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SEC File Number: 001-39649
CUSIP: 368036109
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
| (Check one): | ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ For the Transition Period Ended: |
| Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. | |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Gatos Silver, Inc.
Full Name of Registrant
N/A
Former Name if Applicable
8400 E. Crescent Parkway, Suite 600
Address of Principal Executive Office (Street and Number)
Greenwood Village, CO 80111
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20- F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |
| ☐ |
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| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Gatos Silver, Inc. (the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022. On January 25, 2022, the Company disclosed that, during its mineral resource and mineral reserve reconciliation process for the Los Gatos Joint Venture, the Company concluded that there were errors in the technical report entitled “Los Gatos Project, Chihuahua, Mexico” with an effective date of July 1, 2020, as well as indications that there is an overestimation in the existing resource model. Gatos Silver is focused on producing a new life-of-mine (“LOM”) plan and updating its mineral resource and mineral reserve estimates following its January 25, 2022 announcement regarding a reduction in metal content of its previously stated mineral reserve estimates. The Company is working with independent engineering consultants to prepare new mineral resource and reserve estimates, including a new resource model, that will form the basis of a new technical report which is expected to be delivered before the end of October 2022. While the Company is continuing to evaluate material weaknesses in its internal controls over financial reporting, the Company expects that it will determine that at least one material weakness exists. The Company is still evaluating the extent of this and other potential material weaknesses. As a result, the Company is unable to provide additional information at this time but expects to provide an update in the third quarter of 2022.
The Company’s financial statements for the quarterly period ended June 30, 2022 may be affected by the ongoing analysis of the aforementioned mineral resource and mineral reserve matters. Accordingly, the Company is unable to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 within the prescribed time period because the Company requires additional time to prepare and review its new LOM plan, mineral reserve estimates and financial statements to ensure adequate recognition and disclosure of the information required to be included in the Quarterly Report on Form 10-Q. The Company believes that it will be able to file its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022 in the fourth quarter of 2022.
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PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| André van Niekerk | (720) 248 8904 | |
| (Name) | (Area Code) (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☐ No ☒ |
Gatos Silver, Inc. has not filed its Annual Report on Form 10-K for the year ended December 31, 2021 and has not filed its Quarterly Report on form 10-Q for the quarter ended March 31, 2022.
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☐ No ☒ |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Gatos Silver, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 16, 2022 | By: | /s/ André van Niekerk |
André van Niekerk Chief Financial Officer |
| ATTENTION |
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
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