Form SC 13G - Statement of acquisition of beneficial ownership by individuals
June 04 2024 - 3:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
GATOS SILVER,
INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
368036109
(CUSIP Number)
May 31, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 368036109
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| 1. |
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Names of Reporting Persons.
Giovanni Agnelli B.V. |
| 2. |
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Check the Appropriate Box if a
Member of a Group (See Instructions) (a) ☐ (b) ☐
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| 3. |
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SEC Use Only
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| 4. |
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Citizenship or Place of
Organization The
Netherlands |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With: |
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5. |
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Sole Voting Power:
3,460,852 |
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6. |
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Shared Voting Power:
0 |
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7. |
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Sole Dispositive Power:
3,460,852 |
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8. |
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Shared Dispositive Power:
0 |
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| 9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,460,852 |
| 10. |
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Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions) ☐ |
| 11. |
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Percent of Class Represented by
Amount in Row (9) 5.0%* |
| 12. |
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Type of Reporting Person (See
Instructions) HC, CO |
| * |
Based on 69,181,047 common shares outstanding at May 6, 2024 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on May 6, 2024. |
Page 2 of 9 pages
CUSIP No. 368036109
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| 1. |
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Names of Reporting Persons.
Exor N.V. |
| 2. |
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Check the Appropriate Box if a
Member of a Group (See Instructions) (a) ☐ (b) ☐
|
| 3. |
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SEC Use Only
|
| 4. |
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Citizenship or Place of
Organization The
Netherlands |
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|
|
|
|
|
|
| Number of
Shares Beneficially
Owned by Each
Reporting Person
With: |
|
5. |
|
Sole Voting Power:
3,460,852 |
| |
6. |
|
Shared Voting Power:
0 |
| |
7. |
|
Sole Dispositive Power:
3,460,852 |
| |
8. |
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Shared Dispositive Power:
0 |
|
|
|
|
|
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|
| 9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,460,852 |
| 10. |
|
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions) ☐ |
| 11. |
|
Percent of Class Represented by
Amount in Row (9) 5.0%* |
| 12. |
|
Type of Reporting Person (See
Instructions) HC, CO |
| * |
Based on 69,181,047 common shares outstanding at May 6, 2024 as reported in the Issuer’s Form 10-Q filed with the SEC on May 6, 2024. |
Page 3 of 9 pages
CUSIP No. 368036109
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| 1. |
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Names of Reporting Persons.
Lingotto Investment Management (UK) Limited |
| 2. |
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Check the Appropriate Box if a
Member of a Group (See Instructions) (a) ☐ (b) ☐
|
| 3. |
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SEC Use Only
|
| 4. |
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Citizenship or Place of
Organization United Kingdom |
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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5. |
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Sole Voting Power:
3,460,852 |
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6. |
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Shared Voting Power:
0 |
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7. |
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Sole Dispositive Power:
3,460,852 |
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8. |
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Shared Dispositive Power:
0 |
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|
|
|
|
|
| 9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,460,852 |
| 10. |
|
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
|
Percent of
Class Represented by Amount in Row (9) 5.0%* |
| 12. |
|
Type of Reporting Person (See
Instructions) CO, FI |
| * |
Based on 69,181,047 common shares outstanding at May 6, 2024 as reported in the Issuer’s Form 10-Q filed with the SEC on May 6, 2024. |
Page 4 of 9 pages
CUSIP No. 368036109
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|
|
| 1. |
|
Names of Reporting Persons.
Lingotto Investment Management LLP |
| 2. |
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Check the Appropriate Box if a
Member of a Group (See Instructions) (a) ☐ (b) ☐
|
| 3. |
|
SEC Use Only
|
| 4. |
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Citizenship or Place of
Organization United
Kingdom |
|
|
|
|
|
|
|
| Number of
Shares Beneficially
Owned by Each
Reporting Person
With: |
|
5. |
|
Sole Voting Power:
3,460,852 |
| |
6. |
|
Shared Voting Power:
0 |
| |
7. |
|
Sole Dispositive Power:
3,460,852 |
| |
8. |
|
Shared Dispositive Power:
0 |
|
|
|
|
|
|
|
| 9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,460,852 |
| 10. |
|
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions) ☐ |
| 11. |
|
Percent of Class Represented by
Amount in Row (9) 5.0%* |
| 12. |
|
Type of Reporting Person (See
Instructions) PN, FI |
| * |
Based on 69,181,047 common shares outstanding at May 6, 2024 as reported in the Issuer’s Form 10-Q filed with the SEC on May 6, 2024. |
Page 5 of 9 pages
GATOS SILVER, INC.
| |
(b) |
Address of Issuer’s Principal Executive Offices |
925 W Georgia Street
Suite 910
Vancouver
British Columbia
Canada
V6C 3L2
| |
(a) |
Name of Person Filing |
Giovanni Agnelli B.V.
