Gatos Silver(GATO) - 2020 Q3 - Quarterly Report

Part I – FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) This section presents the unaudited condensed consolidated financial statements of Gatos Silver, Inc. and its subsidiaries, including balance sheets, statements of loss and comprehensive loss, statements of shareholders' equity, and cash flow statements, along with related notes, providing the company's financial position as of September 30, 2020, and operating results for the three and nine months ended on that date Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheets (USD thousands) | Metric (USD thousands) | September 30, 2020 | December 31, 2019 | | :--------------------- | :----------------- | :---------------- | | Cash and cash equivalents | 3,627 | 9,085 | | Total current assets | 8,992 | 18,455 | | Total assets | 142,819 | 154,295 | | Total current liabilities | 19,774 | 3,465 | | Total stockholders' equity | 121,524 | 149,391 | - As of September 30, 2020, the company's cash and cash equivalents were USD 3,627 thousand, a decrease from USD 9,085 thousand as of December 31, 2019[10] - Total assets decreased from USD 154,295 thousand as of December 31, 2019, to USD 142,819 thousand as of September 30, 2020[10] Condensed Consolidated Statements of Loss and Comprehensive Loss Condensed Consolidated Statements of Loss and Comprehensive Loss (USD thousands) | Metric (USD thousands) | Three Months Ended Sep 30, 2020 | Three Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :--------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Total expenses | 3,724 | 2,483 | 9,830 | 8,077 | | Other expenses (income) | (2,539) | 2,391 | 21,320 | 14,819 | | Net loss | 1,185 | 4,874 | 31,150 | 22,896 | | Net loss per share (basic and diluted) | 0.01 | 0.06 | 0.38 | 0.30 | - Net loss for the three months ended September 30, 2020, was USD 1,185 thousand, a decrease from USD 4,874 thousand in the prior-year period[12] - Net loss for the nine months ended September 30, 2020, increased to USD 31,150 thousand from USD 22,896 thousand in the prior-year period[12] Condensed Consolidated Statements of Shareholders' Equity (Deficit) Condensed Consolidated Statements of Shareholders' Equity (Deficit) (USD thousands) | Metric (USD thousands) | September 30, 2020 | December 31, 2019 | | :--------------------- | :----------------- | :---------------- | | Common stock | 80 | 80 | | Additional paid-in capital | 379,204 | 375,921 | | Accumulated deficit | (256,733) | (225,583) | | Treasury stock | (1,027) | (1,027) | | Total stockholders' equity | 121,524 | 149,391 | - As of September 30, 2020, total stockholders' equity was USD 121,524 thousand, a decrease from USD 149,391 thousand as of December 31, 2019[14] Condensed Consolidated Statements of Cash Flows Condensed Consolidated Statements of Cash Flows (USD thousands) | Cash Flow Activity (USD thousands) | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :------------------------------- | :----------------------------- | :----------------------------- | | Net cash from operating activities | (11,898) | (7,464) | | Net cash from investing activities | (8,405) | (20,273) | | Net cash from financing activities | 14,845 | 39,878 | | Net increase (decrease) in cash and cash equivalents | (5,458) | 12,141 | | Cash and cash equivalents at end of period | 3,627 | 15,598 | - Net cash outflow from operating activities increased to USD 11,898 thousand for the nine months ended September 30, 2020, compared to USD 7,464 thousand in the prior-year period[18] - Net cash outflow from investing activities decreased to USD 8,405 thousand from USD 20,273 thousand in the prior-year period, primarily due to reduced investments in LGJV[18] - Net cash inflow from financing activities decreased to USD 14,845 thousand from USD 39,878 thousand in the prior-year period, mainly due to higher proceeds from common stock issuance in 2019[18] Notes to Condensed Consolidated Financial Statements 1. Description of Business and Basis of Preparation of Financial Statements - The company completed its initial public offering (IPO) on October 30, 2020, issuing 21,430,000 shares of common stock for total proceeds of USD 150,010 thousand, and listed on the NYSE and TSX[20] - The company's primary business focuses on the operations of the Los Gatos Joint Venture (LGJV) in Chihuahua, Mexico, which commenced commercial production of lead and zinc concentrates on September 1, 2019[21][22] - From March 30 to May 31, 2020, LGJV suspended non-essential activities due to the COVID-19 pandemic, resuming mining operations in late May 2020[23] - The company has divested the Sunshine Complex to Silver Opportunity Partners Corporation, and this business will be reported as discontinued operations in post-IPO reporting periods[26] - Management believes that with the completion of