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): October 22, 2024

GATOS SILVER, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (604) 424-0984

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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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. ☒

Item 8.01. Other Events.

On October 22, 2024, Gatos Silver, Inc. made available an updated technical report summary, dated October 22, 2024, concerning the Los Gatos Joint Venture (the “Technical Report Summary”). The Technical Report Summary has an effective date of July 1, 2024 and is included as Exhibit 96.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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.

Exhibit 23.1

Stephan Blaho

WSP Canada Inc.

150 Commerce Valley Dr W

Thornhill, ON, L3T 7Z3

CONSENT OF QUALIFIED PERSON

I, Stephan Blaho, state that I am a qualified person responsible for preparing or supervising the preparation of part of the Technical Report Summary titled Mineral Resource and Mineral Reserve Update Los Gatos Joint Venture, State of Chihuahua, Mexico, dated October 22, 2024, with an effective date of 1 July 2024, as signed and certified by me (the “Technical Report Summary”), filed with the U.S. Securities and Exchange Commission (the “SEC”) as Exhibit 96.1 to, and referenced in, Gatos Silver, Inc.’s Current Report on Form 8-K to which this consent is an exhibit (the “Form 8-K”).

Furthermore, in connection with the Form 8-K, as well as the Registration Statement on Form F-4 filed with the SEC on October 15, 2024 and the proxy statement/prospectus included therein (the “Registration Statement”), I state that:

Dated at Thornhill, ON this 22^nd day of October, 2024.

Stephan Blaho, P.Eng. MBA

Exhibit 23.2

CONSENT OF QUALIFIED THIRD-PARTY FIRM

Tierra Group International, Ltd. (“TGI”) is responsible for authoring the following Sections of the technical report titled “Mineral Resource and Mineral Reserve Update, Los Gatos Joint Venture, Chihuahua, Mexico” with a report date of October 22, 2024 and an effective date of 1 July 2024 (the “Technical Report Summary”), filed with the U.S. Securities and Exchange Commission (the “SEC”) as Exhibit 96.1 to, and referenced in, Gatos Silver, Inc.’s Current Report on Form 8-K to which this consent is an exhibit (the “Form 8-K”):

Since its founding 11 years ago, Tierra Group International, Ltd. (Tierra Group) has prepared engineering designs for tailings storage facilities, water management facilities such as lined process ponds and diversion channels, and other mine waste containment facilities for domestic (United States) and international clients. Tierra Group’s work has included the development of engineering designs for tailings storage, mine waste, and water management infrastructure construction, including preparation of Engineer’s construction cost estimates. Tierra Group’s work has included full mine life cycle services from initial project planning through closure planning and execution. Tierra Group has prepared reclamation closure cost estimates for numerous projects in the U.S and abroad. Tierra Group has participated as contributors to numerous Preliminary Economic Assessments, Pre-Feasibility and Feasibility Studies as well as completed due diligence assessments for investment decisions by potential investors.

In connection with the Form 8-K, as well as the Registration Statement on Form F-4 filed with the SEC on October 15, 2024 and the proxy statement/prospectus included therein (the “Registration Statement”), TGI consents: to the public filing of the Technical Report Summary, to the use of its and the undersigned’s name in the Form 8-K and the Registration Statement, including TSI’s status as an expert and “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC), to any quotation from or summarization in the Form 8-K of the parts of the Technical Report Summary for which it is responsible, to the incorporation by reference of the Technical Report Summary in the Registration Statement, and to the filing of the Technical Report Summary as Exhibit 96.1 to the Form 8-K.

The undersigned confirms that it has read the Form 8-K and the Registration Statement, and that each of them fairly and accurately reflects, in the form and context in which it appears, the information in the parts of the Technical Report Summary for which TSI is responsible.

Dated this 22^nd of October 2024.

/s/ Matthew L. Fuller

Signature of Authorized Person for Qualified Third-Party Firm

Matthew L. Fuller. L.E.G., P.Geo.

Print name of Authorized Person for Qualified Third-Party Firm

Exhibit 23.3

Dawn H. Garcia, CPG

Stantec USA

One South Church Avenue, Suite 2100, Tucson, Arizona

CONSENT OF QUALIFIED PERSON

I, Dawn H. Garcia, state that I am a qualified person responsible for preparing or supervising the preparation of part of the Technical Report Summary titled Mineral Resource and Mineral Reserve Update Los Gatos Joint Venture, State of Chihuahua, Mexico, dated October 22, 2024, with an effective date of 1 July 2024, as signed and certified by me (the “Technical Report Summary”), filed with the U.S. Securities and Exchange Commission (the “SEC”) as Exhibit 96.1 to, and referenced in, Gatos Silver, Inc.’s Current Report on Form 8-K to which this consent is an exhibit (the “Form 8-K”).

Furthermore, in connection with the Form 8-K, as well as the Registration Statement on Form F-4 filed with the SEC on October 15, 2024 and the proxy statement/prospectus included therein (the “Registration Statement”), I state that:

Dated at Tucson, Arizona, USA this 22 of October, 2024.

/s/ Dawn H. Garcia

Signature of Qualified Person

Dawn H. Garcia, CPG AIPG 08313

Exhibit 23.4

Adam Johnston, FAusIMM CP (Met)

Transmin Metallurgical Consultants

10 Cavendish Gardens, Fleet, UK

CONSENT OF A QUALIFIED PERSON

I, Adam Johnston, state that I am a qualified person responsible for preparing or supervising the preparation of parts of the Technical Report Summary titled ‘Mineral Resource and Mineral Reserve Update Los Gatos Joint Venture, State of Chihuahua, Mexico’, dated October 22, 2024, with an effective date of 1 July 2024, as signed and certified by me (the “Technical Report Summary”), filed with the U.S. Securities and Exchange Commission (the “SEC”) as Exhibit 96.1 to, and referenced in, Gatos Silver, Inc.’s Current Report on Form 8-K to which this consent is an exhibit (the “Form 8-K”).

Furthermore, in connection with the Form 8-K, as well as the Registration Statement on Form F-4 filed with the SEC on October 15, 2024 and the proxy statement/prospectus included therein (the “Registration Statement”), I state that:

Dated at Fleet, UK, this 22 day of October, 2024.

/s/ Adam Johnston

Adam Johnston, FAusIMM CP (Met)

Exhibit 23.5

Ibrahim Karajeh

WSP Canada Inc.

6925 Century Avenue, Suite #500

Mississauga, Ontario L5N 7K2

CONSENT OF QUALIFIED PERSON

I, Ibrahim Karajeh, state that I am a qualified person responsible for preparing or supervising the preparation of part of the Technical Report Summary titled Mineral Resource and Mineral Reserve Update Los Gatos Joint Venture, State of Chihuahua, Mexico, dated October 22, 2024, with an effective date of 1 July 2024, as signed and certified by me (the “Technical Report Summary”), filed with the U.S. Securities and Exchange Commission (the “SEC”) as Exhibit 96.1 to, and referenced in, Gatos Silver, Inc.’s Current Report on Form 8-K to which this consent is an exhibit (the “Form 8-K”).

