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(Attachments: # 1 Memorandum in Support of Plaintiffs' Motion for Distribution of the Net Settlement Fund, # 2 Declaration of Morgan Kimball Regarding Distribution Plan, # 3 Exhibit - Exhibit A, # 4 Exhibit - Exhibit B-1, # 5 Exhibit - Exhibit B-2, # 6 Exhibit - Exhibit B-3, # 7 Proposed Order (PDF Only) Proposed Order Authorizing Distribution of the Net Settlement Fund)(Fonti, Joseph) (Entered: 06/27/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/413031740/","id":413031740,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/63118954/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/426589929/","id":426589929,"tags":[],"absolute_url":"/docket/63118954/99/bilinsky-v-gatos-silver-inc/","date_created":"2025-01-09T03:38:08.495682-08:00","date_modified":"2025-12-27T08:10:52.761282-08:00","sha1":"247f47d0eae74b99d120f697ebba227a13e5af31","page_count":118,"file_size":1920402,"filepath_local":"recap/gov.uscourts.cod.213364/gov.uscourts.cod.213364.99.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cod.213364/gov.uscourts.cod.213364.99.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 85-1 99filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 1 of\n pg 136\n of 118\n\n EXECUTION COPY\n\n\n\n UNITED STATES DISTRICT COURT\n FOR THE DISTRICT OF COLORADO\n\n Civil Action No. 1:22-cv-00453-PAB-KLM\n\n MICHAEL BILINSKY, Individually and On Behalf of All Others\n Similarly Situated,\n\n Plaintiff,\n\n v.\n\n GATOS SILVER, INC.,\n STEPHEN ORR,\n ROGER JOHNSON,\n PHILIP PYLE,\n JANICE STAIRS,\n ALI ERFAN,\n IGOR GONZALES,\n KARL HANNEMAN,\n DAVID PEAT,\n CHARLES HANSARD, and\n DANIEL MU\u00d1IZ QUINTANILLA,\n\n Defendants.\n\n\n STIPULATION AND AGREEMENT OF SETTLEMENT\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 85-1 99filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 2 of\n pg 236\n of 118\n\n EXECUTION COPY\n\n\n This Stipulation and Agreement of Settlement (the \u201cStipulation\u201d or \u201cSettlement Agreement\u201d)\n\n is made and entered into by and between lead plaintiff Bard Betz (\u201cLead Plaintiff\u201d) along with\n\n named plaintiff Jude Sweidan (individually, \u201cNamed Plaintiff\u201d and collectively, \u201cPlaintiffs\u201d), on the\n\n one hand, and Defendants Gatos Silver, Inc. (\u201cGatos\u201d or the \u201cCompany\u201d); individual defendants\n\n Stephen Orr, Roger Johnson, Philip Pyle, Janice Stairs, Ali Erfan, Igor Gonzales, Karl Hanneman,\n\n David Peat, Charles Hansard, and Daniel Mu\u00f1iz Quintanilla (the \u201cIndividual Defendants\u201d); and\n\n underwriter defendants BMO Capital Markets Corp., Goldman Sachs & Co. LLC, RBC Capital\n\n Markets, LLC, Canaccord Genuity Corp., CIBC World Markets Corp. (the \u201cUnderwriter\n\n Defendants\u201d) (collectively, with Gatos and the Individual Defendants, \u201cDefendants\u201d), on the other\n\n hand, by and through their counsel of record in the above-captioned litigation (the \u201cLitigation\u201d)\n\n pending in the United States District Court for the District of Colorado (the \u201cCourt\u201d). This\n\n Stipulation is intended by Plaintiffs, on behalf of themselves and each of the Settlement Class\n\n Members (as defined below), and Defendants (each a \u201cParty,\u201d and collectively, the \u201cParties\u201d) to\n\n fully, finally, and forever resolve, discharge, and settle the Released Claims (as defined in \u00b61.45\n\n hereof), upon and subject to the terms and conditions hereof and subject to the Court\u2019s approval.\n\n WHEREAS:\n\n A. All words or terms used herein that are capitalized shall have the meanings ascribed\n\n to those words or terms herein and in \u00b61 hereof entitled \u201cDefinitions.\u201d\n\n B. On February 22, 2022, the initial Class Action Complaint for Violations of the\n\n Securities Laws (the \u201cComplaint\u201d) was filed against all Defendants in the United States District\n\n Court for the District of Colorado, styled Bilinsky v. Gatos Silver Inc. et al., No. 1:22-cv-00453-\n\n PAB-KLM. ECF No. 1.\n\n C. On April 25, 2022, Lead Plaintiff moved to serve as lead plaintiff. ECF No. 16. In\n\n the motion, Lead Plaintiff proposed that Bleichmar Fonti & Auld LLP be selected as Lead Counsel\n\n -1-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 85-1 99filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 3 of\n pg 336\n of 118\n\n EXECUTION COPY\n\n\n for the class. That same day, Kenneth Pigford (ECF No. 6); Richard Kennay (ECF No. 8); Mark\n\n Lloyd (ECF No. 11); John Teselsky and Hong Nguyen (ECF No. 12); William Algeo (ECF No. 13);\n\n John D. Dockter, Scott Gelb, and Kaan Yazgan (ECF No. 14); and Kathleen Marcus (ECF No. 17)\n\n also moved to serve as lead plaintiffs.\n\n D. On June 3, 2022, the Court entered an order appointing Lead Plaintiff as lead plaintiff\n\n and approving Lead Plaintiff\u2019s selection of Bleichmar Fonti & Auld LLP as lead counsel (\u201cLead\n\n Counsel\u201d). ECF No. 49.\n\n E. On August 15, 2022, Plaintiffs filed an Amended Class Action Complaint for\n\n Violations of the Securities Laws (the \u201cAmended Complaint\u201d), which is the operative complaint in\n\n the Litigation. ECF No. 54. The Amended Complaint asserted claims against Gatos and the\n\n Individual Defendants, specifically: (1) against the Securities Act Defendants for violations of\n\n Section 11 of the Securities Act of 1933 (the \u201cSecurities Act\u201d); (2) against the Individual Defendants\n\n for violations of Section 15 of the Securities Act; (3) against the Exchange Act Defendants for\n\n violations of Section 10(b) of the Securities Exchange Act of 1934 (the \u201cExchange Act\u201d) and Rule\n\n 10b-5 promulgated thereunder; and (4) against the Exchange Act Defendants for violations of\n\n Section 20(a) of the Exchange Act.1 Plaintiffs asserted the Securities Act claims on behalf of all\n\n persons who, in domestic transactions or on the New York Stock Exchange (\u201cNYSE\u201d), purchased or\n\n acquired Gatos common stock pursuant or traceable to the 2020 Registration Statement or the 2021\n\n Registration Statement during a Class Period of December 9, 2020 through January 25, 2022, both\n\n inclusive, and were damaged thereby. Plaintiffs asserted the Exchange Act claims on behalf of all\n\n persons who purchased or acquired Gatos common stock listed on the NYSE, or who, in domestic\n\n transactions, purchased or acquired publicly traded call options on Gatos common stock, or sold\n\n\n\n 1\n The Amended Complaint did not assert claims against the Underwriter Defendants.\n\n -2-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 85-1 99filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 4 of\n pg 436\n of 118\n\n EXECUTION COPY\n\n\n publicly traded put options on Gatos common stock, during a Class Period of December 9, 2020\n\n through January 25, 2022, both inclusive, and were damaged thereby.\n\n F. On October 14, 2022, Gatos and the Individual Defendants filed a motion to dismiss\n\n the Amended Complaint. ECF No. 63. On November 23, 2022, Plaintiffs opposed the motion to\n\n dismiss. ECF No. 67. On December 23, 2022, Gatos and the Individual Defendants filed a reply in\n\n further support of their motion to dismiss. ECF No. 70.\n\n G. On April 13, 2023, certain Parties submitted a Joint Motion to Stay Ruling on\n\n Defendants\u2019 Motion to Dismiss (1) asking that the Court stay any disposition on the pending motion\n\n to dismiss while those Parties considered a path forward for the Litigation and (2) stating that the\n\n Parties would submit a joint status report to the Court on or before June 15, 2023. ECF No. 78. On\n\n April 26, 2023, the Court granted the Parties\u2019 Joint Motion, noted that those Parties would file a joint\n\n status report on or before June 15, 2023, and agreed to postpone a ruling on the motion to dismiss\n\n until on or after June 16, 2023. ECF No. 79.\n\n H. On June 13, 2023, Gatos, the Individual Defendants, and Plaintiffs participated in a\n\n full-day mediation session before Robert Meyer of JAMS (the \u201cMediator\u201d). In advance of that\n\n session, those parties provided detailed mediation statements to the Mediator addressing issues of\n\n liability and the strength of the pending motion to dismiss. After arm\u2019s-length negotiations and the\n\n Parties\u2019 exchange of multiple demands and counteroffers, the same day, the Mediator made a formal\n\n mediator\u2019s proposal that the case settle for $21 million. Gatos, the Individual Defendants and\n\n Plaintiffs accepted this proposal and the Parties subsequently began negotiating this Settlement\n\n Agreement. This Stipulation, together with the exhibits hereto and the Opt-Out Agreement defined\n\n in \u00b61.35 below, constitute the final and binding agreement between the Parties.\n\n I. Plaintiffs and Lead Counsel believe that the claims and allegations in the Litigation\n\n have merit and that the information developed to date supports the claims and allegations asserted.\n\n -3-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 85-1 99filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 5 of\n pg 536\n of 118\n\n EXECUTION COPY\n\n\n However, Plaintiffs and Lead Counsel recognize and acknowledge the expense and length of\n\n continued proceedings necessary to prosecute the Litigation against Defendants through trial and\n\n through appeals. Plaintiffs and Lead Counsel have also taken into account the uncertain outcome\n\n and the risk of any litigation, especially in complex actions such as the Litigation, as well as the\n\n difficulties and delays inherent in such litigation. Plaintiffs and Lead Counsel are also mindful of the\n\n problems of proof and possible defenses to the securities law violations asserted in the Litigation.\n\n Plaintiffs and Lead Counsel believe that the Settlement set forth in this Stipulation confers\n\n substantial benefits upon Settlement Class Members in light of the circumstances here, is in the best\n\n interests of Plaintiffs and Settlement Class Members, and is fair, reasonable, and adequate.\n\n J. Defendants are entering into this Stipulation solely to avoid and eliminate the burden,\n\n expense, uncertainty, and risk of further litigation, as well as the business disruption associated\n\n therewith. Defendants have expressly denied and continue to deny any wrongdoing or liability\n\n against them arising out of any statements or omissions alleged, or that could have been alleged, in\n\n the Litigation. Nonetheless, Defendants have determined that it is desirable and beneficial to them\n\n that the Litigation be settled in the manner and upon the terms and conditions set forth in this\n\n Stipulation to avoid the further expense, inconvenience, and burden of this Litigation, to end the\n\n distraction and diversion of personnel and resources, and to obtain the conclusive and final dismissal\n\n and/or release of this Litigation, as to them, and the Released Claims.\n\n NOW THEREFORE, without any concession by Plaintiffs that the Litigation lacks merit, and\n\n without any concession by the Defendants of any liability or wrongdoing or lack of merit in their\n\n defenses, it is hereby STIPULATED AND AGREED, by and among the Parties to this Stipulation,\n\n through their respective attorneys, subject to approval by the Court pursuant to Rule 23(e) of the\n\n Federal Rules of Civil Procedure, that in consideration of the benefits flowing to the Parties hereto,\n\n all Released Claims as against all Released Parties shall be fully, finally, and forever compromised,\n\n -4-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 85-1 99filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 6 of\n pg 636\n of 118\n\n EXECUTION COPY\n\n\n settled, released, waived, discharged, and dismissed with prejudice, and without costs, upon and\n\n subject to the following terms and conditions:\n\n 1. Definitions\n\n As used in this Stipulation, as well as any exhibits attached hereto and made part hereof and\n\n the Opt-Out Agreement as defined below, the following terms have the meanings specified below:\n\n 1.1 \u201c2020 Registration Statement\u201d means Gatos\u2019s registration statement for its initial\n\n public offering (including the documents incorporated by reference therein), filed by Gatos on Form\n\n S-1 on October 27, 2020, and declared effective on October 27, 2020.\n\n 1.2 \u201c2021 Registration Statement\u201d means Gatos\u2019s registration statement for its secondary\n\n offering in July 2021 (including the documents incorporated by reference therein), filed by Gatos on\n\n Form S-1 on July 12, 2021, and declared effective on July 15, 2021.\n\n 1.3 \u201cAmended Complaint\u201d means Plaintiffs\u2019 Amended Class Action Complaint for\n\n Violations of the Securities Laws, filed in the Litigation on August 15, 2022. ECF No. 54.\n\n 1.4 \u201cAuthorized Claimant\u201d means any Settlement Class Member whose claim for\n\n recovery has been allowed pursuant to the terms of the Stipulation.\n\n 1.5 \u201cClaimant\u201d means any Settlement Class Member who files a Proof of Claim in such\n\n form and manner, and within such time, as the Court shall prescribe.\n\n 1.6 \u201cClaims Administrator\u201d means Epiq Class Action and Claims Solutions, Inc.\n\n 1.7 \u201cClass Period\u201d means the period between December 9, 2020 and January 25, 2022,\n\n both inclusive.\n\n 1.8 \u201cComplaint\u201d means the Class Action Complaint for Violations of the Federal\n\n Securities Laws, filed in the Litigation on February 22, 2022. ECF No. 1.\n\n 1.9 \u201cCourt\u201d means the United States District Court for the District of Colorado.\n\n\n\n -5-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 85-1 99filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 7 of\n pg 736\n of 118\n\n EXECUTION COPY\n\n\n 1.10 \u201cDefendants\u201d means Gatos Silver, Inc., Stephen Orr, Roger Johnson, Philip Pyle,\n\n Janice Stairs, Ali Erfan, Igor Gonzales, Karl Hanneman, David Peat, Charles Hansard, Daniel Mu\u00f1iz\n\n Quintanilla, BMO Capital Markets Corp., Goldman Sachs & Co. LLC, RBC Capital Markets, LLC,\n\n Canaccord Genuity Corp., and CIBC World Markets Corp.\n\n 1.11 \u201cDefendants\u2019 Counsel\u201d means Davis Polk & Wardwell LLP for Gatos and the\n\n Individual Defendants, and Paul, Weiss, Rifkind, Wharton & Garrison LLP for the Underwriter\n\n Defendants.\n\n 1.12 \u201cEffective Date\u201d means the first date by which each of the conditions specified in\n\n \u00b68.1 of the Stipulation have occurred or have been waived.\n\n 1.13 \u201cEscrow Accounts\u201d means the segregated and separate escrow accounts designated\n\n and controlled by Lead Counsel into which the Settlement Amount will be deposited for the benefit\n\n of the Settlement Class.\n\n 1.14 \u201cEscrow Agents\u201d means The Huntington National Bank and Esquire Bank, National\n\n Association.\n\n 1.15 \u201cExchange Act Defendants\u201d means Defendants Gatos Silver, Inc., Stephen Orr, Roger\n\n Johnson, and Philip Pyle.\n\n 1.16 \u201cExchange Act Settlement Class\u201d means, for the purpose of settlement only: (i) all\n\n Persons and entities who purchased or otherwise acquired Gatos common stock listed on the NYSE,\n\n from December 9, 2020 through January 25, 2022, both inclusive, and were damaged thereby; (ii) all\n\n Persons and entities who, in domestic transactions, purchased or otherwise acquired publicly traded\n\n call options on Gatos common stock, from December 9, 2020 through January 25, 2022, both\n\n inclusive, and were damaged thereby; and/or (iii) all Persons and entities who, in domestic\n\n transactions, sold publicly traded put options on Gatos common stock, from December 9, 2020\n\n through January 25, 2022, both inclusive, and were damaged thereby.\n\n -6-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 85-1 99filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 8 of\n pg 836\n of 118\n\n EXECUTION COPY\n\n\n 1.17 \u201cFee and Expense Application\u201d shall have the meaning set forth in \u00b67.1 of this\n\n Stipulation.\n\n 1.18 \u201cFee and Expense Award\u201d shall have the meaning set forth in \u00b66.2(c) of this\n\n Stipulation.\n\n 1.19 \u201cFinal,\u201d with respect to the Judgment approving the Stipulation, substantially in the\n\n form of Exhibit B attached hereto, means when the last of the following shall occur: (i) the\n\n expiration of the time to file a motion to alter or amend the Judgment under Federal Rule of Civil\n\n Procedure 59(e) has passed without any such motion having been filed; (ii) the expiration of the time\n\n in which to appeal the Judgment has passed without any appeal having been taken, which date shall\n\n be deemed to be thirty (30) days following the entry of the Judgment, unless the date to take such an\n\n appeal shall have been extended by Court order or otherwise, or unless the thirtieth (30th) day falls\n\n on a weekend or a Court holiday, in which case the date for purposes of this Stipulation shall be\n\n deemed to be the next business day after such thirtieth (30th) day; (iii) if a motion to alter or amend\n\n the Judgment is timely filed, and the motion is denied; and (iv) if an appeal is taken, either: (a) the\n\n appeal has been dismissed and the time, if any, for commencing any further appeal has expired; or\n\n (b) the Judgment has been affirmed in its entirety and the time, if any, for commencing any further\n\n appeal has expired. For purposes of this paragraph, an \u201cappeal\u201d shall include any petition for a writ\n\n of certiorari or other writ or request for judicial review that may be filed in connection with approval\n\n or disapproval of this Settlement, but shall not include any appeal that concerns only the issue of\n\n attorneys\u2019 fees or expenses or the Plan of Allocation of the Settlement Fund.\n\n 1.20 \u201cFinal Approval Hearing\u201d means the hearing to determine whether the proposed\n\n Settlement embodied by this Stipulation is fair, reasonable, and adequate to the Settlement Class, and\n\n whether the Court should enter a Judgment approving the proposed Settlement.\n\n 1.21 \u201cGatos\u201d or the \u201cCompany\u201d means Gatos Silver, Inc.\n\n -7-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 85-1 99filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 9 of\n pg 936\n of 118\n\n EXECUTION COPY\n\n\n 1.22 \u201cGatos\u2019s Counsel\u201d means Davis Polk & Wardwell LLP.\n\n 1.23 \u201cGatos Securities\u201d means Gatos common stock, call options of Gatos, and put options\n\n of Gatos.\n\n 1.24 \u201cIndividual Defendants\u201d means Defendants Stephen Orr, Roger Johnson, Janice\n\n Stairs, Ali Erfan, Igor Gonzalez, Karl Hanneman, David Peat, Charles Hansard, and Daniel Mu\u00f1iz\n\n Quintanilla.\n\n 1.25 \u201cJudgment\u201d means the judgment to be rendered by the Court, substantially in the\n\n form attached hereto as Exhibit B, or such other substantially similar form mutually agreed to by the\n\n Parties.\n\n 1.26 \u201cLead Counsel\u201d means Bleichmar Fonti & Auld LLP.\n\n 1.27 \u201cLead Plaintiff\u201d means Bard Betz.\n\n 1.28 \u201cLitigation\u201d means the civil action captioned Bilinsky v. Gatos Silver Inc. et al., No.\n\n 1:22-cv-00453-PAB-KLM, pending in the United States District Court for the District of Colorado,\n\n before Chief Judge Philip A. Brimmer, United States District Judge, Magistrate Judge Kristin K.\n\n Mix, or any judge previously or subsequently assigned, including any and all civil actions\n\n consolidated therewith.\n\n 1.29 \u201cLong-Form Notice\u201d shall have the meaning set forth in \u00b64.1 of this Stipulation.\n\n 1.30 \u201cNamed Plaintiff\u201d means Jude Sweidan.\n\n 1.31 \u201cNet Settlement Fund\u201d shall have the meaning set forth in \u00b66.2(d) of this Stipulation.\n\n 1.32 \u201cNotice\u201d shall have the meaning set forth in \u00b64.1 of this Stipulation.\n\n 1.33 \u201cNotice and Administration Costs\u201d shall have the meaning set forth in \u00b62.8 of this\n\n Stipulation.\n\n 1.34 \u201cNotice Order\u201d means the preliminary approval order as entered by the Court for\n\n mailing and publication of notice.\n\n -8-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-199filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 10\n pg 10\n of 36\n of 118\n\n EXECUTION COPY\n\n\n 1.35 \u201cOpt-Out Agreement\u201d shall have the meaning set forth in \u00b68.4 of this Stipulation.\n\n 1.36 \u201cParties\u201d means, collectively, Plaintiffs, on behalf of themselves and each of the\n\n Settlement Class Members, and Defendants.\n\n 1.37 \u201cParty\u201d means, individually, any Plaintiff, on behalf of himself and each of the\n\n Settlement Class Members, or any Defendant.\n\n 1.38 \u201cPerson\u201d means a natural person, individual, corporation (including all divisions and\n\n subsidiaries thereof), partnership, limited partnership, limited liability company, joint venture,\n\n association, joint stock company, estate, legal representative, trust, unincorporated association,\n\n government or any political subdivision or agency thereof, and any business or legal entity and their\n\n spouses, heirs, executors, administrators, guardians, conservators, predecessors, successors, agents,\n\n trustees, estates, representatives, or assignees.\n\n 1.39 \u201cPlaintiffs\u201d means Lead Plaintiff Bard Betz and Named Plaintiff Jude Sweidan.\n\n 1.40 \u201cPlaintiffs\u2019 Counsel\u201d means Lead Counsel; Wheeler Trigg O\u2019Donnell LLP; and The\n\n Schall Law Firm.\n\n 1.41 \u201cPlan of Allocation\u201d means a plan or formula of allocation of the Settlement Fund\n\n whereby the Settlement Fund shall be distributed to Authorized Claimants after payment of expenses\n\n of notice and administration of the Settlement, Taxes and Tax Expenses, and such attorneys\u2019 fees,\n\n expenses, and interest as may be awarded by the Court, and any award to Plaintiffs. Any Plan of\n\n Allocation is not part of this Stipulation and Defendants and their Related Parties shall have no\n\n responsibility therefore or liability with respect thereto.\n\n 1.42 \u201cProof of Claim\u201d shall have the meaning set forth in \u00b65.3 of this Stipulation.\n\n 1.43 \u201cPSLRA\u201d means the Private Securities Litigation Reform Act of 1995, 15 U.S.C.\n\n \u00a7 78u-4, as amended.\n\n\n\n -9-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-199filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 11\n pg 11\n of 36\n of 118\n\n EXECUTION COPY\n\n\n 1.44 \u201cRelated Parties\u201d means each of a Defendant\u2019s past or present directors, officers,\n\n employees, partners, insurers, co-insurers, reinsurers, principals, controlling shareholders, members,\n\n agents, administrators, attorneys, accountants, auditors, bankers, underwriters, investment advisors,\n\n personal or legal representatives, predecessors, successors, direct and/or indirect parents,\n\n subsidiaries, divisions, joint ventures, partnerships, limited liability companies, affiliates, assigns,\n\n spouses, heirs, estates, related or affiliated entities, any entity in which a Defendant has a majority\n\n interest, any member of a Defendant\u2019s immediate family, any trust of which a Defendant is the\n\n settlor or which is for the benefit of a Defendant and/or any member of a Defendant\u2019s immediate\n\n family, and any entity in which a Defendant and/or any member of a Defendant\u2019s immediate family\n\n has or had a majority interest (directly or indirectly).\n\n 1.45 \u201cReleased Claims\u201d means any and all claims (including Unknown Claims as defined\n\n in \u00b61.59 hereof), rights, demands, losses, suits, debts, obligations, damages, judgments,\n\n controversies, liabilities, or causes of action of every nature and description whatsoever, in law,\n\n equity, or otherwise (including, but not limited to, any claims for damages, interest, attorneys\u2019 fees,\n\n expert or consulting fees, and any other costs, expenses, or liabilities whatsoever), whether asserted\n\n or unasserted, accrued or unaccrued, fixed or contingent, whether arising under federal, state, local,\n\n common, or foreign law, or any other law, rule, or regulation, whether class or individual in nature,\n\n to the fullest extent that the law permits their release in this Litigation against any of the Defendants\n\n or their Related Parties, which arise out of, are based on, or relate to both: (i) the allegations, acts,\n\n transactions, facts, events, matters, occurrences, disclosures, statements, filings, events,\n\n representations, or omissions involved, set forth, alleged, or referred to in the Complaint, Amended\n\n Complaint, or the Litigation, or which could have been alleged in the Litigation; and (ii) the\n\n purchase, sale, holding, or other acquisition, disposition, or holding of Gatos Securities, whether on\n\n the NYSE or otherwise within the United States, between October 28, 2020 and January 25, 2022,\n\n - 10 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-199filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 12\n pg 12\n of 36\n of 118\n\n EXECUTION COPY\n\n\n both inclusive. Released Claims also include any and all claims (including Unknown Claims as\n\n defined in \u00b61.59 hereof), rights, demands, losses, suits, debts, obligations, damages, judgments,\n\n controversies, liabilities, or causes of action of every nature and description whatsoever, in law,\n\n equity, or otherwise (including, but not limited to, any claims for damages, interest, attorneys\u2019 fees,\n\n expert or consulting fees, and any other costs, expenses, or liabilities whatsoever), whether asserted\n\n or unasserted, accrued or unaccrued, fixed or contingent, whether arising under federal, state, local,\n\n common, or foreign law, or any other law, rule, or regulation, whether class or individual in nature,\n\n which arise out of, are based on, or relate to the institution, prosecution, or settlement of the\n\n Litigation or the Released Claims against Defendants or their Related Parties. Released Claims shall\n\n not include claims to enforce the Settlement. For avoidance of doubt and without limitation to other\n\n claims or potential claims not released hereby, Released Claims do not include any breach of\n\n fiduciary duty, unjust enrichment, or waste claims by or on behalf of Gatos against the Individual\n\n Defendants or other individuals, which claims are referenced in or may arise from the litigation\n\n demand sent by Kathleen Marcus on April 27, 2023.\n\n 1.46 \u201cReleased Parties\u201d means each and all of Defendants, each and all of their respective\n\n Related Parties, Plaintiffs, Settlement Class Members, and Plaintiffs\u2019 Counsel.\n\n 1.47 \u201cReleases\u201d means the releases set forth in \u00b65.1 through \u00b65.5 of this Stipulation.\n\n 1.48 \u201cSecurities Act Defendants\u201d means Defendants Gatos Silver, Inc., Stephen Orr, Roger\n\n Johnson, Janice Stairs, Ali Erfan, Igor Gonzalez, Karl Hanneman, David Peat, Charles Hansard, and\n\n Daniel Mu\u00f1iz Quintanilla.\n\n 1.49 \u201cSecurities Act Settlement Class\u201d means, for the purposes of settlement only, all\n\n Persons and entities who, in domestic transactions or on the NYSE, purchased or otherwise acquired\n\n Gatos common stock pursuant or traceable to the 2020 Registration Statement or the 2021\n\n Registration Statement, and were damaged thereby.\n\n - 11 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-199filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 13\n pg 13\n of 36\n of 118\n\n EXECUTION COPY\n\n\n 1.50 \u201cSettlement\u201d means the settlement contemplated by this Stipulation.\n\n 1.51 \u201cSettlement Amount\u201d means the principal amount of Twenty-One Million U.S.\n\n Dollars ($21,000,000.00).\n\n 1.52 \u201cSettlement Class,\u201d \u201cSettlement Class Members,\u201d or \u201cMembers of the Settlement\n\n Class\u201d means both the Securities Act Settlement Class and the Exchange Act Settlement Class.\n\n Excluded from the Settlement Class are: Defendants, the current and Class Period officers and\n\n directors of the Company, the members of the immediate families and the legal representatives,\n\n affiliates, heirs, successors-in-interest, or assigns of any such excluded person, any entity in which\n\n such excluded persons have or had a majority interest, and the Electrum Group, LLC; provided,\n\n however, that any \u201cInvestment Vehicle\u201d shall not be excluded from the Settlement Class.\n\n \u201cInvestment Vehicle\u201d means any investment company, pooled investment fund, or separately\n\n managed account (including, but not limited to, mutual fund families, exchange traded funds, funds\n\n of funds, private equity funds, real estate funds, hedge funds, and employee benefit plans) in which\n\n the Underwriter Defendants, or any of them, have, has, or may have a direct or indirect interest, or as\n\n to which its affiliates may serve as a fiduciary or act as an investment advisor, general partner,\n\n managing member, or in any other similar capacity, but in which any of the Underwriter Defendants\n\n alone or together, with its, his, or her respective affiliates, is not a majority owner or does not hold a\n\n majority beneficial interest. Also excluded from the Settlement Class are those Persons who timely\n\n and validly request exclusion from the Settlement Class pursuant to the requirements set by the\n\n Court.\n\n 1.53 \u201cSettlement Fund\u201d means the Settlement Amount, plus any accrued interest earned\n\n thereon.\n\n 1.54 \u201cStipulation\u201d means this Stipulation of Settlement, including the recitals and Exhibits\n\n hereto.\n\n - 12 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-199filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 14\n pg 14\n of 36\n of 118\n\n EXECUTION COPY\n\n\n 1.55 \u201cSummary Notice\u201d shall have the meaning set forth in \u00b64.1 of this Stipulation.\n\n 1.56 \u201cTaxes\u201d means all taxes (including any estimated taxes, interest or penalties) arising\n\n with respect to the income earned by the Settlement Fund.\n\n 1.57 \u201cTax Expenses\u201d means expenses and costs incurred in connection with the calculation\n\n and payment of taxes or the preparation of tax returns and related documents, including, without\n\n limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and\n\n expenses relating to filing (or failing to file) the returns described in \u00b62.9 hereof.\n\n 1.58 \u201cUnderwriter Defendants\u201d means BMO Capital Markets Corp., Goldman Sachs &\n\n Co. LLC, RBC Capital Markets, LLC, Canaccord Genuity Corp., and CIBC World Markets Corp.\n\n 1.59 \u201cUnknown Claims\u201d means collectively (i) any Released Claims that Plaintiffs or\n\n Settlement Class Members do not know or suspect to exist in his, her, or its favor at the time of the\n\n release of the Released Parties which, if known by him, her, or it, might have affected such\n\n Settlement Class Member\u2019s settlement or decisions with respect to the Settlement, including, but not\n\n limited to, the release of the Released Parties or the decision not to object to or opt out of this\n\n Settlement; and (ii) any Released Claims that Defendants and their Related Parties do not know or\n\n suspect to exist in his, her, or its favor at the time of the release, which, if known by him, her, or it,\n\n might have affected his, her, or its settlement with and release of Plaintiffs, Plaintiffs\u2019 Counsel,\n\n and/or Settlement Class Members. With respect to any and all Released Claims, the Parties stipulate\n\n and agree that, upon the Effective Date, Plaintiffs, Defendants, and Defendants\u2019 Related Parties shall\n\n expressly waive, and each of the Settlement Class Members shall be deemed to have waived, and by\n\n operation of the Judgment shall have expressly waived, any and all provisions, rights, and benefits\n\n conferred by the law of any state or territory or other jurisdiction or principle of common law or\n\n foreign law that is similar, comparable, or equivalent to California Civil Code \u00a7 1542, which\n\n provides:\n\n - 13 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-199filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 15\n pg 15\n of 36\n of 118\n\n EXECUTION COPY\n\n\n A general release does not extend to claims that the creditor or releasing\n party does not know or suspect to exist in his or her favor at the time of\n executing the release and that, if known by him or her, would have materially\n affected his or her settlement with the debtor or released party.\n\n Plaintiffs, Settlement Class Members, Defendants, and Defendants\u2019 Related Parties may hereafter\n\n discover facts in addition to or different from those which he, she, they, or it now knows or believes\n\n to be true with respect to the subject matter of the Released Claims, but Plaintiffs, Defendants, and\n\n Defendants\u2019 Related Parties shall expressly fully, finally, and forever settle and release, and each\n\n Settlement Class Member, upon the Effective Date, shall be deemed to have, and by operation of the\n\n Judgment shall have, fully, finally, and forever settled and released, any and all Released Claims,\n\n known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not\n\n concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity\n\n now existing or coming into existence in the future, including, but not limited to, conduct which is\n\n negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to\n\n the subsequent discovery or existence of such different or additional facts. Plaintiffs, Defendants,\n\n and Defendants\u2019 Related Parties acknowledge, and Settlement Class Members shall be deemed by\n\n operation of law (including by operation of the Judgment) to have acknowledged, that the foregoing\n\n waiver was separately bargained for and is a key element of the Settlement.\n\n 2. The Settlement\n\n a. The Settlement Fund\n\n 2.1 In consideration of the terms of the Stipulation, Gatos, on behalf of all Defendants,\n\n shall pay or cause to be paid the sum of $21,000,000.00 (the \u201cSettlement Amount\u201d) into the Escrow\n\n Accounts within the later of thirty (30) calendar days from (i) the date of entry by the Court of an\n\n order granting preliminary approval of the Settlement or (ii) receipt by Gatos\u2019s Counsel of adequate\n\n payment instructions and a Form W-9 providing the tax identification number for the Escrow\n\n Accounts. If the entire Settlement Amount is not timely paid to the Escrow Accounts pursuant to the\n - 14 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-199filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 16\n pg 16\n of 36\n of 118\n\n EXECUTION COPY\n\n\n above, Lead Counsel may terminate the settlement but only if (a) Lead Counsel has notified\n\n Defendants\u2019 Counsel in writing of their intention to terminate the settlement, and (b) the entire\n\n Settlement Amount is not transferred to the Escrow Accounts within ten (10) calendar days after\n\n Lead Counsel has provided such written notice. The Defendants other than Gatos shall have no\n\n responsibility or liability to pay any portion of the Settlement Amount.\n\n 2.2 The Settlement Amount is an all-in number, meaning it shall include, among other\n\n things, payment for all Lead Counsel\u2019s attorneys\u2019 fees, administration costs, expenses, class member\n\n benefits, costs of administration and notice, and reimbursement of Plaintiffs\u2019 time and expenses\n\n pursuant to the PSLRA, as well as any other costs, expenses, or fees of any kind whatsoever\n\n associated with the resolution of this matter. Except as provided in \u00b64.3, Defendants and their\n\n Related Parties shall have no obligation whatsoever to pay any additional amounts beyond the\n\n Settlement Amount.\n\n 2.3 The payment described in \u00b62.1 is the only payment to be made by or on behalf of\n\n Defendants in connection with this Settlement.\n\n b. The Escrow Agents\n\n 2.4 The Escrow Agents, with Lead Counsel\u2019s prior written consent, shall invest the\n\n Settlement Amount deposited pursuant to \u00b62.1 hereof in United States Agency or Treasury securities\n\n or other instruments backed by the full faith and credit of the United States Government or fully\n\n insured by the United States Government or an agency thereof, and shall reinvest the proceeds of\n\n these instruments as they mature in other such instruments at their then-current market rates. The\n\n Settlement Fund shall bear all risks related to the investments of the Settlement Amount.\n\n 2.5 The Escrow Agents shall not disburse the Settlement Fund except as provided in this\n\n Stipulation, by an order of the Court, or with the written agreement of Lead Counsel and\n\n Defendants\u2019 Counsel.\n\n - 15 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-199filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 17\n pg 17\n of 36\n of 118\n\n EXECUTION COPY\n\n\n 2.6 Subject to further order and/or direction as may be made by the Court, the Escrow\n\n Agents are authorized to execute such transactions as are consistent with the terms of the Stipulation.\n\n Defendants and their Related Parties shall have no responsibility for, interest in, or liability\n\n whatsoever with respect to, any action, omission, or determination of the Escrow Agents or any\n\n designees or agents thereof; or any transaction executed by the Escrow Agents or any designees or\n\n agents thereof.\n\n 2.7 All funds held by the Escrow Agents shall be deemed and considered to be in\n\n custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time\n\n as such funds shall be distributed pursuant to this Stipulation and/or further order(s) of the Court.\n\n 2.8 Notwithstanding the fact that the Effective Date has not yet occurred, Lead Counsel\n\n may use up to $100,000 from the Settlement Fund to pay the costs and expenses reasonably and\n\n actually incurred in connection with providing notice to the Settlement Class, locating Settlement\n\n Class Members, administering and distributing the Net Settlement Fund to Authorized Claimants\n\n and processing Proofs of Claim (\u201cNotice and Administration Costs\u201d). Prior to the Effective Date,\n\n payment of any Notice and Administration Costs exceeding $100,000 shall be paid from the\n\n Settlement Fund subject to prior approval of the Court or agreement of the Parties. Subsequent to\n\n the Effective Date, Lead Counsel may pay all further Notice and Administration Costs from the\n\n Settlement Fund, regardless of amount, without further order of the Court or agreement of the\n\n Parties. In the event that the Settlement does not become Final, any money paid or incurred for the\n\n above purposes, including any related fees, shall not be returned or repaid to the original funding\n\n entity. Defendants and the Related Parties are not responsible for, and shall not be liable for, any\n\n costs incurred in connection with providing notice to the Settlement Class, locating Settlement Class\n\n Members, administering and distributing the Settlement Fund, or processing Proofs of Claim.\n\n\n\n - 16 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-199filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 18\n pg 18\n of 36\n of 118\n\n EXECUTION COPY\n\n\n c. Taxes\n\n 2.9 (a) The Parties and the Escrow Agents agree to treat the Settlement Fund as being\n\n at all times a \u201cqualified settlement fund\u201d within the meaning of Treasury Regulation \u00a7 1.468B-1. In\n\n addition, Lead Counsel shall timely make such elections as necessary or advisable to carry out the\n\n provisions of this \u00b62.9, including the \u201crelation-back election\u201d (as defined in Treasury Regulation\n\n \u00a7 1.468B-1) back to the earliest permitted date. Such elections shall be made in compliance with the\n\n procedures and requirements contained in such regulations. It shall be the responsibility of the Lead\n\n Counsel to timely and properly prepare and deliver the necessary documentation for signature by all\n\n necessary parties, and thereafter to cause the appropriate filing to occur.\n\n (b) For the purpose of \u00a7 1.468B of the Internal Revenue Code of 1986, as amended, and\n\n the regulations promulgated thereunder, the \u201cadministrator\u201d shall be Lead Counsel. Lead Counsel\n\n shall timely and properly file all informational and other tax returns necessary or advisable with\n\n respect to the Settlement Fund (including, without limitation, the returns described in Treasury\n\n Regulation \u00a7 1.468B-2(k)). Such returns (as well as the election described in \u00b62.9(a) hereof) shall be\n\n consistent with this \u00b62.9(b) and in all events shall reflect that all Taxes (including any estimated\n\n Taxes, interest or penalties) on the income earned by the Settlement Fund shall be paid out of the\n\n Settlement Fund as provided in \u00b62.9(c) hereof.\n\n (c) All (i) Taxes (including any estimated Taxes, interest, or penalties) arising with\n\n respect to the income earned by the Settlement Fund, including any Taxes or tax detriments that may\n\n be imposed upon Defendants and their Related Parties with respect to any income earned by the\n\n Settlement Fund for any period during which the Settlement Fund does not qualify as a \u201cqualified\n\n settlement fund\u201d for federal or state income tax purposes, and (ii) Tax Expenses shall be paid out of\n\n the Settlement Fund. In no event shall Defendants or their Related Parties have any responsibility\n\n for, or liability whatsoever with respect to, the Taxes or the Tax Expenses. Further, Taxes and Tax\n\n - 17 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-199filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 19\n pg 19\n of 36\n of 118\n\n EXECUTION COPY\n\n\n Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund\n\n and shall be timely caused by Lead Counsel to be paid out of the Settlement Fund without prior\n\n order from the Court. Lead Counsel shall be obligated (notwithstanding anything herein to the\n\n contrary) to withhold from distribution to Authorized Claimants any funds necessary to pay such\n\n amounts, including the establishment of adequate reserves for any Taxes and Tax Expenses (as well\n\n as any amounts that may be required to be withheld under Treasury Regulation \u00a7 1.468B-2(l)(2)).\n\n Defendants and their Related Parties are not responsible therefor, nor shall they have any liability\n\n with respect thereto. The Parties agree to cooperate with the Escrow Agents, each other, and their\n\n tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of this\n\n paragraph.\n\n (d) Except as required by \u00b62.1 concerning payment of the Settlement Amount and subject\n\n to this \u00b6\u00b62.9 and 6.1 below, Defendants and their Related Parties shall have no responsibility for,\n\n interest in, or liability whatsoever with respect to: Taxes, Tax Expenses, Notice and Administration\n\n Costs, locating Settlement Class Members, assisting with the filing of claims, administering and\n\n distributing the Net Settlement Fund to Authorized Claimants, processing Proofs of Claim, or paying\n\n escrow fees and costs.\n\n d. Termination of the Settlement\n\n 2.10 In the event that the Stipulation is not approved, or is terminated, canceled, or fails to\n\n become effective for any reason, including, without limitation, in the event that the Settlement is not\n\n approved by the Court or the Judgment is reversed or vacated following appeal, the Settlement\n\n Amount, including accrued interest, less the expenses and Taxes described in \u00b6\u00b62.8 and 2.9 hereof\n\n actually incurred, shall be refunded to such Persons that paid the Settlement Amount pursuant to\n\n written instructions from Gatos\u2019s Counsel, within ten (10) business days of termination of the\n\n Settlement.\n\n - 18 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-199filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 20\n pg 20\n of 36\n of 118\n\n EXECUTION COPY\n\n\n 3. Certification of the Settlement Class\n\n 3.1 Solely for purposes of this Settlement, and subject to approval by the Court, the\n\n Parties agree that the Settlement Class shall be certified and Plaintiffs and Lead Counsel shall be\n\n appointed as representatives of the Settlement Class pursuant to Federal Rule of Civil Procedure 23.\n\n Should the Settlement Class not be certified, or should any court amend the scope of the Settlement\n\n Class, each of the Parties reserves the right to void this Stipulation in accordance with \u00b68.5 hereof.\n\n If for any reason final approval of the Settlement is not granted, then the certification of the\n\n Settlement Class shall become null and void without further order of the Court or any other court,\n\n and the Parties shall be restored to their respective positions in the Litigation as of June 13, 2023.\n\n 4. Notice Order and Final Approval Hearing\n\n 4.1 Once the Stipulation is executed, Plaintiffs shall promptly, and no later than July 13,\n\n 2023, submit the Stipulation together with its Exhibits to the Court and shall apply for entry of the\n\n Notice Order, substantially in the form of Exhibit A attached hereto, requesting, inter alia, the\n\n preliminary approval of the Settlement set forth in the Stipulation, and approval for mailing a\n\n settlement notice (\u201cNotice\u201d), substantially in the form of Exhibit A-1 attached hereto, dissemination\n\n of a Long-Form Notice of Pendency and Proposed Settlement of Class Action (\u201cLong-Form\n\n Notice\u201d), substantially in the form of Exhibit A-2 attached hereto, through a dedicated website, and\n\n publication of a summary notice (\u201cSummary Notice\u201d), substantially in the form of Exhibit A-4\n\n attached hereto. The Notice shall include the general terms of the Settlement set forth in the\n\n Stipulation, the proposed Plan of Allocation, the general terms of the Fee and Expense Application\n\n as defined in \u00b67.1 below, and the date of the Final Approval Hearing.\n\n 4.2 For purposes of identifying and providing notice to the Settlement Class, within seven\n\n (7) business days of filing this Stipulation with the Court, Gatos shall use best efforts to cause its\n\n securities transfer agent to provide to the Claims Administrator, a list, in electronic form, of all\n\n - 19 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-199filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 21\n pg 21\n of 36\n of 118\n\n EXECUTION COPY\n\n\n persons or custodians acting on their behalf (or both persons and custodians, where available) who\n\n purchased or otherwise acquired Gatos Securities between October 28, 2020 and January 25, 2022,\n\n both inclusive.\n\n 4.3 Gatos shall no later than five (5) business days following the filing of this Stipulation\n\n with the Court serve or cause to be served proper notice of the proposed Settlement upon those who\n\n are entitled to receive notice pursuant to the Class Action Fairness Act of 2005, 28 U.S.C. \u00a7 1715, et\n\n seq. (\u201cCAFA\u201d). Gatos is solely responsible for the costs of the CAFA notice and compliance with\n\n CAFA\u2019s notice requirements.\n\n 4.4 The Parties shall request that after notice is given and not earlier than ninety (90)\n\n calendar days after the later of the dates on which the appropriate Federal official and the appropriate\n\n State officials are provided with notice pursuant to CAFA as set forth in \u00b64.3 above, the Court hold a\n\n Final Approval Hearing and approve the Settlement of the Litigation as set forth herein. At or after\n\n the Final Approval Hearing, Lead Counsel also will request that the Court approve the proposed Plan\n\n of Allocation and the Fee and Expense Application.\n\n 5. Releases\n\n 5.1 Defendants\u2019 obligations incurred pursuant to this Stipulation are in consideration of:\n\n (i) the full and final disposition of the Litigation as against all Defendants; and (ii) the Releases\n\n provided for herein.\n\n 5.2 Upon the Effective Date, without any further action by anyone, Plaintiffs and each of\n\n the Settlement Class Members shall be deemed to have, and by operation of the Judgment shall have,\n\n fully, finally, and forever released, relinquished, compromised, settled, resolved, waived, discharged,\n\n and dismissed on the merits with prejudice all Released Claims (including, without limitation,\n\n Unknown Claims) against Defendants and their Related Parties, whether or not such Settlement\n\n Class Member executes and delivers a Proof of Claim or participates in the Settlement Fund.\n\n - 20 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-199filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 22\n pg 22\n of 36\n of 118\n\n EXECUTION COPY\n\n\n Plaintiffs and each of the Settlement Class Members are aware of California Civil Code \u00a7 1542 and\n\n expressly waive and relinquish any rights or benefits available to them under this statute and any law\n\n of any state or territory of the United States, or principle of common law, which is similar,\n\n comparable, or equivalent to California Civil Code \u00a7 1542. The releases and waivers contained in\n\n this section were separately bargained for and are essential elements of this Stipulation and the\n\n Settlement. For avoidance of doubt and without limitation to other claims or potential claims not\n\n released hereby, this release does not include any breach of fiduciary duty, unjust enrichment, or\n\n waste claims by or on behalf of Gatos against the Individual Defendants or other individuals, which\n\n claims are referenced in or may arise from the litigation demand sent by Kathleen Marcus on April\n\n 27, 2023.\n\n 5.3 The Proof of Claim and Release form (\u201cProof of Claim\u201d) to be executed by\n\n Settlement Class Members shall release all Released Claims against Defendants and their Related\n\n Parties and shall be substantially in the form contained in Exhibit A-3 attached hereto.\n\n 5.4 Upon the Effective Date, Plaintiffs, all Settlement Class Members, and anyone\n\n claiming through or on behalf of any of them, are forever barred and enjoined from commencing,\n\n instituting, intervening in, prosecuting, or continuing to prosecute any action or proceeding in any\n\n court of law or equity, arbitration tribunal, administrative forum, or other forum of any kind,\n\n asserting any of the Released Claims against any of the Defendants and their Related Parties, and\n\n each of them.\n\n 5.5 Upon the Effective Date, without any further action by anyone, each of the\n\n Defendants and their Related Parties shall be deemed to have, and by operation of the Judgment shall\n\n have, fully, finally, and forever released, relinquished, and discharged Plaintiffs, Plaintiffs\u2019 Counsel,\n\n Settlement Class Members, and their employees, successors, and assigns from all claims (including,\n\n without limitation, Unknown Claims) arising out of, relating to, or in connection with the institution,\n\n - 21 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-199filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 23\n pg 23\n of 36\n of 118\n\n EXECUTION COPY\n\n\n prosecution, assertion, settlement or resolution of: (i) the Litigation; or (ii) the Released Claims,\n\n except for those claims brought to enforce the Settlement. Defendants and their Related Parties are\n\n aware of California Civil Code \u00a7 1542 and expressly waive and relinquish any rights or benefits\n\n available to them under this statute and any law of any state or territory of the United States, or\n\n principle of common law, which is similar, comparable, or equivalent to California Civil Code\n\n \u00a7 1542.\n\n 6. Administration and Calculation of Claims, Final Awards and\n Supervision and Distribution of the Settlement Fund\n\n 6.1 The Claims Administrator shall administer and calculate the claims submitted by\n\n Settlement Class Members and shall oversee distribution of the Net Settlement Fund to Authorized\n\n Claimants. The Claims Administrator will be subject to such supervision and direction from the\n\n Court and/or Lead Counsel as may be necessary or as circumstances may require. Defendants and\n\n their respective Related Parties shall have no responsibility for, or interest whatsoever with respect\n\n to, the administration of the Settlement or the actions or decisions of the Claims Administrator, and\n\n shall have no liability whatsoever to the Plaintiffs, Settlement Class Members, or Lead Counsel, in\n\n connection with such administration, including, but not limited to: (i) any act, omission, or\n\n determination by Lead Counsel, the Escrow Agents, and/or the Claims Administrator, or any of their\n\n respective designees or agents, in connection with the administration of the Settlement or otherwise;\n\n (ii) the management or investment of the Settlement Fund or the Net Settlement Fund, or the\n\n distribution of the Net Settlement Fund; (iii) the Plan of Allocation; (iv) the determination,\n\n administration, calculation, or payment of any claims asserted against the Settlement Fund; (v) any\n\n losses suffered by, or fluctuations in value of, the Settlement Fund; or (vi) the payment or\n\n withholding of any Taxes, expenses, and/or costs incurred with the taxation of the Settlement Fund\n\n or the filing of any federal, state, or local returns.\n\n 6.2 The Settlement Fund shall be applied as follows:\n - 22 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-199filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 24\n pg 24\n of 36\n of 118\n\n EXECUTION COPY\n\n\n (a) to pay all the fees and expenses reasonably and actually incurred in\n\n connection with providing notice, locating Settlement Class Members, assisting with the filing of\n\n claims, administering and distributing the Net Settlement Fund to Authorized Claimants, processing\n\n Proofs of Claim, and paying escrow fees and costs, if any;\n\n (b) to pay the Taxes and Tax Expenses described in \u00b62.9 hereof;\n\n (c) to pay Lead Counsel\u2019s fees and expenses to the extent allowed by the Court\n\n (the \u201cFee and Expense Award\u201d) and to pay any award to Plaintiffs pursuant to 15 U.S.C. \u00a7 78u-\n\n 4(a)(4) in connection with their representation of the Settlement Class to the extent allowed by the\n\n Court; and\n\n (d) after the Effective Date, to distribute the balance of the Settlement Fund (the\n\n \u201cNet Settlement Fund\u201d) to Authorized Claimants as allowed by the Stipulation, the Plan of\n\n Allocation, or the Court.\n\n 6.3 After the Effective Date, and in accordance with the terms of the Stipulation, the Plan\n\n of Allocation, or such further approval and further order(s) of the Court as may be necessary or as\n\n circumstances may require, the Net Settlement Fund shall be distributed to Authorized Claimants,\n\n subject to and in accordance with the following.\n\n 6.4 Within ninety (90) calendar days after the mailing of the Notice or such other time as\n\n may be set by the Court, each Person claiming to be an Authorized Claimant shall be required to\n\n submit to the Claims Administrator a completed Proof of Claim, substantially in the form of Exhibit\n\n A-3 attached hereto, signed under penalty of perjury and supported by such documents as are\n\n specified in the Proof of Claim.\n\n 6.5 Except as otherwise ordered by the Court, all Settlement Class Members who fail to\n\n timely submit a Proof of Claim within the period specified herein, or such other period as may be\n\n ordered by the Court, or otherwise allowed, shall be forever barred from receiving any payments\n\n - 23 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-199filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 25\n pg 25\n of 36\n of 118\n\n EXECUTION COPY\n\n\n pursuant to the Stipulation and the Settlement set forth herein, but will in all other respects be subject\n\n to and bound by the provisions of this Stipulation, the releases contained herein, and the Judgment,\n\n and will be barred from bringing any action against the Released Parties asserting, concerning,\n\n arising out of, or relating to the Released Claims. Notwithstanding the foregoing, Lead Counsel\n\n shall have the discretion (but not the obligation) to accept late-submitted claims, so long as\n\n distribution of the Net Settlement Fund to Authorized Claimants is not materially delayed thereby,\n\n and Lead Counsel shall also have the discretion (but not the obligation) to direct the Claims\n\n Administrator to waive what Lead Counsel deems to be de minimis or formal or technical defects in\n\n any claims submitted. No Person shall have any claim against Plaintiffs, Lead Counsel, the Claims\n\n Administrator or any Settlement Class Member by reason of the exercise or non-exercise of such\n\n discretion.\n\n 6.6 Each Proof of Claim shall be submitted to and reviewed by the Claims Administrator,\n\n under the supervision of Lead Counsel, who shall determine, in accordance with this Stipulation and\n\n the approved Plan of Allocation, the extent, if any, to which each claim shall be allowed, subject to\n\n the review by the Court pursuant to \u00b66.8 below.\n\n 6.7 Proofs of Claim that do not meet the submission requirement may be rejected. Prior\n\n to rejecting a Proof of Claim in whole or in part, the Claims Administrator shall communicate with\n\n the Claimant in writing to give the Claimant the chance to remedy any curable deficiencies in the\n\n Proof of Claim submitted. The Claims Administrator, under the supervision of Lead Counsel, shall\n\n notify, in a timely fashion and in writing, all Claimants whose claims the Claims Administrator\n\n proposes to reject in whole or in part for curable deficiencies, setting forth the reasons therefor, and\n\n shall indicate in such notice that the Claimant whose claim is to be rejected has the right to a review\n\n by the Court if the Claimant so desires and complies with the requirements of \u00b66.8 below.\n\n\n\n - 24 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-199filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 26\n pg 26\n of 36\n of 118\n\n EXECUTION COPY\n\n\n 6.8 If any Claimant whose timely claim has been rejected in whole or in part for curable\n\n deficiency desires to contest such rejection, the Claimant must, within twenty (20) calendar days\n\n after the mailing of the notice required in \u00b66.7 above, or a lesser period of time if the claim was\n\n untimely, serve upon the Claims Administrator a notice and statement of reasons indicating the\n\n Claimant\u2019s grounds for contesting the rejection along with any supporting documentation, and\n\n requesting a review thereof by the Court. If the Claim is still rejected, the Settlement Class Member\n\n must move this Court within twenty (20) days to have the Claim accepted by Lead Counsel and the\n\n Claims Administrator; this deadline may be extended at Lead Counsel\u2019s discretion to facilitate\n\n resolving any disputes before their presentation to the Court.\n\n 6.9 Each Claimant shall be deemed to have submitted to the jurisdiction of the Court with\n\n respect to the Claimant\u2019s claim, including, but not limited to, all releases provided for herein and in\n\n the Judgment. All proceedings with respect to the administration, processing, and determination of\n\n claims, and the determination of all controversies relating thereto, including disputed questions of\n\n law and fact with respect to the validity of claims, shall be subject to the jurisdiction of the Court,\n\n but shall not in any event delay or affect the finality of the Judgment. All Settlement Class\n\n Members, other Claimants, and Parties to this Settlement expressly waive trial by jury (to the extent\n\n any such right may exist) and any right of appeal or review with respect to such determinations.\n\n 6.10 Following the Effective Date, the Net Settlement Fund shall be distributed to\n\n Authorized Claimants substantially in accordance with a Plan of Allocation to be described in the\n\n Notice and approved by the Court. If there is any balance remaining in the Net Settlement Fund\n\n after a reasonable period of time after the date of distribution of the Net Settlement Fund (whether by\n\n reason of tax refunds, uncashed checks or otherwise), the Claims Administrator shall, if feasible,\n\n reallocate such balance (which may occur on multiple occasions) among Authorized Claimants who\n\n negotiated the checks sent in the initial distribution and who would receive a minimum of $10.00.\n\n - 25 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-199filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 27\n pg 27\n of 36\n of 118\n\n EXECUTION COPY\n\n\n These redistributions shall be repeated so long as they are economically feasible. Any balance that\n\n still remains in the Net Settlement Fund after such reallocation(s) and payments, which is not\n\n feasible or economical to reallocate shall be donated to a non-profit, charitable organization serving\n\n the public interest and unaffiliated with the Parties or their counsel, selected by Lead Counsel.\n\n 6.11 This Settlement is not a claims-made settlement. Upon the occurrence of the\n\n Effective Date, no portion of the Settlement Fund will be returned to the Defendants or their\n\n insurers. The Released Parties shall have no responsibility for, interest in, or liability whatsoever\n\n with respect to the distribution of the Net Settlement Fund, the Plan of Allocation, the determination,\n\n administration, or calculation of claims, the payment or withholding of Taxes or Tax Expenses, or\n\n any losses incurred in connection therewith.\n\n 6.12 No Person shall have any claim against Plaintiffs, Plaintiffs\u2019 Counsel, the Released\n\n Parties, the Claims Administrator, or any other entity designated by Lead Counsel based on\n\n distributions made substantially in accordance with the Stipulation and the Settlement contained\n\n herein, the Plan of Allocation, or further order(s) of the Court. This does not include any claim by\n\n any Party for breach of this Stipulation.\n\n 6.13 It is understood and agreed by the Parties that any proposed Plan of Allocation of the\n\n Net Settlement Fund, including, but not limited to, any adjustments to an Authorized Claimant\u2019s\n\n claim set forth therein, is not a part of this Stipulation and is to be considered by the Court separately\n\n from the Court\u2019s consideration of the fairness, reasonableness, and adequacy of the Settlement set\n\n forth in this Stipulation, and any order or proceeding relating to the Plan of Allocation shall not\n\n operate to terminate or cancel this Stipulation or affect or delay the finality of the Court\u2019s Judgment\n\n approving this Stipulation and the Settlement set forth herein (including the releases contained\n\n herein), or any other orders entered pursuant to this Stipulation.\n\n\n\n - 26 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-199filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 28\n pg 28\n of 36\n of 118\n\n EXECUTION COPY\n\n\n 7. Lead Counsel\u2019s Fees and Expenses\n\n 7.1 Lead Counsel may submit an application or applications (the \u201cFee and Expense\n\n Application\u201d) for distributions from the Settlement Fund for: (i) an award of attorneys\u2019 fees; plus (ii)\n\n payment of expenses or charges in connection with prosecuting the Litigation; plus (iii) any interest\n\n on such fees and expenses at the same rate and for the same time periods as earned by the Settlement\n\n Fund (until paid), as may be awarded by the Court. In addition, Plaintiffs may request awards\n\n pursuant to 15 U.S.C. \u00a7 78u-4(a)(4) in connection with their representation of the Settlement Class.\n\n Lead Counsel reserves the right to make additional applications for distributions from the Settlement\n\n Fund for fees and expenses incurred. The application or applications described in this paragraph are\n\n not the subject of any agreement between Plaintiffs and Defendants other than what is set forth in\n\n this Stipulation.\n\n 7.2 The Fee and Expense Award, as awarded by the Court, shall be paid to Lead Counsel\n\n from the Settlement Fund, as ordered, immediately after the Court executes an order awarding such\n\n fees and expenses, notwithstanding any pending appeals of such Fee and Expense Award. Lead\n\n Counsel may thereafter allocate the attorneys\u2019 fees and expenses among other Plaintiffs\u2019 counsel in a\n\n manner in which it in good faith believes reflects the contributions of such counsel to the institution,\n\n prosecution, and resolution of the Litigation. In the event that the Effective Date does not occur, or\n\n the Judgment or the order making the Fee and Expense Award is reversed or modified by final non-\n\n appealable order, or the Stipulation is canceled or terminated for any other reason, and in the event\n\n that the Fee and Expense Award has been paid to any extent, then Lead Counsel shall be obligated,\n\n within ten (10) business days from receiving notice from Defendants\u2019 Counsel or from a court of\n\n appropriate jurisdiction, to refund to the Settlement Fund the fees and expenses previously paid to\n\n Lead Counsel from the Settlement Fund plus interest earned thereon in an amount consistent with\n\n such reversal or modification. Lead Counsel, as a condition of receiving the Fee and Expense\n\n - 27 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-199filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 29\n pg 29\n of 36\n of 118\n\n EXECUTION COPY\n\n\n Award, agrees that Lead Counsel\u2019s law firm and its respective partners are subject to the jurisdiction\n\n of the Court for the purpose of enforcing this provision, and are severally liable and responsible for\n\n any required repayment.\n\n 7.3 The procedure for and the allowance or disallowance by the Court of any Fee and\n\n Expense Application are not part of the Settlement set forth in this Stipulation, and are to be\n\n considered by the Court separately from the Court\u2019s consideration of the fairness, reasonableness,\n\n and adequacy of the Settlement set forth in this Stipulation, and any order or proceeding relating to\n\n the Fee and Expense Application, or any appeal from any order relating thereto or reversal or\n\n modification thereof, shall not operate to terminate or cancel this Stipulation, or affect or delay the\n\n finality of the Judgment approving the Stipulation and the Settlement of the Litigation set forth\n\n herein (including the releases contained herein).\n\n 7.4 Defendants and their respective Related Parties shall not take any position\n\n concerning, have no responsibility for, and have no liability whatsoever with respect to, any Fee and\n\n Expense Application, the payment of any Fee and Expense Award to Lead Counsel, and/or the\n\n allocation by Lead Counsel of any attorneys\u2019 fees or the Fee and Expense Award among other\n\n Plaintiffs\u2019 Counsel. Defendants, their respective Related Parties, and Defendants\u2019 Counsel are not\n\n entitled to any award of fees or expenses from the Settlement Fund.\n\n 8. Conditions of Settlement, Effect of Disapproval, Cancellation or\n Termination\n\n 8.1 The Effective Date of this Stipulation shall be conditioned, and shall be deemed to\n\n have occurred, upon the occurrence or waiver of all of the following events:\n\n (a) the Court has entered the Notice Order, as required by \u00b64.1 hereof;\n\n (b) the Settlement Amount has been deposited by Defendants or their insurers into\n\n the Escrow Accounts maintained by the Escrow Agents, as required by \u00b62.1 hereof;\n\n\n - 28 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-199filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 30\n pg 30\n of 36\n of 118\n\n EXECUTION COPY\n\n\n (c) Gatos has not exercised its option to terminate the Stipulation pursuant to \u00b68.4\n\n hereof;\n\n (d) the Court has entered the Judgment, substantially in the form of Exhibit B\n\n attached hereto, or such other substantially similar form mutually agreed to by the Parties; and\n\n (e) the Judgment has become Final, as defined in \u00b61.19 hereof.\n\n 8.2 Upon the occurrence of all of the events referenced in \u00b68.1 hereof, any and all\n\n remaining interest or right of Defendants or their insurers in or to the Settlement Fund, if any, shall\n\n be absolutely and forever extinguished. If all of the conditions specified in \u00b68.1 hereof are not met,\n\n then the Stipulation shall be canceled and terminated subject to \u00b68.5 hereof unless Lead Counsel and\n\n Defendants\u2019 Counsel mutually agree in writing to proceed with the Stipulation.\n\n 8.3 Any decision or proceeding, whether in this Court or any appellate court, with respect\n\n to the Fee or Expense Application or with respect to any plan of allocation shall not be considered\n\n material to the Settlement, shall not affect the finality of any Judgment and shall not be grounds for\n\n termination of the Settlement.\n\n 8.4 Gatos shall have the option to terminate the Settlement in the event that Persons who\n\n otherwise would be Members of the Settlement Class and timely choose to exclude themselves from\n\n the Settlement Class in accordance with the provisions of the Notice Order and Notice given\n\n pursuant thereto purchased more than a certain number of shares of Gatos common stock during the\n\n Settlement Class Period (\u201cOpt-Out Threshold\u201d), as set forth in a separate agreement (the \u201cOpt-Out\n\n Agreement\u201d) executed between Lead Counsel and Gatos\u2019s Counsel, which is incorporated by\n\n reference into this Stipulation. The Parties shall not file the Opt-Out Agreement with the Court\n\n unless instructed to do so by the Court. The Opt-Out Threshold may be disclosed to the Court for\n\n purposes of approval of the Settlement, as may be required by the Court, but such disclosure shall be\n\n\n\n - 29 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-199filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 31\n pg 31\n of 36\n of 118\n\n EXECUTION COPY\n\n\n carried out to the fullest extent possible in accordance with the practices of the Court so as to\n\n maintain the Opt-Out Threshold as confidential.\n\n 8.5 Unless otherwise ordered by the Court, in the event the Stipulation shall terminate, or\n\n be canceled, or shall not become effective for any reason, then within ten (10) business days after\n\n written notification of such event is sent by Defendants\u2019 Counsel or Lead Counsel to the Escrow\n\n Agents, the Settlement Fund (including accrued interest), less any expenses and costs reasonably and\n\n actually incurred pursuant to \u00b62.8 and Taxes and Tax Expenses pursuant to \u00b62.9 hereof, which have\n\n either been disbursed from the Settlement Fund or are chargeable to the Settlement Fund pursuant to\n\n these provisions, shall be refunded by the Escrow Agents based upon written instructions from Lead\n\n Counsel pursuant to written instructions from Defendants\u2019 Counsel. At the request of Defendants\u2019\n\n Counsel, Lead Counsel or its designee shall apply for any tax refund owed on the Settlement Fund\n\n and pay the proceeds, after deduction of any fees or expenses incurred in connection with such\n\n application(s) for refund, pursuant to written direction from Defendants\u2019 Counsel.\n\n 8.6 In the event that the Stipulation is not approved by the Court or the Settlement set\n\n forth in the Stipulation is terminated or fails to become effective in accordance with its terms or the\n\n terms of the Opt-Out Agreement, the Parties shall be restored to their respective positions in the\n\n Litigation as of June 13, 2023. In such event, the terms and provisions of the Stipulation, with the\n\n exception of \u00b6\u00b62.8-2.10, 8.1-8.2, 8.5-8.7, 9.4-9.5, 9.8, and 9.11-9.15 hereof, shall have no further\n\n force and effect with respect to the Parties and shall not be used in this Litigation or in any other\n\n proceeding for any purpose, and any judgment or order entered by the Court in accordance with the\n\n terms of the Stipulation shall be treated as vacated, nunc pro tunc. No order of the Court or\n\n modification or reversal on appeal of any order of the Court concerning the Plan of Allocation or any\n\n Fee and Expense Award shall constitute grounds for cancellation or termination of the Stipulation.\n\n\n\n - 30 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-199filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 32\n pg 32\n of 36\n of 118\n\n EXECUTION COPY\n\n\n 8.7 If the Effective Date does not occur, or if the Stipulation is terminated pursuant to its\n\n terms, neither Plaintiffs nor Plaintiffs\u2019 Counsel shall have any obligation to repay any amounts\n\n disbursed for notice costs and Taxes and Tax Expenses pursuant to \u00b6\u00b62.8-2.9 hereof. In addition,\n\n any expenses already incurred and chargeable pursuant to \u00b62.8 hereof at the time of such termination\n\n or cancellation, but which have not been paid, shall be paid by the Escrow Agents in accordance\n\n with the terms of the Stipulation prior to the remaining balance being refunded in accordance with\n\n \u00b6\u00b62.10 and 8.5 hereof.\n\n 9. Miscellaneous Provisions\n\n 9.1 The Parties: (i) acknowledge that it is their intent to consummate this Settlement; and\n\n (ii) agree to cooperate to the extent reasonably necessary to effectuate and implement all terms and\n\n conditions of the Stipulation and to exercise their best efforts to accomplish the foregoing terms and\n\n conditions of the Stipulation.\n\n 9.2 The Parties intend this Settlement to be a final and complete resolution of all disputes\n\n between them with respect to the Litigation. The Settlement compromises claims that are contested\n\n and shall not be deemed an admission by any Party as to the merits of any claim or defense. The\n\n Parties agree that each has complied fully with the strictures of Rule 11 of the Federal Rules of Civil\n\n Procedure, and the Judgment will contain a statement that during the course of the Litigation, the\n\n Parties and their respective counsel at all times complied with the requirements of Federal Rule of\n\n Civil Procedure 11. In addition, Plaintiffs shall not make applications against Defendants and/or\n\n their counsel, and Defendants shall not make applications against Plaintiffs and/or their counsel, for\n\n fees, costs, or sanctions.\n\n 9.3 Neither the Stipulation nor the Settlement contained herein, nor any act performed or\n\n document executed pursuant to or in furtherance of the Stipulation or the Settlement: (i) is or may be\n\n deemed to be or may be used as an admission of, or concession or evidence of, the validity of any\n\n - 31 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-199filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 33\n pg 33\n of 36\n of 118\n\n EXECUTION COPY\n\n\n Released Claim, the truth of any fact alleged in the Litigation, the deficiency of any defense that has\n\n been or could have been asserted in the Litigation, or of any alleged wrongdoing, liability,\n\n negligence, or fault of Defendants; or (ii) is or may be deemed to be or may be used as an admission\n\n of, or evidence of, any fault or misrepresentation or omission of, including with respect to any\n\n statement or written document attributed to, approved or made by, any Defendant in any civil,\n\n criminal, or administrative proceeding in any court, administrative agency, proceeding, or other\n\n forum or tribunal. Defendants and their Related Parties may file the Stipulation and/or the Judgment\n\n in any action that may be brought against them in order to support a defense or counterclaim based\n\n on principles of res judicata, collateral estoppel, release, good faith settlement, judgment bar or\n\n reduction, or any other theory of, without limitation, claim preclusion or issue preclusion or similar\n\n defense or counterclaim.\n\n 9.4 The Released Parties are intended third-party beneficiaries of this Stipulation, and this\n\n Stipulation may be enforced by such Persons.\n\n 9.5 All agreements made and orders entered during the course of the Litigation relating to\n\n the confidentiality of information shall survive this Stipulation, pursuant to their terms.\n\n 9.6 All of the Exhibits to the Stipulation as well as the Opt-Out Agreement are material\n\n and integral parts hereof and are fully incorporated herein by this reference.\n\n 9.7 This Stipulation shall not be construed more strictly against one Party than another\n\n merely by virtue of the fact that it, or any part of it, may have been prepared by counsel for one of\n\n the Parties, it being recognized that it is the result of arm\u2019s-length negotiations between the Parties\n\n and that all Parties have contributed substantially and materially to the preparation of this\n\n Stipulation.\n\n 9.8 The Stipulation may be amended or modified only by a written instrument signed by\n\n or on behalf of all Parties or their respective successors-in-interest.\n\n - 32 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-199filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 34\n pg 34\n of 36\n of 118\n\n EXECUTION COPY\n\n\n 9.9 The Stipulation and the Exhibits attached hereto and the Opt-Out Agreement\n\n constitute the entire agreement among the Parties hereto and no representations, warranties, or\n\n inducements have been made to any Party concerning the Stipulation or its Exhibits or the Opt-Out\n\n Agreement other than the representations, warranties, and covenants contained and memorialized in\n\n such documents. Except as otherwise provided herein, each Party shall bear its own costs.