UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On March 17, 2022, Gatos Silver, Inc. (the “Company”) entered into an agreement with its Los Gatos Joint Venture (“LGJV”) partner, Dowa Metals & Mining Co., Ltd. (“Dowa”) to build and operate a new leaching plant to reduce fluorine levels in zinc concentrates produced at the Cerro Los Gatos Mine. This agreement amends the Priority Distribution Agreement, dated May 30, 2019 (the “Priority Distribution Agreement”), among Dowa, the Company, and the LGJV, to reduce the priority payment due to Dowa under the Priority Distribution Agreement to $10.3 million, after which each partner will retain its pro rata share of any dividends. The reduced priority payment amount reflects a portion of both the construction and future estimated operating costs of the new leaching plant, subject to the successful construction and operation of the plant. Should the leaching plant construction not occur, or the leaching plant not operate according to certain parameters during the first five years, portions of the $9.7 million priority distribution reduction could be reinstated.
Item 2.02. Results of Operations and Financial Condition.
On April 7, 2022, the Company issued a press release announcing the LGJV’s production results for the quarter ended March 31, 2022 and providing certain corporate updates. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
The information included in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 5, 2022, the Company appointed Dale Andres as the Company’s Chief Executive Officer and as a member of the Company’s board of directors, effective April 7, 2022. Mr. Andres currently serves as the Company’s President. There are no arrangements or understandings between Mr. Andres and any other person pursuant to which Mr. Andres was selected as a director of the Company. Information required by Item 401(b), (d) and (e) and Item 404(a) of Regulation S-K relating to Mr. Andres was included in the Company’s Current Report on Form 8-K filed with the SEC on June 1, 2021.
On April 5, 2022, Stephen Orr informed the Company and its board of directors that he intends to retire from serving as the Company’s Chief Executive Officer and as a member of the Company’s board of directors, effective April 7, 2022. Mr. Orr’s retirement did not occur because of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In addition, on April 5, 2022, Roger Johnson informed the Company that he intends to retire from serving as the Company’s Chief Financial Officer, effective May 21, 2022. On April 5, 2022, Philip Pyle informed the Company that he intends to retire from serving as the Company’s Vice President of Exploration and Chief Geologist, effective April 5, 2022.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
Description | |
| 99.1 | Press Release, dated April 7, 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 7, 2022 | By: | /s/ Dale Andres |
| Dale Andres | ||
| Chief Executive Officer | ||