Furthermore, in connection with the Form 8-K, as well as the Registration Statement on Form F-4 filed with the SEC on October 15, 2024 and the proxy statement/prospectus included therein (the “Registration Statement”), I state that:

Dated at Mississauga, ON this 22^nd day of October, 2024.

Ibrahim Karajeh, P.Eng.

Exhibit 23.6

William Richard McBride

WSP Canada Inc.

33 Mackenzie Street

Sudbury, ON, Canada, P3C 4Y1

CONSENT OF QUALIFIED PERSON

I, William Richard McBride, state that I am a qualified person responsible for preparing or supervising the preparation of part of the Technical Report Summary titled Mineral Resource and Mineral Reserve Update Los Gatos Joint Venture, State of Chihuahua, Mexico, dated October 22, 2024, with an effective date of 1 July 2024, as signed and certified by me (the “Technical Report Summary”), filed with the U.S. Securities and Exchange Commission (the “SEC”) as Exhibit 96.1 to, and referenced in, Gatos Silver, Inc.’s Current Report on Form 8-K to which this consent is an exhibit (the “Form 8-K”).

Furthermore, in connection with the Form 8-K, as well as the Registration Statement on Form F-4 filed with the SEC on October 15, 2024 and the proxy statement/prospectus included therein (the “Registration Statement”), I state that:

Dated at Sudbury, ON this 22^nd day of October, 2024.

William Richard McBride, P.Eng.

Exhibit 23.7

Mathew P. Oommen

WSP USA Inc.

701 Emerson Road – Suite 250

Creve Coeur, MO 63141

CONSENT OF QUALIFIED PERSON

I, Mathew P. Oommen, state that I am a qualified person responsible for preparing or supervising the preparation of part of the Technical Report Summary titled Mineral Resource and Mineral Reserve Update Los Gatos Joint Venture, State of Chihuahua, Mexico, dated October 22, 2024, with an effective date of 1 July 2024, as signed and certified by me (the “Technical Report Summary”), filed with the U.S. Securities and Exchange Commission (the “SEC”) as Exhibit 96.1 to, and referenced in, Gatos Silver, Inc.’s Current Report on Form 8-K to which this consent is an exhibit (the “Form 8-K”).

Furthermore, in connection with the Form 8-K, as well as the Registration Statement on Form F-4 filed with the SEC on October 15, 2024 and the proxy statement/prospectus included therein (the “Registration Statement”), I state that:

Dated at Creve Coeur, MO this 22^nd day of October, 2024.

Mathew P. Oommen, Registered SME Member

Exhibit 23.8

Ronald Turner

Golder Associates S.A.

Magdalena 181, 3rd Floor

Santiago, Chile

CONSENT OF QUALIFIED PERSON

I, Ronald Turner, state that I am a qualified person responsible for preparing or supervising the preparation of part of the Technical Report Summary titled Mineral Resource and Mineral Reserve Update Los Gatos Joint Venture, State of Chihuahua, Mexico, dated October 22, 2024, with an effective date of 1 July 2024, as signed and certified by me (the “Technical Report Summary”), filed with the U.S. Securities and Exchange Commission (the “SEC”) as Exhibit 96.1 to, and referenced in, Gatos Silver, Inc.’s Current Report on Form 8-K to which this consent is an exhibit (the “Form 8-K”).

Furthermore, in connection with the Form 8-K, as well as the Registration Statement on Form F-4 filed with the SEC on October 15, 2024 and the proxy statement/prospectus included therein (the “Registration Statement”), I state that:

Dated at Santiago, Chile this 22^nd day of October, 2024.

Ronald Turner, MAusIMM (CP)

Exhibit 96.1

Mineral Resource and Mineral Reserve Update

Los Gatos Joint Venture, Chihuahua, Mexico

Submitted by:

Gatos Silver, Inc.

925 West Georgia Street, Suite 910 

Vancouver, BC Canada V6C 3L2

Prepared by:

Stephan Blaho, P. Eng., PEO 

Dawn Garcia, CPG, AIPG

Adam Johnston, FAusIMM CP (Met) 

Ibrahim Karajeh, PEO, P. Eng.

William Richard McBride, P. Eng. 

Mathew Oommen, MAusIMM, Registered Member SME

Ronald Turner, P. Geo., MAusIMM CP 

Tierra Group International

Report Date: October 22, 2024

Effective Date: July 1, 2024

Date and Signature Page

The effective date of this TRS is July 1, 2024

Table of Contents

TABLES

FIGURES

NOTE REGARDING FORWARD LOOKING INFORMATION

This Technical Report Summary contains statements that constitute “forward looking information” and “forward-looking statements” within the meaning of U.S. and Canadian securities laws. All statements other than statements of historical facts contained in this Technical Report Summary, including statements regarding Mineral Resource and Reserve estimates, potential cash flow and cash distributions, life of mine, net present value, operating costs, capital costs, economic analysis, production, cash flows, mill throughput rates, viability of modifications and projects to improve efficiency, and expected mining methods, are forward-looking statements. Forward-looking statements are based on beliefs, assumptions, current expectations about future events and on information currently available. Such statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements including without limitation, commodity prices, foreign exchange rates, changes in laws or regulations, failure to obtain or retain permits and licenses, achievement of ramp development rates, requirements to alter mining methodologies, dewatering the mine in a cost-effective manner, opposition to mining that may arise, labor interruptions, uncertainties due to health and safety considerations, risks and uncertainties set out in this Technical Report Summary, other general risks associated with mining operations, and such other risks and uncertainties described in the Gatos Silver, Inc.’s (Gatos Silver, Inc, is referred to herein as the “Company” or “GSI”) filings with the U.S. Securities and Exchange Commission and Canadian securities commissions including its 2023 annual report filed on form 10-K, as amended by Amendment No. 1, and subsequent 10-K reports, also available on the Company’s website on gatossilver.com. Further, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended that could cause actual actions, events or results to differ materially from those described in forward-looking statements.

The Company expressly disclaims any obligation or undertaking to update the forward-looking statements contained in this Technical Report Summary to reflect any change in its expectations or any change in events, conditions, or circumstances on which such statements are based unless required to do so by applicable law. No assurance can be given that such future results will be achieved, and as such, readers should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this Technical Report Summary.

The operating Cerro Los Gatos (CLG) underground mine and processing facilities are approximately centered on Latitude 27° 34’ 17” N, Longitude 106° 21’ 33” W, located approximately 7 kilometers (km) from the town of San José de Sitio, within the Municipality of Satevó in the State of Chihuahua, Mexico. The mine is approximately 120 kilometers (km) south of the state capital of Chihuahua City and approximately 100 km north/northwest of the historical mining city of Hidalgo del Parral (Figure 1.1). In this Technical Report Summary (TRS), Cerro Los Gatos (CLG) is defined as the underground mine, processing facilities, Tailings Storage Facility (TSF), and supporting onsite infrastructure as well as the known extents of the Cerro Los Gatos Mineral Reserve and Mineral Resource. The Esther deposit is an undeveloped Mineral Resource located approximately 4 km south-west of CLG.