the IPO, the company has raised sufficient capital to meet its obligations, thus eliminating substantial doubt about its ability to continue as a going concern[28] 2. Summary of Significant Accounting Policies - The financial statements are unaudited, include all necessary adjustments, and are prepared in accordance with U.S. Generally Accepted Accounting Principles (U.S. GAAP)[29] - No accounting standards with a material impact on the financial statements were adopted for the nine months ended September 30, 2020[32] 3. Other Current Assets Other Current Assets (USD thousands) | Other Current Assets (USD thousands) | September 30, 2020 | December 31, 2019 | | :----------------------------------- | :----------------- | :---------------- | | VAT receivables | 266 | 213 | | Restricted cash | 467 | 466 | | Prepaid expenses | 367 | 359 | | Deposits and other | 16 | 30 | | Total Other Current Assets | 1,116 | 1,068 | - Total other current assets were USD 1,116 thousand as of September 30, 2020, slightly higher than USD 1,068 thousand as of December 31, 2019[33] 4. Property, Plant and Equipment, net Property, Plant and Equipment (USD thousands) | Property, Plant and Equipment (USD thousands) | September 30, 2020 | December 31, 2019 | | :-------------------------------------------- | :----------------- | :---------------- | | Mineral properties | 18,203 | 18,203 | | Plant and equipment | 13,643 | 13,621 | | Land | 1,814 | 1,814 | | Buildings, infrastructure, and improvements | 16,798 | 16,798 | | Furniture, fixtures, and computers | 1,565 | 1,565 | | Property, plant and equipment at cost | 52,023 | 52,001 | | Less: Accumulated amortization | (23,605) | (21,807) | | Property, Plant and Equipment, net | 28,418 | 30,194 | - Net property, plant and equipment was USD 28,418 thousand as of September 30, 2020, a decrease from USD 30,194 thousand as of December 31, 2019[34] - The Sunshine Mine mineral property is not currently amortized as proven and probable reserves have not been established, and the mine has not resumed operations[34] 5. Accounts Payable and Other Accrued Liabilities Accounts Payable and Other Accrued Liabilities (USD thousands) | Accounts Payable and Other Accrued Liabilities (USD thousands) | September 30, 2020 | December 31, 2019 | | :------------------------------------------------------------- | :----------------- | :---------------- | | Accounts payable | 183 | 270 | | Accrued expenses | 2,542 | 1,724 | | Payroll Protection Program loan | 567 | - | | Accrued compensation | 1,482 | 1,471 | | Total Accounts Payable and Other Current Liabilities | 4,774 | 3,465 | - Total accounts payable and other current liabilities increased to USD 4,774 thousand as of September 30, 2020, from USD 3,465 thousand as of December 31, 2019, primarily due to an increase in the Payroll Protection Program loan[37] - The company received a USD 567 thousand Payroll Protection Program (PPP) loan in April 2020 for eligible expenditures and expects to obtain loan forgiveness[37][38] 6. Related-Party Convertible Notes - In Q2 2020, the company entered into a convertible note purchase agreement with Electrum Silver US LLC, issuing USD 15,000 thousand in convertible notes with an annual interest rate of 5%[39] - These notes automatically convert into common stock in a qualified financing at 80% of the qualified financing issue price or USD 7.50 per share, whichever is lower[39] - As of September 30, 2020, the company had borrowed USD 15,000 thousand with accrued interest of USD 187 thousand, which converted into common stock on October 30, 2020[39] 7. Related-Party Transactions - The company has a management agreement with LGJV to provide consulting and administrative services, receiving USD 300 thousand from LGJV for the nine months ended September 30, 2020[40] - For the nine months ended September 30, 2020, USD 5,850 thousand in receivables under this agreement and other outstanding receivables were converted into LGJV capital, recorded as an increase in the company's investment in affiliate[40] 8. Stockholders' Equity Stock Option Activity (Shares) | Stock Option Activity (Shares) | September 30, 2020 | December 31, 2019 | | :----------------------------- | :----------------- | :---------------- | | Director and employee options (end of period) | 8,723,028 | 7,102,361 | | LGJV personnel options (end of period) | 109,190 | 109,190 | - As of September 30, 2020, total unrecognized share-based compensation expense was USD 6,704 thousand, expected to be recognized over a weighted-average period of 1.9 years[42] - As of September 30, 2020, 365,421 Director Share Units (DiSUs) were outstanding, fully vested on the grant date, entitling holders to one share of common stock upon departure[44][45] 9. Asset Retirement Obligations Asset Retirement Obligations (USD thousands) | Asset Retirement Obligations (USD thousands) | Three Months Ended Sep 30, 2020 | Three Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :------------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Beginning balance | 1,494 | 1,388 | 1,439 | 1,337 | | Accretion expense | 27 | 25 | 82 | 76 | | Ending balance | 1,521 | 1,413 | 1,521 | 1,413 | - The ending balance of asset retirement obligations was USD 1,521 thousand as of September 30, 2020, an increase from the prior-year period[46] - The company holds USD 275 thousand in restricted cash as collateral for letters of credit to secure certain reclamation obligations with government agencies[46] 10. Fair Value Measurements - The company uses a three-level fair value hierarchy to measure the fair value of financial and non-financial assets and liabilities[47][48] - As of September 30, 2020, and December 31, 2019, the carrying values of the company's financial instruments, such as cash, accounts receivable, and accounts payable, approximated their fair values due to their short-term nature[49] - Fair values for asset retirement obligations and the initial investment in affiliate are classified as Level 3, as their valuations are based on internally developed assumptions with limited observable inputs and market activity[50][51] 11. Commitments, Contingencies and Guarantees - LGJV entities entered into a loan agreement ("Term Loan") with Dowa, allowing borrowing up to USD 210,000 thousand for LGD development, with LGJV having borrowed USD 222,783 thousand as of September 30, 2020[55] - In May 2019, the Dowa MPR loan was fully repaid through cash payments and the conversion of the remaining USD 50,737 thousand principal and interest, increasing Dowa's equity interest in LGJV to 48.5%[57] - LGJV entered into a working capital facility (WCF) with Dowa, allowing borrowing up to USD 60,000 thousand, with LGJV having borrowed USD 60,000 thousand as of September 30, 2020[58] - The company guarantees 70% of the outstanding principal and accrued interest under the Term Loan and WCF, as well as all obligations under LGJV's equipment loan agreements[59] 12. Segment Information - The company operates in a single industry, focusing on the acquisition, exploration, and development of silver mining properties, with reported segments including the U.S., Mexico, and corporate levels[60] Segment Expenses (USD thousands) | Segment Expenses (USD thousands) | Three Months Ended Sep 30, 2020 | Three Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Exploration | 236 | 386 | 834 | 913 | | Pre-development | 507 | 561 | 1,555 | 1,701 | | General and administrative | 2,387 | 839 | 5,644 | 3,528 | | Amortization | 594 | 697 | 1,797 | 1,935 | | Equity in (earnings) loss of affiliate | (3,447) | 1,832 | 18,069 | 2,143 | 13. Investment in Affiliate - For the three months ended September 30, 2020, the company recognized a USD 3,447 thousand gain in its investment in LGJV entities, compared to a USD 1,832 thousand loss in the prior-year period[63] - For the nine months ended September 30, 2020, the company recognized an USD 18,069 thousand loss in its investment in LGJV entities, compared to a USD 2,143 thousand loss in the prior-year period[63] LGJV Consolidated Statements of Loss (USD thousands) | LGJV Consolidated Statements of Loss (USD thousands) | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :--------------------------------------------------- | :----------------------------- | :----------------------------- | | Sales | 81,181 | 5,870 | | Cost of sales | 45,496 | 3,392 | | Depreciation, depletion, and amortization | 33,077 | 3,394 | | Net loss | (30,576) | (3,979) | - LGJV's net loss for the nine months ended September 30, 2020, significantly increased to USD 30,576 thousand from USD 3,979 thousand in the prior-year period, primarily due to increased operating costs, asset depreciation, and interest and arrangement fees incurred after the start of production[67][111] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section discusses Gatos Silver's financial condition and operating results as of September 30, 2020, focusing on changes in net loss, liquidity, related-party debt agreements, and the impact of the COVID-19 pandemic, with improved liquidity post-IPO and plans to repurchase LGJV equity Forward-Looking Statements - The report contains forward-looking information and statements regarding future financial performance, growth strategies, industry trends, production at the Cerro Los Gatos mine, and further exploration in the Los Gatos district[70] - Forward-looking statements involve risks, uncertainties, and assumptions that could cause actual results to differ materially from expectations, including limited operating history, reliance on key projects, mineral reserve estimates, commodity price volatility, regulatory and political risks, and the impact of the