\n\n 9.10 Lead Counsel, on behalf of the Settlement Class, is expressly authorized by Plaintiffs\n\n to take all appropriate action required or permitted to be taken by the Settlement Class pursuant to\n\n the Stipulation to effectuate its terms and also is expressly authorized to enter into any modifications\n\n or amendments to the Stipulation on behalf of the Settlement Class that it deems appropriate.\n\n 9.11 Each counsel or other Person executing the Stipulation or any of its Exhibits on\n\n behalf of any Party hereto hereby warrants that such Person has the full authority to do so.\n\n 9.12 The Stipulation may be executed in one or more counterparts, including by signature\n\n transmitted by email in pdf format. All executed counterparts and each of them shall be deemed to\n\n be one and the same instrument. A complete set of executed counterparts shall be filed with the\n\n Court.\n\n 9.13 The Stipulation shall be binding upon, and inure to the benefit of, the successors and\n\n assigns of the Parties hereto.\n\n 9.14 Subject to entry of the Judgment, substantially in the form of Exhibit B hereto, the\n\n Court shall retain jurisdiction with respect to implementation and enforcement of the terms of the\n\n Stipulation, and all Parties hereto submit to the jurisdiction of the Court for purposes of\n\n implementing and enforcing the Settlement embodied in the Stipulation.\n\n 9.15 The Stipulation and the Exhibits hereto shall be considered to have been negotiated,\n\n executed, and delivered, and to be wholly performed, in the State of New York, and the rights and\n\n obligations of the Parties to the Stipulation shall be construed and enforced in accordance with, and\n\n - 33 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-199filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 35\n pg 35\n of 36\n of 118\n\n EXECUTION COPY\n\n\n governed by, the internal, substantive laws of the State of New York without giving effect to any\n\n choice-of-law principles that would result in applying substantive laws other than those of the State\n\n of New York.\n\n 9.16 Pending approval of the Court of this Stipulation and its Exhibits, all non-settlement-\n\n related proceedings in this Litigation shall be stayed and all Members of the Settlement Class shall\n\n be barred and enjoined from prosecuting any of the Released Claims against any of the Defendants\n\n and their Related Parties.\n\n 9.17 The waiver by one Party of any breach of this Stipulation by any other Party shall not\n\n be deemed a waiver of any other prior or subsequent breach of this Stipulation.\n\n 9.18 Unless otherwise provided, the Parties may agree to reasonable extensions of time to\n\n carry out any of the provisions of this Stipulation without further order of the Court.\n\n IN WITNESS WHEREOF, the Parties hereto have caused the Stipulation to be executed, by\n\n their duly authorized attorneys, dated September 12, 2023.\n\n WHEELER TRIGG O\u2019DONNELL LLP FOSTER GRAHAM MILSTEIN & CALISHER, LLP\n\n s/ Kathryn A. Reilly s/ Michael A. Rollin\n Michael L. O\u2019Donnell Michael A. Rollin\n Kathryn A. Reilly 360 S Garfield Street, #600\n Daniel N. Guisbond Denver, CO 80209\n 370 Seventeenth Street, Suite 4500 Telephone: 303.333.9810\n Denver, CO 80202 Fax: 303.333.9786\n Telephone: 303.244.1800 Email: mrollin@fostergraham.com\n Facsimile: 303.244.1879\n Email: odonnell@wtotrial.com\n reilly@wtotrial.com s/ Michael Flynn\n guisbond@wtotrial.com Michael Flynn\n Lawrence Portnoy\n Liaison Counsel for Lead Plaintiff Bard Isaac M. Gelbfish\n Betz and Named Plaintiff Jude Sweidan Danielle Mullery\n DAVIS POLK & WARDWELL LLP\n 450 Lexington Avenue\n BLEICHMAR FONTI & AULD LLP New York, NY 10017\n Telephone: 212.450.4000\n s/ Joseph A. Fonti Email: michael.flynn@davispolk.com\n\n - 34 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-199filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 36\n pg 36\n of 36\n of 118\n\n EXECUTION COPY\n\n\n Joseph A. Fonti lawrence.portnoy@davispolk.com\n Evan A. Kubota isaac.gelbfish@davispolk.com\n 7 Times Square, 27th Floor danielle.mullery@davispolk.com\n New York, NY 10036\n Telephone: 212.789.1340 Counsel for Gatos and the Individual\n Facsimile: 212.205.3960 Defendants\n Email: jfonti@bfalaw.com\n ekubota@bfalaw.com s/ Audra J. Soloway\n Audra J. Soloway\n Counsel for Lead Plaintiff Bard Betz and Paul, Weiss, Rifkind, Wharton & Garrison\n Lead Counsel for the Class LLP\n 1285 Avenue of the Americas\n New York, New York 10019\n THE SCHALL LAW FIRM Telephone: 212.373.3289\n Email: asoloway@paulweiss.com\n s/ Brian Schall\n Brian Schall Counsel for the Underwriter Defendants\n 2049 Century Park East, Suite 2460\n Los Angeles, CA 90067\n Telephone: 424.303.1964\n Email: brian@schallfirm.com\n\n Additional Counsel for Lead Plaintiff\n Bard Betz and Named Plaintiff Jude\n Sweidan\n\n\n\n\n - 35 -\n\fCase\n Case\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-3 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 1 of\n pg 3715\n of 118\n\n\n\n\n UNITED STATES DISTRICT COURT\n FOR THE DISTRICT OF COLORADO\n\n Civil Action No. 1:22-cv-00453-PAB-KLM\n\n MICHAEL BILINSKY, Individually and On Behalf of All Others\n Similarly Situated,\n\n Plaintiff,\n\n v.\n\n GATOS SILVER, INC.,\n STEPHEN ORR,\n ROGER JOHNSON,\n PHILIP PYLE,\n JANICE STAIRS,\n ALI ERFAN,\n IGOR GONZALES,\n KARL HANNEMAN,\n DAVID PEAT,\n CHARLES HANSARD, and\n DANIEL MU\u00d1IZ QUINTANILLA,\n\n Defendants.\n\n\n [PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT\n AND PROVIDING FOR CLASS NOTICE\n\n\n EXHIBIT A\n\fCase\n Case\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-3 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 2 of\n pg 3815\n of 118\n\n\n\n\n WHEREAS, a class action is pending before the Court entitled Bilinsky v. Gatos Silver Inc.\n\n et al., No. 1:22-cv-00453-PAB-KLM (the \u201cLitigation\u201d);\n\n WHEREAS, the Parties having made an application, pursuant to Federal Rule of Civil\n\n Procedure 23(e), for an order preliminarily approving the settlement of this Litigation, in\n\n accordance with a Stipulation of Settlement, dated July 13, 2023 (the \u201cStipulation\u201d), which,\n\n together with the Exhibits annexed thereto, sets forth the terms and conditions for a proposed\n\n Settlement of the Litigation and for dismissal of the Litigation on the merits and with prejudice\n\n upon the terms and conditions set forth therein; and the Court having read and considered the\n\n Stipulation and the Exhibits annexed thereto;\n\n WHEREAS, the Parties to the Stipulation have consented to the entry of this order; and\n\n WHEREAS, all defined terms contained herein shall have the same meanings as set forth\n\n in the Stipulation, unless otherwise defined herein;\n\n NOW, THEREFORE, IT IS HEREBY ORDERED:\n\n 1. Preliminary Approval of the Settlement. The Court does hereby preliminarily\n\n approve the Stipulation and the Settlement set forth therein, subject to further consideration at the\n\n Final Approval Hearing described below.\n\n 2. The Court preliminarily finds that the proposed Settlement should be approved as:\n\n (i) the result of informed, extensive arm\u2019s-length, and non-collusive negotiations between\n\n experienced counsel, including mediation under the direction of an experienced mediator, Robert\n\n Meyer of JAMS; (ii) eliminating risks to the Parties of continued litigation; (iii) falling within a\n\n range of reasonableness warranting final approval; (iv) having no obvious deficiencies; and (v)\n\n warranting notice of the proposed Settlement to Settlement Class Members and further\n\n consideration of the Settlement at the fairness hearing described below.\n\n\n\n -1-\n\fCase\n Case\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-3 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 3 of\n pg 3915\n of 118\n\n\n\n\n 3. Pending final determination of whether the Settlement should be approved,\n\n Plaintiffs, all Settlement Class Members, and each of them, and anyone who acts or purports to act\n\n on their behalf, shall not institute, commence, or prosecute any action which asserts Released\n\n Claims against Defendants and their Related Parties (other than continuing proceedings related to\n\n the Settlement).\n\n 4. Settlement Hearing. A hearing (the \u201cFinal Approval Hearing\u201d) shall be held\n\n before this Court on _______________, 2023 [a date that is the later of October 24, 2023 or ninety\n\n (90) calendar days from the date of this Order], at __:__ _.m., in Courtroom A701 at the Alfred A.\n\n Arraj United States Courthouse, 901 19th Street, Denver, Colorado 80294.\n\n (a) The purposes of the Final Approval Hearing shall be to: (i) determine\n\n whether the proposed Settlement of the Litigation on the terms and conditions provided for in the\n\n Stipulation is fair, reasonable, and adequate to the Settlement Class and should be approved by the\n\n Court; (ii) determine whether a Judgment as defined in \u00b61.25 of the Stipulation should be entered\n\n herein; (iii) determine, for purposes of the Settlement only, whether the Settlement Class should\n\n be finally certified, whether Plaintiffs should be finally certified as Class Representatives for the\n\n Settlement Class, and whether Lead Counsel should be finally appointed as counsel for the\n\n Settlement Class; (iv) determine whether the proposed Plan of Allocation for the Net Settlement\n\n Fund is fair and reasonable and should be approved; (v) consider Lead Counsel\u2019s application for\n\n an award of attorneys\u2019 fees and expenses (which may include an application for an award to\n\n Plaintiffs for reimbursement of their reasonable costs and expenses directly related to their\n\n representation of the Settlement Class, pursuant to the Private Securities Litigation Reform Act of\n\n 1995 (\u201cPSLRA\u201d)); (vi) hear any objections by Settlement Class Members to the Settlement, Plan\n\n of Allocation, or Lead Counsel\u2019s or Plaintiffs\u2019 application(s); and (viii) consider such other matters\n\n the Court deems appropriate.\n\n -2-\n\fCase\n Case\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-3 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 4 of\n pg 4015\n of 118\n\n\n\n\n (b) The Court may approve the proposed Settlement with such modifications as\n\n the Parties may agree to, if appropriate, and with or without further notice to the Settlement Class\n\n of any kind. The Court further reserves the right to enter the Judgment approving the Settlement\n\n regardless of whether it has approved the Plan of Allocation or awarded attorneys\u2019 fees and/or\n\n expenses. The Court may also adjourn the Final Approval Hearing, decide to hold the hearing\n\n remotely, or modify any of the dates herein without further individual notice to members of the\n\n Settlement Class. Any such changes shall be posted on the website of the Claims Administrator.\n\n 5. Class Certification. Pursuant to Rule 23 of the Federal Rules of Civil Procedure,\n\n the Court preliminarily certifies, for purposes of effectuating this Settlement only, a Settlement\n\n Class of all Persons and entities who or which either (i) during the period from December 9, 2020\n\n to January 25, 2022, both inclusive (the \u201cClass Period\u201d), purchased or otherwise acquired Gatos\n\n common stock listed on the NYSE, or, in domestic transactions, purchased or otherwise acquired\n\n publicly traded call options on Gatos common stock, and/or sold publicly traded put options on\n\n Gatos common stock, and were damaged thereby; or (ii) purchased or otherwise acquired Gatos\n\n common stock pursuant or traceable to the 2020 Registration Statement or the 2021 Registration\n\n Statement, in domestic transactions or on the NYSE, and were damaged thereby. Excluded from\n\n the Settlement Class are: Defendants, the current and Class Period officers and directors of the\n\n Company, the members of the immediate families and the legal representatives, affiliates, heirs,\n\n successors-in-interest, or assigns of any such excluded person, any entity in which such excluded\n\n persons have or had a majority interest, and the Electrum Group, LLC; provided, however, that\n\n any \u201cInvestment Vehicle\u201d shall not be excluded from the Settlement Class. \u201cInvestment Vehicle\u201d\n\n means any investment company, pooled investment fund, or separately managed account\n\n (including, but not limited to, mutual fund families, exchange traded funds, funds of funds, private\n\n equity funds, real estate funds, hedge funds, and employee benefit plans) in which the Underwriter\n\n -3-\n\fCase\n Case\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-3 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 5 of\n pg 4115\n of 118\n\n\n\n\n Defendants, or any of them, have, has, or may have a direct or indirect interest, or as to which its\n\n affiliates may serve as a fiduciary or act as an investment advisor, general partner, managing\n\n member, or in any other similar capacity, but in which any of the Underwriter Defendants alone\n\n or together, with its, his, or her respective affiliates, is not a majority owner or does not hold a\n\n majority beneficial interest. Also excluded from the Settlement Class are those Persons who timely\n\n and validly request exclusion from the Settlement Class pursuant to the requirements set by the\n\n Court. Pursuant to Rule 23, and for purposes of settlement only, the Court hereby preliminarily\n\n certifies Plaintiffs as Settlement Class Representatives and Bleichmar Fonti & Auld LLP as\n\n Settlement Class Counsel.\n\n 6. Settlement Class Findings. With respect to the Settlement Class, the Court\n\n preliminarily finds, for purposes of effectuating this Settlement only, that (i) the Members of the\n\n Settlement Class are so numerous that joinder of all Settlement Class Members in the Litigation is\n\n impracticable; (ii) there are questions of law and fact common to the Settlement Class which\n\n predominate over any individual questions; (iii) the claims of the Plaintiffs are typical of the claims\n\n of the Settlement Class; (iv) Plaintiffs and Lead Counsel have fairly and adequately represented\n\n and protected the interests of all Settlement Class Members; and (v) a class action is superior to\n\n other available methods for the fair and efficient adjudication of the controversy, considering that:\n\n the claims of Settlement Class Members in the Litigation are substantially similar and would, if\n\n tried, involve substantially identical proofs and may therefore be efficiently litigated and resolved\n\n on an aggregate basis as a class action; the amounts of the claims of many of the Settlement Class\n\n Members are too small to justify the expense of individual actions; and it does not appear that there\n\n is significant interest among Settlement Class Members in individually controlling the litigation\n\n of their claims.\n\n\n\n -4-\n\fCase\n Case\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-3 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 6 of\n pg 4215\n of 118\n\n\n\n\n 7. Approval of Form and Content of Notice. The Court approves, as to form and\n\n content, the Notice of Pendency and Proposed Settlement of Class Action (the \u201cNotice\u201d), the Long-\n\n Form Notice of Pendency and Proposed Settlement of Class Action (\u201cLong-Form Notice\u201d), the\n\n Proof of Claim and Release form (the \u201cProof of Claim\u201d), and the Summary Notice (\u201cSummary\n\n Notice\u201d), annexed hereto as Exhibits 1, 2, 3, and 4, respectively, and finds that they: (a) constitute\n\n the best notice to Settlement Class Members practicable under the circumstances; (b) are\n\n reasonably calculated, under the circumstances, to describe the terms and effect of the Settlement\n\n and to apprise Settlement Class Members of their right to object to the proposed Settlement or to\n\n exclude themselves from the Settlement Class; (c) are reasonable and constitute due, adequate, and\n\n sufficient notice to all persons entitled to receive such notice; and (d) satisfy all applicable\n\n requirements of the Federal Rules of Civil Procedure (including Rules 23(c)-(e)), the Due Process\n\n Clause of the United States Constitution, 15 U.S.C. \u00a778u-4(a)(7) and 15 U.S.C. \u00a777z-1(a)(7), as\n\n amended by the PSLRA, and the rules of this Court.\n\n 8. Retention of Claims Administrator and Manner of Notice. Lead Counsel is\n\n hereby authorized to retain Epiq Class Action and Claims Solutions, Inc. (\u201cClaims Administrator\u201d)\n\n to supervise and administer the notice procedure as well as the processing of claims as more fully\n\n set forth below:\n\n (a) No later than _______________, 2023 (the \u201cNotice Date\u201d) [a date that is\n\n twenty-one (21) calendar days from the date of this Order], the Claims Administrator shall\n\n commence mailing a copy of the Notice, substantially in the form annexed hereto, by First-Class\n\n Mail to (i) all Settlement Class Members who can be identified with reasonable effort, and (ii)\n\n brokers and nominees on the Claims Administrator\u2019s list of brokers and nominees that commonly\n\n hold securities for the benefit of investors. Further, on the Notice Date, the Notice, Long-Form\n\n Notice, Proof of Claim, and the Stipulation and its Exhibits shall be posted on the website to be\n\n -5-\n\fCase\n Case\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-3 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 7 of\n pg 4315\n of 118\n\n\n\n\n established by the Claims Administrator for the purpose of providing information concerning the\n\n Settlement to Settlement Class Members and for online claim submission by Settlement Class\n\n Members;\n\n (b) No later than _______________, 2023 [a date that is fourteen (14) calendar\n\n days after the Notice Date], the Claims Administrator shall cause the Summary Notice to be\n\n published once in a national news publication, and once over a national newswire service; and\n\n (c) On or before _______________, 2023 [a date that is seven (7) calendar days\n\n prior to the Final Approval Hearing], Lead Counsel shall cause to be served on Defendants\u2019\n\n Counsel and filed with the Court proof, by affidavit or declaration, of such mailing, publishing,\n\n and posting.\n\n 9. All reasonable expenses incurred in identifying and notifying Settlement Class\n\n Members, as well as administering the Settlement Fund, shall be paid as set forth in the Stipulation.\n\n In the event the Settlement is not approved by the Court, or otherwise fails to become effective,\n\n neither Plaintiffs nor Plaintiffs\u2019 Counsel shall have any obligation to repay any amounts incurred\n\n and/or disbursed from the Settlement Fund in connection with administering the Settlement, as\n\n provided in the Stipulation.\n\n 10. Nominee Procedures. The Claims Administrator shall use reasonable efforts to\n\n give notice to nominee purchasers such as brokerage firms and other persons and entities that\n\n purchased or otherwise acquired Gatos Securities during the Class Period as record owners but not\n\n as beneficial owners. Such nominees shall (1) send the Notice to such beneficial owners of such\n\n Gatos Securities within seven (7) calendar days after receipt thereof, or (2) send a list of the names\n\n and addresses of such beneficial owners to the Claims Administrator within seven (7) calendar\n\n days of receipt thereof, in which event the Claims Administrator shall promptly mail the Notice to\n\n such beneficial owners. If you choose the first option, you must send a statement to the Claims\n\n -6-\n\fCase\n Case\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-3 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 8 of\n pg 4415\n of 118\n\n\n\n\n Administrator confirming that the mailing was made and you must retain your mailing records for\n\n use in connection with any further notices that may be provided in the Litigation. Upon nominees\u2019\n\n full and timely compliance with these directions, such nominees may seek reimbursement out of\n\n the Settlement Fund solely of their reasonable out-of-pocket expenses actually incurred in\n\n providing notice to beneficial owners by providing the Claims Administrator with proper\n\n documentation supporting the expenses for which reimbursement is sought, subject to further order\n\n of this Court with respect to any dispute concerning such compensation.\n\n 11. Participation in the Settlement. All Members of the Settlement Class shall be\n\n bound by all determinations and judgments in the Litigation concerning the Settlement, including,\n\n but not limited to, the releases provided for therein, whether favorable or unfavorable to the\n\n Settlement Class, regardless of whether such Persons seek or obtain by any means, including,\n\n without limitation, by submitting a Proof of Claim or any similar document, any distribution from\n\n the Settlement Fund or the Net Settlement Fund.\n\n (a) Settlement Class Members who wish to participate in the Settlement shall\n\n complete and submit Proofs of Claim in accordance with the instructions contained therein. Unless\n\n the Court orders otherwise, all Proofs of Claim must be postmarked or submitted electronically no\n\n later than _______________, 2023 [a date that is ninety (90) calendar days after the Notice\n\n Date]. Any Settlement Class Member who does not submit a Proof of Claim within the time\n\n provided for (a) shall be bound by all determinations and judgments in the Litigation concerning\n\n the Settlement, whether favorable or unfavorable to the Settlement Class, including, without\n\n limitation, the Judgment and the releases provided for therein; (b) shall be barred from\n\n commencing, maintaining, or prosecuting any of the Released Claims against any of the\n\n Defendants and their Related Parties, as more fully described in the Stipulation; and (c) shall be\n\n barred from sharing in the distribution of the proceeds of the Net Settlement Fund, unless otherwise\n\n -7-\n\fCase\n Case\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-3 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 9 of\n pg 4515\n of 118\n\n\n\n\n ordered by the Court. Notwithstanding the foregoing, Lead Counsel shall have the discretion (but\n\n not the obligation) to accept late-submitted claims for processing by the Claims Administrator so\n\n long as distribution of the Net Settlement Fund is not materially delayed thereby. No Person shall\n\n have any claim against Plaintiffs, Plaintiffs\u2019 Counsel, or the Claims Administrator by reason of the\n\n decision to exercise such discretion whether to accept late-submitted claims.\n\n (b) A Proof of Claim must satisfy the following conditions, unless otherwise\n\n allowed pursuant to the Stipulation: (i) it must be properly completed, signed, and submitted in a\n\n timely manner in accordance with the provisions of the preceding subparagraph; (ii) it must be\n\n accompanied by adequate supporting documentation for the transactions reported therein, in the\n\n form of broker confirmation slips, broker account statements, an authorized statement from the\n\n broker containing the transactional information found in a broker confirmation slip, or such other\n\n documentation as is deemed adequate by the Claims Administrator and/or Lead Counsel; (iii) if\n\n the person executing the Claim Form is acting in a representative capacity, a certification of their\n\n current authority to act on behalf of the claimant must be included in the Claim Form; and (iv) the\n\n Claim Form must be complete and contain no material deletions or modifications of any of the\n\n printed matter contained therein and must be signed under penalty of perjury.\n\n (c) As part of the Proof of Claim, each Claimant shall submit to the jurisdiction\n\n of the Court with respect to the claim submitted.\n\n 12. Exclusion from the Settlement Class. Any Person who desires to request\n\n exclusion from the Settlement Class shall do so by submitting a written request for exclusion to\n\n the Claims Administrator, which must be timestamped (for online submissions) or received by the\n\n Claims Administrator no later than ___, 2023 [a date that is forty-five (45) calendar days after\n\n the Notice Date]. The request for exclusion must: (i) include the person\u2019s or entity\u2019s name,\n\n address, and telephone number; (ii) state that the person or entity wishes to be \u201cexcluded from the\n\n -8-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KASDocument\n Document\n 82-399filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 10\n pg 46\n of 15\n of 118\n\n\n\n\n Settlement Class\u201d in this Litigation; (iii) include proof (such as stockbroker confirmation slips,\n\n stockbroker statements, or other documents) adequately evidencing the date(s), price(s), and\n\n number(s) of all Gatos Securities purchased and/or sold during the Class Period or purchased or\n\n acquired pursuant or traceable to the 2020 Registration Statement or the 2021 Registration\n\n Statement; and (iv) be signed by the person or entity requesting exclusion or their authorized\n\n representative (accompanied by proof of authorization). No request for exclusion shall be effective\n\n unless it is timely and provides the required information. Upon receiving any request(s) for\n\n exclusion, the Claims Administrator shall promptly notify Lead Counsel and Gatos\u2019s Counsel of\n\n such request(s) and provide them copies of such request(s) and the documentation accompanying\n\n them by facsimile or electronic mail. All Persons who submit valid and timely requests for\n\n exclusion shall have no rights under the Stipulation, shall not share in the distribution of the Net\n\n Settlement Fund, and shall not be bound by the Stipulation or the Judgment entered in the\n\n Litigation. Lead Counsel shall cause to be provided to Gatos\u2019s Counsel copies of all requests for\n\n exclusion promptly upon receipt and as expeditiously as possible and, in any event, not more than\n\n five (5) calendar days after receipt by the Claims Administrator.\n\n 13. Appearance and Objections at Final Approval Hearing. Any Member of the\n\n Settlement Class may enter an appearance in the Litigation, at his, her, or its own expense,\n\n individually or through counsel of his, her, or its own choice. If he, she, or it does not enter an\n\n appearance, he, she, or it will be represented by Lead Counsel.\n\n (a) Any Settlement Class Member may file a written objection to the proposed\n\n Settlement and show cause why the proposed Settlement of the Litigation should or should not be\n\n approved as fair, reasonable, and adequate, why the Judgment should or should not be entered\n\n thereon, why the Plan of Allocation should or should not be approved, or why attorneys\u2019 fees and\n\n expenses should or should not be awarded to Lead Counsel or awards granted to Plaintiffs;\n\n -9-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KASDocument\n Document\n 82-399filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 11\n pg 47\n of 15\n of 118\n\n\n\n\n provided, however, that no Settlement Class Member or any other Person shall be heard or entitled\n\n to contest such matters, unless that Person has mailed or delivered said objections, papers, and\n\n briefs to the Clerk of the United States District Court for the District of Colorado, on or before\n\n _______________, 2023 [a date that is twenty-one (21) calendar days prior to the Final\n\n Approval Hearing], and delivered copies of any such papers to Bleichmar Fonti & Auld LLP,\n\n Joseph A. Fonti, Times Square Tower, 7 Times Square, 27th Floor, New York, NY 10036, Davis\n\n Polk & Wardwell LLP, Michael S. Flynn, 450 Lexington Avenue, New York, NY 10017, and\n\n Paul, Weiss, Rifkind, Wharton & Garrison LLP, Audra J. Soloway, 1285 Avenue of the Americas,\n\n New York, NY 10019, with emailed copies to gatossettlement@bfalaw.com such that they are\n\n received on or before the same date. To object, a Settlement Class Member must send a letter\n\n saying that he, she, or it objects to the Settlement in Bilinsky v. Gatos Silver Inc. et al., No. 1:22-\n\n cv-00453-PAB-KLM, which must (1) include the objector\u2019s name, address, and telephone number;\n\n (2) provide documentation establishing the objector\u2019s membership in the Settlesment Class,\n\n including documents showing the type and number of Gatos Securities purchased, acquired, and\n\n sold during the Class Period or purchased or acquired pursuant or traceable to the 2020\n\n Registration Statement or the 2021 Registration Statement, as well as the dates and prices of each\n\n such purchase, acquisition, and sale; (3) contain a statement of reasons for the objection, including\n\n whether it applies only to the objector, to a specific subset of the Settlement Class, or to the entire\n\n Settlement Class; (4) identify any other class action settlement(s) in which the objector or the\n\n objector\u2019s attorney has objected; (5) include copies of any papers or other documents upon which\n\n the objection is based; and (6) include the objector\u2019s signature, even if represented by counsel.\n\n Any Settlement Class Member who does not make his, her, or its objection in the manner provided\n\n in this Order shall be deemed to have waived such objection and shall forever be foreclosed from\n\n making any objection to the fairness or adequacy of the proposed Settlement as set forth in the\n\n - 10 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KASDocument\n Document\n 82-399filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 12\n pg 48\n of 15\n of 118\n\n\n\n\n Stipulation, to the Plan of Allocation, or to the award of attorneys\u2019 fees and expenses to Lead\n\n Counsel or awards to Plaintiffs, unless otherwise ordered by the Court.\n\n (b) Attendance at the Final Approval Hearing is not necessary. However,\n\n persons wishing to be heard orally in opposition to the approval of the Settlement, the Plan of\n\n Allocation, and/or the Fee and Expense Application are required to indicate in their written\n\n objection their intention to appear at the hearing. Persons who intend to object to the Settlement,\n\n the Plan of Allocation, and/or the Fee and Expense Application and desire to present evidence at\n\n the Final Approval Hearing must include in their written objections the identity of any witnesses\n\n they may call to testify and copies of any exhibits they intend to introduce into evidence at the\n\n Final Approval Hearing.\n\n (c) Settlement Class Members do not need to appear at the hearing or take any\n\n other action to indicate their approval.\n\n (d) At or after the Final Approval Hearing, the Court shall determine whether\n\n the Plan of Allocation proposed by Lead Counsel, and any application for attorneys\u2019 fees or\n\n expenses, shall be approved.\n\n 14. Settlement Fund. The Court approves the establishment of the Escrow Accounts\n\n into which the Settlement Amount will be deposited for the benefit of the Settlement Class. All\n\n funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the\n\n Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall\n\n be distributed pursuant to the Stipulation and/or further order(s) of the Court. No person who is\n\n not a Settlement Class Member or Lead Counsel shall have any right to any portion of, or to any\n\n distribution of, the Net Settlement Fund unless otherwise ordered by the Court or otherwise\n\n provided in the Stipulation.\n\n\n\n - 11 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KASDocument\n Document\n 82-399filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 13\n pg 49\n of 15\n of 118\n\n\n\n\n 15. Supporting Papers. All opening papers in support of the Settlement, the Plan of\n\n Allocation, and the application for attorneys\u2019 fees and expenses shall be filed and served on or\n\n before _______________, 2023 [a date that is thirty-five (35) calendar days prior to the Final\n\n Approval Hearing]. Any reply papers in response to objections shall be filed and served on or\n\n before _______________, 2023 [a date that is seven (7) calendar days prior to the Final Approval\n\n Hearing].\n\n 16. Defendants shall not have any responsibility for, or liability with respect to, the\n\n Plan of Allocation or any application for attorneys\u2019 fees or expenses submitted by Lead Counsel,\n\n and such matters will be considered separately from the fairness, reasonableness, and adequacy of\n\n the Settlement.\n\n 17. All reasonable expenses incurred in identifying and notifying Settlement Class\n\n Members, as well as administering the Settlement Fund, shall be paid as set forth in the Stipulation.\n\n In the event the Settlement is not approved by the Court, or otherwise fails to become effective,\n\n neither Plaintiffs nor Plaintiffs\u2019 Counsel shall have any obligation to repay any amounts disbursed\n\n or incurred pursuant to \u00b6\u00b62.8 or 2.9 of the Stipulation.\n\n 18. Use of this Order. Neither this Order nor the proposed Settlement (including the\n\n Stipulation), nor any of the negotiations or proceedings connected with it: (a) shall be offered\n\n against any Defendants or their Related Parties as evidence of, or construed as, or deemed to be\n\n evidence of, any presumption, concession, or admission by any of the Released Parties with respect\n\n to the truth of any fact alleged by Plaintiffs, or the validity of any claim that was or could have\n\n been asserted, or the deficiency of any defense that has been or could have been asserted in this\n\n Litigation or in any litigation, or of any liability, negligence, fault, or other wrongdoing of any\n\n kind by any Defendants or their Related Parties or in any way referred to for any other reason as\n\n against any Defendants or their Related Parties, in any arbitration proceeding or other civil,\n\n - 12 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KASDocument\n Document\n 82-399filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 14\n pg 50\n of 15\n of 118\n\n\n\n\n criminal, or administrative action or proceeding, other than such proceedings as may be necessary\n\n to effectuate the provisions of the Stipulation; (b) shall be offered against Plaintiffs, Plaintiffs\u2019\n\n Counsel, or Settlement Class Members, and/or their employees, successors, and assigns, as\n\n evidence of, or construed as, or deemed to be evidence of, any presumption, concession, or\n\n admission with respect to any liability, negligence, fault, or wrongdoing of any kind or in any way\n\n referred to for any other reason as against Plaintiffs, Plaintiffs\u2019 Counsel, or Settlement Class\n\n Members, and/or their employees, successors, and assigns in any civil, criminal, or administrative\n\n action or proceeding, other than such proceedings as may be necessary to effectuate the provisions\n\n of the Stipulation; (c) shall be construed against any of the Released Parties as an admission,\n\n concession, or presumption that the consideration to be given under the Stipulation represents the\n\n amount which could be or would have been recovered after trial; provided, however, that if the\n\n Stipulation is approved by the Court, the Released Parties and their respective counsel may refer\n\n to it to effectuate the protections from liability granted hereunder or otherwise to enforce the terms\n\n of the Settlement.\n\n 19. Termination. In the event that the Settlement does not become effective in\n\n accordance with the terms of the Stipulation, or the Effective Date does not occur, or in the event\n\n that the Settlement Fund, or any portion thereof, is returned to the Defendants pursuant to the\n\n Stipulation, then this Order shall be rendered null and void to the extent provided by and in\n\n accordance with the Stipulation and shall be vacated and, in such event, all orders entered and\n\n releases delivered in connection herewith shall be null and void to the extent provided by and in\n\n accordance with the Stipulation. The Parties shall be deemed to have reverted to their respective\n\n positions in the Litigation as of June 13, 2023.\n\n 20. Stay of Proceedings. All proceedings in the Litigation are stayed until further\n\n order of this Court, except as may be necessary to implement the Settlement or comply with the\n\n - 13 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KASDocument\n Document\n 82-399filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 15\n pg 51\n of 15\n of 118\n\n\n\n\n terms of the Stipulation. Pending final determination of whether the Settlement should be\n\n approved, neither Plaintiffs nor any Settlement Class Member, either directly, representatively, or\n\n in any other capacity shall commence or prosecute against any Defendants or their Related Parties\n\n any action or proceeding in any court or tribunal asserting any of the Released Claims.\n\n 21. Taxes. Lead Counsel is authorized and directed to prepare any tax returns and any\n\n other tax reporting form for or in respect to the Settlement Fund, to pay from the Settlement Fund\n\n any Taxes owed with respect to the Settlement Fund, and to otherwise perform all obligations with\n\n respect to Taxes and any reporting or filings in respect thereof without further order of the Court\n\n in a manner consistent with the provisions of the Stipulation.\n\n 22. Jurisdiction. The Court retains exclusive jurisdiction over the Litigation to\n\n consider all further matters arising out of or connected with the Settlement.\n\n\n\n\n DATED:____________\n\n BY THE COURT:\n\n ________________________\n\n Chief Judge Philip A. Brimmer\n\n\n\n\n - 14 -\n\f CaseCase\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-4 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 1 of\n Gatos U.S. Securities Litigation pg 528of 118 EXHIBIT A-1\n Claims Administrator BARCODE NO-PRINT ZONE\n P.O. Box 5768\n Portland, OR 97228-5768\n FIRST-CLASS MAIL\n U.S. POSTAGE PAID\n IMPORTANT NOTICE FROM THE\n UNITED STATES DISTRICT COURT FOR THE\n DISTRICT OF COLORADO <>\n NOTICE OF CLASS SETTLEMENT <>\n <>\n If you purchased or otherwise acquired Gatos common <
>\n stock during the period from October 28, 2020 through <
>\n January 25, 2022 (both inclusive), or purchased or <
>\n otherwise acquired publicly traded call options on <
>\n Gatos common stock and/or sold publicly traded put <
>\n options on Gatos common stock during the period from <>\n December 9, 2020 through January 25, 2022 (both <>\n inclusive), you may be affected by a proposed class\n settlement.\n THE SETTLEMENT MAY AFFECT YOUR\n LEGAL RIGHTS. YOU MAY BE ELIGIBLE FOR\n A CASH PAYMENT. PLEASE READ THIS\n NOTICE CAREFULLY.\n\n#97049408v6\n\f Case\n Case\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-4 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 2 of\n pg 538of 118\n\n This Notice provides only limited information about the Settlement. For more\n information, please visit www.gatossecuritieslitigation.com (the \u201cSettlement\n Website\u201d) or call the Claims Administrator at 877-757-6172\n Important Settlement Notice: Bilinsky v. Gatos Silver Inc. et al.,\n No. 1:22-cv-00453-PAB-KLM (D. Colo.) (the \u201cAction\u201d)\n The Parties have reached a proposed Settlement that, if approved, will resolve the Released Claims against the\n Defendants and their Related Parties on behalf of the Settlement Class.\n Gatos and/or its insurance carriers have agreed to pay $21,000,000. This amount, plus accrued interest,and after\n deduction of Court-approved attorneys\u2019 fees and expenses (including any awards to Plaintiffs), Notice and\n Administration Costs, and Taxes, will be allocated, pursuant to the Plan of Allocation in the Long-Form Notice,\n among Settlement Class Members who submit valid claims.\n You may be a Settlement Class Member if you purchased or otherwise acquired Gatos common stock pursuant\n or traceable to the 2020 Registration Statement or the 2021 Registration Statement or purchased or otherwise\n acquired Gatos common stock or publicly traded call options on Gatos common stock and/or sold publicly\n traded put options on Gatos common stock during the period from December 9, 2020 through January 25, 2022\n (both inclusive).\n TO BE ELIGIBLE FOR PAYMENT, YOU MUST SUBMIT A VALID PROOF OF CLAIM ONLINE\n OR POSTMARKED BY ___, 2023. THE FORM IS AVAILABLE FROM THE SETTLEMENT\n WEBSITE, WWW.GATOSSECURITIESLITIGATION.COM, OR BY MAIL UPON REQUEST\n THROUGH THE WEBSITE OR BY CALLING THE CLAIMS ADMINISTRATOR AT 877-757-6172.\n\n#97049408v6 www.gatossecuritieslitigation.com\n\f Case\n Case\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-4 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 3 of\n pg 548of 118\n\n The Settlement Website contains a Long-Form Notice with additional information that you should review.\n You must comply with the Long-Form Notice\u2019s complete instructions on how to submit a Proof of Claim,\n exclude yourself, or object. In summary, you have three options:\n Option 1: Submit a Proof of Claim (with further options to object to the Settlement\n and/or appear at the Final Approval Hearing).\n Option 2: Exclude yourself from the Settlement Class, as detailed below.\n Option 3: Do nothing. You will still be bound by the Settlement and will fully\n release all Released Claims against Defendants and their Related Parties.\n\n YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT\n OPTION 1: SUBMIT A This is the only way to be eligible to get a payment from the Settlement. If\n PROOF OF CLAIM you wish to participate in the Settlement, you will need to complete and\n SUBMITTED ONLINE submit the Proof of Claim, available at www.gatossecuritieslitigation.com or\n OR POSTMARKED BY by calling the Claims Administrator at 877-757-6172. Settlement Class\n ___, 2023 [90 calendar days Members who do not complete and submit the Proof of Claim in accordance\n after Notice Date] with the instructions on the Proof of Claim and within the time required will\n be bound by the Settlement and shall have fully released all of the\n Released Claims against Defendants and their Related Parties, but will not be\n eligible to participate in any distribution of the Net Settlement Fund.\n\n#97049408v6 www.gatossecuritieslitigation.com\n\f Case\n Case\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-4 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 4 of\n pg 558of 118\n\n OPTION 2: EXCLUDE If you wish to exclude yourself from the Settlement, you must submit a\n YOURSELF FROM THE written request for exclusion that is submitted online or postmarked by __,\n SETTLEMENT CLASS 2023. You will not be bound by the results of the Litigation, you cannot object\n BY SUBMITTING A to the Settlement, and you will not receive any payment. This is the only\n WRITTEN REQUEST option that allows you to ever bring or be part of any other lawsuit\n FOR EXCLUSION against Defendants or their Related Parties related to the issues raised in the\n SUBMITTED ONLINE Litigation.\n OR POSTMARKED BY\n __, 2023 [45 calendar\n days after Notice Date]\n OPTION 3: If you are a Settlement Class Member but do not request exclusion and do not\n DO NOTHING submit a Proof of Claim submitted online or postmarked by __, 2023, you\n will not be eligible to receive any payment from the Settlement Fund. You\n will, however, be bound by the Settlement and shall have fully released all of\n the Released Claims against Defendants and their Related Parties.\n\n If you are a Settlement Class Member, you may also object to the Settlement (whether or not you file a\n Proof of Claim) by submitting a written objection so that it is received or filed no later than ___, 2023 [21\n calendar days before the Final Approval Hearing]. If you believe the Settlement is objectionable in any\n respect, you may write to the Court about why you oppose the Settlement, the Plan of Allocation, and/or the\n request for attorneys\u2019 fees, costs, andexpenses. You will still be a Settlement Class Member who is bound by the\n\n#97049408v6 www.gatossecuritieslitigation.com\n\f Case\n Case\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-4 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 5 of\n pg 568of 118\n\n Settlement and shall have fully released all of the Released Claims against Defendants and their Related Parties.\n\n You may attend the Final Approval Hearing on ___, 2023 at , and provide a notice of intention to\n appear to Lead Counsel and Defendants\u2019 Counsel so that it is received no later than __, 2023 [21 calendar\n days before the Final Approval Hearing]. You do not need to attend the Final Approval Hearing unless you\n wish to speak in support of any objection you may have submitted, and have indicated your intention to appear to\n Lead Counsel and Defendants\u2019 Counsel so that it is received no later than __, 2023 [21 calendar days before the\n Final Approval Hearing]. The Court may postpone the Final Approval Hearing without further notice to you.\n\n What is this case about? Why is there a settlement? The Litigation alleges that certain Defendants made\n material misstatements and omissions regarding, inter alia, mineral resource and mineral reserve estimates for\n Gatos\u2019 Cerro Los Gatos mine. Defendants deny any wrongdoing or liability. The Parties disagree on liability\n and damages. Plaintiffs wish to avoid the risk and delay of further litigation and secure a substantial benefit for\n the Settlement Class. Defendants wish to avoid the cost and distraction of further litigation.\n How much will I recover? The estimated average recovery per affected Gatos Security is approximately $0.61\n per share of Gatos common stock (or $0.54 for stock purchased in or traceable to the IPO or SPO), $0.42 per\n put option, and $0.09 per call option, each before deduction of Court-approved fees, expenses, and costs. This\n amount is an average, and your recovery will vary based on (among other things) the number of valid claims\n and the size and timing of your transactions in Gatos Securities.\n The Court will hold a hearing on __, 2023 at to consider whether to approve the Settlement and Lead\n Counsel Bleichmar Fonti & Auld LLP\u2019s request for attorneys\u2019 fees not to exceed 28% of the Settlement\n\n#97049408v6 www.gatossecuritieslitigation.com\n\f Case\n Case\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-4 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 6 of\n pg 578of 118\n\n Amount, expenses not to exceed $325,000, and awards to Plaintiffs of no more than $15,000 in the aggregate (an\n average of approximately $0.18 per affected share of Gatos common stock (or $0.16 for stock purchased in or\n traceable to the IPO or SPO), $0.13 per affected put option, and $0.03 per affected call option). You may, but\n are not required to, attend, and may also appear through counsel of your choice and at your own expense.\n How can I get more information? Visit the Settlement Website at www.gatossecuritieslitigation.com,\n contact the Claims Administrator at 877-757-6172, or contact Lead Counsel: Joseph A. Fonti, Bleichmar Fonti\n & Auld LLP, 7 Times Square, 27th Floor, New York, NY 10036, Telephone: (888) 879-9418, Email:\n gatossettlement@bfalaw.com.\n\n SPECIAL NOTICE TO NOMINEES\n Nominees who purchased or otherwise acquired Gatos common stock pursuant or traceable to the 2020\n Registration Statement or the 2021 Registration Statemen, or purchased or otherwise acquired Gatos common\n stock or publicly traded call options on Gatos common stock and/or sold publicly traded put options on Gatos\n common stock during the period from December 9, 2020 through January 25, 2022 (both inclusive), for the\n beneficial interest of other Persons or entities shall, within seven (7) calendar days of receipt of this Notice,\n either: (i) request from the Claims Administrator sufficient copies of the Notice to forward to all such beneficial\n owners and do so promptly after receipt of those Notices; or (ii) provide a list of the names and addresses of all\n such beneficial owners to the Claims Administrator at Gatos U.S. Securities Litigation, P.O. Box 5768, Portland,\n OR 97228-5768.\n If you choose the first option, you must send a statement to the Claims Administrator confirming that the mailing\n was made and you must retain your mailing records for use in connection with any further notices that may\n#97049408v6 www.gatossecuritieslitigation.com\n\f Case\n Case\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-4 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 7 of\n pg 588of 118\n\n be provided in the Litigation.\n If you choose the second option, the Claims Administrator will send a copy of the Notice to the beneficial owners.\n Upon full and timely compliance with these directions, such nominees may seek reimbursement of their reasonable\n expenses actually incurred by providing the Claims Administrator with proper documentation supporting the\n expenses for which reimbursement is sought.\n\n\n\n\n#97049408v6 www.gatossecuritieslitigation.com\n\f Case\n Case\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-4 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 8 of\n pg 598of 118\n\n For more information, please visit\n www.gatossecuritieslitigation.com (the \u201cSettlement Website\u201d) or\n Call the Claims Administrator at 877-757-6172.\n\n The following QR code links to the Settlement Website:\n\n\n\n\n#97049408v6 www.gatossecuritieslitigation.com\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 85-2 99filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 1 of\n pg 6032\n of 118\n\n\n\n\n UNITED STATES DISTRICT COURT\n FOR THE DISTRICT OF COLORADO\n\n Civil Action No. 1:22-cv-00453-PAB-KLM\n\n MICHAEL BILINSKY, Individually and On Behalf of All Others\n Similarly Situated,\n\n Plaintiff,\n\n v.\n\n GATOS SILVER, INC.,\n STEPHEN ORR,\n ROGER JOHNSON,\n PHILIP PYLE,\n JANICE STAIRS,\n ALI ERFAN,\n IGOR GONZALES,\n KARL HANNEMAN,\n DAVID PEAT,\n CHARLES HANSARD, and\n DANIEL MU\u00d1IZ QUINTANILLA,\n\n Defendants.\n\n\n LONG-FORM NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF CLASS\n ACTION\n\n\n EXHIBIT A-2\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 85-2 99filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 2 of\n pg 6132\n of 118\n\n\n\n\n IF YOU PURCHASED OR OTHERWISE ACQUIRED GATOS SILVER, INC. (\u201cGATOS\u201d OR\n THE \u201cCOMPANY\u201d) SECURITIES1 BETWEEN OCTOBER 28, 2020 AND JANUARY 25, 2022,\n INCLUSIVE AND WERE ALLEGEDLY DAMAGED THEREBY, YOU MAY BE ENTITLED\n TO RECEIVE A PAYMENT FROM A CLASS ACTION SETTLEMENT.2\n\n A federal court authorized this Long-Form Notice. This is not a solicitation from a lawyer.\n\n PLEASE READ THIS NOTICE CAREFULLY. This Long-Form Notice explains\n\n important rights you may have and what steps you must take if you wish to participate in the\n\n Settlement of this class action, wish to object, or wish to be excluded from the Settlement Class.\n\n If you are a Member of the Settlement Class, your legal rights will be affected whether or not\n\n you act.\n\n Securities and Time Period: Gatos common stock purchased or otherwise acquired during\n\n the period from December 9, 2020 through January 25, 2022 (both inclusive) on the NYSE or\n\n purchased or otherwise acquired pursuant or traceable to the 2020 Registration Statement or the\n\n 2021 Registration Statement, in domestic transactions or on the NYSE; publicly traded call options\n\n on Gatos common stock purchased or otherwise acquired, and publicly traded put options on Gatos\n\n common stock sold, during the period from December 9, 2020 through January 25, 2022 (inclusive)\n\n in domestic transactions.\n\n Settlement Fund: $21,000,000.00 in cash. Your recovery will depend in part on the type\n\n and amount of your transactions in Gatos Securities between October 28, 2020 and January 25,\n\n 2022, inclusive, and the timing of your purchases, acquisitions, and any sales. If claims are\n\n submitted for 100% of the eligible Gatos Securities, based on Plaintiffs\u2019 expert\u2019s estimate of the\n\n number of damaged Gatos Securities eligible to recover under the Settlement, the estimated average\n\n\n\n 1\n \u201cGatos Securities\u201d means Gatos common stock, call options of Gatos, and put options of Gatos.\n 2\n Any capitalized terms used in this Long-Form Notice that are not otherwise defined herein shall have\n the meanings ascribed to them in the Stipulation of Settlement dated July 13, 2023 (the \u201cStipulation\u201d), which\n is available on the website established for the Settlement at www.gatossecuritieslitigation.com.\n\n -1-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 85-2 99filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 3 of\n pg 6232\n of 118\n\n\n\n\n recovery per affected Gatos Security is approximately $0.61 per share of Gatos common stock (or\n\n $0.54 for stock purchased in or traceable to the IPO or SPO), $0.42 per put option, and $0.09 per call\n\n option, each before deduction of Court-approved fees, expenses, and costs. Settlement Class\n\n Members should note, however, that these are only estimates. The actual amount per share you\n\n could receive will depend on a number of factors, including those explained in the Plan of Allocation\n\n contained below.\n\n Settlement Class: The Court has conditionally certified a Settlement Class of all Persons\n\n and entities who or which either (i) during the period from December 9, 2020 to January 25, 2022,\n\n both inclusive (the \u201cClass Period\u201d), purchased or otherwise acquired Gatos common stock listed on\n\n the NYSE, or, in domestic transactions, purchased or otherwise acquired publicly traded call options\n\n on Gatos common stock, and/or sold publicly traded put options on Gatos common stock, and were\n\n damaged thereby; or (ii) purchased or otherwise acquired Gatos common stock pursuant or traceable\n\n to the 2020 Registration Statement or the 2021 Registration Statement, in domestic transactions or\n\n on the NYSE, and were damaged thereby. Excluded from the Settlement Class are: Defendants, the\n\n current and Class Period officers and directors of the Company, the members of the immediate\n\n families and the legal representatives, affiliates, heirs, successors-in-interest, or assigns of any such\n\n excluded person, any entity in which such excluded persons have or had a majority interest, and the\n\n Electrum Group, LLC; provided, however, that any \u201cInvestment Vehicle\u201d shall not be excluded from\n\n the Settlement Class. \u201cInvestment Vehicle\u201d means any investment company, pooled investment\n\n fund, or separately managed account (including, but not limited to, mutual fund families, exchange\n\n traded funds, funds of funds, private equity funds, real estate funds, hedge funds, and employee\n\n benefit plans) in which the Underwriter Defendants, or any of them, have, has, or may have a direct\n\n or indirect interest, or as to which its affiliates may serve as a fiduciary or act as an investment\n\n advisor, general partner, managing member, or in any other similar capacity, but in which any of the\n\n -2-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 85-2 99filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 4 of\n pg 6332\n of 118\n\n\n\n\n Underwriter Defendants alone or together, with its, his, or her respective affiliates, is not a majority\n\n owner or does not hold a majority beneficial interest. Also excluded from the Settlement Class are\n\n those Persons who timely and validly request exclusion from the Settlement Class pursuant to the\n\n requirements set by the Court.\n\n Reasons for Settlement: The Settlement resolves claims by Lead Plaintiff Bard Betz and\n\n Named Plaintiff Jude Sweidan that have been asserted on behalf of the Settlement Class against\n\n Defendants Gatos Silver, Inc., Stephen Orr, Roger Johnson, Philip Pyle, Janice Stairs, Ali Erfan, Igor\n\n Gonzales, Karl Hanneman, David Peat, Charles Hansard, and Daniel Mu\u00f1iz Quintanilla. It avoids\n\n the costs and risks associated with continued litigation, including the danger of no recovery, and\n\n provides a substantial benefit to the Settlement Class now. It also releases Defendants and their\n\n Related Parties (as defined below) from liability.\n\n Statement on Potential Outcome If the Case Had Not Settled: The Settlement must be\n\n compared to the risk of no recovery after contested motions, trial, and likely appeals. Litigation is a\n\n risky proposition and Plaintiffs might not have prevailed. The claims in this case involve numerous\n\n complex legal and factual issues that would require extensive and costly expert testimony. The\n\n parties disagree on both liability and damages. Among the many key issues about which the two\n\n sides do not agree are: (1) whether Defendants made any statements that were materially false or\n\n misleading, or made material omissions in violation of a duty to disclose or that are otherwise\n\n actionable, under the federal securities laws; (2) whether any such statements or omissions were\n\n made with the requisite level of intent or recklessness; (3) whether the alleged misstatements and\n\n omissions influenced the trading prices of Gatos Securities during the relevant period; and (4) the\n\n amount of damages (if any) that could be recovered at trial, including the average amount of\n\n damages per share that would be recoverable if Plaintiffs prevailed on each claim alleged.\n\n Defendants have denied and continue to deny any and all allegations of wrongdoing or fault asserted\n\n -3-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 85-2 99filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 5 of\n pg 6432\n of 118\n\n\n\n\n in the Litigation, deny that they have committed any act or omission giving rise to any liability or\n\n violation of law, and deny that Plaintiffs and the Settlement Class have suffered any loss attributable\n\n to Defendants\u2019 actions or omissions.\n\n Attorneys\u2019 Fees and Expenses: Lead Counsel has not received any payment for its work\n\n investigating the facts, conducting this Litigation, and negotiating the Settlement on behalf of\n\n Plaintiffs and the Settlement Class. Lead Counsel will ask the Court for attorneys\u2019 fees not to\n\n exceed 28% of the Settlement Amount and expenses in an amount not to exceed $325,000, plus\n\n interest, to be paid from the Settlement Fund. In addition, Plaintiffs may request awards not to\n\n exceed $15,000 in the aggregate pursuant to 15 U.S.C. \u00a7 78u-4(a)(4) in connection with their\n\n representation of the Settlement Class. If the Court approves Lead Counsel\u2019s Fee and Expense\n\n Application in full, and if claims are submitted for 100% of the Gatos Securities estimated to be\n\n eligible to recover under the Settlement, the average amount of fees and expenses is estimated to be\n\n approximately $0.18 per share of Gatos common stock (or $0.16 for stock purchased in or traceable\n\n to the IPO or SPO), $0.13 per put option and $0.03 per call option. A copy of the Fee and Expense\n\n Application will be posted on www.gatossecuritieslitigation.com after it has been filed with the\n\n Court.\n\n Claims Administrator: Lead Counsel:\n Epiq Class Action and Claims Joseph A. Fonti, Esq.\n Solutions, Inc. Bleichmar Fonti & Auld LLP\n Gatos U.S. Securities Litigation Times Square Tower\n P.O. Box 5768 7 Times Square, 27th Floor\n Portland, OR 97228-5768 New York, NY 10036\n Telephone: 212-789-1340\n gatossettlement@bfalaw.com\n\n \uf0b7 Your legal rights are affected whether you act or don\u2019t act. Read this Long-Form\n Notice carefully.\n\n YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT\n\n SUBMIT A CLAIM This is the only way to be eligible to receive a payment. If you are a\n Settlement Class Member, and do not exclude yourself from the\n -4-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 85-2 99filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 6 of\n pg 6532\n of 118\n\n\n\n\n Settlement Class, you will be bound by the Settlement as approved by\n the Court and you will give up any \u201cReleased Claims\u201d (as defined\n below) that you have against the Defendants and their \u201cRelated Parties\u201d\n (as defined below). Proof of Claim and Release forms (\u201cProof of\n Claim\u201d) are available at www.gatossecuritieslitigation.com and\n must be postmarked (if mailed) or received (if submitted online) on\n or before _____, 2023.\n EXCLUDE If you exclude yourself from the Settlement Class, you will not be\n YOURSELF eligible to receive any payment from the Settlement Fund. This is the\n only option that potentially allows you to participate in another lawsuit\n against the Defendants or their Related Parties relating to the Released\n Claims being released in this case. Should you elect to exclude yourself\n from the Settlement Class, you should understand that Defendants and\n their Related Parties will have the right to assert any and all defenses\n they may have to any claims that you may seek to assert, including,\n without limitation, the defense that any such claims are untimely under\n applicable statutes of limitations and statutes of repose. Exclusions\n must be received on or before _______, 2023.\n OBJECT You may write to the Court if you do not like this Settlement, the Plan\n of Allocation and/or the request for attorneys\u2019 fees and expenses. You\n will still be a Member of the Settlement Class. Objections must be\n received by the Court and counsel for the Parties on or before\n _________, 2023.\n GO TO A HEARING Submitting a written objection and notice of intention to appear by\n ON ________, 2023, at ______________, 2023 allows you to speak in Court about the\n fairness of the Settlement, the Plan of Allocation and/or the request\n _________ _.m.\n for attorneys\u2019 fees and expenses. If you submit a written objection,\n you may (but you do not have to) attend the hearing and speak to the\n Court about your objection.3\n DO NOTHING If you are a Member of the Settlement Class and you do not submit\n a Proof of Claim by ______________, 2023, you will not be eligible\n to receive any payment from the Net Settlement Fund. You will,\n however, remain a Member of the Settlement Class, which means that\n you give up your right to sue about the claims that are resolved by the\n Settlement and you will still be bound by any judgments or orders\n entered by the Court in the Litigation.\n\n \uf0b7 These rights and options \u2013 and the deadlines to exercise them \u2013 are explained in this Notice.\n\n \uf0b7 The Court in charge of this case must decide whether to approve the Settlement. Payments\n to Authorized Claimants (described below) will be made if the Court approves the\n\n 3\n The Court may change this date to a later date and/or time without further written notice to you.\n However, any different date or time will be posted on the Settlement website:\n www.gatossecuritieslitigation.com.\n\n -5-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 85-2 99filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 7 of\n pg 6632\n of 118\n\n\n\n\n Settlement, after Proofs of Claim are processed, and, if there are any appeals, after appeals\n are resolved. Please be patient.\n\n BASIC INFORMATION\n\n 1. Why Did I Receive This Long-Form Notice?\n\n The Court authorized that this Long-Form Notice be disseminated because you or someone in\n\n your family has been identified as a potential Settlement Class Member who may have purchased\n\n certain Gatos Securities (and/or sold put options on Gatos common stock). The Court directed that\n\n this Long-Form Notice be made available to Settlement Class Members to explain the Litigation,\n\n Settlement Class Members\u2019 legal rights, what benefits are available, who is eligible for them, and\n\n how to get them.\n\n Receipt of this Long-Form Notice does not mean that you are a Member of the\n\n Settlement Class or that you will be entitled to receive a payment. The Parties do not have\n\n access to your individual investment information. If you wish to be eligible for a payment,\n\n you are required to timely submit the Proof of Claim available at\n\n www.gatossecuritieslitigation.com.\n\n The Court in charge of the case is the United States District Court for the District of\n\n Colorado, and the case is known as Bilinsky v. Gatos Silver Inc. et al., No. 1:22-cv-00453-PAB-\n\n KLM. The individuals that sued, Bard Betz and Jude Sweidan, are called the Plaintiffs. Gatos and\n\n the individuals that the Plaintiffs sued, Stephen Orr, Roger Johnson, Philip Pyle, Janice Stairs, Ali\n\n Erfan, Igor Gonzales, Karl Hanneman, David Peat, Charles Hansard, and Daniel Mu\u00f1iz Quintanilla,\n\n are called the Defendants.\n\n 2. What Is This Lawsuit About?\n\n This case was brought as a class action alleging violations of \u00a7\u00a7 10(b) and 20(a) of the\n\n Securities Exchange Act of 1934 (the \u201cExchange Act\u201d) as well as \u00a7\u00a7 11 and 15 of the Securities Act\n\n of 1933 (the \u201cSecurities Act\u201d) on behalf of a class of all Persons and entities who either (i) during the\n -6-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 85-2 99filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 8 of\n pg 6732\n of 118\n\n\n\n\n Class Period (December 9, 2020 through January 25, 2022, both inclusive) purchased or otherwise\n\n acquired Gatos common stock listed on the NYSE, or, in domestic transactions, purchased or\n\n otherwise acquired publicly traded call options on Gatos common stock and/or sold publicly traded\n\n put options on Gatos common stock, and were damaged thereby; or (ii) purchased or otherwise\n\n acquired Gatos common stock pursuant or traceable to the 2020 Registration Statement or the 2021\n\n Registration Statement, in domestic transactions or on the NYSE, and were damaged thereby.\n\n Among other things, the Amended Complaint alleges violations of the Exchange Act and the\n\n Securities Act premised on certain statements and omissions that Plaintiffs claim were false or\n\n misleading because they, inter alia, reported mineral resource and mineral reserve estimates for\n\n Gatos\u2019 Cerro Los Gatos mine that were allegedly materially inflated at the time the statements were\n\n made without disclosing the allegedly materially inflated resources and reserves. Plaintiffs contend\n\n that these allegedly false and misleading statements and/or omissions artificially inflated Gatos\u2019\n\n stock price and when the alleged truth was eventually disclosed, the price of Gatos stock declined,\n\n resulting in substantial damages to the Settlement Class. Thus, Plaintiffs allege that Settlement Class\n\n Members overpaid for Gatos common stock (and traded in options on Gatos common stock at prices\n\n that allegedly were distorted by the allegedly inflated prices of Gatos common stock) during the\n\n relevant time period. Defendants have vigorously denied and continue to vigorously deny that they\n\n did anything wrong.\n\n 3. What Has Happened So Far in This Case?\n\n On February 22, 2022, the initial Class Action Complaint for Violations of the Securities\n\n Laws (the \u201cComplaint\u201d) was filed. On June 3, 2022, the Court entered an order appointing Bard\n\n Betz as Lead Plaintiff and approving Lead Plaintiff\u2019s selection of Bleichmar Fonti & Auld LLP as\n\n Lead Counsel.\n\n\n\n -7-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 85-2 99filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 9 of\n pg 6832\n of 118\n\n\n\n\n The operative complaint in the Litigation, Plaintiffs\u2019 Amended Class Action Complaint for\n\n Violations of the Securities Laws (the \u201cAmended Complaint\u201d), was filed on August 15, 2022. On\n\n October 14, 2022, Defendants moved to dismiss the Amended Complaint. Plaintiffs opposed the\n\n motion, which was fully briefed as of December 23, 2022.\n\n On April 13, 2023, the Parties submitted a Joint Motion to Stay Ruling on Defendants\u2019\n\n Motion to Dismiss that among other things asked that the Court stay any disposition on the pending\n\n motion to dismiss while the Parties considered a path forward for the Litigation. On April 26, 2023,\n\n the Court granted the Parties\u2019 Joint Motion and agreed to postpone a ruling on the motion to dismiss\n\n until on or after June 16, 2023.\n\n On June 13, 2023, the Parties participated in a full-day mediation session before Robert\n\n Meyer of JAMS. After arm\u2019s-length negotiations and the Parties\u2019 exchange of multiple demands and\n\n counteroffers, the same day, Mr. Meyer made a formal mediator\u2019s proposal that the case settle for\n\n $21 million. The Parties accepted the proposal and agreed to settle the Litigation for $21 million.\n\n 4. Why Is This a Class Action?\n\n In a class action, a class representative (in this case, the Court-appointed Lead Plaintiff Bard\n\n Betz) sues on behalf of people who have similar claims. Here, all these people are called the\n\n Settlement Class or Settlement Class Members. One court resolves the issues for all class members\n\n at the same time, except for those who timely and validly exclude themselves from the class (the\n\n process for which is described more fully in Question 14 below). Chief Judge Philip A. Brimmer is\n\n presiding over this class action.\n\n 5. Why Is There a Settlement?\n\n The Court did not decide in favor of Plaintiffs or Defendants. Instead, both sides agreed to a\n\n settlement. That way they avoid the cost and uncertainty of further litigation and a trial, and eligible\n\n Settlement Class Members who submit valid claims will receive compensation. Particularly in light\n\n -8-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-299filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 10\n pg 69\n of 32\n of 118\n\n\n\n\n of the possibility that continued litigation could result in no greater recovery than the Settlement\u2014or\n\n no recovery at all\u2014Plaintiffs and Lead Counsel believe the settlement is in the best interest of all\n\n Settlement Class Members.\n\n WHO IS IN THE SETTLEMENT\n\n To see if you will receive money from this Settlement, you first have to determine if you are\n\n a Settlement Class Member.\n\n 6. How Do I Know if I Am Part of the Settlement?\n\n The Settlement Class includes all Persons and entities who or which either (i) during the\n\n period from December 9, 2020 to January 25, 2022, both inclusive (the \u201cClass Period\u201d),\n\n purchased or otherwise acquired Gatos common stock listed on the NYSE, or, in domestic\n\n transactions, purchased or otherwise acquired publicly traded call options on Gatos common\n\n stock, and/or sold publicly traded put options on Gatos common stock, and were damaged thereby;\n\n or (ii) purchased or otherwise acquired Gatos common stock pursuant or traceable to the 2020\n\n Registration Statement or the 2021 Registration Statement, in domestic transactions or on the\n\n NYSE, and were damaged thereby. Certain Persons and entities are excluded from this definition,\n\n as described below.\n\n 7. What Are the Exceptions to Being Included?\n\n You are not a Settlement Class Member if you are a Defendant, a current or Class Period\n\n officer or director of the Company, a member of the immediate family or the legal representative,\n\n affiliate, heir, successor-in-interest, or assign of any such excluded person, any entity in which such\n\n excluded persons have or had a majority interest, or the Electrum Group, LLC. However, any\n\n \u201cInvestment Vehicle\u201d is not excluded from the Settlement Class. \u201cInvestment Vehicle\u201d means any\n\n investment company, pooled investment fund, or separately managed account (including, but not\n\n limited to, mutual fund families, exchange traded funds, funds of funds, private equity funds, real\n\n -9-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-299filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 11\n pg 70\n of 32\n of 118\n\n\n\n\n estate funds, hedge funds, and employee benefit plans) in which the Underwriter Defendants, or any\n\n of them, have, has, or may have a direct or indirect interest, or as to which its affiliates may serve as\n\n a fiduciary or act as an investment advisor, general partner, managing member, or in any other\n\n similar capacity, but in which any of the Underwriter Defendants alone or together, with its, his, or\n\n her respective affiliates, is not a majority owner or does not hold a majority beneficial interest. Also\n\n excluded from the Settlement Class are those Persons who timely and validly request exclusion from\n\n the Settlement Class pursuant to the requirements set by the Court.\n\n 8. I\u2019m Still Not Sure if I Am Included.\n\n If you are still not sure whether you are included, you can ask for free help. You can contact\n\n the Claims Administrator at www.gatossecuritieslitigation.com or by phone at 877-757-6172, or you\n\n can fill out and return the Proof of Claim described in Question 11, to see if you qualify.\n\n PLEASE DO NOT CALL THE COURT OR DEFENDANTS WITH QUESTIONS\n ABOUT THE SETTLEMENT\n\n THE SETTLEMENT BENEFITS \u2013 WHAT YOU GET\n\n 9. What Does the Settlement Provide?\n\n Gatos has agreed to cause to be paid $21 million in cash. This amount, plus any interest\n\n earned thereon, constitutes the Settlement Fund. The balance of this fund after payment of Court-\n\n approved attorneys\u2019 fees and expenses and any awards to Plaintiffs and the costs of claims\n\n administration, including the costs of distributing the Notice and the cost of publishing newspaper\n\n notice, and Taxes and Tax Expenses, is the \u201cNet Settlement Fund.\u201d The Net Settlement Fund will be\n\n divided among all eligible Settlement Class Members who send in timely and valid Proofs of Claim\n\n in accordance with the Plan of Allocation described below.\n\n 10. How Much Will My Payment Be?\n\n Your payment (if any) will depend on several things, including the total dollar amount of\n\n claims represented by the valid Proofs of Claim that Settlement Class Members submit; the number\n - 10 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-299filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 12\n pg 71\n of 32\n of 118\n\n\n\n\n of Gatos Securities you purchased or acquired; how much you paid for those securities; when you\n\n purchased or acquired them; and if and when you sold your Gatos Securities and for how much. The\n\n Claims Administrator will apply the Plan of Allocation (appended below as Appendix A) to\n\n calculate the amount of your Recognized Claim, and your payment (if any) will be a portion of the\n\n Net Settlement Fund equal to your Recognized Claim divided by the total of all Authorized\n\n Claimants\u2019 Recognized Claims.\n\n 11. How Will I Obtain a Payment?\n\n To qualify for payment, you must be an eligible Settlement Class Member, send in a timely\n\n and valid Proof of Claim, and properly document your claim as requested in the Proof of Claim. A\n\n Proof of Claim may be downloaded at www.gatossecuritieslitigation.com and is also available in\n\n paper form by contacting the Claims Administrator at www.gatossecuritieslitigation.com, by phone\n\n at 877-757-6172, or at Gatos U.S. Securities Litigation, P.O. Box 5768, Portland, OR 97228-5768.\n\n Read the instructions carefully, fill out the form, include all the documents the form asks for, sign it,\n\n and mail it such that it is postmarked no later than ______________, 2023, or submit it online by no\n\n later than _______, 2023. Proofs of Claim may be completed and submitted online at\n\n www.gatossecuritieslitigation.com.\n\n 12. When Will I Receive My Payment?\n\n The Court will hold a hearing on ______________, 2023, at __:__ _.m., to decide whether to\n\n approve the Settlement. If Chief Judge Brimmer approves the Settlement, there may be appeals. It\n\n is always uncertain whether these appeals can be resolved, and resolving them can take time. It also\n\n takes time for all the Proofs of Claim to be processed. Please be patient.\n\n 13. What Am I Giving Up to Receive a Payment or Stay in the Settlement Class?\n\n Unless you timely and validly exclude yourself, you are a Settlement Class Member, and that\n\n means that you cannot sue, continue to sue, or be part of any other lawsuit against the Defendants or\n\n - 11 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-299filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 13\n pg 72\n of 32\n of 118\n\n\n\n\n any of their Related Parties about the Released Claims in this case. It also means that all of the\n\n Court\u2019s orders, including a judgment (\u201cJudgment\u201d) dismissing the Litigation with prejudice on the\n\n merits, will apply to you and legally bind you and you will release all Released Claims in this case\n\n against the Defendants and their Related Parties.