Source: CLG

Figure 1.1: Cerro Los Gatos Location Map

The CLG life of mine (LOM) plan, which is based on the Mineral Reserves has:

The CLG life of mine plan (LOM Plan) described in this TRS covers the period starting July 1, 2024, through to the end of the reserve life in 2032, with closure and reclamation activities expected to occur during 2033 through to the end of 2036.

Unless otherwise indicated, the currency in this TRS is U.S. dollars.

The Los Gatos Joint Venture (LGJV) holds concessions through its Mexican subsidiary, Minera Plata Real, S. de R.L. de C.V. (MPR). MPR is 70% owned by Gatos Silver, Inc. and 30% owned by Dowa Metals & Mining Co., Ltd. MPR is the owner of mineral rights held in eighteen titled concessions, covering approximately 103,000 hectares (Ha). MPR has purchased surface lands covering the known extents of the CLG and Esther Resource areas, totalling approximately 5,189 hectares, and has negotiated and ratified an access agreement with the community of San José del Sitio for the use of the access road.

Environmental baseline data collection began in May 2010, to prepare for the development of future environmental studies (EIS) required for the project. The Environmental Impact Study (Manifestación de Impacto Ambiental) for the development of the Cerro Los Gatos project was filed with the Mexican Environmental Regulatory authorities (SEMARNAT) on December 12, 2016, and was approved in 2017. A positive Feasibility Study (FS) was completed on CLG in 2017 (Tetra Tech, 2017). The CLG mine was constructed in 2018 and commissioned in mid 2019. The CLG mine produces concentrates containing silver, lead, zinc, copper and gold, which are shipped to smelters for processing.

The CLG and Esther deposits are embedded within andesites of the Lower Volcanic Series (LVS) of the Sierra Madre Occidental (SMO) volcanic province. On the LGJV concessions, the LVS is exposed in a horst feature that stretches from the CLG deposit approximately 25 km to the northwest to the edge of the concession package.

CLG is an intermediate sulphidation epithermal vein developed within a listric fault zone. Mineralization at CLG is characterized by silver, lead, zinc, and copper sulphides and their corresponding oxides, along with fluorite, manganese, barite, and traces of gold associated with quartz and calcite veins. The veins vary in orientation from West-Northwest to North-Northwest and vary in thickness up to 25 meters (m).

A plan view of the local geology and location of mineralization is provided in Figure 1.2.

Source: CLG

Figure 1.2: Surface Geological Map of the Cerro Los Gatos Deposit Area

The Cerro Los Gatos deposit is a listric-shaped mineralized horizon hosting steeply to shallowly dipping mineralized-shoots at depth. Mineralization of interest occurs for approximately 1,800 m in length, between an elevation varying roughly between 700 masl and 1,400 masl. The top of the mineralized horizon at Cerro Los Gatos is generally located at an elevation of 1,400 masl. The natural topographic surface is in the order of 1,570 masl ± 50 masl.

Figure 1.3 provides a typical cross-section view of the CLG deposit.

Source: CLG

Figure 1.3: Geologic Model, Section Looking Northwest through the Central Zone Showing the Lithological Sequence at Los Gatos Deposit

The veins at Cerro Los Gatos contain silver, zinc, and lead. Lower concentrations of gold and copper are also associated with the veining.

Silver mineralization occurs dominantly as acanthite (argentite) and native silver.

Zinc mineralization occurs as sphalerite, zinc silicates and zinc carbonates of variable grain sizes disseminated in quartz vein material, as open-space filling in cavities, and as replacements in the andesitic and dacitic flow units. Sphalerite ranges from yellow to brown in color and is deposited in a similar style but is not always associated with the galena mineralization. Zinc oxides after sphalerite also exists down along fault structures through the deposit.

Lead mineralization occurs primarily as galena and lead oxide minerals of varying grain sizes that are disseminated in quartz vein material, as open-space filling in cavities, and as replacements in the andesitic and dacitic flow units.

Copper mineralization occurs dominantly as chalcopyrite disseminated within quartz veins. Various other copper minerals are present in trace amounts including azurite, malachite, covellite, chalcocite and native copper.

Gold mineral species have not been identified visually but are present in small quantities in assay results.

Exploration at CLG by MPR has been completed primarily by diamond drilling (DD) and limited non-drilling exploration activities, including surface geochemical assay, geophysics, surface mapping, and structural studies.

The Mineral Resource estimate uses geological and geochemical data that has been collected up until March 31, 2024, for CLG and July 31, 2022, for the Esther deposit. As of March 31, 2024, the global database available for the 2024 Mineral Resource estimation of the CLG deposit includes 654 (278,215 m) surface and 1,073 (98,056 m) underground core drill holes. The database includes regional exploration drilling that is outside the main area of interest of the CLG deposit, and therefore has no direct input in the 3D geological modeling or resource estimation for the CLG Mineral Resource calculations. The database within the area of interest of the CLG deposit and used in the Mineral Resource estimation of CLG includes 599 (249,091 m) surface and 1,067 (97,548 m) underground core drill holes. The CLG Mineral Resource incorporates an additional 53,689 meters of surface resource drilling in 75 holes and 12,354 meters of underground definition drilling from 118 holes since the 2023 Technical Report. The Mineral Resource for Esther is unchanged since 2022.

The sample collection and preparation, assaying and security procedures implemented by MPR use methodologies in accordance with internal and mining industry standards and were continuously monitored to ensure the integrity of the data collected.

Material factors that may cause actual results to materially vary from the conclusions, estimates, designs, forecasts, or projections, include any significant differences in any one, or more, of the material factors, or assumptions, set out in this subsection, this report, and as set out above in the note regarding forward looking information, including geological and grade interpretations and controls, as well as assumptions and forecasts associated with the establishment of the prospects for economic extraction.

Mineral Resources were estimated using surface exploration and underground drilling and associated sampling data available for CLG.

The estimation is based on a 3D geological model built using implicit modeling to characterize the structures and establish the geometry and continuity of the veins that form the estimation domains.

Exploratory Data Analysis (EDA) and geostatistical analysis were completed on the raw and composite datasets to help define the interpolation parameters and Mineral Resource classifications. Estimation was completed using Ordinary Kriging (OK) using nested passes with outlier capping, variography, and estimation plan defined per each estimation domain.

The Mineral Resource classification is based on drill hole spacing grids, the closeness to mine infrastructure (production drifts), and the level of geological confidence for the continuity and grade of each vein allowing for appropriate consideration of uncertainty and risk.

Mineral Resources were constrained based on a stope optimization that considered economic Net Smelter Return (NSR) cut-off value, price, mining costs, infrastructure constraints, and mining licenses. For the cut-off definition a NSR calculation was used for generation of the stope optimization shapes. The parameters applied to the calculation of NSR in the block model (including metal values, recovery factors, transportation costs, etc.) were provided by MPR and reviewed and considered reasonable by WSP.

