DENVER–(BUSINESS WIRE)–Gatos Silver, Inc. (NYSE/TSX: GATO) (“Gatos Silver” or the “Company”) is providing this bi-weekly default status report in accordance with National Policy 12-203 – Management Cease Trade Orders (“NP 12-203”). In its March 18, 2022 news release (the “Notice”), the Company announced the delay in the filing of its annual report on Form 10-K for the year ended December 31, 2021, which includes its audited consolidated financial statements as at and for the year ended December 31, 2021, together with the auditor’s report thereon and the notes thereto, its management’s discussion and analysis for the year ended December 31, 2021 relating to the audited annual financial statements, and the Chief Executive Officer and Chief Financial Officer certificates relating to its annual filings by the filing deadline of March 31, 2022. In its May 13, 2022 news release, the Company announced the delay in the filing of its interim financial filings on Form 10-Q for the quarterly period ended March 31, 2022, which includes interim financial statements as at and for the quarterly period ended March 31, 2022, together with its management’s discussion and analysis for the quarterly period ended March 31, 2022 relating to the interim financial statements, and the Chief Executive Officer and Chief Financial Officer certificates relating to its interim filings by the filing deadline of May 16, 2022. In its August 5, 2022 news release, the Company announced the delay in filing its interim financial filings on Form 10-Q for the quarterly and year to date periods ended June 30, 2022, which includes interim financial statements as at June 30, 2022 and for the quarterly and year to date periods ended June 30, 2022, together with its management’s discussion and analysis for the quarterly period ended June 30, 2022 relating to the interim financial statements, and the Chief Executive Officer and Chief Financial Officer certificates relating to its interim filings by the filing deadline of August 15, 2022.
On October 3, 2022, the Company announced an updated CLG Mineral Reserve Estimate, Mineral Resource Estimate and Life of Mine plan and expects to file National Instrument 43-101 and S-K 1300 compliant technical reports at the end of October 2022. On October 11, 2022, the Company announced quarterly production results for the third quarter of 2022 and updated production and cost guidance for 2022.
On October 13, 2022, the Company received a notice that the New York Stock Exchange’s Listings Operations Committee agreed to provide the Company with an additional trading period through April 15, 2023, subject to reassessment on an ongoing basis, to complete and file the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and subsequent Quarterly Reports on Form 10-Q with the U.S. Securities and Exchange Commission. NYSE Regulation will closely monitor the Company’s progress with the milestones and timing submitted to NYSE Regulation, and failure to achieve these interim milestones could result in accelerated trading suspension prior to the end of the April 15, 2023 trading period. In addition, if the Company does not file its required SEC filings by April 15, 2023, the NYSE will initiate suspension and delisting procedures.
On October 13, 2022, the Company received an extension from the lenders under its revolving credit agreement from the requirement to furnish financial statements for the periods ending December 31, 2021, March 31, 2022, June 30, 2022, September 30, 2022 until March 31, 2023.
On October 14, 2022, the Company received notice from the Toronto Stock Exchange approving an extension to file its annual financial statements for the year ending December 31, 2021 until January 31, 2023, an extension to file its interim financial statements for the periods ending March 31, 2022 and June 30, 2022 until February 28, 2023 and an extension for holding the Company’s annual shareholders’ meeting until March 31, 2023.
As previously announced KPMG LLP (“KPMG”) resigned as the Company’s independent registered public accounting firm due to the previously announced changes in the composition and location of our new executive team in Vancouver and its understanding of the Organization of Chartered Professional Accountants of British Columbia Bylaws, which would require KPMG to be licensed in British Columbia. The Company is diligently working to identify and engage an auditor to conduct the audit and review of the financial statements required to be included in its annual report on Form 10-K for the year ended December 31, 2021, its quarterly report on Form 10-Q for the quarter ended March 31, 2022 and its quarterly report on Form 10-Q for the quarter ended June 30, 2022. The Company intends to file such SEC reports as soon as practicable and expects to hold its annual shareholder meeting once such reports have been filed. While the Company is continuing to evaluate material weaknesses in its internal controls over financial reporting related to the mineral reserve reporting errors, 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. The Company’s financial statements for the year ended December 31, 2021 and quarters ended March 31, 2022 and June 30, 2022 may be affected by the ongoing analysis of the aforementioned mineral reserve matters.
A management cease trade order was granted by the Ontario Securities Commission on April 1, 2022 (the “Original MCTO”) and the Ontario Securities Commission granted additional management cease trade orders on April 12, 2022 and July 7, 2022 (the “Additional MCTOs” and together with the Original MCTO, the “MCTO”).
Pursuant to NP 12-203, the Company must file bi-weekly status reports in the form of further news releases during the period from the Notice until the MCTO is revoked. The Company reports that since the Notice: (i) there have been no material changes regarding the information contained in the Notice that have not been disclosed in a bi-weekly default status report or in a news release referenced therein; (ii) there have been no failures by the Company in fulfilling its stated intentions with respect to satisfying the provisions of the alternative information guidelines under NP 12-203; and (iii) there has not been any specified default subsequent to the defaults announced in the Notice and the news releases dated May 13, 2022 and August 5, 2022.
About Gatos Silver
Gatos Silver is a silver dominant exploration, development and production company that discovered a new silver and zinc-rich mineral district in southern Chihuahua State, Mexico. As a 70% owner of the Los Gatos Joint Venture (“LGJV”), the Company is primarily focused on operating the mine and mineral processing plant at the LGJV’s Cerro Los Gatos deposit. The LGJV consists of approximately 103,087-hectares of mineral rights, representing a highly prospective and under-explored district with numerous silver-zinc-lead epithermal mineralized zones identified as priority targets.
Forward-Looking Statements
This press release may contain certain information that may constitute “forward-looking statements” and “forward looking information”(collectively, “forward-looking statements”) within the meaning of U.S. and Canadian securities laws. The forward-looking statements contained herein include statements about the timing for filing of the Company’s interim financial information on Form 10-Q and the Company’s annual report on Form 10-K, as well as the ability of the Company’s common stock to trade on the NYSE, timing for holding the annual shareholder meeting, for the engagement of a successor auditor and for producing new technical reports. While the Company has based these forward-looking statements on its current expectations about future events, the statements are not guarantees of the Company’s future performance and are subject to risks, uncertainties, assumptions and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Such risks, uncertainties, assumptions and factors include, amongst others, the evaluation of material weaknesses in its internal controls, the timing of filing updated technical reports and the timing to engage a successor auditor. Further, although the Company has attempted to identify factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. As there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements, readers should not place undue reliance on forward-looking statements.
