| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/03/2026 |
3. Issuer Name and Ticker or Trading Symbol
Sunshine Silver Mining & Refining Co [ SSMR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 75,938,300 | I | By Electrum Silver US LLC(1) |
| Common Stock | 7,365,270 | I | By Electrum Silver US II LLC(2) |
| Common Stock | 1,266,260 | I | By Tigris Financial Group Ltd.(3) |
| Common Stock | 60,010 | I | By Manul Capital Management LLC(4) |
| Common Stock | 393,230 | I | By GRAT Holdings LLC(5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrant (right to buy) | 09/02/2022 | 09/02/2027 | Common Stock | 2,739,640 | $2.87 | I | By Electrum Silver US LLC(1) |
| Warrant (right to buy) | 07/15/2025 | 07/15/2027 | Common Stock | 4,697,120 | $5 | I | By Electrum Silver US LLC(1) |
| Warrant (right to buy) | 11/05/2025 | 11/05/2027 | Common Stock | 1,875,000 | $5 | I | By Electrum Silver US LLC(1) |
| Warrant (right to buy) | 12/29/2025 | 12/29/2027 | Common Stock | 1,369,650 | $5 | I | By Electrum Silver US LLC(1) |
| Warrant (right to buy) | 07/15/2025 | 07/15/2027 | Common Stock | 927,890 | $5 | I | By Electrum Silver US II LLC(2) |
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. These securities are owned directly by Electrum Silver US LLC ("ESUS"). Electrum Strategic Management LLC ("ESM") is the manager of ESUS. ESM is wholly owned by Electrum Global Holdings L.P. ("Global Holdco"), and TEG Global GP Ltd. ("TEG Global") is the general partner of Global Holdco. The Electrum Group LLC ("TEG") acts as an investment advisor to Global Holdco. Thomas S. Kaplan, Chairman of the Issuer's Board of Directors, is also Chairman, Chief Executive Officer and Chief Investment Officer of TEG. Each of these reporting persons (other than Mr. Kaplan who is a director of the Issuer) may be deemed to be a director by deputization of the Issuer. |
| 2. These securities are owned directly by Electrum Silver US II LLC ("ESUS II"). Electrum Strategic Opportunities Fund II L.P. ("ESOF II") owns 99% of ESUS II, and ESM is the manager of ESUS II. ESM is wholly owned by Global Holdco, and TEG Global is the general partner of Global Holdco. The general partner of ESOF II is Electrum Strategic Opportunities Fund II GP L.P. ("ESOF II GP L.P."), and the general partner of ESOF II GP L.P. is ESOF II GP Ltd. ("ESOF II GP"). ESOF II GP is wholly owned by Global Holdco. TEG acts as an investment advisor to ESOF II. Thomas S. Kaplan, Chairman of the Issuer's Board of Directors, is also Chairman, Chief Executive Officer and Chief Investment Officer of TEG. Each of these reporting persons (other than Mr. Kaplan who is a director of the Issuer) may be deemed to be a director by deputization of the Issuer. |
| 3. These securities are owned directly by Tigris Financial Group Ltd., which is wholly owned by Thomas S. Kaplan. |
| 4. These securities are owned directly by Manul Capital Management LLC. Thomas S. Kaplan serves as managing member of Manul Capital Management LLC. |
| 5. These securities are owned directly by GRAT Holdings LLC. Thomas S. Kaplan serves as managing member of GRAT Holdings LLC. |
| Remarks: |
| The reporting persons may be deemed to be members of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding common stock. The filing of this report shall not be deemed to be an admission that the reporting persons are members of such a group. Each reporting person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest, if any, and this report shall not be deemed to be an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the reporting persons have filed a separate Form 3. |
| Tigris Financial Group Ltd., By: /s/ Andrew M. Shapiro, President | 06/03/2026 | |
| Manul Capital Management LLC, By: /s/ Andrew M. Shapiro, President | 06/03/2026 | |
| GRAT Holdings LLC., By: /s/ Andrew M. Shapiro, President | 06/03/2026 | |
| ** 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 5 (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. | ||