The estimated Mineral Resources reported exclusive and inclusive of Mineral Reserves are summarized in Table 1.1 and Table 1.2, respectively, on a 100% LGJV basis and on a 70% GSI attributable basis. The effective date of the Mineral Resource estimate is July 1, 2024.

Table 1.1: CLG Mineral Resource Estimate Exclusive of Mineral Reserves

Table 1.2: CLG Mineral Resource Estimate Inclusive of Mineral Reserves

Notes:

The mineral resource estimate for the Esther deposit remains unchanged from that published in the 2022 and 2023 TRS. It is summarized in Table 1.3.

Table 1.3: Esther Mineral Resource Estimate

Notes:

The mine design, scheduling, and Mineral Reserve estimates were prepared by the CLG Technical Services Department under the supervision of the Qualified Person (QP) responsible for these estimates.

The methodology applied by CLG for the 2024 Mineral Reserve estimate follows industry-standard practices and remains consistent with the approach used for the 2023 update. It adheres to the requirements of S-K 1300 and NI 43-101, which mandate rigorous procedures to convert Measured and Indicated Resources into Proven and Probable Reserves by applying relevant Modifying Factors.

The metal prices and exchange rates used in the Mineral Reserve estimate were based on the three-year trailing monthly averages from June 2021 to June 2024, supplemented by long-term analyst consensus estimates.

CLG assigned block Net Smelter Return (NSR) values to the resource block model for three processing recovery/revenue/cost outcomes, differentiated by the Pb/Cu ratio:

CLG used net smelter return (NSR) cut-offs to estimate the Mineral Reserve. The NSR cut-off represents the minimum value that a tonne of mineralized material must generate, considering on-site costs related to mining and processing, to ensure economic viability. This value ensures that only material which can be mined profitably is included in the reserve estimate. For this analysis, six NSR cut-offs were applied, corresponding to three different mining methods and two cost allocation approaches.

Mining recovery and unplanned dilution of host rock were estimated considering the selected mining method, the dip and width of the vein, and the influence of a significant hanging wall fault. In addition, dilution from backfill was evaluated based on the mining method employed and the type of backfill material used.

The Mineable Shape Optimizer (MSO) algorithm, integrated within Deswik mine design software, was employed to generate preliminary stope solids. This process identified the potentially mineable portions of the Mineral Resource that may qualify for inclusion in the Mineral Reserve.

Table 1.4 presents the Mineral Reserve estimate for the CLG mine as of July 1, 2024. The estimates are reported on both a 100% and a 70% ownership basis, corresponding to the total Mineral Reserve and GSI’s 70% interest in the Los Gatos Joint Venture (LGJV). The LGJV, through its Mexican subsidiary Minera Plata Real, S. de R.L. de C.V., owns the CLG mine.

Table 1.4: CLG Mineral Reserves as of July 1, 2024

Notes:

CLG is an underground mine that produces Ag, Zn, and Pb, with gold (Au) and Cu as by-products. The orebody is characterized by high-grade polymetallic sulphide mineralization in an epithermal vein-style deposit. The deposit consists of four zones called the Northwest (NW), Central (CZ), Southeast Upper (SEU), and Southeast (SE) zones. CLG effectively addresses several challenges in developing and operating the underground mine, including groundwater management, temperature regulation, and ground control.

The ground conditions in parts of the deposit are adversely affected by proximity to a major hanging wall fault called the Los Gatos fault. This major basin boundary fault ranges from centimeters to tens of meters in width. While the fault itself does not host mineralization, in areas where the mineralized veins are located adjacent to the structure, mining and ground support methods need to be adapted to limit mining dilution and increase mining recovery.

Geotechnical engineers at the CLG mine have developed a rock support system which is applied to development headings (ramps and drifts), cut-and-fill stopes, longhole stopes, and pillars. The WSP QP has engaged a highly experienced geotechnical engineer to review the rock support designs and who has visited the mine to observe installed rock support and the behaviour of the standing rock mass. Discussions have been held with CLG technical staff to investigate rock mechanics challenges, and identify and mitigate excavation risks.

Various combinations of rock bolts, welded-wire fabric (mesh), shotcrete and cable bolts are utilized in the mine (see Section 13.2.1). In addition, stope voids are backfilled with cemented backfill to provide support for remnant pillars and stope spans (see Section 13.2.1.2).

Rock support in the CLG Mine is complicated by major fault structures intersecting the mineralized veins at oblique and high angles. Engineers have applied specific mining methods and rock support techniques to provide secure and safe mine openings (see Section 13.2.1).

The unmined rock above the uppermost stopes is referred to as the crown pillar. At CLG the crown pillar has been evaluated for stability, probability of failure and likelihood of surface subsidence (Section 13.2.1.4). Since the mineralized veins peter out many tens of meters from the topographic surface and the stopes will be backfilled, there is very little to no likelihood of crown pillar failures, nor of surface subsidence, along the strike of the deposit.

The QP is of the opinion that the rock support designs and installation protocols employed by CLG are adequate to manage the natural and induced stresses in the rock mass and are consistent with observed rock support strategies in mines of similar mining techniques and rock conditions.

The CLG deposit is characterised by the Los Gatos Fault (LGF) and a number of cross faults, including the Falla Aportadora NW, which is a major water-bearing structure. Of the six identified hydrogeological units (HGUs) identified at CLG, the central gouge zone of the LGF and less-fractured rock masses distal to the fault zones are considered to be of relatively lower permeability. The fractured rock masses on either side of the LGF and areas where cross faults intersect the LGF are considered to be of relatively higher permeability and to be favorable conduits for groundwater flow.

Water flows into the mining area from two sources – rainwater through epiclastics and fracture zones, and upswelling thermal waters via the Lower Gatos Fault.

The strategy for managing water at CLG is to draw down the water table and thus minimize the rate of inflow of groundwater. The original topographic surface of the Cerro Los Gatos deposit ranges from 1571 to 1624 meters above sea level (masl). The natural water table was at 1400 masl and inflows occur below 1450 masl. A series of 18 wells were drilled from surface to establish dewatering wells and piezometer stations. Once underground development began, additional wells were drilled from underground bays to intercept groundwater within the rock mass before it flowed into the mine for the dual purpose of lowering the water table and reducing the temperature gradient in the mine. Wells have been drilled and pumps installed in the NW and CZ zones with more planned in the SE zones as the mine deepens (see Section 13.3).

The QP observes that mining productivity and mine development rates increase when the water table has been drawn down below the mining horizon in advance of excavations.

The CLG deposit is situated within a regional aquifer, which poses significant challenges for controlling groundwater inflows into the underground workings. CLG employs two dewatering systems to manage the groundwater:

The Mineral Reserve estimate is based on a detailed mine design and production schedule, both of which were developed using Deswik software. The design process began with the establishment of key criteria for stope production and mine development, ensuring that the mining methods and development sequence align with the overall project objectives and economic constraints.