\n\n \u201cReleased Claims\u201d means any and all claims (including Unknown Claims as defined below),\n\n rights, demands, losses, suits, debts, obligations, damages, judgments, controversies, liabilities, or\n\n causes of action of every nature and description whatsoever, in law, equity, or otherwise (including,\n\n but not limited to, any claims for damages, interest, attorneys\u2019 fees, expert or consulting fees, and\n\n any other costs, expenses, or liabilities whatsoever), whether asserted or unasserted, accrued or\n\n unaccrued, fixed or contingent, whether arising under federal, state, local, common, or foreign law,\n\n or any other law, rule, or regulation, whether class or individual in nature, to the fullest extent that\n\n the law permits their release in this Litigation against any of the Defendants or their Related Parties,\n\n which arise out of, are based on, or relate to both: (i) the allegations, acts, transactions, facts, events,\n\n matters, occurrences, disclosures, statements, filings, events, representations, or omissions involved,\n\n set forth, alleged, or referred to in the Complaint, Amended Complaint, or the Litigation, or which\n\n could have been alleged in the Litigation; and (ii) the purchase, sale, holding, or other acquisition,\n\n disposition, or holding of Gatos Securities, whether on the NYSE or otherwise within the United\n\n States, between October 28, 2020 and January 25, 2022, both inclusive. Released Claims also\n\n include any and all claims (including Unknown Claims as defined below), rights, demands, losses,\n\n suits, debts, obligations, damages, judgments, controversies, liabilities, or causes of action of every\n\n nature and description whatsoever, in law, equity, or otherwise (including, but not limited to, any\n\n claims for damages, interest, attorneys\u2019 fees, expert or consulting fees, and any other costs, expenses,\n\n or liabilities whatsoever), whether asserted or unasserted, accrued or unaccrued, fixed or contingent,\n\n whether arising under federal, state, local, common, or foreign law, or any other law, rule, or\n\n - 12 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-299filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 14\n pg 73\n of 32\n of 118\n\n\n\n\n regulation, whether class or individual in nature, which arise out of, are based on, or relate to the\n\n institution, prosecution, or settlement of the Litigation or the Released Claims against Defendants or\n\n their Related Parties. Released Claims shall not include claims to enforce the Settlement. For\n\n avoidance of doubt and without limitation to other claims or potential claims not released hereby,\n\n Released Claims do not include any breach of fiduciary duty, unjust enrichment, or waste claims by\n\n or on behalf of Gatos against the Individual Defendants or other individuals, which claims are\n\n referenced in or may arise from the litigation demand sent by Kathleen Marcus on April 27, 2023.\n\n \u201cUnknown Claims\u201d means collectively (i) any Released Claims that Plaintiffs or Settlement\n\n Class Members do not know or suspect to exist in his, her, or its favor at the time of the release of\n\n the Released Parties which, if known by him, her, or it, might have affected such Settlement Class\n\n Member\u2019s settlement or decisions with respect to the Settlement, including, but not limited to, the\n\n release of the Released Parties or the decision not to object to or opt out of this Settlement; and (ii)\n\n any Released Claims that Defendants and their Related Parties do not know or suspect to exist in his,\n\n her, or its favor at the time of the release, which, if known by him, her, or it, might have affected his,\n\n her, or its settlement with and release of Plaintiffs, Plaintiffs\u2019 Counsel, and/or Settlement Class\n\n Members. With respect to any and all Released Claims, the Parties stipulate and agree that, upon the\n\n Effective Date, Plaintiffs, Defendants, and Defendants\u2019 Related Parties shall expressly waive, and\n\n each of the Settlement Class Members shall be deemed to have waived, and by operation of the\n\n Judgment shall have expressly waived, any and all provisions, rights, and benefits conferred by the\n\n law of any state or territory or other jurisdiction or principle of common law or foreign law that is\n\n similar, comparable, or equivalent to California Civil Code \u00a7 1542, which provides:\n\n A general release does not extend to claims that the creditor or releasing party\n does not know or suspect to exist in his or her favor at the time of executing the\n release and that, if known by him or her, would have materially affected his or\n her settlement with the debtor or released party.\n\n\n - 13 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-299filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 15\n pg 74\n of 32\n of 118\n\n\n\n\n Plaintiffs, Settlement Class Members, Defendants, and Defendants\u2019 Related Parties may\n\n hereafter discover facts in addition to or different from those which he, she, they, or it now knows or\n\n believes to be true with respect to the subject matter of the Released Claims, but Plaintiffs,\n\n Defendants, and Defendants\u2019 Related Parties shall expressly fully, finally, and forever settle and\n\n release, and each Settlement Class Member, upon the Effective Date, shall be deemed to have, and\n\n by operation of the Judgment shall have, fully, finally, and forever settled and released, any and all\n\n Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent,\n\n whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of\n\n law or equity now existing or coming into existence in the future, including, but not limited to,\n\n conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule,\n\n without regard to the subsequent discovery or existence of such different or additional facts.\n\n Plaintiffs, Defendants, and Defendants\u2019 Related Parties acknowledge, and Settlement Class Members\n\n shall be deemed by operation of law (including by operation of the Judgment) to have\n\n acknowledged, that the foregoing waiver was separately bargained for and is a key element of the\n\n Settlement.\n\n \u201cReleased Parties\u201d means each and all of Defendants, each and all of their respective\n\n Related Parties, Plaintiffs, Settlement Class Members, and Plaintiffs\u2019 Counsel.\n\n \u201cRelated Parties\u201d means each of a Defendant\u2019s past or present directors, officers,\n\n employees, partners, insurers, co-insurers, reinsurers, principals, controlling shareholders, members,\n\n agents, administrators, attorneys, accountants, auditors, bankers, underwriters, investment advisors,\n\n personal or legal representatives, predecessors, successors, direct and/or indirect parents,\n\n subsidiaries, divisions, joint ventures, partnerships, limited liability companies, affiliates, assigns,\n\n spouses, heirs, estates, related or affiliated entities, any entity in which a Defendant has a majority\n\n interest, any member of a Defendant\u2019s immediate family, any trust of which a Defendant is the\n\n - 14 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-299filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 16\n pg 75\n of 32\n of 118\n\n\n\n\n settlor or which is for the benefit of a Defendant and/or any member of a Defendant\u2019s immediate\n\n family, and any entity in which a Defendant and/or any member of a Defendant\u2019s immediate family\n\n has or had a majority interest (directly or indirectly).\n\n \u201cPlaintiffs\u2019 Counsel\u201d means Lead Counsel Bleichmar Fonti & Auld LLP; Wheeler Trigg\n\n O\u2019Donnell LLP; and The Schall Law Firm.\n\n The Judgment will also provide that upon the Effective Date, without any further action by\n\n anyone, Plaintiffs and each of the Settlement Class Members shall be deemed to have, and by\n\n operation of the Judgment shall have, fully, finally, and forever released, relinquished, compromised,\n\n settled, resolved, waived, discharged, and dismissed on the merits with prejudice all Released Claims\n\n (including, without limitation, Unknown Claims) against Defendants and their Related Parties,\n\n whether or not such Settlement Class Member executes and delivers a Proof of Claim or participates\n\n in the Settlement Fund. It is an important element of the Defendants\u2019 participation in the Settlement,\n\n which Plaintiffs have acknowledged, that Defendants and their Related Parties obtain the fullest\n\n possible legally enforceable release from further liability to any Settlement Class Member relating to\n\n the Released Claims, and it is the intention of the Parties that all further liability of the Defendants\n\n and each of their Related Parties relating to the Released Claims hereby be eliminated. These\n\n releases and waivers were separately bargained for and are essential elements of the Stipulation and\n\n the Settlement.\n\n Moreover, upon the Effective Date, Plaintiffs and all Settlement Class Members, and anyone\n\n claiming through or on behalf of any of them, will be forever barred and enjoined from commencing,\n\n instituting, or continuing to prosecute any action or proceeding in any court of law or equity,\n\n arbitration tribunal, administrative forum, or other forum of any kind, asserting any of the Released\n\n Claims against any of the Defendants and their Related Parties, and each of them.\n\n\n\n - 15 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-299filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 17\n pg 76\n of 32\n of 118\n\n\n\n\n EXCLUDING YOURSELF FROM THE SETTLEMENT\n\n If you do not want to participate in this Settlement, and you want to keep the right to sue or\n\n continue to sue the Defendants or any of their Related Parties on your own for the Released Claims\n\n in this case, then you must take steps to get out of the Settlement Class. This is called excluding\n\n yourself or is sometimes referred to as opting out of the Settlement Class.\n\n If you are requesting exclusion because you want to bring your own lawsuit based on\n\n the matters alleged in this Litigation, you may want to consult an attorney and discuss whether\n\n any individual claim that you may wish to pursue would be time-barred by the applicable\n\n statutes of limitation or repose.\n\n If you are excluded from the Settlement Class and pursue your own individual action,\n\n you may also have to produce information and/or documents upon the Defendants\u2019 request (a\n\n process known as \u201cdiscovery\u201d), which could include, but not be limited to, providing testimony\n\n under oath.\n\n 14. How Do I Get Out of the Settlement Class?\n\n To exclude yourself from the Settlement Class, you must submit a written request for\n\n exclusion to the Claims Administrator online at www.gatossecuritieslitigation.com or by mail to the\n\n following address:\n\n Gatos U.S. Securities Litigation\n P.O. Box 5768\n Portland, OR 97228-5768\n\n You cannot exclude yourself by telephone or email. Your request for exclusion must state\n\n that you want to be excluded from Bilinsky v. Gatos Silver Inc. et al., No. 1:22-cv-00453-PAB-\n\n KLM, and must: (i) include your or an entity\u2019s name, address, and telephone number; (ii) state that\n\n you or the entity wish to be \u201cexcluded from the Settlement Class\u201d in this Litigation; (iii) include\n\n proof (such as stockbroker confirmation slips, stockbroker statements, or other documents)\n\n - 16 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-299filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 18\n pg 77\n of 32\n of 118\n\n\n\n\n adequately evidencing the date(s), price(s), and number(s) of all Gatos Securities purchased and/or\n\n sold during the Class Period or purchased or acquired pursuant or traceable to the 2020 Registration\n\n Statement or the 2021 Registration Statement; and (iv) be signed by you or the entity requesting\n\n exclusion or their authorized representative (accompanied by proof of authorization). No request for\n\n exclusion will be considered valid unless it is timely and provides all of the information described\n\n above.\n\n Your exclusion request must be submitted online or received by the Claims\n\n Administrator no later than ______________, 2023.\n\n Do not submit a request for exclusion as well as an objection and/or Proof of Claim. If you\n\n do so, your objection and/or Proof of Claim will be disregarded and you will be excluded from the\n\n Settlement Class.\n\n 15. If I Do Not Exclude Myself, Can I Sue the Defendants for the Same Thing Later?\n\n No. Unless you timely and validly exclude yourself, you give up any right to sue the\n\n Defendants and their Related Parties for the Released Claims in this Settlement. If you have a\n\n pending lawsuit against any of these parties, including the Defendants, speak to your lawyer in that\n\n case immediately. Remember, the exclusion deadline is ______________, 2023.\n\n 16. If I Exclude Myself, Can I Receive Money From This Settlement?\n\n No. If you exclude yourself, you are not a Settlement Class Member and cannot submit a\n\n Proof of Claim.\n\n THE LAWYERS REPRESENTING YOU\n\n 17. Do I Have a Lawyer in This Case?\n\n The Court appointed the law firm of Bleichmar Fonti & Auld LLP to represent you and other\n\n Settlement Class Members. These lawyers are called Lead Counsel. You will not be directly\n\n charged for these lawyers. They will be paid from the Settlement Fund to the extent the Court\n\n - 17 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-299filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 19\n pg 78\n of 32\n of 118\n\n\n\n\n approves their application for fees and expenses. If you want to be represented by your own lawyer,\n\n you may hire one at your own expense.\n\n 18. How Will the Lawyers Be Paid?\n\n Lead Counsel will ask the Court for attorneys\u2019 fees not to exceed 28% of the Settlement\n\n Amount, and for expenses in an amount not to exceed $325,000, plus interest that is incurred on\n\n these amounts at the same rate as earned by the Settlement Fund. Such sums as may be approved by\n\n the Court will be paid from the Settlement Fund.\n\n The attorneys\u2019 fees and expenses requested will be the only payment to Lead Counsel for its\n\n efforts in achieving this Settlement and for its risk in undertaking this representation on a wholly\n\n contingent basis. Lead Counsel has committed a substantial amount of time and significant expenses\n\n in litigating this case for the benefit of the Settlement Class. To date, Lead Counsel has not been\n\n paid for its services in conducting this Litigation on behalf of Plaintiffs and the Settlement Class, nor\n\n for its expenses. The fees requested will compensate counsel for its work in achieving the\n\n Settlement Fund for the benefit of the Settlement Class.\n\n OBJECTING TO THE SETTLEMENT\n\n You can tell the Court that you do not agree with the Settlement or some part of it.\n\n 19. How Do I Tell the Court That I Do Not Like the Settlement?\n\n If you are a Settlement Class Member, you can object to the Settlement if you do not like any\n\n part of it, including the Plan of Allocation and the request for attorneys\u2019 fees or expenses. You can\n\n state the reasons why you think the Court should not approve it. The Court will consider your views.\n\n To object, you must send a letter saying that you object to the Settlement in Bilinsky v. Gatos Silver\n\n Inc. et al., No. 1:22-cv-00453-PAB-KLM, which must (1) include the objector\u2019s name, address, and\n\n telephone number; (2) provide documentation establishing the objector\u2019s membership in the\n\n Settlement Class, including documents showing the type and number of Gatos Securities purchased,\n\n - 18 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-299filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 20\n pg 79\n of 32\n of 118\n\n\n\n\n acquired, and sold during the Class Period or purchased or acquired pursuant or traceable to the 2020\n\n Registration Statement or the 2021 Registration Statement, as well as the dates and prices of each\n\n such purchase, acquisition, and sale; (3) contain a statement of reasons for the objection, including\n\n whether it applies only to the objector, to a specific subset of the Settlement Class, or to the entire\n\n Settlement Class; (4) identify any other class action settlement(s) in which the objector or the\n\n objector\u2019s attorney has objected; (5) include copies of any papers or other documents upon which the\n\n objection is based; and (6) include the objector\u2019s signature, even if represented by counsel. Unless\n\n otherwise ordered by the Court, any Settlement Class Member who does not object in the manner\n\n described in this Notice will be deemed to have waived any objection and will be foreclosed from\n\n making any objection to the proposed Settlement, the Plan of Allocation, and/or Lead Counsel\u2019s Fee\n\n and Expense Application.\n\n Any objection must be mailed or delivered such that it is received by each of the following\n\n (not simply postmarked) no later than ______________, 2023:\n\n Court:\n Clerk of the Court\n UNITED STATES DISTRICT COURT\n DISTRICT OF COLORADO\n Alfred A. Arraj United States Courthouse\n 901 19th Street\n Denver, CO 80294\n Lead Counsel\n Joseph A. Fonti\n BLEICHMAR FONTI & AULD LLP\n Times Square Tower\n 7 Times Square, 27th Floor\n New York, NY 10036\n Emailed copy to gatossettlement@bfalaw.com\n Counsel for Gatos and the Individual Defendants:\n Michael S. Flynn\n DAVIS POLK & WARDWELL LLP\n 450 Lexington Avenue\n New York, NY 10017\n - 19 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-299filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 21\n pg 80\n of 32\n of 118\n\n\n\n\n Counsel for the Underwriter Defendants:\n Audra J. Soloway\n PAUL, WEISS, RIFKIND, WHARTON &\n GARRISON LLP\n 1285 Avenue of the Americas\n New York, NY 10019\n Unless the Court orders otherwise, any Settlement Class Member who does not object in the manner\n\n described above will be deemed to have waived any objection and shall be forever foreclosed from\n\n making any objection to any aspect of the proposed Settlement, the proposed Plan of Allocation, or\n\n Lead Counsel\u2019s request for an award of attorneys\u2019 fees and expenses. Settlement Class Members do\n\n not need to appear at the Final Approval Hearing or take any other action to indicate their approval.\n\n 20. What\u2019s the Difference Between Objecting and Excluding?\n\n Objecting is simply telling the Court that you do not like something about the Settlement.\n\n You can object only if you stay in the Settlement Class. Excluding yourself is telling the Court that\n\n you do not want to be part of the Settlement Class. If you exclude yourself, you have no basis to\n\n object because the case no longer affects you.\n\n THE COURT\u2019S FAIRNESS HEARING\n\n The Court will hold a hearing to decide whether to approve the Settlement. You may attend\n\n and you may ask to speak, but you do not have to.\n\n 21. When and Where Will the Court Decide Whether to Approve the Settlement?\n\n The Court will hold a fairness hearing at __:__ _.m., on ____________, 2023, at the Alfred\n\n A. Arraj United States Courthouse, in Courtroom A701, 901 19th Street, Denver, Colorado. At this\n\n hearing the Court will consider whether the Settlement is fair, reasonable, and adequate, consider\n\n any objections, and listen to people who have asked to speak at the hearing.4 The Court may move\n\n\n 4\n The papers in support of approval of the Settlement, the Plan of Allocation, and Lead Counsel\u2019s Fee\n and Expense Application will be submitted to the Court no later than [thirty-five (35) calendar days] before\n the fairness hearing, and posted on the Settlement website, www.gatossecuritieslitigation.com.\n\n - 20 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-299filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 22\n pg 81\n of 32\n of 118\n\n\n\n\n the date or time of the fairness hearing to a later date and/or time without further written notice to\n\n you. If the date or time of the fairness hearing is changed, the new date and/or time will be posted at\n\n www.gatossecuritieslitigation.com.\n\n 22. Do I Have to Come to the Hearing?\n\n No. Lead Counsel will answer any questions the Court may have, and Settlement Class\n\n Members do not need to appear at the hearing or take any other action to indicate their approval. If\n\n you send an objection or statement in support of the settlement, you are not required to go to Court\n\n to discuss it; you may pay your own lawyer to attend, or attend at your own expense, but you are not\n\n required to do so.\n\n 23. May I Speak at the Hearing?\n\n If you have timely filed an objection, you may ask the Court for permission to speak at the\n\n fairness hearing. To do so, your written objection must (in addition to the information specified in\n\n Question 19 above) state your intention to appear at the hearing, and must include the identity of any\n\n witnesses you may call to testify and copies of any exhibits you intend to introduce into evidence at\n\n the fairness hearing. You cannot speak at the hearing if you exclude yourself from the Settlement\n\n Class.\n\n IF YOU DO NOTHING\n\n 24. What Happens If I Do Nothing at All?\n\n If you do nothing, you will be a Settlement Class Member. However, you will not receive\n\n any money from this Settlement unless you submit a Proof of Claim. Unless you exclude yourself,\n\n you won\u2019t be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against\n\n the Defendants or their Related Parties about the Released Claims.\n\n\n\n\n - 21 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-299filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 23\n pg 82\n of 32\n of 118\n\n\n\n\n GETTING MORE INFORMATION\n\n 25. How Do I Get More Information?\n\n This Long-Form Notice summarizes the proposed Settlement and does not describe all of the\n\n details of the Settlement. More details are in the Stipulation dated July 13, 2023. You can obtain a\n\n copy of the Stipulation by going to www.gatossecuritieslitigation.com or by calling or writing the\n\n Claims Administrator at 877-757-6172 or Gatos U.S. Securities Litigation, P.O. Box 5768, Portland,\n\n OR 97228-5768; by contacting Lead Counsel at gatossettlement@bfalaw.com, Joseph A. Fonti,\n\n Bleichmar Fonti & Auld LLP, Times Square Tower, 7 Times Square, 27th Floor, New York, NY\n\n 10036, (888) 879-9418; or by visiting the Clerk\u2019s office at the United States District Court for the\n\n District of Colorado, Alfred A. Arraj United States Courthouse, 901 19th Street, Denver, Colorado\n\n 80294, during regular business hours.\n\n DO NOT TELEPHONE THE DEFENDANTS OR THE COURT\n\n REGARDING THIS NOTICE\n\n If you have questions about the Settlement, you can contact the Claims Administrator by\n\n going to www.gatossecuritieslitigation.com, calling 877-757-6172, or writing to Gatos U.S.\n\n Securities Litigation, P.O. Box 5768, Portland, OR 97228-5768 or contact Lead Counsel at\n\n gatossettlement@bfalaw.com, Joseph A. Fonti, Bleichmar Fonti & Auld LLP, Times Square Tower,\n\n 7 Times Square, 27th Floor, New York, NY 10036, (888) 879-9418.\n\n\n APPENDIX A \u2013 PLAN OF ALLOCATION OF NET SETTLEMENT FUND\n\n 1. In developing the Plan of Allocation, Plaintiffs\u2019 damages consulting expert calculated the\n estimated amount of artificial inflation in the per share closing price of Gatos common\n stock and Gatos call options, and calculated the estimated amount of artificial deflation in\n the per share closing price of Gatos put options (together, \u201cGatos Securities\u201d), which\n allegedly was proximately caused by Defendants\u2019 alleged false and misleading statements\n and material omissions.\n 2. The calculations made pursuant to this Plan of Allocation are not intended to be estimates\n of, or indicative of, the amounts that Settlement Class Members might have been able to\n recover after a trial. Nor are the calculations pursuant to the Plan of Allocation intended\n - 22 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-299filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 24\n pg 83\n of 32\n of 118\n\n\n\n\n to be estimates of the amounts that will be paid to Authorized Claimants pursuant to the\n Settlement. The computations under the Plan of Allocation are only a method to weigh\n the claims of Authorized Claimants against one another for the purposes of making pro\n rata allocations of the Net Settlement Fund.\n 3. A \u201cRecognized Loss Amount\u201d will be calculated as set forth below (i) under the Exchange\n Act for each purchase of Gatos common stock between December 9, 2020 and January 25,\n 2022, both dates inclusive (the \u201cClass Period\u201d); (ii) under the Securities Act for certain\n purchases of Gatos common stock between October 28, 2020 and August 18, 2021 (both\n dates inclusive); and (iii) under the Exchange Act for each purchase of Gatos call options and\n each sale of Gatos put options during the Class Period, in each case to the extent that such\n transactions are listed in the Claim Form and for which adequate documentation is provided.\n To the extent that the calculation of a Recognized Loss Amount results in a negative number,\n that number shall be set to zero.\n 4. The Recognized Loss Amount for each qualifying purchase or acquisition of Gatos\n common stock is the greater of (a) the Securities Act Recognized Loss Amount\n calculated below, or (b) the Exchange Act Recognized Loss Amount calculated below.\n\n I. Securities Act Recognized Loss Amount Calculations\n\n 5. For shares of Gatos common stock purchased or acquired in or traceable to the 2020\n Registration Statement for the October 28, 2020 Initial Public Offering of Gatos common\n stock (the \u201cIPO\u201d) in a domestic transaction or on the NYSE, and:5\n a. sold prior to January 26, 2022, the Securities Act Recognized Loss Amount shall\n be zero.\n b. sold from January 26, 2022 through February 21, 2022, the Securities Act\n Recognized Loss Amount shall be the lesser of: (i) the purchase price per share\n (not to exceed the offering price of $7.00) minus the sale price; or (ii) $6.90.\n c. sold from February 22, 20226 through [the mailing date of the Notice], the\n Securities Act Recognized Loss Amount shall be the lesser of: (i) the purchase\n price per share (not to exceed the offering price of $7.00) minus the sale price per\n share (not to be less than $3.18, the closing price on the date the lawsuit was\n filed); or (ii) $6.90.\n d. held as of the closing on [the mailing date of the Notice], the Securities Act\n Recognized Loss Amount shall be the lesser of: (i) the purchase price per share\n (not to exceed the offering price of $7.00) minus $3.18, the closing price on the\n date the lawsuit was filed; or (ii) $6.90.\n\n\n\n\n 5\n Purchases and acquisitions of Gatos common stock will be considered to have been made in or traceable to\n the IPO only if they occurred between October 28, 2020 and July 14, 2021, both dates inclusive.\n 6\n February 22, 2022, the date of filing of the initial Section 11 complaint in the Action, is the date of suit.\n\n - 23 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-299filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 25\n pg 84\n of 32\n of 118\n\n\n\n\n 6. For shares of Gatos common stock purchased or acquired in or traceable to the 2021\n Registration Statement for the July 15, 2021 Secondary Public Offering of Gatos\n common stock (the \u201cSPO\u201d) in a domestic transaction or on the NYSE, and:7\n a. sold prior to January 26, 2022, the Securities Act Recognized Loss Amount shall\n be zero.\n b. sold from January 26, 2022 through February 21, 2022, the Securities Act\n Recognized Loss Amount shall be the lesser of: (i) the offering price of $14.00\n minus the sale price; or (ii) $6.90.\n c. sold from February 22, 20228 through [the mailing date of the Notice], the\n Securities Act Recognized Loss Amount shall be the lesser of: (i) the offering\n price of $14.00 minus the sale price (not to be less than $3.18, the closing price on\n the date the lawsuit was filed); or (ii) $6.90.\n d. held as of the closing on [the mailing date of the Notice], the Securities Act\n Recognized Loss Amount shall be the lesser of: (i) the offering price of $14.00\n minus $3.18, the closing price on the date the lawsuit was filed; or (ii) $6.90.\n 7. To reflect the differences in the standard of proof under Securities Act claims and\n Exchange Act claims, the Securities Act Recognized Loss Amounts calculated in the\n previous paragraphs shall be multiplied by 1.10.\n\n II. Exchange Act Recognized Loss Amount Calculations\n\n 8. In order to have recoverable damages under the Exchange Act, the disclosure of the\n allegedly misrepresented information must be the cause of the removal of artificial\n inflation (or deflation) from Gatos Securities. In this case, Plaintiffs allege that\n Defendants made false statements and omitted material facts during the Class Period,\n which had the effect of artificially inflating the price of Gatos common stock and call\n options and deflating the price of Gatos put options. Plaintiffs further allege that\n corrective information was released to the market on January 25, 2022 (after market\n close), which removed artificial inflation (artificial deflation) from the share prices of\n Gatos Securities on January 26, 2022.\n 9. Exchange Act Recognized Loss Amounts are based primarily on the difference in the\n amount of alleged artificial inflation (deflation) in the prices of Gatos Securities at the\n\n 7\n Purchases and acquisitions of Gatos common stock will be considered to have been made in or traceable to\n the SPO only if they occurred between July 15, 2021 and August 18, 2021 (both dates inclusive), and were\n made (i) at the SPO offering price of $14.00 and/or (ii) directly from an underwriter for the SPO (BMO\n Capital Markets Corp., Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, Canaccord Genuity Corp.,\n and CIBC World Markets Corp.). Claimants must provide adequate documentation of these conditions.\n\n Gatos\u2019s Q32021 Form 10-Q states: \u201cOn July 19, 2021, the Company completed a public offering of 8,930,000\n shares of common stock at a price of $14.00 per share . . . . On August 18, 2021, the Company issued an\n additional 286,962 shares of common stock at a price of $14.00 per share, through the exercise of the over-\n allotment option . . . .\u201d\n 8\n As stated in footnote 6, February 22, 2022, the date of filing of the initial Section 11 complaint in the\n Action, is the date of suit.\n\n - 24 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-299filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 26\n pg 85\n of 32\n of 118\n\n\n\n\n time of purchase or acquisition and at the time of sale, not to exceed the difference\n between the actual purchase/acquisition price and sale price.\n\n A. Common Stock Calculations\n\n 10. For each share of Gatos common stock purchased or otherwise acquired on the NYSE\n from December 9, 2020 through and including January 25, 2022, and:\n a. sold before January 26, 2022, the Exchange Act Recognized Loss Amount will be\n zero.\n b. sold from January 26, 2022 through and including the close of trading on April\n 25, 2022, the Exchange Act Recognized Loss Amount will be the least of: (i)\n $6.90; (ii) the purchase/acquisition price minus the sale price; or (iii) the\n purchase/acquisition price minus the average closing price between January 26,\n 2022 and the date of sale as stated in Table A below.\n c. held as of the close of trading on April 25, 2022, the Exchange Act Recognized\n Loss Amount will be the lesser of: (i) $6.90; or (ii) the purchase/acquisition price\n minus $4.04.9\n\n\n\n\n 9\n Pursuant to Section 21D(e)(1) of the Exchange Act, \u201cin any private action arising under this title in which\n the plaintiff seeks to establish damages by reference to the market price of a security, the award of damages to\n the plaintiff shall not exceed the difference between the purchase or sale price paid or received, as\n appropriate, by the plaintiff for the subject security and the mean trading price of that security during the 90-\n day period beginning on the date on which the information correcting the misstatement or omission that is the\n basis for the action is disseminated to the market.\u201d Consistent with the requirements of the Exchange Act,\n Recognized Loss Amounts are reduced to an appropriate extent by taking into account the closing prices of\n Gatos common stock during the \u201c90-day look-back period,\u201d January 26, 2022 through and including April 25,\n 2022. The mean (average) closing price for Gatos common stock during this 90-day look-back period was\n $4.04.\n\n - 25 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-299filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 27\n pg 86\n of 32\n of 118\n\n\n\n\n B. Options Calculations\n\n 11. Exchange-traded options are traded in units called \u201ccontracts,\u201d which entitle the holder to\n buy (in the case of a call option) or sell (in the case of a put option) 100 shares of the\n underlying security, which in this case is Gatos common stock. Throughout this Plan of\n Allocation, all price quotations of exchange-traded options are per share of the\n underlying security (i.e., 1/100 of a contract).\n 12. Each option contract specifies a strike price and an expiration date. Contracts with the\n same strike price and expiration date are referred to as a \u201cseries.\u201d Under the Plan of\n Allocation, the dollar artificial inflation per share (i.e., 1/100 of a contract) for each series\n of Gatos call options and the dollar artificial deflation per share (i.e., 1/100 of a contract)\n for each series of Gatos put options has been calculated by Plaintiffs\u2019 damages consulting\n expert.\n 13. Table B sets forth the dollar artificial inflation per share in Gatos call options during the\n Class Period. Table C sets forth the dollar artificial deflation per share in Gatos put\n options during the Class Period. Tables B and C list only series of Gatos options that had\n open interest on the alleged corrective disclosure date, had reported trading volume\n during the Class Period, and expired on or after corrective disclosure date. Any option\n position that was closed or expired prior to the market reaction to the alleged corrective\n disclosure has a Recognized Loss of zero.\n 14. For each exchange-traded Gatos call option purchased or acquired in domestic\n transactions from December 9, 2020 through and including January 25, 2022, and:\n A. closed (through sale, exercise, or expiration) prior to January 26, 2022, the\n Recognized Loss Amount for each such share shall be zero.\n B. open as of the close of trading on January 25, 2022, the Recognized Loss Amount for\n each such share shall be the lesser of:\n 1. the dollar artificial inflation applicable to each such share on the date of\n purchase/acquisition as set forth in Table B below; or\n 2. the actual purchase/acquisition price of each such share minus the closing\n price on January 26, 2022 (i.e., the \u201cHolding Price\u201d) as set forth in Table B\n below.\n 15. For each exchange-traded Gatos put option sold (written) in domestic transactions from\n December 9, 2020 through and including January 25, 2022, and:\n A. closed (through purchase, exercise, or expiration) prior to January 26, 2022, the\n Recognized Loss Amount for each such share shall be zero.\n B. open as of the close of trading on January 25, 2022, the Recognized Loss Amount for\n each such share shall be the lesser of:\n 1. the dollar artificial deflation applicable to each such share on the date of sale\n (writing) as set forth in Table C below; or\n 2. the closing price on January 26, 2022 (i.e., the \u201cHolding Price\u201d) as set forth in\n Table C below minus the sale (writing) price.\n\n\n - 26 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-299filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 28\n pg 87\n of 32\n of 118\n\n\n\n\n ADDITIONAL PROVISIONS\n\n 16. Calculation of Claimant\u2019s \u201cRecognized Claim\u201d: A claimant\u2019s \u201cRecognized Claim\u201d will\n be the sum of his, her, or its Recognized Loss Amounts as calculated above with respect to\n Gatos common stock, call options, and put options. As stated above, the Recognized Loss\n Amount for each purchase or acquisition of Gatos common stock during the Class Period is\n the greater of the Securities Act Recognized Loss Amount (if any) or (b) the Exchange Act\n Recognized Loss Amount (if any).\n 17. FIFO Matching: If a Class Member made more than one purchase/acquisition or sale of a\n Gatos Security during the Class Period, all purchases/acquisitions and sales will be matched\n on a First-In, First-Out (\u201cFIFO\u201d) basis. For Gatos common stock, sales after October 28,\n 2020 will be matched first against any holdings at October 28, 2020 and then against\n purchases/acquisitions in chronological order, beginning with the earliest\n purchase/acquisition made after October 28, 2020. For Gatos call options, Class Period sales\n will be matched first against any holdings at the beginning of the Class Period and then\n against purchases/acquisitions in chronological order, beginning with the earliest\n purchase/acquisition made during the Class Period. For Gatos put options, purchases made\n during the Class Period will be matched first to close positions open as of the beginning of\n the Class Period and then against put options sold (written) in chronological order, beginning\n with the earliest put options sold (written) during the Class Period.\n 18. \u201cPurchase/Sale\u201d Dates: Purchases or acquisitions and sales of Gatos Securities will be\n deemed to have occurred on the \u201ccontract\u201d or \u201ctrade\u201d date as opposed to the \u201csettlement\u201d or\n \u201cpayment\u201d date. The receipt or grant by gift, inheritance, or operation of law of Gatos\n Securities shall not be deemed a purchase, acquisition, or sale of Gatos Securities for the\n calculation of a claimant\u2019s Recognized Loss Amount, nor shall the receipt or grant be\n deemed an assignment of any claim relating to the purchase/acquisition/sale of Gatos\n Securities unless (i) the donor or decedent purchased or otherwise acquired or sold those\n Gatos Securities between October 28, 2020 and January 25, 2022 (both dates inclusive); (ii)\n the instrument of gift or assignment specifically provides that it is intended to transfer such\n rights; and (iii) no Claim was submitted by or on behalf of the donor, on behalf of the\n decedent, or by anyone else with respect to such shares of Gatos Securities.\n 19. Short Sales: In accordance with the Plan of Allocation, the Recognized Loss Amount on\n any portion of a transaction that matches against (or \u201ccovers\u201d) a \u201cshort sale\u201d is zero. The\n Recognized Loss Amount on a \u201cshort sale\u201d that is not covered is also zero.\n 20. In the event that a claimant has an opening short position in Gatos common stock at the start\n of the Class Period, the earliest Class Period purchases or acquisitions shall be matched\n against such opening short position in accordance with the FIFO matching described above\n and any portion of such purchases or acquisition that covers such short sales will not be\n entitled to recovery. In the event that a claimant newly establishes a short position during\n the Class Period, the earliest subsequent Class Period purchase or acquisition shall be\n matched against such short position on a FIFO basis and will not be entitled to a recovery.\n 21. If a claimant has \u201cwritten\u201d Gatos call options, thereby having a short position in the call\n options, the date of covering such a written position is deemed to be the date of purchase or\n acquisition of the call option. The date on which the call option was written is deemed to be\n the date of sale of the call option. In accordance with the Plan of Allocation, the earliest\n purchases or acquisitions of like call options during the Class Period shall be matched\n - 27 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-299filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 29\n pg 88\n of 32\n of 118\n\n\n\n\n against such short positions in accordance with the FIFO matching described above and any\n portion of such purchases or acquisitions that cover such short positions will not be entitled\n to recovery.\n 22. If a claimant has purchased or acquired Gatos put options, thereby having a long position in\n the put options, the date of purchase/acquisition is deemed to be the date of\n purchase/acquisition of the put option. The date on which the put option was sold, exercised,\n or expired is deemed to be the date of sale of the put option. In accordance with the Plan of\n Allocation, the earliest sales or dispositions of like put options during the Class Period shall\n be matched against such long positions in accordance with the FIFO matching described\n above and any portion of the sales that cover such long positions shall not be entitled to a\n recovery.\n 23. Common Stock Purchased/Sold Through the Exercise of Options: With respect to Gatos\n common stock purchased or sold through the exercise of an option, the purchase/sale date of\n the common stock is the exercise date of the option and the purchase/sale price is the\n exercise price of the option.\n 24. Domestic Transactions: Solely for purposes of the Settlement and the Plan of Allocation,\n transactions in Gatos Securities denominated in U.S. dollars are deemed domestic\n transactions.\n 25. Determination of Distribution Amount: If the sum total of Recognized Claims of all\n Authorized Claimants who are entitled to receive payment out of the Net Settlement Fund is\n greater than the Net Settlement Fund, each Authorized Claimant shall receive his, her, or its\n pro rata share of the Net Settlement Fund. The pro rata share will be the Authorized\n Claimant\u2019s Recognized Claim divided by the total of Recognized Claims of all Authorized\n Claimants, multiplied by the total amount in the Net Settlement Fund.\n 26. If the Net Settlement Fund exceeds the sum total amount of the Recognized Claims of all\n Authorized Claimants entitled to receive payment out of the Net Settlement Fund, the excess\n amount in the Net Settlement Fund will be distributed pro rata to all Authorized Claimants\n entitled to receive payment.\n 27. If an Authorized Claimant\u2019s Distribution Amount calculates to less than $10.00, no\n distribution will be made to that Authorized Claimant.\n\n\n\n\n - 28 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-299filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 30\n pg 89\n of 32\n of 118\n\n\n\n\n TABLE A\n 90-Day Look-Back Table for Gatos Common Stock\n Closing Price and Average Closing Price\n January 26, 2022 through April 25, 2022\n\n Average Average\n Closing Closing\n Price Between Price Between\n January 26, 2022 January 26, 2022\n Closing and Closing and\n Date Price Date Shown Date Price Date Shown\n 1/26/2022 $3.17 $3.17 3/11/2022 $4.63 $3.53\n 1/27/2022 $2.81 $2.99 3/14/2022 $4.42 $3.55\n 1/28/2022 $3.06 $3.01 3/15/2022 $4.69 $3.59\n 1/31/2022 $3.11 $3.04 3/16/2022 $4.94 $3.63\n 2/1/2022 $3.23 $3.08 3/17/2022 $5.18 $3.67\n 2/2/2022 $3.25 $3.11 3/18/2022 $5.27 $3.71\n 2/3/2022 $2.99 $3.09 3/21/2022 $4.95 $3.74\n 2/4/2022 $3.11 $3.09 3/22/2022 $4.68 $3.77\n 2/7/2022 $3.40 $3.13 3/23/2022 $4.60 $3.79\n 2/8/2022 $3.45 $3.16 3/24/2022 $4.73 $3.81\n 2/9/2022 $3.31 $3.17 3/25/2022 $4.36 $3.83\n 2/10/2022 $3.30 $3.18 3/28/2022 $4.13 $3.83\n 2/11/2022 $3.36 $3.20 3/29/2022 $4.39 $3.84\n 2/14/2022 $3.52 $3.22 3/30/2022 $4.24 $3.85\n 2/15/2022 $3.57 $3.24 3/31/2022 $4.32 $3.86\n 2/16/2022 $3.46 $3.26 4/1/2022 $4.44 $3.88\n 2/17/2022 $3.39 $3.26 4/4/2022 $4.64 $3.89\n 2/18/2022 $3.20 $3.26 4/5/2022 $4.49 $3.90\n 2/22/2022 $3.18 $3.26 4/6/2022 $4.40 $3.91\n 2/23/2022 $3.21 $3.25 4/7/2022 $4.49 $3.93\n 2/24/2022 $3.36 $3.26 4/8/2022 $4.72 $3.94\n 2/25/2022 $3.35 $3.26 4/11/2022 $4.56 $3.95\n 2/28/2022 $3.37 $3.27 4/12/2022 $4.76 $3.97\n 3/1/2022 $3.70 $3.29 4/13/2022 $5.13 $3.99\n 3/2/2022 $3.77 $3.31 4/14/2022 $5.01 $4.01\n 3/3/2022 $3.82 $3.33 4/18/2022 $4.70 $4.02\n 3/4/2022 $3.84 $3.34 4/19/2022 $4.69 $4.03\n 3/7/2022 $4.17 $3.37 4/20/2022 $4.61 $4.04\n 3/8/2022 $4.25 $3.40 4/21/2022 $4.32 $4.04\n 3/9/2022 $4.72 $3.45 4/22/2022 $4.03 $4.04\n 3/10/2022 $4.77 $3.49 4/25/2022 $3.84 $4.04\n\n\n\n - 29 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-299filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 31\n pg 90\n of 32\n of 118\n\n\n\n\n TABLE B\n Gatos Call Option Artificial Inflation per Share and Holding Prices\n\n\n Artificial Inflation\n Expiration Date Strike Price per Share Holding Price\n 2/18/2022 $2.50 $6.66 $0.88\n 2/18/2022 $5.00 $4.94 $0.18\n 2/18/2022 $7.50 $2.68 $0.03\n 2/18/2022 $10.00 $0.88 $0.03\n 2/18/2022 $12.50 $0.12 $0.03\n 2/18/2022 $15.00 $0.07 $0.03\n 2/18/2022 $17.50 $0.02 $0.03\n 2/18/2022 $20.00 $0.02 $0.03\n 2/18/2022 $22.50 $0.02 $0.03\n 2/18/2022 $25.00 $0.02 $0.03\n 2/18/2022 $30.00 $0.02 $0.03\n 3/18/2022 $7.50 $2.65 $0.15\n 3/18/2022 $10.00 $1.11 $0.13\n 3/18/2022 $12.50 $0.34 $0.08\n 5/20/2022 $2.50 $6.46 $1.18\n 5/20/2022 $5.00 $4.74 $0.43\n 5/20/2022 $7.50 $2.90 $0.20\n 5/20/2022 $10.00 $1.60 $0.13\n 5/20/2022 $12.50 $0.86 $0.05\n 5/20/2022 $15.00 $0.32 $0.13\n 5/20/2022 $22.50 $0.05 $0.03\n 5/20/2022 $25.00 $0.05 $0.03\n 8/19/2022 $7.50 $3.09 $0.30\n 8/19/2022 $10.00 $1.94 $0.20\n 8/19/2022 $12.50 $1.23 $0.18\n 8/19/2022 $15.00 $0.74 $0.10\n 8/19/2022 $17.50 $0.12 $0.38\n 8/19/2022 $20.00 $0.15 $0.20\n 12/16/2022 $5.00 $4.40 $0.83\n 12/16/2022 $7.50 $3.27 $0.43\n 12/16/2022 $10.00 $2.21 $0.30\n 12/16/2022 $12.50 $1.38 $0.38\n 12/16/2022 $15.00 $1.13 $0.15\n 12/16/2022 $17.50 $0.76 $0.10\n 12/16/2022 $25.00 $0.27 $0.20\n\n\n\n - 30 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-299filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 32\n pg 91\n of 32\n of 118\n\n\n\n\n TABLE C\n Gatos Put Option Artificial Deflation per Share and Holding Prices\n\n\n Artificial Deflation\n Expiration Date Strike Price per Share Holding Price\n 2/18/2022 $7.50 $4.25 $4.40\n 2/18/2022 $10.00 $6.07 $6.90\n 2/18/2022 $12.50 $6.88 $9.45\n 2/18/2022 $15.00 $6.73 $11.65\n 2/18/2022 $17.50 $6.68 $14.15\n 3/18/2022 $7.50 $4.25 $4.50\n 3/18/2022 $10.00 $5.35 $6.50\n 5/20/2022 $7.50 $3.95 $4.50\n 5/20/2022 $10.00 $5.28 $6.90\n 5/20/2022 $12.50 $6.09 $9.40\n 5/20/2022 $15.00 $6.58 $11.95\n 5/20/2022 $17.50 $6.39 $14.00\n 8/19/2022 $7.50 $3.78 $4.65\n 8/19/2022 $12.50 $5.35 $9.10\n 8/19/2022 $17.50 $6.53 $14.45\n 12/16/2022 $5.00 $2.09 $2.43\n 12/16/2022 $7.50 $3.59 $4.70\n 12/16/2022 $10.00 $4.54 $6.95\n 12/16/2022 $12.50 $5.45 $9.60\n 12/16/2022 $25.00 $6.68 $21.95\n\n\n DATED:____________\n\n BY THE COURT:\n\n ________________________\n\n Chief Judge Philip A. Brimmer\n\n\n\n\n - 31 -\n\fCase\n Case\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-6 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 1 of\n pg 9213\n of 118\n\n\n\n\n UNITED STATES DISTRICT COURT\n FOR THE DISTRICT OF COLORADO\n\n Civil Action No. 1:22-cv-00453-PAB-KLM\n\n MICHAEL BILINSKY, Individually and On Behalf of All Others\n Similarly Situated,\n\n Plaintiff,\n\n v.\n\n GATOS SILVER, INC.,\n STEPHEN ORR,\n ROGER JOHNSON,\n PHILIP PYLE,\n JANICE STAIRS,\n ALI ERFAN,\n IGOR GONZALES,\n KARL HANNEMAN,\n DAVID PEAT,\n CHARLES HANSARD, and\n DANIEL MU\u00d1IZ QUINTANILLA,\n\n DEFENDANTS.\n\n\n PROOF OF CLAIM AND RELEASE\n\n\n EXHIBIT A-3\n\n\n\n\n #97013387v8\n\fCase\n Case\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-6 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 2 of\n pg 9313\n of 118\n\n\n\n\n I. GENERAL INSTRUCTIONS\n\n 1. To recover as a member of the Settlement Class based on your claims in the class\n\n action entitled Bilinsky v. Gatos Silver Inc. et al., No. 1:22-cv-00453-PAB-KLM (the \u201cLitigation\u201d),\n\n you must complete and, on page 11 below, sign this Proof of Claim and Release form (the \u201cProof of\n\n Claim\u201d).1 If you fail to submit a timely and properly addressed (as explained in paragraph 2 below)\n\n Proof of Claim, your claim may be rejected and you may not receive any recovery from the Net\n\n Settlement Fund created in connection with the proposed Settlement. Submission of this Proof of\n\n Claim, however, does not assure that you will share in the proceeds of the Settlement of the Action.\n\n 2. THIS PROOF OF CLAIM, ACCOMPANIED BY COPIES OF THE DOCUMENTS\n\n REQUESTED HEREIN, MUST BE SUBMITTED ONLINE AT:\n\n WWW.GATOSSECURITIESLITIGATION.COM NO LATER THAN _____, 2023 OR, IF\n\n MAILED, BE POSTMARKED NO LATER THAN _____, 2023, ADDRESSED AS\n\n FOLLOWS:\n\n\n Gatos U.S. Securities Litigation\n Claims Administrator\n P.O. Box 5768\n Portland, OR 97228-5768\n\n If you are NOT a Member of the Settlement Class, as defined in the Long-Form Notice of Pendency\n\n and Proposed Settlement of Class Action (\u201cLong-Form Notice\u201d), or if you have submitted a request\n\n for exclusion, DO NOT submit a Proof of Claim.\n\n 3. If you are a member of the Settlement Class and you do not timely request exclusion\n\n by _______, 2023, you are bound by and subject to the terms of any judgment entered in the Action,\n\n\n\n 1\n The terms of the Settlement are in the Stipulation and Agreement of Settlement, dated July 13,\n 2023 (the \u201cStipulation\u201d), which can be viewed at www.gatossecuritieslitigation.com. All capitalized\n terms not defined in this Claim Form have the same meanings as in the Stipulation.\n\n -1-\n\fCase\n Case\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-6 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 3 of\n pg 9413\n of 118\n\n\n\n\n including the releases provided therein, WHETHER OR NOT YOU SUBMIT A PROOF OF\n\n CLAIM OR RECEIVE A PAYMENT.\n\n 4. It is important that you completely read and understand the Long-Form Notice that\n\n accompanies this Proof of Claim, including the Plan of Allocation of the Net Settlement Fund set\n\n forth in the Long-Form Notice. The Long-Form Notice describes the proposed Settlement, how\n\n Settlement Class Members are affected by the Settlement, and the manner in which the Net\n\n Settlement Fund will be distributed if the Settlement and Plan of Allocation are approved by the\n\n Court. The Long-Form Notice also contains the definitions of many of the capitalized terms used in\n\n this Proof of Claim. By signing and submitting this Proof of Claim, you will be certifying that you\n\n have read the Long-Form Notice, including the terms of the releases described in it and provided for\n\n by the Settlement.\n\n II. CLAIMANT IDENTIFICATION\n\n 1. If you purchased or acquired Gatos Securities2 and held the certificate(s) in your\n\n name, you are the beneficial owner as well as the record holder. If, however, the certificate(s) were\n\n registered in the name of a third party, such as a brokerage firm or other nominee, you are the\n\n beneficial owner and the third party is the record holder.\n\n 2. Use Part I of this form entitled \u201cClaimant Identification\u201d to identify each beneficial\n\n owner of Gatos Securities that forms the basis of this claim, as well as the owner of record if\n\n different. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL OWNERS OR THE\n\n LEGAL REPRESENTATIVE OF SUCH OWNERS.\n\n 3. All joint owners must sign this claim. Executors, administrators, guardians,\n\n conservators, legal representatives, and trustees must complete and sign this claim on behalf of\n\n\n\n 2\n \u201cGatos Securities\u201d means Gatos common stock, call options of Gatos, and put options of Gatos.\n\n -2-\n\fCase\n Case\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-6 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 4 of\n pg 9513\n of 118\n\n\n\n\n persons represented by them and their authority must accompany this claim and their titles or\n\n capacities must be stated. The Social Security (or taxpayer identification) number and telephone\n\n number of the beneficial owner may be used in verifying the claim. Failure to provide the foregoing\n\n information could delay verification of your claim or result in rejection of the claim.\n\n 4. A claim should be submitted for each separate legal entity (e.g., a Proof of Claim of\n\n joint owners should not include separate transactions of just one of the joint owners, and an\n\n individual should not combine his or her IRA transactions with transactions made solely in the\n\n individual\u2019s name). Conversely, a single Proof of Claim should be submitted on behalf of one legal\n\n entity including all transactions made by that entity on one Proof of Claim, no matter how many\n\n separate accounts that entity has (e.g., a corporation with multiple brokerage accounts should include\n\n all transactions made in all accounts on one Proof of Claim).\n\n III. IDENTIFICATION OF TRANSACTIONS\n\n 1. Use Parts II and III of this form entitled \u201cSchedule of Transactions in Gatos\n\n Securities\u201d to supply all required details of your transaction(s) in Gatos Securities. If you need more\n\n space or additional schedules, attach separate sheets giving all of the required information in\n\n substantially the same form. Sign and print or type your name on each additional sheet.\n\n 2. On the schedules, provide all of the requested information with respect to your\n\n holdings, purchases, and sales of Gatos Securities, including whether the transactions resulted in a\n\n profit or a loss. Failure to report all such transactions may result in the rejection of your claim.\n\n 3. List each transaction separately and in chronological order, by trade date, beginning\n\n with the earliest. You must accurately provide the month, day, and year of each transaction you list.\n\n 4. The date of covering a \u201cshort sale\u201d is deemed to be the date of purchase of Gatos\u2019s\n\n publicly traded common stock. The date of a \u201cshort sale\u201d is deemed to be the date of sale of Gatos\n\n common stock. A purchase or sale of Gatos common stock shall be deemed to have occurred on the\n\n -3-\n\fCase\n Case\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-6 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 5 of\n pg 9613\n of 118\n\n\n\n\n \u201ccontract\u201d or \u201ctrade\u201d date as opposed to the \u201csettlement\u201d or \u201cpayment\u201d date; please provide any\n\n \u201ccontract\u201d or \u201ctrade\u201d dates in your claim.\n\n 5. Purchases and acquisitions of Gatos common stock will be considered to have been\n\n made in or traceable to the 2021 Registration Statement for the July 15, 2021 Secondary Public\n\n Offering of Gatos common stock (the \u201cSPO\u201d) only if they occurred between July 15, 2021 and\n\n August 18, 2021 (both dates inclusive), and were made (i) at the SPO offering price of $14.00 and/or\n\n (ii) directly from an underwriter for the SPO (BMO Capital Markets Corp., Goldman Sachs & Co.\n\n LLC, RBC Capital Markets, LLC, Canaccord Genuity Corp., and CIBC World Markets Corp.).\n\n Claimants must provide adequate documentation of these conditions.\n\n 6. For each transaction, you must provide, together with this Proof of Claim, copies of\n\n broker confirmations, stockbroker statements, or other documentation adequately evidencing your\n\n transactions in Gatos Securities. Failure to provide this documentation could delay verification of\n\n your claim or result in rejection of your claim. THE PARTIES DO NOT HAVE\n\n INFORMATION ABOUT YOUR TRANSACTIONS IN GATOS SECURITIES.\n\n 7. The above requests are designed to provide the minimum amount of information\n\n necessary to process the most simple claims. The Claims Administrator may request additional\n\n information as required, and the failure to provide such information may delay processing of your\n\n claim or result in its rejection.\n\n 8. NOTICE REGARDING ELECTRONIC FILES: Certain Claimants with large\n\n numbers of transactions may request, or may be requested, to submit information regarding their\n\n transactions in electronic files. (This is different than the online claim portal on the Settlement\n\n website.) All such Claimants MUST submit a signed Proof of Claim whether or not they also submit\n\n electronic copies. If you wish to submit your claim electronically, you must visit\n\n www.gatossecuritieslitigation.com or contact the Claims Administrator at 877-757-6172 to obtain\n -4-\n\fCase\n Case\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-6 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 6 of\n pg 9713\n of 118\n\n\n\n\n the required file layout. Any file not in accordance with the required electronic filing format will be\n\n subject to rejection. No electronic files will be considered to have been properly submitted unless\n\n the Claims Administrator issues to the Claimant a written acknowledgment of receipt and acceptance\n\n of electronically submitted data.\n\n\n\n\n -5-\n\fCase\n Case\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-6 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 7 of\n pg 9813\n of 118\n\n\n\n\n UNITED STATES DISTRICT COURT\n\n DISTRICT OF COLORADO\n\n Bilinsky v. Gatos Silver Inc. et al.,\n\n No. 1:22-cv-00453-PAB-KLM\n\n PROOF OF CLAIM AND RELEASE\n\n Must Be Postmarked (if mailed) or Received (if submitted online) No Later Than:\n\n ___________, 2023\n\n Please Type or Print\n\n REMEMBER TO ATTACH COPIES OF BROKER CONFIRMATIONS OR OTHER\n\n DOCUMENTATION OF YOUR TRANSACTIONS IN GATOS SECURITIES.\n\n FAILURE TO PROVIDE THIS DOCUMENTATION COULD DELAY\n\n VERIFICATION OR RESULT IN REJECTION OF YOUR CLAIM.\n\n PART I \u2013 CLAIMANT IDENTIFICATION\n\n The Claims Administrator will use this information for all communications regarding this\n\n Proof of Claim. If this information changes, you MUST notify the Claims Administrator in writing\n\n at the address above. Complete names of all persons and entities must be provided.\n\n\n\n Beneficial Owner\u2019s First Name MI Beneficial Owner\u2019s Last Name\n\n\n\n\n Co-Beneficial Owner\u2019s First Name MI Co-Beneficial Owner\u2019s Last Name\n\n\n\n\n Entity Name (if claimant is not an individual)\n\n\n\n\n -6-\n\fCase\n Case\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-6 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 8 of\n pg 9913\n of 118\n\n\n\n\n Representative or Custodian Name (if different from Beneficial Owner(s) listed above)\n\n\n\n Address 1 (street name and number)\n\n\n\n Address 2 (apartment, unit, or box number)\n\n\n\n City State ZIP/Postal Code\n\n\n\n Foreign Country (only if not USA) Foreign County (only if not USA)\n\n\n\n Social Security Number (last four digits only) Taxpayer Identification Number (last four digits)\n\n\n\n Telephone Number (home) Telephone Number (work)\n\n\n\n Email address\n\n\n\n Account Number (if filing for multiple accounts, file a separate Proof of Claim for each account)\n\n\n\n\n -7-\n\fCase\n Case\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-6 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 9 of\n pg 100\n 13of 118\n\n\n\n\n SCHEDULES OF TRANSACTIONS IN GATOS SECURITIES\n\n PART II: TRANSACTIONS IN GATOS COMMON STOCK\n\n 1. BEGINNING HOLDINGS - State the total number of shares of Gatos common stock\n held at the close of trading on December 8, 2020. If none, write \u201c0\u201d or \u201cZero.\u201d (Must\n submit documentation.)\n 2. PURCHASES \u2013 Separately list each purchase or acquisition of Gatos common stock\n from October 28, 2020 through and including [the mailing date of the Notice]. Use the\n checkbox to indicate any transactions that were not denominated in U.S. dollars. Use the\n checkbox to indicate any Gatos common stock purchased in or traceable to the SPO (as\n explained in Section III.5 above). (Must submit documentation.)\n Date of Purchase Number of Purchase Total Purchase Purchased in Was the Share\n (List Chronologically) Shares Price Per Price (excluding Non-U.S. Purchased in or\n (MM/DD/YY) Purchased Share taxes, commissions, Currency? Traceable to the\n and fees) July 15, 2021 SPO?\n $ $ \uf063 \uf063\n $ $ \uf063 \uf063\n $ $ \uf063 \uf063\n $ $ \uf063 \uf063\n 3. SALES \u2013 Separately list each and every sale of Gatos common stock from October 28,\n 2020 through and including [the mailing date of the Notice]. Use the checkbox to\n indicate any transactions that were not denominated in U.S. dollars. (Must submit\n documentation.)\n Date of Sale Number of Sale Price Total Sale Price Purchased in Non-U.S.\n (List Chronologically) Shares Sold Per Share (excluding taxes, Currency?\n (MM/DD/YY) commissions and fees)\n\n $ $ \uf063\n $ $ \uf063\n $ $ \uf063\n $ $ \uf063\n 4. HOLDINGS AT END OF 90-DAY LOOKBACK PERIOD \u2013 State the total number\n of shares of Gatos common stock held as of the close of trading on April 25, 2022. If\n none, write \u201c0\u201d or \u201cZero.\u201d (Must submit documentation.)\n 5. HOLDINGS AT [NOTICE MAILING DATE] \u2013 State the total number of shares of\n Gatos common stock held as of the close of trading on [the mailing date of the Notice].\n If none, write \u201c0\u201d or \u201cZero.\u201d (Must submit documentation.)\n\n IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS YOU MUST\n PHOTOCOPY THIS PAGE, ADD THE TRANSACTIONS, AND CHECK THIS BOX\n\n\n\n\n -8-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KASDocument\n Document\n 82-699filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 10\n pg 101\n of 13\n of 118\n\n\n\n\n PART III: SCHEDULE OF TRANSACTIONS IN EXCHANGE-TRADED GATOS\n OPTIONS\n\n PURCHASES/REPURCHASES\n\n A. I made the following purchases/repurchases of exchange-traded options on Gatos\n common stock during the period from December 9, 2020 through and including January 25, 2022,\n inclusive:\n Number of\n Option [X]expired\n Date(s) of transaction contracts Expiry Date Transaction price [A]ssigned\n Option Type (List Chronologically) acquired (Month/Year) Strike Price per option contract [E]xercised Exercised Date\n\n \uf063 Put MM DD YY MM YY MM DD YY\n \uf063 Call \uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 . \uf063 \uf063\uf063\uf063 . \uf063\uf063 \uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\n \uf063 Put\n \uf063 Call \uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 . \uf063 \uf063\uf063\uf063 . \uf063\uf063 \uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\n \uf063 Put\n \uf063 Call \uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 . \uf063 \uf063\uf063\uf063 . \uf063\uf063 \uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\n \uf063 Put\n \uf063 Call \uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 . \uf063 \uf063\uf063\uf063 . \uf063\uf063 \uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\n \uf063 Put\n \uf063 Call \uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 . \uf063 \uf063\uf063\uf063 . \uf063\uf063 \uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\n \uf063 Put\n \uf063 Call \uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 . \uf063 \uf063\uf063\uf063 . \uf063\uf063 \uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\n \uf063 Put\n \uf063 Call \uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 . \uf063 \uf063\uf063\uf063 . \uf063\uf063 \uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\n \uf063 Put\n \uf063 Call \uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 . \uf063 \uf063\uf063\uf063 . \uf063\uf063 \uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\n\n\n SALES/WRITTEN\n\n B. I sold/wrote the following exchange-traded put options on Gatos common stock\n during the period from December 9, 2020 through and including January 25, 2022, inclusive.\n Number of\n Option [X]expired\n Date(s) of transaction contracts Expiry Date Transaction price [A]ssigned\n Option Type (List Chronologically) acquired (Month/Year) Strike Price per option contract [E]xercised Exercised Date\n\n \uf063 Put MM DD YY MM YY MM DD YY\n \uf063 Call \uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 . \uf063 \uf063\uf063\uf063 . \uf063\uf063 \uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\n \uf063 Put\n \uf063 Call \uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 . \uf063 \uf063\uf063\uf063 . \uf063\uf063 \uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\n \uf063 Put\n \uf063 Call \uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 . \uf063 \uf063\uf063\uf063 . \uf063\uf063 \uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\n \uf063 Put\n \uf063 Call \uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 . \uf063 \uf063\uf063\uf063 . \uf063\uf063 \uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\n \uf063 Put\n \uf063 Call \uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 . \uf063 \uf063\uf063\uf063 . \uf063\uf063 \uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\n \uf063 Put\n \uf063 Call \uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 . \uf063 \uf063\uf063\uf063 . \uf063\uf063 \uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\n \uf063 Put\n \uf063 Call \uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 . \uf063 \uf063\uf063\uf063 . \uf063\uf063 \uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\n \uf063 Put\n \uf063 Call \uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\uf063 . \uf063 \uf063\uf063\uf063 . \uf063\uf063 \uf063 \uf063\uf063 \uf063\uf063 \uf063\uf063\n\n\n -9-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KASDocument\n Document\n 82-699filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 11\n pg 102\n of 13\n of 118\n\n\n\n\n YOU MUST READ AND SIGN THE RELEASE ON PAGES 10-11. FAILURE TO SIGN\n THE RELEASE MAY RESULT IN A DELAY IN PROCESSING OR THE REJECTION OF\n YOUR CLAIM.\n\n IV. SUBMISSION TO JURISDICTION OF COURT AND\n ACKNOWLEDGMENT\n\n By signing and submitting this Proof of Claim, the Claimant(s) or the person(s) acting on\n\n behalf of the Claimant(s) certify(ies) that: I (We) submit this Proof of Claim under the terms of the\n\n Plan of Allocation described in the accompanying Long-Form Notice. I (We) also submit to the\n\n jurisdiction of the United States District Court for the District of Colorado (the \u201cCourt\u201d) with respect\n\n to my (our) claim as a Settlement Class Member(s) and for purposes of enforcing the releases set\n\n forth herein. I (We) further acknowledge that I (we) will be bound by and subject to the terms of any\n\n judgment entered in connection with the Settlement in the Action, including the releases set forth\n\n therein. I (We) agree to furnish additional information to the Claims Administrator to support this\n\n claim, such as additional documentation for transactions in Gatos Securities, if required to do so. I\n\n (We) have not submitted any other claim covering the same transactions in Gatos Securities that are\n\n the subject of this claim and know of no other person having done so on my (our) behalf.\n\n V. RELEASES, WARRANTIES, AND CERTIFICATION\n\n By signing and submitting this Proof of Claim, the Claimant(s) or the person(s) acting on\n\n behalf of the Claimant(s) certify(ies) as follows:\n\n 1. I (We) hereby warrant and represent that I am (we are) a Settlement Class Member as\n\n defined in the Long-Form Notice, that I am (we are) not excluded from the Settlement Class, that I\n\n am (we are) not one of the \u201cReleased Parties\u201d as defined in the accompanying Long-Form Notice.\n\n 2. As a Settlement Class Member, I (we) hereby acknowledge full and complete\n\n satisfaction of, and do hereby fully, finally, and forever compromise, settle, release, resolve,\n\n relinquish, waive, and discharge with prejudice the Released Claims as to each and all of the\n\n Defendants and their Related Parties (as these terms are defined in the accompanying Long-Form\n - 10 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KASDocument\n Document\n 82-699filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 12\n pg 103\n of 13\n of 118\n\n\n\n\n Notice). This release shall be of no force or effect unless and until the Court approves the Settlement\n\n and it becomes effective on the Effective Date.\n\n 3. I (We) hereby warrant and represent that I (we) have not assigned or transferred or\n\n purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this\n\n release or any other part or portion thereof.\n\n 4. I (We) hereby warrant and represent that I (we) have included information about all\n\n of my (our) purchases and sales of Gatos Securities that occurred during the relevant periods and the\n\n number of Gatos Securities held by me (us), to the extent requested.\n\n 5. I (We) certify that I am (we are) NOT subject to backup tax withholding. (If you\n\n have been notified by the Internal Revenue Service that you are subject to backup withholding,\n\n please strike out the prior sentence.)\n\n 6. I (We) declare under penalty of perjury under the laws of the United States of\n\n America that all of the foregoing information supplied by the undersigned is true and correct.\n\n 7. Executed this _____ day of___________, 2023\n\n\n\n\n Signature of Claimant, if any Type or print name of Claimant\n\n\n\n Signature of Joint Claimant, if any Type or print name of Joint Claimant\n\n\n\n Signature of person signing on behalf Type or print name of person signing\n of Claimant on behalf of Claimant\n\n\n Capacity of person signing on behalf of Claimant, if other than an individual (e.g.,\n Administrator, Executor, Trustee, President, Custodian, Power of Attorney, etc.)\n\n\n\n - 11 -\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KASDocument\n Document\n 82-699filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 13\n pg 104\n of 13\n of 118\n\n\n\n\n REMINDER CHECKLIST:\n\n 1. You must sign this Proof of Claim.\n\n 2. Remember to attach supporting documentation, if available.\n\n 3. DO NOT HIGHLIGHT THE PROOF OF CLAIM OR YOUR SUPPORTING\n\n DOCUMENTATION.\n\n 4. Attach only copies of supporting documentation, not originals, as these documents\n\n will not be returned to you.\n\n 5. Keep a copy of your Proof of Claim for your records.\n\n 6. If you move after submitting this Proof of Claim, please promptly notify the Claims\n\n Administrator of the change in your address; otherwise, you may not receive additional notices or\n\n payment.\n\n\n\n\n - 12 -\n\fCase\n Case\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-7 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 1 of\n pg 1054of 118\n\n\n\n\n UNITED STATES DISTRICT COURT\n FOR THE DISTRICT OF COLORADO\n\n Civil Action No. 1:22-cv-00453-PAB-KLM\n\n MICHAEL BILINSKY, Individually and On Behalf of All Others\n Similarly Situated,\n\n Plaintiff,\n\n v.\n\n GATOS SILVER, INC.,\n STEPHEN ORR,\n ROGER JOHNSON,\n PHILIP PYLE,\n JANICE STAIRS,\n ALI ERFAN,\n IGOR GONZALES,\n KARL HANNEMAN,\n DAVID PEAT,\n CHARLES HANSARD, and\n DANIEL MU\u00d1IZ QUINTANILLA,\n\n Defendants.\n\n\n\n\n SUMMARY NOTICE\n\n EXHIBIT A-4\n\fCase\n Case\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-7 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 2 of\n pg 1064of 118\n\n\n\n\n TO: All Persons and entities that (i) during the period from December 9, 2020 and January\n 25, 2022, both inclusive (the \u201cClass Period\u201d), purchased or otherwise acquired Gatos\n common stock listed on the NYSE, or, in domestic transactions, purchased or otherwise\n acquired publicly traded call options on Gatos common stock, and/or sold publicly\n traded put options on Gatos common stock, and were damaged thereby; or (ii)\n purchased or otherwise acquired Gatos common stock pursuant or traceable to the\n 2020 Registration Statement or the 2021 Registration Statement, in domestic\n transactions or on the NYSE, and were damaged thereby (the \u201cSettlement Class\u201d).\n\n THIS NOTICE WAS AUTHORIZED BY THE COURT. IT IS NOT A LAWYER\n SOLICITATION. PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY.\n YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN\n THIS COURT.\n\n YOU ARE HEREBY NOTIFIED, pursuant to an Order of the United States District Court\n for the District of Colorado (the \u201cCourt\u201d) and Rule 23 of the Federal Rules of Civil Procedure, that a\n hearing will be held on ___________, 2023, at __:__ _.m., before the Honorable Philip A. Brimmer,\n at the Alfred A. Arraj United States Courthouse, in Courtroom A701, 901 19th Street, Denver, CO\n 80294, for the purpose of determining: (1) whether the proposed settlement of the claims in the\n above-captioned litigation (the \u201cLitigation\u201d) for the sum of $21,000,000 in cash (the \u201cSettlement\u201d)\n should be approved by the Court as fair, reasonable, and adequate; (2) whether a Settlement Class\n should be certified for purposes of the Settlement; (3) whether, thereafter, this Litigation should be\n dismissed with prejudice pursuant to the terms and conditions set forth in the Stipulation of\n Settlement dated July 13, 2023 (the \u201cStipulation\u201d); (4) whether the proposed Plan of Allocation is\n fair, reasonable, and adequate and therefore should be approved; and (5) the reasonableness of the\n application of Lead Counsel for the payment of attorneys\u2019 fees and expenses incurred in connection\n with this Litigation together with the interest earned thereon (and any payment to the Lead Plaintiff\n pursuant to the Private Securities Litigation Reform Act of 1995 in connection with his\n representation of the Settlement Class). The Court may change the date of this hearing, or hold it\n remotely, without providing another notice. You do NOT need to attend the hearing to receive a\n distribution from the Net Settlement Fund.\n\n The Litigation has been preliminarily certified as a class action on behalf of a Settlement\n Class of all Persons or entities that (a) from December 9, 2020 through January 25, 2022, both\n inclusive, purchased or otherwise acquired Gatos common stock listed on the NYSE, or, in domestic\n transactions, purchased or otherwise acquired publicly traded call options on Gatos common stock or\n sold publicly traded put options on Gatos common stock, and were damaged thereby; or (b) in\n domestic transactions or on the NYSE, purchased or otherwise acquired Gatos common stock\n pursuant or traceable to the 2020 Registration Statement or the 2021 Registration Statement, and\n were damaged thereby, except for certain Persons or entities excluded from the Settlement Class, as\n defined in the full Long-Form Notice of Pendency and Proposed Settlement of Class Action (\u201cLong-\n Form Notice\u201d), which is available as described below. If the Settlement is approved, it will resolve\n all claims in the Litigation. Capitalized terms that are not otherwise defined herein shall have the\n meanings ascribed to them in the Long-Form Notice and/or Stipulation.\n\n A detailed description of the Litigation, including important information about your rights\n and options, is in the detailed Long-Form Notice available at www.gatossecuritieslitigation.com or\n\n -1-\n\fCase\n Case\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-7 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 3 of\n pg 1074of 118\n\n\n\n\n by contacting the Claims Administrator at: Gatos U.S. Securities Litigation, Claims Administrator,\n P.O. Box 5768, Portland, OR 97228-5768, or 877-757-6172.\n\n If you are a Settlement Class Member, in order to share in the distribution of the Net\n Settlement Fund, you must submit a Proof of Claim and Release form (\u201cProof of Claim\u201d)\n online at www.gatossecuritieslitigation.com or by mail postmarked no later than _______,\n 2023. Failure to timely submit a Proof of Claim will subject your claim to possible rejection\n and may preclude you from receiving any payment from the Settlement.\n\n If you desire to be excluded from the Settlement Class, you must submit a request for\n exclusion electronically submitted or postmarked by _______, 2023, in the manner and form\n explained in the detailed Long-Form Notice referred to above. All Members of the Settlement Class\n who do not timely and validly request exclusion from the Settlement Class will be bound by any\n judgment entered in the Litigation pursuant to the terms and conditions of the Stipulation.\n\n Any objection to the Settlement, Lead Counsel\u2019s Fee and Expense Application, and/or the\n proposed Plan of Allocation must be mailed or delivered to the Clerk of Court and counsel for the\n Parties at the addresses below such that it is received no later than _______, 2023:\n\n Court:\n\n Clerk of the Court\n UNITED STATES DISTRICT COURT\n DISTRICT OF COLORADO\n Alfred A. Arraj United States Courthouse, Room A105\n 901 19th Street\n Denver, CO 80294-3589\n\n Counsel for Plaintiffs:\n\n Joseph A. Fonti\n BLEICHMAR FONTI & AULD LLP\n Times Square Tower\n 7 Times Square, 27th Floor\n New York, NY 10036\n gatossettlement@bfalaw.com\n\n Counsel for Gatos and the Individual Defendants:\n\n Michael S. Flynn\n DAVIS POLK & WARDWELL LLP\n 450 Lexington Avenue\n New York, NY 10017\n\n\n\n\n -2-\n\fCase\n Case\n No. No.\n 1:22-cv-00453-PAB-KLM\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 82-7 99filedfiled\n 07/13/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 4 of\n pg 1084of 118\n\n\n\n\n Counsel for the Underwriter Defendants:\n\n Audra J. Soloway\n PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP\n 1285 Avenue of the Americas\n New York, NY 10019\n\n PLEASE DO NOT CONTACT THE COURT OR THE CLERK\u2019S OFFICE REGARDING\n THIS NOTICE. If you have any questions about the Settlement, you may contact counsel for\n Plaintiffs at the address listed above, email gatossettlement@bfalaw.com, call (888) 879-9418, or go\n to the following website: www.gatossecuritieslitigation.com.