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): July 12, 2021

GATOS SILVER, INC.
(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (303) 784-5350

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:

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

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. x

Gatos Silver, Inc. (the “Company”) has filed a preliminary short form base shelf prospectus with the securities regulators in all of the provinces of Canada, other than the Province of Quebec. Once a final receipt for the base shelf prospectus has been issued, the base shelf prospectus will allow the Company to make offerings from time to time of, common shares, preferred shares, warrants, subscription receipts, debt securities, convertible securities and units of the Company of up to U.S.$500,000,000 during the 25-month period that the base shelf prospectus, including any amendments thereto, remains valid. The specific terms of any offering of securities issued under the base shelf prospectus, including the use of proceeds from any offering, will be set forth in a shelf prospectus supplement. The filing of a base shelf prospectus is customary practice for issuers in Canada.

The foregoing information shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, territory, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, territory, state or jurisdiction. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

The information disclosed under this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), or deemed incorporated by reference in any filing under the U.S. Securities Act, or the U.S. Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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.