CLG employs two primary mining methods: cut-and-fill (CAF) and longhole stoping (LHS). The selection between these methods is determined by the geotechnical characteristics of the mineralization and surrounding host rock. These methods are implemented in either longitudinal or transverse orientations, depending on the vein width and geometry

CLG operates as a fully mechanized mine, utilizing rubber-tired, diesel-powered equipment for all phases of its mining operations. The current fleet includes the following:

As of July 1, 2024, the mine department employed a total of 483 individuals. The underground mine operates on a two-shift schedule, with each shift working 10-hours per day. The workforce is organized into three rotational crews, each working 14 days on followed by 7 days off. At any given time, two of the three crews are present on-site, ensuring continuous operation.

The Life-of-Mine (LOM) plan projects that the CLG mine will remain in operation for an additional 8.3 years from the July 1, 2024, effective date of this report, with production continuing until Q4 of 2032. Over this period, the mine’s average annual production is estimated at approximately 1.2 Mt. Notably, around 50% of the total LOM production will be sourced from the Mineral Reserves in the SE Zone.

The CLG processing plant employs a conventional design and flotation technology typical of base metal operations. The processing flow sheet is comprised of a crushing and grinding circuit, including jaw crusher, semi-autogenous grinding (SAG) mill and ball mill, which feeds a flotation plant consisting of lead and zinc flotation circuits (including rougher, regrind and cleaner stages), lead and zinc concentrate thickening, and tailings thickening.

Since commencing operations, processing improvements, relative to the 2017 Feasibility Study design, have been achieved through equipment additions and optimized maintenance and operating practices. The actual plant performance from 2019 through to 2024 has been the primary basis for the processing rate and metallurgical predictions in this Mineral Reserves update study. During 2019 to 2024, the main sources of processed material were the Central and NW Zones. Over the remaining Reserve there will be increasing contributions from the SE Zone.

There is no indication that the characteristics of the material being mined will change and therefore the throughput and recovery assumptions applied for future processing are considered as reasonable for the LOM. The plant equipment sizing is robust for the throughput projected.

The plant operating practices are consistent with the design, metallurgical testwork described in Section 14.2, and performance predictions that have been used in developing the Mineral Reserve.

The construction design nominal throughput basis for the processing facility was 2,500 t/d, 365 days per year or 912,500 tonnes per year (t/y) of ROM on an operating basis of 92% utilization.

The 2019 to 2024 processing recovery results have been better than the recoveries achieved in the 2016 Feasibility test program. The 2024 LOM Plan is based on average historical monthly metal recoveries after removal of outliers.

The 2024 LOM Plan contemplates the construction and operation of a processing circuit that separates a copper concentrate from high-copper lead concentrates. The CLG produces zinc concentrates with significant silver content, however due to the properties of the feed mineral (type of grain, mineral associations, grade of oxidation, etc.) fluorine bearing minerals are simultaneously recovered which incurs minor financial penalties on the sale to smelters. A fluorine leach circuit was constructed in early 2023 and started operation in June 2023. The fluorine leach circuit is designed to lower the content of the zinc concentrate to approximately 500 ppm fluorine. To date less than 500 ppm fluorine has been steadily achieved. There are minor losses of silver and zinc during the leaching processes that have been accounted for in the processing plant production calculations.

The key process parameters are outlined in Table 1.5.

Table 1.5: Process Plant Recovery Parameters

Table 1.6: Life of Mine Projected Processing and Production Summary

Notes:

Table 1.7: Process Plant Product Characteristics

CLG is an operating mine with significant existing infrastructure in place supporting the operation, including offsite and onsite components. Existing offsite infrastructure comprises grid power distribution to the mine and previously completed road upgrades to facilitate heavy equipment transport during construction, material deliveries and concentrate shipments, in addition to worker traffic. On site infrastructure is comprised of office and maintenance facilities, processing facilities, a TSF, backfill plants, a refrigeration plant, a mine ventilation system, and dewatering ponds for sediment settling and water cooling.

The underground mine operates three air extractive fans to exhaust spent air, with fresh air intake via the decline ramp and two downcast fresh air raises equipped with refrigeration plants and air coolers. The current installed capacity of the ventilation system is 1.3 M CFM and plans are in place for an expansion to provide fresh air to the SE Zone.

The mine dewatering system consists of both surface and underground infrastructure. None of the dewatering wells drilled from surface are currently active, as the water table is now beneath the effective depth of those wells. There are currently five main underground wells in the NW zone, with two more under development. Two underground wells are present in the Central Zone. As the mine expands, capital has been allocated for the anticipated additional dewatering infrastructure in the NW, Central and SE zones that will be required to manage the water underground.

Site infrastructure in addition to production-related installations are typical of a mining operation of this scale, located some distance from supporting populations, and include a concrete batch plant, maintenance shops, administration and engineering building, mine dry for underground personnel, warehouse facilities, security guard house and gates, residential camps and cafeterias.

The CLG TSF has been constructed and tailings have been deposited in the facility since 2019. Regular dam raises have been constructed to increase the volume of the TSF.The material used in the dam construction is mostly rockfill with some screened filter material. All TSF stages are built using local borrow materials, primarily rockfill excavated and blasted from foundation material within the TSF. The TSF uses downstream construction methods.

The tailings dam has a composite liner consisting of geosynthetic clay liner (GCL) overlain by a 1.5 mm (60-mil), Linear Low-density Polyethylene (LLDPE) geomembrane. The liner extends along the base of the impoundment and the embankment’s upstream slope and anchored along the edges of each concurrent construction stage. The lining system is placed on a 0.15-m thick bedding fill.

The original permitted TSF design consists of four Stages (I to IV) with an ultimate crest elevation of 1638.0 m. However, due to a change in the tailings delivery rate to the TSF with the commissioning of the paste plant in the fourth quarter of 2022, the ultimate TSF will have a maximum crest elevation of 1636.0 m (Stage III) which is adequate for the revised and reduced volume of tailings to be stored based on the Mineral Reserve and LOM Plan.

To date, four dam raises have been constructed to the existing crest elevation of 1628.0 m. The LOM Plan requires two additional raises to be built during 2025 and 2028 to a final maximum crest elevation of 1636.0 m.

The 2023 TSF dam height assessment allowed for 10.3 Mt of material processed from July 2023 onwards. It is projected that 40% of the tailings produced by the Process Plant will be sent to the Paste Plant, for use as underground backfill, while the remaining 60% will be sent to the TSF. As a result, tailings accumulated in the TSF are estimated at 9.49 Mt (3.71 Mt stored until June 2024 and 5.78 Mt from July 2024 until mine closure).

The TSF design criteria were established based on the facility size and risk using applicable dam safety and water quality regulations and industry best practice for the TSF embankment on a standalone basis. The dam has a blanket drain in the foundation to control and reduce the water level in the dam due to any infiltration that could occur. Incorporating the blanket drain will improve the stability of the embankment in the event of liner failure.

The TSF has an Operations, Maintenance, and Surveillance (OMS) Manual that describes operating and monitoring procedures to confirm the condition of the embankment, foundation, and performance of the TSF dam and impoundment. Regular TSF inspections are completed, including annual inspections by the Engineer of Record.

