| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Sunshine Silver Mining & Refining Co [ SSMR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/05/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.001 per share | 06/05/2026 | X | 2,615,060 | A | $2.87 | 25,314,550 | D(3)(4) | |||
| Common Stock, par value $0.001 per share | 06/05/2026 | S(1)(2) | 555,555 | D | $13.5 | 24,758,995 | D(3)(4) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant (right to buy) | $2.87 | 06/05/2026 | X | 2,615,060 | 09/02/2022 | (5) | Common Stock | 2,615,060 | $0 | 0 | D(3)(4) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On June 5, 2026, in connection with the closing by Sunshine Silver Mining & Refining Company (the "Issuer") of the initial public offering of its common stock (the "IPO"), a warrant to purchase 2,615,060 shares of the common stock of the Issuer (the "Warrant"), exercisable at $2.87 per share, held by Ospraie Real Assets Fund LP ("ORA Fund"), was automatically exercised on a cashless basis, resulting in the Issuer withholding 555,555 of the warrant shares to pay the exercise price and issuing to ORA Fund the remaining 2,059,505 shares. |
| 2. The Warrant was outstanding as of the date of the Issuer's prospectus (the "Prospectus") relating to the IPO as disclosed in the Prospectus. This filing solely relates to the cashless exercise of the Warrant, which was effected solely by the surrender to the Issuer of shares of the Issuer's common stock issuable upon exercise of the Warrant and the Issuer's cancellation thereof to pay the exercise price of the Warrant. No shares of the Issuer's common stock were sold by the reporting person(s) and the shares issued to ORA Fund upon the cashless exercise of the Warrant remain subject to the lock-up agreement that was entered into by ORA Fund in connection with the IPO and disclosed in the Prospectus. |
| 3. Ospraie Management, LLC ("OM LLC") is the investment manager of ORA Fund and has been delegated voting and investment power and thus beneficial ownership of the securities of the Issuer held by ORA Fund. Ospraie Holding I, LP ("Ospraie Holding") may be deemed to beneficially own the securities of the Issuer held by ORA Fund as the managing member of OM LLC. Ospraie Management, Inc. ("OM Inc.") may be deemed to beneficially own the securities of the Issuer held by ORA Fund as the general partner of Ospraie Holding. |
| 4. Ospraie Real Assets GP LLC ("Ospraie GP") may be deemed to beneficially own the securities of the Issuer held by ORA Fund as the general partner of ORA Fund. Dwight Anderson may be deemed to beneficially own the securities of the Issuer held by ORA Fund as the managing member of Ospraie GP and as the sole owner of OM Inc. Each reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, if any. |
| 5. The warrant is exercisable until September 2, 2027; provided, that the warrant shall automatically be deemed to be exercised, on a cashless exercise basis, as to all shares of common stock of the Issuer for which it shall not previously have been exercised, upon the closing of an initial public offering by the Issuer. |
| Ospraie Real Assets Fund LP By: Ospraie Real Assets GP LLC, its General Partner By: /s/ Dwight Anderson Managing Member | 06/08/2026 | |
| Ospraie Real Assets GP LLC By: Dwight Anderson Managing Member | 06/08/2026 | |
| Ospraie Management, LLC By: Ospraie Holding I, L.P., its Managing Member By: Ospraie Management, Inc., its General Partner By: /s/ Dwight Anderson Sole Owner | 06/08/2026 | |
| Ospraie Holding I, L.P. By: Ospraie Management, Inc., its General Partner By: /s/ Dwight Anderson Sole Owner | 06/08/2026 | |
| Ospraie Management, Inc. By: /s/ Dwight Anderson Sole Owner | 06/08/2026 | |
| /s/ Dwight Anderson | 06/08/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||