Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

On March 29, 2021, the Board of Directors (the "Board") of Gatos Silver, Inc. (the "Company") elected Daniel Muñiz Quintanilla as a member of the Board, effective April 1, 2021. Mr. Quintanilla has not been appointed to any Board committees at this time.

There is no arrangement or understanding between Mr. Quintanilla and any other person pursuant to which he was selected as a director, and Mr. Quintanilla does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended.

Mr. Quintanilla will receive the same compensation as the Company's other non-employee directors, including: (i) an annual retainer of $55,000 for service on the Board paid in cash quarterly in arrears; (ii) $1,500 for each committee meeting attended (whether in person or by telephone), plus an additional $2,500 for each such meeting attended in-person involving travel intercontinentally from outside of North America; and (iii) an annual equity grant with an aggregate value of $90,000, half to be issued in the form of stock options and half in the form of deferred stock units ("DSUs") that settle upon the director's cessation of continuous service, each of which will vest ratably on a monthly basis over 12 months. Mr. Quintanilla may also elect to receive DSUs in lieu of the cash retainer.

On April 1, 2021, the Company issued a press release announcing Mr. Quintanilla's appointment to the Board, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description

99.1 Press Release, dated April 1, 2021

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