Mexico has established environmental laws and regulations that apply to the development, construction, operation and closure of mining projects, and the Company has management systems in place to ensure ongoing regulatory compliance. Of particular importance are the air, surface water and groundwater quality monitoring programs. An environmental compliance report is submitted annually to the Mexican environmental authority. There are no outstanding violations issued by the environmental authority against MPR.

Certain revisions were made in 2023 to Mexican laws affecting the mining sector. This TRS reflects the Company’s understanding of the laws that affect the Company in light of these revisions. It should be noted that the current and revised laws are subject to ongoing interpretation and that in many instances the revised laws require implementing regulations, which have not yet been promulgated, for their impact to be fully assessed.

The Company has all material permits for the current operations. The Company is waiting on final resolution documents for three permits: the modification of the environmental permit that added the fluorine leach plant to the metallurgical process; a permit for land occupied by the tailings facility (the permit was approved and permitting fees have been paid; however, the Company has not received the signed permit from the government agency); and a permit regarding the use of treated water from the personnel camp sewage treatment facilities. The QP notes that none of these final resolution permit documents are a high material risk for the current operations.

MPR has produced several social baseline studies that collected information from official statistical sources, as well as interviews and participatory workshops with stakeholders and the local communities in the area of direct influence. The social baseline study was updated in 2023, with consultations carried out in nine communities. A detailed analysis to identify and characterize stakeholders was prepared. The information obtained has been used to identify social impacts in the communities, as well as social risks for the mining operations. The Company has mitigation measures in place for the highest priority social risks.

The MPR community relations team has had a presence in the region since the mineral exploration phase and has established communication and collaboration channels based on transparency of information. The objective of the MPR Community Relations Policy is to establish the guidelines for institutional work with the neighboring communities and for MPR social interaction projects. Projects are to promote social development, either independently or through strategic alliances with various institutions (public or private), that are aimed at addressing health, education, culture, and basic infrastructure, based on respect for human rights, beliefs, and local characteristics. The Company carried out 50 social programs in 2023 and has entered into collaborative agreements with local and state governments on construction and agricultural programs that benefit the communities.

MPR has established a community relations office in the nearby town of San José del Sitio, which allows for a permanent point of contact between the communities and the mine. MPR has established various commitments for the hiring of local labor, as well as in the acquisition of services during the life of the project, through agreements with stakeholders. A total of 165 direct employees from the area of influence work for CLG. Of these employees, 40% are female and 60% are male.

A conceptual mine closure strategy was presented in the closure plan (Tetra Tech, 2018) that was submitted to the Mexican environmental authority. The closure cost estimate was updated at the end of 2023 based on disturbance areas and 2023 local rates for closure activities such as haulage, demolition and removal. The closure cost was estimated at $16.4 M.

Operating cost estimates were developed based on recent actual costs with minor specific adjustments for business improvement initiatives that are currently being implemented. Operating costs are estimated in 2024 dollars with no inflation or escalation considered. They were prepared on an annual basis using a detailed build-up of individual cost centres and considering specific mine site activity levels and cost drivers. Operating costs at CLG have been reviewed by WSP and found to be reasonable for a mechanized mine utilizing the cut-and-fill and bulk longhole mining methods and for an associated processing plant producing saleable concentrates. The plant has demonstrated typical operating costs for a facility of its size.

Operating cost expenditures for the 2024 LOM are estimated at $848.6 M from July 1, 2024, to the planned end of the mine’s life in 2032, equivalent to $82.14 per tonne milled. Table 1.8 summarizes the expected site operating expenses projected to the end of mine life to mine and process the defined Mineral Reserve, segmented by major cost centre of Mining, Processing, which includes TSF operations, and General and Administrative.

Table 1.8: 2024 LOM Operating Costs

Note: Numbers may not necessarily add up due to rounding.

There are no expansion plans requiring development capital in the LOM Plan.

CLG will require $186.9 M in sustaining capital for continuing underground mine development, installation of a copper-lead separation circuit, and two additional raises of the TSF dam, as well as other miscellaneous equipment and infrastructure projects.

Table 1.9 summarizes the capital expenditures in the 2024 LOM planned for the balance of the mine life. Sustaining capital is estimated in 2024 dollars with no inflation or escalation considered. The QPs have reviewed the planned annual expenditures and agree that they are reasonable.

Table 1.9: 2024 LOM Sustaining Capital

The economic analysis for this TRS was performed by Gatos Silver, Inc. (GSI) using the GSI financial model. Key inputs to the financial model are described in the relevant sections of this Technical Report Summary and are inclusive of the mine plan, processing and production schedule, operating and capital costs, commodity prices and exchange rate assumptions.

The economic analysis of the 2024 LOM Plan supports the declaration of Mineral Reserves. WSP reviewed the 2024 LOM Plan information and the financial model in detail.

Economic assumptions are based on an approximately equal weighting of three-year trailing averages and analyst long-term consensus forecasts as of June 30, 2024 (see Table 1.10).

Table 1.10: Economic Assumptions

The LGJV mill currently produces two products, a lead concentrate and a zinc concentrate, and the economic analysis assumes investment in a new copper-lead separation circuit in 2025 to allow production of a third copper concentrate product starting in 2026. Payable metals are evaluated using the recovery parameters described in the metallurgical tables found in Section 14 of this report, as well as management’s estimates of treatment and refining charges for each concentrate based on current and expected long-term concentrate market conditions.

The 2024 LOM in the financial model begins on July 1, 2024, with operations continuing through to the end of 2032 (8.33 years). The 2024 LOM includes closure costs totaling $16.4 M over the 2033-2036 period.

The financial model assumes a 5% discount rate for the economic analysis and an unlevered basis. Corporate administration, management fees, interest expense, and exploration costs are excluded from the economic analysis used to support the Mineral Reserves.

The 2024 LOM depicts a 3,401 t/d processing rate for a total of 10.33 Mt of mineralized material through the mill at average ROM grades of 172 g/t silver, 3.89% zinc, 2.07% lead, 0.21% copper, and 0.22 g/t gold over a 8.33-year period. The 2024 LOM Plan supports the Mineral Reserves as it demonstrates economic viability via projected revenues exceeding all projected operating, sustaining capital, and closure costs.

Table 1-10 summarizes the economic analysis of Cerro Los Gatos Mine based on the projected cash flow generated by the mining and processing of the material identified by the 2024 LOM Plan. The economic analysis

considers applicable mining and corporate income taxes which have rates of 7.5% and 30%, respectively, and a government royalty on gold and silver production of 0.5%.

Table 1.11: LOM Financial Summary

Notes:

The post-tax Net Present Value (NPV 5%) of the Cerro Los Gatos mine is $538.8 M using a discount rate of 5%. Annual after-tax cash flow is expected to average $80 M over the 8.33 years of operations. The Cerro Los Gatos mine remains economic under a wide range of commodity prices. The 2024 LOM Plan shows By-Product All-in Sustaining Costs (AISC) of $4.94 per ounce of silver payable and Co-Product AISC of $14.24 per ounce of silver equivalent payable.

