VANCOUVER, British Columbia, Dec. 19, 2024 (GLOBE NEWSWIRE) — Gatos Silver, Inc. announced… (NYSE/TSX: GATO) (Gatos Silver or the Company) today announced that it has entered into amended and restated agreements (the “Amended Agreements”) with Dowa Metals & Co., Ltd. (Dowa) in connection with the Los Gatos Joint Venture (LGJV). The amended agreements, effective January 1, 2025, expand Gatos Silver's management rights within the LGJV which will result in the Company being able to fully consolidate the LGJV's financials rather than accounting for its investment in the LGJV under equity. Accounting method as currently required. The Company's and Dua's ownership stakes in LGJV are unchanged at 70% and 30% respectively.
The amended agreements strengthen Dowa's zinc concentrate purchase rights, including amending previously defined commercial terms, which remain based on global standards and commitments regarding concentrate production and product quality. The amended agreements also modernize the terms of the administrative services provided by Gatos Silver in its supervision of the LGJV, reduce the supermajority voting requirement and provide the company with a new sole financing right for significant mine or plant modifications or expansions, among other things.
The Los Gatos joint venture has been a huge success since its inception 10 years ago, built on the strength of its assets, our team and our relationship with Dowa as an important partner,” said Del Andres, CEO. The amended joint venture agreements build on this foundation and, more importantly, allow for full financial consolidation within Gatos Silver which will simplify financial reporting and provide investors with a focused picture of the company's financial performance, including following the merger with First Majestic which we expect to close in January 2025. .
Important information for investors and stockholders about practical (Joe:) And where to find it
This press release is not intended to and does not constitute an offer to buy or sell, the solicitation of an offer to subscribe or buy, or an invitation to buy or subscribe for any securities of the Company. The first majestic silver (NYSE:) Corp. (First Majestic) or Gatos Silver or solicit any vote or approval in any jurisdiction, and there shall be no sale, issuance or transfer of securities of First Majestic or Gatos Silver in any jurisdiction in violation of applicable laws. law. This press release may be considered a solicitation for materials relating to First Majestic's proposed acquisition of all of the issued and outstanding shares of Gatos Silver common stock (the Transaction).
In connection with the transaction between First Majestic and Gatos Silver pursuant to the previously announced agreement and plan of merger (the Merger Agreement), First Majestic has filed with the SEC a registration statement on Form F-4 containing Gatos Silver's proxy statement which It also constitutes First Majestic's prospectus (proxy statement/prospectus) and other documents. Each of First Majestic and Gatos Silver may also file other relevant documents with the Securities and Exchange Commission in connection with the transaction. A registration statement on Form F-4 was declared effective by the SEC on December 2, 2024. Gatos Silver filed a proxy statement/prospectus with the SEC on December 3, 2024 which it began mailing on December 6, 2024 to its shareholders In connection with the deal. First Majestic filed an information circular in respect of the proposed transaction with the applicable Canadian securities regulatory authorities on December 10, 2024 and began mailing meeting materials to its shareholders on December 10, 2024. This press release is not a substitute for any registration statement, proxy statement or prospectus. or any other document that First Majestic or Gatos Silver has filed or may file with the Securities and Exchange Commission or Canadian securities regulatory authorities in connection with the pending transaction. Investors and holders of securities in GATOS SILVER and FIRST MAJESTIC are urged to read the proxy statement/prospectus and administrative proxy prospectus, respectively, and any other relevant documents that are or will be filed with the Canadian Securities and Exchange Commission or other regulatory authorities as well as any amendments or additions thereto. carefully in its entirety if and when it becomes available before making any voting or investment decision with respect to the transaction because it contains or will contain important information about First Majestic, GATOS SILVER, the transaction and related matters. Relevance. Investors and security holders may obtain free copies of the proxy statement/prospectus and filings with the SEC which will be incorporated by reference into the proxy statement/prospectus and other documents filed with the SEC by First Majestic and Gatos Silver that contain information assignment about First Majestic or Gatos Silver and the transaction through the website maintained by the Securities and Exchange Commission at www.sec.gov. Investors may also obtain free copies of the Managing Proxy Circular and other documents filed with Canadian securities regulatory authorities by First Majestic, through the website operated by Canadian securities regulators at www.sedarplus.com. In addition, investors and security holders may obtain free copies of documents First Majestic has filed with the Canadian Securities and Exchange Commission and Canadian securities regulatory authorities on First Majestic's website at www.first Majestic.com or by contacting the Investor Relations team. In First Majestic. Copies of documents filed with the SEC by Gatos Silver are available free of charge on the Gatos Silver website or by contacting the Gatos Silver Investor Relations team.