COVID-19 pandemic[71][72] Overview - The company is a U.S. precious metals producer, developer, and explorer aiming to become a major silver producer, currently focused on production and development at the Cerro Los Gatos mine and further exploration in the Los Gatos district[74] - The Cerro Los Gatos mine commenced production on September 1, 2019, and for the nine months ended September 30, 2020, mined 453,392 tonnes of ore, processed 470,559 tonnes, with average grades of 222 g/t silver, 0.43 g/t gold, 2.33% lead, and 3.63% zinc[75] - The Los Gatos district contains 14 mineralized zones, including three identified silver-lead-zinc deposits (Cerro Los Gatos, Esther, and Amapola) and 11 high-priority targets[75] Recent Developments - The company completed its IPO on October 30, 2020, issuing 21,430,000 shares of common stock for total proceeds of USD 150,010 thousand, and changed its name to Gatos Silver, Inc[76] - Prior to the IPO, the Sunshine Complex was divested to Silver Opportunity Partners Corporation[76] - Due to the COVID-19 pandemic, the Mexican government suspended all non-essential mining activities from late March to late May 2020, leading to the suspension of operations at LGJV's Cerro Los Gatos mine, resulting in lost revenue and additional expenses[77][79] - The Mexican government designated mining as an essential service in late May 2020, after which LGJV resumed mining and development activities, with ore processing restarting in early June[78] Operating Expenses - Exploration expenses are expected to increase significantly with expanded activities in the Los Gatos district and other exploration properties[81] - Pre-development expenses are primarily related to mining infrastructure improvements and maintenance activities at the Sunshine Complex, now conducted by SOP after the restructuring[82] - General and administrative expenses are anticipated to increase significantly as a public company, including salaries, benefits, share-based compensation, professional consulting fees, and compliance costs[83] - LGJV arrangement fees are the company's sole responsibility, calculated at a fixed rate on the outstanding principal of the Dowa Term Loan and Los Gatos Working Capital Facility[85] Results of Operations Results of Operations (USD thousands) | Metric (USD thousands) | Three Months Ended Sep 30, 2020 | Three Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :--------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net loss | 1,185 | 4,874 | 31,150 | 22,896 | | General and administrative expenses | 2,387 | 839 | 5,644 | 3,528 | | Equity in (earnings) loss of affiliate | (3,447) | 1,832 | 18,069 | 2,143 | | Arrangement fees | 764 | 575 | 3,049 | 1,470 | - Net loss for the three months ended September 30, 2020, decreased by USD 3,652 thousand, primarily due to a USD 5,279 thousand change in equity in (earnings) loss of affiliate, partially offset by increased general and administrative expenses and arrangement fees[90] - Net loss for the nine months ended September 30, 2020, increased by USD 8,286 thousand, mainly due to a USD 15,926 thousand increase in equity in loss of affiliate and higher general and administrative expenses, partially offset by a USD 11,231 thousand loss on dilution of affiliate equity in 2019[91] - LGJV's operating loss for the nine months ended September 30, 2020, was primarily attributed to the initial ramp-up of mining and processing activities, production suspension due to COVID-19, and ongoing fixed costs[91] Liquidity and Capital Resources Liquidity and Capital Resources (USD thousands) | Metric (USD thousands) | September 30, 2020 | December 31, 2019 | | :--------------------- | :----------------- | :---------------- | | Cash and cash equivalents | 3,627 | 9,085 | | Working capital | (10,782) | 14,990 | - As of September 30, 2020, cash and cash equivalents were USD 3,627 thousand, and working capital was a negative USD 10,782 thousand, primarily due to increased investment in LGJV, deferred financing costs, and related-party convertible notes[92] - The company issued USD 15,000 thousand in related-party convertible notes, which converted into common stock upon IPO completion[93][100] - The company guarantees 70% of the Dowa Term Loan and Los Gatos Working Capital Facility and has the right to repurchase approximately 18.5% of Dowa's equity interest in LGJV by June 30, 2021[94][99] - With the IPO completion, the company believes it has sufficient cash and resources to support its business plan for the next 12 months, though additional capital may be required through external financing in the future[95][96] Dowa Debt Agreements - LGJV entered into a Term Loan agreement with Dowa, allowing borrowing up to USD 210,000 thousand for the Los Gatos project development, at an interest rate of LIBOR plus 2.35%, with the company