Throughout the exploration, development, and mining of the deposit a sound knowledge and understanding of the geological controls on the mineralization has been acquired, which are adequately expressed in the Resource Model.

The deposit has logging data from subsurface workings and surface and underground drilling that has been adequately reviewed and validated which allows it to be used with sufficient confidence in the construction of a long-term resource model.

A new geological model has been constructed of the deposit that integrates the different sources of information through an implicit 3D model. Based on this geological model an estimation of the main grades of the deposit has been performed using Ordinary Kriging (OK) interpolators. The results have been validated in detail by visual and statistical review and against existing production data.

The Mineral Resource categorization uses methodologies and assumptions that allow for adequate consideration of uncertainty and risk.

The Mineral Resources reported in this TRS are reported above a NSR cut-off value, supported by studies, and considers reasonable prospects for economic extraction by optimizing stopes using assumptions and reliable data.

It is the opinion of the QP that the Mineral Resources presented herein are appropriate for public disclosure and comply with the definitions of Mineral Resources as established by S-K 1300 and CIM Definition Standards for Mineral Resources and Mineral Reserves (2014).

The Mineral Reserves for CLG have been re-estimated, and a Mine Plan developed, which is attuned to the deposit and the conditions under which the mineralized material can be mined and processed. The Mineral Reserves have been estimated with consideration for the modifying factors of mining dilution and mining recovery for each mining method, support service costs as well as reasonable assumptions regarding input costs and metal prices.

The Mine Plan will deliver mineralized material to the processing plant of contained metal value well in excess of the NSR cut-off value used to establish economic blocks of mineralized material. The Mine Plan is considered by the QP to be robust and achievable in the current operating environment.

Mine management has responded to challenges presented by each of the structurally controlled zones of the CLG deposit and invested in actions and techniques that will ensure safety of workers and reduce operating costs.

Other conclusions drawn by the Mining QP are:

Identified risks to the Mineral Reserves pertain to:

The following factors represent opportunities to enhance mining operations at CLG:

It is the opinion of the Mining QP that the Mineral Reserves presented herein are appropriate for public disclosure and comply with the definitions of Mineral Reserves, as established by S-K 1300 and CIM Definition Standards for Mineral Resources and Mineral Reserves (2014).

The following conclusions were made regarding the mineral processing:

The following conclusions were made regarding the site infrastructure:

The mine dewatering system has achieved steady state status – that is, adequate drainage, wells and pumping installations have been installed to draw down the water table around active mining horizons. CLG has made

plans and budgeted for additional underground wells to enable the continued removal of groundwaters as the mine is deepened to the SE.

The underground ventilation system requires expansion as the mine activity gravitates to the SE Zone and to depth. Plans, schedules, and budgets are in place to establish adequate air flow to the future mine development areas.

The TSF is a mature structure operating under steady-state conditions and monitored by permanent stations installed throughout the TSF dam structure. There are two more lifts scheduled for the dam to complete its construction for acceptance of the LOM tailings volumes. The TSF is managed by an independent Engineer of Record, Tierra Group International, Ltd., which conforms with Mexican and other industry accepted guidelines such as the International Committee on Large Dams and the Canadian Dam Association.

The following observations and conclusions have been developed based on the site visit and inquiries made by the environmental and permitting QP and review of available information.

The following observations and conclusions are drawn regarding community and social aspects:

The following recommendations are made by the Qualified Persons:

Geology and Mineral Resources:

Mining and Mineral Reserves:

Metallurgy and Mineral Processing:

Infrastructure:

Pertaining to the paste fill plant:

Pertaining to the dewatering infrastructure:

CLG is advancing work on several components of the dewatering plan to enable improved dewatering and water management in the operations and have included $14 M in capital projects relating to mine dewatering within the LOM Plan, including the installation of additional wells and pumping infrastructure.

Pertaining to the electrical power:

Tierra Group makes the following recommendations with respect to tailings storage:

Environmental and Social:

waste rock facility may remain after closure, an understanding of the physical as well as chemical stability is necessary.

Gatos Silver, Inc. (“Gatos Silver”) is listed on the New York Stock Exchange and the Toronto Stock Exchange. The company’s corporate office is located at 925 West Georgia Street, Vancouver, BC, Canada V6C 3L2.

This report has been prepared by WSP as a Technical Report Summary to satisfy U.S. Securities and Exchange Commission regulation subpart S-K 1300 (SK-1300) for Gatos Silver. The quality of information, conclusions, and estimates contained herein are consistent with the level of effort involved in consultants’ services, based on; i), information available at the time of preparation; ii), data supplied by outside sources; and iii), the assumptions, conditions, and qualifications set forth in this TRS. The purpose of this TRS is to report Mineral Resources and Mineral Reserves for the CLG Mine, 70% owned by Gatos Silver.

Key Acronyms and definitions for this Report include:

The compilation and estimation of Mineral Resources and Mineral Reserves used public and private data sources. The supply of the private data sources from Gatos Silver included a drill hole database, geological model, internal documentation and assumptions, laboratory certificates, mine designs, mine plans and other mine planning files.

A detailed list of cited reports is noted in Section 24.0 of this TRS.

WSP has adopted certain provisions from previous Technical Reports authored by WSP Golder (2022 and 2023), Tetra Tech (2012, 2017, 2020) and Behre Dolbear, as appropriate. Where content from previous Technical Reports have been included, the authors have not relied upon previous authors and are taking responsibility for the sections indicated by the certificates of QPs of this TRS.

Site visits have been conducted by WSP, Golder Associates S.A., Stantec USA, Tierra Group International, and Transmin Metallurgical Consultants personnel as described on Table 2.1.

Table 2.1: Site Visits of Qualified Persons

The following technical reports have been made publicly available previously:

¹ On January 25,2022, the Company issued a press release stating the Mineral Resource and Mineral Reserve estimates in the 2020 Technical Report should not be relied upon.

The operating Cerro Los Gatos (CLG) underground mine and processing facilities are approximately centered on Latitude 27° 34' 17" N, Longitude 106° 21' 33" W, near the town of San José de Sitio, within the Municipality of Satevó in the State of Chihuahua, Mexico. The mine is approximately 120 kilometers (km) south of the state capital of Chihuahua City and approximately 100 km north/northwest of the historical mining city of Hidalgo del Parral (Figure 3.1).

Source: CLG

Figure 3.1: Project Location Map

Gatos Silver is a Canadian-headquartered, Delaware-incorporated precious metals exploration, development and production company. Gatos Silver’s primary efforts are focused on the operation of the LGJV in Chihuahua, Mexico. The LGJV was formed on January 1, 2015, when Gatos Silver entered into the Unanimous Omnibus Partner Agreement with Dowa Metals and Mining Co., Ltd. (“Dowa”) to further explore, and potentially develop and operate mining properties within the LGD. The entities comprising the LGJV are Minera Plata Real S. de R.L. de C.V. (‘‘MPR’’) and Operaciones San Jose de Plata S. de R.L. de C.V (“OSJ”) (collectively, the ‘‘LGJV Entities’’). The LGJV ownership is currently 70% Gatos Silver and 30% Dowa. On September 1, 2019, the LGJV commenced commercial production at CLG, which produces silver-containing lead concentrate and zinc concentrate

MPR is the owner of mineral rights held by eighteen titled concessions, covering approximately 103,000 ha. Under applicable Mexican law, titled mining concessions grant holders exploration and exploitation rights, subject to certain conditions including minimum expenditure requirements. Titled mining concessions exclude surface rights, which are generally separately negotiated. Titled mining concessions are summarized in Table 3.1, collectively the “Project Area”.

