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:

 

  ☐

Rule 13d-1(b)

 

  ☒

Rule 13d-1(c)

 

  ☐

Rule 13d-1(d)

 

*

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

 

 1.   

 Names of Reporting Persons.

 

 Giovanni Agnelli B.V.

 2.  

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 

 3.  

 SEC Use Only

 

 4.  

 Citizenship or Place of Organization

 

 The Netherlands

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)

 

 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

 

 1.   

 Names of Reporting Persons.

 

 Exor N.V.

 2.  

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 

 3.  

 SEC Use Only

 

 4.  

 Citizenship or Place of Organization

 

 The Netherlands

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)

 

 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

 

 1.   

 Names of Reporting Persons.

 

 Lingotto Investment Management (UK) Limited

 2.  

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 

 3.  

 SEC Use Only

 

 4.  

 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)

 

 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

 

 1.   

 Names of Reporting Persons.

 

 Lingotto Investment Management LLP

 2.  

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 

 3.  

 SEC Use Only

 

 4.  

 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

Item 1.

 

  (a)

Name of Issuer:

GATOS SILVER, INC.

 

  (b)

Address of Issuer’s Principal Executive Offices

925 W Georgia Street

Suite 910

Vancouver

British Columbia

Canada

V6C 3L2

 

Item 2.

 

  (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

  (c)

Citizenship

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

 

  (e)

CUSIP Number

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.

 

Item 4.

Ownership.

 

  (a)

Amount beneficially owned:

See the responses to Item 9 on the attached cover pages.

 

  (b)

Percent of class:

See the responses to Item 11 on the attached cover pages.

 

  (c)

Number of shares as to which the person has:

 

  (i)

Sole power to vote or to direct the vote

See the responses to Item 5 on the attached cover pages.

 

  (ii)

Shared power to vote or to direct the vote

See the responses to Item 6 on the attached cover pages.

 

  (iii)

Sole power to dispose or to direct the disposition of

See the responses to Item 7 on the attached cover pages.

 

  (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.

 

Item 10.

Certification.

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

Giovanni Agnelli B.V.
By   /s/ Guido de Boer
Name:   Guido de Boer
Title:   Authorized Signatory
Exor N.V.
By   /s/ Guido de Boer
Name:   Guido de Boer
Title:   Chief Financial Officer
Lingotto Investment Management (UK) Limited
By   /s/ Enrico Vellano
Name:   Enrico Vellano
Title:   CEO
Lingotto Investment Management LLP
By   /s/ Enrico Vellano
Name:   Enrico Vellano
Title:   CEO

 

Page 9 of 9 pages

INDEX TO EXHIBITS

 

99.1    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

 

Giovanni Agnelli B.V.
By  

/s/ Guido de Boer

Name:   Guido de Boer
Title:   Authorized Signatory
Exor N.V.
By  

/s/ Guido de Boer

Name:   Guido de Boer
Title:   Chief Financial Officer
Lingotto Investment Management (UK) Limited
By  

/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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