| FORM 13-502F1 |
| CLASS 1 AND CLASS 3B REPORTING ISSUERS – PARTICIPATION FEE |
| | MANAGEMENT CERTIFICATION |
| | | I, ______________________, an officer of the reporting issuer noted below have examined this Form13-502F1 (the Form) being submitted hereunder to the Ontario Securities Commission and certify that tomy knowledge, having exercised reasonable diligence, the information provided in the Form is completeand accurate. |
| | | (s)________________________________Name:Title: |
| | | | | | Date: March 20, 2023 |
| | | Reporting Issuer Name: | Gatos Silver, Inc. |
| December 31, 2021 |
| | | End date of previous financial year: |
| | | Type of Reporting Issuer: | Class 1 reporting issuer | | | | Class 3B reporting issuer |
| Toronto Stock Exchange |
| | | Highest Trading Marketplace:(refer to the definition of “highest trading marketplace” under OSC Rule 13-502 Fees) |
| | | Market value of listed or quoted equity securities:(in Canadian Dollars - refer to section 7.1 of OSC Rule 13-502 Fees) |
| | | Equity Symbol |
| | | | | GATO |
| | | | | _________________________ |
| | | 1st Specified Trading Period (dd/mm/yy)(refer to the definition of “specified trading period” under OSCRule 13-502 Fees) |
| | | | | | _________________ to _________________ | 01/01/2021 | | 31/03/2021 |
| | | Closing price of the security in the class or serieson the last trading day of the specified tradingperiod in which such security was listed or quotedon the highest trading marketplace |
| | | | | 12.48 |
| | | | | $________________________ (i) |
| | | Number of securities in the class or series of suchsecurity outstanding at the end of the last tradingday of the specified trading period |
| | | | | 59,409,052 |
| | | | | _________________________ (ii) |
| | | | | 741,424,969 |
| | | Market value of class or series | | | | (i) x (ii) | $_________________________ (A) |
| | | 2nd Specified Trading Period (dd/mm/yy)(refer to the definition of “specified trading period” under OSCRule 13-502 Fees) |
| | | | | | 01/04/2021 | | 30/06/2021 |
| | | | | | _________________ to _________________ |
| Closing price of the security in the class or serieson the last trading day of the specified tradingperiod in which such security was listed or quotedon the highest trading marketplace |
| 21.64 |
| $______________________ (iii) |
| Number of securities in the class or series of suchsecurity outstanding at the end of the last tradingday of the specified trading period |
| 59,774,201 |
| ________________________ (iv) |
| 1,293,513,710 |
| Market value of class or series | | (iii) x (iv) | $________________________ (B) |
| 3rd Specified Trading Period (dd/mm/yy)(refer to the definition of “specified trading period” under OSCRule 13-502 Fees) |
| | | 01/07/2021 | 30/09/2021 |
| | | _________________ to _________________ |
| Closing price of the security in the class or serieson the last trading day of the specified tradingperiod in which such security was listed or quotedon the highest trading marketplace |
| 14.76 |
| $ _______________________ (v) |
| Number of securities in the class or series of suchsecurity outstanding at the end of the last tradingday of the specified trading period |
| 69,134,494 |
| ________________________ (vi) |
| Market value of class or series | 1,020,425,131 |
| | (v) x (vi) | $________________________ (C) |
| 4th Specified Trading Period (dd/mm/yy)(refer to the definition of “specified trading period” under OSCRule 13-502 Fees) |
| | | 01/10/2021 | 31/12/2021 |
| | | _________________ to _________________ |
| Closing price of the security in the class or serieson the last trading day of the specified tradingperiod in which such security was listed or quotedon the highest trading marketplace |
| 13.13 |
| ________________________ (vii) |
| Number of securities in the class or series of suchsecurity outstanding at the end of the last tradingday of the specified trading period |
| 69,162,223 |
| ________________________ (viii) |
| 908,099,988 |
| Market value of class or series | | (vii) x (viii) $________________________ (D) |
| 5th Specified Trading Period (dd/mm/yy)(if applicable - refer to the definition of “specified tradingperiod” under OSC Rule 13-502 Fees) |
| | | NA | NA |
| | | _________________ to _________________ |
| Closing price of the security in the class or serieson the last trading day of the specified tradingperiod in which such security was listed or quotedon the highest trading marketplace |
| $_______________________ (ix) | NA |
| NA |
| Number of securities in the class or series of such | ________________________ (x) |
| security outstanding at the end of the last tradingday of the specified trading period |
| | NA |
| Market value of class or series | (ix) x (x) | $________________________ (E) |
| Average Market Value of Class or Series(Calculate the simple average of the market value of the classor series of security for each applicable specified tradingperiod (i.e. A through E above)) |
| | 990,865,950 |
| | $_________________________ (1) |
| (Repeat the above calculation for each other class or series of equity securities of the reporting issuer (and asubsidiary pursuant to paragraph 2.8(1)(c) of OSC Rule 13-502 Fees, if applicable) that was listed or quoted on amarketplace at the end of the previous financial year) |
| Fair value of outstanding debt securities:(See paragraph 2.8(1)(b), and if applicable, paragraph 2.8(1)(c)of OSC Rule 13-502 Fees) |
| | NA |
| | $_________________________ (2) |
| (Provide details of how value was determined) |
| | 990,865,950 |
| Capitalization for the previous financial year | (1) + (2) | $_________________________ |
| | 13,650 |
| Participation Fee | | $_________________________ |
| (For Class 1 reporting issuers, from Appendix A ofOSC Rule 13-502 Fees, select the participation fee) |
| (For Class 3B reporting issuers, from AppendixA.1 of OSC Rule 13-502 Fees, select theparticipation fee) |
| Late Fee, if applicable(As determined under section 2.7 of OSC Rule 13-502 Fees) |
| | $ | 3,303.30 |
| Total Fee Payable(Participation Fee plus Late Fee) | | $ | 16,953.30 |
