UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 13 19, 2024

GATOS SILVER, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39649

27-2654848

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

925 W Georgia Street, Suite 910

Vancouver, British Columbia, Canada

V6C 3L2

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (604) 424-0984

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	GATO	New York Stock Exchange
	Indicate by check	Toronto Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 1.01. Entry into a Material Definitive Agreement.

On December 19, 2024, Gatos Silver, Inc. (“Gatos Silver” or the “Company”), Dowa Metals & Mining Co., Ltd. (“Dowa”), Minera Plata Real, S. de R.L. de C.V. ( “MPR”) and Operaciones San José de Plata, S. de R.L. de C.V. (“OpCo”) entered into an amended and restated joint venture agreement (the “Amended and Restated Joint Venture Agreement”) regarding the Los Gatos Joint Venture (“LGJV”) to explore, develop and operate the Los Gatos concessions including the Cerro Los Gatos Mine (“CLG”) in northern Mexico. The Amended and Restated Joint Venture Agreement amends and restates the Unanimous Omnibus Partner Agreement effective as of January 1, 2015, as amended, among the Company, Dowa, MPR, Servicios San José De Plata, S de R.L. de C.V. (“SSJ”, which merged into MPR, effective July 15, 2021) and OpCo.

In addition, on December 19, 2024, OpCo and Dowa entered into an amended and restated offtake agreement (the “Amended and Restated Offtake Agreement”) regarding Dowa’s purchase of the zinc concentrates produced at CLG. The Amended and Restated Offtake Agreement amends and restates the Zinc Offtake Agreement dated as of June 27, 2019, as amended, among OpCo and Dowa. Also on December 19, 2024 Gatos Silver, MPR and OpCo entered into an amended and restated services agreement (the “Amended and Restated Services Agreement”) regarding Gatos Silver oversight and direction of OpCo and the provision of services by OpCo to MPR. The Amended and Restated Services Agreement amends and restates the Services Agreement dated as of January 23, 2015, as amended, among Gatos Silver, MPR and OpCo. The Amended and Restated Joint Venture Agreement, the Amended and Restated Offtake Agreement and the Amended and Restated Services Agreement are collectively referred to as the “Amended and Restated LGJV Agreements.” The Amended and Restated LGJV Agreements will be effective January 1, 2025.

The Amended and Restated Joint Venture Agreement: (i) establishes certain obligations of Gatos Silver to cause MPR and OpCo to use commercially reasonable efforts to meet certain quality criteria for zinc concentrates and to maintain certain levels of production; (ii) reduces supermajority voting requirements within the LGJV (the effect of which will be to provide Gatos Silver with control over a variety of ordinary-course operational, budgeting and planning decisions); and (iii) provides a new sole-funding right to Gatos Silver for mine or plant modifications or expansions, allowing Gatos Silver to require that the same be undertaken and to dilute Dowa’s interest in the LGJV if Dowa elects not to participate, among other amendments.

The foregoing descriptions of the Amended and Restated Joint Venture Agreement, the Amended and Restated Offtake Agreement and the Amended and Restated Services Agreement are qualified in their entirety by the terms of such agreements, which are filed hereto as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 respectively, and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

Reference is made to the information set forth in Item 1.01 of this Current Report on Form 8-K, which information is incorporated by reference into this Item 2.01.

As a result of the Amended and Restated LGJV Agreements, Gatos Silver’s investment in the LGJV, which has to date been reported on an unconsolidated basis under the equity method of accounting, will be accounted for on a consolidated basis effective January 1, 2025. In particular, the changes to the supermajority requirements under the Amended and Restated Joint Venture Agreement will provide Gatos Silver with sufficient control over the LGJV to enable financial consolidation. Gatos Silver’s economic interest in the LGJV remains unchanged and Dowa’s interest, which is also unchanged, will be reported as a minority interest. The unaudited pro forma condensed combined balance sheet as of September 30, 2024 and the unaudited proforma condensed combined statement of earnings (loss) for the nine months ended September 30, 2024 and for the fiscal year ended December 31, 2023 have been included as Exhibit 99.4 to this Current Report on Form 8-K.

Item 8.01. Other Events.