Participants in the merger application
First Majestic, Gatos Silver and certain of their directors, executive officers and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding persons who may, under SEC rules, be deemed to be participants in the solicitation of First Majestic shareholders and Gatos Silver shareholders in connection with the transaction, including a description of their direct or indirect interests, through whose securities holdings or otherwise are included in The proxy statement/prospectus described above and other relevant documents filed with the SEC and Canadian securities regulatory authorities in connection with the Transaction. Additional information relating to 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 Securities and Exchange Commission and Canadian securities regulatory authorities on April 15, 2024, and information relating to Gatos Silver's directors and officers is included Executives also in Gatos Silver's Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on February 20, 2024, as amended by Amendment No. 1 to this Annual Report filed with the SEC on May 6, 2024 and Gatos Silver's 2024 Proxy Statement for its 2024 Annual Meeting of Stockholders, which was filed with the SEC on April 25, 2024. These documents are freely available as described above.
About Gatos Silver
Gatos Silver, a leading silver exploration, development and production company, has discovered a new silver and zinc rich area in southern Chihuahua, Mexico. As a 70% owner of LGJV, the Company is primarily focused on operating the Cerro Los Gatos mine and on growth and development in the Los Gatos region. The LGJV project includes approximately 103,000 hectares of mineral rights, representing a very promising and as yet unexplored area with several silver, zinc and lead mineralized areas identified as priority targets.
On September 5, 2024, Gatos Silver and First Majestic Silver Corp. announced… (First Majestic) announced that they have entered into a definitive merger agreement under which First Majestic will acquire all of the issued and outstanding common shares of Gatos Silver (the Merger). The proposed merger will unite Mexico's three global silver producing regions to create a leading producer of primary silver. Information regarding the proposed merger can be found on the company's website at www.gatossilver.com.
Cautionary note regarding forward-looking statements
This press release 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 these sections and other applicable laws and the forward-looking information. Under applicable Canadian securities laws (collectively, the forward-looking statements). These statements relate to future events of First Majestic and/or Gatos Silver and are based on assumptions made by 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 press release include, but are not limited to, statements regarding: the timing of the effectiveness of the amended agreements and their impact on Gatos Silver's financial statements, and the timing of the closing of the transaction. Assumptions may prove incorrect and actual results may differ materially from those anticipated. Therefore, routing cannot be guaranteed. As such, investors are cautioned not to place undue reliance on forward-looking guidance and statements because there can be no assurance that the plans, assumptions or expectations upon which they are placed will occur.
Actual results may differ from forward-looking statements. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied by such forward-looking statements, including without limitation those factors discussed in (a) the section entitled Description of Business – Factors The risk in First Majestic's recently filed Annual Information Form, which is available under its profile on SEDAR+ at www.sedarplus.com, and as an exhibit of its most recently filed Form 40-F on the EDGAR website at www.sec.gov/edgar or on First Majestic's website and (b) Gatos Silver's Annual Report on Form 10-K for the year ended December 31, 2023, which is available on EDGAR at www.sec.gov/edgar or on Gatos Silver's website. First Majestic does not confirm or endorse any statements or reports attributed to Gatos Silver in this press release or made by Gatos Silver outside of this press release. Gatos Silver does not confirm or endorse any statements or reports attributed to First Majestic in this press release or made by First Majestic outside of this press release. Although First Majestic and Gatos Silver have attempted to identify important factors that could cause actual results to differ materially from those in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended.
First Majestic and Gatos Silver believe that the expectations reflected in such forward-looking statements are reasonable, but no assurance can be given that such expectations will prove to be correct and undue reliance should not be placed on such forward-looking statements contained herein. These statements speak only as of the date hereof. First Majestic and Gatos Silver do not intend, and undertake no obligation, to update these forward-looking statements or forward-looking information, except as required by applicable laws.
Investors and media contact
Andre van Niekerk
CFO
investors@gatossilver.com
(604) 424 0984
Source: Gatos Silver Company