Table 3.1: Los Gatos Project Titled Mining Concessions

Figure 3.2 depicts the Los Gatos concessions.

Source: Minera Plata Real S. de R.L. de C.V. (MPR)

Figure 3.2: Los Gatos Concessions Map

MPR has arranged permissions to enter and perform exploration and mining activities on several land properties in the Project Area, including all surface rights necessary to access the CLG operating mine and processing and tailings facilities. Figure 3.3 shows the distribution of communal land and private property, where permissions have been obtained and the nature of such permissions. MPR has purchased surface lands covering the known extents of the CLG, and Esther Resource areas, totalling 5,188.6 ha, as shown in light blue in Figure 3.3.

Source: CLG

Figure 3.3: Surface Rights and Exploration Permissions

MPR has negotiated and ratified an access agreement with the community of San Jose del Sitio for use of the access road through communally owned land shown in light green fill on Figure 3.3. This agreement, the term of which extends to November 6, 2046, allows access through the surface land holdings of the community and is registered with the federal land registry. MPR has worked together with the community since the inception of the exploration project and has enjoyed strong support from the community leaders and Ejido assemblies.

MPR has established a multi-disciplinary team to maintain ongoing communications in the nine most proximate communities to CLG, including San José del Sitio and La Esperanza, as well as the municipality of Satevo.

As noted above, the Los Gatos Joint Venture holds concessions through its Mexican subsidiary company, MPR. MPR is 70% owned by Gatos Silver, Inc. and 30% owned by Dowa Metals & Mining Co., Ltd. The Los Gatos concession (title 231498) is held subject to a royalty agreement, described below.

MPR also holds the rights to the concession of Paula Adorada through a Contract of Assignment of Rights duly recorded with the Public Registry of Mining.

Under Mexican mining law, titled concessions must have submitted the required Surveying and Assessment Works to define their precise location and rights against any pre-existing mining claim and concession owners have the obligation to submit annual Assessment of Work Reports by the end of May for each concession, or group of concessions, based on minimum investment amounts. All of MPR’s concessions are grouped for legal compliance with requirements by Mexican mining law, except for the Paula Adorada claim, which was acquired later. Non-compliance with these requirements is cause for cancellation only after the authority communicates in writing to the concessionaire advising of any such default and granting the concessionaire a specified time frame in which to remedy the default. As of the date of this report, MPR concessions are in good standing with respect to this obligation.

In Mexico, there are no limitations on the total amount of mining concessions or on the amount of land that may be held by an individual or a company.

Secondly, holders of mining concessions must make bi-annual payments of mining duties. As of the date of this report, MPR has timely made these payments in connection with its concessions. As result, MPR’s concessions are in good standing.

On May 8, 2023, a Decree was published in the Official Gazette of the Federation amending, adding to, and repealing several provisions of the Mining Law, the National Water Law, the General Law of Ecological Balance and Environmental Protection and the General Law for the Prevention and Integral Management of Waste, regarding mining and water concessions.

As a result of the Decree, with respect to concession tenors, the term of any new concession will be 30 years, with the option of a single 25-year term extension subject to certain conditions. At the end of such extension, the concession holder may participate on a priority-basis in the bidding of the concession for another 25 years. Under the Decree, all mining concessions granted prior to the entry into force of the Decree retain their existing durations as reflected in their title documentation. This applies to all concession currently held by MPR.

The Decree, which requires implementing regulations in some instances, also introduces the following new requirements upon full implementation: new concessions would only be granted through a public bidding process; new mining concessions would be granted in respect of specified minerals; the potential to expropriate private land would be discontinued; the approval of transferees of mining concessions would be required; minimum payments of 5% of profits to local communities would be imposed; social impact studies and community consultation would be required; restoration, closure and post closure programs would be required with financial guarantees; water availability would be a condition for granting new mining concessions; the concept of presumptive approval (afirmativa ficta) for approval matters properly and timely submitted to regulatory agencies

would be removed; parastatal entities could be created and would enjoy preferential rights to exploration; environmental obligations and prohibitions would be increased; and water concessions could be significantly modified by governmental authorities in certain circumstances. Although it is not clear in all instances, the amendments under the Decree are generally stated to not have retroactive effect, and as such their most significant impact would be expected to be on new mining concessions rather than existing concessions and operations, including those of the LGJV and Gatos. Certain of the amendments may also apply to existing operations, such as the requirement for approval of any concession transferee, establishing a closure and post-closure program and additional environmental obligations.

In June 2023 MPR filed an Amparo against the decree, considering that it violates constitutional principles. On February 26, 2024, the Federal Court in charge of the trial granted a favorable judgment in first instance, ordering the suspension of the application of the entire decree in favor of MPR. In this regard, the House of Representatives and the Senate, respectively, filed appeals against this resolution, which are pending resolution. As of today, the suspension granted in favor of MPR remains in effect.

There are royalty contracts that apply to two concessions and one royalty contract that previously applied to a concession. The details of the contracts follow.

A NSR royalty agreement was established in 2015 with the previous owner of the Los Gatos concession (title 231498) (the “La Cuesta Royalty Agreement”). The La Cuesta Royalty Agreement stipulated a 2% royalty on revenue until a threshold of $10 M in payments was reached. Thereafter, the royalty was reduced to 0.5% until $15 M has been paid. $12.95 M has been paid through July 26, 2024. The remaining 0.5% royalty will be retired upon the payment of $ 2.05 M after July 26, 2024. Under the La Cuesta Royalty Agreement there is also a production payment of 0.5% NSR on production from lands within a 1-km boundary of the Los Gatos concession which is also subject to the previously referenced $15 M maximum.

A royalty agreement in respect of the Paula Adorada concession (title 223392) was acquired from the Chihuahua-based company Grupo Factor through a Contract of Assignment of Rights effective December 3, 2014. There are no remaining obligations or royalties under this agreement.

A NSR royalty agreement in respect of the Ampliación Oeste De San Luis concession (title 187432) was acquired from Mr. Mario Humberto Ayub Touche through a Contract of Assignment of Rights, effective May 31, 2024. The agreement stipulates a 2% royalty on revenue from this concession until a threshold of $5 M in payments is reached. There are currently no defined Mineral Resources or Mineral Reserves on this concession.

Mining operations in Mexico have from time-to-time been subject to illicit community-led blockades. MPR works closely with local communities to mitigate this and other risks. Please see Section 17.0 for further information on social considerations. MPR is not aware of any other material risk factors which could limit or deny access to the CLG Mine.