guaranteeing 70% of the loan and paying arrangement fees[98] - The Dowa MPR loan converted into approximately 18.5% of Dowa's equity interest in LGJV in May 2019, which the company has the right to repurchase by June 30, 2021[99] - LGJV entered into a Working Capital Facility (WCF) with Dowa, with a maximum of USD 60,000 thousand, at an interest rate of LIBOR plus 3%, with the company guaranteeing 70% of the facility and paying arrangement fees[99] Convertible Notes - On April 20, 2020, the company entered into a convertible note purchase agreement with Electrum Silver US LLC, issuing USD 15,000 thousand in convertible notes with an annual interest rate of 5%[100] - These notes mature on April 19, 2023, unless converted into common stock in a qualified financing; upon IPO completion on October 30, 2020, all outstanding principal and accrued interest converted into 2,712,003 shares of common stock[100] Cash Flows Cash Flows (USD thousands) | Cash Flow Activity (USD thousands) | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :------------------------------- | :----------------------------- | :----------------------------- | | Net cash from operating activities | (11,898) | (7,464) | | Net cash from investing activities | (8,405) | (20,273) | | Net cash from financing activities | 14,845 | 39,878 | - Net cash outflow from operating activities increased by USD 4,434 thousand for the nine months ended September 30, 2020, primarily due to increased net loss and related-party receivables[102] - Net cash outflow from investing activities decreased by USD 11,868 thousand, mainly due to higher investments in LGJV in 2019[103] - Net cash inflow from financing activities decreased by USD 25,032 thousand, primarily due to higher proceeds from common stock issuance in 2019[104] Results of LGJV Operations LGJV Consolidated Balance Sheets (USD thousands) | LGJV Consolidated Balance Sheets (USD thousands) | September 30, 2020 | December 31, 2019 | | :----------------------------------------------- | :----------------- | :---------------- | | Total current assets | 68,802 | 70,187 | | Total non-current assets | 394,231 | 398,733 | | Total assets | 463,033 | 468,920 | | Total current liabilities | 50,973 | 57,995 | | Total non-current liabilities | 298,988 | 302,026 | | Total owners' capital | 113,072 | 108,899 | LGJV Consolidated Statements of Loss (USD thousands) | LGJV Consolidated Statements of Loss (USD thousands) | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :--------------------------------------------------- | :----------------------------- | :----------------------------- | | Sales | 81,181 | 5,870 | | Net loss | (30,576) | (3,979) | - As of September 30, 2020, LGJV's total current assets were USD 68,802 thousand, total non-current assets were USD 394,231 thousand, and total assets were USD 463,033 thousand[108][109] - LGJV's net loss for the nine months ended September 30, 2020, significantly increased to USD 30,576 thousand from USD 3,979 thousand in the prior-year period, primarily due to increased operating costs, depreciation, and interest and arrangement fees incurred after the start of production[109][111] Off-balance sheet arrangements - The company has no off-balance sheet arrangements that have or are reasonably likely to have a material effect on its financial condition, results of operations, or liquidity[113] Critical Accounting Policies - Discussions of critical accounting policies and estimates are provided in Note 2 to the consolidated financial statements in this report and the IPO prospectus[114] Jumpstart Our Business Startups Act of 2012 - The company has elected to "opt out" of the extended transition period for complying with new or revised accounting standards under the JOBS Act and will comply with such standards as a non-emerging growth public company[115] Item 3. Quantitative and Qualitative Disclosures about Market Risk This section discloses the company's primary market risks, including commodity price risk, foreign currency risk, and concentration risk, as revenue is largely dependent on silver, lead, and zinc prices, and Mexican Peso exchange rate fluctuations can impact operating costs Commodity Price Risk - The company's primary revenue is derived from the sale of silver, lead, and zinc, and a significant and sustained decline in the prices of these metals could materially adversely affect its business, financial condition, and results of operations[116] Foreign Currency Risk - Although most expenditures are denominated in U.S. dollars, some labor, operating supplies, and capital asset purchases are denominated in other currencies, primarily the Mexican Peso, so exchange rate fluctuations could impact operating costs[117] Concentration of Risk - Virtually all of the company's cash investments are concentrated in a single high-quality financial