On December 13 19, 2024 ~~Gatos Silver~~, ~~Inc. (“Gatos Silver” or~~ the “Company~~”),~~ ~~and~~issued ~~First~~a ~~Majestic~~press ~~Silver~~release ~~Corp.~~announcing ~~(“First~~the ~~Majestic”)~~entry ~~received~~into ~~unconditional~~the ~~authorization~~Amended toand ~~complete~~Restated ~~the~~LGJV ~~previously~~Agreements. ~~announced~~A ~~acquisition~~copy of ~~the~~that ~~Company~~press byrelease ~~First~~is ~~Majestic~~attached ~~from~~as ~~the~~Exhibit ~~Mexican~~99.1 ~~Federal~~to ~~Economic~~this ~~Competition~~Current ~~Commission~~Report ~~(the~~on ~~“COFECE”).~~Form ~~Approval~~8-K ~~from~~and ~~the COFECE~~ is ~~the~~incorporated ~~only~~herein ~~regulatory~~by ~~approval required under the Agreement and Plan of Merger (the “Merger Agreement”) with First Majestic~~reference.

Under the Merger Agreement First Majestic will acquire all of the issued and outstanding shares of common stock of Gatos Silver (the “Transaction”), subject to the adoption of the Merger Agreement by Gatos’ stockholders at its special meeting of stockholders and the approval by First Majestic’s shareholders of the issuance of First Majestic common shares in connection with the Transaction at First Majestic’s special meeting of shareholders, each to be held on Tuesday, January 14, 2025, as well as the satisfaction or waiver of the other remaining customary conditions precedent set out in the Merger AgreementItem 9.01 ~~Gatos~~Financial ~~Silver~~Statements and ~~First Majestic currently expect that the Transaction will close in January 2025~~Exhibits.

~~Important~~(a) ~~Information~~Financial ~~for~~Statements ~~Investors~~of ~~and~~businesses ~~Stockholders~~or ~~about~~funds ~~the~~acquired. ~~Transaction and Where to Find It~~

~~This~~The ~~current~~audited ~~report~~combined onfinancial ~~Form~~statements ~~8-K~~of isLos ~~not~~Gatos ~~intended~~Joint toVenture ~~and~~as ~~does not constitute an offer to buy or sell or the solicitation~~ of anand ~~offer to subscribe~~ for ~~or buy or an invitation to purchase or subscribe for any securities of First Majestic or Gatos Silver or~~ the ~~solicitation~~years ofended ~~any vote or approval in any jurisdiction~~December 31, ~~nor~~2023 ~~shall~~and ~~there~~2022 beare ~~any~~incorporated ~~sale,~~by ~~issuance~~reference oras ~~transfer~~Exhibit ~~of securities of First Majestic or Gatos Silver in any jurisdiction in contravention of applicable law~~99.2 ~~This~~to ~~current~~this ~~report~~Current Report on Form 8-K ~~may be deemed to be soliciting material relating to the Transaction~~.

InThe ~~connection~~unaudited ~~with~~consolidated ~~the~~financial ~~Transaction~~statements between First Majestic and Gatos Silver pursuant to the Merger Agreement and subject to future developments, First Majestic filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4 that includes a Proxy Statement of Gatos Silver, ~~that also constitutes a Prospectus of First Majestic (the “Proxy Statement/Prospectus”) and other documents~~Inc. ~~Each~~as of ~~First Majestic~~ and ~~Gatos~~for ~~Silver may also file other relevant documents with~~ the ~~SEC~~nine ~~regarding~~months ~~the~~ended ~~Transaction.~~September ~~The registration statement on Form F-4 was declared effective by the SEC on December 2~~30, 2024~~. Gatos Silver filed a Proxy Statement/Prospectus with the SEC on December 3~~, ~~2024~~ which itincludes ~~commenced mailing on December 6, 2024 to its stockholders in connection with~~ the ~~Transaction.~~Los First Majestic filed the Information Circular in connection with the proposed Transaction with applicable Canadian securities regulatory authorities on December 10, 2024 and commenced mailing the meeting materials to its shareholders on December 10, 2024. This current report on Form 8-K is not a substitute for any registration statement, proxy statement, prospectus or other document First Majestic or Gatos ~~Silver~~Joint ~~has~~Venture ~~filed~~combined orbalance ~~may~~sheet file with the SEC or Canadian securities regulatory authorities in connection with the pending Transaction. INVESTORS AND SECURITY HOLDERS OF GATOS SILVER AND FIRST MAJESTIC ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND MANAGEMENT PROXY CIRCULAR, RESPECTIVELY, AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC OR CANADIAN SECURITIES REGULATORY AUTHORITIES AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE TRANSACTION BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT FIRST MAJESTIC, GATOS SILVER, THE TRANSACTION AND RELATED MATTERS. Investors and ~~security~~related ~~holders~~combined ~~are~~statements ~~able to obtain free copies~~ of ~~the~~operations ~~Proxy Statement/Prospectus, the filings with the SEC that are~~ and ~~will~~comprehensive beincome ~~incorporated by reference into the Proxy Statement/Prospectus~~ and ~~other~~statement ~~documents~~of ~~filed~~cash ~~with~~flows ~~the~~as SEC by First Majestic and Gatos Silver containing important information about First Majestic or Gatos Silver and the Transaction through the website maintained by the SEC at www.sec.gov. Investors are also able to obtain free copies of ~~the management proxy circular~~ and ~~other~~for ~~documents~~such ~~filed with Canadian securities regulatory authorities by First Majestic~~period, ~~through~~are ~~the~~incorporated ~~website maintained~~ by ~~the~~reference ~~Canadian~~as ~~Securities~~Exhibit ~~Administrators at www~~99.~~sedarplus.com.~~3 ~~In addition, investors and security holders are able~~ to ~~obtain~~this ~~free~~Current ~~copies~~Report ~~of the documents filed by First Majestic with the SEC and Canadian securities regulatory authorities~~ on ~~First~~Form ~~Majestic’s website at www~~8-K.~~firstmajestic.com or~~ by contacting First Majestic’s investor relations team. Copies of the documents filed with the SEC by Gatos Silver are available free of charge on Gatos Silver’s website or by contacting Gatos Silver’s investor relations team.

