GATOS SILVER, INC. : Entry into a Material Definitive Agreement, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Unregistered Sale of Equity Securities, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

In connection with the initial public offering by Gatos Silver, Inc. (the "Company") of its common stock, par value $0.001 per share (the "Common Stock"), described in the Registration Statement on Form S-1 (File No. 333-249224), as amended (the "Registration Statement"), the following agreements were entered into:

    1.  Management Services Agreement dated October 30, 2020, between the Company
        and Silver Opportunity Partners Corporation (the "Management Services
        Agreement");




    2.  Shareholders Agreement dated October 30, 2020, by and among the Company
        and the stockholders that are signatories thereto (the "Shareholders
        Agreement"); and




    3.  Registration Rights Agreement dated October 30, 2020, by and among the
        Company and the stockholders that are signatories thereto (the
        "Registration Rights Agreement").

The Management Services Agreement, the Shareholders Agreement and the Registration Rights Agreement are filed herewith as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference. The terms of these agreements are substantially the same as the terms described in the Registration Statement.

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On October 30, 2020, in connection with the Company's initial public offering, the Company's outstanding convertible notes, including accrued but unpaid interest, became due and payable. As of September 30, 2020, the Company had issued $15,000 thousand aggregate principal amount of convertible notes and there was $187 thousand in accrued but unpaid interest. On October 27, 2020, the Company exercised its option to convert the outstanding principal amount of convertible notes plus $187 thousand in accrued but unpaid interest into an aggregate of 2,712,003 shares of Common Stock. The shares of Common Stock were issued on October 30, 2020. The conversion of the outstanding convertible notes and accrued but unpaid interest into shares of Common Stock was deemed a repayment of such convertible notes and accrued but unpaid interest. The remaining accrued but unpaid interest is expected to be paid in cash.

Item 3.02. Unregistered Sales of Equity Securities.

The information included in Item 5.03 with respect to the Certificate of Incorporation is incorporated by reference into this Item 3.02. Upon the filing of the Company's Certificate of Incorporation with the Secretary of State of the State of Delaware, each one share of the Company's common stock prior to the filing of the Certificate of Incorporation with the Secretary of State of the State of Delaware was exchanged for 0.394057448219062 validly issued, fully-paid and non-assessable shares of Common Stock and 0.105942551780938 shares of validly issued, fully-paid and non-assessable shares of the common stock, par value $0.001 per share, of Silver Opportunity Partners Corporation. The Company distributed an aggregate of 31,779,512 shares of Common Stock to the Company's existing shareholders, which include certain members of the Company's management and board of directors. The shares were distributed in reliance on the exemption contained in Section 4(a)(2) of the Securities Act of 1933, as amended, on the basis that the transaction did not involve a public offering.

The information included in Item 2.04 with respect to the conversion of the outstanding convertible notes and accrued but unpaid interest into shares of Common Stock is incorporated by reference into this Item 3.02. The Company issued an aggregate of 2,712,003 shares of Common Stock upon the conversion of the outstanding convertible notes and accrued but unpaid interest. The shares were issued in reliance on the exemption contained in Section 4(a)(2) of the Securities Act of 1933, as amended, on the basis that the transaction did not involve a public offering.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 30, 2020, the Company filed an Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") with the Secretary of State of the State of Delaware, and the Company's Amended and Restated Bylaws (the "Bylaws") became effective on such date. The Certificate of Incorporation amends and restates the Company's certificate of incorporation in its entirety to, among other things, (i) provide that each one share of the Company's common stock prior to the filing of the Certificate of Incorporation with the Secretary of State of the State of Delaware be exchanged for 0.394057448219062 validly issued, fully-paid and non-assessable shares of Common Stock and 0.105942551780938 shares of validly issued, fully-paid and non-assessable shares of the common stock, par value $0.001 per share, of Silver Opportunity Partners Corporation and (ii) change the Company's name to Gatos Silver, Inc. The foregoing description of the amendments made by the Certificate of Incorporation is qualified in its entirety by reference to the Certificate of Incorporation. Each of the Certificate of Incorporation and the Bylaws are filed herewith as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference. The terms of the Certificate of Incorporation and Bylaws are substantially the same as the terms set forth in the forms previously filed as Exhibits 3.1 and 3.2, respectively, to the Registration Statement.

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Item 8.01. Other Events.

On October 27, 2020, the Company announced the pricing of the initial public offering of 21,430,000 shares of its common stock at a price to the public of $7.00 per share. In addition, the Company granted the underwriters a 30-day option to purchase up to 3,214,500 additional shares of common stock at the public offering price, less underwriting discounts and commissions. A copy of the Company's press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein in its entirety.

On October 30, 2020, the Company announced the closing of its initial public offering described above. A copy of the Company's press release is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein in its entirety. The underwriters have not exercised their option to purchase additional shares of common stock as of the date hereof.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.   Description
  3.1           Amended and Restated Certificate of Incorporation of Gatos
              Silver, Inc.
  3.2           Amended and Restated Bylaws of Gatos Silver, Inc.
  10.1          Management Services Agreement dated October 30, 2020, between the
              Company and Silver Opportunity Partners Corporation
  10.2          Shareholders Agreement dated October 30, 2020, by and among the
              Company and the stockholders that are signatories thereto
  10.3          Registration Rights Agreement dated October 30, 2020, by and among
              the Company and the stockholders that are signatories thereto
  99.1          Press Release dated October 27, 2020
  99.2          Press Release dated October 30, 2020




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