Exor N.V.
Lingotto Investment Management (UK) Limited
Lingotto Investment Management LLP
Lingotto Investment Management LLP, which acquired the securities being reported on, is 99.7% owned by Lingotto Investment Management (UK)
Limited. Lingotto Investment Management (UK) Limited is a wholly owned subsidiary of Exor N.V., which in turn is controlled by Giovanni Agnelli B.V.
| |
(b) |
Address of Principal Business Office or, if none, Residence |
Giovanni Agnelli B.V.
Symphony Building
Gustav
Mahlerplein 25
Amsterdam, 1082 MS
The Netherlands
Exor N.V.
Symphony Building
Gustav
Mahlerplein 25
Amsterdam, 1082 MS
The Netherlands
Lingotto
Investment Management (UK) Limited
7 Seymour Street
London, W1H 7JW
United Kingdom
Lingotto Investment Management LLP
7 Seymour Street
London, W1H 7JW
United Kingdom
Page 6 of 9 pages
Giovanni Agnelli B.V. – the Netherlands
Exor N.V. – the Netherlands
Lingotto Investment Management (UK) Limited– United Kingdom
Lingotto Investment Management LLP – United Kingdom
| |
(d) |
Title of Class of Securities |
Common Stock, par value $0.001 per share
368036109.
| Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
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(a) |
Amount beneficially owned: |
See the responses to Item 9 on the attached cover pages.
See the responses to Item 11 on the attached cover pages.
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(c) |
Number of shares as to which the person has: |
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(i) |
Sole power to vote or to direct the vote |
See the responses to Item 5 on the attached cover pages.
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(ii) |
Shared power to vote or to direct the vote |
See the responses to Item 6 on the attached cover pages.
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(iii) |
Sole power to dispose or to direct the disposition of |
See the responses to Item 7 on the attached cover pages.
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(iv) |
Shared power to dispose or to direct the disposition of |
See the responses to Item 8 on the attached cover pages.
| Item 5. |
Ownership of Five Percent or Less of a Class. |
Not Applicable.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company. |
See Item 2.
| Item 8. |
Identification and Classification of Members of the Group. |
Not Applicable.
Page 7 of 9 pages
| Item 9. |
Notice of Dissolution of Group. |
Not Applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11.
Page 8 of 9 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: June 4, 2024
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| Giovanni Agnelli B.V. |
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| By |
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/s/ Guido de Boer |
| Name: |
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Guido de Boer |
| Title: |
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Authorized Signatory |
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| Exor N.V. |
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| By |
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/s/ Guido de Boer |
| Name: |
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Guido de Boer |
| Title: |
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Chief Financial Officer |
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| Lingotto Investment Management (UK) Limited |
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| By |
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/s/ Enrico Vellano |
| Name: |
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Enrico Vellano |
| Title: |
|
CEO |
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| Lingotto Investment Management LLP |
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| By |
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/s/ Enrico Vellano |
| Name: |
|
Enrico Vellano |
| Title: |
|
CEO |
Page 9 of 9 pages
INDEX TO EXHIBITS
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| 99.1 |
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Joint Filing Agreement |
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the
undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common shares of GATOS SILVER, INC. and further agree to the filing of this agreement as an Exhibit thereto. In
addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
Date: June 4, 2024
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| Giovanni Agnelli B.V. |
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| By |
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/s/ Guido de Boer |
| Name: |
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Guido de Boer |
| Title: |
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Authorized Signatory |
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| Exor N.V. |
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| By |
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/s/ Guido de Boer |
| Name: |
|
Guido de Boer |
| Title: |
|
Chief Financial Officer |
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| Lingotto Investment Management (UK) Limited |
|
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| By |
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/s/ Enrico Vellano |
| Name: |
|
Enrico Vellano |
| Title: |
|
CEO |
|
| Lingotto Investment Management LLP |
|
|
| By |
|
/s/ Enrico Vellano |
| Name: |
|
Enrico Vellano |
| Title: |
|
CEO |
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