\n\n\n DATED:____________\n\n BY THE COURT:\n\n ________________________\n\n Chief Judge Philip A. Brimmer\n\n\n\n\n -3-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 85-3 99filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 1 of\n pg 109\n 10of 118\n\n\n\n\n UNITED STATES DISTRICT COURT\n FOR THE DISTRICT OF COLORADO\n\n Civil Action No. 1:22-cv-00453-PAB-KLM\n\n MICHAEL BILINSKY, Individually and On Behalf of All Others\n Similarly Situated,\n\n Plaintiff,\n\n v.\n\n GATOS SILVER, INC.,\n STEPHEN ORR,\n ROGER JOHNSON,\n PHILIP PYLE,\n JANICE STAIRS,\n ALI ERFAN,\n IGOR GONZALES,\n KARL HANNEMAN,\n DAVID PEAT,\n CHARLES HANSARD, and\n DANIEL MU\u00d1IZ QUINTANILLA,\n\n Defendants.\n\n\n\n\n [PROPOSED] FINAL JUDGMENT APPROVING SETTLEMENT\n\n EXHIBIT B\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 85-3 99filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 2 of\n pg 110\n 10of 118\n\n\n\n\n This matter came before the Court for hearing pursuant to the Order Preliminarily Approving\n\n Settlement and Providing for Notice (\u201cNotice Order\u201d) dated _____________, on the application of\n\n the Parties for approval of the settlement set forth in the Stipulation of Settlement dated September\n\n 12, 2023 (the \u201cStipulation\u201d). Due and adequate notice having been given to the Settlement Class as\n\n required in said Notice Order, and the Court having considered all papers filed and proceedings had\n\n herein and otherwise being fully informed in the premises and good cause appearing therefor, IT IS\n\n HEREBY ORDERED, ADJUDGED, AND DECREED that:\n\n 1. This Court has jurisdiction over the subject matter of the Litigation and over all\n\n Parties to the Litigation, including all Members of the Settlement Class.\n\n 2. All defined terms contained herein shall have the same meanings as set forth in the\n\n Stipulation, unless otherwise defined herein.\n\n 3. For settlement purposes only, the prerequisites for a class action under Rule 23(a) and\n\n (b)(3) of the Federal Rules of Civil Procedure have been satisfied in that: (i) the Members of the\n\n Settlement Class are so numerous that joinder of all Settlement Class Members in the Litigation is\n\n impracticable; (ii) there are questions of law and fact common to the Settlement Class which\n\n predominate over any individual questions; (iii) the claims of Plaintiffs are typical of the claims of\n\n the Settlement Class; (iv) Plaintiffs and Lead Counsel have fairly and adequately represented and\n\n protected the interests of all Settlement Class Members; and (v) a class action is superior to other\n\n available methods for the fair and efficient adjudication of the controversy, considering: that the\n\n claims of Settlement Class Members in the Litigation are substantially similar and would, if tried,\n\n involve substantially identical proofs and may therefore be efficiently litigated and resolved on an\n\n aggregate basis as a class action; the amounts of the claims of many of the Settlement Class\n\n Members are too small to justify the expense of individual actions; and it does not appear that there\n\n\n\n -1-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 85-3 99filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 3 of\n pg 1110of 118\n\n\n\n\n is significant interest among Settlement Class Members in individually controlling the litigation of\n\n their claims.\n\n 4. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the Court hereby affirms\n\n its determination in the Notice Order and finally certifies, for settlement purposes only, a Settlement\n\n Class defined as: all Persons and entities who or which either (i) during the period from December 9,\n\n 2020 to January 25, 2022, both inclusive (the \u201cClass Period\u201d), purchased or otherwise acquired\n\n Gatos common stock listed on the NYSE, or, in domestic transactions, purchased or otherwise\n\n acquired publicly traded call options on Gatos common stock, and/or sold publicly traded put options\n\n on Gatos common stock, and were damaged thereby; or (ii) purchased or otherwise acquired Gatos\n\n common stock pursuant or traceable to the 2020 Registration Statement or the 2021 Registration\n\n Statement, in domestic transactions or on the NYSE, and were damaged thereby. Excluded from the\n\n Settlement Class are: Defendants, the current and Class Period officers and directors of the\n\n Company, the members of the immediate families and the legal representatives, affiliates, heirs,\n\n successors-in-interest, or assigns of any such excluded person, any entity in which such excluded\n\n persons have or had a majority interest, and the Electrum Group, LLC; provided, however, that any\n\n \u201cInvestment Vehicle\u201d shall not be excluded from the Settlement Class. \u201cInvestment Vehicle\u201d means\n\n any investment company, pooled investment fund, or separately managed account (including, but not\n\n limited to, mutual fund families, exchange traded funds, funds of funds, private equity funds, real\n\n estate funds, hedge funds, and employee benefit plans) in which the Underwriter Defendants, or any\n\n of them, have, has, or may have a direct or indirect interest, or as to which its affiliates may serve as\n\n a fiduciary or act as an investment advisor, general partner, managing member, or in any other\n\n similar capacity, but in which any of the Underwriter Defendants alone or together, with its, his, or\n\n her respective affiliates, is not a majority owner or does not hold a majority beneficial interest. Also\n\n excluded from the Settlement Class are those Persons who timely and validly request exclusion from\n\n -2-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 85-3 99filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 4 of\n pg 112\n 10of 118\n\n\n\n\n the Settlement Class pursuant to the Notice Order. Pursuant to Rule 23, and for purposes of\n\n settlement only, the Court hereby affirms its determination in the Notice Order and finally certifies\n\n Plaintiffs as Settlement Class Representatives, and finally appoints the law firm of Bleichmar Fonti\n\n & Auld LLP as Settlement Class counsel.\n\n 5. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the Court hereby\n\n approves the Settlement set forth in the Stipulation and finds that in light of the benefits to the\n\n Settlement Class, the complexity and expense of further litigation, and the costs of continued\n\n litigation, the Settlement is, in all respects fair, reasonable, and adequate, having considered and\n\n found that: (i) Plaintiffs and Lead Counsel have adequately represented the Settlement Class; (ii) the\n\n proposal was negotiated at arm\u2019s length; (iii) the relief provided for the Settlement Class is adequate,\n\n having taken into account (a) the costs, risks, and delay of trial and appeal; (b) the effectiveness of\n\n any proposed method of distributing relief to the Settlement Class, including the method of\n\n processing Settlement Class Members\u2019 claims; (c) the terms of any proposed award of attorneys\u2019\n\n fees, including timing of payment; and (d) any agreement required to be identified under\n\n Rule 23(e)(2); and (iv) the proposed Plan of Allocation treats Settlement Class Members equitably\n\n relative to each other.\n\n 6. The Court hereby dismisses the Litigation and all Released Claims of Plaintiffs and\n\n the Settlement Class with prejudice, without costs as to any of the Released Parties, except as and to\n\n the extent provided in the Stipulation and herein.\n\n 7. All agreements made and orders entered during the course of the Litigation relating to\n\n the confidentiality of information shall survive this Order, pursuant to their terms.\n\n 8. The terms of the Stipulation and of this Judgment shall be forever binding on\n\n Defendants, Plaintiffs, and all other Settlement Class Members (regardless of whether or not any\n\n\n\n -3-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 85-3 99filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 5 of\n pg 113\n 10of 118\n\n\n\n\n individual Settlement Class Member submits a Claim Form or seeks or obtains a distribution from\n\n the Net Settlement Fund), as well as their respective successors and assigns.\n\n 9. Upon the Effective Date, Plaintiffs and each of the Settlement Class Members, and\n\n their heirs, executors, administrators, successors, and assigns, shall be deemed to have, and by\n\n operation of this Final Judgment shall have, fully, finally, and forever released, relinquished,\n\n compromised, settled, resolved, waived, discharged, and dismissed on the merits with prejudice all\n\n Released Claims (including, without limitation, Unknown Claims) against Defendants and their\n\n Related Parties, whether or not such Settlement Class Member executes and delivers a Proof of\n\n Claim and Release or participates in the Settlement Fund.\n\n 10. Upon the Effective Date, each of the Defendants and their Related Parties shall be\n\n deemed to have, and by operation of this Final Judgment shall have, fully, finally, and forever\n\n released, relinquished, and discharged Plaintiffs, Plaintiffs\u2019 Counsel, each and all of the Settlement\n\n Class Members, and their employees, successors, and assigns from all claims (including, without\n\n limitation, Unknown Claims) arising out of, relating to, or in connection with, the institution,\n\n prosecution, assertion, settlement, or resolution of (i) the Litigation; or (ii) the Released Claims,\n\n except for those claims brought to enforce the Settlement.\n\n 11. Upon the Effective Date, Plaintiffs and each of the Settlement Class Members, and\n\n their heirs, executors, administrators, successors, and assigns, shall also be deemed to have, and by\n\n operation of this Judgment shall have, fully, finally, and forever released, relinquished, and\n\n discharged Defendants and their Related Parties from all Released Claims (including, without\n\n limitation, Unknown Claims) arising out of the defense, conduct, settlement, or resolution of the\n\n Litigation or the Released Claims. Claims to enforce the terms of the Stipulation are not released.\n\n For avoidance of doubt and without limitation to other claims or potential claims not released\n\n hereby, Released Claims do not include any breach of fiduciary duty, unjust enrichment, or waste\n\n -4-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 85-3 99filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 6 of\n pg 114\n 10of 118\n\n\n\n\n claims by or on behalf of Gatos against the Individual Defendants or other individuals, which claims\n\n are referenced in or may arise from the litigation demand sent by Kathleen Marcus on April 27,\n\n 2023.\n\n 12. Upon the Effective Date, Plaintiffs and each of the Settlement Class Members who\n\n have not validly opted out of the Settlement Class, and anyone claiming through or on behalf of\n\n them, are forever barred and enjoined from commencing, instituting, intervening in, prosecuting, or\n\n continuing to prosecute any action or proceeding in any court of law or equity, arbitration tribunal,\n\n administrative forum, or other forum of any kind, asserting any of the Released Claims against any\n\n of the Defendants and their Related Parties, and each of them.\n\n 13. Upon the Effective Date, (i) all Persons shall be permanently barred and enjoined\n\n from the institution, maintenance, prosecution, or enforcement against any of the Defendants or their\n\n Related Parties of any claims for contribution or indemnity where the alleged injury to that Person is\n\n that Person\u2019s actual or threatened liability to the Settlement Class or a Settlement Class Member in\n\n the Litigation, arising from or related to the claims and allegations asserted by Plaintiffs in the\n\n Litigation, whether arising under state, federal, or foreign law as claims, cross-claims, counterclaims,\n\n or third-party claims, in any federal or state court, or in any other court, arbitration proceeding,\n\n administrative agency, or other forum in the United States or elsewhere, and (ii) the Defendants and\n\n their Related Parties shall be permanently barred and enjoined from the institution, maintenance,\n\n prosecution, or enforcement against any Person of any claims for contribution or indemnity where\n\n the alleged injury to any of the Defendants or their Related Parties is such Person or entity\u2019s actual\n\n or threatened liability to the Settlement Class or a Settlement Class Member in the Litigation, arising\n\n from or related to the claims and allegations asserted by Plaintiffs in the Litigation, whether arising\n\n under state, federal, or foreign law as claims, cross-claims, counterclaims, or third-party claims, in\n\n any federal or state court, or in any other court, arbitration proceeding, administrative agency, or\n\n -5-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 85-3 99filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 7 of\n pg 115\n 10of 118\n\n\n\n\n other forum in the United States or elsewhere; provided, however, that nothing herein shall release or\n\n alter the contractual rights, if any, under the terms of any bylaws or other written agreement between\n\n any of the Individual Defendants, Gatos, and/or the Underwriter Defendants.\n\n 14. Notwithstanding paragraphs 9 through 13 above, nothing in this Judgment shall bar\n\n any action by any of the Parties to enforce or effectuate the terms of the Stipulation or this Judgment.\n\n 15. The dissemination of the Notice of Pendency and Proposed Settlement of Class\n\n Action given to the Settlement Class (\u201cNotice\u201d), Long-Form Notice of Pendency and Proposed\n\n Settlement of Class Action, and Summary Notice in accordance with the Notice Order entered on\n\n ________, 2023 complied with the terms of the Stipulation and the Notice Order and was the best\n\n notice practicable under the circumstances of these proceedings and of the matters set forth therein,\n\n including the proposed Settlement set forth in the Stipulation, to all Persons entitled to such notice,\n\n and said notice fully satisfied the requirements of Federal Rule of Civil Procedure 23 and the\n\n requirements of due process. No Settlement Class Member is relieved from the terms of the\n\n Settlement, including the releases provided for therein, based upon the contention or proof that such\n\n Settlement Class Member failed to receive actual or adequate notice. A full opportunity has been\n\n offered to Settlement Class Members to object to the proposed Settlement and to participate in the\n\n hearing thereon. Thus, it is hereby determined that all Members of the Settlement Class are bound\n\n by this Order and Final Judgment, except those persons listed on Exhibit 1 to this Final Judgment.\n\n 16. Gatos has complied with the Class Action Fairness Act of 2005, 28 U.S.C. \u00a7 1715, et\n\n seq. (\u201cCAFA\u201d). Gatos timely mailed notice of the Settlement pursuant to 28 U.S.C. \u00a7 1715(b),\n\n including notices to the Attorney General of the United States of America and the Attorneys General\n\n of each State. The CAFA notice contains the documents and information required by 28 U.S.C.\n\n \u00a7 1715(b)(1)-(8). The Court finds that Gatos has complied in all respects with the notice\n\n requirements of CAFA.\n\n -6-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 85-3 99filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 8 of\n pg 116\n 10of 118\n\n\n\n\n 17. Any plan of allocation submitted by Lead Counsel or any order entered regarding any\n\n attorneys\u2019 fee and expense application shall in no way disturb or affect this Judgment and shall be\n\n considered separate from this Judgment.\n\n 18. Neither the Stipulation nor the Settlement contained therein, nor any act performed or\n\n document executed pursuant to or in furtherance of the Stipulation or the Settlement: (a) is or may be\n\n deemed to be or may be used as an admission of, or concession or evidence of, the validity of any\n\n Released Claim, the truth of any fact alleged in the Litigation, the deficiency of any defense that has\n\n been or could have been asserted in the Litigation, or of any alleged wrongdoing, liability,\n\n negligence, or fault of Defendants; (b) is or may be deemed to be or may be used as an admission of,\n\n or evidence of, any fault or misrepresentation or omission of, including with respect to any statement\n\n or written document attributed to, approved or made by, any Defendant; or (c) is or may be deemed\n\n to be or may be used as an admission or evidence that any claims asserted by Plaintiffs were not\n\n valid or that the amount recoverable was not greater than the Settlement Amount, in any civil,\n\n criminal, or administrative proceeding in any court, administrative agency, proceeding or other\n\n forum or tribunal.\n\n 19. Defendants and their Related Parties may file the Stipulation and/or this Judgment in\n\n any action in order to support a defense, claim, or counterclaim based on principles of res judicata,\n\n collateral estoppel, release, good faith settlement, judgment bar or reduction, or any other theory of\n\n claim preclusion or issue preclusion or similar defense or counterclaim.\n\n 20. The Court shall retain jurisdiction for the purposes of enforcing the terms of this\n\n Judgment. Except as necessary to enforce the terms of this Judgment, this Litigation and the\n\n Amended Complaint, as well as all of the Released Claims, are hereby dismissed with prejudice.\n\n\n\n\n -7-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KAS\n Document\n Document\n 85-3 99filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 9 of\n pg 117\n 10of 118\n\n\n\n\n 21. The Court finds that during the course of the Litigation, the Parties and their\n\n respective counsel at all times complied with the requirements of Federal Rule of Civil\n\n Procedure 11.\n\n 22. Without further approval from the Court, Plaintiffs and Defendants are hereby\n\n authorized to agree to and adopt such amendments or modifications of the Stipulation or any exhibits\n\n attached thereto to effectuate the Settlement that: (a) are not materially inconsistent with this\n\n Judgment; and (b) do not materially limit the rights of Settlement Class Members in connection with\n\n the Settlement. Without further order of the Court, Plaintiffs and Defendants may agree in writing to\n\n reasonable extensions of time to carry out any provisions of the Settlement.\n\n 23. If the Settlement is terminated as provided in the Stipulation, this Judgment shall be\n\n vacated and rendered null and void, and shall be of no further force and effect, except as otherwise\n\n provided by the Stipulation, and this Judgment shall be without prejudice to the rights of Plaintiffs,\n\n the other Settlement Class Members, and Defendants, all of whom shall revert to their respective\n\n positions in the Litigation as of June 13, 2023.\n\n 24. The Claims Administrator shall administer the claims administration process,\n\n including the calculation of claims submitted by Settlement Class Members and distribution of the\n\n Net Settlement Fund to Authorized Claimants pursuant to the Court-approved Plan of Allocation.\n\n All Settlement Class Members shall submit a Proof of Claim and Release (\u201cProof of Claim\u201d) under\n\n penalty of perjury by the date set forth in the Notice sent to Settlement Class Members. Lead\n\n Counsel may, in its discretion, accept for processing any late-submitted Proof of Claim so long as\n\n the distribution of the Net Settlement Fund is not materially delayed.\n\n 25. If a Proof of Claim is deficient, the Claims Administrator shall send the Settlement\n\n Class Member a deficiency letter which will give the Settlement Class Member twenty calendar (20)\n\n days to cure the deficiency. If the Settlement Class Member fails to cure the deficiency within the\n\n -8-\n\fCase\n Case\n No.No.\n 1:22-cv-00453-PAB-KAS\n 1:22-cv-00453-PAB-KASDocument\n Document\n 85-399filedfiled\n 09/12/23\n 10/22/24\n USDC\n USDC\n Colorado\n Colorado\n pg 10\n pg 118\n of 10\n of 118\n\n\n\n\n twenty (20) calendar-day period, the Claims Administrator shall send the Settlement Class Member a\n\n letter notifying the Settlement Class Member that the Proof of Claim has been rejected. The\n\n rejection letter will advise the Settlement Class Member of the reason (s) for the rejection of the\n\n Claim and his, her, or its right to review the determination of the Proof of Claim. If the Proof of\n\n Claim is still rejected, the Settlement Class Member must move this Court within twenty (20) days\n\n to have the Proof of Claim accepted by Lead Counsel and the Claims Administrator; this deadline\n\n may be extended at Lead Counsel\u2019s discretion to facilitate resolving any disputes before their\n\n presentation to the Court.\n\n 26. There is no just reason for delay in the entry of this Judgment and immediate entry by\n\n the Clerk of the Court is expressly directed pursuant to Rule 54(b) of the Federal Rules of Civil\n\n Procedure.\n\n IT IS SO ORDERED.\n\n\n\n DATED:____________\n\n BY THE COURT:\n\n ________________________\n\n Chief Judge Philip A. Brimmer\n\n\n\n\n -9-\n\f","ocr_status":1,"date_upload":"2025-12-24T04:52:07.319507-08:00","document_number":"99","attachment_number":null,"pacer_doc_id":"039011560294","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2025-01-09T03:38:08.483289-08:00","date_modified":"2025-01-09T03:38:08.485456-08:00","date_filed":"2024-10-22","time_filed":null,"entry_number":99,"recap_sequence_number":"2024-10-22.001","pacer_sequence_number":426,"description":"SETTLEMENT AGREEMENT by Plaintiff Bard Betz. (Fonti, Joseph) (Entered: 10/22/2024)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/405184772/","id":405184772,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/63118954/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/416044007/","id":416044007,"tags":[],"absolute_url":"/docket/63118954/98/bilinsky-v-gatos-silver-inc/","date_created":"2024-10-15T12:32:23.529552-07:00","date_modified":"2026-06-26T03:23:35.203407-07:00","sha1":"a1791f66f92466a543e1a019c887f4935f787467","page_count":2,"file_size":107938,"filepath_local":"recap/gov.uscourts.cod.213364/gov.uscourts.cod.213364.98.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cod.213364/gov.uscourts.cod.213364.98.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case No. 1:22-cv-00453-PAB-KAS Document 98 filed 10/15/24 USDC Colorado\n pg 1 of 2\n\n\n\n\n IN THE UNITED STATES DISTRICT COURT\n FOR THE DISTRICT OF COLORADO\n\nCivil Action No. 22-cv-00453-PAB-KAS\n\nMICHAEL BILINSKY, individually and on behalf of all others similarly situated,\n\n Plaintiff,\n\nv.\n\nGATOS SILVER, INC.,\nSTEPHEN ORR,\nROGER JOHNSON,\nPHILIP PYLE,\nJANICE STAIRS,\nALI ERFAN,\nIGOR GONZALES,\nKARL HANNEMAN,\nDAVID PEAT,\nCHARLES HANSARD, and\nDANIEL MU\u00d1IZ QUINTANILLA,\n\n Defendants.\n\n\n FINAL JUDGMENT\n\n\n In accordance with the orders filed during the pendency of this case, and\n\npursuant to Fed. R. Civ. P. 54(b), the following Final Judgment is hereby entered.\n\n Pursuant to the Order [Docket No. 97] of Chief United States District Judge Philip\n\nA. Brimmer entered on October 15, 2024, it is\n\n ORDERED that Plaintiffs\u2019 Motion for Final Approval of the Settlement and\n\nApproval of the Plan of Allocation [Docket No. 89] is GRANTED. It is further\n\n ORDERED that judgment shall be entered dismissing this action with prejudice.\n\fCase No. 1:22-cv-00453-PAB-KAS Document 98 filed 10/15/24 USDC Colorado\n pg 2 of 2\n\n\n\n\n Dated: October 15, 2024.\n\n FOR THE COURT:\n\n Jeffrey P. Colwell, Clerk\n\n\n By s/ S. Grimm\n Deputy Clerk\n\n\n\n\n 2\n\f","ocr_status":1,"date_upload":"2026-06-25T03:45:40.280566-07:00","document_number":"98","attachment_number":null,"pacer_doc_id":"039011545543","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Judgment - Clerk","acms_document_guid":""}],"date_created":"2024-10-15T12:32:23.518053-07:00","date_modified":"2025-01-09T03:38:08.459975-08:00","date_filed":"2024-10-15","time_filed":"13:04:53","entry_number":98,"recap_sequence_number":"2024-10-15.002","pacer_sequence_number":422,"description":"FINAL JUDGMENT re: 97 Order, by Clerk on 10/15/24. (sgrim) (Entered: 10/15/2024)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/405171371/","id":405171371,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/63118954/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/416024595/","id":416024595,"tags":[],"absolute_url":"/docket/63118954/97/bilinsky-v-gatos-silver-inc/","date_created":"2024-10-15T11:30:46.371135-07:00","date_modified":"2025-01-09T03:38:08.441046-08:00","sha1":"9d2b701764b106bcb1d20c65dbc102983833a23b","page_count":19,"file_size":215571,"filepath_local":"recap/gov.uscourts.cod.213364/gov.uscourts.cod.213364.97.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cod.213364/gov.uscourts.cod.213364.97.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case No. 1:22-cv-00453-PAB-KAS Document 97 filed 10/15/24 USDC Colorado pg 1 of 19\n\n\n\n\n IN THE UNITED STATES DISTRICT COURT\n FOR THE DISTRICT OF COLORADO\n Chief Judge Philip A. Brimmer\n\n Civil Action No. 22-cv-00453-PAB-KAS\n\n MICHAEL BILINSKY, individually and on behalf of all others similarly situated,\n\n Plaintiff,\n v.\n\n GATOS SILVER, INC.,\n STEPHEN ORR,\n ROGER JOHNSON,\n PHILIP PYLE,\n JANICE STAIRS,\n ALI ERFAN,\n IGOR GONZALES,\n KARL HANNEMAN,\n DAVID PEAT,\n CHARLES HANSARD, and\n DANIEL MU\u00d1IZ QUINTANILLA,\n\n Defendants.\n\n\n ORDER\n\n\n This matter comes before the Court on Plaintiffs\u2019 Motion for Final Approval of the\n\n Settlement and Approval of the Plan of Allocation [Docket No. 89] and Lead Counsel\n\n and WTO\u2019s Motion for Awards of Attorneys\u2019 Fees, Litigation Expenses, and Reasonable\n\n Costs and Expenses to Plaintiffs [Docket No. 90]. Lead plaintiff Bard Betz1 and plaintiff\n\n Jude Sweidan (together, \u201crepresentative plaintiffs\u201d) filed the motion for final approval of\n\n the class action settlement and motion for awards of attorneys fees and costs. Docket\n\n\n\n\n 1 On June 3, 2022, Magistrate Judge Kristen L. Mix appointed Bard Betz as lead\n\n plaintiff in this matter. Docket No. 49 at 7.\n\fCase No. 1:22-cv-00453-PAB-KAS Document 97 filed 10/15/24 USDC Colorado pg 2 of 19\n\n\n\n\n No. 89 at 1; Docket No. 90 at 1. The Court has jurisdiction pursuant to 28 U.S.C.\n\n \u00a7 1331.\n\n I. BACKGROUND\n\n This case arises out of defendants\u2019 alleged misleading statements and omissions\n\n concerning the mineral reserves at the Cerro Los Gatos mine in Mexico. Docket No. 87\n\n at 2. Plaintiffs allege that Gatos Silver, Inc. (\u201cGatos\u201d) and the individual defendants are\n\n liable for \u201cviolations of the Securities Exchange Act of 1934 and the Securities Act of\n\n 1933 resulting from materially false and misleading statements, and omissions of\n\n material facts required to be disclosed.\u201d Id.; see also Docket No. 54 at 12. Specifically,\n\n plaintiffs allege that defendants materially overstated the mine\u2019s reserves and resources\n\n in Gatos\u2019s October 2020 IPO, the July 2021 Offering, and other SEC filings and oral\n\n statements based on a 2020 Technical Report that contained material errors. Docket\n\n No. 87 at 2; Docket No. 54 at 12-20, \u00b6\u00b6 1-22. Defendants deny these allegations.\n\n Docket No. 87 at 2.\n\n On June 13, 2023, the parties engaged in a full-day, in-person mediation session\n\n before Robert Meyer of Judicial Arbitration and Mediation Services, Inc., resulting in Mr.\n\n Meyer\u2019s formal mediator\u2019s proposal that the case settle for $21,000,000. Docket No.\n\n 89-1 at 11; Docket No. 91 at 15-16, \u00b6\u00b6 22, 24. The parties accepted the proposal and\n\n signed a settlement agreement. Docket No. 87 at 2; Docket No. 85-1. On February 29,\n\n 2024, the Court preliminarily approved the parties\u2019 settlement agreement. Docket No.\n\n 87 at 23. On April 26, 2024, the representative plaintiffs filed a motion for final approval\n\n of the settlement and a motion for attorneys fees and costs. Docket Nos. 89, 90. On\n\n May 31, 2024, the Court held a fairness hearing. Docket No. 96.\n\n\n\n 2\n\fCase No. 1:22-cv-00453-PAB-KAS Document 97 filed 10/15/24 USDC Colorado pg 3 of 19\n\n\n\n\n II. FINAL APPROVAL OF CLASS ACTION CERTIFICATION\n\n Approval of a class action settlement under Fed. R. Civ. P. 23 takes place in two\n\n stages. In the first stage, the Court preliminarily certifies a settlement class,\n\n preliminarily approves the settlement agreement, and authorizes that notice be given to\n\n the class so that interested class members may object to the fairness of the settlement.\n\n In the second stage, after notice is given to the putative class, the Court holds a fairness\n\n hearing at which it addresses (1) any timely objections to the treatment of this litigation\n\n as a class action, and (2) any objections to the fairness, reasonableness, or adequacy\n\n of the settlement terms. Fed. R. Civ. P. 23(e)(2); see, e.g., McReynolds v. Richards-\n\n Cantave, 588 F.3d 790, 803 (2d Cir. 2009).\n\n District courts have broad discretion in granting or denying class certification.\n\n Shook v. Bd. of Cnty. Comm\u2019rs of the Cnty. of El Paso, 543 F.3d 597, 603 (10th Cir.\n\n 2008). \u201c[C]ertification is proper only if \u2018the trial court is satisfied, after a rigorous\n\n analysis, that the prerequisites of Rule 23(a) have been satisfied.\u2019\u201d Wal-Mart Stores,\n\n Inc. v. Dukes, 564 U.S. 338, 350-51 (2011) (quoting Gen. Tel. Co. of the Sw. v. Falcon,\n\n 457 U.S. 147, 161 (1982)). A district court may only certify a settlement class if it is\n\n \u201csatisfied, after a rigorous analysis,\u201d that the requirements of Rule 23 are met, and\n\n frequently a district court\u2019s \u201c\u2018rigorous analysis\u2019 will entail some overlap with the merits of\n\n the plaintiff\u2019s underlying claim.\u201d Id.\n\n A district court may certify a class action if the proposed class satisfies the\n\n prerequisites of Fed. R. Civ. P. 23(a) as well as the requirements of one of the three\n\n types of classes identified in Rule 23(b). Where the plaintiff applies for class\n\n certification, plaintiff bears the burden of proving that Rule 23\u2019s requirements are\n\n\n\n 3\n\fCase No. 1:22-cv-00453-PAB-KAS Document 97 filed 10/15/24 USDC Colorado pg 4 of 19\n\n\n\n\n satisfied. DG ex rel. Stricklin v. Devaughn, 594 F.3d 1188, 1194 (10th Cir. 2010) (citing\n\n Shook v. Bd. of Cnty. Comm\u2019rs of the Cnty. of El Paso, 386 F.3d 963, 968 (10th Cir.\n\n 2004)).\n\n A. Rule 23(a)\n\n Rule 23(a) requires that (1) the class be so numerous that joinder is\n\n impracticable; (2) there are questions of law or fact common to the class; (3) the claims\n\n of the representative parties are typical of those of the class; and (4) the representative\n\n parties will fairly and adequately protect the interests of the class. Fed. R. Civ. P. 23(a).\n\n In the order on the motion for preliminary approval, Docket No. 87 at 9-14, the Court\n\n found that each of the requirements was met and incorporates those findings herein.\n\n Accordingly, the requirements of Rule 23(a) are met.\n\n B. Rule 23(b)(3)\n\n The Court preliminarily certified the class under Rule 23(b)(3), id. at 14-16, which\n\n states that a class action may be maintained if \u201cthe questions of law or fact common to\n\n class members predominate over any questions affecting only individual members, and\n\n [ ] a class action is superior to other available methods for fairly and efficiently\n\n adjudicating the controversy.\u201d Fed. R. Civ. P. 23(b)(3). The Court finds that final\n\n certification is appropriate for the same reasons it found preliminary approval was\n\n warranted. See Docket No. 87 at 14-16.\n\n\n\n\n 4\n\fCase No. 1:22-cv-00453-PAB-KAS Document 97 filed 10/15/24 USDC Colorado pg 5 of 19\n\n\n\n\n III. FINAL APPROVAL OF CLASS ACTION SETTLEMENT\n\n A. Overview of the Settlement Agreement\n\n The proposed Settlement Class consists of the members of the Securities Act\n\n Settlement Class and the Exchange Act Settlement Class. Docket No. 85-1 at 13,\n\n \u00b6 1.52. The Securities Act Settlement Class consists of:\n\n all Persons and entities who, in domestic transactions or on the NYSE,\n purchased or otherwise acquired Gatos common stock pursuant or\n traceable to the 2020 Registration Statement or the 2021 Registration\n Statement, and were damaged thereby.\n\n Id. at 12, \u00b6 1.49. The Exchange Act Settlement Class consists of:\n\n (i) all Persons and entities who purchased or otherwise acquired Gatos\n common stock listed on the NYSE, from December 9, 2020 through\n January 25, 2022, both inclusive, and were damaged thereby; (ii) all\n Persons and entities who, in domestic transactions, purchased or\n otherwise acquired publicly traded call options on Gatos common stock,\n from December 9, 2020 through January 25, 2022, both inclusive, and\n were damaged thereby; and/or (iii) all Persons and entities who, in\n domestic transactions, sold publicly traded put options on Gatos common\n stock, from December 9, 2020 through January 25, 2022, both inclusive,\n and were damaged thereby.\n\n Id. at 7, \u00b6 1.16. The proposed Settlement Class excludes:\n\n Defendants, the current and Class Period officers and directors of the\n Company, the members of the immediate families and the legal\n representatives, affiliates, heirs, successors-in-interest, or assigns of any\n such excluded person, any entity in which such excluded persons have or\n had a majority interest, and the Electrum Group, LLC; provided, however,\n that any \u201cInvestment Vehicle\u201d shall not be excluded from the Settlement\n Class.\n\n Id. at 13, \u00b6 1.52.\n\n The settlement agreement provides for a net settlement fund of $21,000,000. Id.\n\n at 15, \u00b6 2.1. The class members will receive pro rata shares of the net fund based on\n\n their recognized losses in transactions in Gatos securities. Docket No. 89-1 at 17;\n\n\n\n 5\n\fCase No. 1:22-cv-00453-PAB-KAS Document 97 filed 10/15/24 USDC Colorado pg 6 of 19\n\n\n\n\n Docket No. 85-2 at 29, \u00b6 25; see Docket No. 85-1 at 26, \u00b6 6.10 (the fund shall be\n\n distributed \u201csubstantially in accordance with a Plan of Allocation described in the Notice\n\n and approved by the Court\u201d). The settlement agreement permits lead counsel to seek\n\n attorneys\u2019 fees and costs and permits the representative plaintiffs to seek an award\n\n pursuant to 15 U.S.C. \u00a7 78u-4(a)(4). Docket No. 85-1 at 28, \u00b6 7.1; see 15 U.S.C. \u00a7 78u-\n\n 4(a)(4). Class counsel seeks an award of $5,880,000 in attorneys\u2019 fees, amounting to\n\n 28 percent of the settlement fund, payment of litigation expenses in the amount of\n\n $226,314, and service awards for the representative plaintiffs of $15,000 in the\n\n aggregate. Docket No. 90-1 at 5, 16.\n\n B. Notice to Settlement Class\n\n Under Rule 23(e)(1), a district court approving a class action settlement \u201cmust\n\n direct notice in a reasonable manner to all class members who would be bound by the\n\n proposal.\u201d Fed. R. Civ. P. 23(e)(1). Rule 23(c)(2)(B) provides, in relevant part, that for\n\n \u201cany class certified under Rule 23(b)(3), the court must direct to class members the best\n\n notice that is practicable under the circumstances, including individual notice to all\n\n members who can be identified through reasonable effort.\u201d Fed. R. Civ. P. 23(c)(2)(B).\n\n In addition to the requirements of Rule 23, the Due Process Clause also guarantees\n\n unnamed class members the right to notice of a settlement. DeJulius v. New England\n\n Health Care Emps. Pension Fund, 429 F.3d 935, 943-44 (10th Cir. 2005). However,\n\n due process does not require that each class member receive actual notice to be bound\n\n by the adjudication of a representative action. Id. Instead, the procedural rights of\n\n absent class members are satisfied so long as \u201cthe best notice practicable [is given]\n\n under the circumstances including individual notice to all members who can be\n\n\n\n 6\n\fCase No. 1:22-cv-00453-PAB-KAS Document 97 filed 10/15/24 USDC Colorado pg 7 of 19\n\n\n\n\n identified through reasonable effort.\u201d In re Integra Realty Resources, Inc., 262 F.3d\n\n 1089, 1110 (10th Cir. 2001) (citation omitted). Thus, the legal standards for satisfying\n\n Rule 23(c)(2)(B) and the constitutional guarantee of procedural due process are\n\n \u201ccoextensive and substantially similar.\u201d DeJulius, 429 F.3d at 944.\n\n The parties agreed to provide direct and individual notice, in the form of a self-\n\n mailer, 2 to be distributed to class members though direct mail. Docket No. 87 at 20.\n\n They agreed that the claim administrator, Epiq Class Action and Claims Solutions, Inc.\n\n (\u201cEpiq\u201d), would disseminate the notices using a list from defendants\u2019 securities transfer\n\n agent of all persons who purchased or otherwise acquired Gatos securities between\n\n October 28, 2020 and January 25, 2022, as well as Epiq\u2019s proprietary list of U.S. banks,\n\n brokerage firms, and nominees that purchase securities on behalf of beneficial owners.\n\n Id. at 21 (citing Docket No. 82-1 at 24). The Court previously approved the parties\u2019\n\n notice plan, notice forms, and claim form. See id. at 20-21.\n\n Epiq mailed 71 notices to the addresses listed by defendants\u2019 securities transfer\n\n agent and 990 notices to addresses from Epiq\u2019s list of nominees. Docket No. 91-4 at 3-\n\n 4, \u00b6\u00b6 3-5. The notice directed nominees and brokers who purchased Gatos securities\n\n for the beneficial interest of a person or organization other than themselves to either\n\n provide a list of names and addresses of all such beneficial owners to Epiq or request\n\n from Epiq sufficient copies of the notice to forward to all such beneficial owners. Id. at\n\n 4, \u00b6 6. As a result, Epiq received, and mailed notices to, 3,649 additional potential\n\n Settlement Class Members and provided 5,555 notices to brokers and nominees to\n\n\n\n\n 2 A \u201cself-mailer\u201d is a folded document with eight 10.5\u201d x 6\u201d panels. Docket No.\n 82-1 at 16.\n 7\n\fCase No. 1:22-cv-00453-PAB-KAS Document 97 filed 10/15/24 USDC Colorado pg 8 of 19\n\n\n\n\n forward to their customers. Id. at 5, \u00b6 8. In addition, one nominee, Broadridge,\n\n informed Epiq that it had emailed 3 18,889 copies of the notice to beneficial owners. Id.,\n\n \u00b6 10. Furthermore, Epiq published a summary notice in Investor\u2019s Business Daily,\n\n transmitted a summary notice over PR Newswire, and published digital notice in the\n\n form of banner advertisements on the Google Display Network and Yahoo! Finance\n\n websites. Id. at 6, \u00b6 12; Docket No. 91-4 at 6, \u00b6 12. Additionally, Epiq maintains a\n\n website dedicated to the settlement of the action which makes available copies of the\n\n notice, summary notice, long-form notice, proof of claim form, legal documents filed in\n\n this action, answers to frequently asked questions, and instructions on how to submit\n\n claims, opt out of the settlement, and submit objections. Docket No. 91-4 at 7, \u00b6\u00b6 14,\n\n 16-17. Finally, Epiq maintains a toll-free telephone line, email address, and P.O. Box\n\n through which class members can contact the claims administrator. Id. at 8-9, \u00b6\u00b6 20-21.\n\n The Court finds that this notice procedure satisfies Rule 23(c)(2)(B) and (e)(1).\n\n\n\n\n 3 Although the parties did not seek the Court\u2019s approval of notice by email at the\n\n preliminary settlement approval stage, \u201c[c]ourts have acknowledged that \u2018notice by\n email and text is reasonable in today\u2019s mobile society\u2019 and that \u2018these methods of\n communication may offer a more reliable means of reaching an individual even if that\n individual is away from home or has moved.\u2019\u201d See Bowling v. DaVita, Inc., No. 21-cv-\n 03033-NYW-KLM, 2023 WL 4364140, at *10 (D. Colo. Jul. 6, 2023) (certifying a\n collective action under the Fair Labor Standards Act) (quoting Calvillo v. Bull Rogers,\n Inc., 267 F. Supp. 3d 1307, 1315 (D.N.M. 2017)). The Court finds that email notice to\n Broadridge customers is satisfactory under Rule 23(e)(1). See Wornicki v.\n Brokerpriceopinion.com, Inc., No. 13-cv-03258-PAB-KMT, 2017 WL 3283139, at *4-5\n (D. Colo. Aug. 2, 2017) (holding that proposed plan to give notice to class members via\n email satisfied the requirements of Rule 23(e)(1)); Sobolewski v. Boselli & Sons, LLC,\n No. 16-cv-01573-RM-STV, 2017 WL 4586108, at *3 (D. Colo. Oct. 16, 2017) (approving\n email notice in a class and collective action because \u201cwhile United States mail may be\n the preferred method of providing notice, it is not the only method\u201d) (quotation and\n citation omitted).\n 8\n\fCase No. 1:22-cv-00453-PAB-KAS Document 97 filed 10/15/24 USDC Colorado pg 9 of 19\n\n\n\n\n C. Analysis of Rule 23(e) Factors\n\n Rule 23(e) provides that a proposed settlement may only be approved after a\n\n \u201cfinding that it is fair, reasonable, and adequate.\u201d Fed. R. Civ. P. 23(e)(2). In making\n\n this determination, \u201ctrial judges bear the important responsibility of protecting absent\n\n class members\u201d and must be \u201cassur[ed] that the settlement represents adequate\n\n compensation for the release of the class claims.\u201d In re Pet Food Prods. Liab. Litig.,\n\n 629 F.3d 333, 349 (3d Cir. 2010); see also Amchem Prods., Inc. v. Windsor, 521 U.S.\n\n 591, 623 (1997) (noting that the Rule 23(e) inquiry \u201cprotects unnamed class members\n\n from unjust or unfair settlements affecting their rights when the representatives become\n\n fainthearted before the action is adjudicated or are able to secure satisfaction of their\n\n individual claims by a compromise\u201d) (citations omitted).\n\n To determine whether a proposed settlement is fair, reasonable, and adequate,\n\n courts consider the following factors: (1) whether the proposed settlement was fairly and\n\n honestly negotiated; (2) whether serious questions of law and fact exist, placing the\n\n ultimate outcome of the litigation in doubt; (3) whether the value of an immediate\n\n recovery outweighs the mere possibility of future relief after protracted and expensive\n\n litigation; and (4) the judgment of the parties that the settlement is fair and reasonable.\n\n Rutter & Wilbanks Corp. v. Shell Oil Co., 314 F.3d 1180, 1188 (10th Cir. 2002). If the\n\n settling parties can establish these factors, courts usually presume that the proposed\n\n settlement is fair and reasonable. In re Warfarin Sodium Antitrust Litig., 391 F.3d 516,\n\n 535 (3d Cir. 2004) (applying an \u201cinitial presumption of fairness\u201d to a proposed settlement\n\n where: (1) it is the result of arm\u2019s length negotiations; (2) it is based on sufficient\n\n\n\n\n 9\n\fCase No. 1:22-cv-00453-PAB-KAS Document 97 filed 10/15/24 USDC Colorado pg 10 of\n 19\n\n\n\n\n discovery; (3) the proponents of the settlement are experienced in similar litigation; and\n\n (4) only a small fraction of the class objected).\n\n In addition, Rule 23(e)(2) states that a court is to consider the following factors\n\n when determining whether a settlement is fair, reasonable, and adequate:\n\n (A) the class representatives and class counsel have adequately represented the\n class;\n (B) the proposal was negotiated at arm\u2019s length;\n (C) the relief provided for the class is adequate, taking into account:\n (i) the costs, risks, and delay of trial and appeal;\n (ii) the effectiveness of any proposed method of distributing relief to the\n class, including the method of processing class-member claims;\n (iii) the terms of any proposed award of attorney\u2019s fees, including timing of\n payment; and\n (iv) any agreement required to be identified under Rule 23(e)(3); and\n (D) the proposal treats class members equitably relative to each other.\n\n Fed. R. Civ. P. 23(e)(2). \u201cThe goal of this amendment is . . . to focus the court and the\n\n lawyers on the core concerns of procedure and substance that should guide the\n\n decision whether to approve the proposal.\u201d Fed. R. Civ. P. 23(e)(2), advisory\n\n committee\u2019s note to 2018 amendment.\n\n The Court determines that the settlement agreement is fair, reasonable, and\n\n adequate under the factors set forth in Rule 23(e)(2) and Rutter. The Court finds that\n\n the negotiations were conducted fairly and honestly. The settlement agreement was the\n\n product of arms-length negotiations between the parties. See Docket No. 89-1 at 10-\n\n 11. The parties participated in an all-day, in-person mediation session before Mr.\n\n Meyer, and accepted Mr. Meyer\u2019s formal mediator\u2019s proposal that the case settle for\n\n $21,000,000. Id. There is no evidence that the settlement agreement was the result of\n\n a collusive agreement between the parties.\n\n\n\n\n 10\n\fCase No. 1:22-cv-00453-PAB-KAS Document 97 filed 10/15/24 USDC Colorado pg 11 of\n 19\n\n\n\n\n Furthermore, the Court finds that serious questions of law and fact exist placing\n\n the ultimate outcome of the litigation in doubt. The parties stipulate that, \u201c[a]lthough\n\n Plaintiffs and Plaintiffs\u2019 Counsel believe that the claims asserted are meritorious,\n\n continued litigation nonetheless posed significant risks to securing any recovery\u201d given\n\n defendants\u2019 previously filed motion to dismiss and defendants\u2019 \u201csignificant defenses.\u201d\n\n Docket No. 91 at 18, \u00b6\u00b6 35-37.\n\n Additionally, the Court finds that the value of an immediate recovery outweighs\n\n the possibility of future relief after protracted and expensive litigation. The proposed\n\n settlement amounts to between 9.4% and 63% of plaintiffs\u2019 potential recovery at trial.\n\n Docket No. 89-1 at 13; Docket No. 91 at 19, \u00b6\u00b6 39-41. However, even a 9.4% recovery\n\n exceeds the median recovery in cases alleging violations of the Securities Exchange\n\n Act. Moreover, Gatos\u2019 financial position casts doubt on the possibility of a larger\n\n recovery if plaintiffs were awarded more than $21,000,000 in damages at trial. Docket\n\n No. 89-1 at 13; Docket No. 91 at 19-20, \u00b6\u00b6 40, 42. Given the uncertainty of class\n\n members\u2019 likelihood of success on the merits, Gatos\u2019 financial position, and the\n\n prospects of protracted litigation, the Court finds that immediate recovery outweighs the\n\n time and costs inherent in prolonging this litigation.\n\n Furthermore, the parties believe that the settlement is fair and reasonable. Class\n\n counsel have extensive experience in securities actions, see Docket No. 91 at 31-32,\n\n \u00b6\u00b6 82-87, and state that the settlement agreement is \u201can outstanding result that\n\n provides the Settlement Class with a valuable, immediate recovery instead of the risk\n\n and uncertainty of years of further litigation.\u201d Docket No. 89-1 at 5. At the fairness\n\n hearing, the parties agreed that the settlement is fair and reasonable.\n\n\n\n 11\n\fCase No. 1:22-cv-00453-PAB-KAS Document 97 filed 10/15/24 USDC Colorado pg 12 of\n 19\n\n\n\n\n Additionally, no class members objected to the settlement agreement. Docket\n\n No. 89-1 at 15; Docket No. 91-4 at 10, \u00b6 27; see also Docket No. 96 at 1 (courtroom\n\n minutes noting that there were no objectors present at the fairness hearing). Moreover,\n\n no class members requested exclusion from the settlement. Docket No. 89-1 at 15;\n\n Docket No. 91-4 at 10, \u00b6 27. The reaction of class members indicates that the relief is\n\n adequate and that class members support the settlement. Finally, the Court finds that\n\n the settlement treats class members equitably and the representative plaintiffs and\n\n class counsel have adequately represented the class.\n\n As a result, the Court finds that the settlement agreement is fair, reasonable, and\n\n adequate under the factors set forth in Rule 23(e)(2) and Rutter.\n\n IV. ATTORNEYS\u2019 FEES, COSTS, AND SERVICE AWARDS\n\n The representative plaintiffs filed a motion for attorneys\u2019 fees, costs, and service\n\n awards. Docket No. 90. Class counsel requests attorneys\u2019 fees in the amount of\n\n $5,880,000, 28 percent of the settlement fund, as well as $226,314 in expenses.\n\n Docket No. 90-1 at 5, 16. The representative plaintiffs request a combined award of\n\n $15,000. Id. No class members objected to the request for attorneys\u2019 fees, expenses,\n\n or service awards. Id. at 18; Docket No. 96 at 1.\n\n In a certified class action, the court may award reasonable attorneys\u2019 fees and\n\n costs that are authorized by the parties\u2019 agreement provided that (1) the claim for an\n\n award is made by a motion under Rule 54(d)(2) and notice of the motion is directed to\n\n class members; (2) a class member or party from whom payment is sought may object;\n\n and (3) the court finds facts and states its legal conclusions. Fed. R. Civ. P. 23(h). The\n\n notice provided to class members stated that class counsel would request an attorneys\u2019\n\n\n\n 12\n\fCase No. 1:22-cv-00453-PAB-KAS Document 97 filed 10/15/24 USDC Colorado pg 13 of\n 19\n\n\n\n\n fee award not to exceed 28% of the settlement fund, costs not to exceed $325,000, and\n\n service awards of no more than $15,000 in aggregate. Docket No. 91-4 at 17.\n\n A. Attorneys\u2019 Fees\n\n In common fund cases, the Tenth Circuit has \u201crecognized the propriety of\n\n awarding attorneys\u2019 fees . . . on a percentage of the fund, rather than lodestar, basis.\u201d\n\n Uselton v. Commercial Lovelace Motor Freight, Inc., 9 F.3d 849, 853 (10th Cir. 1993);\n\n accord Gottlieb v. Barry, 43 F.3d 474, 483 (10th Cir. 1994) (holding that, although either\n\n method is permissible in common fund cases, \u201cUselton implies a preference for the\n\n percentage of the fund method\u201d). Because this is a common fund case and because\n\n the fee request is for a percentage of the common fund, the Court will consider the\n\n attorneys\u2019 fees award using the percentage of the fund approach. See Brown v. Phillips\n\n Petroleum Co., 838 F.2d 451, 454 (10th Cir. 1988) (distinguishing common fund and\n\n statutory fees cases); see also Paulson v. McKowen, No. 19-cv-02639-PAB-NYW, 2023\n\n WL 2528783, at *7 (D. Colo. Mar. 15, 2023).\n\n The \u201cpercentage reflected in a common fund award must be reasonable\u201d and the\n\n court \u201cmust articulate specific reasons for fee awards.\u201d Brown, 838 F.2d at 454 (citation\n\n and internal quotations omitted). In determining the reasonableness of a percentage\n\n award, courts apply the Johnson factors, which are:\n\n (1) the time and labor involved; (2) the novelty and difficulty of the questions; (3)\n the skill requisite to perform the legal service properly; (4) the preclusion of other\n employment by the attorney due to acceptance of the case; (5) the customary\n fee; (6) any prearranged fee - this is helpful but not determinative; (7) time\n limitations imposed by the client or the circumstances; (8) the amount involved\n and the results obtained; (9) the experience, reputation, and ability of the\n attorneys; (10) the undesirability of the case; (11) the nature and length of the\n professional relationship with the client; and (12) awards in similar cases.\n\n\n\n\n 13\n\fCase No. 1:22-cv-00453-PAB-KAS Document 97 filed 10/15/24 USDC Colorado pg 14 of\n 19\n\n\n\n\n Id. at 454-55 (citing Johnson v. Ga. Highway Express, Inc., 488 F.2d 714, 717\n\n (5th Cir. 1974)); see also Gottlieb, 43 F.3d at 483. \u201c[R]arely are all of the Johnson\n\n factors applicable; this is particularly so in a common fund situation.\u201d Brown, 838 F.2d\n\n at 455-56 (\u201cThe court here clearly considered all of the relevant Johnson factors and\n\n applied them appropriately.\u201d). Thus, in evaluating the reasonableness of a fee award, a\n\n court need not specifically address each Johnson factor. Gudenkauf v. Stauffer\n\n Commc\u2019ns, Inc., 158 F.3d 1074, 1083 (10th Cir. 1998).\n\n Class counsel have significant experience in class action cases and securities\n\n litigation, as reflected in the information provided to the Court. See Docket No. 90-1 at\n\n 13; Docket No. 91-7 at 20-47 (describing experience of the Wheeler Trigg O\u2019Donnell\n\n LLP attorneys who worked on this case with regard to class action and securities\n\n litigation); Docket No. 91-8 at 13-14 (describing experience of The Schall Law Firm\n\n attorneys who worked on this case with regard to class action and securities litigation);\n\n Docket No. 91-9 at 3, \u00b6 3 (describing Susan R. Podolsky\u2019s experience with class actions\n\n and securities litigation). Class counsel additionally took this case on a contingency\n\n basis, see Docket No. 90-1 at 15, adding to the risk class counsel incurred by bringing\n\n the case. See In re Crocs, Inc. Secs. Litig., No. 07-cv-02351-PAB-KLM, 2014 WL\n\n 4670886, at *4 (D. Colo. Sept. 18, 2015) (\u201cA contingent fee arrangement often weighs in\n\n favor of a greater fee because such a large investment of money and time places\n\n incredible burdens upon law practices.\u201d (internal alterations, quotations, and citation\n\n omitted)). A fee of one-third of the common fund is typical in complex cases. See id. at\n\n *3 (collecting cases). Class counsel\u2019s fee request is 28 percent of the common fund.\n\n Docket No. 90-1 at 5. The Court finds that, under the Johnson factors, an award of 28\n\n\n\n 14\n\fCase No. 1:22-cv-00453-PAB-KAS Document 97 filed 10/15/24 USDC Colorado pg 15 of\n 19\n\n\n\n\n percent of the settlement fund in attorneys\u2019 fees to class counsel is reasonable. 4\n\n Accordingly, the Court awards class counsel $5,880,000 in attorneys\u2019 fees.\n\n B. Expenses\n\n Plaintiffs request $226,314 for litigation expenses. Id. at 18. Class counsel state\n\n that the expenses include fees related to consulting experts, an investigator, counsel for\n\n a former Gatos employee, mediation fees, legal research, service and filing fees, and\n\n transportation costs to attend mediation. Id.; see also Docket No. 91-6 at 7; Docket No.\n\n 91-7 at 5, \u00b6 11. This request is significantly below the maximum of $325,000 set out in\n\n the class notice. See Docket No. 91-4 at 17. The Court finds that these costs are\n\n reasonable and therefore awards class counsel $226,314 for litigation expenses.\n\n C. Incentive Award\n\n \u201cCourts have recognized that an award may be appropriate to provide an\n\n incentive to act as a named plaintiff.\u201d Chieftain Royalty Co. v. Enervest Energy\n\n Institutional Fund XIII-A, L.P., 888 F.3d 455, 467 (10th Cir. 2017). Additionally, \u201ccourts\n\n regularly give incentive awards to compensate named plaintiffs for the work they\n\n performed\u2014their time and effort invested in the case.\u201d Id. at 468 (collecting cases); see\n\n also 15 U.S.C. \u00a7 78u-4(a)(4) (permitting an award to a representative party serving on\n\n behalf of a class that is directly related to the representation of the class). Plaintiffs\n\n\n\n\n 4 Furthermore, class counsel represent that, under the lodestar method, they\n\n would have incurred $1,853,045 in attorneys\u2019 fees. Docket No. 90-1 at 16. A fee award\n of $5,880,000 is equal to the loadstar with a 3.17 multiplier. Id. Courts have awarded\n fees equivalent to the loadstar with multipliers ranging from 0.8 to 4.6. Mishkin v.\n Zynex, Inc., No. 09-cv-00780-REB-KLM, 2012 WL 4069295, at *2 (D. Colo. Sep. 14,\n 2012) (awarding a fee equivalent to the loadstar with a 0.8 multiplier and collecting\n cases approving multipliers ranging from 2.5 to 4.6). The Court finds that the loadstar\n cross-check weighs in favor of the reasonableness of the award.\n 15\n\fCase No. 1:22-cv-00453-PAB-KAS Document 97 filed 10/15/24 USDC Colorado pg 16 of\n 19\n\n\n\n\n request an award of $10,000 for Mr. Betz and $5,000 for Mr. Sweidan. Docket No. 90-1\n\n at 19. Plaintiffs state that these awards \u201creflect the time that [the representative\n\n plaintiffs] devoted to overseeing this Action.\u201d Id. Mr. Betz spent 64 hours and Mr.\n\n Sweidan spent 20 hours overseeing the litigation, which included conferring with class\n\n counsel and reviewing pleadings, motions, and other filings. Id. In addition, Mr. Betz\n\n participated in the mediation. Id. The Court finds that the service awards are fair and\n\n reasonable based on the representative plaintiffs\u2019 involvement in this case. As a result,\n\n the Court awards Mr. Betz a service award of $10,000 and Mr. Sweidan a service award\n\n of $5,000.\n\n VII. CONCLUSION\n\n Therefore, it is\n\n ORDERED that Plaintiffs\u2019 Motion for Final Approval of the Settlement and\n\n Approval of the Plan of Allocation [Docket No. 89] is GRANTED. It is further\n\n ORDERED that Lead Counsel and WTO\u2019s Motion for Awards of Attorneys\u2019 Fees,\n\n Litigation Expenses, and Reasonable Costs and Expenses to Plaintiffs [Docket No. 90]\n\n is GRANTED. It is further\n\n ORDERED that, pursuant to Rule 23(b)(3) of the Federal Rules of Civil\n\n Procedure, and for the purposes of settlement only, the settlement class is certified as\n\n follows:\n\n All Persons and entities who, in domestic transactions or on the NYSE,\n purchased or otherwise acquired Gatos common stock pursuant or\n traceable to the 2020 Registration Statement or the 2021 Registration\n Statement, and were damaged thereby; all Persons and entities who\n purchased or otherwise acquired Gatos common stock listed on the\n NYSE, from December 9, 2020 through January 25, 2022, both inclusive,\n and were damaged thereby; all Persons and entities who, in domestic\n transactions, purchased or otherwise acquired publicly traded call options\n\n 16\n\fCase No. 1:22-cv-00453-PAB-KAS Document 97 filed 10/15/24 USDC Colorado pg 17 of\n 19\n\n\n\n\n on Gatos common stock, from December 9, 2020 through January 25,\n 2022, both inclusive, and were damaged thereby; and/or all Persons and\n entities who, in domestic transactions, sold publicly traded put options on\n Gatos common stock, from December 9, 2020 through January 25, 2022,\n both inclusive, and were damaged thereby. Excluded from the Settlement\n Class are Defendants, the current and Class Period officers and directors\n of the Company, the members of the immediate families and the legal\n representatives, affiliates, heirs, successors-in-interest, or assigns of any\n such excluded person, any entity in which such excluded persons have or\n had a majority interest, and the Electrum Group, LLC; provided, however,\n that any \u201cInvestment Vehicle\u201d shall not be excluded from the Settlement\n Class.\n\n It is further\n\n ORDERED that that the Court finds, solely for the purposes of this settlement,\n\n that the prerequisites for a class action under Rules 23(a) and (b)(3) of the Federal\n\n Rules of Civil Procedure have been satisfied in that: (a) the members of the settlement\n\n class are so numerous that joinder of all members is impracticable; (b) there are\n\n questions of law and fact common to the class; (c) the claims of the named plaintiffs are\n\n typical of the claims of the class; (d) the named plaintiffs and plaintiffs\u2019 counsel have\n\n fairly and adequately represented and protected the interests of all of the class\n\n members; and (e) questions of law or fact predominate over any questions affecting\n\n only individual members and a class action is superior to other available methods for\n\n fairly and efficiently adjudicating the controversy. It is further\n\n ORDERED that the Court finds that the notice given to members of the class\n\n was the best notice practicable under the circumstances, was reasonably calculated\n\n under the circumstances to apprise such members of the pendency of this action and to\n\n afford them an opportunity to object to, and meets the requirements of Rule 23 (c)(2)(B)\n\n and (e)(1). Because the Court has afforded a full opportunity to all class members to be\n\n\n\n\n 17\n\fCase No. 1:22-cv-00453-PAB-KAS Document 97 filed 10/15/24 USDC Colorado pg 18 of\n 19\n\n\n\n\n heard, the Court further determines that all members of the class are bound by the\n\n settlement agreement. It is further\n\n ORDERED that, pursuant to Rule 23(e)(2) of the Federal Rules of Civil\n\n Procedure, this Court finds that the settlement agreement is fair, reasonable, and\n\n adequate. Accordingly, the Court gives final approval to the settlement agreement in all\n\n respects and authorizes and directs the parties to consummate the settlement\n\n agreement in accordance with its terms and provisions. It is further\n\n ORDERED that plaintiffs shall file the settlement agreement as a separate docket\n\n entry within ten days of the entry of this order. It is further\n\n ORDERED that the representative plaintiffs and all class members are\n\n permanently enjoined and barred from asserting, initiating, prosecuting, or continuing\n\n any of the claims released by the settlement agreement. It is further\n\n ORDERED that class counsel is awarded $5,880,000 from the settlement fund,\n\n which represents twenty eight percent of the net settlement fund. It is further\n\n ORDERED that lead plaintiff Bard Betz is awarded a service award of $10,000\n\n from the settlement fund. It is further\n\n ORDERED that plaintiff Jude Sweidan is awarded a service award of $5,000\n\n from the settlement fund. It is further\n\n ORDERED that class counsel shall be reimbursed $226,314 for litigation\n\n expenses from the settlement fund. It is further\n\n ORDERED that neither this order nor the settlement agreement is an admission\n\n or concession by defendants respecting any facts, liabilities, or wrongdoing. It is further\n\n\n\n\n 18\n\fCase No. 1:22-cv-00453-PAB-KAS Document 97 filed 10/15/24 USDC Colorado pg 19 of\n 19\n\n\n\n\n ORDERED that, without affecting the finality of this order, this Court retains\n\n jurisdiction to consider all further matters arising out of or connected with the settlement\n\n agreement, including its implementation. It is further\n\n ORDERED that judgment shall be entered dismissing this case with prejudice.\n\n\n DATED October 15, 2024.\n BY THE COURT:\n\n ___________________________\n PHILIP A. BRIMMER\n Chief United States District Judge\n\n\n\n\n 19\n\f","ocr_status":2,"date_upload":"2024-10-16T01:31:27.559455-07:00","document_number":"97","attachment_number":null,"pacer_doc_id":"039011545324","is_available":true,"is_free_on_pacer":true,"is_sealed":null,"document_type":1,"description":"Order on Motion for Attorney Fees AND Order on Motion for Order","acms_document_guid":""}],"date_created":"2024-10-15T11:30:46.351148-07:00","date_modified":"2025-01-09T03:38:08.422649-08:00","date_filed":"2024-10-15","time_filed":"12:07:35","entry_number":97,"recap_sequence_number":"2024-10-15.001","pacer_sequence_number":419,"description":"ORDER by Chief Judge Philip A. Brimmer on 10/15/24. ORDERED that Plaintiffs' Motion for Final Approval of the Settlement and Approval of the Plan of Allocation 89 is GRANTED. Lead Counsel and WTO's Motion for Awards of Attorneys' Fees, Litigation Expenses, and Reasonable Costs and Expenses to Plaintiffs 90 is GRANTED. Plaintiffs shall file the settlement agreement as a separate docket entry within ten days of the entry of this order. Judgment shall be entered dismissing this case with prejudice.(sgrim) (Entered: 10/15/2024)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/397742759/","id":397742759,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/63118954/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/406920621/","id":406920621,"tags":[],"absolute_url":"/docket/63118954/96/bilinsky-v-gatos-silver-inc/","date_created":"2024-07-28T23:20:51.271603-07:00","date_modified":"2026-06-26T03:22:01.340244-07:00","sha1":"3f3861900652e8d55cb991d2d4b937a026a3b651","page_count":2,"file_size":109911,"filepath_local":"recap/gov.uscourts.cod.213364/gov.uscourts.cod.213364.96.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cod.213364/gov.uscourts.cod.213364.96.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case No. 1:22-cv-00453-PAB-KAS Document 96 filed 05/31/24 USDC Colorado\n pg 1 of 2\n\n\n\n\n IN THE UNITED STATES DISTRICT COURT\n FOR THE DISTRICT OF COLORADO\n Chief Judge Philip A. Brimmer\n\nCivil Action No.: 22-cv-00453-PAB-KAS Date: May 31, 2024\nCourtroom Deputy: Sabrina Grimm Court Reporter: Janet Coppock\n\nParties: Counsel:\n\nMICHAEL BILINSKY, individually and on behalf of Kathryn Reilly\nothers similarly situated, Daniel Guisbond\n Evan Kubota\n Joseph Fonti\n\n Plaintiff,\n\nv.\n\nGATOS SILVER, INC., Michael Flynn\nSTEPHEN ORR, Lindsey Idelberg\nROGER JOHNSON,\nPHILIP PYLE,\nJANICE STAIRS,\nALI ERFAN,\nIGOR GONZALES,\nKARL HANNEMAN,\nDAVID PEAT,\nCHARLES HANSARD, and\nDANIEL MU\u00d1IZ QUINTANILLA,\n\n Defendants.\n\n\n COURTROOM MINUTES\n\n\nFAIRNESS HEARING\n\n10:05 a.m. Court in session.\n\nAppearances of counsel.\n\nThere are no class members present in the courtroom that want to make objections to\nthe class settlement.\n\fCase No. 1:22-cv-00453-PAB-KAS Document 96 filed 05/31/24 USDC Colorado\n pg 2 of 2\n\n\n\n\nDiscussion regarding notice and approval of settlement.\n\nThe Court will issue a written order regarding Plaintiffs\u2019 Motion for Final Approval of the\nSettlement and Approval of the Plan of Allocation [89] and Lead Counsel and WTO\u2019s\nMotion for Award of Attorney\u2019s Fees, Litigation Expenses, and Reasonable Costs and\nExpenses to Palintiffs [90].\n\n10:22 a.m. Court in recess.\n\nHearing concluded.\nTotal time in court: 00:17\n\n\n\n\n 2\n\f","ocr_status":2,"date_upload":"2026-06-25T03:45:45.316212-07:00","document_number":"96","attachment_number":null,"pacer_doc_id":"039011312662","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2024-07-28T23:20:51.257693-07:00","date_modified":"2025-01-09T03:38:08.405194-08:00","date_filed":"2024-05-31","time_filed":null,"entry_number":96,"recap_sequence_number":"2024-05-31.001","pacer_sequence_number":415,"description":"COURTROOM MINUTES for Fairness Hearing held on 5/31/2024 before Chief Judge Philip A. Brimmer. The Court will issue a written order regarding Plaintiffs' Motion for Final Approval of the Settlement and Approval of the Plan of Allocation 89 and Lead Counsel and WTO's Motion for Award of Attorneys Fees, Litigation Expenses, and Reasonable Costs and Expenses to Palintiffs 90 . Court Reporter: Janet Coppock. (sgrim) (Entered: 05/31/2024)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/397742758/","id":397742758,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/63118954/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/406920620/","id":406920620,"tags":[],"absolute_url":"/docket/63118954/95/bilinsky-v-gatos-silver-inc/","date_created":"2024-07-28T23:20:51.240995-07:00","date_modified":"2025-01-09T03:38:08.394398-08:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"95","attachment_number":null,"pacer_doc_id":"039011310502","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2024-07-28T23:20:51.226133-07:00","date_modified":"2025-01-09T03:38:08.386211-08:00","date_filed":"2024-05-30","time_filed":null,"entry_number":95,"recap_sequence_number":"2024-05-30.001","pacer_sequence_number":402,"description":"NOTICE of Entry of Appearance by Lindsey Idelberg on behalf of Ali Erfan, Gatos Silver, Inc., Igor Gonzales, Karl Hanneman, Charles Hansard, Roger Johnson, Daniel Muniz Quintanilla, Stephen Orr, David Peat, Philip Pyle, Janice StairsAttorney Lindsey Idelberg added to party Ali Erfan(pty:dft), Attorney Lindsey Idelberg added to party Gatos Silver, Inc.(pty:dft), Attorney Lindsey Idelberg added to party Igor Gonzales(pty:dft), Attorney Lindsey Idelberg added to party Karl Hanneman(pty:dft), Attorney Lindsey Idelberg added to party Charles Hansard(pty:dft), Attorney Lindsey Idelberg added to party Roger Johnson(pty:dft), Attorney Lindsey Idelberg added to party Daniel Muniz Quintanilla(pty:dft), Attorney Lindsey Idelberg added to party Stephen Orr(pty:dft), Attorney Lindsey Idelberg added to party David Peat(pty:dft), Attorney Lindsey Idelberg added to party Philip Pyle(pty:dft), Attorney Lindsey Idelberg added to party Janice Stairs(pty:dft) (Idelberg, Lindsey) (Entered: 05/30/2024)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/397742757/","id":397742757,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/63118954/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/406920619/","id":406920619,"tags":[],"absolute_url":"/docket/63118954/94/bilinsky-v-gatos-silver-inc/","date_created":"2024-07-28T23:20:51.209347-07:00","date_modified":"2025-01-09T03:38:08.375911-08:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"94","attachment_number":null,"pacer_doc_id":"039011308780","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2024-07-28T23:20:51.195271-07:00","date_modified":"2025-01-09T03:38:08.367906-08:00","date_filed":"2024-05-29","time_filed":null,"entry_number":94,"recap_sequence_number":"2024-05-29.001","pacer_sequence_number":400,"description":"NOTICE of Entry of Appearance by Michael S. Flynn on behalf of Ali Erfan, Gatos Silver, Inc., Igor Gonzales, Karl Hanneman, Charles Hansard, Roger Johnson, Daniel Muniz Quintanilla, Stephen Orr, David Peat, Philip Pyle, Janice Stairs (Flynn, Michael) (Entered: 05/29/2024)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/397742756/","id":397742756,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/63118954/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/406920618/","id":406920618,"tags":[],"absolute_url":"/docket/63118954/93/bilinsky-v-gatos-silver-inc/","date_created":"2024-07-28T23:20:51.178922-07:00","date_modified":"2026-06-26T03:23:07.019543-07:00","sha1":"1f0d3d2a1b035aba51e78541be8452dba32f42e2","page_count":9,"file_size":593183,"filepath_local":"recap/gov.uscourts.cod.213364/gov.uscourts.cod.213364.93.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cod.213364/gov.uscourts.cod.213364.93.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case No. 1:22-cv-00453-PAB-KAS Document 93 filed 05/24/24 USDC Colorado\n pg 1 of 9\n\n\n\n\n UNITED STATES DISTRICT COURT\n FOR THE DISTRICT OF COLORADO\n\nCivil Action No. 1:22-cv-00453-PAB-KAS\n\nMICHAEL BILINSKY, Individually and on Behalf of All Others\nSimilarly Situated,\n\n Plaintiff,\n\nv.\n\nGATOS SILVER, INC.,\nSTEPHEN ORR,\nROGER JOHNSON,\nPHILIP PYLE,\nJANICE STAIRS,\nALI ERFAN,\nIGOR GONZALES,\nKARL HANNEMAN,\nDAVID PEAT,\nCHARLES HANSARD, and\nDANIEL MU\u00d1IZ QUINTANILLA,\n\n Defendants.\n\n\n REPLY MEMORANDUM OF LAW IN FURTHER SUPPORT OF:\n (I) PLAINTIFFS\u2019 MOTION FOR FINAL APPROVAL OF THE SETTLEMENT AND\n APPROVAL OF THE PLAN OF ALLOCATION; AND\n (II) LEAD COUNSEL AND WTO\u2019S MOTION FOR AWARDS OF\n ATTORNEYS\u2019 FEES, LITIGATION EXPENSES, AND\n REASONABLE COSTS AND EXPENSES TO PLAINTIFFS\n\fCase No. 1:22-cv-00453-PAB-KAS Document 93 filed 05/24/24 USDC Colorado\n pg 2 of 9\n\n\n\n\n TABLE OF CONTENTS\n\nPRELIMINARY STATEMENT .................................................................................................... 1\n\nI. NO SETTLEMENT CLASS MEMBER HAS OBJECTED .............................................. 1\n\nII. THE COURT SHOULD GRANT FINAL APPROVAL OF THE SETTLEMENT\n AND APPROVE THE PLAN OF ALLOCATION............................................................ 2\n\nIII. THE REQUESTED FEE AND EXPENSE AWARDS SHOULD BE\n APPROVED ....................................................................................................................... 5\n\nCONCLUSION ............................................................................................................................... 7\n\n\n\n\n i\n\fCase No. 1:22-cv-00453-PAB-KAS Document 93 filed 05/24/24 USDC Colorado\n pg 3 of 9\n\n\n\n\n Plaintiffs, Lead Counsel, and WTO respectfully submit this combined reply in further\n\nsupport of (I) Plaintiffs\u2019 Motion for Final Approval of the Settlement and Approval of the Plan of\n\nAllocation (ECF No. 89); and (II) Lead Counsel and WTO\u2019s Motion for Awards of Attorneys\u2019\n\nFees, Litigation Expenses, and Reasonable Costs and Expenses to Plaintiffs (ECF No. 90). 1\n\n PRELIMINARY STATEMENT\n\n On April 26, 2024, Plaintiffs, Lead Counsel, and WTO filed memoranda of law and\n\ndeclarations detailing Plaintiffs\u2019 Counsel\u2019s extensive effort that culminated in the proposed\n\n$21 million Settlement and the grounds for the requested fees and expenses. (See ECF Nos. 89-1,\n\n90-1, and 91.) No objections have been submitted. This uniformly positive response from the\n\nSettlement Class confirms that the Settlement is fair, reasonable, and adequate, and that the\n\nrequested fee and expense awards are appropriate.\n\nI. NO SETTLEMENT CLASS MEMBER HAS OBJECTED\n\n No Settlement Class Member has objected to the proposed Settlement, the Plan of\n\nAllocation, or the requested fee and expense awards.\n\n The Settlement Class was apprised of the proposed Settlement through a robust notice\n\nprogram that has included the individual transmission of 29,900 Notices, wide-reaching\n\npublication of the Summary Notice, online advertisement of the Settlement, a Settlement Website,\n\nand a dedicated telephone line. (See ECF 91-4 (Kimball Decl.) \u00b6\u00b611-23; Ex. A (Supp. Kimball\n\nDecl.) \u00b6\u00b65-9, submitted herewith.) In response, numerous Settlement Class Members have\n\nsubmitted claims or inquired about the Settlement, with 320 claims filed, 5,755 unique visitors to\n\n\n1\n Capitalized terms not defined herein have the meanings stated in the opening briefs and Joint\nDeclaration filed on April 26, 2024 (ECF Nos. 89-1, 90-1, and 91). Citations are omitted unless\notherwise stated.\n\fCase No. 1:22-cv-00453-PAB-KAS Document 93 filed 05/24/24 USDC Colorado\n pg 4 of 9\n\n\n\n\nthe Settlement Website, and 99 calls to the Claims Administrator as of May 24, 2024.\n\n(Ex. A (Supp. Kimball Decl.) \u00b6\u00b67-10.)\n\n The deadlines for exclusion requests (May 5) and objections (May 10) have now passed\n\nand no Settlement Class Member has sought exclusion or objected to the Settlement, the requested\n\nawards of fees and expenses, or any other matter. (Id. \u00b6\u00b612-14.)\n\n The absence of objections strongly supports final approval. \u201c[I]n litigation involving a\n\nlarge class, such as that here, it [is] extremely unusual not to encounter objections.\u201d In re NASDAQ\n\nMarket-Makers Antitrust Litig., 187 F.R.D. 465, 478 (S.D.N.Y. 1998). Indeed, even where several\n\nclass members object, \u201cit counsels in favor of the settlement\u2019s fairness and reasonableness.\u201d\n\nChipotle Mexican Grill, Inc. v. Ells, No. 16-CV-2011-WJM-KLM, 2018 WL 1621166, at *8\n\n(D. Colo. Apr. 4, 2018); see also Elna Sefcovic, LLC v. TEP Rocky Mountain, LLC, 807 F. App\u2019x\n\n752, 762 (10th Cir. 2020) (affirming final approval where, \u201cof 607 class members, only the four\n\nObjectors in this case challenged the reasonableness\u201d of settlement); In re Crocs, Inc. Sec. Litig.,\n\n306 F.R.D. 672, 691-92 (D. Colo. 2014) (reaction of class supported final approval where only\n\ntwo parties objected); Ryskamp v. Looney, No. 10-CV-00842-WJM-KLM, 2012 WL 3397362, at\n\n*4 (D. Colo. Aug. 14, 2012) (same).\n\nII. THE COURT SHOULD GRANT FINAL APPROVAL OF THE SETTLEMENT\n AND APPROVE THE PLAN OF ALLOCATION\n\n Plaintiffs\u2019 April 26 opening papers demonstrate that the proposed Settlement is fair,\n\nreasonable, and adequate under Rule 23(e)(2) and Rutter & Wilbanks Corp. v. Shell Oil Co., 314\n\nF.3d 1180, 1188 (10th Cir. 2002), and that the Plan of Allocation should likewise be approved as\n\nfair, reasonable, and adequate. (See ECF No. 89-1 at 7-19 of 20.)\n\n\n\n\n 2\n\fCase No. 1:22-cv-00453-PAB-KAS Document 93 filed 05/24/24 USDC Colorado\n pg 5 of 9\n\n\n\n\n In particular, the proposed Settlement was achieved after Plaintiffs\u2019 Counsel conducted a\n\nmeticulous investigation, with the assistance of consulting experts on mining and forensic\n\naccounting; filed a detailed Amended Complaint and a robust opposition to Defendants\u2019 motion to\n\ndismiss; and participated in a mediation under the auspices of Robert A. Meyer, culminating in\n\nMr. Meyer\u2019s recommendation, after the parties were unable to reach agreement, that this action\n\nsettle for $21 million. (See ECF 91 \u00b6\u00b610-24.)\n\n \u201cThe reaction of the class to the proffered settlement is perhaps the most significant factor\n\nto be weighed in considering its adequacy.\u201d Ryskamp, 2012 WL 3397362 at *4.\n\n Here, the absence of objections and exclusion requests\u2014with over 29,000 Notices\n\ndisseminated\u2014confirms that the $21 million Settlement is an excellent result. \u201cThe fact that no\n\nclass member objects shows that the class also considers this settlement fair and reasonable.\u201d\n\nDiaz v. Lost Dog Pizza, LLC, No. 17-CV-2228-WJM-NYW, 2019 WL 2189485, at *3 (D. Colo.\n\nMay 21, 2019); see also In re DaVita Healthcare Partners, Inc., No. 12-CV-2074-WJM-CBS,\n\n2015 WL 3582265, at *3 (D. Colo. June 5, 2015) (\u201cutter absence of objections\u201d and \u201cnominal\n\nnumber of shareholders who have exercised their right to opt out . . . militate strongly in favor of\n\napproval of the settlement\u201d); Voulgaris v. Array Biopharma Inc., No. 17-cv-02789-KLM, 2021\n\nWL 6331178, at *9 (D. Colo. Dec. 3, 2021) (\u201c[T]he fact that just one objection was received in\n\nresponse to more than 46,000 notices to potential Class members suggests that the settlement was\n\nwidely received as a favorable and positive outcome for the case.