NT 10-K 1 dp191776_nt10k.htm FORM NT 10-K

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: December 31, 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

925 W Georgia Street, Suite 910

Address of Principal Executive Office (Street and Number)

Vancouver, British Columbia, Canada V6C 3L2

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

(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. (“Gatos Silver” or the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”). As disclosed in the Company’s Current Report on Form 8-K filed on April 3, 2023, on March 31, 2023, the Company determined that there was an understatement in the net deferred tax assets in its 70%-owned Los Gatos Joint Venture (“LGJV”) that originated in 2021. Based on the preliminary analysis, the required adjustments resulting from the understatement are non-cash and primarily relate to the timing and recognition of net deferred tax assets at the LGJV. The adjustments require the restatement of previously issued financial statements of the Company and of the LGJV for the year ended December 31, 2021 and the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022 (the “Affected Periods”). The Company is unable to file its 2022 Form 10-K until the restatement of the financial statements for the Affected Periods is complete. The Company currently plans to complete the restatement of the financial statements for the Affected Periods and file its 2022 Form 10-K by April 17, 2022, but cautions that this timing may be subject to change.

PART IV — OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification

	André van Niekerk	(604) 424-0984
	(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 ☒

The Company will file an Annual Report on Form 10-K/A for the year ended December 31, 2021 and Quarterly Reports on Form 10-Q/A for the quarters ended March 31, 2022, June 30, 2022 and September 30, 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.

The Company believes that the net effect of the adjustments would decrease by approximately $4 to $6 million its reported net income of $18.3 million for the nine months ended September 30, 2022. The Company believes that the net effect of the adjustments would increase its investment in affiliates (LGJV) by $7 to $11 million and increase the previously reported non-cash impairment of $51.6 million in Gatos Silver’s investment in the LGJV by the same amount in 2021. The Company believes that the net effect of the adjustments on the Company’s 2021 net income would be nil. The recognition of the net deferred tax assets in 2021 would have increased the income tax benefit available to the LGJV, and increased LGJV net income by an estimated $10 to $15 million in 2021. The adjustments would have reduced the income tax benefit recognized by the LGJV in the nine months ended September 30, 2022, and would reduce the LGJV net income by approximately $6 to $9 million for the nine months ended September 30, 2022 from the previously reported $53 million. As the Company continues to complete its work to finalize the adjustments, these preliminary estimates may change.

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: April 3, 2023	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).