~~Participants~~(b) inPro ~~the~~forma ~~Merger~~financial ~~Solicitation~~information.

~~First~~The ~~Majestic,~~unaudited ~~Gatos~~pro ~~Silver~~forma ~~and~~condensed ~~certain~~combined ofstatement ~~their respective directors, executive officers and employees may be considered participants in the solicitation~~ of ~~proxies~~financial inposition ~~connection~~as ~~with~~at ~~the proposed Transaction. Information regarding the persons who may~~September 30, ~~under~~2024 ~~the rules of the SEC, be deemed participants in the solicitation of the shareholders of First Majestic~~ and the ~~stockholders~~unaudited ofpro ~~Gatos~~forma ~~Silver~~condensed incombined ~~connection~~statement ~~with the Transaction, including a description~~ of ~~their~~earnings ~~respective~~(loss) ~~direct~~for ~~or indirect interests, by security holdings or otherwise, is included in~~ the ~~Proxy~~nine ~~Statement/Prospectus~~months ~~described~~ended above and other relevant documents filed with the SEC and Canadian securities regulatory authorities in connection with the Transaction. Additional information regarding First Majestic’s directors and executive officers is also included in First Majestic’s Notice of Annual Meeting of Shareholders and 2024 Proxy Statement, which was filed with the SEC and Canadian securities regulatory authorities on AprilSeptember 1530, 2024, and ~~information regarding Gatos Silver’s directors and executive officers is also included in Gatos Silver’s Annual Report on Form 10-K~~ for the fiscal year ended December 31, 2023 ~~filed~~reflecting ~~with~~ the ~~SEC~~consolidation onand ~~February 20, 2024, as amended by Amendment No. 1 to such annual report filed with~~ the ~~SEC~~previously onannounced ~~May 6,~~acquisition ~~2024~~of ~~and~~ Gatos Silver’s ~~2024~~by ~~Proxy~~First ~~Statement~~Majestic ~~for~~Silver ~~its~~Corp. ~~2024~~is ~~Annual~~attached ~~Meeting~~as ofExhibit ~~Stockholders,~~99.4 ~~which~~to ~~was~~this ~~filed~~Current ~~with~~Report ~~the SEC~~ on ~~April 25,~~Form ~~2024.~~8-K ~~These~~and ~~documents~~incorporated ~~are~~in ~~available~~this ~~free~~report ofby ~~charge as described above~~reference.

~~Cautionary~~(d) ~~Note~~Exhibits. ~~Regarding Forward Looking Statements~~

This current report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor created by such sections and other applicable laws and “forward-looking information” under applicable Canadian securities laws (collectively, “forward-looking statements”). These statements relate to future events of First Majestic and/or Gatos Silver that are based on assumptions of management of First Majestic and/or Gatos Silver made in good faith in light of management’s experience and perception of future developments. Forward-looking statements in this current report on Form 8-K include, but are not limited to, statements with respect to: closing of the Transaction and the terms and timing related thereto; the timing and receipt of required shareholder and other approvals; satisfaction of the conditions to completion of the Transaction; and the anticipated timing of the First Majestic special meeting of shareholders and the Gatos special meeting of stockholders. Assumptions may prove to be incorrect and actual results may differ materially from those anticipated. Consequently, guidance cannot be guaranteed. As such, investors are cautioned not to place undue reliance upon guidance and forward-looking statements as there can be no assurance that the plans, assumptions or expectations upon which they are placed will occur.