\u201d).\n\n The Settlement Class\u2019s reaction also supports approval of the Plan of Allocation, which\n\nprovides an appropriate mechanism for the fair and equitable distribution of the Net Settlement\n\n\n\n\n 3\n\fCase No. 1:22-cv-00453-PAB-KAS Document 93 filed 05/24/24 USDC Colorado\n pg 6 of 9\n\n\n\n\nFund. See ECF No. 89-1 at 17-19 of 20; Crocs, 306 F.R.D. at 692 (\u201cthe favorable reaction of the\n\nClass supports approval of the proposed Plan of Allocation\u201d).\n\n One individual, William Natbony, contacted Lead Counsel to request that he appear\n\nremotely at the Fairness Hearing on May 31. If the Court wishes to permit telephonic participation,\n\nLead Counsel is willing to provide a dial-in number to facilitate Mr. Natbony\u2019s participation.\n\n In all events, Mr. Natbony confirmed that he is not objecting to the proposed Settlement. 2\n\nMr. Natbony also had questions about the $21 million Settlement amount, which Lead Counsel\n\naddressed by speaking to him and following up by email, attached as Exhibit B.\n\n As summarized in Exhibit B and Plaintiffs\u2019 prior submissions, the $21 million Settlement\n\nis an excellent result: it represents 9.4% to 63% of estimated damages, which are a range of\n\napproximately $33.2 million to $224.5 million as a result of several complex risks and variables.\n\n(ECF 91 \u00b6\u00b638-41.) Notably, the 63% figure represents more than half of estimated damages, while\n\nthe low end of 9.4% is nearly double the 4.8% median recovery in Exchange Act class actions.\n\n(Id. \u00b641.) This Court and others have approved securities class settlements that recovered\n\ncomparable or lower percentages. See Crocs, 306 F.R.D. at 691 & n.20 (overruling objection to\n\nsettlement that recovered 1.3% of estimated damages); Voulgaris v. Array Biopharma, Inc., 60\n\nF.4th 1259, 1264 (10th Cir. 2023) (recovery exceeded \u201cmedian settlement as a percentage of\n\noverall damages [of] 7.6% for similar cases\u201d in the \u201cTenth Circuit between 2010 and 2019\u201d).\n\n\n\n2\n For the avoidance of doubt, Mr. Natbony did not comply with the May 10 deadline and other\nrequirements to object (described in the Court-approved Long-Form Notice, ECF No. 85-2 at\n19-21), such as objecting in writing and providing documentation of membership in the\nSettlement Class. As a result, any objection is \u201cwaived\u201d and \u201cforever foreclosed.\u201d Id. at 21; cf.\nCrocs, 306 F.R.D. at 682-83 (objection \u201cdeemed waived\u201d where objector failed to provide proof\nof securities transactions during class period).\n\n\n 4\n\fCase No. 1:22-cv-00453-PAB-KAS Document 93 filed 05/24/24 USDC Colorado\n pg 7 of 9\n\n\n\n\n Moreover, the Settlement is a highly favorable result in light of the risk of recovering less\n\nor nothing, the inherent delay of further litigation, and Gatos\u2019s financial condition. For example,\n\nat the time of the Settlement, Gatos reported a cash balance of $10.5 million and $9 million in\n\noutstanding debt (with a 70% interest in a joint venture with additional cash). (See ECF Nos. 89-1\n\nat 13-14 of 20; ECF 91 \u00b6\u00b639-42.)3\n\n The Company\u2019s cash contribution to the proposed Settlement\u2014which Gatos publicly\n\nreported as $1.4 million (Ex. B)\u2014further supports final approval. See Peace Officers\u2019 Annuity &\n\nBenefit Fund of Georgia v. DaVita Inc., No. 17-CV-0304-WJM-NRN, 2021 WL 1387110, at *4\n\n(D. Colo. Apr. 13, 2021) (\u201ccompany\u2019s contribution \u2018of its own cash to the Settlement\u2019 \u2018strongly\n\ndemonstrate[d] the adequacy of the Settlement amount\u2019\u201d) (quoting In re Genworth Fin. Sec. Litig.,\n\n210 F. Supp. 3d 837, 842 (E.D. Va. 2016)).\n\n In short, the proposed Settlement provides valuable, immediate recovery for the\n\nSettlement Class that was negotiated at arm\u2019s length and outweighs the possibility of future relief.\n\nNo objections have been submitted, and final approval is warranted.\n\nIII. THE REQUESTED FEE AND EXPENSE AWARDS SHOULD BE APPROVED\n\n On April 26, 2024, Lead Counsel and WTO submitted an extensive record supporting the\n\nrequested 28% fee, which was also posted to the Settlement Website. (Ex. A (Supp. Kimball\n\n\n3\n Mr. Natbony noted that Gatos\u2019s share price peaked near $20 and declined to the single digits, but\npotentially recoverable damages are not simply the difference between Gatos\u2019s highest and lowest\nshare price. Instead, damages must be proven based on the amount of decline attributed to the\nalleged misstatements. See Array Biopharma, 2021 WL 6331178 at *8 (challenge to damages\ncalculation \u201cconfuse[d] market capitalization loss with investor damages while only the latter [is]\nrecoverable under the federal securities laws\u201d). In addition, while Mr. Natbony noted that Gatos\u2019s\nshare price has improved since the parties agreed to the Settlement last year, that increase\u2014much\nof which occurred in the last three months\u2014does not increase the amount of damages in this case\nor directly increase Gatos\u2019s ability to fund a settlement. (See Ex. B.)\n\n\n 5\n\fCase No. 1:22-cv-00453-PAB-KAS Document 93 filed 05/24/24 USDC Colorado\n pg 8 of 9\n\n\n\n\nDecl.) \u00b67.) As the Joint Declaration describes in detail, Plaintiffs\u2019 Counsel devoted over 2,200\n\nhours of skilled effort, and surmounted numerous risks, to achieve the $21 million Settlement.\n\n(See ECF No. 91 \u00b6\u00b610-26; 60-87.)\n\n As indicated above, no Settlement Class Members have objected to the requested fees and\n\nexpenses or the awards to Plaintiffs. \u201c[T]he fact that none of the class members objected to the\n\nrequested attorneys\u2019 fees is significant and weighs in favor of the requested award.\u201d In re Crocs,\n\nInc. Sec. Litig., No. 07-CV-02351-PAB-KLM, 2014 WL 4670886, at *5 (D. Colo. Sept. 18, 2014).\n\n Moreover, the requested fee percentage is below the typical award in the Tenth Circuit of\n\n33%, id. at *3, and similar and higher fee percentages have regularly been awarded in securities\n\nclass settlements in this Circuit. (ECF No. 90-1 at 9 of 20.) And while the Court is \u201cnot required\n\nto perform a lodestar cross-check,\u201d Array Biopharma, 60 F.4th at 1265, the 3.17 multiplier here is\n\nreasonable. See, e.g., In re Qwest Comms. Int\u2019l, Inc. Sec. Litig., No. 01-cv-01451-REB-CBS, 2006\n\nWL 8429707, at *4 (D. Colo. Sept. 29, 2006) (appropriate fee awards may \u201creach as high as five\n\nto ten times the lodestar figure\u201d). Plaintiffs\u2019 Counsel\u2019s hourly rates are also reasonable and align\n\nwith the rates of \u201ccounsel litigating a complex securities class action on a contingent basis.\u201d Array\n\nBiopharma, 60 F.4th at 1266; see also ECF 90-1 at 17 of 20.\n\n Based on the supporting record and the Settlement Class\u2019s reaction, Lead Counsel and\n\nWTO respectfully submit that the requested attorneys\u2019 fees, expenses, and awards to Plaintiffs are\n\nreasonable and should be granted.\n\n\n\n\n 6\n\fCase No. 1:22-cv-00453-PAB-KAS Document 93 filed 05/24/24 USDC Colorado\n pg 9 of 9\n\n\n\n\n CONCLUSION\n\n Plaintiffs, Lead Counsel, and WTO respectfully request that the Court (1) grant final\n\napproval of the Settlement and approval of the Plan of Allocation, and (2) grant the attorneys\u2019 fees,\n\nlitigation expenses, and awards to Plaintiffs requested in ECF No. 90.\n\nDated: May 24, 2024\n\ns/ Kathryn A. Reilly s/ Joseph A. Fonti\nMichael L. O\u2019Donnell Joseph A. Fonti\nKathryn A. Reilly Evan A. Kubota\nDaniel N. Guisbond Bleichmar Fonti & Auld LLP\nWheeler Trigg O\u2019Donnell LLP 300 Park Ave., Suite 1301\n370 Seventeenth Street, Suite 4500 New York, New York 10022\nDenver, Colorado 80202 Telephone: 212.789.1340\nTelephone: 303.244.1800 Facsimile: 212.205.3960\nFacsimile: 303.244.1879 Email: jfonti@bfalaw.com\nEmail: odonnell@wtotrial.com ekubota@bfalaw.com\n reilly@wtotrial.com\n guisbond@wtotrial.com Counsel for Lead Plaintiff Bard Betz and\n Lead Counsel for the Class\nLiaison Counsel for\nLead Plaintiff Bard Betz\n Brian Schall\n The Schall Law Firm\n 2049 Century Park East, Suite 2460\n Los Angeles, California 90067\n Telephone: 424.303.1964\n Email: brian@schallfirm.com\n\n Additional Counsel for Lead Plaintiff Bard\n Betz and Named Plaintiff Jude Sweidan\n\n\n\n\n 7\n\f","ocr_status":2,"date_upload":"2026-06-25T03:45:56.592161-07:00","document_number":"93","attachment_number":null,"pacer_doc_id":"039011302984","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/483990558/","id":483990558,"tags":[],"absolute_url":"/docket/63118954/93/1/bilinsky-v-gatos-silver-inc/","date_created":"2026-06-25T03:45:49.937795-07:00","date_modified":"2026-06-26T03:20:50.871434-07:00","sha1":"601494c28725b9bef4b3cf32a723b83cebf65869","page_count":2,"file_size":341471,"filepath_local":"recap/gov.uscourts.cod.213364/gov.uscourts.cod.213364.93.1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cod.213364/gov.uscourts.cod.213364.93.1.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case No. 1:22-cv-00453-PAB-KAS Document 93-1 filed 05/24/24 USDC Colorado\n pg 1 of 2\n\n\n\n\n UNITED STATES DISTRICT COURT\n FOR THE DISTRICT OF COLORADO\n\n Civil Action No. 1:22-cv-00453-PAB-KAS\n\n MICHAEL BILINSKY, Individually and on Behalf of All Others\n Similarly Situated,\n\n Plaintiff,\n\n v.\n\n GATOS SILVER, INC.,\n STEPHEN ORR,\n ROGER JOHNSON,\n PHILIP PYLE,\n JANICE STAIRS,\n ALI ERFAN,\n IGOR GONZALES,\n KARL HANNEMAN,\n DAVID PEAT,\n CHARLES HANSARD, and\n DANIEL MU\u00d1IZ QUINTANILLA,\n\n Defendants.\n\n\n DECLARATION OF JOSEPH A. FONTI IN FURTHER SUPPORT OF:\n (I) PLAINTIFFS\u2019 MOTION FOR FINAL APPROVAL OF THE SETTLEMENT AND\n APPROVAL OF THE PLAN OF ALLOCATION; AND\n (II) LEAD COUNSEL AND WTO\u2019S MOTION FOR AWARDS OF\n ATTORNEYS\u2019 FEES, LITIGATION EXPENSES, AND\n REASONABLE COSTS AND EXPENSES TO PLAINTIFFS\n\fCase No. 1:22-cv-00453-PAB-KAS Document 93-1 filed 05/24/24 USDC Colorado\n pg 2 of 2\n\n\n\n\n JOSEPH A. FONTI declares under penalty of perjury, pursuant to 28 U.S.C. \u00a7 1746, that\n\nthe following is true:\n\n 1. I am a partner at Bleichmar Fonti & Auld LLP (\u201cBFA\u201d or \u201cLead Counsel\u201d), the\n\nCourt-appointed Lead Counsel and Class Counsel in the above-captioned Action (the \u201cAction\u201d). 1\n\n 2. I submit this Declaration in further support of (I) Plaintiffs\u2019 Motion for Final\n\nApproval of the Settlement and Approval of the Plan of Allocation (ECF No. 89); and\n\n(II) Lead Counsel and WTO\u2019s Motion for Awards of Attorneys\u2019 Fees, Litigation Expenses, and\n\nReasonable Costs and Expenses to Plaintiffs (ECF No. 90).\n\n 3. Attached hereto as Exhibit A is the Supplemental Declaration of Morgan Kimball\n\nRegarding (I) Mailing of Notice; (II) the Settlement Website and Contact Center Services;\n\n(III) Claim Filing; and (IV) Requests for Exclusion and Objections Received to Date, dated\n\nMay 24, 2024 (the \u201cSupplemental Kimball Declaration\u201d or \u201cSupp. Kimball Decl.\u201d).\n\n 4. Attached hereto as Exhibit B is a true and correct copy of an email I sent on May 21,\n\n2024 at 4:51 p.m. ET to William Natbony.\n\n\n\nDated: May 24, 2024\n\n s/ Joseph A. Fonti\n Joseph A. Fonti\n\n\n\n\n1\n Capitalized terms not defined herein have the meanings stated in the opening briefs and\nJoint Declaration filed on April 26, 2024 (ECF Nos. 89-1, 90-1, and 91).\n\f","ocr_status":2,"date_upload":"2026-06-25T03:46:16.491890-07:00","document_number":"93","attachment_number":1,"pacer_doc_id":"039011302985","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Declaration of Joseph A. Fonti","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/483990559/","id":483990559,"tags":[],"absolute_url":"/docket/63118954/93/2/bilinsky-v-gatos-silver-inc/","date_created":"2026-06-25T03:45:49.966697-07:00","date_modified":"2026-06-26T03:23:08.072098-07:00","sha1":"975b25e8d502f911a8bbc7fa3765b6031c39d345","page_count":6,"file_size":317426,"filepath_local":"recap/gov.uscourts.cod.213364/gov.uscourts.cod.213364.93.2.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cod.213364/gov.uscourts.cod.213364.93.2.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case No. 1:22-cv-00453-PAB-KAS Document 93-2 filed 05/24/24 USDC Colorado\n pg 1 of 6\n\n\n\n\n EXHIBIT A\n\n Supplemental Declaration of Morgan Kimball Regarding\n (I) Mailing of Notice; (II) the Settlement Website and Contact\nCenter Services; (III) Claim Filing; and (IV) Requests for Exclusion\n and Objections Received to Date,\n dated May 24, 2024\n\fCase No. 1:22-cv-00453-PAB-KAS Document 93-2 filed 05/24/24 USDC Colorado\n pg 2 of 6\n\n\n\n\n UNITED STATES DISTRICT COURT\n FOR THE DISTRICT OF COLORADO\n\n Civil Action No. 1:22-cv-00453-PAB-KAS\n\n MICHAEL BILINSKY, Individually and on Behalf of All Others\n Similarly Situated,\n\n Plaintiff,\n\n v.\n GATOS SILVER, INC.,\n STEPHEN ORR,\n ROGER JOHNSON,\n PHILIP PYLE,\n JANICE STAIRS,\n ALI ERFAN,\n IGOR GONZALES,\n KARL HANNEMAN,\n DAVID PEAT,\n CHARLES HANSARD, and\n DANIEL MU\u00d1IZ QUINTANILLA,\n\n Defendants.\n\n\n SUPPLEMENTAL DECLARATION OF MORGAN KIMBALL REGARDING\n (I) MAILING OF NOTICE; (II) THE SETTLEMENT WEBSITE AND CONTACT\n CENTER SERVICES; (III) CLAIM FILING; AND (IV) REQUESTS FOR EXCLUSION\n AND OBJECTIONS RECEIVED TO DATE\n\fCase No. 1:22-cv-00453-PAB-KAS Document 93-2 filed 05/24/24 USDC Colorado\n pg 3 of 6\n\n\n\n\n MORGAN KIMBALL declares under penalty of perjury, pursuant to 28 U.S.C. \u00a7 1746,\n\nthat the following is true:\n\n 1. I am a Project Manager for Epiq Class Action and Claims Solutions, Inc. (\u201cEpiq\u201d).\n\nI am providing this declaration at the request of Lead Counsel Bleichmar Fonti & Auld LLP\n\n(\u201cLead Counsel\u201d), on behalf of Plaintiffs, in connection with Plaintiffs\u2019 Motion for Final Approval\n\nof the Settlement and Approval of the Plan of Allocation.1 This declaration supplements my prior\n\ndeclarations (ECF No. 82-9; ECF No. 91-4). I make this declaration based on personal knowledge,\n\nand if called to testify, I could and would do so competently.\n\n 2. Pursuant to the Court\u2019s February 29, 2024 Preliminary Approval Order (ECF No.\n\n87), Epiq is authorized to act as the Claims Administrator in connection with the Settlement of the\n\nabove-captioned action (the \u201cAction\u201d). This declaration provides information regarding: (i) the\n\nmailing of the Notice; (ii) the Settlement Website and contact center services; (iii) the current\n\nstatus of claim filings; and, (iv) the requests for exclusion and objections received by Epiq to date.\n\nI. MAILING OF THE NOTICE\n\n 3. As previously stated, as of April 26, 2024, a total of 29,155 Notices had been\n\ndisseminated to potential Settlement Class Members, including Notices sent directly to nominees\n\nat their request for transmission to investors. (See ECF 91-4 \u00b6\u00b68, 11.)\n\n\n\n1\n Capitalized terms not defined herein have the meanings stated in the Amended Class Action\nComplaint for Violations of the Securities Laws (ECF No. 54), the Stipulation and Agreement of\nSettlement dated September 12, 2023 (ECF No. 85-1), and the Joint Declaration of Joseph A. Fonti\nand Kathryn A. Reilly in Support of: (I) Plaintiffs\u2019 Motion for Final Approval of the Settlement\nand Approval of the Plan of Allocation and (II) Lead Counsel and WTO\u2019s Motion for Awards of\nAttorneys\u2019 Fees, Litigation Expenses, and Reasonable Costs and Expenses to Plaintiffs\n(ECF No. 91).\n\fCase No. 1:22-cv-00453-PAB-KAS Document 93-2 filed 05/24/24 USDC Colorado\n pg 4 of 6\n\n\n\n\n 4. The majority of these notices were either emailed directly by one nominee,\n\nBroadridge, or were mailed as a result of brokers and nominees providing names and addresses of\n\npotential Settlement Class Members (or in response to brokers\u2019 and nominees\u2019 requests for Notices\n\nto forward to their customers). (Id. \u00b6\u00b68-10.) At Lead Counsel\u2019s direction, Epiq has taken\n\nadditional steps to follow up with brokers and nominees who had not responded to the Notice,\n\nincluding by phone and/or email. (Id. \u00b67.)\n\n 5. Since April 26, 2024, Epiq has continued to receive further information and\n\nrequests from nominees and intermediaries and has promptly responded to these requests. Epiq\n\ndisseminated 737 additional copies of the Notice between April 27 and May 3, 2024, and eight (8)\n\nadditional copies between May 4 and May 24, 2024. Thus, as of May 24, 2024, a total of 29,900\n\ncopies of the Notice have been disseminated to potential Settlement Class Members, including\n\ncopies emailed directly by nominees to potential Settlement Class Members.\n\n 6. A total of 329 Notices have been returned to Epiq by the U.S. Postal Service. Of\n\nthose 329 returned Notices, Epiq obtained 13 new addresses from the U.S. Postal Service and 13\n\nwere successfully remailed. A total of 316 Notices have been deemed undeliverable, meaning\n\neither valid replacement addresses were not provided by the U.S. Postal Service or identified by\n\nEpiq through its address research services, or if updated addresses were obtained, those updated\n\naddresses were ultimately not valid and the Notices were returned again as undeliverable.\n\nThis represents approximately 2.87% of the total number of Notices mailed, which is below the\n\ntypical 5% undeliverable rate Epiq typically observes in notice programs like this one.\n\n\n\n\n 2\n\fCase No. 1:22-cv-00453-PAB-KAS Document 93-2 filed 05/24/24 USDC Colorado\n pg 5 of 6\n\n\n\n\nII. THE SETTLEMENT WEBSITE AND CONTACT CENTER\n SERVICES\n\n 7. As of May 24, 2024, there have been 10,680 pageviews of the Settlement Website,\n\n5,755 unique visitors, and 258 downloads of the Proof of Claim form. Plaintiffs\u2019 and\n\nPlaintiffs\u2019 Counsel\u2019s filings on April 26, 2024 (ECF Nos. 89, 90, and 91) were loaded to the\n\nSettlement Website on April 30, 2024.\n\n 8. As of May 24, 2024, Epiq has received a total of 99 calls to the telephone number\n\ndedicated to the Settlement, including 67 calls that were handled by a live operator. Epiq promptly\n\nresponded to each telephone inquiry and mailing request received by telephone, including\n\nmessages left by callers, and will continue to do so.\n\n 9. As of May 24, 2024, Epiq has received 102 emails and mailed correspondence from\n\npotential Settlement Class Members, and has responded as appropriate.\n\nIII. CLAIM FILING\n\n 10. As of May 24, 2024, Epiq has received 320 Proof of Claim forms from potential\n\nSettlement Class Members and brokerage firms, banks, institutions, and other nominees. The total\n\nnumber of Proof of Claim forms will continue to be refined as Epiq receives and processes\n\nclaim forms.\n\n 11. As is typical in claims administration matters of this kind, Epiq will continue to\n\nprocess claims received or postmarked after June 19, 2024, until such time as the receipt and\n\nprocessing of new claims will impact decisions on disbursements. Class Counsel will present all\n\nvalid late-filed claims to the Court at the time the distribution motion is made and intends to\n\nrecommend that such valid claims be paid.\n\n\n\n\n 3\n\fCase No. 1:22-cv-00453-PAB-KAS Document 93-2 filed 05/24/24 USDC Colorado\n pg 6 of 6\n\n\n\n\nIV. REQUESTS FOR EXCLUSION AND OBJECTIONS\n\n 12. Potential Settlement Class Members who wished to seek exclusion were required\n\nto electronically submit or postmark requests for exclusion on or before May 5, 2024, and any\n\nobjections were required to be received or filed (not simply postmarked) on or before May 10,\n\n2024.\n\n 13. As of May 24, 2024, Epiq has not received any requests for exclusion.\n\n 14. As of May 24, 2024, Epiq has not received any objections to the Settlement, the\n\nproposed Plan of Allocation, or the application for attorneys\u2019 fees and expenses, including requests\n\nfor awards to Plaintiffs pursuant to 15 U.S.C. \u00a7 78u-4(a)(4).\n\n 15. Epiq has monitored (and will continue to monitor) the Settlement Website and all\n\nmail delivered to the Settlement-specific P.O. Box for potential requests for exclusion and\n\nobjections received after May 24, 2024, so that Class Counsel can address them at or before the\n\nFairness Hearing on May 31, 2024.\n\nDated: May 24, 2024\n\n\n\n By:\n Morgan Kimball\n\n\n\n\n 4\n\f","ocr_status":2,"date_upload":"2026-06-25T03:46:21.377872-07:00","document_number":"93","attachment_number":2,"pacer_doc_id":"039011302986","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit A","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/483990560/","id":483990560,"tags":[],"absolute_url":"/docket/63118954/93/3/bilinsky-v-gatos-silver-inc/","date_created":"2026-06-25T03:45:49.981477-07:00","date_modified":"2026-06-26T03:23:13.490015-07:00","sha1":"88bf04cfb33766540cd6b23bb18f0589083ec7fb","page_count":3,"file_size":710552,"filepath_local":"recap/gov.uscourts.cod.213364/gov.uscourts.cod.213364.93.3.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cod.213364/gov.uscourts.cod.213364.93.3.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case No. 1:22-cv-00453-PAB-KAS Document 93-3 filed 05/24/24 USDC Colorado\n pg 1 of 3\n\n\n\n\n EXHIBIT B\n\n Email from Joseph A. Fonti to William Natbony,\n dated May 21, 2024 at 4:51 p.m. ET\n\fCase No. 1:22-cv-00453-PAB-KAS Document 93-3 filed 05/24/24 USDC Colorado\n pg 2 of 3\n\n\n\n\nFrom: Joseph Fonti\nSent: Tuesday, May 21, 2024 4:51 PM\nTo: Bill Natbony\nCc: Evan Kubota\nSubject: Gatos Securities Litigation\n\n\nMr. Natbony:\n\nThank you for speaking with us today. As we discussed, we understand that you wish you to appear\nremotely at the Fairness Hearing on May 31. We discussed the following points:\n\n 1. The Fairness Hearing is in person in Denver. However, we will advise the Court on Friday of your\n interest in appearing in the event that the Court wishes to permit telephonic participation. We\n will also provide this correspondence to the Court and send you a copy of our submission.\n\n 2. During our call, you confirmed that you have not objected to the Settlement. As we explained,\n the deadline for objections was May 10. (Objections must also be stated in writing and meet\n several other requirements stated in the Court-approved notice, including providing\n documentation of membership in the Settlement Class. See\n https://www.gatossecuritieslitigation.com/Content/Documents/Notice.pdf.)\n\n 3. We discussed your questions about the $21 million Settlement amount. We believe the\n Settlement represents an excellent result under any measure. As our Court filings explain, $21\n million represents 9.4% to 63% of estimated damages, which are a range of approximately $33.2\n million to $224.5 million. The wide range of damages is due to the complex facts of the case,\n and the possibility of Gatos prevailing on some or many pieces of the factual and legal\n elements. Of course, Gatos could have prevailed entirely, resulting in $0 recovery.\n\n a. The range of recoveries meets or exceeds typical percentages in securities class\n litigation. For example, the 9.4% figure is nearly double the 4.8% median recovery in\n Exchange Act class actions around the country.\n\n b. The $21 million Settlement should also be evaluated in the context of the risk and delay\n of further litigation, and Gatos\u2019s financial condition. Absent a settlement, there was no\n assurance that Plaintiffs would prevail at all, much less obtain a judgment for over $200\n million. In addition, such a judgment would significantly exceed Gatos\u2019s ability to pay,\n even today.\n\n c. As to Gatos\u2019s financial condition, at the time of settlement, Gatos reported that it had a\n cash balance of $10.5 million and $9 million outstanding debt of as of May 31, 2023;\n while the LGJV had additional cash, Gatos only has a 70% interest and cannot access the\n LGJV\u2019s cash absent authorized distributions.\n\n d. We also note that the Settlement amount is the product of a recommendation from\n Robert Meyer, a respected mediator. After the parties were not able to reach\n agreement after a mediation, Mr. Meyer recommended that the case settle for $21\n million.\n\n 4. You noted that Gatos\u2019s share price peaked near $20 and declined to the single digits. As we\n explained, potentially recoverable damages are not defined by the difference between Gatos\u2019s\n highest and lowest share price, but must be proven to be the amount of decline attributed to\n the alleged misstatement. As a general matter, damages are limited by the price movement\n after the corrective disclosure in January 2022. You also noted that Gatos\u2019s share price has\n improved since the parties agreed to the Settlement last year. However, that increase\u2014much\n of which occurred in the last three months\u2014does not increase the amount of potentially\n recoverable damages or directly increase Gatos\u2019s ability to fund a settlement.\n\n\n 1\n\fCase No. 1:22-cv-00453-PAB-KAS Document 93-3 filed 05/24/24 USDC Colorado\n pg 3 of 3\n\n\n\n\n 5. You also asked about the amount of Gatos\u2019s D&O insurance. As we explained, the specific\n amount of insurance is confidential. However, based on public information, we can confirm that\n both Gatos and its insurers contributed to the $21 million settlement. Gatos\u2019s latest Form 10-Q,\n filed on May 6, 2024, states: \u201cThe District Court issued its Preliminary Order on February 29,\n 2024, approving the proposed settlement. Consistent with the stipulation of settlement\n requiring that a settlement account be funded within 30 days of the Preliminary Order, the\n Company and its insurers have fully funded that account, with $1,403 [$1.403 million] funded by\n the Company and $19,597 [$19.597 million] funded by the Company\u2019s insurers.\u201d\n\n 6. Finally, you asked whether Gatos\u2019s management had engaged in insider sales. Gatos\u2019s CEO\n (Stephen Orr) and CFO (Roger Johnson) did not make insider sales. Additionally, Defendants\n argued that Orr actually purchased additional shares, and that the fact that these Defendants\n did not sell any of their 218,000 shares of stock (or over 1 million vested options) undercuts any\n suggestion of their fraudulent intent. The only defendant who made insider sales is Gatos\u2019s\n Chief Geologist Philip Pyle, who sold shares for $1.95 million (with $1.18 million in estimated\n realized profits). Gatos\u2019s Vice President, Mexico (Luis Felipe Huerta) also sold shares for $1.4\n million (with about $739,000 in estimated realized profits), although he is not a defendant.\n\nWe trust the foregoing addresses your questions. Please let me know if we can provide any additional\ninformation at this time.\n\nRegards,\nJoe\n\n\nJoseph A. Fonti, Esq.\nBleichmar Fonti & Auld LLP\n300 Park Avenue, Suite 1301\nNew York, New York 10022\nO: (212) 789-1342\nF: (212) 205-3962\nM: (917) 805-8594\njfonti@bfalaw.com\nwww.bfalaw.com\n\n\n\n\n 2\n\f","ocr_status":1,"date_upload":"2026-06-25T03:46:32.527928-07:00","document_number":"93","attachment_number":3,"pacer_doc_id":"039011302987","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit B","acms_document_guid":""}],"date_created":"2024-07-28T23:20:51.165241-07:00","date_modified":"2025-01-09T03:38:08.350406-08:00","date_filed":"2024-05-24","time_filed":null,"entry_number":93,"recap_sequence_number":"2024-05-24.001","pacer_sequence_number":396,"description":"REPLY to Response to 90 MOTION for Attorney Fees, Litigation Expenses, and Reasonable Costs and Expenses to Plaintiffs, 89 MOTION for Order to Approve Class Settlement and Plan of Allocation filed by Plaintiff Bard Betz. (Attachments: # 1 Declaration of Joseph A. Fonti, # 2 Exhibit A, # 3 Exhibit B)(Fonti, Joseph) (Entered: 05/24/2024)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/397742755/","id":397742755,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/63118954/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/406920617/","id":406920617,"tags":[],"absolute_url":"/docket/63118954/92/bilinsky-v-gatos-silver-inc/","date_created":"2024-07-28T23:20:51.148833-07:00","date_modified":"2025-01-09T03:38:08.338045-08:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"92","attachment_number":null,"pacer_doc_id":"039011280430","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2024-07-28T23:20:51.135339-07:00","date_modified":"2025-01-09T03:38:08.330568-08:00","date_filed":"2024-05-10","time_filed":null,"entry_number":92,"recap_sequence_number":"2024-05-10.001","pacer_sequence_number":394,"description":"NOTICE of Change of Address/Contact Information of the New York City Office of Bleichmar Fonti & Auld LLP by Joseph Alberto Fonti (Fonti, Joseph) (Entered: 05/10/2024)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/397742754/","id":397742754,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/63118954/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/406920616/","id":406920616,"tags":[],"absolute_url":"/docket/63118954/91/bilinsky-v-gatos-silver-inc/","date_created":"2024-07-28T23:20:51.120046-07:00","date_modified":"2026-06-26T02:31:03.831689-07:00","sha1":"c8288db5368b0987e659ef10df2cf075e956b975","page_count":35,"file_size":775980,"filepath_local":"recap/gov.uscourts.cod.213364/gov.uscourts.cod.213364.91.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cod.213364/gov.uscourts.cod.213364.91.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 1 of 35\n\n\n\n\n UNITED STATES DISTRICT COURT\n FOR THE DISTRICT OF COLORADO\n\nCivil Action No. 1:22-cv-00453-PAB-KAS\n\nMICHAEL BILINSKY, Individually and on Behalf of All Others\nSimilarly Situated,\n\n Plaintiff,\n\nv.\n\nGATOS SILVER, INC.,\nSTEPHEN ORR,\nROGER JOHNSON,\nPHILIP PYLE,\nJANICE STAIRS,\nALI ERFAN,\nIGOR GONZALES,\nKARL HANNEMAN,\nDAVID PEAT,\nCHARLES HANSARD, and\nDANIEL MU\u00d1IZ QUINTANILLA,\n\n Defendants.\n\n\n JOINT DECLARATION OF JOSEPH A. FONTI AND KATHRYN A. REILLY\n IN SUPPORT OF: (I) PLAINTIFFS\u2019 MOTION FOR FINAL APPROVAL\n OF THE SETTLEMENT AND APPROVAL OF THE PLAN OF ALLOCATION\n AND (II) LEAD COUNSEL AND WTO\u2019S MOTION FOR AWARDS OF\n ATTORNEYS\u2019 FEES, LITIGATION EXPENSES, AND\n REASONABLE COSTS AND EXPENSES TO PLAINTIFFS\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 2 of 35\n\n\n\n\n TABLE OF CONTENTS\n\n\nI. PLAINTIFFS\u2019 PROSECUTION OF THE ACTION ......................................................... 3\n\n A. Commencement of the Action and Appointment of Lead Plaintiff ........................ 3\n\n B. Plaintiffs\u2019 Investigation and Filing of the Amended Class\n Action Complaint .................................................................................................... 4\n\n C. Defendants\u2019 Motion to Dismiss .............................................................................. 6\n\n D. Joint Motion to Stay the Case and Pursue Settlement Negotiations ..................... 12\n\n E. Mediation Session with Robert A. Meyer............................................................. 12\n\n F. The Stipulation of Settlement and Plaintiffs\u2019 Motion for\n Preliminary Approval............................................................................................ 13\n\nII. THE SETTLEMENT IS FAIR, ADEQUATE, AND REASONABLE ........................... 14\n\n A. The Settlement Is in the Best Interests of the Class Given the Risks Faced\n and the Settlement\u2019s Recovery of a Reasonable Range of\n Potential Damages ................................................................................................ 14\n\n B. Notice, Claims, and Settlement Fund Administration .......................................... 17\n\n C. The Plan of Allocation .......................................................................................... 20\n\nIII. LEAD COUNSEL AND WTO\u2019S APPLICATION FOR ATTORNEYS\u2019 FEES,\n LITIGATION EXPENSES, AND REASONABLE COSTS AND EXPENSES\n TO PLAINTIFFS .............................................................................................................. 21\n\n A. Fee Application ..................................................................................................... 22\n\n 1. Plaintiffs, and the Reaction of the Proposed Settlement Class,\n Support the Fee Request ........................................................................... 22\n\n 2. The Time and Labor Expended by Plaintiffs\u2019 Counsel ............................ 23\n\n 3. The Novelty and Difficulty of the Questions Presented by the\n Litigation and Counsel\u2019s Skill in Representing the Class......................... 25\n\n 4. The Outstanding Result Obtained ............................................................. 26\n\n 5. The Contingency of the Fee and Preclusion of Other Employment ......... 27\n\n\n i\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 3 of 35\n\n\n\n\n 6. Counsel\u2019s Experience, Reputation, and Ability ........................................ 28\n\n B. Expense Application ............................................................................................. 30\n\n 1. Plaintiffs\u2019 Counsel\u2019s Litigation Expenses ................................................. 30\n\n 2. Plaintiffs\u2019 Reasonable Costs and Expenses .............................................. 31\n\n\n\n\n ii\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 4 of 35\n\n\n\n\n JOSEPH A. FONTI and KATHRYN A. REILLY declare under penalty of perjury,\n\npursuant to 28 U.S.C. \u00a7 1746, that the following is true:\n\n 1. Joseph A. Fonti is a partner at Bleichmar Fonti & Auld LLP (\u201cLead Counsel\u201d or\n\n\u201cBFA\u201d), Court-appointed Class Counsel in the above-captioned action (the \u201cAction\u201d). 1\n\nKathryn A. Reilly is a partner with the law firm of Wheeler Trigg O\u2019Donnell LLP (\u201cWTO\u201d),\n\nLiaison Counsel in the Action.\n\n 2. We submit this declaration in support of (I) Plaintiffs\u2019 Motion for Final Approval\n\nof the Settlement and Approval of the Plan of Allocation and (II) Lead Counsel and WTO\u2019s Motion\n\nfor Awards of Attorneys\u2019 Fees, Litigation Expenses, and Reasonable Costs and Expenses to\n\nClass Representatives.\n\n 3. We have personal knowledge of the matters set forth herein based on our active\n\nparticipation in the prosecution and settlement of the Action.\n\n 4. Attached hereto are true and correct copies of the following documents:\n\n a) Exhibit A \u2013 The Declaration of Lead Plaintiff Bard Betz in Support of:\n\n (I) Plaintiffs\u2019 Motion for Final Approval of the Settlement and Approval of the\n\n Plan of Allocation and (II) Lead Counsel and WTO\u2019s Motion for Awards of\n\n Attorneys\u2019 Fees, Litigation Expenses, and Reasonable Costs and Expenses to\n\n Plaintiffs (the \u201cBetz Declaration\u201d or \u201cBetz Decl.\u201d).\n\n\n\n\n1\n Capitalized terms not defined herein have the meanings stated in the Amended Class Action\nComplaint for Violations of the Securities Laws (ECF No. 54) and the Stipulation and Agreement\nof Settlement dated September 12, 2023 (ECF No. 85-1).\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 5 of 35\n\n\n\n\n b) Exhibit B \u2013 The Declaration of Named Plaintiff Jude Sweidan in Support of:\n\n (I) Plaintiffs\u2019 Motion for Final Approval of the Settlement and Approval of the\n\n Plan of Allocation and (II) Lead Counsel and WTO\u2019s Motion for Awards of\n\n Attorneys\u2019 Fees, Litigation Expenses, and Reasonable Costs and Expenses to\n\n Plaintiffs (the \u201cSweidan Declaration\u201d or \u201cSweidan Decl.\u201d).\n\n c) Exhibit C \u2013 The Declaration of Robert A. Meyer in Support of the Settlement\n\n (the \u201cMeyer Declaration\u201d or \u201cMeyer Decl.\u201d).\n\n d) Exhibit D \u2013 The Declaration of Morgan Kimball Regarding (I) Mailing of\n\n Notice; (II) Publication of Summary Notice; (III) the Settlement Website and\n\n Contact Center Services; (IV) Claim Filing; and (V) Requests for Exclusion and\n\n Objections Received to Date (the \u201cKimball Declaration\u201d or \u201cKimball Decl.\u201d).\n\n e) Exhibit E \u2013 The Declaration of Kyle S. Bingham on Implementation of CAFA\n\n Notice (the \u201cBingham Declaration\u201d or \u201cBingham Decl.\u201d).\n\n f) Exhibit F \u2013 The Declaration of Joseph A. Fonti in Support of Lead Counsel and\n\n WTO\u2019s Motion for Awards of Attorneys\u2019 Fees, Litigation Expenses, and\n\n Reasonable Costs and Expenses to Plaintiffs, Filed on Behalf of\n\n Bleichmar Fonti & Auld LLP (the \u201cFonti Declaration\u201d or \u201cFonti Decl.\u201d).\n\n g) Exhibit G \u2013 The Declaration of Kathryn A. Reilly in Support of Lead Counsel\n\n and WTO\u2019s Motion for Awards of Attorneys\u2019 Fees, Litigation Expenses, and\n\n Reasonable Costs and Expenses to Plaintiffs, Filed on Behalf of Wheeler Trigg\n\n O\u2019Donnell LLP (the \u201cReilly Declaration\u201d or \u201cReilly Decl.\u201d).\n\n\n\n\n 2\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 6 of 35\n\n\n\n\n h) Exhibit H \u2013 The Declaration of Brian Schall in Support of Lead Counsel and\n\n WTO\u2019s Motion for Awards of Attorneys\u2019 Fees, Litigation Expenses, and\n\n Reasonable Costs and Expenses to Plaintiffs, Filed on Behalf of The Schall Law\n\n Firm (the \u201cSchall Declaration\u201d or \u201cSchall Decl.\u201d).\n\n i) Exhibit I \u2013 The Declaration of Susan R. Podolsky in Support of Lead Counsel\n\n and WTO\u2019s Motion for Awards of Attorneys\u2019 Fees, Litigation Expenses, and\n\n Reasonable Costs and Expenses to Plaintiffs, Filed on Behalf of The Law\n\n Offices of Susan R. Podolsky (the \u201cPodolsky Declaration\u201d or\n\n \u201cPodolsky Decl.\u201d).\n\nI. PLAINTIFFS\u2019 PROSECUTION OF THE ACTION\n\n A. Commencement of the Action and Appointment of Lead Plaintiff\n\n 5. The initial complaint in this action was filed on February 22, 2022, by Plaintiff\n\nMichael Bilinsky. (ECF No. 1.) The initial complaint alleged false and misleading statements in\n\nviolation of Sections 11 and 15 of the Securities Act of 1933 (the \u201cSecurities Act\u201d) and\n\nSections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the \u201cExchange Act\u201d) against\n\nGatos Silver, Inc., Stephen Orr (Gatos\u2019s former CEO), Roger Johnson (Gatos\u2019s former CFO),\n\nmembers of Gatos\u2019s Board of Directors, and the underwriters of Gatos\u2019s October 28, 2020\n\nInitial Public Offering.\n\n 6. On April 25, 2022, Mr. Bard Betz moved for appointment as Lead Plaintiff pursuant\n\nto the Private Securities Litigation Reform Act of 1995 (the \u201cPSLRA\u201d), 15 U.S.C.\n\n\u00a7 78u-4(a)(3)(B). (ECF No. 16.) Seven other individuals and groups also moved for appointment\n\nas lead plaintiff: Kenneth Pigford (ECF No. 6); Richard Kennay (ECF No. 8); Mark Lloyd\n\n\n 3\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 7 of 35\n\n\n\n\n(ECF No. 11); John Teselsky and Hong Nguyen (ECF No. 12); William Algeo (ECF No. 13);\n\nJohn Dockter, Scott Gelb, and Kaan Yazgan (ECF No. 14); and Kathleen Marcus (ECF No. 17).\n\n 7. On June 3, 2022, the Court appointed Mr. Betz as Lead Plaintiff and approved his\n\nselection of BFA as Lead Counsel. (ECF No. 49.) The Court found that \u201cMr. Betz satisfies the\n\ntypicality and adequacy requirements of Rule 23,\u201d and acknowledged BFA\u2019s experience\n\nrepresenting investors \u201cin dozens of securities class actions\u201d and that the firm\u2019s partners have\n\n\u201csecured significant recoveries on behalf of investors in some of the most prominent fraud cases\n\nin recent decades.\u201d (Id. at 5-6.)\n\n 8. From inception of the Action through June 3, 2022, Lead Counsel devoted 180.75\n\nhours to the Action, including conducting an initial investigation of the facts of the case and\n\npreparing the lead plaintiff motion and related papers, with a total lodestar of $132,575.\n\n 9. After Lead Plaintiff and Lead Counsel\u2019s appointment, the parties met and\n\nconferred, and submitted an agreed-upon proposed schedule for Lead Plaintiff to file an amended\n\nclass action complaint and for briefing on Defendants\u2019 anticipated motion to dismiss. (ECF No.\n\n50.) The Court entered an order approving the schedule on June 14, 2022. (ECF No. 53.)\n\n B. Plaintiffs\u2019 Investigation and Filing of the Amended Class Action Complaint\n\n 10. Immediately after Mr. Betz was appointed Lead Plaintiff and BFA was appointed\n\nLead Counsel, BFA commenced an extensive investigation to prepare the amended class action\n\ncomplaint.\n\n 11. As part of that investigation, BFA analyzed Gatos\u2019s U.S. Securities and Exchange\n\nCommission (\u201cSEC\u201d) filings and Defendants\u2019 other public statements, media reports, analyst\n\nreports, and historic stock data. BFA (working with investigators) also conducted an extensive\n\n\n 4\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 8 of 35\n\n\n\n\nsearch to locate former Gatos employees with potentially relevant information, and the amended\n\nclass action complaint (ECF No. 54) ultimately incorporated information from two former\n\nemployees: a process manager at Gatos\u2019s CLG mine (FE-1), and the CLG mine manager (FE-2).\n\n(Id. \u00b6\u00b6300-01.) These former employees provided detailed information that was critical to\n\nmaximizing the value of the Class\u2019s claims. In addition, BFA retained forensic accounting experts\n\nat Hemming Morse LLP to assist in the evaluation of Gatos\u2019s financial statements.\n\n 12. On August 15, 2022, Lead Plaintiff and Named Plaintiff Jude Sweidan (with\n\nLead Plaintiff, \u201cPlaintiffs\u201d), filed the Amended Class Action Complaint for Violations of the\n\nSecurities Laws (the \u201cAmended Complaint\u201d). (ECF No. 54.) The Amended Complaint alleged\n\nviolations of Sections 11 and 15 of the Securities Act and Sections 10(b) and 20(a) of the\n\nExchange Act against Defendants Orr and Johnson, members of Gatos\u2019s Board of Directors\n\n(Defendants Stairs, Erfan, Gonzales, Hanneman, Peat, Hansard, and Quintanilla), as well as against\n\nDefendant Pyle, Gatos\u2019s former Chief Geologist.\n\n 13. Based on Plaintiffs\u2019 Counsel\u2019s investigation, the Amended Complaint significantly\n\nexpanded and bolstered the allegations of the initial complaint, including by advancing detailed\n\nallegations that Gatos\u2019s financial statements violated Generally Accepted Accounting Principles\n\n(\u201cGAAP\u201d) by understating depletion and depreciation expenses and overstating net income. 2\n\n 14. The Amended Complaint also incorporated new, significant allegations concerning\n\nfalsity and scienter. In particular, the Amended Complaint incorporated information from two\n\nformer Gatos employees and alleged that Gatos\u2019s outside consultant, David Linebarger,\n\n\n\n2\n \u201cPlaintiffs\u2019 Counsel\u201d refers collectively to Lead Counsel, WTO, The Schall Law Firm (\u201cSchall\u201d),\nand The Law Offices of Susan R. Podolsky (\u201cPodolsky\u201d).\n\n 5\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 9 of 35\n\n\n\n\ndetermined that there was an error in the 2020 Technical Report due to an incorrect software\n\nparameter such that the actual mineral reserves were 20 percent less than the 2020 Technical\n\nReport represented, and that Defendants Pyle (whom the Amended Complaint added as a\n\nDefendant), Orr, and Johnson were made aware of Linebarger\u2019s report detailing those findings.\n\nThe Amended Complaint also alleged that the 2020 Technical Report\u2019s author, Tetra Tech,\n\nconfirmed the error in the Report when confronted with Linebarger\u2019s findings, and that a third\n\nexpert, Stantec, also agreed that the error existed. In addition, Lead Counsel identified and alleged\n\ninsider sales of Gatos stock by Defendant Pyle and Mr. Huerta (Vice President of Gatos).\n\n 15. On October 3, 2022, after Plaintiffs had filed the Amended Complaint, Gatos\n\npublicly stated in a Form 8-K filed with the SEC that the 2020 Technical Report contained\n\n\u201cmaterial and compounding errors,\u201d including an incorrect software parameter\u2014i.e., the same\n\nalleged error identified in the Amended Complaint before Gatos publicly acknowledged it.\n\n 16. From June 4, 2022 through and including October 13, 2022, Lead Counsel devoted\n\n1,093.25 hours and $904,489 in total lodestar to investigating and preparing the\n\nAmended Complaint.\n\n C. Defendants\u2019 Motion to Dismiss\n\n 17. On October 14, 2022, Defendants moved to dismiss the Amended Complaint, and\n\nfiled a 41-page memorandum of law in support of their motion. (ECF No. 63.) Defendants argued\n\nthat Plaintiffs had failed to allege any actionable misstatements or omissions, failed to raise a\n\nstrong inference of scienter under the Exchange Act, and that Plaintiffs lacked standing to assert\n\nclaims under the Securities Act\u2014arguments that threatened to end or significantly narrow this\n\nlitigation. Specifically, Defendants argued that:\n\n\n 6\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 10 of 35\n\n\n\n\n a) Defendants\u2019 challenged statements regarding the 2020 Technical Report\u2019s\n\n reserve and resource estimates were non-actionable opinions under the\n\n Supreme Court\u2019s decision in Omnicare, Inc. v. Laborers Dist. Council Constr.\n\n Indus. Pension Fund, 575 U.S. 175 (2015), and the Second Circuit\u2019s decision\n\n in Martin v. Quartermain, 732 F. App\u2019x 37 (2d Cir. 2018), which held that\n\n statements estimating future gold production were non-actionable opinions,\n\n despite an expert consultant advising the company that its production figures\n\n were overstated;\n\n b) The Amended Complaint failed to allege the falsity of Defendants\u2019 challenged\n\n statements regarding the definitions and methodology associated with the\n\n reserve and resource estimates and Gatos\u2019s new drilling efforts because nothing\n\n in those statements was alleged to be false;\n\n c) The Amended Complaint failed to allege the falsity of Gatos\u2019s risk factor\n\n disclosure regarding the reserve and resource estimates because Plaintiffs failed\n\n to allege that Defendants knew those estimates were inaccurate;\n\n d) The Amended Complaint failed to allege the falsity of statements regarding\n\n Gatos\u2019s financial performance, GAAP compliance, internal controls, and\n\n impairment testing because the Company had not restated its financial results,\n\n admitted that its prior estimates did not comply with GAAP, admitted a material\n\n weakness in internal controls, or admitted that the Company should have\n\n performed impairment testing;\n\n\n\n\n 7\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 11 of 35\n\n\n\n\n e) The Amended Complaint failed to allege an actionable violation of Item 303\n\n because it did not allege that Defendants should have credited Linebarger\u2019s\n\n report to the same extent as the 2020 Technical Report prepared by Tetra Tech;\n\n f) The Amended Complaint failed to allege Defendants\u2019 scienter because the more\n\n reasonable inference was that Defendants reasonably relied on the estimates\n\n prepared by Tetra Tech in the 2020 Technical Report, and the\n\n Amended Complaint failed to allege that Defendants should have relied on\n\n Linebarger\u2019s report instead;\n\n g) Defendants\u2019 statements regarding actual mining production results did not\n\n support an inference of scienter because they were true;\n\n h) Defendants\u2019 other challenged statements did not support scienter because\n\n Defendants had no reason to believe that Gatos\u2019s financial statements or its\n\n mineral reserve estimates were incorrect;\n\n i) The sales of Gatos stock by Defendant Pyle and Mr. Huerta did not support an\n\n inference of scienter because they were not unusual, these individuals\n\n maintained significant Gatos holdings after the sales, and other Defendants did\n\n not sell any stock;\n\n j) The departures of Defendants Orr, Johnson, and Pyle and of Mr. Kinyon\n\n (Gatos\u2019s former COO) did not support scienter because the\n\n Amended Complaint did not allege that their departures related to the mineral\n\n reserve errors; and\n\n\n\n\n 8\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 12 of 35\n\n\n\n\n k) Plaintiffs did not adequately allege standing to pursue the Section 11 claims\n\n because they did not purchase directly in Gatos\u2019s IPO or the July 2021 Offering,\n\n and could not trace their purchases to either offering.\n\n 18. On November 23, 2022, Plaintiffs filed a 41-page memorandum of law in\n\nopposition to Defendants\u2019 motion to dismiss. (ECF No. 67.) Plaintiffs argued that:\n\n a) Defendants\u2019 alleged false statements regarding mineral reserves and resources\n\n were false statements of present fact because (i) a fact-based estimate is a not a\n\n subjective opinion that is protected under Omnicare, (ii) Defendants\u2019\n\n \u201cestimates\u201d were objectively false when made; and (iii) Gatos admitted that the\n\n 2020 Technical Report contained \u201cerrors,\u201d meaning the \u201cestimates\u201d were false\n\n when issued under applicable industry and accounting standards;\n\n b) Even if the reserve and resource estimates were opinions, they still were\n\n actionable under Omnicare because (i) Defendants did not sincerely believe\n\n their statements in light of their receipt of the Linebarger report; (ii) the\n\n statements embedded false statements of fact, including claims that Tetra Tech\n\n had \u201cverified\u201d the mine plan in calculating the reserves, and that the estimates\n\n complied with stringent SEC requirements; and (iii) the statements were\n\n actionably misleading in omitting the allegedly known, material errors in the\n\n 2020 Technical Report;\n\n c) The Amended Complaint adequately alleged that Defendants violated Item 303\n\n in omitting the known (1) uncertainty of the errors and overstatement in the\n\n 2020 Technical Report, and (2) trend that CLG\u2019s production rate was\n\n\n 9\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 13 of 35\n\n\n\n\n unsustainable because the reserves would run out years earlier, and because\n\n Defendants allegedly knew the 2020 Technical Report was false based on the\n\n verification of three different experts;\n\n d) No formal restatement was required for Plaintiffs to allege the falsity of Gatos\u2019s\n\n financial statements and statements about GAAP compliance, internal controls,\n\n and impairment testing;\n\n e) The Amended Complaint adequately alleged the falsity of the other challenged\n\n statements, including definitions and methodology regarding the reserves and\n\n resources, Gatos\u2019s statements about risks related to reserve and resource\n\n estimates, and Defendants\u2019 statements touting new drilling activity that would\n\n purportedly result in more reserves;\n\n f) Defendant Pyle, Orr, and Johnson\u2019s actual knowledge of the error in the 2020\n\n Technical Report demonstrated their scienter and they could not reasonably rely\n\n on Tetra Tech, particularly after Tetra Tech allegedly verified the existence of\n\n the error;\n\n g) Tetra Tech\u2019s ministerial consents to Gatos\u2019s re-filing of the 2020 Technical\n\n Report in a later SEC filing and its failure to withdraw the report did not replace\n\n Defendants\u2019 duty to tell the truth;\n\n h) Defendant Pyle\u2019s and Mr. Huerta\u2019s stock sales supported an inference of\n\n scienter because they generated substantial profits, amounted to sales of\n\n significant portions of their stock, and were unusual in timing;\n\n\n\n\n 10\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 14 of 35\n\n\n\n\n i) Defendants were motivated to maintain Gatos\u2019s stock price and complete the\n\n $118 million July 2021 Offering;\n\n j) Defendants Orr and Johnson admitted to Gatos\u2019s lenders that they had provided\n\n them with an overestimation of mineral reserves that was incorrect when\n\n provided, supporting their scienter;\n\n k) Defendants Orr\u2019s and Pyle\u2019s statements touting their involvement in CLG\u2019s\n\n mining operations and the accuracy of the reserve and resource estimates\n\n supported their scienter;\n\n l) Gatos\u2019s \u201ccore operation\u201d was to operate the CLG mine and extract its reserves\n\n and resources, supporting Defendants\u2019 knowledge of the alleged\n\n material errors;\n\n m) Defendants\u2019 alleged GAAP violations and Defendants Orr\u2019s and Johnson\u2019s\n\n Sarbanes-Oxley certifications further supported scienter;\n\n n) The magnitude and duration of alleged fraud, with an alleged overstatement of\n\n the amount of minerals by more than $1.6 billion, supported scienter;\n\n o) The termination of Mr. Kinyon and Defendants Orr, Johnson, and Pyle\n\n supported scienter;\n\n p) Plaintiffs had standing to pursue the Section 11 claims because (i) they\n\n purchased shares that were traceable to the IPO and July 2021 Offering,\n\n (ii) Defendants failed to demonstrate that unregistered shares entered the\n\n market prior to Plaintiffs\u2019 purchases, and (iii) any insider sales had no impact\n\n on Plaintiffs\u2019 standing because they were made pursuant to a registration\n\n\n 11\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 15 of 35\n\n\n\n\n statement that incorporated the same alleged misstatements as those made in\n\n the IPO and July 2021 Offering.\n\n 19. On December 23, 2022, Defendants filed a 35-page reply memorandum of law in\n\nfurther support of their motion to dismiss the Amended Complaint. (ECF No. 70.)\n\n 20. From October 14, 2022 through and including February 28, 2023, Lead Counsel\n\ndevoted 479.35 hours with a total lodestar of $421,218 to researching and drafting Plaintiffs\u2019\n\nopposition to Defendants\u2019 motion to dismiss, analyzing Defendants\u2019 reply memorandum of law,\n\nand continuing to investigate the case pending oral argument or a decision on Defendants\u2019 motion\n\nto dismiss.\n\n D. Joint Motion to Stay the Case and Pursue Settlement Negotiations\n\n 21. After completion of the motion to dismiss briefing, the parties agreed to engage in\n\nprivate mediation before Robert A. Meyer of JAMS. To facilitate that mediation, on April 13,\n\n2023, the parties filed a joint motion to stay a ruling on Defendants\u2019 motion to dismiss the\n\nAmended Complaint, and advised the Court that they would provide a joint status update on or\n\nbefore June 15, 2023. (ECF No. 78.) The Court granted the motion and stayed the case on\n\nApril 26, 2023. (ECF No. 79.)\n\n E. Mediation Session with Robert A. Meyer\n\n 22. On June 13, 2023, the parties, their counsel, and representatives of Defendants\u2019\n\ninsurers participated in a full-day mediation with Mr. Meyer.\n\n 23. In advance of the mediation, the parties exchanged detailed mediation statements\n\naddressing liability, damages, and the strength of Defendants\u2019 pending motion to dismiss, among\n\nother issues.\n\n\n 12\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 16 of 35\n\n\n\n\n 24. On June 13, 2023, the parties exchanged multiple demands and counteroffers under\n\nMr. Meyer\u2019s auspices. After vigorous negotiations and discussion, at the conclusion of the session,\n\nMr. Meyer made a formal mediator\u2019s proposal that the case settle for $21 million, and the parties\n\naccepted the mediator\u2019s proposal.\n\n 25. From March 1, 2023 through and including June 13, 2023, Lead Counsel devoted\n\n123.1 hours with a total lodestar of $132,909 to preparing for and attending the mediation session.\n\n 26. On June 15, 2023, the parties advised the Court that they had reached an agreement\n\nin principle to settle the Action and requested that the Court grant a temporary stay of proceedings\n\npending submission of proposed settlement papers. (ECF No. 80.) On June 16, 2023, the Court\n\nentered an order continuing the prior stay of proceedings.\n\n F. The Stipulation of Settlement and Plaintiffs\u2019 Motion for\n Preliminary Approval\n\n 27. After reaching an agreement in principle, the parties engaged in several weeks of\n\nnegotiations to prepare the Stipulation and its exhibits, including the Notice, Long-Form Notice,\n\nProof of Claim, and Summary Notice, and developed the Plan of Allocation with expert assistance.\n\n 28. The Settlement documents and unopposed preliminary approval motion were filed\n\non July 13, 2023. (See ECF No. 82.)\n\n 29. Defendants\u2019 Counsel have advised that, on July 19, 2023, Defendants served the\n\nnotice required under the Class Action Fairness Act, 28 U.S.C. \u00a7 1715 (2005), et seq. (See Ex. E\n\n(Bingham Decl.).)\n\n 30. Following the filing of the preliminary approval motion, counsel for\n\nKathleen Marcus contacted the parties and raised a concern as to the scope of the Stipulation\u2019s\n\nRelease with respect to claims for breach of fiduciary duty, unjust enrichment, or waste brought\n\n 13\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 17 of 35\n\n\n\n\nby or on behalf of Gatos against the Individual Defendants or others, in connection with a litigation\n\ndemand sent by Ms. Marcus to Gatos on April 27, 2023. In response to these concerns, the parties\n\nand Ms. Marcus agreed to revise the Release with clarifying language. The parties filed a joint\n\nnotice informing the Court of the amendments to the Settlement documents on September 12,\n\n2023. (See ECF No. 85.)\n\n 31. On February 29, 2024, the Court entered the Preliminary Approval Order.\n\n(ECF No. 87.)\n\n 32. From June 14, 2023 through April 19, 2024, Lead Counsel devoted 105.5 hours\n\nwith a total lodestar of $96,218 to Settlement-related efforts, including preparing the Motion for\n\nPreliminary Approval and accompanying papers, overseeing the Notice Plan, and preparing the\n\nmotion for final approval of the proposed Settlement. All time concerning fee and expense award\n\nmatters is excluded from these calculations.\n\nII. THE SETTLEMENT IS FAIR, ADEQUATE, AND REASONABLE\n\n A. The Settlement Is in the Best Interests of the Class Given the Risks Faced\n and the Settlement\u2019s Recovery of a Reasonable Range of Potential Damages\n\n 33. The proposed Settlement provides the Settlement Class with an immediate and\n\ncertain cash benefit of $21 million, which represents a meaningful percentage of reasonably\n\nrecoverable damages, and is a highly favorable result given the risks of further litigation.\n\n 34. Plaintiffs and Plaintiffs\u2019 Counsel endorse the proposed Settlement. (See Ex. A\n\n(Betz Decl.) \u00b6\u00b67-10; Ex. B (Sweidan Decl.) \u00b6\u00b67-9.) Plaintiffs, who have overseen the prosecution\n\nof the action, understand and have executed their fiduciary duty to act in the best interest of the\n\nSettlement Class. Lead Counsel BFA specializes in complex securities class action litigation and\n\nis highly experienced in such litigation, and WTO has significant experience in class action\n\n 14\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 18 of 35\n\n\n\n\nlitigation. (See Ex F (Fonti Decl.) at Ex. 1 (BFA Resume); Ex. G (Reilly Decl.) at Ex. 1\n\n(WTO Resume).) Based on their experience and knowledge of the facts and applicable law,\n\nPlaintiffs and Plaintiffs\u2019 Counsel have determined that the Settlement is in the best interest of the\n\nSettlement Class.\n\n 35. Although Plaintiffs and Plaintiffs\u2019 Counsel believe that the claims asserted are\n\nmeritorious, continued litigation nonetheless posed significant risks to securing any recovery\n\n(much less a larger recovery than the proposed Settlement).\n\n 36. For example, Defendants\u2019 motion to dismiss threatened to end the Action by raising\n\nthreshold issues of whether Plaintiffs adequately alleged any actionable misstatement or omission,\n\nscienter, and Securities Act standing. Had Defendants\u2019 falsity arguments prevailed, any potential\n\nrecovery would have been eliminated altogether, while Defendants\u2019 arguments on scienter and\n\nstanding threatened to significantly reduce any recovery.\n\n 37. Even assuming the Amended Complaint had survived Defendants\u2019 motion to\n\ndismiss, Defendants would maintain significant defenses, including arguments on falsity,\n\nmateriality, scienter, and Securities Act standing, as well as loss causation and damages, which\n\nwould have arisen at subsequent stages of the litigation, including summary judgment, trial, and\n\non appeal.\n\n 38. Even if Plaintiffs had prevailed on liability at trial and on appeal, proving damages\n\n(and their amount) raised additional risks and would depend heavily on numerous variables,\n\nincluding whether Plaintiffs proved their Exchange Act and Securities Act claims, whether\n\npurchases prior to the July 2021 Offering were traceable to the IPO for purposes of the\n\nSecurities Act, and the impact of Defendants\u2019 negative causation defense under the Securities Act.\n\n\n 15\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 19 of 35\n\n\n\n\n 39. These factors and risks resulted in a range of estimated damages. At the low end,\n\nfor example, with expert assistance, Lead Counsel estimates that if Plaintiffs only prevailed on\n\nSecurities Act claims based on the July 2021 Offering and Defendants proved negative causation,\n\nestimated damages would be approximately $33.2 million. In that scenario, the proposed\n\nSettlement would amount to a 63% recovery\u2014over half of estimated damages.\n\n 40. At the high end, estimated damages would be approximately $224.5 million if\n\nPlaintiffs prevailed on all claims but Defendants prevailed on negative causation under the\n\nSecurities Act. The $224.5 million figure is far in excess of Defendants\u2019 realistic ability to pay;\n\nindeed, near the time of Settlement (as of May 31, 2023) the Company reported that it had only\n\n$10.5 million in cash and $9 million in outstanding debt. Setting aside the practical inability to\n\nrecover $224.5 million in damages, in this scenario, the proposed Settlement would amount to a\n\n9.4% recovery.\n\n 41. Thus, the Settlement recovers between 9.4% and 63% of potential estimated\n\ndamages. Setting aside the risks of achieving any recovery at all, even the low end of this range\n\nof potential recovery significantly exceeds the median recovery in other securities cases. For\n\nexample, according to industry research, the median recovery in cases alleging violations of the\n\nExchange Act (whether alone or in addition to other claims) was 4.8% between 2014 and 2022.\n\nSee Cornerstone Research, Securities Class Action Settlements, 2023 Review and Analysis at 6,\n\navailable at https://www.cornerstone.com/wp-content/uploads/2024/03/Securities-Class-Action-\n\nSettlements-2023-Review-and-Analysis.pdf. Here, even the low end of the percentage recovery\n\n(9.4%) is almost twice the median.\n\n\n\n\n 16\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 20 of 35\n\n\n\n\n 42. The $21 million Settlement is a particularly favorable result in light of Gatos\u2019s\n\nfinancial condition at the time of the Settlement. For example, Gatos reported that it had a cash\n\nbalance of $10.5 million and $9 million in outstanding debt as of May 31, 2023 (and although\n\nGatos holds a 70% interest in a joint venture with additional cash, it cannot access those funds\n\nabsent authorized distributions). Meanwhile, Gatos\u2019s primary asset\u2014the CLG mine at issue in\n\nthis Action\u2014is being depleted, with Gatos reporting near the time the parties agreed to the\n\nproposed Settlement that the life of Gatos\u2019s only production mine, CLG, will end in 2028. Gatos\n\ncautioned in its 2023 Form 10-K that there is \u201cno assurance\u201d that Gatos will identify \u201cany\n\nadditional proven or probable mineral reserves,\u201d and that the \u201cfailure to establish additional proven\n\nor probable mineral reserves would severely restrict our ability to implement our strategies for\n\nlong-term growth, which include extending the current CLG life of mine.\u201d\n\n 43. Importantly, the proposed Settlement guarantees the Settlement Class a prompt,\n\nfavorable cash recovery and eliminates the substantial risks and delay of further litigation. Thus,\n\nPlaintiffs and Plaintiffs\u2019 Counsel firmly believe that the Settlement is in the best interest of the\n\nSettlement Class.\n\n B. Notice, Claims, and Settlement Fund Administration\n\n 44. At Lead Counsel\u2019s direction, immediately after the Preliminary Approval Order,\n\nthe Court-appointed notice and claims administrator, Epiq Class Action and Claims Solutions, Inc.\n\n(\u201cEpiq\u201d), began implementing the Court-approved notice program. Lead Counsel has received,\n\nand continues to receive, regular updates from Epiq on the status of the notice and claims process.\n\n 45. On March 8, 2024, Epiq activated the Settlement Website\n\n(www.GatosSecuritiesLitigation.com), which provides investors with access to the Notice,\n\n\n 17\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 21 of 35\n\n\n\n\nSummary Notice, Long-Form Notice, the Proof of Claim form, important case documents, as well\n\nas FAQs and instructions on how to submit claims, opt-out from the Settlement, or submit an\n\nobjection. (Ex. D (Kimball Decl.) \u00b6\u00b614-19.)\n\n 46. On March 11, 2024, the Court-approved Summary Notice was published in\n\nInvestor\u2019s Business Weekly and transmitted over PR Newswire. (Id. \u00b612.) That same day, Epiq\n\ncaused the Summary Notice to be published by the Depository Trust Corporation (\u201cDTC\u201d) on the\n\nDTC Legal Notice System (\u201cLENS\u201d), which enables participating banks and brokers to review the\n\nSummary Notice and directly contact Epiq to obtain copies of the Notice for clients who may be\n\nSettlement Class Members. (Id. \u00b613.)\n\n 47. In addition, commencing on March 11, 2024 and continuing through April 9, 2024,\n\nEpiq caused banner advertisements regarding the proposed Settlement to appear on millions of\n\nwebpages containing Yahoo! Finance and Google Display Network digital properties. (Id. \u00b612.)\n\n 48. On March 21, 2024, Epiq began delivering notices directly to the Gatos investors\n\nidentified in the transfer list provided by Gatos to Epiq and to each entity included on a proprietary\n\nlist of approximately 1,400 nominees, as provided in the notice plan set forth in Plaintiffs\u2019\n\nmemorandum of law in support of their motion for preliminary approval (ECF No. 82-1 at 21),\n\nand the declaration of Morgan Kimball attached thereto (ECF No. 82-9), and in accordance with\n\nthe Court\u2019s instructions in the Preliminary Approval Order (ECF No. 87). (Ex. D (Kimball Decl.)\n\n\u00b6\u00b63-5.)\n\n 49. At Lead Counsel\u2019s direction, Epiq also took additional steps with respect to\n\nnominees and brokers. Namely, Epiq followed up with certain nominees and brokers to ensure\n\nthat they had received copies of the Notice, that they were following the Notice\u2019s specific\n\n\n 18\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 22 of 35\n\n\n\n\ninstructions, and that they were communicating copies of the Notice to investors via email where\n\npossible. (Id. \u00b67.)\n\n 50. To date, Epiq has sent 10,266 Notices. This includes 9,204 Notices either sent\n\ndirectly to investors identified by nominees or provided to nominees at their request so they can\n\nprovide them directly to investors. To date, Epiq has received 3,649 names and addresses of\n\npotential Settlement Class Members from Nominees, and has received requests for, and provided,\n\n5,555 copies of the Notice to nominees for them to forward to their customers. In addition, one\n\nnominee, Broadridge, has informed Epiq that it emailed 18,889 copies of the Notice to beneficial\n\nowners. The total of 29,155 Notices that have been sent to investors is 97% of Epiq\u2019s estimate\n\nwhen it first prepared the Notice plan. (Id. \u00b6\u00b65, 8-11.)\n\n 51. Pursuant to the Preliminary Approval Order, the deadline for Settlement Class\n\nMembers to opt out of the Settlement is May 5, 2024, and the deadline for Settlement Class\n\nMembers to object to the proposed Settlement is May 10, 2024. (See ECF No. 87 at 22-23.) To\n\ndate, Epiq has not received any requests for exclusion or any objections. (Ex. D (Kimball Decl.)\n\n\u00b6\u00b627, 29.) Lead Counsel will file reply papers by May 24, 2024 to respond to any objections.\n\n 52. By March 30, 2024, per the terms of the Stipulation, The Huntington National\n\nBank, as Escrow Agent, received the $21 million Settlement Amount from Defendants and their\n\ninsurance carriers. Per the terms of the Stipulation, the full amount has been invested in United\n\nStates Agency or Treasury securities or other instruments backed by the full faith and credit of the\n\nUnited States Government or fully insured by the United States Government or any agency thereof.\n\n\n\n\n 19\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 23 of 35\n\n\n\n\n C. The Plan of Allocation\n\n 53. The Plan of Allocation, contained in the Long-Form Notice, is designed to achieve\n\nthe fair, equitable, and reasonable distribution of the Net Settlement Fund to Authorized Claimants\n\nbased on estimates of their recognized losses in transactions in Gatos Securities during the\n\nClass Period.\n\n 54. Specifically, the Plan of Allocation (developed by Lead Counsel with expert\n\nassistance) calculates a \u201cRecognized Loss Amount\u201d for each purchase or acquisition of Gatos\n\nSecurities (Gatos common stock, call options of Gatos, and put options of Gatos) during the Class\n\nPeriod listed on the Proof of Claim form for which the claimant provides adequate documentation.\n\n 55. Transactions in Gatos Securities may result in Exchange Act Recognized Loss\n\nAmounts, with the calculation depending on when the claimant purchased and/or sold the Gatos\n\nSecurities and whether the claimant held the Gatos Securities through the 90-day look-back period\n\nafter the end of the Class Period. See 15 U.S.C. \u00a7 78u-4(e).\n\n 56. Transactions in Gatos common stock traceable to the IPO or July 2021 Offering\n\nmay result in Securities Act Recognized Loss Amounts. To avoid double-counting, the Plan of\n\nAllocation provides that a claimant\u2019s Recognized Loss Amount for each purchase or acquisition\n\nof Gatos common stock during the Class Period shall be the greater of (a) the Securities Act\n\nRecognized Loss Amount (if any) or (b) the Exchange Act Recognized Loss Amount (if any). The\n\ncalculation of Securities Act Recognized Loss Amounts generally reflects the Securities Act\u2019s\n\nstatutory damages formula and depends on the amount paid for each share of Gatos Common Stock\n\n(not to exceed the IPO or July 2021 Offering price, as applicable) and the price or value of the\n\nstock at the time of suit or the time of sale. See 15 U.S.C. \u00a7 78k(e).\n\n\n 20\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 24 of 35\n\n\n\n\n 57. A claimant\u2019s \u201cRecognized Claim\u201d is the sum of the claimant\u2019s Recognized Loss\n\nAmounts. The Net Settlement Fund will be allocated to Authorized Claimants on a pro rata basis\n\nbased on their Recognized Claims in proportion to all Recognized Claims, as determined by Epiq.\n\n 58. In sum, the proposed Plan of Allocation, developed by Lead Counsel with expert\n\nassistance, was designed to fairly and rationally allocate the Net Settlement Fund among\n\nAuthorized Claimants based on estimates of recognized losses calculated using the amounts,\n\nprices, and dates of their transactions, and appropriately recognizes the different methods to\n\ncalculate damages under the Securities Act and the Exchange Act. Accordingly, Lead Counsel\n\nrespectfully submits that the proposed Plan of Allocation is fair, reasonable, and adequate and\n\nshould be approved.\n\nIII. LEAD COUNSEL AND WTO\u2019S APPLICATION FOR ATTORNEYS\u2019 FEES,\n LITIGATION EXPENSES, AND REASONABLE COSTS AND EXPENSES TO\n PLAINTIFFS\n\n 59. Lead Counsel and WTO seek an award of attorneys\u2019 fees of 28% of the\n\nSettlement Fund, which includes interest at the same rate and for the same period as earned by the\n\nSettlement Fund (until paid). The requested fee award (equivalent to $5,880,000 before interest)\n\nis the same amount that was conveyed to Settlement Class Members in the Notice\n\n(the \u201cFee Application\u201d). Lead Counsel and WTO also request payment from the Settlement Fund\n\nfor litigation expenses incurred in connection with the prosecution of the action in the amount of\n\n$226,314, and awards totaling $15,000 to Plaintiffs in recognition of their reasonable costs and\n\nexpenses directly related to their representation of the Settlement Class\n\n(the \u201cExpense Application\u201d).\n\n\n\n\n 21\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 25 of 35\n\n\n\n\n A. Fee Application\n\n 60. For Plaintiffs\u2019 Counsel\u2019s efforts in achieving the $21 million Settlement on behalf\n\nof the Settlement Class, Lead Counsel and WTO seek an award of attorneys\u2019 fees of 28% of the\n\nSettlement Fund.\n\n 61. With Plaintiffs\u2019 and the Settlement Class\u2019s support, Lead Counsel and WTO\n\nrespectfully submit that the requested fee award is fair and reasonable and should be approved\n\nbased on the time and labor expended by Plaintiffs\u2019 Counsel, the skill with which Plaintiffs\u2019\n\nCounsel litigated the complex and difficult issues presented, the outstanding result achieved for\n\nthe benefit of the Class, the risk and contingent nature of the representation, and counsel\u2019s\n\nexperience and ability.\n\n 62. Indeed, as discussed in Lead Counsel and WTO\u2019s memorandum, the requested 28%\n\nfee is below the 33% typically awarded in similarly complex cases in this Circuit. Nationally,\n\nresearch by NERA Economic Consulting has found that in securities class action settlements\n\nbetween $10 million and $25 million in value, the median fee award was 27.5% (from 2014-2023),\n\ncomparable to the 28% request here.3\n\n 1. Plaintiffs, and the Reaction of the Proposed Settlement Class, Support\n the Fee Request\n\n 63. Plaintiffs support the fee request. (See Ex. A (Betz Decl.) \u00b6\u00b611-15; Ex. B (Sweidan\n\nDecl.) \u00b6\u00b610-12.) The fee request is consistent with Lead Plaintiff Betz\u2019s retention agreement with\n\ncounsel entered at the outset of Mr. Betz\u2019s involvement in this Action. (See Ex. A (Betz Decl.)\n\n\n\n\n3\n See Edward Flores and Svetlana Starykh, Recent Trends in Securities Class Action Litigation,\n2023 Full-Year Review, NERA, 29 (Jan. 23, 2024).\n\n 22\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 26 of 35\n\n\n\n\n\u00b613.) Plaintiffs\u2019 support and ex ante agreement regarding the fee request weighs heavily in favor\n\nof approval of the requested fee.\n\n 64. The reaction of the Settlement Class to the proposed Settlement, including the fee\n\nrequest, further supports approval. The Notice advised Settlement Class Members that counsel\n\nwould apply to the Court for an award of attorneys\u2019 fees not to exceed 28% of the Settlement Fund,\n\nand over 29,000 Notices were transmitted. (Ex. D (Kimball Decl.) \u00b611.) While the deadline for\n\nfiling objections is May 10, 2024, to date, no Settlement Class Member has filed an objection to\n\nthe proposed Settlement or the requested fee award. (Id. \u00b629.) The absence of objections supports\n\nthe requested fee. See In re Crocs Sec. Litig., No. 07-cv-02351-PAB-KLM, 2014 WL 4670886,\n\nat *5 (D. Colo. Sept. 18, 2014) (\u201cthe fact that none of the class members objected to the requested\n\nattorneys\u2019 fees is significant and weighs in favor of the requested award\u201d); McKeon v. Integrity\n\nPizza LLC, No. 18-cv-0932-WJM-KLM, 2020 WL 6782238, at *2 (D. Colo. Nov. 18, 2020)\n\n(same).\n\n 2. The Time and Labor Expended by Plaintiffs\u2019 Counsel\n\n 65. Plaintiffs\u2019 Counsel have devoted significant time and effort to the prosecution of\n\nthis Action over the last two years: 2,210.55 hours with a total lodestar of $1,853,045. (See Ex. F\n\n(Fonti Decl.) \u00b68; Ex. G (Reilly Decl.) \u00b69; Ex. H (Schall Decl.) \u00b69; Ex. I (Podolsky Decl.) \u00b68.) This\n\ntime includes, among other things, investigating, drafting, and filing the Amended Complaint,\n\nwhich detailed complex and highly technical factual allegations; opposing Defendants\u2019 motion to\n\ndismiss; and successfully leveraging this work in mediation to secure, through arms-length\n\nnegotiations under Mr. Meyer\u2019s auspices, a highly favorable resolution for the Settlement Class.\n\n\n\n\n 23\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 27 of 35\n\n\n\n\nPlaintiffs\u2019 Counsel has excluded all time concerning fee and expense award matters from these\n\ncalculations.\n\n 66. Attached hereto as Exhibits F, G, H, and I are declarations from Joseph A. Fonti,\n\nKathryn A. Reilly, Brian Schall, and Susan R. Podolsky in support of the request for an award of\n\nattorneys\u2019 fees and litigation expenses. These declarations respectively identify the BFA, WTO,\n\nSchall, and Podolsky attorneys and support staff who have worked on this case; each individual\u2019s\n\nqualifications, experience, and role in the litigation; schedules summarizing the amount of time\n\nspent by the attorneys and professional support staff from inception through April 19, 2024, the\n\nrates applicable to each individual, and a lodestar calculation for each individual. The Reilly,\n\nSchall, and Podolsky Declarations further describe the work performed by WTO as\n\nLiaison Counsel, and the work performed by Schall and Podolsky as additional counsel for\n\nPlaintiffs, each under Lead Counsel\u2019s direction and supervision. (Ex. G (Reilly Decl.) \u00b65; Ex. H\n\n(Schall Decl.) \u00b65; Ex. I (Podolsky Decl.) \u00b64.)