institution, and all cash equivalents are invested in high-quality, short-term money market instruments[118] Item 4. Controls and Procedures This section assesses the effectiveness of the company's disclosure controls and procedures as of September 30, 2020, and outlines the inherent limitations of internal controls, with management concluding that disclosure controls are effective and no material changes occurred in internal controls this quarter Evaluation of Disclosure Controls and Procedures - As of September 30, 2020, the company's management, including the Chief Executive Officer and Chief Financial Officer, evaluated and concluded that its disclosure controls and procedures were effective[119] Changes in Internal Control over Financial Reporting - No changes in the company's internal control over financial reporting occurred during the third quarter of 2020 that materially affected or are reasonably likely to materially affect internal control over financial reporting[120] Limitations on Effectiveness of Controls - Management acknowledges that any control system has inherent limitations and cannot provide absolute assurance, potentially failing due to errors in judgment, simple mistakes, collusion, or management override of controls[121][122][123] Part II – OTHER INFORMATION Item 1. Legal Proceedings The company is involved in legal proceedings related to its business but believes that no current litigation, individually or in aggregate, will have a material adverse effect on its consolidated financial position, cash flows, or results of operations - The company believes that no current legal proceedings are material or will have a material adverse effect on its financial condition, cash flows, or results of operations[126] Item 1A. Risk Factors This section refers to risk factors that could cause actual results to differ materially from forward-looking statements, noting no material changes to these factors since the IPO prospectus disclosure - Risk factors that could cause actual results to differ materially from forward-looking statements are described in the IPO prospectus, with no material changes to these factors as of the date of this quarterly report[127] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section discloses the company's unregistered equity securities sales, primarily convertible notes issued to related parties, and the use of proceeds from its initial public offering (IPO), which generated approximately USD 156.1 million net proceeds for business development Unregistered Sales of Equity Securities - On August 10 and September 21, 2020, the company issued and sold a total of USD 5,000 thousand in convertible notes to one or more private equity funds[128] - These convertible notes automatically convert into common stock in a qualified financing at 80% of the qualified financing issue price or USD 7.50 per share, whichever is lower, and were exempt from registration under Section 4(a)(2) of the Securities Act[128] Use of Proceeds - The company completed its IPO on October 30, 2020, issuing 21,430,000 shares of common stock at an offering price of USD 7.00 per share, for total proceeds of approximately USD 150 million[129] - The underwriters fully exercised their over-allotment option on November 10, 2020, resulting in the sale of an additional 3,214,500 shares of common stock for total proceeds of approximately USD 22.5 million[130] - After deducting underwriting discounts, commissions, and offering expenses, the total net proceeds from the IPO (including the over-allotment) were approximately USD 156.1 million[131] - There have been no material changes in the planned use of IPO proceeds from what was described in the IPO prospectus[132] Purchase of Equity Securities by the Issuer and Affiliated Purchasers - The company did not repurchase any securities for the nine months ended September 30, 2020[133] Item 3. Defaults Upon Senior Securities The company reports no defaults upon senior securities occurred during this quarter - No defaults upon senior securities occurred during this quarter[134] Item 4. Mine Safety Disclosures Mine safety-related information has been disclosed in Exhibit 95.1, in accordance with Section 1503(a) of the Dodd-Frank Act - Mine safety-related information has been reported in Exhibit 95.1, in accordance with Section 1503(a) of the Dodd-Frank Act[135] Item 5. Other Information No other information requires disclosure for this quarter - No other information is disclosed for this quarter[136] Item 6. Exhibits This section lists all exhibits filed with this report, including articles of incorporation, management agreements, executive certifications, and XBRL files - Exhibits include articles of incorporation, management agreements, executive certifications (302 and 1350), mine safety disclosures, and XBRL taxonomy files[138]