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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 18, 2022, Gatos Silver, Inc. (the “Company”) received a notice from the New York Stock Exchange (“NYSE”) stating that the Company was not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2021 with the U.S. Securities and Exchange Commission.
On January 25, 2022, the Company disclosed that, during its mineral resource and mineral reserve update process for the Los Gatos Joint Venture (“LGJV”), 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 may be an overestimation in the existing resource model. The Company 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 estimate. 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 in the second half of 2022. The Company’s financial statements for the year ended December 31, 2021 may be affected by the ongoing analysis of the aforementioned mineral resource and mineral reserve matters. Accordingly, the Company was unable to timely file its Annual Report on Form 10-K for the year ended December 31, 2021 because the Company requires additional time to prepare a new LOM plan, mineral reserve estimate and financial statements, and to assess the effectiveness of its internal controls over financial reporting to ensure adequate recognition and disclosure of the information required to be included in the Annual Report on Form 10-K. The Company believes that it will be able to file its Annual Report on Form 10-K for the year ended December 31, 2021 in the second half of 2022.
In accordance with Section 802.01E of the NYSE Listed Company Manual, the NYSE will closely monitor the status of the Company’s late filing and related public disclosures for up to six months from the date of the filing delinquency (the “Initial Cure Period”). The Company’s common stock will continue to trade on the NYSE during the Initial Cure Period, subject to the Company’s compliance with other continued listing requirements. In addition, the NYSE may, in its sole discretion, allow the Company’s common stock to continue to trade on the NYSE for an additional six months after the Initial Cure Period in certain circumstances. Notwithstanding the foregoing, if circumstances warrant, the NYSE may commence delisting proceedings at any time.
The Company issued a press release announcing the receipt of the notice from the NYSE. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description | |
| 99.1 | Press Release, dated April 22, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| GATOS SILVER, INC. | ||||||
| Date: April 22, 2022 | By: |
/s/ Dale Andres | ||||
| Dale Andres | ||||||
| Chief Executive Officer | ||||||