\n\n 67. BFA\u2019s hourly billing rates for the attorneys involved in this matter (using current\n\nrates for current attorneys, and the rate in the final year of employment for attorneys no longer\n\nemployed by BFA) range from $950 to $1,250 for partners, $895 for Special Counsel, $650 to\n\n$795 for associates, and $575 for Senior Project Associates. 4 (Ex. F (Fonti Decl.) \u00b6\u00b68-9.)\n\n\n\n4\n Plaintiffs\u2019 Counsel have used current rates to account for inflation and the delay in payment. See\nBratcher v. Bray-Doyle Indep. Sch. Dist. No. 42 of Stephens Cty., Okl., 8 F.3d 722, 726 (10th Cir.\n1993) (\u201cThe delay in payment of fees may be remedied \u2018by the application of current rather than\nhistoric hourly rates.\u2019\u201d) (quoting Missouri v. Jenkins, 491 U.S. 274, 283-84 (1989)); Duran v.\nKoehler, No. 10-cv-01569, 2014 WL 4197578, at *3 (D. Colo. Aug. 25, 2014) (similar). For\ncontext, applying Lead Counsel\u2019s rates at the time the parties agreed to the proposed Settlement\n(in 2023), Lead Counsel\u2019s lodestar (which is 91% of Plaintiffs\u2019 Counsel\u2019s total) would be\n$1,556,224, compared to $1,687,409 at current rates.\n\n 24\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 28 of 35\n\n\n\n\n 68. WTO\u2019s current billing rates for attorneys involved in this matter range from $630\n\nto $1,045 for partners, and $475 for Staff Counsel. (Ex. G (Reilly Decl.) \u00b6\u00b68-9.)\n\n 69. The current billing rates for Schall attorneys involved in this matter range from\n\n$800 to $900 for partners. (Ex. H (Schall Decl.) \u00b6\u00b68-9.)\n\n 70. Ms. Podolsky\u2019s current billing rate as Principal of Podolsky is $750. (Ex. I\n\n(Podolsky Decl.) \u00b6\u00b67-8.)\n\n 71. We believe these rates compare favorably to (and are significantly lower than) the\n\nrates charged by Defendants\u2019 counsel in this Action, which are paid on an hourly basis without\n\nregard to risk or result. In fact, based on information recently filed publicly in United States\n\nBankruptcy Courts, the hourly rates of Defendants\u2019 counsel significantly exceed those of\n\nPlaintiffs\u2019 Counsel. See, e.g., In re Instant Brands Acquisition Holdings Inc., No. 23-90716\n\n(Bankr. S.D. Tex. Feb. 15, 2024), ECF No. 1093 (Davis Polk & Wardwell LLP\u2019s monthly fee\n\nstatement for December 2023 showing hourly rates for partners ranged from $1,975 to $2,155;\n\nhourly rates for counsel of $1,615; and hourly rates for associates ranged from $645 to $1,465).\n\n 3. The Novelty and Difficulty of the Questions Presented by the\n Litigation and Counsel\u2019s Skill in Representing the Class\n\n 72. The difficulties presented by this complex securities class action, and the skill\n\nrequired to successfully navigate them, favor approval of the requested fee award.\n\n 73. The Amended Complaint reflects Plaintiffs\u2019 Counsel\u2019s extensive work to develop\n\nhighly technical allegations regarding the alleged overstatements of reserves and resources, and\n\ndetailed accounting allegations that quantify the alleged financial impact of those overstatements.\n\nLead Counsel deployed its experience and skill in securities litigation to develop these complex\n\nallegations.\n\n 25\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 29 of 35\n\n\n\n\n 74. In their motion to dismiss the Amended Complaint, Defendants\u2019 primary argument\n\nwas that the allegations showed, at most, competing expert opinions from Tetra Tech and\n\nLinebarger concerning the accuracy of reserves, coupled with arguments that Linebarger\u2019s views\n\nwere entitled to little or no weight because he was not Gatos\u2019s official \u201cqualified person\u201d under\n\nrelevant mining reporting regulations.\n\n 75. These arguments raised significant challenges with respect to the falsity of\n\nDefendants\u2019 statements and their scienter. Specifically, invoking Omnicare, Defendants argued\n\nthat Defendants\u2019 statements were inactionable opinions, leveraging the Second Circuit\u2019s decision\n\nin Quartermain, which affirmed that certain statements regarding mining reserve estimates were\n\nnot actionable notwithstanding an expert consultant\u2019s views. Plaintiffs\u2019 Counsel skillfully\n\nresponded to these arguments, but nonetheless faced substantial risk that they could defeat or\n\nsubstantially narrow the Class\u2019s claims.\n\n 76. Finally, Plaintiffs\u2019 Counsel leveraged the allegations of the Amended Complaint\n\nand the strength of Plaintiffs\u2019 opposition to the motion to dismiss in connection with the mediation\n\nunder the auspices of Mr. Meyer. These efforts resulted in securing a $21 million recovery for the\n\nSettlement Class before a decision on the motion to dismiss.\n\n 4. The Outstanding Result Obtained\n\n 77. The $21 million proposed Settlement achieved in this Action is an outstanding\n\nresult by any measure. It is the eleventh-largest securities settlement in this District, and nationally,\n\nit significantly exceeds the median securities settlement in 2023 ($14 million). 5 As described\n\n\n\n5\n See Edward Flores and Svetlana Starykh, Recent Trends in Securities Class Action Litigation,\n2023 Full-Year Review, NERA, 20 (Jan. 23, 2024).\n\n 26\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 30 of 35\n\n\n\n\nabove, the proposed Settlement represents a recovery of 9.4% to 63% of estimated damages\u2014far\n\nmore than the typical recoveries achieved in a securities class action. (See \u00b6\u00b639-41, supra.)\n\nSpecifically, the recovery represents as much as 63% of estimated damages (in a scenario where\n\nPlaintiffs only prevailed on Securities Act claims based on the July 2021 Offering and Defendants\n\nproved negative causation). Even under a scenario where Plaintiffs prevailed on both the\n\nExchange Act and Securities Act claims, subject to negative causation on the latter, the recovery\n\nrepresents 9.4% of estimated damages. This percentage is almost double the median 4.8%\n\nrecovery in other securities cases\u2014an exceptional result even before considering the practical\n\ninability to recover $224.5 million in damages in light of Gatos\u2019s serious financial constraints.\n\n 78. Notably, Plaintiffs\u2019 Counsel has achieved this outstanding recovery promptly,\n\nwithout Settlement Class Members being subject to years of uncertainty that would accompany\n\nfurther litigation through discovery, summary judgment, trial, and appeals.\n\n 5. The Contingency of the Fee and Preclusion of Other Employment\n\n 79. The requested fee award is also reasonable in light of the significant risks assumed\n\nby Plaintiffs\u2019 Counsel in prosecuting this complex class action on a fully contingent basis.\n\nPlaintiffs\u2019 Counsel undertook the representation of the Class knowing that the litigation could last\n\nfor years, provided no guarantee of any compensation, and would require the substantial\n\ninvestment of time that would otherwise have been devoted to other cases. Plaintiffs\u2019 Counsel\n\nalso assumed the risk of advancing all costs and expenses necessary to successfully prosecute the\n\nAction with no guarantee of any reimbursement.\n\n 80. Plaintiffs\u2019 Counsel assumed the risk of a fully contingent representation in the face\n\nof Defendants\u2019 vigorous opposition. Defendants\u2019 team of highly experienced and skilled counsel\n\n\n 27\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 31 of 35\n\n\n\n\nat Davis Polk sought to terminate this Action at the pleading stage on the basis that none of the\n\nalleged misstatements was actionable, including because the allegedly false resource and reserve\n\nestimates were forecasts and/or opinions. In addition, the Class\u2019s Section 10(b) claims require\n\nproof of scienter, which presented additional risks. Even if Plaintiffs defeated Defendants\u2019 motion\n\nto dismiss and summary judgment motions, then proceeded to trial, Plaintiffs faced a real risk that\n\nthe jury would accept Defendants\u2019 arguments that their statements were merely subjective\n\nopinions\u2014potentially eliminating any recovery\u2014or credit Defendants\u2019 arguments that they\n\nreasonably relied on Tetra Tech\u2019s expert opinion, potentially foreclosing scienter and any recovery\n\non the Exchange Act claims.\n\n 81. Plaintiffs\u2019 Counsel recognized these risks but nevertheless assumed responsibility\n\nfor litigating the Action with no guarantee of any compensation. To date, Plaintiffs\u2019 Counsel has\n\ninvested more than 2,200 hours of time into this action and incurred over $226,000 in expenses,\n\nwhile receiving no compensation or reimbursement of any kind. Plaintiffs\u2019 Counsel\u2019s assumption\n\nof such significant risk, coupled with the quality of the results achieved, support the requested fee.\n\n 6. Counsel\u2019s Experience, Reputation, and Ability\n\n 82. BFA\u2019s, WTO\u2019s, Schall\u2019s, and Podolsky\u2019s firm resumes are attached to the\n\nFonti Declaration (Ex. F), the Reilly Declaration (Ex. G), the Schall Declaration (Ex. H), and the\n\nPodolsky Declaration (Ex. I), respectively, which include further biographical information about\n\neach firm\u2019s attorneys and staff involved in this case, as well as background information about each\n\nfirm and its experience.\n\n 83. Since its founding in 2014, BFA has recovered nearly $2 billion for investors.\n\nSecurities class actions that BFA has prosecuted and successfully resolved include a $420 million\n\n\n 28\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 32 of 35\n\n\n\n\nrecovery in In re Teva Securities Litigation, No. 17-cv-0558 (D. Conn.); a $234 million recovery\n\nin In re MF Global Holdings Securities Litigation, 11-cv-07866-VM (S.D.N.Y.); a $219 million\n\nrecovery in In re Genworth Financial Inc. Securities Litigation, 14-cv-00682-JAG (E.D. Va.); a\n\n$129 million recovery in Greene v. Granite Construction Inc., No. 19-cv-04744 (N.D. Cal.); and\n\na $120 million recovery in Freedman v. Weatherford Int\u2019l, Ltd., 12-cv- 02121-LAK (S.D.N.Y.).\n\n 84. BFA also serves as lead counsel in a number of high-profile pending securities class\n\naction lawsuits throughout the country, including Ciarciello v. Bioventus Inc., No. 23-cv-00032\n\n(M.D.N.C.); Lozada v. TaskUs, Inc., No. 22-cv-01479 (S.D.N.Y.); In re Talis Biomedical\n\nSecurities Litigation, No. 22-cv-00105 (N.D. Cal.); Peters v. Twist Bioscience Corp., No. 22-cv-\n\n08168 (N.D. Cal.); and Chow v. Enochian Biosciences Inc., No. 22-cv-01374 (C.D. Cal.).\n\n 85. As demonstrated in its firm resume, WTO has significant experience in class action\n\nlitigation, having handled hundreds of class actions in state and federal courts in at least 33 states.\n\n(Ex. G (Reilly Decl.) \u00b63, Ex. 1.) WTO leveraged its valuable experience litigating in this District\n\nin this Action.\n\n 86. Schall also has ample experience in securities litigation. Schall has helped recover\n\nnearly half a billion dollars for investors since 2017 and is singularly committed to recovering\n\nshareholder money from publicly traded companies that commit fraud. (Ex. H (Schall Decl.) \u00b63,\n\nEx. 1.)\n\n 87. Podolsky has over a decade of experience prosecuting securities class actions and\n\nhas assisted in recovering $898 million for investors. (Ex. I (Podolsky Decl.) \u00b63.)\n\n\n\n\n 29\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 33 of 35\n\n\n\n\n B. Expense Application\n\n 1. Plaintiffs\u2019 Counsel\u2019s Litigation Expenses\n\n 88. Lead Counsel and WTO respectfully request $226,314 in litigation expenses that\n\nPlaintiffs\u2019 Counsel has incurred in the prosecution of the case. Plaintiffs\u2019 Counsel incurred these\n\nexpenses with full knowledge that they might not recover any of them if the litigation was\n\nunsuccessful.\n\n 89. Given the fully contingent representation and the risks of litigation, Plaintiffs\u2019\n\nCounsel was incentivized to prosecute this Action as efficiently as possible without undermining\n\nits aggressive litigation strategy. Notably, the requested amount of expenses is nearly $100,000\n\nlower than the maximum amount of $325,000 estimated in the Notice disseminated to the Class.\n\nTo date, no Settlement Class Member has objected to the maximum amount of expenses set forth\n\nin the Notice, confirming the reasonableness of the requested expenses.\n\n 90. The litigation expenses incurred by Plaintiffs\u2019 Counsel in prosecuting this Action\n\nare summarized by category and vendor below in Table 1, and are further described in the\n\nFonti Declaration (Ex. F \u00b6\u00b613-16) and the Reilly Declaration (Ex. G \u00b611).\n\n TABLE 1\n\n CATEGORY CATEGORY\n TOTAL\n Computer Research $2,103\n Expert Fees $87,078\n Litigation Support Vendor Fees $30,926\n Outside Counsel $91,899\n Mediation Fees $9,475\n Postage and Overnight Mail $24\n Service and Filing Fees $1,127\n Accommodations $1,076\n Meals $150\n\n 30\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 34 of 35\n\n\n\n\n CATEGORY CATEGORY\n TOTAL\n Local Transportation $155\n Out-of-Town Transportation $1,889\n Miscellaneous $412\n TOTAL $226,314\n\n 91. As noted in Plaintiffs\u2019 declarations, Plaintiffs believe that the litigation expenses\n\nfor which counsel is seeking reimbursement are reasonable and represent costs and expenses\n\nnecessary for the prosecution of the case. (Ex. F (Fonti Decl.) \u00b615; Ex. G (Reilly Decl.) \u00b611.)\n\n 2. Plaintiffs\u2019 Reasonable Costs and Expenses\n\n 92. Plaintiffs Bard Betz and Jude Sweidan also seek awards, pursuant to 15 U.S.C.\n\n\u00a7 78u-4(a)(4), of their costs and expenses directly related to their representation of the Class. As\n\ndetailed in the Betz and Sweidan Declarations (Exhibits A and B, respectively), based on\n\nPlaintiffs\u2019 time devoted to this Action, Lead Plaintiff Betz seeks an award of $10,000 and Named\n\nPlaintiff Sweidan seeks an award of $5,000. Together, these amounts are equal to the $15,000 that\n\nthe Notice advised the Settlement Class could be requested.\n\n 93. We respectfully submit that these awards are consistent with Congress\u2019s intent, as\n\nexpressed in the PSLRA, of encouraging investors to take active roles in supervising securities\n\nactions. As set forth in their declarations, Mr. Betz and Mr. Sweidan have been committed to\n\npursuing this Action and diligently and effectively fulfilled their obligations as representative\n\nplaintiffs. We respectfully submit that their efforts and contributions merit the requested awards.\n\n\n\n\n 31\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91 filed 04/26/24 USDC Colorado\n pg 35 of 35\n\n\n\n\nDated: April 26, 2024\n\n s/ Joseph A. Fonti\n Joseph A. Fonti\n\n s/ Kathryn A. Reilly\n Kathryn A. Reilly\n\n\n\n\n 32\n\f","ocr_status":1,"date_upload":"2026-06-25T03:46:27.952965-07:00","document_number":"91","attachment_number":null,"pacer_doc_id":"039011255180","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/483990561/","id":483990561,"tags":[],"absolute_url":"/docket/63118954/91/1/bilinsky-v-gatos-silver-inc/","date_created":"2026-06-25T03:46:29.527295-07:00","date_modified":"2026-06-26T03:13:30.632979-07:00","sha1":"086f63a2bff9086d22c22e469f0da3fc78c70a85","page_count":6,"file_size":790275,"filepath_local":"recap/gov.uscourts.cod.213364/gov.uscourts.cod.213364.91.1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cod.213364/gov.uscourts.cod.213364.91.1.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case No. 1:22-cv-00453-PAB-KAS Document 91-1 filed 04/26/24 USDC Colorado\n pg 1 of 6\n\n\n\n\n EXHIBIT A\n\n Declaration of Lead Plaintiff Bard Betz in Support of:\n (I) Plaintiffs\u2019 Motion for Final Approval of the Settlement and\n Approval of the Plan of Allocation and\n (II) Lead Counsel and WTO\u2019s Motion for Awards of Attorneys\u2019\n Fees, Litigation Expenses, and\n Reasonable Costs and Expenses to Plaintiffs\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-1 filed 04/26/24 USDC Colorado\n pg 2 of 6\n\n\n\n\n UNITED STATES DISTRICT COURT\n FOR THE DISTRICT OF COLORADO\n\n Civil Action No. 1:22-cv-00453-PAB-KAS\n\n MICHAEL BILINSKY, Individually and on Behalf of All Others\n Similarly Situated,\n\n Plaintiff,\n\n v.\n\n GATOS SILVER, INC.,\n STEPHEN ORR,\n ROGER JOHNSON,\n PHILIP PYLE,\n JANICE STAIRS,\n ALI ERFAN,\n IGOR GONZALES,\n KARL HANNEMAN,\n DAVID PEAT,\n CHARLES HANSARD, and\n DANIEL MU\u00d1IZ QUINTANILLA,\n\n Defendants.\n\n\n DECLARATION OF LEAD PLAINTIFF BARD BETZ IN SUPPORT OF:\n (I)\n APPROVAL OF THE PLAN OF ALLOCATION AND (II) LEAD COUNSEL\n AND WTO\n EXPENSES, AND REASONABLE COSTS AND EXPENSES TO PLAINTIFFS\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-1 filed 04/26/24 USDC Colorado\n pg 3 of 6\n\n\n\n\n BARD BETZ declares under penalty of perjury, pursuant to 28 U.S.C. \u00a7 1746, that the\n\nfollowing is true:\n\n 1. I am the Court-appointed Lead Plaintiff in the above-captioned action (the\n 1\n\n\n\n 2. I submit this Declaration\n\nthe Settlement and Approval of the Plan of Allocation and (II) Lead Counsel and WTO\n\n\n\nClass Representatives.\n\n 3. The matters set forth herein are based on my personal knowledge and/or discussion\n\n\n\n 4. I purchased Gatos Securities during the Class Period and suffered substantial losses\n\nas a result of the alleged violations of the federal securities laws alleged in the Action. (See ECF\n\nNo. 16-3, 16-6.)\n\n 5. Beyond seeking to recover the significant losses that I suffered as a result of my\n\ninvestment in Gatos Securities, I sought to serve as Lead Plaintiff in this Action because the\n\nallegations of wrongdoing including that Defendants engaged in accounting fraud by overstating\n\n affect the integrity of the securities markets.\n\n\n\n\n1\n Capitalized terms not defined herein have the meanings stated in the Amended Class Action\nComplaint for Violations of the Securities Laws (ECF No. 54), the Stipulation and Agreement of\nSettlement dated September 12, 2023 (ECF No. 85-1), and the Joint Declaration of Joseph A. Fonti\n\n tion for Awards of\n\n(the\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-1 filed 04/26/24 USDC Colorado\n pg 4 of 6\n\n\n\n\n 6. In seeking appointment as Lead Plaintiff and Class Representative in this Action, I\n\nunderstood my responsibility to serve the best interests of the Class by supervising the effective\n\nprosecution of this Action, and have done so at all times.\n\nI. APPROVAL OF THE SETTLEMENT\n\n 7. I support approval of the proposed Settlement. I believe that the Settlement is the\n\n -fought negotiation and careful consideration on behalf of the\n\nSettlement Class.\n\n 8. -day mediation session in Los Angeles,\n\nCalifornia with Robert A. Meyer, Mr. Be\n\n\n\n .\n\n 9. I carefully c\n\nCounsel, including consideration of (among other things) the strength of the merits,\n\nfinancial condition, the amount of realistically recoverable damages, and the risks of further\n\nlitigation.\n\n 10. Based on my active involvement in the Action, my participation in the mediation\n\nsession, and my understanding of the factors outlined above, I determined that the proposed\n\nSettlement was fair, reasonable, and adequate to the Settlement Class. I believe the Settlement\n\nrepresents an outstanding result that is fair, reasonable, and adequate to the Settlement Class.\n\nII. LEAD COUNSEL AND WTO OF\n FEES AND LITIGATION EXPENSES\n\n 11. I support Lead Counsel and WTO\n\nlitigation expenses.\n\n\n 2\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-1 filed 04/26/24 USDC Colorado\n pg 5 of 6\n\n\n\n\n 12. As Lead Plaintiff, in retaining BFA and Schall for this matter, I determined that\n\nBFA and Schall were particularly well qualified based on their experience successfully litigating\n\nsecurities class actions on behalf of investors. I understood that Lead Counsel would devote the\n\n\n\nheavily in time and expenses to litigate the Action. In addition to BFA and Schall, Plaintiffs relied\n\non valuable counsel from and The Law Offices of Susan R.\n\nPodolsky.\n\n 13. I recognize that the Court must approve any fee award. Prior to seeking\n\nappointment as Lead Plaintiff, I negotiated and entered into a retention agreement whereby I\n\nauthorized counsel to request a fee of 28% of the amount recovered in the Action. The requested\n\nfee is consistent with my ex ante agreement with counsel.\n\n 14. In light of the result achieved, the work performed, and the risks faced in the Action,\n\nI support Lead Counsel and WTO\n\n e award in the Action.\n\n 15. I further believe that the litigation expenses for which Lead Counsel and WTO are\n\nseeking reimbursement are reasonable, and represent costs and expenses necessary for the effective\n\nprosecution and resolution of this complex action, including consulting expert analysis regarding\n\nfinancial accounting and estimation of mineral reserves and resources.\n\nIII. EST FOR AN AWARD OF REASONABLE COSTS\n AND EXPENSES\n\n 16. I understand that the PSLRA authorizes the award of class represen\n\nreasonable costs and expenses, including lost wages. See 15 U.S.C. \u00a7 78u-4(a)(4). Accordingly,\n\n\n\n\n 3\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-1 filed 04/26/24 USDC Colorado\n pg 6 of 6\n\n\n\n\nI seek an award of my reasonable costs and expenses incurred in connection with my representation\n\nof the Settlement Class.\n\n 17. My costs and expenses in the Action total $10,000, consisting of the estimated cost\n\nof 64 hours of time that I devoted to the Action based on a review of records. This time was\n\n\n\nmotion papers, and other filings; and attending the mediation session on June 13, 2023, as\n\ndescribed above.\n\n 18. Using a reasonable hourly rate of $160, I request an award of $10,000 in respect of\n\nthe 64 hours of time that I devoted to the Action.\n\nIV. CONCLUSION\n\n 19. As the Court-appointed Lead Plaintiff and proposed class representative, I strongly\n\nendorse the proposed Settlement as fair, reasonable, and adequate, and believe it represents an\n\noutstanding result for the Settlement Class.\n\n 20. I further support Lead Counsel and WTO\n\nand litigation expenses and believe that it represents fair and reasonable compensation in light of\n\n\n\nfully contingent basis, in the face of significant risks and uncertainties.\n\n 21. I also request an award of my reasonable costs and expenses in the Action, as set\n\nforth above.\n\nDated: __________\n\n\n Bard Betz\n\n\n\n\n 4\n\f","ocr_status":2,"date_upload":"2026-06-25T03:46:50.531301-07:00","document_number":"91","attachment_number":1,"pacer_doc_id":"039011255181","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Ex. A - Betz Declaration","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/483990562/","id":483990562,"tags":[],"absolute_url":"/docket/63118954/91/2/bilinsky-v-gatos-silver-inc/","date_created":"2026-06-25T03:46:29.552041-07:00","date_modified":"2026-06-26T03:13:32.902960-07:00","sha1":"16a7ef0dc2b81587cec58d1a1333895703a2e008","page_count":6,"file_size":732814,"filepath_local":"recap/gov.uscourts.cod.213364/gov.uscourts.cod.213364.91.2.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cod.213364/gov.uscourts.cod.213364.91.2.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case No. 1:22-cv-00453-PAB-KAS Document91-2 _ filed 04/26/24 USDC Colorado\npg 1 of 6\n\nEXHIBIT B\n\nDeclaration of Named Plaintiff Jude Sweidan in Support of:\n(1) Plaintiffs\u2019 Motion for Final Approval of the Settlement and\nApproval of the Plan of Allocation and\n(II) Lead Counsel and WTO\u2019s Motion for Awards of Attorneys\u2019\nFees, Litigation Expenses, and\nReasonable Costs and Expenses to Plaintiffs\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-2 _ filed 04/26/24 USDC Colorado\nDocuSign Envelope ID: D1D9A315-9CA3-48EC-8923-E78464C11462 4 2 Of G\n\nUNITED STATES DISTRICT COURT\nFOR THE DISTRICT OF COLORADO\n\nCivil Action No. 1:22-cv-00453-PAB-KAS\n\nMICHAEL BILINSKY, Individually and on Behalf of All Others\nSimilarly Situated,\n\nPlaintiff,\nVv.\n\nGATOS SILVER, INC.,\nSTEPHEN ORR,\n\nROGER JOHNSON,\nPHILIP PYLE,\n\nJANICE STAIRS,\n\nALI ERFAN,\n\nIGOR GONZALES,\n\nKARL HANNEMAN,\nDAVID PEAT,\n\nCHARLES HANSARD, and\nDANIEL MUNIZ QUINTANILLA,\n\nDefendants.\n\nDECLARATION OF NAMED PLAINTIFF JUDE SWEIDAN IN SUPPORT OF:\n\n(1) PLAINTIFFS\u2019 MOTION FOR FINAL APPROVAL OF THE SETTLEMENT AND\nAPPROVAL OF THE PLAN OF ALLOCATION AND (II) LEAD COUNSEL AND\nWTO\u2019S MOTION FOR AWARDS OF ATTORNEYS\u2019 FEES, LITIGATION EXPENSES,\nAND REASONABLE COSTS AND EXPENSES TO PLAINTIFFS\n\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-2 _ filed 04/26/24 USDC Colorado\nDocuSign Envelope ID: D1D9A315-9CA3-48EC-8923-E78464C11462 yy 3 Of 6\n\nJUDE SWEIDAN declares under penalty of perjury under the laws of the United States of\nAmerica, pursuant to 28 U.S.C. \u00a7 1746, that the following is true:\n\n1. Iam a Named Plaintiff in the above-captioned action (the \u201cAction\u201d).!\n\n2. I submit this Declaration in support of (I) Plaintiffs\u2019 Motion for Final Approval of\nthe Settlement and Approval of the Plan of Allocation and (II) Lead Counsel and WTO\u2019s Motion\nfor Awards of Attorneys\u2019 Fees, Litigation Expenses, and Reasonable Costs and Expenses to\nClass Representatives.\n\n3. The matters set forth herein are based on my personal knowledge and/or discussion\nwith Plaintiffs\u2019 Counsel.\n\n4. I purchased Gatos common stock during the Class Period and suffered substantial\nlosses as a result of the alleged violations of the federal securities laws alleged in the Action. (See\nECF No. 54-1.)\n\n5. Beyond seeking to recover the significant losses that I suffered as a result of my\ninvestment in Gatos Securities, I sought to serve as a Named Plaintiff in this Action because the\nallegations of wrongdoing\u2014including that Defendants engaged in accounting fraud by overstating\n\nCLG mine\u2019s mineral reserves and resources\u2014affect the integrity of the securities markets.\n\n' Capitalized terms not defined herein have the meanings stated in the Amended Class Action\nComplaint for Violations of the Securities Laws (ECF No. 54), the Stipulation and Agreement of\nSettlement dated September 12, 2023 (ECF No. 85-1), and the Joint Declaration of Joseph A. Fonti\nand Kathryn A. Reilly in Support of: (1) Plaintiffs\u2019 Motion for Final Approval of the Settlement\nand Approval of the Plan of Allocation and (II) Lead Counsel and WTO\u2019s Motion for Awards of\nAttorneys\u2019 Fees, Litigation Expenses, and Reasonable Costs and Expenses to Plaintiffs\n(the \u201cJoint Declaration\u201d or \u201cJoint Decl.\u201d).\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-2 _ filed 04/26/24 USDC Colorado\nDocuSign Envelope ID: D1D9A315-9CA3-48EC-8923-E78464C11462 yy 4 of 6\n\n6. As a Named Plaintiff and in seeking to serve as a class representative in this Action,\nI understood my responsibility to serve the best interests of the Class by supervising the effective\nprosecution of this Action, and have done so at all times.\n\n1 APPROVAL OF THE SETTLEMENT\n\n7. I support approval of the proposed Settlement. I believe that the Settlement is the\nproduct of Plaintiffs\u2019 hard-fought negotiation and careful consideration on behalf of the\nSettlement Class.\n\n8. I understand that on June 13, 2023, the parties engaged in a formal full-day\nmediation session in Los Angeles, California with Robert A. Meyer, Mr. Betz, Bleichmar Fonti &\nAuld LLP (\u201cBFA\u201d), The Schall Law Firm (\u201cSchall\u201d), Defendants\u2019 Counsel, and representatives of\nGatos and various insurance carriers, leading to Mr. Meyer issuing a mediator\u2019s proposal that the\ncase settle for $21 million.\n\n9. Based on my involvement in the Action and my understanding of the strength of\nthe merits, Gatos\u2019s financial condition, the amount of realistically recoverable damages, and the\nrisks of further litigation, I believe the Settlement represents an outstanding result that is fair,\nreasonable, and adequate to the Settlement Class.\n\nI. LEAD COUNSEL AND WTO\u2019S MOTION FOR AWARDS OF\nATTORNEYS\u2019 FEES AND LITIGATION EXPENSES\n\n10. I support Lead Counsel and WTO\u2019s motion for awards of attorneys\u2019 fees and\nlitigation expenses.\n\n11. In light of the result achieved, the work performed, and the risks faced in the Action,\nI support Lead Counsel and WTO\u2019s request for a fee award of 28% of the Settlement Fund and\n\nbelieve the requested amount represents a reasonable attorneys\u2019 fee award in the Action.\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-2 _ filed 04/26/24 USDC Colorado\nDocuSign Envelope ID: D1D9A315-9CA3-48EC-8923-E78464C11462 4 5 of 6\n\n12. I further believe that the litigation expenses for which Lead Counsel and WTO are\nseeking reimbursement are reasonable, and represent costs and expenses necessary for the effective\nprosecution and resolution of this complex action, including consulting expert analysis regarding\nfinancial accounting and estimation of mineral reserves and resources.\n\nTW. NAMED PLAINTIFF\u2019S REQUEST FOR AN AWARD OF REASONABLE COSTS\nAND EXPENSES\n\n13. I understand that the PSLRA authorizes the award of class representatives\u2019\nreasonable costs and expenses, including lost wages. See 15 U.S.C. \u00a7 78u-4(a)(4). Accordingly,\nI seek an award of my reasonable costs and expenses incurred in connection with my representation\nof the Settlement Class.\n\n14. My costs and expenses in the Action total $5,000, consisting of the estimated cost\nof 20 hours of time that I devoted to the Action in place of my regular employment. This time was\nprimarily spent consulting with Plaintiffs\u2019 Counsel on a regular basis.\n\n15. Using a reasonable hourly rate of $250, I request an award of $5,000 in respect of\nthe 20 hours of time that I devoted to the Action in place of my regular employment.\n\nIV. CONCLUSION\n\n16. As a Named Plaintiff and proposed class representative, I strongly endorse the\nproposed Settlement as fair, reasonable, and adequate, and believe it represents an outstanding\nresult for the Settlement Class.\n\n17. I further support Lead Counsel and WTO\u2019s request for awards of attorneys\u2019 fees\nand litigation expenses and believe that it represents fair and reasonable compensation in light of\nthe result achieved and the quality and amount of work that Plaintiffs\u2019 Counsel performed on a\n\nfully contingent basis, in the face of significant risks and uncertainties.\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-2 _ filed 04/26/24 USDC Colorado\nDocuSign Envelope ID: D1D9A315-9CA3-48EC-8923-E78464C11462 hq & Of 6\n\n18. I also request an award of my reasonable costs and expenses in the Action, as set\nforth above.\n4/24/2024\n\nDated:\n\n[date Smile\n\nJude Sweidan\n\n","ocr_status":1,"date_upload":"2026-06-25T03:46:57.460051-07:00","document_number":"91","attachment_number":2,"pacer_doc_id":"039011255182","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Ex. B - Sweidan Declaration","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/483990563/","id":483990563,"tags":[],"absolute_url":"/docket/63118954/91/3/bilinsky-v-gatos-silver-inc/","date_created":"2026-06-25T03:46:29.566250-07:00","date_modified":"2026-06-26T05:01:52.742320-07:00","sha1":"0c4e5d0d095c09c74be9f6214c186413c1723085","page_count":5,"file_size":1008353,"filepath_local":"recap/gov.uscourts.cod.213364/gov.uscourts.cod.213364.91.3.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cod.213364/gov.uscourts.cod.213364.91.3.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case No. 1:22-cv-00453-PAB-KAS Document91-3 _ filed 04/26/24 USDC Colorado\npg 1of5\n\nEXHIBIT C\n\nDeclaration of Robert A. Meyer in Support of the Settlement\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-3 _ filed 04/26/24\n\npg 2 of 5\n\nUNITED STATES DISTRICT COURT\nFOR THE DISTRICT OF COLORADO\n\nCivil Action No. 1:22-cv-00453-PAB-KLM\n\nMICHAEL BILINSKY, Individually and on Behalf of All Others\n\nSimilarly Situated,\nPlaintiff,\nV.\n\nGATOS SILVER, INC.,\nSTEPHEN ORR,\n\nROGER JOHNSON,\n\nPHILIP PYLE,\n\nJANICE STAIRS,\n\nALI ERFAN,\n\nIGOR GONZALES,\n\nKARL HANNEMAN,\n\nDAVID PEAT,\n\nCHARLES HANSARD, and\nDANIEL MUNIZ QUINTANILLA,\n\nDefendants.\n\nUSDC Colorado\n\nDECLARATION OF ROBERT A. MEYER IN SUPPORT OF SETTLEMENT\n\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-3 _ filed 04/26/24 USDC Colorado\npg 3 of 5\n\nROBERT A. MEYER declares under penalty of perjury, pursuant to 28 U.S.C. \u00a7 1746, that\nthe following is true:\n\n1. I submit this Declaration in my capacity as the mediator in the above-captioned\naction (the \u201cAction\u201d) and in connection with the proposed settlement of the Action.' I make this\n\nDeclaration based on personal knowledge and am competent to testify.\n\nI. BACKGROUND AND QUALIFICATIONS\n\n2, I currently serve at JAMS in Los Angeles, California as a mediator in complex\nbusiness litigation pending throughout the United States, including securities class actions,\nderivative and stockholder actions, professional liability lawsuits against accounting and law firms,\nlitigation involving banking and complex financial instruments, cases arising under ERISA,\nintellectual property disputes, consumer class actions, high-profile employment matters, and other\ncommercial disputes.\n\n3. Prior to joining JAMS, I was a partner and Chair of Professional Services Litigation\nand General Counsel at Loeb & Loeb LLP, where I practiced from 1975 to 2017.\n\n4. lam a Fellow of the American College of Trial Lawyers and have represented both\nplaintiffs and defendants in derivative litigation, securities and class action suits, intellectual\nproperty litigation (including copyright, trademark, and right of publicity lawsuits), attorneys\u2019 and\naccountants\u2019 professional liability lawsuits, and claims involving breach of contract and\n\ncommercial fraud.\n\n| Capitalized terms not defined herein have the meanings stated in the Complaint (ECF 54), or the\nAmended Stipulation of Settlement (ECF 85-1).\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-3 _ filed 04/26/24 USDC Colorado\npg 4o0f5\n\n3. 1 earned my Bachelor of Arts degree from the American University School of\nInternational Service in 1972 and my Juris Doctor degree from Georgetown University Law Center\nin 1975.\n\nII. THE ARM\u2019S-LENGTH SETTLEMENT NEGOTIATIONS\n\n6. On June 13, 2023, the parties, their counsel, and representatives of Defendants\u2019\ninsurers attended an in-person, full-day mediation session in Los Angeles, California. The\nattendees included counsel for Plaintiff (Bleichmar Fonti & Auld LLP and The Schall Law Firm)\nand counsel for Gatos and the Individual Defendants (Davis Polk & Wardwell LLP).\n\n7. Prior to that mediation conference, the parties exchanged confidential mediation\nstatements, addressing issues of liability and the strength of the allegations in the Amended\nComplaint and the pending motion to dismiss.\n\n8. During the June 13, 2023 mediation conference, the parties separately conferred\nwith me regarding the strengths and weaknesses of the parties\u2019 claims and defenses. In separate\ndiscussions with Plaintiff's counsel and Defendants\u2019 counsel, the parties exchanged several rounds\nof demands and counter-offers, but the parties were not able to independently reach a resolution.\nAt the conclusion of the session, in an effort to resolve the case, | issued a mediator\u2019s proposal that\nthe case settle for $21 million. The parties accepted this proposal.\n\no; The mediation process was conducted with a high degree of professionalism from\nbeginning to end and was conducted by experienced and able counsel on both sides. Throughout\nthe mediation process, the negotiations between the parties were vigorous and conducted at arm\u2019s-\nlength and in good faith. Because the parties submitted their mediation statements and arguments\n\nin the context of a confidential mediation process pursuant to Federal Rule of Evidence 408, I\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-3 _ filed 04/26/24 USDC Colorado\npg 5of5\n\ncannot reveal their content. 1 can say, however, that the arguments and positions asserted by all\ninvolved were the product of substantial work, they were complex and reflected a detailed and in-\ndepth understanding of the strengths and weaknesses of the claims and defenses in this case, and\nthe negotiations were extremely hard-fought.\n\nIl. CONCLUSION\n\n10. Based on my experience as a litigator and a mediator, | believe that it was in the\nbest interests of the parties that they avoid the burdens and risks associated with further litigation\nand that the settlement represents a recovery and outcome that is reasonable and fair for all parties\ninvolved. I support the Court\u2019s approval of the settlement in all respects, except that I do not take\na position on any application for attorney\u2019s fees, litigation expenses, or Plaintiffs\u2019 costs and\n\nexpenses.\n\nDated: April [62024 .\n\nRobert A. Meyer \u201c/\n\n","ocr_status":1,"date_upload":"2026-06-25T03:47:08.548293-07:00","document_number":"91","attachment_number":3,"pacer_doc_id":"039011255183","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Ex. C - Meyer Declaration","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/483990564/","id":483990564,"tags":[],"absolute_url":"/docket/63118954/91/4/bilinsky-v-gatos-silver-inc/","date_created":"2026-06-25T03:46:29.579081-07:00","date_modified":"2026-06-26T03:23:09.749555-07:00","sha1":"3118a271ffdc46932c6eb0a48b4c30e3358bbe4a","page_count":39,"file_size":5394288,"filepath_local":"recap/gov.uscourts.cod.213364/gov.uscourts.cod.213364.91.4.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cod.213364/gov.uscourts.cod.213364.91.4.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 1 of 39\n\n\n\n\n EXHIBIT D\n\n Declaration of Morgan Kimball Regarding (I) Mailing of Notice;\n (II) Publication of Summary Notice; (III) the Settlement Website\n and Contact Center Services; (IV) Claim Filing; and\n (V) Requests for Exclusion and Objections Received to Date\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 2 of 39\n\n\n\n\n UNITED STATES DISTRICT COURT\n FOR THE DISTRICT OF COLORADO\n\n Civil Action No. 1:22-cv-00453-PAB-KAS\n\n MICHAEL BILINSKY, Individually and on Behalf of All Others\n Similarly Situated,\n\n Plaintiff,\n\n v.\n GATOS SILVER, INC.,\n STEPHEN ORR,\n ROGER JOHNSON,\n PHILIP PYLE,\n JANICE STAIRS,\n ALI ERFAN,\n IGOR GONZALES,\n KARL HANNEMAN,\n DAVID PEAT,\n CHARLES HANSARD, and\n DANIEL MU\u00d1IZ QUINTANILLA,\n\n Defendants.\n\n\n DECLARATION OF MORGAN KIMBALL REGARDING (I) MAILING OF NOTICE;\n (II) PUBLICATION OF SUMMARY NOTICE; (III) THE SETTLEMENT WEBSITE\n AND CONTACT CENTER SERVICES; (IV) CLAIM FILING; AND (V) REQUESTS\n FOR EXCLUSION AND OBJECTIONS RECEIVED TO DATE\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 3 of 39\n\n\n\n\n MORGAN KIMBALL declares under penalty of perjury, pursuant to 28 U.S.C. \u00a7 1746,\n\nthat the following is true:\n\n 1. I am a Project Manager for Epiq Class Action and Claims Solutions, Inc. (\u201cEpiq\u201d).\n\nI am providing this declaration at the request of Lead Counsel Bleichmar Fonti & Auld LLP\n\n(\u201cLead Counsel\u201d), on behalf of Plaintiffs, in connection with Plaintiffs\u2019 Motion for Final Approval\n\nof the Settlement and Approval of the Plan of Allocation.1 This declaration supplements my prior\n\ndeclaration. (ECF No. 82-9.) I make this declaration based on personal knowledge, and if called\n\nto testify, I could and would do so competently.\n\n 2. Pursuant to the Court\u2019s February 29, 2024 Preliminary Approval Order (ECF No.\n\n87), Epiq is authorized to act as the Claims Administrator in connection with the Settlement of the\n\nabove-captioned action (the \u201cAction\u201d). This declaration provides information regarding: (i) the\n\nmailing of the Notice; (ii) the publication of the Summary Notice; (iii) the implementation of the\n\nSettlement Website and contact center services; (iv) the current status of claim filings; and, (v) the\n\nrequests for exclusion and objections received by Epiq to date.\n\nI. MAILING OF THE NOTICE\n\n 3. On March 21, 2024, in accordance with the Preliminary Approval Order, Epiq\n\nbegan mailing the Court-approved self-mailer notice (the \u201cNotice\u201d) to potential Settlement Class\n\n\n\n1\n Capitalized terms not defined herein have the meanings stated in the Amended Class Action\nComplaint for Violations of the Securities Laws (ECF No. 54), the Stipulation and Agreement of\nSettlement dated September 12, 2023 (ECF No. 85-1), and the Joint Declaration of Joseph A. Fonti\nand Kathryn A. Reilly in Support of: (I) Plaintiffs\u2019 Motion for Final Approval of the Settlement\nand Approval of the Plan of Allocation and (II) Lead Counsel and WTO\u2019s Motion for Awards of\nAttorneys\u2019 Fees, Litigation Expenses, and Reasonable Costs and Expenses to Plaintiffs\n(the \u201cJoint Declaration\u201d or \u201cJoint Decl.\u201d).\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 4 of 39\n\n\n\n\nMembers and banks, brokers, and other nominees (the \u201cInitial Mailing\u201d). The Initial Mailing\n\nincluded 71 Notices that were mailed via United States Postal Service (\u201cUSPS\u201d) First-Class Mail\n\nto the addresses contained in the Transfer List provided by Defendants.\n\n 4. As in most class actions of this nature, the large majority of potential Settlement\n\nClass Members are expected to be beneficial purchasers whose securities are held in \u201cstreet\n\nname\u201d\u2014i.e., the securities are purchased and held by brokerage firms, banks, institutions, and\n\nother third-party nominees on behalf of the beneficial purchasers. Epiq maintains and updates a\n\nproprietary internal list of approximately 1,400 nominees, including the largest and most common\n\nbanks, brokers, and other nominees. The Initial Mailing included 990 Notices mailed to addresses\n\nfrom Epiq\u2019s internal list of nominees.\n\n 5. In total, Epiq mailed 1,061 copies of the Notice as part of the Initial Mailing. A\n\ncopy of the Notice in the form it was mailed is attached hereto as Exhibit 1.\n\n 6. The Notice directed nominees and brokers who purchased Gatos Securities for the\n\nbeneficial interest of a person or organization other than themselves to, within seven (7) calendar\n\ndays of receipt of the Notice, either: (i) provide a list of the names and addresses of all such\n\nbeneficial owners to Epiq; or (ii) request from Epiq sufficient copies of the Notice to forward to\n\nall such beneficial owners, and, within seven (7) calendar days of receipt of those Notices, forward\n\nthem to all such beneficial owners.\n\n 7. At Lead Counsel\u2019s direction, Epiq took additional steps to provide nominees and\n\nbrokers with advance notice of the Initial Mailing, to follow up with nominees and brokers that it\n\nhad not yet heard from to ensure that they had received Notices, to ensure they were following the\n\nNotice\u2019s specific instructions to provide beneficial owner information or request copies of the\n\n\n\n 2\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 5 of 39\n\n\n\n\nNotice for forwarding to beneficial owners, and to confirm that nominees and brokers were\n\ncommunicating copies of the Notice to investors via email where possible. Prior to the Initial\n\nMailing, Epiq identified the top 26 nominees from Epiq\u2019s internal list of nominees. Epiq emailed\n\nthese nominees to let them know that the Initial Mailing would occur on March 21, 2024, to\n\nencourage quick submissions of broker mailing requests or inquiries, and to provide a copy of the\n\nNotice they will be receiving. Following the Initial Mailing, for any of these nominees that had\n\nnot yet responded to the Notice, an Epiq representative personally called and/or emailed the\n\nnominees to remind them to do so, and followed up at least twice with nominees that did not\n\nrespond to this individual outreach.\n\n 8. From the Initial Mailing through the date of this Declaration, Epiq received, and\n\nmailed Notices to, an additional 3,649 names and addresses of potential Settlement Class Members\n\nobtained from brokerage firms, banks, and other nominees. Epiq has also received requests from\n\nbrokers and nominees for 5,555 Notices to be forwarded by them to their customers, which Epiq\n\nprovided to those brokers and nominees, as well as requests from potential Settlement Class\n\nMembers by telephone or correspondence for one (1) Notice. All such requests have been, and\n\nwill continue to be, addressed and completed in a timely manner.\n\n 9. As of the date of this Declaration, a total of 10,266 Notices have been mailed to\n\npotential Settlement Class Members, including Notices sent directly to nominees at their request\n\nfor transmission to investors.\n\n 10. In addition, one nominee, Broadridge, has informed Epiq that it emailed 18,889\n\ncopies of the Notice to beneficial owners.\n\n\n\n\n 3\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 6 of 39\n\n\n\n\n 11. While Epiq initially estimated that up to 30,000 Notices could be mailed, this\n\nestimate was developed before receiving the Transfer List from Defendants and the names and\n\naddresses of beneficial owners from brokers and nominees. Epiq believes that the dissemination\n\nof 29,155 Notices to date compares favorably with the scope of individual notice in other large\n\nsecurities class action settlements. Further, Epiq believes that, as discussed below, the distribution\n\nof 29,155 Notices, together with the publication of the Summary Notice and establishment of the\n\nSettlement Website, has provided potential Settlement Class Members with the best notice\n\npracticable under the circumstances, and effectively advised them of the Settlement and the\n\nopportunity to submit claims, object, or seek exclusion.\n\nII. PUBLICATION OF THE SUMMARY NOTICE\n\n 12. On March 11, 2024, the Court-approved Summary Notice was published in\n\nInvestor\u2019s Business Daily and was transmitted over PR Newswire. On March 11, 2024, and\n\ncontinuing through April 9, 2024, Epiq also published digital notice in the form of banner\n\nadvertisements on the Google Display Network and Yahoo! Finance websites. Copies of the proofs\n\nof publication of the Summary Notice in Investor\u2019s Business Daily, transmission over PR\n\nNewswire, and digital notice on Google Display Network and Yahoo! Finance are attached hereto\n\nas Exhibit 2.\n\n 13. On March 11, 2024, Epiq also caused the Summary Notice to be published by the\n\nDepository Trust Corporation (\u201cDTC\u201d) on the DTC Legal Notice System (\u201cLENS\u201d), which\n\nenables participating banks and brokers to review the Summary Notice and directly contact Epiq\n\nto obtain copies of the Notice for clients who may be Settlement Class Members.\n\n\n\n\n 4\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 7 of 39\n\n\n\n\nIII. THE SETTLEMENT WEBSITE\n\n 14. Epiq, in coordination with Lead Counsel, designed, implemented, and maintains a\n\nwebsite dedicated to the Settlement of the Action (www.GatosSecuritiesLitigation.com)\n\n(the \u201cSettlement Website\u201d). The Settlement Website\u2019s address is set forth in the Notice and\n\nLong-Form Notice delivered to potential Settlement Class Members and nominees, and was\n\npublished in the Summary Notice.\n\n 15. The Settlement Website became operational on March 8, 2024, ahead of the Court-\n\nordered schedule, and is accessible 24 hours a day, 7 days a week. The Settlement Website\n\nprovides summary information regarding the case and Settlement, and highlights important dates,\n\nincluding dates to submit claims, opt out, or file objections, as well as the date of the\n\nFairness Hearing.\n\n 16. The Settlement Website provides copies of the Notice, Summary Notice, Long-\n\nForm Notice, and Proof of Claim form, as well as answers to frequently asked questions,\n\ninstructions on how to submit claims, how to opt out of the Settlement, and how to submit\n\nobjections.\n\n 17. The Settlement Website also contains downloadable copies of other documents\n\nrelated to the Action, including the Court\u2019s Preliminary Approval Order, the Amended Class\n\nAction Complaint filed August 15, 2022, the Stipulation, and Plaintiffs\u2019 Unopposed Motion for\n\nPreliminary Approval of Class Settlement filed July 13, 2023. In addition, Epiq will promptly post\n\ncopies of the papers being filed in support of final approval of the Settlement, approval of the Plan\n\nof Allocation, and awards of attorneys\u2019 fees, litigation expenses, and reasonable costs and expenses\n\nto Plaintiffs.\n\n\n\n 5\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 8 of 39\n\n\n\n\n 18. The Settlement Website also includes a link to a claim filing module through which\n\nSettlement Class Members may submit their claims online, a link to an opt-out module through\n\nwhich Settlement Class Members may submit their requests for exclusion online, and a link to a\n\nnominee module through which nominees and brokers may electronically submit claims on behalf\n\nof Settlement Class Members and lists of the names and addresses of potential Settlement Class\n\nMembers to which Epiq will mail Notices. Epiq will continue operating, maintaining and, as\n\nappropriate, updating the Settlement Website until the conclusion of the claims administration\n\nprocess.\n\n 19. As of the date of this Declaration, there have been 5,114 unique visitors to the\n\nSettlement Website and 9,005 pageviews. Additionally, of those 9,005 pageviews, 170 were of\n\nthe downloadable Proof of Claim form.\n\nIV. CONTACT CENTER SERVICES\n\n 20. Epiq reserved a toll-free telephone number for the Settlement, 1-877-757-6172.\n\nEpiq also published the telephone number in the Notice, Summary Notice, Long-Form Notice, and\n\non the Settlement Website.\n\n 21. The telephone number, which became operational on March 8, 2024, connects\n\ncallers with an Interactive Voice Response (\u201cIVR\u201d) system. The IVR provides callers with access\n\nto additional information that has been pre-recorded and is in operation 24 hours a day, 7 days a\n\nweek. The pre-recorded message provides callers with a brief summary of the Settlement and the\n\noption to select one of several more detailed recorded messages addressing frequently asked\n\nquestions. The IVR also allows callers to request that a copy of the Long-Form Notice and Proof\n\nof Claim form be mailed to them, or the caller may opt to speak with a trained operator Monday\n\n\n\n 6\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 9 of 39\n\n\n\n\nthrough Friday from 7:00 a.m. to 7:00 p.m. M.T. (excluding official holidays) regarding the status\n\nof the Settlement and/or to obtain answers to questions they may have.\n\n 22. As of the date of this Declaration, Epiq has received a total of 43 calls to the\n\ntelephone number dedicated to the Settlement, including 25 calls that were handled by a live\n\noperator. Epiq has promptly responded to each telephone inquiry and mailing request and will\n\ncontinue to do so.\n\n 23. Additionally, Epiq maintains and monitors an email address established for the\n\nSettlement (info@GatosSecuritiesLitigation.com) as well as a P.O. Box dedicated to this\n\nSettlement (Gatos U.S. Securities Litigation, P.O. Box 5678, Portland, OR 97228-5678) for\n\npotential Settlement Class Members and nominees to submit questions and inquiries via email and\n\nmail. As of the date of this Declaration, Epiq has received 83 emails and mailed correspondence\n\nand responded as appropriate.\n\nV. CLAIM FILING\n\n 24. The Notice, Summary Notice, Long-Form Notice, IVR, and Settlement Website\n\ninform potential Settlement Class Members that, to be eligible to receive a payment from the Net\n\nSettlement Fund, they must submit a Proof of Claim form online via the Settlement Website by\n\nJune 19, 2024, or by mail such that it is postmarked by June 19, 2024. As is typical in other claims\n\nadministration matters of this kind, Epiq will continue to process claims received or postmarked\n\nafter June 19, 2024, until such time as the receipt and processing of new late claims will impact\n\ndecisions on disbursements.\n\n 25. As of the date of this Declaration, Epiq has received 182 Proof of Claim forms from\n\npotential Settlement Class Members and brokerage firms, banks, institutions, and other nominees.\n\n\n\n 7\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 10 of 39\n\n\n\n\nVI. REQUESTS FOR EXCLUSION AND OBJECTIONS\n\n 26. The Notice, Summary Notice, Long-Form Notice, IVR, and Settlement Website\n\ninform potential Settlement Class Members that requests for exclusion from the Settlement Class\n\nmust be electronically submitted via the Settlement Website or postmarked no later than May 5,\n\n2024. The Notice, Long-Form Notice, and Settlement Website instruct potential Settlement Class\n\nMembers who wish to exclude themselves from the Settlement Class to submit a written request\n\nfor exclusion that provides specific information, including records of their transactions in\n\nGatos Securities.\n\n 27. As of the date of this Declaration, Epiq has not received and is not aware of any\n\nrequests for exclusion.\n\n 28. The Notice, Summary Notice, Long-Form Notice, IVR, and Settlement Website\n\nalso inform potential Settlement Class Members that they may object to the Settlement, the\n\nproposed Plan of Allocation, or the application for awards of attorneys\u2019 fees, litigation expenses,\n\nand reasonable costs and expenses to Plaintiffs pursuant to 15 U.S.C. \u00a7 78u-4(a)(4); that the\n\nobjection must be made in writing and filed with the Court in accordance with all of the instructions\n\nset forth in the Long-Form Notice; and, that objections must be received or filed, not simply\n\npostmarked, on or before May 10, 2024.\n\n 29. As of the date of this Declaration, Epiq has not received and is not aware of any\n\nobjections to the Settlement, the proposed Plan of Allocation, or the application for awards of\n\nattorneys\u2019 fees, litigation expenses, and reasonable costs and expenses to Plaintiffs pursuant to 15\n\nU.S.C. \u00a7 78u-4(a)(4).\n\n\n\n\n 8\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 11 of 39\n\n\n\n\nDated: April 26, 2024\n\n\n\n By:\n Morgan Kimball\n\n\n\n\n 9\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 12 of 39\n\n\n\n\n Exhibit 1\n\n Notice of Proposed Settlement of Class Action\n\f Case No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\nGatos U.S. Securities Litigation pg 13 of 39\n PRESORTED\nClaims Administrator FIRST-CLASS MAIL\n AUTO\nP.O. Box 5768 U.S. POSTAGE\nPortland, OR 97228-5768 PAID\n PORTLAND, OR\n PERMIT NO. 2882\n\nIMPORTANT NOTICE FROM THE\nUNITED STATES DISTRICT COURT FOR\nTHE DISTRICT OF COLORADO\nNOTICE OF CLASS SETTLEMENT\nIf you purchased or otherwise acquired\nGatos common stock during the period from\nOctober 28, 2020 through January 25, 2022\n(both inclusive), or purchased or otherwise\nacquired publicly traded call options on Gatos\ncommon stock and/or sold publicly traded\nput options on Gatos common stock during\nthe period from December 9, 2020 through\nJanuary 25, 2022 (both inclusive), you may be\naffected by a proposed class settlement.\nTHE SETTLEMENT MAY AFFECT YOUR\nLEGAL RIGHTS. YOU MAY BE ELIGIBLE\nFOR A CASH PAYMENT. PLEASE READ\nTHIS NOTICE CAREFULLY.\n\f Case No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n This Notice provides only limitedpg 14 of 39 about the Settlement. For more\n information\n information, please visit www.GatosSecuritiesLitigation.com (the \u201cSettlement\n Website\u201d) or call the Claims Administrator at 877-757-6172.\n Important Settlement Notice: Bilinsky v. Gatos Silver Inc. et al.,\n No. 1:22-cv-00453-PAB-KLM (D. Colo.) (the \u201cAction\u201d)\nThe Parties have reached a proposed Settlement that, if approved, will resolve the Released Claims against the Defendants\nand their Related Parties on behalf of the Settlement Class.\nGatos and/or its insurance carriers have agreed to pay $21,000,000. This amount, plus accrued interest, and after deduction\nof Court-approved attorneys\u2019 fees and expenses (including any awards to Plaintiffs), Notice and Administration Costs,\nand Taxes, will be allocated, pursuant to the Plan of Allocation in the Long-Form Notice, among Settlement Class\nMembers who submit valid claims.\nYou may be a Settlement Class Member if you purchased or otherwise acquired Gatos common stock pursuant or traceable\nto the 2020 Registration Statement or the 2021 Registration Statement or purchased or otherwise acquired Gatos common\nstock or publicly traded call options on Gatos common stock and/or sold publicly traded put options on Gatos common\nstock during the period from December 9, 2020 through January 25, 2022 (both inclusive).\nTO BE ELIGIBLE FOR PAYMENT, YOU MUST SUBMIT A VALID PROOF OF CLAIM ONLINE OR\nPOSTMARKED BY JUNE 19, 2024. THE FORM IS AVAILABLE FROM THE SETTLEMENT WEBSITE,\nWWW.GATOSSECURITIESLITIGATION.COM, OR BY MAIL UPON REQUEST THROUGH THE WEBSITE\nOR BY CALLING THE CLAIMS ADMINISTRATOR AT 877-757-6172.\n\n\n AF6742 v.09\n www.GatosSecuritiesLitigation.com\n\f Case No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\nThe Settlement Website contains a Long-Form Noticepg 15 additional\n with of 39 information that you should review.\nYou must comply with the Long-Form Notice\u2019s complete instructions on how to submit a Proof of Claim, exclude\nyourself, or object. In summary, you have three options:\n Option 1: Submit a Proof of Claim (with further options to object to the Settlement\n and/or appear at the Fairness Hearing).\n Option 2: Exclude yourself from the Settlement Class, as detailed below.\n Option 3: Do nothing. You will still be bound by the Settlement and will fully release\n all Released Claims against Defendants and their Related Parties.\n\n YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT\nOPTION 1: SUBMIT A PROOF OF This is the only way to be eligible to get a payment from the Settlement.\nCLAIM SUBMITTED ONLINE OR If you wish to participate in the Settlement, you will need to complete and\nPOSTMARKED BY JUNE 19, 2024 submit the Proof of Claim, available at www.GatosSecuritiesLitigation.com\n or by calling the Claims Administrator at 877-757-6172. Settlement Class\n Members who do not complete and submit the Proof of Claim in accordance\n with the instructions on the Proof of Claim and within the time required will\n be bound by the Settlement and shall have fully released all of the Released\n Claims against Defendants and their Related Parties, but will not be eligible\n to participate in any distribution of the Net Settlement Fund.\n\n AF6743 v.09\n www.GatosSecuritiesLitigation.com\n\f Case No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 16 of 39\nOPTION 2: EXCLUDE YOURSELF If you wish to exclude yourself from the Settlement, you must submit a written\nFROM THE SETTLEMENT CLASS request for exclusion that is submitted online or postmarked by May 5, 2024. You\nBY SUBMITTING A WRITTEN will not be bound by the results of the Litigation, you cannot object to the Settlement,\nREQUEST FOR EXCLUSION and you will not receive any payment. This is the only option that allows you to ever\nSUBMITTED ONLINE OR bring or be part of any other lawsuit against Defendants or their Related Parties\nPOSTMARKED BY MAY 5, 2024\n related to the issues raised in the Litigation.\nOPTION 3: DO NOTHING If you are a Settlement Class Member but do not request exclusion and do not submit\n a Proof of Claim submitted online or postmarked by June 19, 2024, you will not be\n eligible to receive any payment from the Settlement Fund. You will, however, be\n bound by the Settlement and shall have fully released all of the Released Claims\n against Defendants and their Related Parties.\nIf you are a Settlement Class Member, you may also object to the Settlement (whether or not you\nfile a Proof of Claim) by submitting a written objection so that it is received or filed no later than\nMay 10, 2024. If you believe the Settlement is objectionable in any respect, you may write to the Court about why you\noppose the Settlement, the Plan of Allocation, and/or the request for attorneys\u2019 fees, costs, and expenses. You will still\nbe a Settlement Class Member who is bound by the Settlement and shall have fully released all of the Released Claims\nagainst Defendants and their Related Parties.\nYou may attend the Fairness Hearing on May 31, 2024 at 10:00 a.m. (Mountain Time), and provide a notice of\nintention to appear to Lead Counsel and Defendants\u2019 Counsel so that it is received no later than May 10, 2024. You\ndo not need to attend the Fairness Hearing unless you wish to speak in support of any objection you may have submitted,\nand have indicated your intention to appear to Lead Counsel and Defendants\u2019 Counsel so that it is received no later than\nMay 10, 2024. The Court may postpone the Fairness Hearing without further notice to you.\n AF6744 v.09\n www.GatosSecuritiesLitigation.com\n\f Case No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\nWhat is this case about? Why is there a settlement? pg 17\n TheofLitigation\n 39 alleges that certain Defendants made material\nmisstatements and omissions regarding, inter alia, mineral resource and mineral reserve estimates for Gatos\u2019 Cerro Los\nGatos mine. Defendants deny any wrongdoing or liability. The Parties disagree on liability and damages. Plaintiffs wish\nto avoid the risk and delay of further litigation and secure a substantial benefit for the Settlement Class. Defendants wish\nto avoid the cost and distraction of further litigation.\nHow much will I recover? The estimated average recovery per affected Gatos Security is approximately $0.61 per share\nof Gatos common stock (or $0.54 for stock purchased in or traceable to the IPO or SPO), $0.42 per put option, and $0.09\nper call option, each before deduction of Court-approved fees, expenses, and costs. This amount is an average, and your\nrecovery will vary based on (among other things) the number of valid claims and the size and timing of your transactions\nin Gatos Securities.\nThe Court will hold a hearing on May 31, 2024 at 10:00 a.m. (Mountain Time) to consider whether to approve\nthe Settlement and Lead Counsel Bleichmar Fonti & Auld LLP\u2019s request for attorneys\u2019 fees not to exceed 28% of the\nSettlement Amount, expenses not to exceed $325,000, and awards to Plaintiffs of no more than $15,000 in the aggregate\n(an average of approximately $0.18 per affected share of Gatos common stock (or $0.16 for stock purchased in or\ntraceable to the IPO or SPO), $0.13 per affected put option, and $0.03 per affected call option). You may, but are not\nrequired to, attend, and may also appear through counsel of your choice and at your own expense.\nHow can I get more information? Visit the Settlement Website at www.GatosSecuritiesLitigation.com, contact the\nClaims Administrator at 877-757-6172, or contact Lead Counsel: Joseph A. Fonti, Bleichmar Fonti & Auld LLP, 7 Times\nSquare, 27th Floor, New York, NY 10036, Telephone: (888) 879-9418, Email: gatossettlement@bfalaw.com.\n\n\n\n AF6745 v.09\n www.GatosSecuritiesLitigation.com\n\f Case No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 18 ofTO\n SPECIAL NOTICE 39NOMINEES\n\nNominees who purchased or otherwise acquired Gatos common stock pursuant or traceable to the 2020\nRegistration Statement or the 2021 Registration Statement, or purchased or otherwise acquired Gatos common\nstock or publicly traded call options on Gatos common stock and/or sold publicly traded put options on Gatos\ncommon stock during the period from December 9, 2020 through January 25, 2022 (both inclusive), for the\nbeneficial interest of other Persons or entities shall, within seven (7) calendar days of receipt of this Notice,\neither: (i) request from the Claims Administrator sufficient copies of the Notice to forward to all such beneficial\nowners and do so promptly after receipt of those Notices; or (ii) provide a list of the names and addresses\nof all such beneficial owners to the Claims Administrator at Gatos U.S. Securities Litigation, P.O. Box 5768,\nPortland, OR 97228-5768.\nIf you choose the first option, you must send a statement to the Claims Administrator confirming that the mailing was\nmade and you must retain your mailing records for use in connection with any further notices that may be provided\nin the Litigation.\nIf you choose the second option, the Claims Administrator will send a copy of the Notice to the beneficial owners.\nUpon full and timely compliance with these directions, such nominees may seek reimbursement of their reasonable\nexpenses actually incurred by providing the Claims Administrator with proper documentation supporting the expenses\nfor which reimbursement is sought.\n\n\n\n\n AF6746 v.09\n www.GatosSecuritiesLitigation.com\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 19 of 39 please visit\n For more information,\n www.GatosSecuritiesLitigation.com (the \u201cSettlement Website\u201d) or\n Call the Claims Administrator at 877-757-6172.\n The following QR code links to the Settlement Website\n\n\n\n\n :\n\n\n\n\n AF6747 v.09\n www.GatosSecuritiesLitigation.com\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 20 of 39\n\n\n\n\n Exhibit 2\n\n Proof of Publication of Summary Notice\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 21 of 39\n\n\n\n\n CONFIRMATION OF PUBLICATION\n\nIN THE MATTER OF: Gatos US Securities Litigation\n\n\nI, Kathleen Komraus, hereby certify that\n\n (a) I am the Media & Design Manager at Epiq Class Action & Claims Solutions, a noticing\n administrator, and;\n (b) The Notice of which the annexed is a copy was published in the following publications\n on the following dates:\n\n 3.11.2024 \u2013 Investor\u2019s Business Weekly\n 3.11.2024 \u2013 PR Newswire\n\n (c) Banner advertisements are appearing on the following digital properties on the\n following dates:\n\n 3.11.2024 \u2013 4.9.2024 \u2013 Google Display Network\n 3.11.2024 \u2013 4.9.2024 \u2013 Yahoo! Finance\n\n\n\n\nX_____________________________________________\n (Signature)\n\nMedia & Design Manager\n_____________________________________________\n (Title)\n\f Case No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 22 of 39\nINVESTORS.COM MUTUAL FUND PERFORMANCE WEEK OF MARCH 11, 2024 A13\n36 Mo YTD 12Wk 5 Yr Net 36 Mo YTD 12Wk 5 Yr Net 36 Mo YTD 12Wk 5 Yr Net 36 Mo YTD 12Wk 5 Yr Net\nPerformance\nRating Fund\n % % After Asset NAV\n Chg Chg Tax Rtn Value Chg\n Performance\n Rating Fund\n % % After Asset NAV\n Chg Chg Tax Rtn Value Chg\n Performance\n Rating Fund\n % % After Asset NAV\n Chg Chg Tax Rtn Value Chg How To Read IBD Mutual Fund Tables Performance\n Rating Fund\n % % After Asset NAV\n Chg Chg Tax Rtn Value Chg\nHennessy Funds Lord Abbett A Oakmark Funds Invest IBD tables have funds with 36-Month Performance Rating A+, A or A-, at least $200 million assets A Gl Cap Cyc +2 +6 +10 12.51n 0.12\n$ 3.0 bil 800-966-4354 $ 39.6 bil 888-522-2388 $ 22.2 bil 800-625-6275 plus funds ranked by assets regardless of their performance. All other mutual funds are found at B- Glbl Eqty +7+13 +7 34.90n 0.40\nA+ Crnst MdCp +12+19 +14 23.29 0.12 A Affilted +8+13 +5 18.13 0.10 B Eqty & Inc +2 +7 +6 34.40n 0.24 www.investors.com/ibd-data-tables. \u2020 denotes independent fund not part of family listed C+ Intl Val +4 +9 +5 41.80n 0.39\nA Crnst Val +2 +7 +7 19.69 0.03 A+ Div Gro +9+13 +9 21.18 0.18 A+ Fund +5+12 +11 139.53n 1.22 above. Each 36-Month Rating, vs. all other mutual funds, is recalculated monthly on a total C- LS Cons Gro +2 +5 +3 20.82n 0.10\nA- Gas Utility +1 +2 +3 23.21 0.14 A Fund Eq +9+14 +6 14.49 0.12 D Internatl -1 +3 +4 26.55n 0.21 return basis. Dividends and capital gains included. Daily accrual fund returns are calculated B LS Growth +5 +9 +6 43.47n 0.36\nHillman D- HI Muni +2 +4 +2 10.87 0.02 A Select +2+10 +10 71.49n 0.63 on a monthly basis. A+ = Top 5%, A = Top 10%, A- = Top 15%, B+ = Top 20%, B = Top 25%, D LS Income +1 +4 +2 15.30n 0.05\n$ 233 mil 800-773-3863 D Int TxFr +1 +2 +1 10.29 0.02 Oberweis Funds B-=Top 30%, C+ =Top 35%, C = Top 40%, C- = Top 45%, D+ = Top 50%, D = Top 60%, D- = Top C+ LS Mod Gro +4 +7 +5 31.53n 0.21\nA HillmanValu +3 +9 +9 32.01n 0.20 A MdCp Stk +8+14 +6 34.67 0.34 $ 929 mil 800-323-6166 70%, E = Below 70%. A+, A, A- and B+ 36-Month Ratings are boldfaced. Top 2% of funds in % D MA Tax-Ex +0 +2 +2 10.23n 0.02\nHomestead Funds D- Natl TF +1 +3 +2 10.54 0.02 A+ Micro-Cap +3+13 +14 38.91n 0.39 performance yesterday are boldfaced. Performance of income funds may be compared to other C- Mid-CapGrth+10+18 +6 25.51n 0.33\n$ 2.1 bil 800-258-3030 Lord Abbett I Oberweis:SmCap Opp\n income funds. b = assets used to pay 12(b)(1) plan distribution costs, r=redemption charge may A+ Mkt Neut +3 +5 13.65n -0.02\nA+ Stock Index +8+13 +11 37.41n 0.38 $ 44.9 bil 888-522-2388 $ 351 mil 800-245-7311\nA Value +9+14 +9 53.20n 0.39 D- Bond Deb +1 +4 +1 7.06 0.01 A+ Sm-Cap Opp +9+15 +14 24.55 0.25\n apply, n=no initial load and appears after Net Asset Value, m=multiple fees, p=previous day\u2019s A PrmCp Cre +8+13 +10 34.25n 0.26\nHotchkis and Wiley B Flt Rte +2 +3 +2 8.18 0.01 Old Westbury Fds quote, s=split, x=ex-dividend or capital gains distribution. 