33,709
Daniel Kunz  (3)			26,000				10,709				36,709
Joshua Crumb (4)			23,000				10,709				33,709
John McClintock (5)			20,000				10,709				30,709

(1)

Amounts represent the calculated fair value of stock options granted to the named directors based on provisions of ASC 718-10, Stock Compensation . See note 10 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2014 for discussion regarding assumptions used to calculate fair value under the Black-Scholes–Merton valuation model.

(2)	Mr. Hitzman was paid $23,000 during the fiscal year ended October 31, 2014, which includes $3,000 for serving as Chair of the Compensation Committee.

(3)	Mr. Kunz was paid $26,000 during the fiscal year ended October 31, 2014, which includes $6,000 for serving as the Chair of the Audit Committee.

(4)	Mr. Crumb was paid $23,000 during the fiscal year ended October 31, 2014, which included $3,000 for serving as Chair of the Corporate Governance and Nominating Committee.

(5)	Mr. McClintock was paid $20,000 during the fiscal year ended October 31, 2014.

·

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

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

·	reviewed and discussed the audited financial statements with management and the independent accountants;

·	discussed with the independent accountants the matters required to be discussed by SAS 61 (Codification of Statements on Auditing Standards, AU section 380), as modified by SAS 89 and SAS 90; and

·	received the written disclosures and the letter from the independent accountants required by PCAOB Rule 3526, as may be modified or supplemented, and discussed with the independent accountant the accountants’ independence.

·	reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of SEC Regulation S-K; and

·	based on such review and discussion, we recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Annual Report on Form 10-K for the year ended October 31, 2014 and this Proxy Statement on Schedule 14A.

BY ORDER OF THE BOARD OF DIRECTORS: SILVER BULL RESOURCES, INC. Brian Edgar, Chairman

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