Exhibit No.		Description

99.1		Press Release, dated December 19, 2024

99.2		Audited combined financial statements of Los Gatos Joint Venture as of and for the years ended December 31, 2023 and 2022 (incorporated by reference to Part II, Item 8 of Amendment No. 1 to the Company’s Annual Report on Form 10-K filed on May 6, 2024)

99.3		Unaudited consolidated financial statements of Gatos Silver, Inc. as of and for the nine months ended September 30, 2024 and 2023 (incorporated by reference to Part I, Item 1 of the Company’s Quarterly Report on Form 10-Q filed on November 12, 2024).

99.4		Unaudited pro forma condensed combined financial information

2.1+		Agreement and Plan of Merger, dated September 5, 2024, by and among Gatos Silver, Inc., First Majestic Silver Corp. and Ocelot Transaction Corp., incorporated by reference to Exhibit 2.1 of Form 8 K of Registrant filed on September 6, 2024.

10.1		Amended and Restated Joint Venture Agreement effective as of January 1, 2025 among Gatos Silver, Inc., Dowa Metals & Mining Co., Ltd., Minera Plata Real, S. de R.L. de C.V. and Operaciones San José de Plata, S. de R.L. de C.V.

10.2*		Amended and Restated Offtake Agreement effective as of January 1, 2025 among Gatos Silver, Inc., Operaciones San José de Plata, S. de R.L. de C.V. and Dowa Metals & Mining Co., Ltd.

10.3		Amended and Restated Services Agreement effective as of January 1, 2025 among Gatos Silver, Inc., Minera Plata Real, S. de R.L. de C.V. and Operaciones San José de Plata, S. de R.L. de C.V.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Actual~~+ ~~results~~Certain ~~may~~schedules ~~vary from forward-looking statements. Forward-looking statements~~ are ~~subject~~omitted topursuant ~~known and unknown risks, uncertainties and other factors that may cause actual results~~ to ~~materially~~item ~~differ from those expressed or implied by such forward-looking statements, including but not limited to those factors discussed in~~ 601(a) the section entitled “Description of the Business - Risk Factors” in First Majestic’s most recently filed Annual Information Form, available under its profile on SEDAR+ at www.sedarplus.com, and as an exhibit to its most recently filed Form 40-F available on EDGAR at www.sec.gov/edgar or on First Majestic’s website and (b5) ~~the~~ ~~Gatos~~of ~~Silver’s~~Regulation ~~Annual Report on Form 10~~S-K ~~for the year ended December 31, 2023, available on EDGAR at www~~.~~sec.gov/edgar or~~ on Gatos ~~Silver’s~~agrees ~~website. First Majestic is not affirming or adopting any statements or reports attributed~~ to ~~Gatos~~furnish ~~Silver~~supplementally ~~in this current report on Form 8-K or made by Gatos Silver outside of this current report on Form 8-K. Gatos Silver is not affirming or adopting~~ any ~~statements~~omitted orschedules ~~reports attributed~~ to ~~First~~the ~~Majestic~~SEC inupon ~~this current report on Form 8-K or made by First Majestic outside of this current report on Form 8-K~~request. Although First Majestic and Gatos Silver have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended.

~~First~~* ~~Majestic~~Certain ~~and~~confidential ~~Gatos~~information ~~Silver~~contained ~~believe that the expectations reflected~~ in ~~these~~this ~~forward-looking~~document ~~statements~~has ~~are~~been ~~reasonable,~~redacted ~~but~~in noaccordance ~~assurance~~with ~~can~~Item be601(b)(10)(iv) ~~given~~of ~~that~~Regulation ~~these~~S-K. ~~expectations~~Gatos ~~will~~agrees ~~prove~~ to befurnish ~~correct~~supplementally ~~and~~an ~~such~~unredacted ~~forward-looking~~copy ~~statements included herein should not be unduly relied upon. These statements speak only as~~ of the ~~date~~exhibit ~~hereof. First Majestic and Gatos Silver do not intend, and do not assume any obligation,~~ to ~~update~~the ~~these~~SEC ~~forward-looking~~upon ~~statements or forward-looking information, except as required by applicable laws~~request.

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: December 13, 2024

/s/ Dale Andres

Date: December 19, 2024

/s/ Dale Andres

Dale Andres

Chief Executive Officer

Filing Compare · Gatos Silver, Inc.