5-Yr After Tax Rtn=5 year after-tax A+ Sel Value +4+10 +9 29.95n 0.23\n$ 3.0 bil 866-493-8637 D+ Sh Dur +1 +2 +1 3.85 0.01 $ 42.2 bil 800-607-2200 return assuming average income tax rate of 35% on dividends and 15% long-term capital gains C+ STAR +4 +8 +6 27.87n 0.21\nA- Lg Cap Val +4+10 +8 42.23 0.19 A+ All Cp Core +10+14 +11 25.43n 0.31 rate.NAVChg is calculated vs. the prior session. A- Str SC Eq +4+14 +8 39.01n 0.34\nA Mid Cap Val -1 +6 +8 53.09 0.42 \u2013M\u2013N\u2013O\u2013 E Credit Inc +0 +3 8.11n 0.01 36 Mo YTD 12Wk 5 Yr Net 36 Mo YTD 12Wk 5 Yr Net 36 Mo YTD 12Wk 5 Yr Net 36 Mo YTD 12Wk 5 Yr Net\n A Strat Eqty +6+14 +9 36.43n 0.31\nA+ Sm Cap Val +0 +8 +9 76.36 0.90 MainStay Fds A B LC Strat +9+13 +6 18.84n 0.20 Performance % % After Asset NAV Performance % % After Asset NAV Performance % % After Asset NAV Performance % % After Asset NAV C- Tgt Ret Inc +2 +5 +3 13.24n 0.05\nA Value Opps +1 +9 +10 37.23 0.24 $ 8.5 bil 800-624-6782 D Muni Bd +0 +1 +1 11.65n 0.02 Rating Fund Chg Chg Tax Rtn Value Chg Rating Fund Chg Chg Tax Rtn Value Chg Rating Fund Chg Chg Tax Rtn Value Chg Rating Fund Chg Chg Tax Rtn Value Chg C Tgt Ret2020 +2 +5 +4 27.48n 0.12\nIFP US Equity Fund C+ MK HY CB +1 +3 +1 5.16 0.01 E Sm&Md Cp St+3+10 +3 15.97n 0.14 C+ Tgt Ret2025 +3 +7 +5 18.95n 0.11\n Price Funds Advisor D TRSInflPSI +0 +2 +2 10.25n 0.00 $ 445 mil 800-697-3863 D+ Ext MI +5+13 +7 130.81n 1.16\n$ 1.9 bil 855-233-0437 A+ WMC End C +8+14 +9 37.08 0.38 Optimum Funds Inst B- Tgt Ret2030 +4 +8 +5 36.79n 0.25\n $ 11.3 bil 800-225-5132 SEI Inst F A Tocq Fd +7+13 +9 44.94n 0.67 A- Finl Indx +7+13 +8 49.48n -0.01\nA- FranchPrtnr +5+11 +10 19.29 0.13 A- WMC Val +3 +7 +8 28.55 0.14 $ 8.2 bil 800-914-0278 B- Tgt Ret2035 +4 +8 +6 23.06n 0.17\n A- Cap App +4 +8 +8 34.69 0.20 $ 22.2 bil 800-858-7233 Torray Fund C FTSE xUS +4 +9 +4 36.38n 0.37\nInvesco Funds A A+ Wnslw LCG +13+18 +11 10.16 0.17 E Fxd Inc +0 +2 0 8.17 0.02 B Tgt Ret2040 +5 +9 +7 41.16n 0.33\n Price Funds I E CoreFxdInc -1 +2 0 9.55 0.01 $ 329 mil 855-753-8174 A- Gl Min Vol +7 +9 +4 30.19n 0.16\n$ 116 bil 800-959-4246 MainStay Fds I A- Lg Cp Gro +12+16 +10 22.37 0.31 B+ Tgt Ret2045 +5+10 +7 28.05n 0.24\n $ 310 bil 800-638-5660 A+ Lg Cap Gro +11+16 +13 44.09 0.63 A Fund +9+13 +6 53.75n 0.39 E GNMA -1 +2 0 9.21n 0.02\nA Cap Appr +16+20 +10 74.31 1.17 $ 3.0 bil 800-624-6782 A Lg Cp Val +6+11 +8 18.51 0.10 B+ Tgt Ret2050 +6+10 +7 46.91n 0.42\n B Flt Rate +2 +3 +3 9.48 0.00 A- Lg Cap Val +5+10 +6 25.77 0.16 Tortoise Capital A+ Gro & Inc +10+15 +11 99.63n 1.10\nA Charter +9+13 +7 18.51 0.19 A- Epoch Gl Eq +5+10 +6 22.03 0.13 Osterweis Strat Income A- I LC Cor Gr +13+17 +10 67.77 1.07 A+ S&P 500 +8+13 +11 92.23 0.95 $ 2.6 bil 855-822-3863 A+ Gro Idx +10+14 +14 176.48n 2.43 B+ Tgt Ret2055 +6+10 +7 52.35n 0.48\nA+ ComstockSlc +5+10 +8 33.84 0.20 A+ S&P500 Idx +8+13 +10 57.23 0.59 $ 5.2 bil 866-236-0050 B I MCEq Gr +8+15 +8 68.01 0.79 A Tx-Mgd LgCp +6+10 +9 35.50 0.35 A+ MLP&EnInc +5 +8 +6 7.90 0.01 A Health Care +5+10 +7 92.50n 0.72 B+ Tgt Ret2060 +6+10 +7 48.23n 0.44\nA+ Comstock +5+10 +8 28.76 0.22 Mairs&Power B- StratIncome +2 +4 +3 11.12n 0.01 D+ I SC Stk +3+11 +7 27.52 0.26 A- USMgdVltlty +5 +8 +5 14.80 0.05 A+ MLP&Pipe +7 +9 +5 15.03 0.03 D+ Hi Yld TxEx +1 +3 +3 10.73n 0.02 C TotIntlStk +4 +9 +4 19.32 0.19\nC DiscvryMCG +14+20 +8 26.91 0.27 $ 6.1 bil 800-304-7404\nA Div Inc +4 +9 +5 25.58 0.09 A+ &PowerGrowt+8+13 +10 159.26n 1.56 \u2013P\u2013Q\u2013R\u2013 A- LgCp Gro +12+16 +12 73.51 1.01\n A- LgCp Val +5+11 +8 23.64 0.14\n SEI Inst Intl F Touchstone Family Fd A- Hlth Cr Idx +7+12 +8 134.56n 0.69 Victory Funds\n Marsico Funds PACE Funds Cl P $ 22.2 bil 800-858-7233 $ 7.4 bil 800-543-0407 C HY Corp +0 +3 +2 5.38n 0.00 $ 13.2 bil 800-539-3863\nA- Dvsfd Div +5+10 +5 18.48 0.09 PRIMECAP Odyssey Fds\n $ 1.4 bil 888-860-8686 $ 4.3 bil 800-647-1568 C+ Intl Eq +4 +9 +5 12.03 0.11 A- Focused +5 +8 +11 65.88 0.49 A+ Indus Idx +8+14 +9 121.69n 1.04 A+ Dvsd Stock +11+16 +10 21.04 0.22\nA+ Energy +4 +7 +5 28.96 0.23 $ 19.2 bil 800-729-2307\n A+ Foc +20+23 +14 26.48n 0.49 A+ Lg Co Gr +14+19 +12 18.03 0.28 Selected Funds Touchstone Funds Gro D Infl-Prot +0 +2 +1 23.02n -0.02 A RS Growth +13+17 +9 27.81 0.38\nB Eq & Income +4 +8 +5 10.48 0.05 D+ OdysseyAgGr +3+10 +6 44.18n 0.46\n A- Grow +15+19 +13 23.49n 0.40 A Lg Co Vl +4 +8 +6 20.15 0.11 $ 1.7 bil 800-243-1575 $ 4.1 bil 800-543-0407 A+ InfoTch Idx +10+15 +19 271.48n 4.65 A RSLgCpAlpha +8+12 +6 57.95 0.28\nA- Eq-Wtd 500 +5+11 +7 72.53 0.58 B+ OdysseyGrow +4+11 +8 38.31n 0.32\n Mass Mutual Parnassus Fds A- AmericanShs+10+18 +8 42.28n 0.43 A Mid Cap +8+14 +9 56.17 0.51 E Int Trs +0 +1 0 19.84n 0.03 B Sm Co Opp +1 +8 +7 49.00 0.40\nB Global Fd +12+17 +7 100.21 1.75 A OdysseyStoc +8+13 +9 37.86n 0.28\n $ 3.2 bil 888-309-3539 $ 13.9 bil 800-999-3505 Shelton Funds Touchstone Strategic E Int-T B -1 +2 +1 10.24n 0.02 Victory:Estab Val\nE Global Opp -1 +8 0 50.23 0.46 Principal Funds A\n A Bl Ch +12+17 +11 22.30 0.35 A+ Core Eqty +8+12 +11 59.28n 0.58 $ 1.1 bil 800-955-9988 $ 2.3 bil 800-543-0407 D- Int-Tm Inv +0 +3 +1 8.59n 0.02 $ 21.7 bil 800-539-3863\nA Gr & Income +6+12 +6 21.49 0.13 $ 57.5 bil 800-222-5852\n MassMutual Select Paydenfunds A Eqty Income +7+10 +7 17.19n 0.11 A Lrg Cp Foc +5 +8 +10 62.38 0.48 E Int-Tm Trs +0 +2 0 9.89n 0.02\nD- HY Mun +1 +3 +2 8.58 0.01 A+ Cap App +10+15 +10 72.84 0.74 A Estab Val +6+11 +10 49.29 0.38\n $ 12.4 bil 888-309-3539 $ 3.1 bil 800-572-9336 A+ S&P 500 Id +8+13 +11 73.25n 0.75 A Value +6+12 +8 11.56 0.12 D+ Int-Tm TxEx +0 +2 +2 13.71n 0.02\nA Main SAC +10+14 +10 25.18 0.27 A MidCap +8+14 +10 39.76 0.34 Victory:Global En Tran\n A Eq Op +4 +7 +9 17.87 0.09 A- Eqty Inc +7+12 +6 17.59n 0.08 Sit Funds Trust for Professional Manager E Intl Gro +6+11 +7 108.18n 1.55\nA- Main St MC +7+12 +6 28.51 0.22 B- SAM Bal +5 +9 +4 16.04 0.11 $ 21.7 bil 800-539-3863\n A Fnd V +6+12 +8 8.97 0.07 Pear Tree $ 1.4 bil 800-332-5580 $ 7.9 bil 866-273-7223 A+ Lg-Cp I +8+13 +11 119.46n 1.23\nA Main Street +9+14 +8 54.41 0.61 Principal Funds Inst A+ GlobalEnTra +3 +7 +11 29.24 0.44\n B- MCG +8+16 +7 21.48 0.26 $ 4.4 bil 800-326-2151 A DividendGro +6+10 +10 15.80 0.13 A+ Rock Qlt LC +6+10 +11 22.21 0.11 E Lg-Tm Inv -1 +2 0 7.94n 0.01\nD Muni Income +1 +2 +2 12.07 0.01 Victory:Integ SMCV\n $ 57.5 bil 800-222-5852 SmeadFds D- TrStratBond +1 +3 +1 19.72 0.02 E Lg-Tm Trs -2 +2 -2.0 8.51n 0.00\nA+ Rising Div +8+12 +9 24.94 0.19 A+ S&P500 +8+13 +11 16.55 0.17 C- Foreign V +1 +8 +3 23.32 0.05 $ 21.7 bil 800-235-8396\n Matthews Asian Funds Perm Port Funds C Hi In +1 +4 +2 8.22 0.01 $ 4.1 bil 877-807-4122 Tweedy Browne Fds D Lg-Tm Tx-Ex +0 +2 +3 10.96n 0.02\nD RO Muni Opp +1 +4 +3 6.92 0.02 A- Integ SMCV +5+12 +8 22.73 0.15\n $ 2.8 bil 800-789-2742 $ 3.0 bil 800-531-5142 A+ LC S&P500 +8+13 +11 25.26 0.26 A+ Value +5+14 +12 80.38 0.55 $ 6.7 bil 800-432-4789 D+ Ltd-Tm TxEx +0 +1 +2 10.84n 0.00\nD+ Ro NY Mun +1 +3 +3 15.44 0.04 Victory:Integrity SCV\n A India +7+10 +7 28.18n 0.19 B+ Perm +4 +8 +7 53.33n 0.43 A- LCG I +10+16 +11 19.13 0.27 Spirit of America B Intl Val +2 +5 +4 27.82n -0.04 B- MC G I +6+14 +9 100.49n 1.12\nA+ S&P 500 Idx +8+13 +10 54.47 0.56\n Mercury Funds A PGIM Funds A A- LCV III +5+10 +7 18.93 0.14 $ 473 mil 800-452-4892 Ultimus A- MC V I +5+10 +7 78.59n 0.56 $ 21.7 bil 800-539-3863\nA+ SC Value +8+17 +11 21.86 0.20\n $ 207 mil 888-456-9518 $ 16.8 bil 800-225-1852 C+ LT 2030 +4 +8 +5 13.96 0.08 A+ Energy +8+11 +2 13.31 0.09 $ 1.0 bil 888-884-8099 B+ Md-Cp I +5+12 +8 303.72n 2.73 A- IntegritySC +1 +9 +7 35.70 0.27\nA+ SP MLP Al +12+14 +4 7.08 0.00\n A HouseGrowth+13+18+12 74.37n 1.18 E Tot Rtn Bnd +0 +3 0 12.00 0.02 B LT 2040 +5+10 +6 15.97 0.12 SSgA Funds A US Val Eqty +7+16 +8 24.59 0.14 A- Mtrls Idx +4+11 +9 100.91n 1.35 Victory:RS Global\nA+ SP MLP In +11+12 +6 5.57 -0.01\n Metropolitan West PGIM Jenn Funds A B+ LT 2050 +6+11 +7 16.88 0.15 $ 1.5 bil 800-997-7327 A- Qual Val +4 +8 +7 13.66 0.08 D+ NJ Lng-Trm +0 +2 +3 11.47n 0.02 $ 21.7 bil 800-539-3863\nInvesco Funds P\n $ 59.2 bil 800-241-4671 $ 16.8 bil 800-225-1852 A MCV I +6+12 +8 17.41 0.14 A+ SSS&P500Ind +8+13 +11 244.35n 2.53 UM Funds D NY Lng-Trm +0 +2 +2 10.95n 0.01 A RS Global +7+12 +10 21.92 0.28\n$ 2.6 bil 800-959-4246\n E Total Rtn -1 +2 0 9.07 0.01 A- Jenn Blend +9+15 +8 24.30 0.24 B Real Est -2 +4 +4 27.25 0.04 State Street Institu $ 3.2 bil 800-480-4111 D PA Lng-Trm +0 +2 +3 10.89n 0.02 Victory:RS Partners\nB Summit +14+20 +11 25.90n 0.45\n D+ Uncons Bd +1 +3 +1 10.31 0.02 A+ JennDvsfdGr+17+22 +11 18.95 0.31 A- SCV II +0 +8 +7 12.17 0.10 $ 1.3 bil 800-242-0134 A- Beh Val +2 +9 +8 81.61 0.54 D+ Pac Stk +5+11 +4 94.12n 0.56 $ 21.7 bil 800-539-3863\nInvesco Funds Y\n MFS Funds A A Jenn Growth+15+20 +12 58.95 0.99 D+ Sp Prf SI +3 +5 +2 8.99 0.02 A+ US Equity +10+15 +12 12.44 0.13 USAA Aggressive Gr A PRIMECAP +7+12 +10 167.34n 1.45 A- RS Partners +5+11 +9 29.88 0.16\n$ 28.5 bil 800-959-4246\n $ 56.6 bil 800-225-2606 A- JennHealthS+13+18 +7 40.77 0.31 ProFunds Inv Class TCW Funds $ 68.6 bil 800-235-8396 B- RE Idx -2 +5 +3 122.97n 0.08\nE Dev Mkt +0 +5 0 38.58 0.27 VictoryII:Mkt Neu I\n A Core Equity +8+13 +9 49.18 0.48 A JennNtrlRes +0 +6 +7 51.10 0.80 $ 2.2 bil 888-776-3637 $ 5.7 bil 800-248-4486 A AggressiveG +14+19 +10 59.98n 0.89 B- S-C Id +5+13 +7 107.08n 0.96\nC- OppenItlGro +6+12 +6 37.69 0.66 $ 21.7 bil 800-539-3863\n E Corp Bond +0 +3 0 12.32 0.02 B+ JennUtility +2 +3 +3 13.20 0.09 A+ UltraNASDAQ+16+28 +24 94.37n 2.84 E EmMktsIncom+1 +5 -1.0 6.45n 0.02 USAA Glbl Mgd Vol D- SC G Id +7+15 +6 90.74n 0.92\nA+ SP MLP Sl +9+11 +6 8.30 -0.02 C Mkt Neu I -2 -2 8.51 0.01\n C+ IntlIntrVal +6+10 +5 39.52 0.45 A Jenn Value +8+14 +6 21.59 0.11 Prospector Funds A+ SelectEquit +14+18 +12 30.44n 0.45 $ 68.6 bil 800-235-8396 A- SC V I +3+10 +7 79.85n 0.63\nIvy Funds Virtus Equity Trust\n A MassInvGro +7+10 +11 42.03 0.48 PGIM Quant Funds A $ 268 mil 877-734-7862 E TotalReturn +0 +3 -1.0 7.96n 0.02 A- GlblMgdVol +6+10 +6 10.64 0.12 D Sh-Tm B +0 +1 +1 10.06n 0.01\n$ 28.3 bil 888-923-3355 $ 3.7 bil 800-243-1574\n A Mass Inv Tr +8+13 +9 37.13 0.32 $ 16.8 bil 800-225-1852 A- Opportunity +6+10 +8 27.13n 0.12 Third Avenue USAA Group D Sh-Tm Fed +0 +1 +1 10.06n 0.01\nA+ Core Equity +10+15 +10 16.71 0.19 E KAR Sm-Cp G +2 +9 +8 33.81 0.13\n D Muni Income +1 +3 +1 8.22 0.01 A+ Quant LCC +10+14 +9 20.41 0.22 Putnam Funds Class A $ 1.2 bil 800-443-1021 $ 68.6 bil 800-235-8396 D+ Sh-Tm Inv +0 +2 +1 10.20n 0.01\nA- Glbl Growth +10+14 +7 34.40 0.36 VirtusFunds\n A Technology +17+24 +11 61.19 1.33 PIMCO Fds Instl $ 39.9 bil 800-225-1581 A+ Value +4+11 +10 67.15 0.74 A+ 500 Index +8+13 +11 65.80n 0.67 D Sh-Tm Trs +0 +1 0 9.83n 0.01\nA+ LargeCapGro +8+11 +14 35.31 0.35 $ 5.3 bil 800-243-1574\n E TotRetBond +0 +2 0 9.47 0.01 $ 143 bil 800-927-4648 A- D AAG +8+12 +6 19.48 0.19 Thivent Funds A A CapitalGrow +9+14 +7 13.20n 0.17 C- Sh-Tm Tx-Ex +0 +1 +2 15.76n 0.01\nC- MidCapGrowt +7+15 +10 32.35 0.38 A- Cer LC Val +4+10 +6 11.48 0.10\n B- TotalReturn +2 +6 +4 19.46 0.08 C All Asset +1 +5 +3 11.16 0.02 A GlHealthCr +7+12 +8 61.95 0.57 $ 6.7 bil 800-847-4836 A- Cornerstone +6+11 +6 16.65n 0.16 D+ ST Corp Bd +0 +2 +1 21.01n 0.02\nA- Science&Tec+18+26 +11 53.97 1.11\n MFS Funds I A- Comm RR Str +1 +3 +4 13.05 0.07 A+ GrowthOppty+12+16+13 60.89 0.90 A- G Stk +7+12 +6 27.59 0.30 C+ Cornerstone +4 +8 +4 26.78n 0.18 D ST Trs +0 +1 +1 19.36n 0.02 A- Cer MC Val +7+12 +5 12.57 0.12\nA- Value Fund +5 +9 +6 17.30 0.05\n $ 54.7 bil 800-225-2606 D Div Income +1 +3 +1 9.54 0.02 A+ LargeCpVal +8+12 +9 33.12 0.14 A LC Gro +12+17 +12 16.74 0.28 A+ Growth&Inc +9+13 +8 25.34n 0.24 B+ TM Bal +4 +7 +6 42.87n 0.24 A+ Silvant FG +14+18 +13 75.21 1.27\n \u2013J\u2013K\u2013L\u2013 A+ Growth +15+19 +12 198.58 2.95 C- High Yield +1 +3 +2 7.95 0.01 A+ Research +10+14 +10 49.34 0.55 Thivent Funds S A Growth +12+17 +11 35.72n 0.52 A+ TM Cp App +8+13 +11 267.49n 2.69 A- ZvnbrgnTech+15+21 +13 76.66 1.52\nJanus Henderson C A- Intl Equity +5+10 +8 34.60 0.36 D+ HY Muni Bd +1 +4 +3 8.53 0.01 A Sstnbl Ldrs +13+17 +11 122.06 1.21 $ 5.6 bil 800-847-4836 A+ IncomeStock +7+12 +7 19.57n 0.12 C- TM SmCp +0 +9 +6 87.77n 0.70 VirtusFunds Cl I\n$ 27.8 bil 877-335-2687 B MidCapGrowt+11+16 +9 31.99 0.38 D IntlBd(DH) +0 +2 +1 9.85 0.01 Putnam Funds Class Y A LC Val +5+11 +9 29.17n 0.17 A+ NASDAQ-100I +9+14 +17 45.81n 0.71 E Tot Bd -1 +2 0 9.59n 0.01 $ 8.5 bil 800-243-1574\nB Balanced +6 +9 +6 44.15 0.35 A MidCapValue +6+12 +8 32.49 0.29 E Lng-TmCrBd -1 +3 +1 8.99 0.01 $ 22.7 bil 800-225-1581 A- MC Stk +8+15 +8 36.99n 0.31 A- SustainWorl +8+12 +8 28.66n 0.33 D- Tot Intl BI +0 +2 0 19.62n 0.02 A+ KAR SmCp Cr +6+11 +13 55.23 0.28\nJanus Henderson S A Research +8+13 +10 59.84 0.62 E Long Dur TR -1 +3 0 7.29 0.00 C+ UltShtDurI +1 +2 +1 10.10 0.00 Thornburg Fds D Tax-ExInt-T +0 +2 +2 12.60n 0.01 A TSM Idx +8+13 +11 124.59n 1.25 C- NwfleetMSST +1 +3 +1 4.49 0.00\n$ 27.8 bil 877-335-2687 A Value +6+10 +8 50.22 0.25 D Low Dur +1 +1 +1 9.18 0.01 Russell Funds S $ 16.3 bil 800-847-0200 D Tax-ExLng-T +0 +2 +2 12.14n 0.02 B- US Growth +12+18 +12 164.71n 2.60 Voya Fds\nA- Forty +12+17 +12 47.81 0.59 Morgan Stanley Inst D+ MtgOpp&Bd +1 +3 +1 9.39 0.01 $ 15.9 bil 800-787-7354 A- Inc Bldr +3 +7 +4 24.40 0.18 A Value +7+12 +7 19.53n 0.12 A Val Idx +6+11 +8 61.80n 0.36 $ 7.1 bil 800-992-0180\nJHF III DispVal $ 171 bil 800-548-7786 D Real Return +0 +2 +2 10.06 0.00 A- Global Eq +7+12 +8 9.95 0.11 D+ Ltd Inc +1 +2 +1 12.84 0.02 USAA Income C Wellesley +1 +4 +4 60.82n 0.17\n A- GlHiDivLwVo +5 +8 +4 43.13 0.26\n$ 33.0 bil 888-972-8696 A- Gl Fr +6 +9 +9 36.33 0.33 A+ S+ Intl(DH) +8+11 +7 8.85 0.05 D+ Tax Ex Bond +0 +2 +2 22.10 0.02 D Ltd Muni +0 +1 +1 13.64 0.00 $ 68.6 bil 800-235-8396 B+ Wellington +4 +8 +7 74.38n 0.55\n E Intmdt Bd +0 +2 0 8.71 0.01\nA+ Ds Val +8+14 +8 23.93 0.20 E Growth +6+13 +4 36.31 0.45 C Short-Term +1 +2 +1 9.62 0.00 A TM US Lg Cp +8+12 +10 76.14 0.84 TIAACREF Inst D- Income +0 +3 +1 11.45 0.01 A Windsor II +6+11 +10 80.54n 0.72\n $ 138 bil 877-518-9161 A Windsor +2 +7 +9 74.18n 0.61 A+ Large-CapGr+15+19 +11 53.31 0.78\nA DVMC +6+13 +8 29.11 0.24 MorganStanleyPathway C ShtAsstInv +1 +2 +1 9.92 0.00 Rydex Dynamic Fds USAA IntmTerm Bd\n $ 1.1 bil 800-820-0888 E Bond Indx +0 +2 0 9.58 0.02 Vanguard Funds Ins Wasatch\nJHITFunLgCpCorFd $ 5.2 bil 888-673-9950 A Stk+Abs Rtn +9+14 +9 12.02 0.13 $ 68.6 bil 800-235-8396\n A+ NASDAQ 2x +16+28 +25 475.70 14.2 E Core Bond +0 +2 0 9.12 0.01 $ 908 bil 800-662-7447 $ 5.5 bil 800-551-1700\n$ 2.8 bil 800-225-5291 E Core FI -1 +2 0 6.83n 0.01 A StocksPLUS +9+13 +10 12.52 0.13 D- Intm-TermBd +0 +3 +1 9.18 0.01\n A+ S&P 500 2x +16+24 +16 276.67 5.53 A Eq Idx +8+13 +11 36.32 0.36 A+ Rus 1000 GI +10+15 +15 662.67 9.33 B- Core Gro +5+14 +10 90.18n 0.71\nA- HancockFdmn+5 +9 +10 65.44 0.64 A Lg Cap Eq +8+12 +9 23.60n 0.22 E Tot Rtn +0 +2 0 8.59 0.01\nJohn Hancock Muhlenkmp A- TRENDS MFS +1 +4 +5 10.91 -0.03 Rydex Investor Class B- Intl Eq +8+13 +6 13.99 0.20 \u2013V\u2013W\u2013X\u2013 A+ Rus 1000 Id +8+13 +11 454.31 4.60 WCM Focus Funds\n $ 2.3 bil 800-820-0888 B Itl Eq Ix +6+10 +5 23.08 0.29 Value Line Funds A- Rus 1000 VI +5+11 +7 298.41 1.58 $ 17.5 bil 888-988-9801\n$ 23.9 bil 800-225-5291 $ 226 mil 800-860-3863 PIMCO Funds A\nE HancockBond+0 +2 +1 13.50 0.02 A+ Fund +4+10 +10 64.51n 0.61 $ 30.9 bil 800-927-4648 A+ NASDAQ-100 +9+14 +15 77.00n 1.19 C+ LC Id 2020 +3 +6 +5 19.08 0.10 $ 2.3 bil 800-243-2729 A Rus 3000 Id +8+13 +11 443.80 4.45 B- FocusedItlG +13+18 +9 25.66 0.38\nA- HancockClsc +3 +9 +7 35.91 0.27 Munder Funds A RAE PLUS +8+15 +6 18.02 0.22 A+ Nova Fund +12+19 +12 124.66n 1.88 C+ LC Id 2025 +3 +7 +5 21.30 0.13 A- LineAsstAll +5 +8 +8 42.60n 0.25 C ST IPSI +1 +2 +2 23.98 0.01 Weitz Funds\nA Cap Ap +15+20 +13 15.96 0.27 $ 2.5 bil 800-539-3863 PIMCO Funds I2 B LC Id 2035 +4 +8 +6 25.75 0.19 A+ LineMdCpFoc +7+13 +12 34.51n 0.36 Vanguard Funds InsP $ 4.5 bil 888-859-0698\nA- GlSYd +5 +9 +5 11.34 0.08 D+ Intl SmCp +4+10 +5 15.14 0.15 $ 68.9 bil 888-877-4626\n \u2013S\u2013T\u2013U\u2013 B+ LC Id 2040 +5+10 +7 27.79 0.23 A+ LineSelGro +8+13 +12 37.00n 0.21 $ 908 bil 800-662-2739 A Value +6+10 +11 54.74n 0.48\nD- IntG +7+11 +5 26.39 0.19 Munder Funds Cl A E Inv Grd Cr +0 +3 +1 8.92 0.01 Schwab Funds B+ LC Id 2045 +6+10 +8 29.10 0.26 Vanguard Funds Adm A+ Instl Indx +8+13 +11 426.62 4.41 WesMark Funds\nJohn Hancock Class 1 $ 810 mil 800-539-3863 C Low Dur Inc +2 +3 +2 7.99 0.00 $ 295 bil 800-345-2550 A+ LCG Idx +10+15 +14 57.27 0.81 $ 2291 bil 800-662-2739 Vanguard Funds Inst $ 791 mil 800-864-1013\n$ 23.6 bil 800-344-1029 A+ Multi-Cap +10+16 +9 52.12 0.54 PIMCO Funds Instl A+ Core Eqty +8+12 +9 21.63n 0.27 A LCG +11+16 +12 26.25 0.46 A+ 500 Idx +8+13 +11 477.03n 4.92 $ 908 bil 800-662-7447 A- LargeCompan+7+12 +10 23.18n 0.22\nA- BC Gro +13+17 +9 53.81 0.85 Nationwide Fds R6 $ 90.8 bil 888-877-4626 A- Div Eq +5 +9 +6 14.82n 0.06 A- LCV Idx +5+11 +7 24.28 0.13 B Bal Idx +5 +8 +6 46.61n 0.31 A+ FTSE Soc +9+13 +12 35.40 0.40 Western Asset\nB- MM Ls Ag +6+12 +7 13.92 0.13 $ 1.4 bil 800-848-0920 A+ Comm+ Strat +5 +7 +6 6.89 0.03 B+ Fdm Itl LCI +4 +8 +6 10.89n 0.10 A LCV +6+12 +9 21.24 0.12 D+ CA Intm-Trm +0 +2 +2 11.45n 0.02 E LT Trs -2 +2 -2.0 25.56 0.00 $ 52.8 bil 877-721-1926\nC+ MM Ls Bl +4 +8 +5 12.96 0.08 A BNYM DUSC +8+13 +11 14.92 0.16 D+ Dynmc Bd +1 +3 +1 9.81 0.02 A+ Fdm US LCI +6+11 +11 25.65n 0.19 B Lfcy 2040 +6+10 +7 10.77 0.09 D CA Lng-Tm +0 +2 +3 11.55n 0.02 A- S&P MC400 +7+14 +8 400.79 3.85\n E Core Bond -1 +2 0 10.64 0.02\nB- MM Ls Gr +5+10 +6 13.55 0.11 A- MC Mkt Idx +7+14 +7 17.28 0.16 C- Income +1 +3 +1 10.60 0.02 B FdmUSSmCoI +1 +9 +7 16.71n 0.12 A- MCV +5+11 +5 17.32 0.12 A Cap Opp +8+13 +10 192.76n 1.65 C- S&P SC600 +0 +9 +6 397.82 3.19\n E CorePlusBon -1 +2 0 9.42 0.02\nJohn Hancock Funds A Nationwide Funds Pioneer Funds A A Health Care +8+13 +7 27.38n 0.28 B+ Qnt SCE +6+15 +7 18.71 0.14 A Cnsmr Stp +5 +9 +8 99.34n 0.59 A- T WldStk +6+11 +8 223.28 2.25\n B Intl Idx +6+10 +5 23.81n 0.29 C Real Est -1 +5 +3 17.40 0.01 E Tot Bd II -1 +2 0 9.47 0.01 D ManagedMuni+1 +2 +2 15.10 0.02\n$ 16.0 bil 800-225-5291 $ 888 mil 800-848-0920 $ 16.0 bil 800-225-6292 B- Dev Mkt +4+10 +5 16.09n 0.19\n A+ Lg-Cap Gro +12+15 +13 31.01n 0.46 A+ S&P500 Idx +8+13 +11 56.43 0.58 Vanguard Funds InstP E SMAShSeries -1 +3 -3.0 6.21n 0.01\nB+ HancockBala +5 +9 +6 27.55 0.23 A+ S&P 500 +8+13 +11 24.62 0.25 A- Core Eqty +7+12 +8 22.25 0.15 A Div A I +6 +9 +10 48.78n 0.29\n A- MktTrk Al E +5+11 +8 23.06n 0.21 D SCB Idx +3+12 +5 23.40 0.19 E EM St I +2 +6 +2 34.83n 0.16 $ 908 bil 800-662-2739 Williamsburg Invst T\nJPMorgan A Class Natixis Funds A+ Disc Gro +9+14 +11 17.79 0.21 $ 1.0 bil 800-281-3217\n$ 47.6 bil 800-480-4111 $ 21.4 bil 800-225-5478 A+ Fund +10+17 +11 40.17 0.61 A+ S&P 500 Idx +8+13 +11 79.25n 0.82 A Soc Ch Eq +8+14 +11 27.89 0.24 A+ Energy Idx +4 +9 +8 61.22n 0.52 A Ins T StMk +8+13 +11 88.84 0.89\n D SC Idx +3+12 +5 33.51n 0.27 TIAACREF Retail A+ Energy +2 +5 +3 88.59n 0.55 Vanguard Funds Inv A- SmCp Focus +6+13 +12 18.49n 0.13\nC+ Inv Bal +4 +7 +4 15.63 0.10 D- Inv GB +0 +3 +2 9.87 0.02 A- Mid Cap Val +2 +8 +6 23.68 0.15\n A- Sm-Cap Eq +4+13 +6 20.77n 0.15 $ 8.7 bil 877-518-9161 A Equity Inc +4 +9 +8 87.57n 0.47 $ 1431 bil 800-662-2739 Wilmington Funds\nC- Inv Csv Gr +2 +5 +2 12.38 0.05 A+ LS Growth +11+17 +13 25.87 0.41 Pioneer Funds Y\nB Inv Gr&Inc +5 +9 +6 18.87 0.15 A+ Oakmark +5+12 +10 28.69 0.26 $ 7.1 bil 800-225-6292 A Tot Stk Mkt +8+13 +11 87.40n 0.89 A+ Gro & Inc +12+17 +11 24.73n 0.28 B+ Euro S +4 +9 +6 83.96n 1.32 A- Div Eqty +8+14 +10 47.53n 0.55 $ 14.5 bil 800-836-2211\nB+ Inv Growth +7+11 +7 24.22 0.23 A US Eq Opp +8+14 +10 39.66 0.52 E Bond +0 +3 +1 8.22 0.01 A+ 1000 Index +8+13 +11 110.89n 1.15 Tocqueville Funds C+ Explorer +6+14 +8 109.19n 1.03 A Div Gro +5 +8 +10 39.06n 0.17 A+ LC Str +8+13 +11 29.74 0.30\nA- Itl Val +5 +8 +3 13.73 0.13 Neuberger Berman Fds D StratIncome +1 +4 +1 9.46 0.02 36 Mo YTD 12Wk 5 Yr Net 36 Mo YTD 12Wk 5 Yr Net 36 Mo YTD 12Wk 5 Yr Net 36 Mo YTD 12Wk 5 Yr Net 36 Mo YTD 12Wk 5 Yr Net\nA US Value +5+10 +8 73.35 0.44 $ 29.8 bil 800-366-6264 Price Funds Performance % % After Asset NAV Performance % % After Asset NAV Performance % % After Asset NAV Performance % % After Asset NAV Performance % % After Asset NAV\n Rating Fund Chg Chg Tax Rtn Value Chg Rating Fund Chg Chg Tax Rtn Value Chg Rating Fund Chg Chg Tax Rtn Value Chg Rating Fund Chg Chg Tax Rtn Value Chg Rating Fund Chg Chg Tax Rtn Value Chg\nJPMorgan I Class B+ LngSh +2 +3 17.72 0.01 $ 310 bil 800-638-5660\n$ 95.6 bil 800-480-4111 A- Eqty Inc +3 +8 +5 13.06 0.07 C+ PriceQMUSSC +8+16 +7 44.15n 0.45 \u0016\u000e \u0015\u0005\u0004 \u0014\u0015\u0001\u0015\u0005\u0014 \u0004 \u0014\u0015\u0013 \u0003\u0015 \u0003\u0010\u0016\u0013\u0015\nA+ Equity Idx +8+13 +11 77.50 0.80 C+ LC Value +3 +6 +8 42.61 0.28 A AllCp Opp +12+16 +13 71.62n 0.89 \u0006\u0010\u0013 \u0015\b\u0005 \u0004 \u0014\u0015\u0013 \u0003\u0015 \u0010\u0006 \u0003\u0010 \u0010\u0013\u0001\u0004\u0010\nA- Equity Inc +4 +9 +8 23.86 0.12 D+ Str Inc +1 +3 +2 9.80 0.03 B- Balanced +5 +9 +6 26.47n 0.20\nA+ Gro Advtg +13+18 +15 36.70 0.53 A Sus Eqty +9+15 +10 43.86 0.35 A- BlueChpGro +13+17 +10 168.81n 2.66 \u0003\b\u0001\u0005 \u0002 \u000e\u0014 \u0019! 2\"-I-\"H\u001b00L \u001b2\" \u00102 \u0002$+\u001b0& 4& \u000100 \u0010E+$>? \u0014-1-0\u001b>0L \u0014-EH\u001bE$\"! \u0003-I-0 \u0001\u001fE-42 \u000e49 5 GG,\u001fI,NN)(F,\u0011\u0001\u0002,\nA+ LgCp Gro +16+20 +15 69.57 1.08 Neuberger Berman Inv C- Comm/Tech +14+18 +9 136.27n 1.76\n \u00110\u001b-2E-&&! \u0014\u0016 \u0001\u0013\u0019 \u000e\u0010\u0015 \u0003\u0005\nA- LgCp Val +4+10 +9 19.64 0.20 $ 7.4 bil 800-877-9700 A Div Gr +6+10 +10 75.33n 0.45\nC+ MdCp Gro +9+16 +10 50.75 0.46 A+ Guardian +9+13 +14 27.16n 0.30 A- Eq Inc +5+10 +7 35.49n 0.24 I9\nC SmCp Eqty +4+11 +6 56.01 0.48 Neuberger Berman Tr A+ EqIndex500 +8+13 +11 135.94n 1.41 \u0007\u0001\u0015\u0010\u0014 \u0014 \u0017\u0005\u0013! \u000e\u00039! \u0014\u0015\u0005\u0011\b\u0005\u000e \u0010\u0013\u0013! \u0013\u0010\u0007\u0005\u0013 \u0010\b\u000e\u0014\u0010\u000e! \u0011\b \u0011 \u0011\u0019 \u0005! \u0001\u000e \u0003\u0005\nA+ US Eq +9+14 +12 23.18 0.26 $ 6.0 bil 800-877-9700 A- Financial +8+15 +10 38.04n 0.16 \u0014\u0015\u0001 \u0013\u0014! \u0001 \u0005\u0013\u0006\u0001\u000e! \u0007\u0010\u0013 \u0007\u0010\u000e\u001a\u0001 \u0005\u0014! \u0001\u0013 \b\u0001\u000e\u000e\u0005 \u0001\u000e! \u0004\u0001\u0017 \u0004 \u0011\u0005\u0001\u0015!\nA+ US LCC + +12+16 +12 19.49 0.24 C+ Genesis +3+10 +8 63.13 0.78 C+ Glbl Stck +12+17 +10 64.05n 1.01 \u0003\b\u0001\u0013 \u0005\u0014 \b\u0001\u000e\u0014\u0001\u0013\u0004! \u001b2\" \u0004\u0001\u000e \u0005 \u0016\u000f \u001a \u0012\u0016 \u000e\u0015\u0001\u000e \u0001!\nA Val Advtg +5+11 +7 37.38 0.19 New Covenant Funds E Glbl Tech +17+22 +8 18.39n 0.35\nJPMorgan L Class $ 1.3 bil 877-835-4531 B GrowthStock+12+15 +9 96.57n 1.47 \u0004$&$2\"\u001b2E?9\n$ 7.1 bil 800-480-4111 A Growth +7+12 +10 61.33n 0.60 B- Hlth Sci +8+13 +7 94.81n 0.61\nA- MdCp Val +6+11 +7 37.96 0.24 Nicholas Group E Intl Disc +3 +9 +5 64.59n 0.46 \u0013\u000f\u001b \u0001'' \u0010\u001e56+)6 \u0018)\u001d \u001e):$:$\u001e6 :#\u0018: .$/ \u001d<5$)\" :#\u001e -\u001e5$+\u001d \u001f5+( \u0004\u001e\u001a\u001e(\u0019\u001e5 *\u001c ;@;@ \u0018)\u001d \u0018)<\u00185? ; \u001c ;@;;\u001c \u0019+:# $)\u001a'<6$=\u001e .:#\u001e 2\u0003'\u001866 \u0010\u001e5$+\u001d3/\u001c\nJPMorgan R Class $ 5.8 bil 800-544-6547 B MdCp Growth +8+15 +8 108.06n 1.23 -<5\u001a#\u00186\u001e\u001d +5 +:#\u001e5>$6\u001e \u0018\u001a1<$5\u001e\u001d \u0007\u0018:+6 \u001a+((+) 6:+\u001a& '$6:\u001e\u001d +) :#\u001e \u000e\u0016\u0012\u0005\u001c +5\u001c $) \u001d+(\u001e6:$\u001a :5\u0018)6\u0018\u001a:$+)6\u001c -<5\u001a#\u00186\u001e\u001d +5 +:#\u001e5>$6\u001e\n$ 55.5 bil 800-480-4111 A- Equity Inc +5 +9 +8 21.44n 0.11 A+ MdCp Val +8+15 +9 33.63n 0.32 \u0018\u001a1<$5\u001e\u001d -<\u0019'$\u001a'? :5\u0018\u001d\u001e\u001d \u001a\u0018'' +-:$+)6 +) \u0007\u0018:+6 \u001a+((+) 6:+\u001a&\u001c \u0018)\u001d8+5 6+'\u001d -<\u0019'$\u001a'? :5\u0018\u001d\u001e\u001d -<: +-:$+)6 +) \u0007\u0018:+6 \u001a+((+) 6:+\u001a&\u001c\nE Core Bond +0 +2 +1 10.23 0.01 A+ Fund +8+13 +12 93.94n 0.78 A- New Era +3 +8 +5 38.31n 0.43 \u0018)\u001d >\u001e5\u001e \u001d\u0018(\u0018\"\u001e\u001d :#\u001e5\u001e\u0019?7 +5 .$$/ -<5\u001a#\u00186\u001e\u001d +5 +:#\u001e5>$6\u001e \u0018\u001a1<$5\u001e\u001d \u0007\u0018:+6 \u001a+((+) 6:+\u001a& -<56<\u0018): +5 :5\u0018\u001a\u001e\u0018\u0019'\u001e :+ :#\u001e ;@;@\nD- Core Pl Bd +0 +2 +1 7.21 0.02 A- II +7+14 +9 35.15 0.39 E NewHorizons +6+15 +8 59.61n 0.74 \u0011\u001e\"$6:5\u0018:$+) \u0012:\u0018:\u001e(\u001e): +5 :#\u001e ;@;, \u0011\u001e\"$6:5\u0018:$+) \u0012:\u0018:\u001e(\u001e):\u001c $) \u001d+(\u001e6:$\u001a :5\u0018)6\u0018\u001a:$+)6 +5 +) :#\u001e \u000e\u0016\u0012\u0005\u001c \u0018)\u001d >\u001e5\u001e \u001d\u0018(\u0018\"\u001e\u001d :#\u001e5\u001e\u0019?\nC High Yield +1 +4 +2 6.42 0.01 Northern Funds C+ OverseasStc +4 +9 +5 12.97n 0.14 .:#\u001e 2\u0012\u001e::'\u001e(\u001e): \u0003'\u0018663/0\nD- Mtge Secs +0 +2 +1 10.11 0.02 $ 34.0 bil 800-595-9111 C 2010 +3 +6 +4 14.99n 0.07 \u0013\b \u0012 \u000e\u000f\u0013 \u0003\u0005 \u0015\u0001\u0012 \u0001\u0014\u0013\b\u000f\u0011 \u0017\u0005\u0004 \u0002\u0016 \u0013\b\u0005 \u0003\u000f\u0014\u0011\u00130 \u0013 \u0012 \u000e\u000f\u0013 \u0001 \u0001\u0015\u0016\u0005\u0011 \u0012\u000f \u0003 \u0013\u0001\u0013 \u000f\u000e0 \u0010 \u0005\u0001\u0012\u0005 \u0011\u0005\u0001\u0004 \u0013\b \u0012 \u000e\u000f\u0013 \u0003\u0005\nD+ Sh Dur Bd +1 +2 +1 10.71 0.02 E Bond Index -1 +2 0 9.17n 0.01 C+ 2015 +3 +7 +4 12.41n 0.07 \u0003\u0001\u0011\u0005\u0006\u0014 \u0016 \u0001\u000e\u0004 \u000e \u0013\u0012 \u0005\u000e\u0013 \u0011\u0005\u0013\u00160 \u0016\u000f\u0014\u0011 \u0011 \u0007\b\u0013\u0012 \u0015 \u0002\u0005 \u0001\u0006\u0006\u0005\u0003\u0013\u0005\u0004 \u0002\u0016 \u0001 \u0003 \u0001\u0012\u0012 \u0001\u0003\u0013 \u000f\u000e \u0001\u0015\u0012\u0014 \u0013 \u0010\u0005\u000e\u0004 \u000e\u0007 \u000e\nA+ US Res EnEq +9+13 +12 40.19 0.42 C HY Fxd Inc +1 +4 +2 5.97n 0.01 C+ 2020 +3 +7 +5 18.40n 0.10 \u0013\b \u0012 \u0003\u000f\u0014\u0011\u00130\nLaudus Funds B Intl Eq Idx +6+10 +5 14.58n 0.18 C+ 2025 +4 +8 +5 16.31n 0.10\n$ 2.1 bil 800-648-5300 A+ Lg Cp Core +10+14 +10 26.85n 0.30 B- 2030 +5 +9 +6 25.02n 0.18 \u0019\u0010\u0016 \u0001\u0013\u0005 \b\u0005\u0013\u0005\u0002\u0019 \u000e\u0010\u0015 \u0006 \u0005\u0004! 6H>?H\u001b2E E4 \u001b2 \u0010>\"$> 4& E+$ \u001f ?+< \u00185\u001e \u0018 \u0012\u001e::'\u001e(\u001e): \u0003'\u001866 \u001e(\u0019\u001e5\u001c $) +5\u001d\u001e5 :+ 6#\u00185\u001e $)\nA SelectLgCap +13+18 +11 23.99n 0.35 A- Mid Cap Idx +7+14 +7 21.34n 0.20 B- 2035 +5+10 +6 20.28n 0.17 \u00162-E$\" \u0014E\u001bE$? \u0004-?E>-\u001fE \u00034H>E &4> E+$ \u0004-?E>-\u001fE 4& \u0003404>\u001b\"4 7E+$ ;\u00034H>E<8 :#\u001e \u001d$6:5$\u0019<:$+) +\u001f :#\u001e \u000e\u001e: \u0012\u001e::'\u001e(\u001e): \u0006<)\u001d\u001c ?+< (<6: 6<\u0019($:\nLazard Instl A+ Stock Idx +8+13 +11 53.10n 0.55 B 2040 +6+11 +7 29.28n 0.27 \u001b2\" \u0013H0$ GF 4& E+$ \u0006$\"$>\u001b0 \u0013H0$? 4& \u0003-I-0 \u0011>4\u001f$\"H>$! E+\u001bE \u001b +$\u001b>-2* \u0018 \u00105++\u001f +\u001f \u0003'\u0018$( \u0018)\u001d \u0011\u001e'\u001e\u00186\u001e \u001f+5( .2\u00105++\u001f +\u001f \u0003'\u0018$(3/ +)'$)\u001e \u0018:\n$ 16.3 bil 800-823-6300 Nuveen Funds A B 2045 +6+11 +7 21.19n 0.20 J-00 \u001e$ +$0\" 42 \u001bL F5! GNG)! \u001bE 5N NN \u001b919 7 4H2E\u001b-2 \u0015-1$8! \u001e$&4>$ >>>0\u0007\u0018:+6\u0012\u001e\u001a<5$:$\u001e6 $:$\"\u0018:$+)0\u001a+( +5 \u0019? (\u0018$' -+6:(\u00185&\u001e\u001d )+\nC+ Emg Mkt Eq +3 +9 +2 17.73 0.16 $ 15.0 bil 800-257-8787 B 2050 +7+12 +7 18.00n 0.18 E+$ \b424>\u001b\u001e0$ \u0011+-0-6 \u00019 \u0002>-11$>! \u001bE E+$ \u00010&>$\" \u00019 \u0001>>\u001b. \u00162-E$\" \u0014E\u001bE$? '\u0018:\u001e5 :#\u0018) <)\u001e ,*\u001c ;@;!0 \u0006\u0018$'<5\u001e :+ :$(\u001e'? 6<\u0019($: \u0018 \u00105++\u001f +\u001f \u0003'\u0018$(\nA+ GlLstdInfr +3 +3 +6 15.69 0.14 E All-Am Muni +1 +3 +1 10.24 0.02 B 2055 +7+12 +7 18.88n 0.19 >$'' 6<\u0019%\u001e\u001a: ?+<5 \u001a'\u0018$( :+ -+66$\u0019'\u001e 5\u001e%\u001e\u001a:$+) \u0018)\u001d (\u0018? -5\u001e\u001a'<\u001d\u001e ?+<\n \u00034H>E+4H?$! -2 \u00034H>E>441 \u0001AN5! 3N5 53E+ \u0014E>$$E! \u0004$2I$>! \u0003\u0010 %NG3)!\nC+ Int Str Eq +6+12 +4 16.47 0.16 A Div Value +5+11 +4 14.54 0.09 B+ Sci&Tch +19+24 +11 47.80n 1.06 \u001f5+( 5\u001e\u001a\u001e$=$)\" \u0018)? -\u0018?(\u001e): \u001f5+( :#\u001e \u0012\u001e::'\u001e(\u001e):0\nLegg Mason I Nuveen Funds I D+ SmCp Stk +3+12 +7 59.94n 0.57\n &4> E+$ 6H>64?$ 4& \"$E$>1-2-2* 758 J+$E+$> E+$ 6>464?$\" ?$EE0$1$2E 4&\n$ 4.6 bil 877-721-1926 $ 9.1 bil 800-257-8787 C- SmCp Val +1 +8 +6 52.33n 0.32 E+$ \u001f0\u001b-1? -2 E+$ \u001b\u001e4I$,\u001f\u001b6E-42$\" 0-E-*\u001bE-42 7E+$ ; -E-*\u001bE-42<8 &4> E+$ & L4H \"$?->$ E4 \u001e$ $K\u001f0H\"$\" &>41 E+$ \u0014$EE0$1$2E \u00030\u001b??! L4H 1H?E\nC- Intl Gro +9+14 +6 66.50 1.09 D HY Muni +2 +4 +3 15.04 0.03 A- DE +7+12 +8 24.92n 0.24 ?H1 4& #G5!NNN!NNN -2 \u001f\u001b?+ 7E+$ ;\u0014$EE0$1$2E<8 ?+4H0\" \u001e$ \u001b66>4I$\" \u001eL ?H\u001e1-E \u001b >$:H$?E &4> $K\u001f0H?-42 $0$\u001fE>42-\u001f\u001b00L ?H\u001e1-EE$\" 4> 64?E1\u001b>/$\"\nA Value Trust +5+11 +10 122.29 1.25 D+ IntDurMuni +1 +2 +2 8.91 0.01 D SpectrumInc +0 +3 +1 11.26n 0.02 E+$ \u00034H>E \u001b? &\u001b->! >$\u001b?42\u001b\u001e0$! \u001b2\" \u001b\"$:H\u001bE$@ 7G8 J+$E+$> \u001b \u0014$EE0$1$2E \u001eL \u0018? \u001c ;@;!! -2 E+$ 1\u001b22$> \u001b2\" &4>1 $K60\u001b-2$\" -2 E+$ \"$E\u001b-0$\" 42*,\nLeuthold Funds D+ LtdTrmMuni +1 +2 +2 10.94 0.01 D SumtMuniInt +0 +2 +2 11.43n 0.02 \u00030\u001b?? ?+4H0\" \u001e$ \u001f$>E-'$\" &4> 6H>64?$? 4& E+$ \u0014$EE0$1$2E@ 7F8 J+$E+$>! \u00064>1 \u000e4E-\u001f$ >$&$>>$\" E4 \u001b\u001e4I$9 \u000100 $1\u001e$>? 4& E+$ \u0014$EE0$1$2E \u00030\u001b??\n$ 664 mil 800-273-6886 A MidCpValue +4+10 +8 54.18 0.22 A Tot Eq Mk +8+13 +11 55.17n 0.57 E+$>$\u001b&E$>! E+-? -E-*\u001bE-42 ?+4H0\" \u001e$ \"-?1-??$\" J-E+ 6>$.H\"-\u001f$ 6H>?H\u001b2E J+4 \"4 24E E-1$0L \u001b2\" I\u001b0-\"0L >$:H$?E $K\u001f0H?-42 &>41 E+$ \u0014$EE0$1$2E\nA- Core Inv +5 +9 +6 22.39 0.16 A MultiCapVal +3 +8 +9 48.62 0.30 A Tx-Ef Eq +12+16 +12 64.07n 0.91 E4 E+$ E$>1? \u001b2\" \u001f42\"-E-42? ?$E &4>E+ -2 E+$ \u00011$2\"$\" \u0014E-6H0\u001bE-42 4& \u00030\u001b?? J-00 \u001e$ \u001e4H2\" \u001eL \u001b2L .H\"*1$2E $2E$>$\" -2 E+$ -E-*\u001bE-42 6H>?H\u001b2E\nLoomis Sayles Fds Oak Associates Funds D Tx-Fr HY +2 +4 +2 11.02n 0.02 E4 E+$ E$>1? \u001b2\" \u001f42\"-E-42? 4& E+$ \u0014E-6H0\u001bE-429\n \u0014$EE0$1$2E \"\u001bE$\" \u0014$6E$1\u001e$> 5G! GNGF 7E+$ ;\u0014E-6H0\u001bE-42<8@ 7)8 J+$E+$>\n$ 8.0 bil 800-633-3330 $ 1.2 bil 888-462-5386 A+ US ER +10+14 +12 51.08n 0.57 E+$ 6>464?$\" \u00110\u001b2 4& \u0001004\u001f\u001bE-42 -? &\u001b->! >$\u001b?42\u001b\u001e0$! \u001b2\" \u001b\"$:H\u001bE$ \u00012L 4\u001e.$\u001fE-42 E4 E+$ \u0014$EE0$1$2E! $\u001b\" \u00034H2?$0=? \u0006$$ \u001b2\" \u0005K6$2?$\nD+ Bond +1 +4 +1 11.64 0.03 A+ OakTechnolo+13+18 +12 44.66n 0.77 A+ USLgCpCore +11+15 +11 39.54n 0.37 \u0001660-\u001f\u001bE-42! \u001b2\"C4> E+$ 6>464?$\" \u00110\u001b2 4& \u0001004\u001f\u001bE-42 1H?E \u001e$ 1\u001b-0$\"\n \u001b2\" E+$>$&4>$ ?+4H0\" \u001e$ \u001b66>4I$\"@ \u001b2\" 7(8 E+$ >$\u001b?42\u001b\u001e0$2$?? 4& E+$\nA- SCV +4+11 +7 23.16 0.20 A- OakSelectGr +9+15 +8 139.69n 1.47 A Value +8+13 +9 45.32n 0.27 4> \"$0-I$>$\" E4 E+$ \u00030$>/ 4& \u00034H>E \u001b2\" \u001f4H2?$0 &4> E+$ \u0011\u001b>E-$? \u001bE E+$\n \u001b660-\u001f\u001bE-42 4& $\u001b\" \u00034H2?$0 &4> E+$ 6\u001bL1$2E 4& \u001bEE4>2$L?= &$$? \u001b2\"\n36 Mo YTD 12Wk 5 Yr Net 36 Mo YTD 12Wk 5 Yr Net 36 Mo YTD 12Wk 5 Yr Net\n $K6$2?$? -2\u001fH>>$\" -2 \u001f422$\u001fE-42 J-E+ E+-? -E-*\u001bE-42 E4*$E+$> J-E+ E+$ \u001b\"\">$??$? \u001e$04J ?H\u001f+ E+\u001bE -E -? >$\u001f$-I$\" 24 0\u001bE$> E+\u001b2 \u0018? ,@\u001c ;@;!\nPerformance % % After Asset NAV Performance % % After Asset NAV Performance % % After Asset NAV\nRating Fund Chg Chg Tax Rtn Value Chg Rating Fund Chg Chg Tax Rtn Value Chg Rating Fund Chg Chg Tax Rtn Value Chg -2E$>$?E $\u001b>2$\" E+$>$42 7\u001b2\" \u001b2L 6\u001bL1$2E E4 \u00110\u001b-2E-&&? 6H>?H\u001b2E E4 E+$ \u0001\u0014\u001a\u0016\u0019\n \u0011>-I\u001bE$ \u0014$\u001fH>-E-$? -E-*\u001bE-42 \u0013$&4>1 \u0001\u001fE 4& 533( -2 \u001f422$\u001fE-42 J-E+ \u00030$>/ 4& E+$ \u00034H>E\n E+$-> >$6>$?$2E\u001bE-42 4& E+$ \u0014$EE0$1$2E \u00030\u001b??89 \u0015+$ \u00034H>E 1\u001bL \u001f+\u001b2*$ \u0016\u000e \u0015\u0005\u0004 \u0014\u0015\u0001\u0015\u0005\u0014 \u0004 \u0014\u0015\u0013 \u0003\u0015 \u0003\u0010\u0016\u0013\u0015\n E+$ \"\u001bE$ 4& E+-? +$\u001b>-2*! 4> +40\" -E >$14E$0L! 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All rights reserved.\n\f Case No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 23 of 39\n\n\n\n\nBleichmar Fonti & Auld LLP Announces\nProposed Class Action Settlement\nInvolving Purchasers of Gatos Common\nStock and Purchasers and Sellers of Gatos\nOptions\n\nNEWS PROVIDED BY\nBleichmar Fonti & Auld LLP \uf0ab\n11 Mar, 2024, 08:00 ET\n\n\n\n\nDENVER, March 11, 2024 /PRNewswire/ --\n\n\n UNITED STATES DISTRICT COURT\n FOR THE DISTRICT OF COLORADO\n\n\nMICHAEL BILINSKY, Individually and On Civil Action No. 1:22-cv-00453-PAB-KLM\nBehalf of All Others Similarly Situated,\n SUMMARY NOTICE\n Plaintiff,\nv.\n\n\nGATOS SILVER, INC., STEPHEN ORR,\nROGER JOHNSON, PHILIP PYLE, JANICE\nSTAIRS, ALI ERFAN, IGOR GONZALES,\nKARL HANNEMAN, DAVID PEAT,\nCHARLES HANSARD, and DANIEL\nMU\u00d1IZ QUINTANILLA,\n\n\n Defendants.\n\n\n\n\n \uf045\n\f Case No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\nTO: All Persons and entities that (i) duringpgthe\n 24 period\n of 39 from December 9, 2020 and January\n\n25, 2022, both inclusive (the \"Class Period\"), purchased or otherwise acquired Gatos\ncommon stock listed on the NYSE, or, in domestic transactions, purchased or otherwise\nacquired publicly traded call options on Gatos common stock, and/or sold publicly traded\nput options on Gatos common stock, and were damaged thereby; or (ii) purchased or\notherwise acquired Gatos common stock pursuant or traceable to the 2020 Registration\nStatement or the 2021 Registration Statement, in domestic transactions or on the NYSE,\nand were damaged thereby (the \"Settlement Class\").\n\n\nTHIS NOTICE WAS AUTHORIZED BY THE COURT. IT IS NOT A LAWYER SOLICITATION.\nPLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS WILL BE\nAFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.\n\n\nYOU ARE HEREBY NOTIFIED, pursuant to an Order of the United States District Court for the\nDistrict of Colorado (the \"Court\") and Rule 23 of the Federal Rules of Civil Procedure, that a\nhearing will be held on May 31, 2024, at 10:00 a.m. (Mountain Time), before the Honorable\nPhilip A. Brimmer, at the Alfred A. Arraj United States Courthouse, in Courtroom A701, 901\n19th Street, Denver, CO 80294, for the purpose of determining: (1) whether the proposed\nsettlement of the claims in the above-captioned litigation (the \"Litigation\") for the sum of\n$21,000,000 in cash (the \"Settlement\") should be approved by the Court as fair, reasonable,\nand adequate; (2) whether a Settlement Class should be certified for purposes of the\nSettlement; (3) whether, thereafter, this Litigation should be dismissed with prejudice\npursuant to the terms and conditions set forth in the Amended Stipulation of Settlement\ndated September 12, 2023 (the \"Stipulation\"); (4) whether the proposed Plan of Allocation is\nfair, reasonable, and adequate and therefore should be approved; and (5) the reasonableness\nof the application of Lead Counsel for the payment of attorneys' fees and expenses incurred\nin connection with this Litigation together with the interest earned thereon (and any\npayment to Plaintiffs pursuant to the Private Securities Litigation Reform Act of 1995 in\nconnection with their representation of the Settlement Class). The Court may change the\ndate of this hearing, or hold it remotely, without providing another notice. You do NOT need\nto attend the hearing to receive a distribution from the Net Settlement Fund.\n\n\n\n\n \uf045\n\f Case No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 25\nThe Litigation has been preliminarily certified asofa39\n class action on behalf of a Settlement\nClass of all Persons or entities that (a) from December 9, 2020 through January 25, 2022, both\ninclusive, purchased or otherwise acquired Gatos common stock listed on the NYSE, or, in\ndomestic transactions, purchased or otherwise acquired publicly traded call options on Gatos\ncommon stock or sold publicly traded put options on Gatos common stock, and were\ndamaged thereby; or (b) in domestic transactions or on the NYSE, purchased or otherwise\nacquired Gatos common stock pursuant or traceable to the 2020 Registration Statement or\nthe 2021 Registration Statement, and were damaged thereby, except for certain Persons or\nentities excluded from the Settlement Class, as defined in the full Long-Form Notice of\nPendency and Proposed Settlement of Class Action (\"Long-Form Notice\"), which is available\nas described below. If the Settlement is approved, it will resolve all claims in the Litigation.\nCapitalized terms that are not otherwise defined herein shall have the meanings ascribed to\nthem in the Long-Form Notice and/or Stipulation.\n\n\nA detailed description of the Litigation, including important information about your rights\nand options, is in the detailed Long-Form Notice available at\nwww.GatosSecuritiesLitigation.com or by contacting the Claims Administrator at: Gatos U.S.\nSecurities Litigation, Claims Administrator, P.O. Box 5768, Portland, OR 97228-5768, or 877-\n757-6172.\n\n\nIf you are a Settlement Class Member, in order to share in the distribution of the Net\nSettlement Fund, you must submit a Proof of Claim and Release form (\"Proof of Claim\")\nonline at www.GatosSecuritiesLitigation.com or by mail postmarked no later than June 19,\n2024. Failure to timely submit a Proof of Claim will subject your claim to possible rejection\nand may preclude you from receiving any payment from the Settlement.\n\n\nIf you desire to be excluded from the Settlement Class, you must submit a request for\nexclusion electronically submitted or postmarked by May 5, 2024, in the manner and form\nexplained in the detailed Long-Form Notice referred to above. All Members of the Settlement\nClass who do not timely and validly request exclusion from the Settlement Class will be\nbound by any judgment entered in the Litigation pursuant to the terms and conditions of the\nStipulation.\n\n\n \uf045\n\f Case No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 26 ofFee\nAny objection to the Settlement, Lead Counsel's 39 and Expense Application, and/or the\n\nproposed Plan of Allocation must be mailed or delivered to the Clerk of Court and counsel for\nthe Parties at the addresses below such that it is received no later than May 10, 2024:\n\n\nCourt:\nClerk of the Court\nUNITED STATES DISTRICT COURT\nDISTRICT OF COLORADO\nAlfred A. Arraj United States Courthouse, Room A105\n901 19th Street\nDenver, CO 80294-3589\n\n\nCounsel for Plaintiffs:\nJoseph A. Fonti\nBLEICHMAR FONTI & AULD LLP\nTimes Square Tower\n7 Times Square, 27th Floor\nNew York, NY 10036\ngatossettlement@bfalaw.com\n\n\nCounsel for Gatos and the Individual Defendants:\nMichael S. Flynn\nDAVIS POLK & WARDWELL LLP\n450 Lexington Avenue\nNew York, NY 10017\n\n\nCounsel for the Underwriter Defendants:\nAudra J. Soloway\nPAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP\n1285 Avenue of the Americas\nNew York, NY 10019\n\n\n\n \uf045\n\f Case No. 1:22-cv-00453-PAB-KAS\n Document 91-4 filed 04/26/24 USDC Colorado\nPLEASE DO NOT CONTACT THE COURT ORpgTHE\n 27 ofCLERK'S\n 39 OFFICE REGARDING THIS NOTICE. If\nyou have any questions about the Settlement, you may contact counsel for Plaintiffs at the\naddress listed above, email gatossettlement@bfalaw.com, call (888) 879-9418, or go to the\nfollowing website: www.GatosSecuritiesLitigation.com.\n\n\nURL: www.GatosSecuritiesLitigation.com\n\n\nSOURCE Bleichmar Fonti & Auld LLP\n\n\n\n\n \uf045\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 28 of 39\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 29 of 39\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 30 of 39\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 31 of 39\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 32 of 39\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 33 of 39\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 34 of 39\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 35 of 39\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 36 of 39\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 37 of 39\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 38 of 39\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-4 filed 04/26/24 USDC Colorado\n pg 39 of 39\n\f","ocr_status":1,"date_upload":"2026-06-25T03:47:19.077316-07:00","document_number":"91","attachment_number":4,"pacer_doc_id":"039011255184","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Ex. D - Kimball Declaration","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/483990565/","id":483990565,"tags":[],"absolute_url":"/docket/63118954/91/5/bilinsky-v-gatos-silver-inc/","date_created":"2026-06-25T03:46:29.597961-07:00","date_modified":"2026-06-26T03:23:29.998143-07:00","sha1":"72c47132c9380b13e4210d11407d4253f23f2433","page_count":13,"file_size":765257,"filepath_local":"recap/gov.uscourts.cod.213364/gov.uscourts.cod.213364.91.5.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cod.213364/gov.uscourts.cod.213364.91.5.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" EXHIBIT E\n\nDeclaration of Kyle S. Bingham on Implementation of CAFA Notice\n\f UNITED STATES DISTRICT COURT\n FOR THE DISTRICT OF COLORADO\n\n\nCivil Action No. 1:22-cv-00453-PAB-KLM\n\nMICHAEL BILINSKY, Individually and On Behalf of All Others Similarly Situated,\n\n Plaintiff,\nv.\n\nGATOS SILVER, INC.,\nSTEPHEN ORR,\nROGER JOHNSON,\nPHILIP PYLE,\nJANICE STAIRS,\nALI ERFAN,\nIGOR GONZALES,\nKARL HANNEMAN,\nDAVID PEAT,\nCHARLES HANSARD, and\nDANIEL MU\u00d1IZ QUINTANILLA,\n\n Defendants.\n\n\nDECLARATION OF KYLE S. BINGHAM ON IMPLEMENTATION OF CAFA NOTICE\n\nI, KYLE S. BINGHAM, hereby declare and state as follows:\n\n 1. My name is KYLE S. BINGHAM. I am over the age of 25 and I have personal\n\nknowledge of the matters set forth herein, and I believe them to be true and correct.\n\n 2. I am the Director of Legal Noticing for Epiq Class Action & Claims Solutions,\n\nInc. (\u201cEpiq\u201d), a firm that specializes in designing, developing, analyzing and implementing large-\n\nscale, un-biased, legal notification plans. I have overseen and handled Class Action Fairness Act\n\n(\u201cCAFA\u201d) notice mailings for more than 400 class action settlements.\n\n 3. Epiq is a firm with more than 25 years of experience in claims processing and\n\nsettlement administration. Epiq\u2019s class action case administration services include coordination\n\n\n\n DECLARATION OF KYLE S. BINGHAM ON IMPLEMENTATION OF CAFA NOTICE\n\fof all notice requirements, design of direct-mail notices, establishment of fulfillment services,\n\nreceipt and processing of opt-outs, coordination with the United States Postal Service (\u201cUSPS\u201d),\n\nclaims database management, claim adjudication, funds management and distribution services.\n\n 4. The facts in this Declaration are based on what I personally know, as well as\n\ninformation provided to me in the ordinary course of my business by my colleagues at Epiq.\n\n CAFA NOTICE IMPLEMENTATION\n 5. At the direction of counsel for Defendant(s) Gatos Silver, Inc., Stephen Orr,\n\nRoger Johnson, Philip Pyle, Janice Stairs, Ali Erfan, Igor Gonzales, Karl Hanneman, David Peat,\n\nCharles Hansard, Daniel Mu\u00f1iz Quintanilla, BMO Capital Markets Corp., Goldman Sachs & Co.\n\nLLC, RBC Capital Markets, LLC, Canaccord Genuity Corp., and CIBC World Markets Corp.,\n\n57 federal and state officials (the Attorney General of the United States and the Attorneys\n\nGeneral of each of the 50 states, the District of Columbia, and the United States Territories) were\n\nidentified to receive CAFA notice.\n\n 6. Epiq maintains a list of these federal and state officials with contact information\n\nfor the purpose of providing CAFA notice. Prior to mailing, the names and addresses selected\n\nfrom Epiq\u2019s list were verified, then run through the Coding Accuracy Support System (\u201cCASS\u201d)\n\nmaintained by the United States Postal Service (\u201cUSPS\u201d).1\n\n 7. On July 19, 2023, Epiq sent 57 CAFA Notice Packages (\u201cNotice\u201d). The Notice\n\nwas mailed via USPS Certified Mail to 55 officials (the Attorneys General of 49 states, the\n\nDistrict of Columbia, and the United States Territories). As per the direction of the Office of the\n\nNevada Attorney General, the Notice was sent to the Nevada Attorney General electronically via\n\n1\n CASS improves the accuracy of carrier route, 5-digit ZIP\u00ae, ZIP + 4\u00ae and delivery point codes\nthat appear on mail pieces. The USPS makes this system available to mailing firms who want to\nimprove the accuracy of postal codes, i.e., 5-digit ZIP\u00ae, ZIP + 4\u00ae, delivery point (DPCs), and\ncarrier route codes that appear on mail pieces.\n\n DECLARATION OF KYLE S. BINGHAM ON IMPLEMENTATION OF CAFA NOTICE\n 2\n\femail. The Notice was also sent via United Parcel Service (\u201cUPS\u201d) to the Attorney General of\n\nthe United States. The CAFA Notice Service List (USPS Certified Mail, Email, and UPS) is\n\nincluded as Attachment 1.\n\n 8. The materials sent to the federal and state officials included a Cover Letter, which\n\nprovided notice of the proposed Settlement of the above-captioned case. The Cover Letter is\n\nincluded as Attachment 2.\n\n 9. The cover letter was accompanied by a CD, which included the following:\n\n a. Per 28 U.S.C. \u00a7 1715(b)(1) \u2013 Complaint and Any Amended\n Complaints:\n\n \u2022 Class Action Complaint for Violations of the Federal Securities Laws\n (filed February 22, 2022); and\n\n \u2022 Amended Class Action Complaint for Violations of the Securities Laws\n (filed August 15, 2022).\n b. Per 28 U.S.C. \u00a7 1715(b)(3) \u2013 Notification to Class Members:\n\n \u2022 Settlement Notice (Exhibit A-1 to the Stipulation and Agreement of\n Settlement);\n\n \u2022 Long Form Notice of Pendency and Proposed Settlement of Class Action\n (Exhibit A-2 to the Stipulation and Agreement of Settlement);\n\n \u2022 Proof of Claim and Release (Exhibit A-3 to the Stipulation and\n Agreement of Settlement); and\n\n \u2022 Summary Notice (Exhibit A-4 to the Stipulation and Agreement of\n Settlement).\n c. Per 28 U.S.C. \u00a7 1715(b)(4) \u2013 Class Action Settlement Agreement: The\n following documents were included:\n\n \u2022 Stipulation of Settlement;\n\n o [Proposed] Order Preliminarily Approving Settlement and\n Providing For Class Notice (Exhibit A to the Stipulation and\n Agreement of Settlement);\n\n\n\n\n DECLARATION OF KYLE S. BINGHAM ON IMPLEMENTATION OF CAFA NOTICE\n 3\n\f o [Proposed] Final Judgment Approving Settlement (Exhibit B to the\n Stipulation and Agreement of Settlement);\n\n \u2022 Plaintiffs\u2019 Unopposed Motion for Preliminary Approval of Class\n Settlement and Authorization to Disseminate Notice of Settlement;\n and\n\n \u2022 Declaration of Morgan Kimball in Support of Plaintiffs\u2019 Unopposed\n Motion for Preliminary Approval of Class Settlement and\n Authorization to Disseminate Notice of Settlement.\n\n I declare under penalty of perjury that the foregoing is true and correct. Executed on\n\nJuly 19, 2023.\n\n\n\n\n ______________________\n KYLE S. BINGHAM\n\n\n\n\n DECLARATION OF KYLE S. BINGHAM ON IMPLEMENTATION OF CAFA NOTICE\n 4\n\fAttachment 1\n\f CAFA Notice Service List\n USPS Certified Mail\n\nCompany FullName Address1 Address2 City State Zip\nOffice of the Attorney General Treg Taylor 1031 W 4th Ave Suite 200 Anchorage AK 99501\nOffice of the Attorney General Steve Marshall 501 Washington Ave Montgomery AL 36104\nOffice of the Attorney General Tim Griffin 323 Center St Suite 200 Little Rock AR 72201\nOffice of the Attorney General Kris Mayes 2005 N Central Ave Phoenix AZ 85004\nOffice of the Attorney General CAFA Coordinator Consumer Protection Section 455 Golden Gate Ave Suite 11000 San Francisco CA 94102\nOffice of the Attorney General Phil Weiser Ralph L Carr Colorado Judicial Center 1300 Broadway Fl 10 Denver CO 80203\nOffice of the Attorney General William Tong 165 Capitol Ave Hartford CT 06106\nOffice of the Attorney General Brian Schwalb 400 6th St NW Washington DC 20001\nOffice of the Attorney General Kathy Jennings Carvel State Bldg 820 N French St Wilmington DE 19801\nOffice of the Attorney General Ashley Moody State of Florida The Capitol PL-01 Tallahassee FL 32399\nOffice of the Attorney General Chris Carr 40 Capitol Square SW Atlanta GA 30334\nDepartment of the Attorney General Anne E Lopez 425 Queen St Honolulu HI 96813\nIowa Attorney General Brenna Bird Hoover State Office Building 1305 E Walnut St Des Moines IA 50319\nOffice of the Attorney General Raul Labrador 700 W Jefferson St Ste 210 PO Box 83720 Boise ID 83720\nOffice of the Attorney General Kwame Raoul 100 W Randolph St Chicago IL 60601\nOffice of the Indiana Attorney General Todd Rokita Indiana Government Center South 302 W Washington St Rm 5 Indianapolis IN 46204\nOffice of the Attorney General Kris Kobach 120 SW 10th Ave 2nd Fl Topeka KS 66612\nOffice of the Attorney General Daniel Cameron 700 Capitol Ave Suite 118 Frankfort KY 40601\nOffice of the Attorney General Jeff Landry PO Box 94005 Baton Rouge LA 70804\nOffice of the Attorney General Andrea Campbell 1 Ashburton Pl 20th Fl Boston MA 02108\nOffice of the Attorney General Anthony G Brown 200 St Paul Pl Baltimore MD 21202\nOffice of the Attorney General Aaron Frey 6 State House Station Augusta ME 04333\nDepartment of Attorney General Dana Nessel PO BOX 30212 Lansing MI 48909\nOffice of the Attorney General Keith Ellison 445 Minnesota St Ste 1400 St Paul MN 55101\nMissouri Attorney General's Office Andrew Bailey 207 West High Street PO Box 899 Jefferson City MO 65102\nMississippi Attorney General Lynn Fitch PO Box 220 Jackson MS 39205\nOffice of the Attorney General Austin Knudsen 215 N Sanders 3rd Fl PO Box 201401 Helena MT 59620\nAttorney General's Office Josh Stein 9001 Mail Service Ctr Raleigh NC 27699\nOffice of the Attorney General Drew H Wrigley 600 E Boulevard Ave Dept 125 Bismarck ND 58505\nNebraska Attorney General Mike Hilgers 2115 State Capitol PO Box 98920 Lincoln NE 68509\nOffice of the Attorney General John Formella NH Department of Justice 33 Capitol St Concord NH 03301\nOffice of the Attorney General Matthew J Platkin 25 Market Street PO Box 080 Trenton NJ 08625\nOffice of the Attorney General Raul Torrez 408 Galisteo St Villagra Bldg Santa Fe NM 87501\nOffice of the Attorney General CAFA Coordinator 28 Liberty Street 15th Floor New York NY 10005\nOffice of the Attorney General Dave Yost 30 E Broad St Fl 14 Columbus OH 43215\nOffice of the Attorney General Gentner Drummond 313 NE 21st St Oklahoma City OK 73105\nOffice of the Attorney General Ellen F Rosenblum Oregon Department of Justice 1162 Court St NE Salem OR 97301\nOffice of the Attorney General Michelle A. Henry 16th Fl Strawberry Square Harrisburg PA 17120\nOffice of the Attorney General Peter F Neronha 150 S Main St Providence RI 02903\nOffice of the Attorney General Alan Wilson PO Box 11549 Columbia SC 29211\nOffice of the Attorney General Marty Jackley 1302 E Hwy 14 Ste 1 Pierre SD 57501\nOffice of the Attorney General Jonathan Skrmetti PO Box 20207 Nashville TN 37202\nOffice of the Attorney General Ken Paxton PO Box 12548 Austin TX 78711\nOffice of the Attorney General Sean D Reyes PO Box 142320 Salt Lake City UT 84114\nOffice of the Attorney General Jason S Miyares 202 N 9th St Richmond VA 23219\nOffice of the Attorney General Charity R Clark 109 State St Montpelier VT 05609\nOffice of the Attorney General Bob Ferguson 800 5th Ave Ste 2000 Seattle WA 98104\nOffice of the Attorney General Josh Kaul PO Box 7857 Madison WI 53707\nOffice of the Attorney General Patrick Morrisey State Capitol Complex Bldg 1 Room E 26 1900 Kanawha Blvd E Charleston WV 25305\nOffice of the Attorney General Bridget Hill 109 State Capital Cheyenne WY 82002\nDepartment of Legal Affairs Fainu\u2019ulei Falefatu Ala\u2019ilima-Utu American Samoa Gov't Exec Ofc Bldg Utulei Territory of American Samoa Pago Pago AS 96799\nAttorney General Office of Guam Douglas Moylan Administrative Division 590 S Marine Corps Dr Ste 901 Tamuning GU 96913\nOffice of the Attorney General Edward Manibusan Administration Bldg PO Box 10007 Saipan MP 96950\nPR Department of Justice Domingo Emanuelli Hern\u00e1ndez PO Box 9020192 San Juan PR 00902\nDepartment of Justice Ariel K Smith 3438 Kronprindsens Gade Ste 2 GERS BLDG St Thomas VI 00802\n\f CAFA Notice Service List\n Email\nCompany Contact Format State\nOffice of the Attorney General for Nevada All documents sent to NV AG at their dedicated CAFA email inbox. NV\n\n\n\n\n 1\n\f CAFA Notice Service List\n UPS\nCompany FullName Address1 Address2 City State Zip\nUS Department of Justice Merrick B. Garland 950 Pennsylvania Ave NW Washington DC 20530\n\fAttachment 2\n\f CAFA NOTICE ADMINISTRATOR\n HILSOFT NOTIFICATIONS\n 10300 SW Allen Blvd\n Beaverton, OR 97005\n P 503-350-5800\n DL-CAFA@epiqglobal.com\n\nJuly 19, 2023\n\nVIA UPS OR USPS CERTIFIED MAIL\n\n Class Action Fairness Act \u2013 Notice to Federal and State Officials\n\nDear Federal and State Officials:\n\nPursuant to the Class Action Fairness Act of 2005 (\u201cCAFA\u201d), codified at 28 U.S.C. \u00a7 1715, please\nfind enclosed information from Defendants Gatos Silver, Inc., Stephen Orr, Roger Johnson, Philip\nPyle, Janice Stairs, Ali Erfan, Igor Gonzales, Karl Hanneman, David Peat, Charles Hansard, Daniel\nMu\u00f1iz Quintanilla, BMO Capital Markets Corp., Goldman Sachs & Co. LLC, RBC Capital Markets,\nLLC, Canaccord Genuity Corp., and CIBC World Markets Corp. relating to the proposed settlement\nof a class action lawsuit.\n\n \u2022 Case: Bilinsky v. Gatos Silver Inc., et al, Case No. 1:22-cv-00453-PAB-KLM.\n\n \u2022 Court: United States District Court for the District of Colorado.\n\n \u2022 Defendants: Gatos Silver, Inc., Stephen Orr, Roger Johnson, Philip Pyle, Janice Stairs, Ali\n Erfan, Igor Gonzales, Karl Hanneman, David Peat, Charles Hansard, and Daniel Mu\u00f1iz\n Quintanilla, BMO Capital Markets Corp., Goldman Sachs & Co. LLC, RBC Capital Markets,\n LLC, Canaccord Genuity Corp., and CIBC World Markets Corp.\n\n \u2022 Documents Enclosed: In accordance with the requirements of 28 U.S.C. \u00a7 1715, please find\n copies of the following documents associated with this action on the enclosed CD:\n\n 1. Per 28 U.S.C. \u00a7 1715(b)(1) \u2013 Complaint and Any Amended Complaints:\n a. Class Action Complaint for Violations of the Federal Securities Laws (filed\n February 22, 2022); and\n b. Amended Class Action Complaint for Violations of the Securities Laws (filed\n August 15, 2022).\n 2. Per 28 U.S.C. \u00a7 1715(b)(2) \u2013 Notice of Any Scheduled Judicial Hearing: The Court has\n not scheduled a preliminary approval hearing or a final approval hearing or any other\n judicial hearing concerning the settlement agreement at this time.\n 3. Per 28 U.S.C. \u00a7 1715(b)(3) \u2013 Notification to Class Members: Forms of Notice.\n a. Settlement Notice (Exhibit A-1 to the Stipulation and Agreement of Settlement);\n b. Long Form Notice of Pendency and Proposed Settlement of Class Action\n (Exhibit A-2 to the Stipulation and Agreement of Settlement);\n\f CAFA NOTICE ADMINISTRATOR\n HILSOFT NOTIFICATIONS\n 10300 SW Allen Blvd\n Beaverton, OR 97005\n P 503-350-5800\n DL-CAFA@epiqglobal.com\n\n c. Proof of Claim and Release (Exhibit A-3 to the Stipulation and Agreement of\n Settlement); and\n d. Summary Notice (Exhibit A-4 to the Stipulation and Agreement of Settlement).\n4. Per 28 U.S.C. \u00a7 1715(b)(4) \u2013 Class Action Settlement Agreement: The following\n documents are included:\n\n \u2022 Stipulation of Settlement;\n o [Proposed] Order Preliminarily Approving Settlement and Providing For Class\n Notice (Exhibit A to the Stipulation and Agreement of Settlement);\n o [Proposed] Final Judgment Approving Settlement (Exhibit B to the Stipulation and\n Agreement of Settlement);\n\n \u2022 Plaintiffs\u2019 Unopposed Motion for Preliminary Approval of Class Settlement and\n Authorization to Disseminate Notice of Settlement; and\n\n \u2022 Declaration of Morgan Kimball in Support of Plaintiffs\u2019 Unopposed Motion for\n Preliminary Approval of Class Settlement and Authorization to Disseminate Notice of\n Settlement.\n5. Per 28 U.S.C. \u00a7 1715(b)(5) \u2013 Any Settlement or Other Agreements: Pursuant to\n Paragraph 8.4 of the Stipulation and Agreement of Settlement, a separate Opt-Out\n Agreement has been entered into between Lead Counsel and Gatos\u2019s Counsel and was not\n filed with the Court. As is customary in class action settlements, the purpose of the Opt-\n Out Agreement is to provide Defendants with the option to terminate the Settlement\n Agreement if timely requests for exclusion from the settlement class are submitted by\n eligible settlement class members who meet the conditions set forth in the Opt-Out\n Agreement exceed a confidential threshold. It is typical for agreements of this nature to\n remain confidential because, as explained by a leading treatise dealing with complex\n litigation, \u201c[k]nowledge of the specific number of opt outs that will vitiate a settlement\n might encourage third parties to solicit class members to opt out.\u201d David F. Herr,\n MANUAL FOR COMPLEX LITIGATION \u00a7 21.631 (4th ed.). There are no other\n Settlements or Agreements between the parties.\n6. Per 28 U.S.C. \u00a7 1715(b)(6) \u2013 Final Judgment or Notice of Dismissal: To date, the\n Court has not issued a final order, judgment, or dismissal in the above-referenced action.\n7. Per 28 U.S.C. \u00a7 1715(b)(7) \u2013 Estimate of Class Members: CAFA requires Defendants\n to provide, \u201cif feasible, the names of class members who reside in each State and the\n estimated proportionate share of the claims of such members to the entire settlement to that\n state\u2019s appropriate State official.\u201d 28 U.S.C. \u00a7 1715(b)(7)(A). If it is not feasible to\n provide that information, CAFA requires a \u201creasonable estimate\u201d from the Defendants. 28\n U.S.C. \u00a7 1715(b)(7)(B).\n\f CAFA NOTICE ADMINISTRATOR\n HILSOFT NOTIFICATIONS\n 10300 SW Allen Blvd\n Beaverton, OR 97005\n P 503-350-5800\n DL-CAFA@epiqglobal.com\n\n As is typical with a securities settlement, Defendants do not have access to information\n sufficient to identify the names of all settlement class members who reside in each state or\n to estimate proportionate shares of their claims to the entire settlement. It is also not\n feasible for Defendants to provide an estimate of the number of class members residing in\n each state or the estimated proportionate share of each class member\u2019s claims to the entire\n settlement.\n 8. 28 U.S.C. \u00a7 1715(b)(8) \u2013 Judicial Opinions Related to the Settlement: To date, the\n Court has not issued a final order or judgment in the above-referenced action.\n\nIf you have questions or concerns about this notice or the enclosed materials, please contact this\noffice.\n\nSincerely,\n\nCAFA Notice Administrator\n\nEnclosures\n\f","ocr_status":2,"date_upload":"2026-06-25T03:47:25.889508-07:00","document_number":"91","attachment_number":5,"pacer_doc_id":"039011255185","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Ex. E - Bingham Declaration","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/483990566/","id":483990566,"tags":[],"absolute_url":"/docket/63118954/91/6/bilinsky-v-gatos-silver-inc/","date_created":"2026-06-25T03:46:29.611530-07:00","date_modified":"2026-06-26T03:24:39.681063-07:00","sha1":"c2abae7766b89e9017b4a96e44bda3e3b97b830b","page_count":65,"file_size":17598218,"filepath_local":"recap/gov.uscourts.cod.213364/gov.uscourts.cod.213364.91.6.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cod.213364/gov.uscourts.cod.213364.91.6.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\npg 1 of 65\n\nEXHIBIT F\n\nDeclaration of Joseph A. Fonti in Support of Lead Counsel and\nWTO?\u2019s Motion for Awards of Attorneys\u2019 Fees, Litigation Expenses,\nand Reasonable Costs and Expenses to Plaintiffs,\n\nFiled on Behalf of Bleichmar Fonti & Auld LLP\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\npg 2 of 65\n\nUNITED STATES DISTRICT COURT\nFOR THE DISTRICT OF COLORADO\n\nCivil Action No. 1:22-cv-00453-PAB-KAS\n\nMICHAEL BILINSKY, Individually and on Behalf of All Others\nSimilarly Situated,\n\nPlaintiff,\n\nVv.\n\nGATOS SILVER, INC.,\nSTEPHEN ORR,\n\nROGER JOHNSON,\nPHILIP PYLE,\n\nJANICE STAIRS,\n\nALI ERFAN,\n\nIGOR GONZALES,\n\nKARL HANNEMAN,\nDAVID PEAT,\n\nCHARLES HANSARD, and\nDANIEL MUNIZ QUINTANILLA,\n\nDefendants.\n\nDECLARATION OF JOSEPH A. FONTI IN SUPPORT OF LEAD COUNSEL AND\nWTO\u2019S MOTION FOR AWARDS OF ATTORNEYS\u2019 FEES, LITIGATION EXPENSES,\nAND REASONABLE COSTS AND EXPENSES TO PLAINTIFFS,\n\nFILED ON BEHALF OF BLEICHMAR FONTI & AULD LLP\n\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\npg 3 of 65\n\nJOSEPH A. FONTI declares under penalty of perjury, pursuant to 28 U.S.C. \u00a7 1746, that\nthe following is true:\n\n1. I am a partner at Bleichmar Fonti & Auld LLP (\u201cBFA\u201d or \u201cLead Counsel\u2019), the\nCourt-appointed Lead Counsel and Class Counsel in the above-captioned Action (the \u201cAction\u2019).!\n\n2. I submit this Declaration in support of Lead Counsel and WTO\u2019s Motion for\nAwards of Attorneys\u2019 Fees, Litigation Expenses, and Reasonable Costs and Expenses to Plaintiffs.\nI have personal knowledge of the matters set forth herein based on my active participation in the\nprosecution and settlement of the Action.\n\n1 BFA\u2019S WORK, RATES, AND LODESTAR\n\n3. BFA is highly qualified and experienced in prosecuting securities class actions, as\nwell as shareholder derivative actions and complex antitrust and consumer class actions. Attached\nhereto as Exhibit 1 is BFA\u2019s firm resume, which includes biographical information about\nattorneys and staff members and information about the firm\u2019s philosophy, organization, and\nsuccesses.\n\n4. Attached hereto as Exhibit 2 is a list of BFA attorneys and professional support\nstaff for whom fees are sought in this Action. Exhibit 2 also provides further information about\n\neach individual\u2019s qualifications, experience, and role in the litigation.\n\n' Capitalized terms not defined herein have the meanings stated in the Amended Class Action\nComplaint for Violations of the Securities Laws (ECF 54), the Stipulation and Agreement of\nSettlement dated September 12, 2023 (ECF 85-1), and the Joint Declaration of Joseph A. Fonti\nand Kathryn A. Reilly in Support of: (1) Plaintiffs\u2019 Motion for Final Approval of the Settlement\nand Approval of the Plan of Allocation and (II) Lead Counsel and WTO\u2019s Motion for Awards of\nAttorneys\u2019 Fees, Litigation Expenses, and Reasonable Costs and Expenses to Plaintiffs\n(the \u201cJoint Declaration\u201d or \u201cJoint Decl.\u201d).\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\npg 4 of 65\n\n5. As Lead Counsel in this Action, BFA performed the majority of the work necessary\nto prosecute the Action. That work is further detailed in the Joint Declaration filed\ncontemporaneously herewith, which also provides the amount of time and lodestar BFA devoted\nto the Action during each phase of the litigation.\n\n6. Table 1 below is a schedule summarizing the amount of time spent by each of\nBFA\u2019s attorneys and professional support staff from the Action\u2019s inception through and including\nApril 19, 2024, the rates applicable to each individual, and a lodestar calculation for each\nindividual.\n\n7. Table 1 is based on contemporaneous time records prepared and maintained by\nBFA in the ordinary course. As the lead partner responsible for supervising BFA\u2019s work on this\ncase, I supervised the review of these time records to prepare this declaration. The purpose of this\nreview was to confirm both the accuracy of the time entries and the necessity for, and\nreasonableness of, the time committed to the Action. Table 1 excludes all time concerning fee and\nexpense award matters.\n\n8. Following the review and the adjustments made, as set forth in Table 1, BFA\nattorneys and professional support staff devoted 1,981.95 hours to this Action from inception\nthrough April 19, 2024. The total lodestar reflected in Table 1 for that period is $1,687,409. I\nbelieve that the time reflected in BFA\u2019s lodestar calculation, as set forth herein, is reasonable in\n\namount and was necessary for the effective and efficient prosecution and resolution of the Action.\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-6\n\npg 5 of 65\n\nTABLE 1\n\nfiled 04/26/24\n\n$950\n\nUSDC Colorado\n\nGeorge Bauer Partner 10.25 $9,738\nJavier Bleichmar Partner 18.70 $1,250 $23,375\nBenjamin Burry Partner 294.55 $950 $279,822\nChristopher Capuozzo | Director, Client Data and 22.80 $475 $10,830\nClaims\nNicholas Dennany Associate 41.85 $695 $29,086\nJeffrey Esperance Data Analyst 10.50 $375 $3,937\nMasiel Feliz Paralegal 46.65 $395 $18,427\nJoseph Fonti Partner 212.50 $1,250 $265,625\nWilliam Green Associate 62.70 $650 $40,755\nMathew Hough Former Associate 180.75 $665 $120,198\nKayla Kershen Former Law Clerk 27.00 $365 $9,855\nEvan Kubota Partner 522.20 $950 $496,090\nNancy Kulesa Partner 2.00 $995 $1,990\nElaine Rivera Senior Data Analyst 9.00 $375 $3,375\nMichael Russo Director of Operations 16.25 $495 $8,044\nRoss Shikowitz Partner 87.70 $950 $83,315\nSara Simnowitz Special Counsel 2.75 $895 $2,461\nThayne Stoddard Associate 195.05 $795 $155,065\nUmang Suhalka Data Analyst 2.00 $395 $790\nFranklyn Williams Senior Projects Associate 216.75 $575 $124,631\nTOTALS 1,981.95 $1,687,409\n9. As reflected in Table 1, the hourly rates for BFA attorneys and professional support\n\nstaff range from $365 to $1,250. Current rates are used for current personnel; for attorneys and\n\nprofessional support staff who are no longer employed by BFA, the hourly rate used is the hourly\n\nrate for such employee in his or her final year of employment by BFA.\n\n10. | BFA\u2019s rates are the usual and customary rates set by BFA for each individual.\n\nDifferent timekeepers within the same employment category (e.g., partner, associate) may have\n\ndifferent rates depending on their respective years of experience, years at the firm, years in current\n\nposition, relevant experience, relevant expertise, and/or rates of similarly situated individuals at\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\npg 6 of 65\n\nBFA or at peer firms. BFA\u2019s rates are comparable to the rates set by peer firms for attorneys and\nstaff of similar skill and experience.\n\n11. My firm\u2019s lodestar figures are based upon our billing rates, which rates do not\ninclude charges for expense items. Expense items are billed separately and such charges are not\nduplicated in my firm\u2019s billing rates.\n\n12. Courts across the country have consistently held that BFA\u2019s hourly rates are\nreasonable. See, e.g., Police Ret. Sys. of St. Louis v. Granite Constr. Inc., No. C 19-04744 WHA,\n2022 WL 816473, at *9 (N.D. Cal. Mar. 17, 2022) (\u201cThis order accepts [BFA\u2019s] claimed rates as\ngenerally tracking the going rate for those with the same levels of skill and experience in our\ngeographic region.\u201d); Settlement Approval Hearing Transcript, /n re Teva Sec. Litig., No. 3:17-\ncv-00558 (SRU) (D. Conn.) (June. 2, 2022), 28-29 (granting fee award requested and accepting\nBFA\u2019s rates as reasonable).\n\nI. EXPENSES\n\n13. BFA is seeking an award of $226,314 in expenses incurred by all Plaintiffs\u2019\nCounsel in the prosecution of the Action. In incurring these expenses, Plaintiffs\u2019 Counsel was\nmotivated to proceed efficiently, as they might not recover any of these expenses if the litigation\nwas unsuccessful, and in all events any recovery would only occur after a favorable resolution,\nwhich could (and did) take an extended period of time.\n\n14. The expenses and charges incurred by BFA are summarized below in Table 2:\u201d\n\n2 WTO separately incurred $227 in computer research expenses. (See Ex. G11.)\n\fCase No. 1:22-cv-00453-PAB-KAS Document 91-6\n\nfiled 04/26/24 USDC Colorado\n\npg 7 of 65\nTABLE 2\nA 6): AWW LO\n\nComputer Research $1,876\nExpert Fees $87,078\n\nGlobal Economics Group, LLC $48,212\n\nHemming Morse, LLP $33,916\n\nIMS Consulting and Expert Services LLC $4,950\nLitigation Support Vendor Fees $30,926\nOutside Counsel $91,899\nMediation Fees $9,475\nPostage and Overnight Mail $24\nService and Filing Fees $1,127\nAccommodations $1,076\nMeals $150\nLocal Transportation $155\nOut-of-Town Transportation $1,889\nMiscellaneous $412\nTOTAL $226,087\n\n15. The information provided in Table 2 is based on information maintained\n\ncontemporaneously and in the ordinary course by BFA, including receipts, invoices, expense\nvouchers, check records, and similar documents. As the lead partner supervising Plaintiffs\u2019\nCounsel\u2019s work in the Action, I supervised and participated in the review of this supporting\ndocumentation to confirm the accuracy of the expenses incurred, as well as the reasonableness of\nand necessity for those expenses.\n16. The following provides additional information regarding the expenses set forth in\nTable 2:\na. Computer Research: $1,876. This category includes vendors such as\nPACER and Thomson Reuters. These resources were used to obtain access to legal research,\nfactual databases, and for cite-checking of briefs. This expense represents the expense incurred\n\nby BFA for use of these services in connection with the Action. The charges for these vendors\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\npg 8 of 65\n\nvary depending upon the type of services requested. For example, BFA has flat-rate contracts with\nsome of these providers for use of their services. When BFA utilizes online services provided by\na vendor with a flat-rate contract, access to the service is by a billing code entered for the specific\ncase being litigated. At the end of each billing period in which such service is used, BFA\u2019s costs\nfor such services are allocated to specific cases based on the percentage of use in connection with\nthat specific case in the billing period.\n\nb. Expert Fees: $87,078. This category includes the fees incurred for the\nfollowing services:\n\ni. Global Economics Group, LLC: $48,212. Global Economics\nGroup, LLC provided consulting advice concerning damages.\n\nil. Hemming Morse, LLP: $33,916. Hemming Morse LLP provided\nconsulting advice regarding forensic accounting issues in connection with the\nAmended Complaint.\n\niil. IMS Consulting and Expert Services LLC: $4,950. IMS Consulting\nand Expert Services LLC provided consulting advice regarding technical mining issues in\nconnection with the Amended Complaint.\n\nC. Litigation Support Vendor Fees: $30,926. This category includes vendors\nwho provided investigative services concerning former Gatos employees in connection with the\nAmended Complaint.\n\nd. Outside Counsel: $91,899. This category includes counsel retained to\nrepresent a former Gatos employee who provided information concerning the allegations in the\n\nAmended Complaint.\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\npg 9 of 65\n\ne. Mediation Fees: $9,475. Plaintiffs\u2019 Counsel incurred fees for the services\nof JAMS and Robert A. Meyer in connection with the mediation of the Action.\n\nf. Postage and Overnight Mail: $24. This category includes postage and\noutside vendor fees for messenger services and overnight delivery.\n\ng. Service and Filing Fees: $1,127. This category includes Court filing fees.\n\nh. Accommodations: $1,076. This category includes case-related hotel\nexpenses incurred to attend the mediation session in Los Angeles, California on June 13, 2023.\n\ni. Meals: $150. This category includes meals during travel for the June 13,\n2023 mediation session.\n\nj. Local Transportation: $155. This category includes expenses incurred for\ncar service when traveling for the June 13, 2023 mediation session.\n\nk. Out-of-Town Transportation: $1,889. This category includes travel\nexpenses incurred to attend the mediation session in Los Angeles, California on June 13, 2023.\nThese expenses are limited to coach rates, in accordance with BFA firm policy.\n\nl. Miscellaneous: $412. This expense is a registration fee to attend a virtual\n\nmining industry conference at which Gatos personnel presented.\n\nDated: April 26, 2024\n\n8/ Joseph A. Fonti\nJoseph A. Fonti\n\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\npg 10 of 65\n\nEXHIBIT 1\n\nBilinsky v. Gatos Silver, Inc.,\nNo. 1:22-cv-00453-PAB-KAS\n\nBFA FIRM RESUME\n\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\npg 11 of 65\n\nmat 3-A\n\nMBL EICHMAR\nEE FONT! & AULD LLP\n\nFIRM RESUME\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\npg 12 of 65\nma\n&\n\nLLP\n\n| OVERVIEW\n\nBleichmar Fonti & Auld LLP (\u201cBFA\u201d or the \u201cFirm\u2019) is a leading class action law firm\nfounded in 2014 and based in New York City with additional offices in Oakland,\nCalifornia; Wilmington, Delaware; Toronto, Ontario; and Westchester, New York. The\nFirm focuses on securities fraud class actions and other investment and consumer-\nrelated matters on behalf of a wide range of domestic and international clients,\nincluding some of the largest institutional investors and asset managers in the world.\n\nSince 2014, BFA has recovered nearly $2 billion for investors. This track record\nreflects the long and extensive experience of the Firm\u2019s partners in the last two\ndecades prosecuting securities class actions. Indeed, BFA has repeatedly been in\nthe top 10 and 15 in total monetary recoveries in securities class actions. In 2022, for\nexample, BFA\u2019s $420 million settlement with Teva Pharmaceutical Industries, Ltd.\nwas number two in a list of the Top U.S. Shareholder Class Actions of 2022 as\nreported by ISS Insights, and, with BFA\u2019s $129 settlement with Granite Construction,\nInc., BFA was the only law firm to place twice on ISS\u2019 top 10 list for 2022 as sole lead\ncounsel. These results also placed BFA as a \u201cTop 5\u201d Plaintiff Law Firm based on\n2022 securities settlements achieved, as reported by ISS.\n\nBFA\u2019s founding partners have worked together for nearly two decades, recovering\nbillions of dollars for investors. In the last ten years, BFA\u2019s partners have represented\nlead plaintiffs in more than a dozen securities class actions. Our partners are\nsupported by a team recruited for their excellence and dedication to our practice, as\nthey carefully built a talented team who have collaborated for years, ensuring a\nwealth of experience to draw on for our clients.\n\nOur attorneys are nationally recognized as leading litigators in the field of securities\nlitigation, and our achievements have been profiled in a variety of national\npublications, including The Wall Street Journal, The New York Times, Law 360, the\nNational Law Journal\u2019s Plaintiffs\u2019 Hot List, Lawdragon, and The Lega/ 500. We are\nalso frequently asked to comment on breaking developments in financial fraud,\nsecurities, and other investment-related issues.\n\nFIRM RESUME 1\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\n\u2014 DEA\n\nMB LEICHMAR\nME FONT! & AULD LLP\n\n| SECURITIES LITIGATION HIGHLIGHTS\n\nBFA partners have represented lead plaintiffs in dozens of securities class actions,\nas well as investors in direct actions, including the cases featured below.\n\nOntario Teachers\u2019 Pension Plan Board, et al. v. Teva\nPharmaceutical Industries Ltd. et al.\n\ne District of Connecticut, No. 17-cv-00558\n\ne Clients: Ontario Teachers\u2019 Pension Plan Board a oj t-]msy-Vad(=1pal-la]\nand Anchorage Police and Fire Retirement ry LOM Uiilitota\nSystem\n\ne Attorneys: Joseph A. Fonti, Javier Bleichmar,\nEvan A. Kubota, Benjamin F. Burry, Sara Pildis\nSimnowitz, Thayne Stoddard\n\nBackground: Plaintiffs alleged that the company and its senior management made\nmaterially false and misleading statements that concealed that Teva had engaged in\na multi-year scheme to exponentially increase generic drug prices across its\nportfolio, in some instances by more than 1000%. Often, these increases were in\nlock-step with so-called competitors.\n\nBFA\u2019s Role: BFA was sole Lead Counsel for the Class and Court-appointed\nLead Plaintiff Ontario Teachers\u2019 and named plaintiff Anchorage Police and Fire\nRetirement System.\n\nStatus: On June 2, 2022, BFA secured final approval of the $420 million settlement\nafter five years of hard-fought litigation, including the Court\u2019s certification of the\nclass and the Second Circuit\u2019s denial of defendants\u2019 attempt to appeal class\ncertification, completing intensive fact and expert discovery, and preparing a\nsummary judgment motion. This represents the second largest class settlement in\nthe history of the District of Connecticut (where the case was pending), the fourth-\nlargest within the Second Circuit (excluding cases arising from restatements or the\n2008-09 financial crisis), and among the five largest securities settlements against a\npharmaceutical manufacturer. No objections were filed. BFA\u2019s effort required over\n77,000 hours of work, investing nearly $10 million in litigation and expert expenses,\nand navigating both Teva\u2019s financial distress and competing civil and criminal\nactions arising from the same alleged pricing conduct (including Teva USA\u2019s 2020\nindictment by the U.S. Department of Justice). The resulting $420 million settlement\nwas the first meaningful recovery related to this conduct.\n\nIn approving the settlement, Judge Underhill described Teva as \u201cthe most complex\nsecurities case I\u2019ve ever had\u201d and a \u201cremarkably complex\u201d case that \u201crequired\nanalysis of a very broad portfolio of drugs.\u201d Judge Underhill praised BFA\u2019s work,\n\nFIRM RESUME 2\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\nDEA\n\nMB LEICHMAR\nEE FONT! & AULDLLP\n\nstating, \u201cThe quality of the representation was excellent in the face of very quality\ndefense ... This was not a case that every law firm could handle, and | think it was\ndone exceptionally well.\u201d\n\nThe Police Retirement System of St. Louis v. Granite\nConstruction Incorporated, et al.\n\ne Northern District of California, No. 19-cv-04744\ne Client: The Police Retirement System of St. Louis Spe ilion\n\ne Attorneys: George N. Bauer, Javier Bleichmar,\nBenjamin F. Burry, Evan A. Kubota, Ross\nShikowitz, Sara Pildis Simnowitz, Thayne Stoddard\n\na Koy m=] oy-1941-V9al=\\ ales\n\nBackground: Plaintiffs alleged that Granite and its senior management fraudulently\nmisrepresented the impact of several of the company\u2019s largest joint venture\nconstruction projects on Granite\u2019s business. Specifically, plaintiffs asserted that\nGranite and its senior management understated the significant cost overruns and\nschedule delays the Company was experiencing as well as their impact on Granite\u2019s\nfinancial statements.\n\nBFA\u2019s Role: BFA was sole Lead Counsel for Court-appointed Lead Plaintiff the\nPolice Retirement System of St. Louis.\n\nStatus: The Court appointed the Police Retirement System of St. Louis on\nNovember 26, 2019 and approved its choice of BFA as Lead Counsel on January 16,\n2020. BFA filed an amended complaint on February 20, 2020. In May 2020, Judge\nAlsup denied defendants\u2019 motion to dismiss. In January 2021, Judge Alsup certified\nthe class, naming the Police Retirement System of St. Louis as class representative\nand BFA as class counsel. After beginning discovery and taking a number of\ndepositions, the parties reached a $129 million settlement.\n\nOn March 17, 2022, Judge Alsup granted final approval of the settlement. In\napproving the settlement, Judge Alsup noted that the \u201c$129 million settlement\nflowed from the hard work of class counsel, the discovery they took, the\ninvestigations they did, and their victories in court.\u201d He further observed that \u201cthe\n$129 million settlement is almost entirely the result of the hard work of class\ncounsel,\u201d that \u201c[c]lass counsel investigated this case in great depth,\u201d and that class\ncounsel\u2019s efforts \u201cplausibly led to a restatement\u201d whereby Granite admitted that its\nfinancial statements could no longer be relied upon.\n\nAt the time, the settlement was the third largest approved in the Northern District of\nCalifornia in the last decade. The settlement promises to compensate investors for\n20-30% of their estimated damages, which exceeds by nearly 400% the average\nrate of recovery in cases alleging claims under Section 10(b) of the Securities\nExchange Act of 1934.\n\nFIRM RESUME 3\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\n\u2014 DEA\n\nMB LEICHMAR\nME FONT! & AULD LLP\n\nIn re Citigroup Securities Litigation\ne Southern District of New York, No. 20-CV-9132\ne Client: Public Sector Pension Investment Board\nC\"PSP\")\n\ne Attorneys: Javier Bleichmar, Joseph A. Fonti,\nBenjamin F. Burry, Erin H. Woods, Thayne\nStoddard\n\n(OF 1X- Ws) t= 140\n\nex=Yarol are)\n\nBackground: Plaintiffs allege that Citigroup and its senior management\nmisrepresented and concealed that the company's internal controls and _ risk\nmanagement systems suffered from serious and longstanding deficiencies that\nexposed the Company to massive regulatory penalties that will cost significantly\nmore than $1 billion to remediate.\n\nBEA\u2019s Role: BFA is sole Lead Counsel for Court-appointed Lead Plaintiff PSP.\n\nStatus: The Court appointed PSP as Lead Plaintiff and approved its choice of BFA as\nLead Counsel on February 4, 2021. BFA filed an Amended Complaint on April 20,\n2021. The Court granted defendants\u2019 motion to dismiss on March 24, 2023. BFA filed\na motion to amend the complaint and a proposed Amended Class Action Complaint\non May 24, 2023.\n\nMTA v. Allianz Global Investors U.S., L.L.C.\ne Southern District of New York, No. 20-CV-7842\ne Client: Metropolitan Transportation Authority\ne Attorneys: Javier Bleichmar, George Bauer\n\nSY-10 a [=Yo|\n\nBackground: Since 2008, the Metropolitan Transportation Authority (\u201cMTA\u201d)\ninvested nearly $200 million in Allianz Global Investor\u2019s C\u201cAllianzGI\u201d) Structured\nAlpha funds. Due to AllianzGl\u2019s negligent and imprudent trading strategies and its\nfailure to implement adequate risk management procedures, despite its\ncommitment to do so, the MTA lost over 90% of its investment. AllianzGl\u2019s failure\ncost the MTA and similar institutional investors hundreds of millions of dollars.\n\nBFA\u2019s Role: BFA represented the MTA in their suit against AllianzGl.\n\nStatus: BFA filed a complaint against AllianzGl on behalf of the MTA in September\n2020. On September 30, 2021, the Court denied defendants\u2019 motion to dismiss. The\nparties reached a confidential settlement on May 17, 2022.\n\nFIRM RESUME 4\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\nDEA\n\nMB LEICHMAR\nME FONT! & AULD LLP\n\nLozada v. TaskUs, Inc.\ne Southern District of New York, No. 22-CV-01479\n\ne Client: Oklahoma _ Firefighters Pension and\nRetirement System and Individual Investors\n\n(OF 1X- Ws) t= 140\n\n=c-taleliate)\n\ne Attorneys: Joseph A. Fonti, Javier Bleichmar,\nNancy A. Kulesa, Evan Kubota, Thayne Stoddard,\nAlessandra Slayton\n\nBackground: Plaintiffs allege that from June 11, 2021 to January 19, 2022, and in the\noffering documents for TaskUs\u2019s June 2021 IPO and October 2021 secondary public\noffering, defendants made false and misleading statements touting TaskUs\u2019s low\nemployee attrition rate and its industry-leading Glassdoor rating. These statements\nwere false and misleading because, in truth, TaskUs suffered from high employee\nattrition and its Glassdoor rating was the product of reviews that TaskUs required\nnew hires to submit during training, before they experienced the disappointing\nreality of working at TaskUs. Plaintiffs allege violations of the Securities Act of 1933\nand the Securities and Exchange Act of 1934.\n\nBFA\u2019s Role: BFA is Lead Counsel representing Court-appointed Lead Plaintiff\nHumberto Lozada, Named Plaintiff Oklahoma Firefighters Pension and Retirement\nSystem, and the putative class.\n\nStatus: On January 5, 2024, the Court granted in part and denied in part defendants\u2019\nmotion to dismiss the amended complaint, sustaining claims under Sections 11 and 15\nof the Securities Act based on Lead Plaintiff\u2019s allegations that: (i) statements that\nTaskUs experienced \u201clow attrition\u201d were false and misleading because TaskUs did\nnot in fact have \u201clow attrition\u201d; and (ii) statements touting TaskUs\u2019s Glassdoor rating\nwere misleading in suggesting the rating was the product of a uniquely strong\nworkplace culture rather than the result of a policy requiring new hires to submit\nGlassdoor reviews. The Court also sustained claims under Sections 10 and 20 of the\nExchange Act arising from the statements regarding low attrition. The parties are\nmoving forward with discovery.\n\nCiarciello v. Bioventus Inc.\n\ne Middle District of North Carolina, No. 23-CV-32\ne Client: Wayne County Employees\u2019 Retirement ee CCR Tee\nSystem er Yarol late]\n\ne Attorneys: Joseph A. Fonti, Javier Bleichmar,\nEvan A. Kubota, Nancy A. Kulesa, George Bauer,\n\nBenjamin Burry, Thayne Stoddard\n\nBackground: Plaintiff alleges that in violation of Sections 10(b) and 20(a) of the\nSecurities Exchange Act of 1934, from February 11, 2021 to March 30, 2023,\n\nFIRM RESUME 5\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\nDEA\n\nMB LEICHMAR\nEE FONT! & AULDLLP\n\ndefendants misrepresented and concealed: (1) deficiencies in Bioventus\u2019s internal\ncontrols over financial reporting and disclosure controls and procedures; (2) that\nBioventus improperly accounted for rebates, in violation of Generally Accepted\nAccounting Principles, leading to materially inflated financial statements; and\n(3) that Bioventus had successfully offset the impact of a Medicare pricing shift on\nits key products.\n\nBEA\u2019s Role: BFA is sole Lead Counsel representing Court-appointed Lead Plaintiff\nWayne County Employees\u2019 Retirement System and the putative class.\n\nStatus: The Court appointed BFA as Lead Counsel to represent Lead Plaintiff Wayne\nCounty Employees\u2019 Retirement System on April 12, 2023. BFA filed an amended\ncomplaint on June 12, 2023, which defendants moved to dismiss on July 17, 2023. In\nresponse, BFA filed a second amended complaint on July 31, 2023. On November 6,\n2023, the Court denied defendants\u2019 motion to dismiss the Exchange Act claims. The\n\ncase is proceeding in discovery.\n\nColwell v. Exicure Inc.\n\ne Northern District of Illinois, No. 21-CV-6637 OFT) SL\ne Client: Individual Investors et -alel aye]\ne Attorneys: Joseph A. Fonti, Evan A. Kubota\n\nBackground: The amended complaint alleges that from January 7, 2021 to\nDecember 10, 2021, defendants misrepresented the results of Exicure\u2019s XCUR-FXN\npreclinical program for the treatment of Friedreich\u2019s ataxia (\u201cFA\u201d) in public\npresentations and SEC filings, concealing serious improprieties committed by a\nsenior researcher in the preclinical program. The initial complaint alleges violations\nof Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.\n\nBFA\u2019s Role: BFA was appointed as Lead Counsel for the putative class on March 20,\n2023.\n\nStatus: The Court appointed BFA client James Mathew as Lead Plaintiff on\nMarch 20, 2023. BFA filed a second amended complaint on May 26, 2023.\n\nFIRM RESUME 6\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\nDEA \u2014\n\nMB LEICHMAR\nME FONT! & AULD LLP\n\nPeters v. Twist Bioscience Corp.\ne Northern District of California, No. 22-cv-08168\ne Client: Policemen\u2019s Annuity and Benefit Fund of oF-T{-Boi teal\n\nChicago ex-Varol late)\n\ne Attorneys: Joseph A. Fonti, Nancy A. Kulesa,\nGeorge Bauer, Benjamin Burry, Joseph Baier,\nAlessandra Slayton\n\nBackground: Plaintiffs allege that from December 13, 2019 through November 14,\n2022, Twist and its senior management misrepresented that the company\npossessed innovative proprietary technology to produce synthetic DNA at a higher\nquality and lower cost than competitors, positioning Twist for significant future\ngrowth. Plaintiffs further allege that defendants engaged in accounting\nimproprieties to conceal the scheme.\n\nBEA\u2019s Role: The Court appointed BFA as Lead Counsel to represent Lead Plaintiff\nPolicemen\u2019s Annuity and Benefit Fund of Chicago on July 28, 2023.\n\nStatus: BFA filed an amended complaint on October Tl, 2023. defendants filed a\nmotion to dismiss on December 6, 2023 and plaintiffs filed their opposition on\nJanuary 26, 2024.\n\nIn re Talis Biomedical Securities Litigation.,\ne Northern District of California, No. 3:22-cv-O0105 (OF hT= Woy ee 140\ne Client: Individual Investors ex= are liare)\ne Attorneys: Joseph A. Fonti, Evan Kubota\n\nBackground: Plaintiffs allege that the company, its senior officers and directors, as\nwell as the underwriters for Talis\u2019s initial public offering (\u201cIPO\u201d) violated Sections T]\nand 15 of the Securities Act of 1933 by misrepresenting the effectiveness, regulatory\nstatus, and ability to manufacture the company\u2019s \u201cTalis One\u201d COVID-19 test in the\noffering documents for the IPO.\n\nBFA\u2019s Role: BFA was appointed co-Lead Counsel for the putative class on June 3,\n2022.\n\nStatus: BFA filed a second amended class action complaint on January 13, 2023. On\nApril 28, 2023, the Court denied defendants\u2019 motion to dismiss. Plaintiffs\u2019 motion for\nclass certification was granted on February 9, 2024. Discovery is ongoing.\n\nFIRM RESUME 7\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\nDEA\n\nMB LEICHMAR\nEE FONT! & AULDLLP\n\nIn re MF Global Holdings Ltd. Securities Litigation\ne Southern District of New York, No. 11-cv-O7866\n\ne Client: Alberta Investment Management Corp. anne\n\ne Lead Attorneys: Javier Bleichmar, Dominic Auld\n\na Keoje-)mcy-la4(-leal-val ace\n\nBackground: This litigation arose from MF Global\u2019s dramatic bankruptcy in October\n2011. Plaintiffs alleged that defendants misrepresented the company\u2019s risk controls,\nliquidity position, and exposure to European sovereign debt, and failed to properly\naccount for its deferred tax assets.\n\nBFA\u2019s Role: BFA represented Court-appointed Co-Lead Plaintiff AIMCo. Partners\nJavier Bleichmar and Dominic Auld represented AIMCo in this case since its\ninception in November 2011, and served as Court-appointed Co-Lead Counsel for\nthe putative class since January 2012. When BFA launched in August 2014, the Court\napproved AIMCo\u2019s selection of BFA to serve as Co-Lead Counsel for the putative\nclass, continuing the core litigation team\u2019s representation.\n\nStatus: Lead Counsel achieved five partial settlements valued at a total of just over\n$234 million on behalf of investors: (1) a $74 million settlement with Goldman Sachs\nand certain other underwriters of the company\u2019s securities; (2) a $64.5 million\nsettlement with former officers and directors, including MF Global's former CEO\nJon Corzine; (3) a $65 million settlement with auditor PricewaterhouseCoopers;\n(4) a $29.825 million settlement with Jefferies and other underwriters of the final\nbond offering issued during the Class Period; and (5)a separate $932,828\nsettlement with another underwriter defendant associated with that last offering.\nThese settlements represent a recovery of as much as 35% of the estimated\nrecoverable damages available at trial - an excellent result, particularly in light of the\nissuer\u2019s bankruptcy.\n\nThese settlements were achieved after years of hard-fought litigation. Following the\nCourt\u2019s decision sustaining the Complaint and denying defendants\u2019 six motions to\ndismiss in their entirety, Co-Lead Counsel reviewed millions of documents produced\nby defendants and third-parties, and conducted more than 50 depositions of former\nemployees of MF Global and other key witnesses, including four days of testimony\nfrom former CEO Jon Corzine. The Court granted Plaintiffs\u2019 motion for class\ncertification on October 14, 2015, which assisted in achieving the settlements.\n\nFIRM RESUME 8\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\nDEA\n\nMB LEICHMAR\nEE FONT! & AULDLLP\n\nIn re Genworth Financial Inc. Securities Litigation\ne Eastern District of Virginia, No. 14-cv-O0682\n\ne Client: Alberta Investment Management Corp. CR VTIT\na\n(\u201cAIMCo\u201d) ee) Me\n\ne Lead Attorney: Joseph A. Fonti\n\na Kole) moy-1a4(-leal-al\n\nBackground: Plaintiffs alleged that defendants misrepresented the profitability of\nthe company\u2019s core business and reported false financial results by grossly\nunderstating long-term care insurance reserves. When Genworth announced a\n$531 million charge to its reserves, the company\u2019s stock price fell more than 55% -\nwiping out billions in market capitalization - and credit rating agencies downgraded\nthe company and its corresponding debt to \u201cjunk\u201d status.\n\nBFA\u2019s Role: BFA represented Court-appointed Co-Lead Plaintiff AIMCo.\nIn November 2014, the Court approved AIMCo\u2019s selection of BFA to serve as\nCo-Lead Counsel for the putative class.\n\nNotably, BFA secured one of the most thoroughly reasoned, investor-oriented\ndecisions after the then-recent decision in Omnicare v. Laborers District Council\nConstruction Industry Pension Fund, 135 S. Ct. 1318 (2015). The District Court ruled\nthat Lead Plaintiffs had sufficiently pled that defendants\u2019 statements were intended\nto mislead investors and to provide false assurances regarding the company\u2019s\nreserves. The District Court also largely sustained allegations that defendants falsely\ncertified that the company\u2019s internal controls were adequate.\n\nStatus: On March 10, 2016, Genworth announced a proposed settlement of\n$219 million, the largest securities class action recovery achieved in the Eastern\nDistrict of Virginia, and as much as 44% of estimated recoverable damages available\nat trial. BFA and AIMCo sought and achieved a significant contribution from the\ncompany beyond available insurance; despite significant liquidity issues, the\ncompany paid $69 million, and the remaining $150 million was funded by insurance.\n\nThe settlement was reached after 15 months of intense and complex litigation. The\nEastern District of Virginia is known as the \u201crocket docket\u201d for its rapid disposition\nof cases and strict adherence to schedule deadlines. In December 2014,\nLead Plaintiffs filed a consolidated complaint and, in February 2015, defendants filed\na motion to dismiss. Partner Joseph A. Fonti successfully argued against the motion\non April 28, 2015, and the securities fraud claims were sustained on May 1, 2015.\nLead Plaintiffs filed their motion for class certification on December 3, 2015; fact\ndiscovery closed on January 15, 2016; and expert discovery closed on February 11,\n2016. In effect, BFA conducted two to four years of litigation in just 15 months. This\neffort included more than 20 depositions, extensive trial preparation, and _ full\nbriefing on motions for class certification and summary judgment. At the time of\n\nFIRM RESUME 9\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\nDEA\n\nMB LEICHMAR\nME FONT! & AULD LLP\n\nsettlement, BFA attorneys were preparing for trial, which was scheduled to begin on\nMay 9, 2016.\n\nIn re Weatherford International Securities Litigation\ne Southern District of New York, No. 12-cv-02121\n\ne Client: Anchorage Police and Fire Retirement PS PLOT ota\nSystem\n\ne Lead Attorney: Javier Bleichmar\n\na Ke}w-]msy-yaat-veal-)al\n\nBackground: Plaintiffs alleged that Weatherford, one of the world\u2019s largest oil and\ngas servicing companies, issued false financial statements that misled investors\nabout its tax structure and internal controls. The company allegedly overstated its\nearnings by more than $900 million and was forced to issue three restatements due\nto its failure to comply with Generally Accepted Accounting Principles.\n\nBFA\u2019s Role: BFA represented Court-appointed Co-Lead Plaintiff Anchorage Police\nand Fire Retirement System, and BFA partner Javier Bleichmar represented\nAnchorage continuously since the case was filed in March 2012.\n\nStatus: In June 2015, the company agreed to settle all claims for $120 million of out-\nof-pocket cash, with no available insurance, or as much as 30% of recoverable\ndamages available at trial. Achieving this settlement required more than three years\nof intense litigation, including defeating defendants\u2019 motion to dismiss in its entirety;\nobtaining class certification; completing fact discovery, after more than 20\ndepositions and the review of more than eight million pages of documents; filing\nfour expert reports; and preparing for expert discovery and summary judgment.\n\nIn re Computer Sciences Corp. Securities Litigation\ne Eastern District of Virginia, No. 1l-cv-O0610 Bie) x-] sta 4(-1a 01-101\ne Client: Ontario Teachers\u2019 Pension Plan Board A So V Mom iiiicela\ne Lead Attorney: Joseph A. Fonti\n\nBackground: Plaintiffs alleged that the company and two of its executive officers\nmisrepresented (i) a multi-billion-dollar contract with the United Kingdom\u2019s National\nHealth Service, and (ii) that the company\u2019s internal controls were adequate.\n\nBFA Role: BFA partners Javier Bleichmar, Joseph A. Fonti, and Dominic Auld\nrepresented Court-appointed Lead Plaintiff Ontario Teachers\u2019 at all stages of this\ncase. Upon the founding of the Firm, the Court approved Ontario Teachers\u2019 Pension\nPlan Board\u2019s selection of BFA as counsel, continuing the team\u2019s representation.\n\nStatus: On September 2013, the Court granted final approval to the $97.5 million\nsettlement. At that time, the settlement was the second largest all cash recovery\n\nFIRM RESUME 10\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\nDEA\n\nMB LEICHMAR\nEE FONT! & AULDLLP\n\nachieved in the Eastern District of Virginia, and represented as much as 38% of\nrecoverable damages at trial.\n\nIn re Celestica Inc. Securities Litigation\ne Southern District of New York, No. 07-cv-00312\n\ne Client: New Orleans Employees\u2019 Retirement rxton Tittle\nSystem\n\ne Lead Attorney: Joseph A. Fonti\n\na Kole-)moy-1a4(-leal-al\n\nBackground: Plaintiffs alleged false and misleading statements relating to a\nsignificant corporate restructuring plan, earnings, profitability, and financial outlook.\nWhen Celestica ultimately disclosed the truth, its stock price dropped 50%, reducing\nmarket capitalization by $1.3 billion.\n\nBFA\u2019s Role: BFA partners Joseph A. Fonti and Erin Woods represented Lead\nPlaintiffs in this litigation. Notably, Joseph was successful in arguing before the\nCourt of Appeals for the Second Circuit, securing an investor-oriented interpretation\nof the pleading standard for scienter. Joseph also successfully argued in favor of\nplaintiffs\u2019 class certification and summary judgment motions before the District\nCourt, securing the first lower court decision after Ha/liburton Co. v. Erica P. John\nFund, Inc., 134 S. Ct. 2398 (2014) in favor of investors on the issue of class-wide\nreliance.\n\nStatus: In April 2015, plaintiffs filed a motion for preliminary approval of a proposed\n$30 million settlement resolving all claims against the company and officer\ndefendants. The final approval hearing was held on July 28, 2015 and, later that day,\nthe Court approved the $30 million settlement.\n\n* * *\n\nBFA attorneys have also played key roles in some of the most significant investor\nprotection litigation in recent history, helping shareholders recover significant losses\ncaused by financial misconduct in various industries across the marketplace. Select\ncases include:\n\nIn re Broadcom Corp. Class Action Litigation, No. O6-cv-5036 (C.D. Cal.).\n\nThis class action against Broadcom was based on allegations that the company\ninflated its stock price by intentionally backdating its stock option grants for over\nfive years. Ultimately, the company was forced to issue a $2.2 billion restatement of\nits financial statements for the period spanning from 1998 through 2005, which\nbecame the largest restatement ever due to options backdating.\n\nThe company acknowledged the \u201csubstantial evidence\u201d of backdating, and lead\nplaintiffs secured a $173.5 million settlement, which, at the time, was the second\n\nFIRM RESUME 11\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\npg 23 of 65\nma\n&\n\nLLP\n\nlargest cash settlement ever involving a company accused of options backdating.\nThis was also the only such case in which claims against the auditors were sustained.\n\nIn re HealthSouth Corp. Securities Litigation, No. 03-cv-1501-S (N.D. Ala.).\n\nThis case involved the largest securities fraud ever arising out of the healthcare\nindustry, and ultimately resulted in a total settlement amount of $804.5 million for\nthe class. The class action involved claims against HealthSouth for falsifying its\nrevenues and conducting a series of acquisition transactions in order to effectuate a\nmassive fraud against the Medicare system.\n\nFalse statements by the company and its officers led to the _ inflation of\nHealthSouth\u2019s stock price, while at the same time company executives were\namassing significant personal wealth by selling their own shares of HealthSouth\nstock.\n\nSignificantly, the litigation also resulted in the recovery of $109 million from\nHealthSouth\u2019s outside auditor Ernst & Young LLP, one of the largest recoveries to\ndate against an auditing firm.\n\nIn re Schering-Plough Corp. / ENHANCE Securities Litigation, No. 08-397 (D.N.J.).\n\nLead Plaintiffs brought litigation in the District of New Jersey against\nSchering-Plough Corporation and Merck/Schering-Plough Pharmaceuticals, and\ncertain company officers, in /n re Schering-Plough Corp. / ENHANCE Securities\nLitigation, alleging that they failed to disclose material information about the\nprospects of cholesterol-lowering drugs.\n\nAfter nearly six years of litigation, defendants agreed to pay $473 million to settle\nthe matter on the eve of trial. This marked the largest securities class action\nrecovery in history obtained from a pharmaceutical company. Together with a\nrelated securities class action against Merck, the ENHANCE litigation settled for\n$688 million.\n\nFIRM RESUME 12\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\nDEA\n\nMB LEICHMAR\nME FONT! & AULD LLP\n\n| CORPORATE GOVERNANCE HIGHLIGHTS\n\nThe Police and Fire Retirement System of the City of\nDetroit v. Elon Musk, et al.\ne Court of Chancery of the State of Delaware, No.\n2020-0477 (OFT X- Ws) t= 100 [op\ne Client: Police and Fire Retirement System of the ea late l late}\nCity of Detroit\n\ne Lead Attorneys: Javier Bleichmar, Joseph A. Fonti,\nGeorge Bauer, Nancy A. Kulesa, Thayne Stoddard\n\nBackground: Plaintiffs allege that from 2017 to 2020, certain current and former\nmembers of Tesla\u2019s Board of Directors (the \u201cDirector Defendants\u201d) awarded\nthemselves unfair and excessive compensation. This compensation was significantly\nabove the compensation awarded to directors at Tesla\u2019s peer companies. Through\nthese awards, plaintiff alleges that the Director Defendants breached their fiduciary\nduties and unjustly enriched themselves at Tesla\u2019s expense.\n\nBFA\u2019s Role: BFA is co-Counsel representing Plaintiff Police and Fire Retirement\nSystem of the City of Detroit.\n\nStatus: BFA filed a complaint on June 17, 2020. On September 17, 2020, the Director\nDefendants filed an answer to the complaint. Thereafter, the parties engaged in\nextensive discovery: Plaintiff served numerous written discovery requests on\nDefendants, served 23 third-party subpoenas, completed 22 fact witness\ndepositions, and the parties exchanged opening and rebuttal expert reports. On July\n14, 2023, the parties agreed to settle the action on terms that amount to the largest\nderivative settlement in the history of the Delaware Court of Chancery.\n\nThe settlement contemplates the following considerations:\n\ne The Director Defendants will return to Tesla the value of over 3.1 million\noptions, which, by using an agreed-upon valuation methodology, are valued\nat over $735 million.\n\ne Certain Director Defendants will permanently forego compensation for 2021,\n2022, and 2023.\n\ne Tesla and its Board of Directors will implement certain governance reforms\nregarding director compensation effective for the next five years. These\nreforms include: (i) conducting an annual review and assessment of director\ncompensation with the assistance of an independent compensation\nconsultant; cii}) providing disclosures to Tesla stockholders regarding the\n\nFIRM RESUME 13\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\nDEA\n\nMB LEICHMAR\nEE FONT! & AULDLLP\n\nresults of the annual review and assessment of director compensation,\nincluding any peer group or other comparative data; Ciii) submitting proposed\ndirector compensation to an approval vote of the majority of Tesla\nstockholders who are unaffiliated with the Director Defendants and the other\nmembers of the current Tesla Board; and (Civ) reviewing Tesla\u2019s internal\ncontrols specific to director compensation and implementing any changes\nnecessary to ensure appropriate administration of director compensation.\n\nThe hearing for approval occurred on October 13, 2023. The proposed settlement is\nsubject to Court approval.\n\nFIRM RESUME 14\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\n\u2014 DEA\n\nMB LEICHMAR\nME FONT! & AULD LLP\n\n| CONSUMER LITIGATION HIGHLIGHTS\n\nBFA Partner Lesley Weaver has been appointed to leadership positions in some of\nthe most significant consumer actions of recent years, including: /n re Facebook,\nInc. Consumer Privacy User Profile Litigation, which has received preliminary\napproval of a $725 million settlement; /n re Volkswagen \u201cClean Diesel\u201d Marketing,\nSales Practices, and Products Liability Litigation, which resulted in settlements\ntotaling greater than $17 billion, the largest automotive settlement in history; /n re\nChrysler-Dodge-Jeep EcoDiesel Marketing, Sales Practices and Products Liability,\nwhich resulted in a settlement of $307.5 million; and /n re Google RTB Consumer\nPrivacy Litigation, which is currently pending. These, and additional matters, are\ndescribed below.\n\nIn re Facebook, Inc. Consumer Privacy User Profile\nLitigation Weole-|msy-104(-aar-Jalm\ne MDL No. 2843 NWP som lire\n\ne Northern District of California, No. 3:18-md-02843\n\nBackground: This high-profile case arising out of the Cambridge Analytica scandal,\nseeks redress for Facebook users in the U.S. whose private content was unlawfully\nshared with numerous third parties. The detailed consolidated complaint alleges\nthat Facebook violated consumer fraud and privacy laws by disclosing Facebook\nusers\u2019 private information, without their knowledge or consent, to third parties, and\nthat Facebook failed to take adequate steps to monitor third parties\u2019 access to, and\nuse of, that information in violation of Facebook\u2019s terms of service.\n\nBFA\u2019s Role: Ms. Weaver serves as Co-Lead Counsel for Plaintiffs.\n\nStatus: On October 10, 2023, Judge Vince Chhabria issued an Order Granting Final\nApproval of the $725 million class action settlement.\n\nIn re Volkswagen \u201cClean Diesel\u201d Marketing, Sales\nPractices, and Products Liability Litigation a Koym- | msy=1 99 (=) 9 9t>) a1 aoe\ne MDLNo. 2672 Al =i [lela\n\ne Northern District of California, No. 3:15-md-02672\n\nBackground: This landmark case resolved claims against Volkswagen, Audi and\nPorsche in connection with the widely-reported news that the companies had\ninstalled emission systems created to avoid regulator detection and defraud\ncustomers who believed they were buying Volkswagen and Audi vehicles with\n\u201cclean diesel\u201d engines. VW admitted that it installed these \u201cdefeat devices,\u201d which\neliminated the emissions reduction during normal driving, and only allowed for\nreduced fuel emissions when the automobiles were being tested.\n\nFIRM RESUME 15\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\n\u2014 DEA\n\nMB LEICHMAR\nME FONT! & AULD LLP\n\nBFA\u2019s Role: Judge Charles R. Breyer appointed Ms. Weaver to the Plaintiffs\u2019 Steering\nCommittee. Ms. Weaver\u2019s leadership position in the case included spearheading the\ninvestigation that ultimately uncovered German auto supplier Robert Bosch GmbH\u2019s\nsignificant role in multiple schemes to place software purposefully designed to\nevade emissions laws in vehicles. She also led the investigation into additional\nclaims relating to defeat devices in certain gas vehicles, resulting in an additional\n$96.5 million settlement for the Class.\n\nStatus: Lead Counsel and the Plaintiffs\u2019 Steering Committee have achieved\nsettlements for Plaintiffs worth more than $17 billion, the largest automotive class\naction recovery in history.\n\nIn re Chrysler-Dodge-Jeep EcoDiesel Marketing, Sales\nPractices and Products Liability Litigation a o)t-|msx-vaa(=)aa(- lal ace\n\ne MDLNo. 2777 Rov Aom aii iicela\ne Northern District of California, No. 3:17-md-02777\n\nBackground: This case resolved claims against Fiat Chrysler and Bosch over\nallegations that they deliberately cheated on emission testing of 2014-2016 model\nDodge and Jeep trucks marketed and sold as environmentally friendly \u201ceco-diesel\u201d\nvehicles.\n\nBFA\u2019s Role: Judge Edward Chen of the U.S. District Court for the Northern District\nof California appointed Ms. Weaver as one of nine members of the Plaintiffs\u2019\nSteering Committee. Ms. Weaver played a key role in litigating the action, including\ntaking depositions and coordinating with experts.\n\nResult: The case has settled for $307 million in cash in addition to extended\nwarranties worth more than $120 million.\n\nIn re Google RTB Consumer Privacy Litigation (OF F{-Boi i= [40 lH\ne Northern District of California, No. 5:21-cv-02155 ex-Varol late)\n\nBackground: The case is the first in the country to demand transparency about what\ninformation Google reveals about its users when it auctions ad placements to\nGoogle users through Google\u2019s \u201cReal-Time Bidding\u201d system.\n\nBFA\u2019s Role: Ms. Weaver is a member of the Plaintiffs\u2019 Executive Committee.\n\nStatus: On June 13, 2022, Judge Gonzalez Rogers denied in large part Google\u2019s\nmotion to dismiss, upholding all but one of plaintiffs\u2019 claims. The case is pending.\n\nFIRM RESUME 16\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\n\u2014 DEA \u2014\n\nMB LEICHMAR\nME FONT! & AULD LLP\n\nCalhoun, et al. v. Google LLC (OF EX- Wel t= [10 [op\ne Northern District of California, No. 4:20-cv-05146 ex-Varol late)\n\nBackground: This nationwide data privacy class action is brought on behalf of\nGoogle Chrome users alleging that Google violated its express promise not to take\nusers\u2019 personal data when using the Chrome browser outside of synched mode.\n\nBEA\u2019s Role: BFA is acting as co-lead counsel representing the class of Chrome users\nin this litigation.\n\nStatus: In March 2021, Judge Koh issued a landmark ruling holding that data is\nproperty in upholding plaintiffs\u2019 claims at the pleading stage. In December 2022,\nJudge Gonzalez Rogers granted Google\u2019s motion for summary judgment. Plaintiffs\u2019\nappeal of that ruling is currently pending.\n\nIn re: ZF-TRW Airbag Control Units Products Liability OF K-woies LAU ee\n\nLitigation CaP WA-ToleKelelen uiilitesa min\ne MDL No. 2905 AY-Va dt -Taay-valacpmed-)patelin are!\ne Central District of California, No. 2:19-MD-02905 hater idtelam ef-larel are,\n\nBackground: The class action complaint alleges the ZF-TRW airbag and seat belt\ncontrol units in over 15 million cars sold are defective and may prevent airbags from\ninflating in the event of crash. This defect has been linked to at least eight deaths\nand several serious injuries.\n\nBFA\u2019s Role: Judge John A. Kronstadt of the Central District of California appointed\nLesley Weaver to the Plaintiffs\u2019 Steering Committee for this multidistrict litigation.\n\nStatus: On November 28, Judge Kronstadt granted final approval of the settlement\nfor Toyota Class Members, with settlement benefits worth more than $147.8 million.\nOn October 10, 2023, plaintiffs announced a settlement with Defendants Mitsubishi\nMotors Corporation and Mitsubishi Motors North America, Inc. The remaining parties\nhave briefed motions to dismiss, to stay discovery, and to compel arbitration.\n\nSydney Ji, et al. v. Naver Corp., et al. (OF h-T= wo K-14 0H\ne Northern District of California, No. 4:21-cv-05143 ex-Vare liars)\n\nBackground: The class action complaint alleges defendants surreptitiously collected\npersonal information of users of the mobile messenger app, LINE Messenger, and\nphoto altering app, B612.\n\nBEA\u2019s Role: BFA is acting as co-lead counsel representing the class of users of the\nLINE Messenger and B612 apps.\n\nFIRM RESUME 17\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\n\u2014 DEA\n\nMB LEICHMAR\nME FONT! & AULD LLP\n\nStatus: Plaintiffs filed their First Amended Class Action Complaint on October 28,\n2022. On October 3, 2023, Judge Haywood S. Gilliam, Jr. largely denied defendants\u2019\nmotion to dismiss.\n\nFIRM RESUME 18\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\n\u2014 DEA\n\nMB LEICHMAR\nME FONT! & AULD LLP\n\n| U.S. ANTITRUST LITIGATION HIGHLIGHTS\n\nLesley Weaver has been appointed to leadership positions and the BFA team plays\nkey roles in many significant antitrust actions, including in those described below.\n\nOF FT BS} K-10 [op\nIn re Local TV Advertising Antitrust Litigation CVE Mii iitelala\ne MDL No. 2867 J-\\ad(-Vaa lal en\n\ne Northern District of Illinois, No. 1:18-cv-0678 s<-laatslialiaceminaretsiaceyal\nrex-Yato fare]\n\nBackground: Plaintiffs allege a price fixing cartel facilitated by an anticompetitive\ninformation exchange between and among certain major television station owners\nand operators to artificially inflate the prices of broadcast television spot\nadvertisements.\n\nBEA\u2019s Role: BFA acts as counsel for Plaintiff One Source Heating & Cooling, LLC and\nis an integral member of the litigation team.\n\nStatus: On November 6, 2020, Judge Virginia Kendall of the Eastern District of\nIllinois denied defendants\u2019 motion to dismiss. On December 7, 2023, Judge Kendall\ngranted final approval of a $48,000,000 settlement with Defendants CBS, Fox, The\nCox Entities, and ShareBuilders. The action against the remaining defendants is\nongoing.\n\n(OF 1X- Ws) t= 140 oe\n\nIn re Packaged Seafood Products Antitrust Litigation\nX=) aa (-Yenl-Jal ecw Re) t=] [are mOn A= a\n\ne MDL No. 2670\n\ne Southern District of California, No. 3:15-md-\n02670\n\nKIO I lolam-Ne) el gen's-\\e p\nec=Jaatslialiaremiiskersiie) ams) are!\nCY-1ma-1oal-\\ai mm el-valel fale]\n\nBackground: Plaintiffs allege Defendants entered into a conspiracy involving\npackaged seafood products in violation of the Sherman Act and state antitrust law.\n\nBEFA\u2019s Role: BFA is part of a critical discovery effort against a key Defendant.\n\nStatus: On July 30, 2019, Judge Janis L. Sammartino of the Southern District of\nCalifornia granted class certification to a class of direct purchasers. In January 2071,\nDirect Purchaser Plaintiffs and Defendant Tri-Union Seafoods d/b/a Chicken of the\nSea International and Thai Union Group PCL (collectively, \u201cCOSI\u201d), announced a\nsettlement agreement in principle, and final approval was granted in the amount of\n$13,001,961.86 on March 7, 2023. On July 18, 2023, the Court granted final approval\nof a $20 million settlement between End Payer Plaintiffs and Defendants COSI. On\nAugust 22, 2022, the Court granted final approval of a $6,500,000 settlement\n\nFIRM RESUME 19\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\nDEA\n\nMB LEICHMAR\nME FONT! & AULD LLP\n\nbetween Commercial Food Preparer Plaintiffs and Defendants COSI. Commercial\nFood Preparer Plaintiffs and Defendants StarKist Co. and Dongwon Industries Co.,\nLtd. reached a settlement on January 5, 2024. The remaining parties have briefed\nmotions for summary judgment and are awaiting a decision.\n\n(Of 1{- Boj t= 140\n\nIn re Domestic Airlines Travel Antitrust Litigation aay\n\ne District of Columbia, No. 1:15-mc-01404\n\nX=) ga (-Yeat=1al eos\ns<-laatslialiaceminaretsiaceyal\nrex-Yato fare]\n\nBackground: Plaintiffs allege a conspiracy by the four largest commercial air\npassenger carriers in the United States\u2014American Airlines, Inc., Delta Airlines, Inc.,\nSouthwest Airlines Co., and United Airlines, Inc.\u2014to fix prices for domestic air\npassenger transportation services in violation of the Sherman Act by colluding to\nlimit capacity on their respective airlines.\n\nBFA\u2019s Role: BFA is a key part of plaintiffs\u2019 nonparty discovery committee and has\nled meet and confer negotiations with dozens of nonparties, resulting in the\nproduction of some of plaintiffs\u2019 best evidence.\n\nStatus: Plaintiffs settled for $15 million with Defendant Southwest Airlines and $45\nmillion with Defendant American Airlines. On September 5, 2023, Judge Kollar-\nKotelly denied in full Defendants Delta\u2019s and United\u2019s Motions for Summary\nJudgment, which sought dismissal of Class Plaintiffs\u2019 claims.\n\n(OF TTBS} = 10 Io\nIn re Mexican Government Bonds Antitrust Cyd MmaalllitelaMla\n\ne Southern District of New York., No. 1:18-cv-O2830 AX-)n a (-Jaa-1alacHmn<-)oat-|faliale]\nTiater-larelal ex-Yalel late)\n\nBackground: Plaintiffs allege that Defendant broker-dealers have fixed auctions for\nsecurities issued by the Mexican government and manipulated the bid-ask spread in\ntransactions to U.S.-based investors, causing U.S.-based investors to pay artificially\ninflated prices for their Mexican government bonds.\n\nBFA\u2019s Role: BFA represents Southeastern Pennsylvania Transit Authority and is\nassisting the team litigating the case in the Southern District of New York.\n\nStatus: Plaintiffs negotiated ice-breaker settlements with JPMorgan for $15 million\nand Barclays PLC for $5.7 million, and are cooperating in litigating against the\nremaining defendants, based on a highly detailed complaint based in part on\nincriminating documents received from the cooperating defendants. On February 9,\n2024, the Second Circuit vacated the District Court\u2019s dismissal on jurisdictional\n\nFIRM RESUME 20\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\nDEA\n\nMB LEICHMAR\nME FONT! & AULD LLP\n\ngrounds, finding that the alleged price-fixing had enough connection to New York to\nmaintain the case in the United States.\n\nIn re Disposable Contact Lens Antitrust Litigation\ne MDLNo. 2626\ne Middle District of Florida, No. 3:15-md-02626\n\naie) t=) moy=ya (=) 9 0(-la 1 ae\n\nAsi ts Mealiliteyal\n\nBackground: This case resolved claims against four leading contact lens\nmanufacturers and the largest nationwide distributor of contact lenses. Plaintiffs\nalleged that defendants unilaterally imposed minimum retail prices for contact\nlenses, in violation of state and federal antitrust laws.\n\nBFA\u2019s Role: BFA led discovery efforts against the largest manufacturer-Defendant,\nJohnson & Johnson.\n\nStatus: Plaintiffs settled with Defendant CooperVision, Inc. for $3 million, with\nDefendant Bausch & Lomb for $10 million, with Defendant ABB Optical Group LLC\nfor $30.2 million, with Defendant Alcon Vision, LLC for $20 million, and with\nDefendant Johnson & Johnson Vision Care, Inc. for $55 million.\n\nIn re Farm-Raised Salmon and Salmon Products\nLitigation\ne Southern District of Florida, No. 19-CV-21551\n\na Koym- | msy=1 99 (=) 9 9t>) a1 aoe\n\nNsom Miilireyal\n\nBackground: Plaintiffs alleged that defendants fixed prices of farm-raised Atlantic\nsalmon sold in the United States.\n\nRole: BFA worked with the executive team facilitating jurisdictional discovery.\nStatus: Plaintiffs achieved a $85 million settlement.\nIn re Blood Plasma Antitrust Litigation\n\ne MDL No. 2109\ne Northern District of Illinois, No. 1:09-cv-O7666\n\naie) t-) moy=0 9 (=) 901-0] ae\n\n22H il iirela\n\nBackground: Plaintiffs alleged that defendants participated in a multi-year\nconspiracy to restrict output and fix prices of Ig and Albumin in the United States.\n\nBFA\u2019s Role: Ms. Weaver played a significant role, including deposing the Chief\nOperating Officer and Chief Marketing Officer of one of the main defendants.\n\nResult: Plaintiffs achieved a $128 million settlement.\n\nFIRM RESUME 21\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\n\u2014 DEA\n\nMB LEICHMAR\nME FONT! & AULD LLP\n\nIn re Lithium lon Batteries Antitrust Litigation\nmeng 9g a Keoje-)mcy-la4(-leal-val ace\ne MDL No. 2420\n\nSVK Mlilivoyal\n\ne Northern District of California, No. 4:13-md-02420\n\nBackground: Indirect Purchaser Plaintiffs alleged that the largest lithium ion battery\nproducers unlawfully fixed the prices of lithium ion battery cells, affecting the prices\nindirect purchasers paid for lithium ion batteries and lithium ion products.\n\nBFA\u2019s Role: BFA represented the cities of Palo Alto and Richmond, California.\n\nResult: Indirect Purchaser Plaintiffs settled with defendants for $113 million.\n\nFIRM RESUME 22\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\n\u2014 DEA\n\nMB LEICHMAR\nEE FONT! & AULDLLP\n\n| TEAM PROFILES\n\nCan = aat= lip] ol(=ikelalaats1a@) ole-lreiaeelany\n\nJAVIER BLEICHMAR Ce =) tl A ho 32 Ot BY\nPartner New York\n\nPMA AW ANA SlE-lC\\ ee) 1A\nre) geya=\u00a5-3 (elat- VAT bdls) ae ollsikovalaat=le\n\nJavier Bleichmar leads BFA\u2019s U.S. Case Evaluation and U.S. Securities Litigation\nteams. He brings a decades-long career of litigation success to his prosecution of\nlarge-scale securities class and shareholder actions on behalf of institutional\ninvestors. Over the course of his career, Javier has recovered billions of dollars for\nclients and the classes they represent, including recovering nearly $2 billion for\ninvestors since founding BFA, while also securing landmark and sweeping corporate\ngovernance improvements.\n\nAs a result of Javier\u2019s success, he has consistently been recognized as one of the\nnation\u2019s leading plaintiff\u2019s-side financial lawyers. He has been named a Titan of the\nPlaintiffs\u2019 Bar by Law360, a SuperLawyer by Thompson Reuters, a Leading Plaintiff\nFinancial Lawyer by Lawdragon, and has been \u201crecommended\u201d in the field of\nsecurities litigation by the Lega/ 500. Most recently, Javier has been profiled by The\nNew York Law Journal, Forbes & Fortune, and CT Insider for the landmark outcomes\nhe achieved.\n\nJavier helped prosecute the Firm\u2019s derivative stockholder action against Tesla\u2019s\nBoard of Directors in Delaware Chancery Court, resulting in a historic resolution\nvalued at $919 million, which is among the largest such settlements in Delaware\nhistory (pending court approval). He also helped spearhead the securities class\naction against Teva Pharmaceutical Industries, Ltd., recovering $420 million for\ninvestors.\n\nOther significant resolutions that Javier obtained include the $234 million recovery\nin /n re MF Global Holdings Limited Securities Litigation on behalf of BFA client Her\nMajesty the Queen in Right of Alberta in connection with MF Global\u2019s collapse and\nbankruptcy. In addition, Javier recovered $129 million for investors in the securities\nclass action against Granite Construction Inc. that involved the company\u2019s\nrestatement of financial results in 2020. Javier also successfully represented the\nMetropolitan Transportation Authority in an action against Allianz Global Investors\nU.S., L.L.C. that centered on Allianz\u2019s now-defunct Structured Alpha funds and that\ntoppled one of Allianz\u2019s U.S. subsidiaries.\n\nCurrently, Javier leads the BFA teams prosecuting the securities class actions\nagainst Bioventus Inc., TaskUs Inc. and Citigroup Inc. He also represents Plaintiff\nHamilton Reserve Bank in a sovereign debt default action against Sri Lanka.\n\nFIRM RESUME 23\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\n\u2014 DEA\n\nMB LEICHMAR\nEE FONT! & AULDLLP\n\nJavier has co-authored several articles concerning developments in the class action\nlandscape as well as investor protection that have been published by the New York\nLaw Journal, National Association of Public Pension Attorneys, the National Council\non Teacher Retirement, and the National Conference on Public Employee\nRetirement Systems, among others. He has also frequently published works\naddressing new and important developments in the realm of securities class actions,\nand he has authored timely pieces with respect to developments in class and group\naction regimes outside of the United States.\n\nJavier is a member of the National Association of Public Pension Plan Attorneys, and\nthe National Conference on Public Employee Retirement Systems. He also serves as\na Vice President of the Institute for Law and Economic Policy, a public policy\nresearch and educational foundation whose mission is to preserve, study, and\nenhance investor and consumer access to the civil justice system.\n\nPrior to founding the Firm, Javier was a Partner at another plaintiffs\u2019 securities firm.\nHe began his legal career at Kirkland & Ellis LLP.\n\nJavier graduated from the University of Pennsylvania and Columbia Law School, and\nis a native Spanish speaker and fluent in French.\n\nJavier is admitted to practice in New York (1999), the U.S. Supreme Court (2014),\nand the U.S. Courts of Appeals for the Second Circuit (2010), Eighth Circuit (2010),\nNinth Circuit (2010), Tenth Circuit (2013), and Eleventh Circuit (2011). He is also\nadmitted in the U.S. District Courts for the Southern and Eastern Districts of\nNew York (1999).\n\nPe = tants li Pm ixelalaicueyr-itshimecelanl\n\nJOSEPH A. FONTI N Vork Cn =) ol Wl A hohe I Ye\nPartner ew Yor\n\nAANA SYE- leh ee) aa)\nWhol ae)i- ttle) at-1EVALee1-) oabicelald\n\nJoseph A. Fonti leads the Firm\u2019s U.S. Securities Litigation practice. With over two\ndecades of experience representing institutional investors in complex litigation,\nJoseph\u2019s commitment to clients, dedication to his cases, and advocacy skills have\nled to exceptional results in several of the most prominent cases in recent decades.\nJoseph has recovered nearly $2 billion for investors since founding BFA, while also\nsecuring landmark and sweeping corporate governance improvements.\n\nAs a result of his success, Joseph has consistently been recognized as one of the\nnation\u2019s leading plaintiff\u2019s-side financial lawyers. He has been named a Titan of the\nPlaintiffs\u2019 Bar by Law360, a SuperLawyer by Thompson Reuters, and a Leading\nPlaintiff Financial Lawyer by Lawdragon. Most recently, Joseph has been profiled\nby The New York Law Journal, Forbes & Fortune, and CT Insider for the landmark\nachievements he achieved for investors.\n\nFIRM RESUME 24\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\npg 36 of 65\nma\n&\n\nLLP\n\nJoseph led the team that prosecuted the Firm\u2019s derivative stockholder action\nagainst Tesla\u2019s Board of Directors in Delaware Chancery Court, resulting in a historic\nresolution valued at $919 million, which is among the largest such settlements in\nDelaware history (pending court approval). Joseph also led BFA\u2019s prosecution of\nthe securities class action against Teva Pharmaceutical Industries, Ltd. arising from\nmisrepresentations concerning price fixing and other unlawful conduct. BFA\nsecured a $420 million settlement after five years of hard-fought litigation, including\nclass certification, completing intensive fact and expert discovery, and preparing a\nsummary judgment motion.\n\nThroughout his career, Joseph has led historic litigations representing U.S.\ninstitutional investors as well as a number of Canada\u2019s most significant pension\nsystems and asset managers. He served as co-lead counsel in the $219 million\nrecovery on behalf of shareholders of Genworth Financial, a long-term care insurer,\nwhich represents the largest securities class action settlement in the history of the\nEastern District of Virginia. Likewise, Joseph served as sole Lead Counsel in the\nsecurities class action involving Computer Science Corporation, and resolved the\ncase for $97.5 million for the class at the brink of trial. Joseph also helped lead the\nprosecution and ultimate resolution of the Weatherford securities litigation\nachieving a $120 million recovery for Weatherford shareholders. He also\ncontributed to securing a $173.5 million settlement in/n re Broadcom Corp.\nSecurities Litigation, which, at the time, was the second-largest cash settlement\ninvolving a company accused of options backdating.\n\nJoseph\u2019s career is also marked by significant successes in the area of auditor\nliability. He represented shareholders in the $671 million recovery in/n re\nHealthSouth Securities Litigation and recovered $109 million from HealthSouth\u2019s\noutside auditor Ernst & Young LLP, one of the largest recoveries to date against an\nauditing firm.\n\nCurrently, Joseph is leading BFA\u2019s securities class actions against Exicure,\nBioventus, Talis Biomedical, TaskUs, and Citigroup.\n\nAdditionally, Joseph has achieved notable success as an appellate advocate. He\nsuccessfully argued before the Second Circuit Court of Appeals in /n re Celestica Inc.\nSecurities Litigation and was instrumental in advocacy before the Ninth Circuit Court\nof Appeals in the /n re Broadcom Corp. Securities Litigation.\n\nJoseph is a member of the American Bar Association, the New York State Bar\nAssociation, the Bar of the City of New York, and the National Association of Public\nPension Attorneys (NAPPA).\n\nDedicated to community service, Joseph serves as Chair of the Leadership\nCommittee for the Cardinal\u2019s Annual Stewardship Appeal for the Archdiocese of\nNew York, which supports local communities throughout ten New York counties.\n\nFIRM RESUME 25\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\n\u2014 DEA\n\nMB LEICHMAR\nEE FONT! & AULDLLP\n\nJoseph earned a B.A., cum laude, from New York University and a J.D. from\nNew York University School of Law (1999), where he was a member of the Marden\nMoot Court. He is admitted to practice in New York (2000), the U.S. Supreme Court\n(2007), and the U.S. Courts of Appeals for the Second Circuit (2010), Ninth Circuit\n(2007), and Tenth Circuit (2013). He also is admitted in the U.S. District Courts for\nthe Southern and Eastern Districts of New York (2001).\n\nCie =a at-lIPRer-LelceiCelr-lt-hi mere) an)\n\nDOMINIC J. AULD Ce =) pil Ae oto ye v2\nToronto\nPartner\n\nCMA AWA oyilt-\\ eel an\nWhe) coyi-s5J1e) ats] yAele)aalialromt= lel le]\n\nDominic J. Auld has nearly two decades of experience in representing and advising\ninstitutional clients in large-scale securities and investment-related lawsuits. Dominic\nhas been named a \u201cSuper Lawyer\u201d in the field of securities litigation by Super\nLawyer awards and has been \u201crecommended\u201d in the field of securities litigation by\nThe Legal 500.\n\nDominic is responsible for BFA\u2019s outreach to pension systems, asset managers, and\nsovereign wealth funds outside the United States - regularly advising clients in\nEurope, Australia, Asia, and across his home country of Canada.\n\nDominic and his team have served as liaison counsel to global investors in dozens of\nshareholder and investor litigations outside the United States.\n\nDominic is sought after as a commentator on topics such as corporate governance,\nshareholder activism, fiduciary duty, corporate misconduct, and international class\nand collective litigation. He has been a regular speaker and panelist at law and\ninvestment conferences, including past events such as the Canadian Foundation for\nAdvancement of Investor Rights (FAIR Canada) and Osgoode Hall Law School\nconference on public and private securities enforcement and investor recovery in\nToronto, the IMF Bentham shareholder class action conference in Sydney, and the\nAnnual International Bar Association meeting in Dubai.\n\nDominic is the author of various articles of interest to the Firm\u2019s client base,\nincluding an analysis of shareholder remedies in Japan in Law360O, and a piece\nregarding custodian bank fees and their impact on pension funds globally in Nordic\nRegions Pensions and Investment News magazine. He is quoted in publications\nincluding The Economist, The Financial Times, The New York Times, USA Today, The\nTimes of London, The Evening Standard, The Guardian, and The Daily Mail, and trade\npublications such as G/oba/l Pensions, OP Risk and Regulation, The Lawyer,\nInvestments and Pensions Europe, Professional Pensions, and Benefits Canada. He\nalso was interviewed by Corporate Counsel for a feature article on rogue trading.\n\nPrior to founding the Firm, Dominic was a Partner at another securities litigation\nfirm, and was previously a member of the team responsible for prosecuting the\n\nFIRM RESUME 26\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\n\u2014 DEA\n\nMB LEICHMAR\nME FONT! & AULD LLP\n\nlandmark action in re WorldCom Inc. Securities Litigation, which resulted in a\nsettlement of more than $6 billion.\n\nDominic has years of experience working directly with institutional clients affected\nby securities fraud. For example, he worked extensively with the Ontario Teachers\u2019\nPension Plan Board as it led securities actions /n re Nortel Networks Corp. Securities\nLitigation, In re Williams Securities Litigation, and In re Biovail Corp. Securities\nLitigation - cases that recovered a total of more than $1.7 billion for investors.\n\nDominic earned a B.A. from Queen\u2019s University in Canada and a J.D. from Lewis and\nClark Law School (1998). He is admitted to practice in New York (1998), and in the\nU.S. District Courts for the Southern and Eastern Districts of New York (2011).\n\nCin =a at- lini i=t-WA-1aClele-lt-Mimerelan\n\nLESLEY E. WEAVER Oakland Ce k=) Hil eo boy Solo wr. @l Or.)\nPartner a\n\nCin ANA Al oy iit) merelaa)\nWhey geyi- eile) ate VALS ACGS den ete WA l a\n\nLesley Weaver is the Partner in Charge of BFA\u2019s California office, and the head of\nBFA\u2019s Antitrust and Consumer Litigation Teams, and has received multiple honors\nthroughout her career. For nearly thirty years, Lesley has litigated high profile cases\nthat protect the public interest, consumers, and public entities and has been\nappointed to leadership positions in some of the largest class actions in the country.\n\nLesley has recovered billions of dollars for consumers, small businesses, and public\nentities in consumer, antitrust and securities matters in the course of her career. In\nDecember 2022, Lesley and the team announced the historic settlement of the\nprivacy claims against Facebook arising out of the Cambridge Analytica scandal of\n$725 million, in which she was Co-Lead Counsel. The case generated many notable,\ncutting-edge decisions.\n\nThe settlement has set a new, high bar for resolving privacy class actions on behalf\nof consumers not just in the United States but also around the world.\n\nLesley previously served on the Plaintiffs\u2019 Steering Committee \u201clegal dream team\u201d in\nIn re Volkswagen \u201cClean Diesel\u201d Marketing, Sales Practices, and Products Liability\nLitig., MDL No. 2672 CRB (JSC). The PSC in the Volkswagen litigation recovered\nroughly $14.7 billion for class members and nearly $5 billion for the environment, the\nlargest automotive class action recovery ever. In June 2017, Lesley was appointed to\nthe Plaintiffs\u2019 Steering Committee bringing claims against Fiat Chrysler and Bosch in\nIn re Chrysler-Dodge-Jeep EcoDiese!l Marketing, Sales Practices and Products\nLiability, MDL No. 17-MD-02777-EMC (\u201cFiat Chrysler\u2019). Like Volkswagen, that lawsuit\nprovided significant financial relief to consumers arising out of the emissions defeat\ndevices, resulting in consumer payments of roughly $400 million and another $350\nmillion for the environment. In 2015, Lesley won a complete jury verdict in one of the\nfew privacy cases to go to trial in the country, which awarded 100% of economic\n\nFIRM RESUME 27\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\n\u2014 DEA\n\nMB LEICHMAR\nEE FONT! & AULDLLP\n\ndamages and $15 million in punitive damages. Lesley is also actively involved in\nvarious antitrust matters, including /n re Local TV Advertising Antitrust Litigation,\nwhich seeks redress against providers of local television advertising who shared\npricing information with each other to artificially increase prices for small business.\n\nLesley has received numerous awards throughout her career. Most recently, she was\nnamed by The National Law Journal as one of just ten Elite Women in the Plaintiffs\u2019\nBar nationally in 2023; one of the Top 500 Leading Plaintiff Consumer Lawyers as\nwell as Financial Lawyers by Lawdragon; one of the Top 100 Plaintiffs Lawyers by\nthe National Trial Lawyers; and the prestigious recognition as California Attorney of\nthe Year in 2018 by the Daily Journal. She has been deemed a SuperLawyer since\n2016; holds an antitrust ranking in Chambers; and was inducted into the Fellows of\nthe American Bar Association in 2017.\n\nCurrently, Lesley is a member of the Plaintiffs\u2019 Executive Committee in /n re Google\nRTB Consumer Privacy Litigation, a nationwide class action challenging Google\u2019s\npractice of sharing and selling users\u2019 personal information through Google\u2019s digital\nad auction system, Google Real-Time Bidding (RTB); and is a member of the\nPlaintiffs\u2019 Steering Committee in /n re ZF-TRW Airbag Control Units Products\nLiability Litigation, a class case alleging that the ZF-TRW airbag and seat belt\ncontrol units in over 15 million cars are defective and may prevent airbags from\ninflating in the event of crash.\n\nLesley also has extensive experience in representing sophisticated institutional\ninvestors in landmark securities actions. Some of those cases include: /n re Marsh &\nMcLennan Cos., Inc. Securities Litigation ($400 million settlement); /n re Cavanaugh\nSecurities Litigation (including an appeal to the Ninth Circuit concerning the method\nof selecting lead plaintiff and lead counsel after the enactment of the Private\nSecurities Litigation Reform Act (\u201cPSLRA\u201d); /n re Cardinal Health Inc. Securities\nLitigation ($600 million settlement); and /n re Cisco Systems, Inc. Securities\nLitigation ($99 million settlement). Lesley also recently served as liaison counsel in\nIn re Twitter Secs. Litigation, which resolved for $805 million in 2022.\n\nLesley is committed to public service through volunteer efforts. She currently serves\nas Chair of the Executive Committee of the Securities Section for the Bar\nAssociation of San Francisco, as well as Chair of BASF\u2019s cybersecurity and privacy\ncommittee. She has been a repeat presenter at the Bolch Institute\u2019s MDL Certificate\ntraining program, and is one of the original drafters of the Duke MDL Diversity\nGuidelines. She has been honored to serve as a panelist at multiple seminars by the\nPracticing Law Institute; the California Lawyers Association; the BA; the Golden\nState Institute; Women En Masse; California ABOTA; and many others. She is a past\nCo-Chair of Bay Area Lawyers for Individual Freedom; a past Co-Chair of the San\nFrancisco LGBT Community Center; past National Chair of the National Center for\nLesbian Rights; and past Vice-President and Director of the Board of the Frameline\n\nFIRM RESUME 28\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\n\u2014 DEA\n\nMB LEICHMAR\nEE FONT! & AULDLLP\n\nFilm Festival. She has served on the advisory board for the Lawyers Committee for\nCivil Rights; the board of the International Gay and Lesbian Human Rights\nCommission (now OutRight); and volunteers for Rotary, having been a Rotary\nexchange student herself.\n\nLesley studied at the University of Bonn (Germany) and Harvard College (A.B.), and\nreceived a J.D. from the University of Virginia Law School (1997). She speaks\nGerman, Danish and some French.\n\nLesley is admitted to practice in California (1997), the U.S. Court of Appeals for the\nNinth Circuit (1998), Delaware (2008), and the U.S. District Courts for the Northern\nDistrict (1997) and the Eastern, Central, and Southern Districts of California (1998),\nand the Eastern District of Michigan (2019).\n\nCin =f ats |i mal 0) (=sots1@) ovis lanier) eal\n\nNANCY A. KULESA N York Ca =) Haas oLOMts1 oho Boho W20)\nPartner ee\n\nCMA AWA oyilt-\\ eel an\nWhe) deyi-3-110) at-1 EVA at= Alen fel AU este)\n\nNancy has extensive experience in complex litigation in federal and state courts,\nincluding securities litigation, Employee Retirement Income Security Act of 1974\nCERISA) litigation, consumer fraud litigation, mergers and acquisitions cases, and\nantitrust litigation.\n\nNancy represents public pension funds, Taft-Hartley funds, and other institutional\ninvestors in securities class actions and derivative litigation. She has over two\ndecades of experience assisting clients in identifying material losses in their\nsecurities portfolios caused by corporate wrongdoing. Nancy consults with\ninstitutional investors to help them monitor litigation and to evaluate opportunities\nfor recovery.\n\nNancy was a member of the team that prosecuted the securities action against\nAllianz Global Investors U.S., L.L.C. Nancy is also a member of the team that\nprosecuted the Firm\u2019s derivative stockholder action against Tesla\u2019s Board of\nDirectors on behalf of the Police & Fire Retirement System of City of Detroit in\nDelaware Chancery Court, resulting in a historic resolution valued at $919 million,\nwhich is among the largest such settlements in Delaware history (pending court\napproval). Nancy is currently on the teams litigating BFA\u2019s securities cases against\nBioventus, Inc., Twist Bioscience, and TaskUs, Inc. She is also pursuing confidential\nderivative actions on behalf of additional institutional clients.\n\nPrior to joining BFA, Nancy was a partner at a well-established national securities\nlitigation firm where she created and directed the firm\u2019s Portfolio Monitoring\nServices practice. Nancy has also been counsel in numerous high-profile securities\nfraud litigations which have recovered hundreds of millions of dollars for\nshareholders, including: /n re CIT Group Securities Litigation, No. O8-O6613 (S.D.N.Y.)\n\nFIRM RESUME 29\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\n\u2014 DEA\n\nMB LEICHMAR\nEE FONT! & AULDLLP\n\n($75 million settlement) and Carlson v. Xerox Corporation, No. OOCV01621 (D. Conn.)\n($750 million settlement).\n\nNancy also represented a Taft-Hartley Fund in the historic settlement with Twenty-\nFirst Century Fox, Inc. regarding allegations surrounding workplace harassment\nincidents at Fox News, which resulted in a $90 million derivative settlement and\nwide-ranging corporate governance reforms at the company.\n\nNancy recently co-authored \u201cThe Importance of Private Enforcement of Federal\nSecurities Laws: Institutional Investors Continue to Outpace SEC\u201d in NCPERS\nPERSist. Nancy frequently speaks on topics related to securities litigation and\ninvestor rights at educational forums for public pension funds and Taft-Hartley\nfunds. She has repeatedly been recognized by Lawdragon as a Leading Plaintiff\nFinancial Lawyer.\n\nNancy earned a B.A. from Fordham University and a J.D. from the University of\nConnecticut School of Law (2001). She is a member of the National Conference on\nPublic Employee Retirement Systems (NCPERS), International Foundation of\nEmployee Benefit Plans (IFEBP), and many other organizations. She also serves as\nTreasurer of the National Association of Shareholder & Consumer Attorneys\n(NASCAT). Nancy is admitted to practice in Connecticut (2001), the U.S. Court of\nAppeals for the Ninth Circuit (2016), and the U.S. District Courts for the District of\nConnecticut (2004) and the Southern District of New York (2015).\n\nCie =a at lI \\ Loreto xo e)r-|f- hi morelan\n\nERIN H. WOODS N York Ce =) pit Ae oho So\nPartner ec\n\nPMA AN AWASIIcICN AeA Sac cielar-l yA\nYd lab cexele e\n\nAs Director of Institutional Investor Relations and the head of BFA\u2019s Claims Filing\nTeam, Erin\u2019s practice combines her vast experience advising institutional investors\non current and potential securities litigation and advising clients in recovering\ninvestment losses through filing settlement claims.\n\nWith over 15 years in the class action industry, Erin brings a unique blend of years of\nlitigation experience, over a decade of representation of institutional investors, and\nextensive expertise in the claims administration process. Erin is currently a member\nof the team prosecuting the securities class action against Citigroup, Inc., as well as\nteams pursuing Section 220 Demands on behalf of clients. She also leads\ninstitutional investor outreach and advises pension funds and other entities on\nlawsuits concerning violations of U.S. and non-U.S. securities and investment laws,\nantitrust and consumer laws, and relevant securities class action settlements.\n\nErin most recently spoke on the Securities Litigation Panel at the National Council\non Teacher Retirement (NCTR) Annual Conference. Erin recently co-authored\n\u201cMaximizing Returns Through Asset Protection and Recovery,\u201d \u201cThe Importance of\n\nFIRM RESUME 30\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\n\u2014 DEA\n\nMB LEICHMAR\nEE FONT! & AULDLLP\n\nPrivate Enforcement of Federal Securities Laws: Institutional Investors Continue to\nOutpace SEC,\u201d and \u201cClaims Filing in Australia: Missed Recovery Opportunities for\nAmerican Investors\u201d in NCPERS PERSist. She co-authored \u201cThe Australian Securities\nClass Action Landscape and Potential Changes Ahead\u201d in The National Association\nof Public Pension Attorneys Report.\n\nPrior to joining BFA, Erin was a Director at an industry-leading claims administration\nfirm, where she provided plaintiffs\u2019 and defense counsel comprehensive, accurate,\nand practical approaches to class action and mass tort settlement administration.\n\nWhile working with BFA\u2019s founding partners as an associate at their prior firm, Erin\nlitigated securities class actions such as/n re Celestica Inc. Securities\nLitigation and In re NovaGold Resources Inc. Securities Litigation, which resulted in a\ncross-border settlement that was at the time the largest settlement under Canada\u2019s\nsecurities class action laws, and two related cases against OppenheimerFunds Inc.\nthat resulted in a $100 million settlement.\n\nErin is a member of the National Association of Public Pension Attorneys (NAPPA),\nNational Conference of Public Employee Retirement Systems (NCPERS), National\nCouncil on Teacher Retirement (NCTR), National Association of State Retirement\nAdministrators (NASRA), State Association of County Retirement Systems (SACRS),\nCalifornia Association of Public Retirement Systems (CALAPRS), and a number of\nadditional organizations.\n\nErin earned a B.A. from Villanova University in 2004 and a J.D. from Brooklyn Law\nSchool in 2008. She is admitted to practice in New York (2009), the U.S. Courts of\nAppeals for the Ninth Circuit (2010) and Second Circuit (2011), and the U.S. District\nCourt for the Southern District of New York (2009).\n\n=Taat-ViMmelr-laasiicvelr-ire Mi meelan\n\nDERRICK FARRELL OK) Hal Oar 5c 1\u00b0 ed boys)\nearner Delaware\n\nAAA evicltshwAee)aaVAd aciicsilelats] VA\nrof-Vad(et@itslaa=)I|\n\nDerrick Farrell is a Partner in the Delaware office and focuses his practice on\nrepresenting stockholders in direct and derivative breach of fiduciary duty class\naction litigation. Derrick has substantial trial experience in the Delaware Court of\nChancery.\n\nDerrick served as one of the attorneys representing the lead plaintiff in /n re: Delf\nTechnologies Inc. Class V Stockholders Litigation, which challenged the acquisition\nof Dell\u2019s Class V tracking stock by Dell\u2019s controllers. In November 2022, the parties\nreached an agreement to settle the case for $1 billion. If approved by the Delaware\nCourt of Chancery, it will be the largest settlement in U.S. state court history.\n\nFIRM RESUME 31\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\n\u2014 DEA\n\nMB LEICHMAR\nEE FONT! & AULDLLP\n\nDerrick also served as a lead member of the trial team and successfully obtained a\n$3.1 million partial settlement in /n re Sears Hometown and Outlet Stores Inc.\nStockholders Litigation. |In addition to helping lead the trial team, Derrick\nsuccessfully argued and won a motion to exclude the expert report and testimony\nof one of defendants\u2019 expert witnesses. The case is currently in post-trial briefing.\n\nDerrick has tried a number of other cases in the Delaware Court of Chancery\nincluding: /n re Appraisal of Ancestry.com, Inc.; 1Q Holdings, Inc. v. Am. Commercial\nLines Inc.; and In re Cogent, Inc. Shareholder Litigation. He has also argued before\nthe Delaware Supreme Court on multiple occasions.\n\nDerrick began his career as a Clerk for the Honorable Donald F. Parsons, Jr., Vice\nChancellor, Court of Chancery of the State of Delaware and thereafter gained\nsubstantial M&A experience as a defense lawyer at a prominent global law firm. He\nhas guest lectured at Harvard University and co-authored numerous articles for\nvarious publications, including the Harvard Law School Forum on Corporate\nGovernance and Financial Regulation and PLI.\n\n=Taat=limer=le r= WARiG ey t- lt hwaene) aa}\n\nANNE K. DAVIS Oakland a=) Pl eS howe: 2 Boye T ey (5)\nPartner ae\n\nAAA ovale Were anVA elaelicsikelat-1 V4\nFlalat=txe thd\n\nAnne Davis has more than a decade of experience litigating complex matters in both\nfederal and state courts, including the courts of California, Delaware, and Kansas.\nShe focuses her practice on complex investigations and litigation of antitrust,\nconsumer, and securities matters.\n\nAnne was a key member of the team litigating /n re: Facebook, inc. Consumer\nPrivacy User Profile Litigation, which resulted in the largest privacy class action\nsettlement in history at $725 million. Anne is currently a key member of the team\nlitigating /n re Google RTB Consumer Privacy Litigation; and is also litigating /n re\nLocal TV Advertising Antitrust Litigation, In re Domestic Airlines Travel Antitrust\nLitigation, In Re: ZF-TRW Airbag Control Units Products Liability Litigation, and In re\nMexican Government Bonds Antitrust Litigation. Anne was named a National Trial\nLawyers Top 100 litigator in 2023. She serves on the Executive Committee of the\nCalifornia Lawyers Association\u2019s Antitrust and Unfair Competition Law Section, is an\nactive member of and contributor to WG1l (Data Security and Privacy Liability) for\nthe Sedona Conference, and serves on the drafting team for the Sedona Conference\nData Privacy Primer, Second Edition. Anne is a current member of faculty for PLI\u2019s\nannual Accounting for Lawyers seminar.\n\nPrior to joining BFA, Anne served as a Principal Counsel for Sales Practice\nEnforcement at the Financial Industry Regulatory (FINRA), where she, as\nappropriate, brought charges and negotiated resolutions or litigated formal actions\n\nFIRM RESUME 32\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\n\u2014 DEA\n\nMB LEICHMAR\nEE FONT! & AULDLLP\n\npertaining to violations of FINRA, U.S. Securities and Exchange Commission (SEC),\nand Municipal Securities Rulemaking Board (MSRB) rules, and the federal securities\nlaws by registered individuals and FINRA member firms.\n\nBefore FINRA, she was a senior associate at a global law firm, where she specialized\nin securities litigation and enforcement, complex civil litigation, and internal\ninvestigations.\n\nAnne earned a B.A. with honors from DePaul University (2002), a M.A. (Political\nScience) from the University of Michigan (2006), and a J.D. from the University of\nMichigan Law School (2008). She is admitted to practice in California (2009), the\nU.S. Court of Appeals for the Ninth Circuit (2023), and the U.S. District Courts for\nthe Northern (2010), Central (2011) and Eastern (2014) Districts of California and the\nEastern District of Michigan (2019).\n\n=lant- iM) ,@\u00a5lelele-l@eyr-It- i maelan\n\nEVAN KUBOTA N York a=) He AAA ston eee\nPartner ew Yor\n\nYAW AYA eli- lth excel aa}\nVA) d)i-53-110) at-1VA2\\4= label AU love)\n\nEvan Kubota brings substantial experience in all stages of litigation, from pre-suit\ninvestigation and strategic advice through motion practice, discovery, trial, and\nappeal. His experience includes complex securities and derivative actions,\nbankruptcy confirmation and adversary proceedings, and regulatory investigations.\nHe has taken and defended numerous depositions, worked closely with damages\nand industry experts, and participated in several trials.\n\nEvan was a member of the team prosecuting the case against Teva Pharmaceutical\nIndustries, Ltd., Granite Construction Incorporated, and Gatos Silver, Inc., and is\ncurrently litigating class actions against TaskUs, Inc., Bioventus Inc., Talis Biomedical\nCorp., and Exicure Inc., as well as sovereign debt litigation against Sri Lanka and the\nRepublic of Argentina.\n\nPrior to joining BFA in 2019, Evan was an associate at Paul, Weiss, Rifkind, Wharton\n& Garrison LLP for nine years, where he litigated high-profile matters on behalf of\nfinancial institutions and issuers in a variety of industries. Representative matters\ninclude plaintiff's counsel in breach of contract, fraud and civil RICO litigations\nagainst a distressed insurance company; debtor\u2019s counsel in a leading media\ncompany\u2019s Chapter Tl bankruptcy, which eliminated over $1 billion in debt; and the\ndefense of numerous RMBS-related litigations, arbitrations, and investigations in the\nwake of the financial crisis.\n\nEvan earned a B.A. from the University of Florida, cum laude, in 2007 and a J.D.\nfrom Harvard Law School, cum /faude, in 2010. He is admitted to practice in New\nYork (2011), as well as the U.S. District Courts for the Southern and Eastern Districts\nof New York (2011).\n\nFIRM RESUME 33\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\nDEA |\n\nMB LEICHMAR\nEE FONT! & AULDLLP\n\n=eatsliMmeciall.convslydcelrclt-\\imece)an\n\nROSS SHIKOWITZ N York aK-) Hol a esto Le SS)\nPartner ee\n\nAAA evil Were anVd laelicikelat-1 V4\nested aco) Ah 4\n\nRoss Shikowitz focuses his practice on investigating, analyzing and prosecuting\ncomplex securities matters on behalf of institutional investors.\n\nFor over a decade, Ross has been advising many of the world\u2019s largest and most\nsophisticated institutional investors concerning their rights and potential legal\nclaims arising out of securities-related matters. He is a senior member of the firm\u2019s\nClient Monitoring and Case Evaluation Group in which he, together with a team of\nattorneys and financial analysts, develops and recommends legal strategies to the\nfirm\u2019s clients.\n\nRoss was one of the lead attorneys that litigated the securities class action against\nGranite Construction Incorporated and achieved a $129 million resolution on behalf\nof the class. For his success representing investors, Ross has consistently been\nnamed as a \u201cRising Star\u201d and a member of \u201cSuper Lawyers\u201d in the area of securities\nlitigation by Thompson Reuters Super Lawyers. He was also recognized by The\nLegal 500 for his work representing investors.\n\nCurrently, Ross serves as a Vice President of the Institute for Law and Economic\nPolicy, a public policy research and educational foundation whose mission is to\npreserve, study, and enhance investor and consumer access to the civil justice\nsystem. In addition, Ross served as a member of Law 360\u2019s 2023 Securities Editorial\nAdvisory Board, which provides the organization with expert insight into relevant\ntrends in securities litigation. Ross has also authored several articles focused on\ninvestor protection that have been published by the National Association of Public\nPension Attorneys, among others.\n\nPrior to joining the firm, Ross successfully represented numerous institutions that\nwere misled when investing in residential mortgage-backed securities and\nparticipated in the resolution of securities class actions concerning a European car\nmanufacturer as well as a U.S. technology company.\n\nRoss earned a B.A., cum laude, from Skidmore College, and an M.A. from Indiana\nUniversity-Bloomington. He earned a J.D., cum laude, from Brooklyn law School\n(2010) where he worked as a research assistant to Brooklyn Law School Professor of\nLaw Emeritus Norman Poser, a widely respected expert in international and\ndomestic securities regulation. He also served as a judicial intern to the Honorable\nBrian M. Cogan of the Eastern District of New York, a legal intern for the Major\nNarcotics Investigations Bureau of the Kings Country District Attorney\u2019s Office, and\na summer associate at a prominent defense firm.\n\nFIRM RESUME 34\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\nDEA\n\nMB LEICHMAR\nME FONT! & AULD LLP\n\nRoss is admitted in New York (2011), and the U.S. District Court for the Southern\nDistrict of New York (2011) and the Eastern District of New York (2011).\n\nCi =laat-limmeler-1el-)a@leyir-lt-hn mere) aa)\n\nGEORGE BAUER\n\nPartner New York OA AANA Olir=lt=hmeore) an)\n\nWhol aeyi- ste) atl VAel-\\e) ae (mn es- 100-14\n\nGeorge Bauer is a partnerin the Westchester office where he represents\ninstitutional investors in complex securities and investment-related disputes.\n\nGeorge was a member of the teams that prosecuted BFA\u2019s cases against Granite\nConstruction Inc. and Allianz Global Investors U.S., L.L.C. George is currently on the\nteams litigating BFA\u2019s securities cases against Bioventus, Inc., Twist Bioscience\nCorp., and Citigroup, and was a member of the team that litigated the Firm\u2019s\nderivative stockholder action against Tesla and its Board of Directors in Delaware\nChancery Court.\n\nGeorge has taken a lead role in all stages of complex civil litigation, from pre-suit\ninvestigation through motion practice, discovery, summary judgment, and trial.\nWhile an associate and later junior partner at Kirkland & Ellis LLP, George gained\nexperience taking and defending depositions, working with expert consultants and\nwitnesses, and appearing in court. In addition, George has handled numerous\ninternal investigations and investigations by both the U.S. Department of Justice and\nthe U.S. Securities and Exchange Commission. George has represented clients in\nconnection with complex regulatory enforcement matters dealing with, among\nother things, securities fraud, commodities fraud, and foreign bribery issues. He has\nalso advised transactional teams on litigation and compliance related risks. Prior to\nKirkland, George attended Brooklyn Law School where he served as a student\nprosecutor in the Kings County District Attorney\u2019s office and led the prosecution of\nmisdemeanor domestic violence cases. He also interned at the New York City Police\nDepartment, the U.S. Attorney\u2019s Office for the Eastern District of New York, the\nFederal Trade Commission, and the New York Attorney General\u2019s Office.\n\nGeorge earned a B.A. from the University of Massachusetts at Amherst, cum /aude,\nin 2008 and a J.D. from Brooklyn Law School, magna cum laude, in 2011. He is\nadmitted to practice in New York (2012), the Eastern District of New York (2013),\nand the Southern District of New York (2014).\n\nCian =laat-lipe olelelaaclelr-lteh i meelan\n\nBENJAMIN F. BURRY N York Ce =) ot A ho 3\u00b0 YE\nPartner ew yor\n\nCn AWA A SLE teh exela a]\nWhol ae)i- tle) at- EVA ey-valt-laaliamdolelaa's\n\nBenjamin has substantial experience representing clients in a broad range of\ncomplex commercial and statutory litigation matters, including in contract and\n\nFIRM RESUME 35\n\fCase No. 1:22-cv-00453-PAB-KAS Document91-6 _ filed 04/26/24 USDC Colorado\n\nDEA\n\nMB LEICHMAR\nME FONT! & AULD LLP\n\ninvestment disputes, intellectual property disputes, actions involving a wide array of\nbusiness torts, fraud, breach of fiduciary duty, securities class actions, shareholder\nderivative litigation, and bankruptcy litigation, as well as cases involving the Federal\nArbitration Act. He has represented clients in federal and state courts throughout\nthe United States, including bankruptcy court, as well as arbitration forums, private\nmediation, and in enforcement proceedings.\n\nBenjamin was a member of the teams that prosecuted the securities class actions\nagainst Teva Pharmaceutical Industries, Ltd., Granite Construction Incorporated, and\nGatos Silver, Inc., and is currently a member of the teams prosecuting securities\nclass action cases against Citigroup Bioventus, Inc., and Twist Bioscience Corp.\n\nBenjamin also maintains an active pro bono practice, including representing\nNew York City parks and community gardens in civil litigation as well as in corporate\ngovernance issues, land rights, local law and regulations, licensing and leases.\n\nPrior to joining BFA, Benjamin was a senior associate at Sidley Austin LLP, where he\nwas a member of the firm\u2019s securities and shareholder litigation, commercial\nlitigation and disputes, and Supreme Court and appellate practices.\n\nBenjamin earned a B.A., magna cum laude, from Illinois Wesleyan University in 2007\nand a J.D. from the University of Chicago Law School in 2010. Benjamin is admitted\nto practice in the U.S. Court of Appeals for the Second Circuit (2014) and the U.S\nDistrict Courts for the Southern and Eastern Districts of New York (2013). After\nearning his law degree, Benjamin served as law clerk to the Honorable Susan P.\nRead of the New York Court of Appeals.\n\nCn la at= |i Pa exelalaslaalameolicltehn mere) an)\nKENDRA SCHRAMM N Vork Ca K-) Ha a sto ots}\nOf Counsel ew Yor\n\nCANA A ovi-lt=) merelaal\nWhey geyi-t110) at 1RVA