Sunshine Silver Mining & Refining Co美股招股说明书(2026-06-05版)

SUNSHINE SILVER MINING & REFINING COMPANYCOMMON STOCK We are selling 20,000,000 shares of common stock to the underwriters in a firm commitment offering. Prior to this offering, there has been no public market for our common stock. The initial public offering price is$13.50 per share. We have been approved to list our common stock on the New York Stock Exchange (the“NYSE”) under the symbol “SSMR.” The underwriters have an option to purchase a maximum of 3,000,000 additional shares of common stock fromus to cover over-allotments. The underwriters can exercise this option at any time within 30 days from the date ofthis prospectus. We are an “emerging growth company” as defined under the federal securities laws and, as such, are subject tocertain reduced public company reporting requirements for this prospectus and future filings. See “ProspectusSummary—Implications of Being an Emerging Growth Company.” The Electrum Group LLC (together with its affiliates, “Electrum”) will control approximately 60.7% of thevoting power of our common stock outstanding upon completion of this offering (or approximately 59.5% if theunderwriters exercise their option to purchase additional shares of our common stock from us in full). As a result,we will be a “controlled company” within the meaning of the corporate governance rules of the NYSE, and wehave elected not to comply with certain corporate governance requirements otherwise applicable to listedcompanies. See “Management—Controlled Company Status.” (1)See “Underwriting and Plan of Distribution” for a description of compensation to be paid to the underwriters. Delivery of the shares of common stock will be made on or about June5, 2026 through the book-entry facilitiesof The Depositary Trust Company. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representationto the contrary is a criminal offense. TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1THE OFFERING24SUMMARY CONSOLIDATED FINANCIAL DATA27RISK FACTORS29CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS51USE OF PROCEEDS53DIVIDEND POLICY54CAPITALIZATION55DILUTION56MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS57INDUSTRY OVERVIEW65BUSINESS71MANAGEMENT117EXECUTIVE AND DIRECTOR COMPENSATION122CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS130PRINCIPAL STOCKHOLDERS134DESCRIPTION OF CAPITAL STOCK136U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCK139SHARES ELIGIBLE FOR FUTURE SALE142UNDERWRITING AND PLAN OF DISTRIBUTION144LEGAL MATTERS152EXPERTS152WHERE YOU CAN FIND MORE INFORMATION153GLOSSARY OF TECHNICAL TERMS154INDEX TO FINANCIAL STATEMENTSF-1 TABLE OF CONTENTS ABOUT THIS PROSPECTUS Unless the context otherwise requires, the “Company,” “we,” “us” and “our” refer to Sunshine Silver Mining &Refining Company and its consolidated subsidiaries. The discussion of our financial condition and results of operations should be read together with our auditedconsolidated financial statements for the years ended December31, 2025 and 2024 and our unaudited consolidatedfinancial statements for the three months ended March 31, 2026 and 2025 prepared in accordance with U.S.generally accepted accounting principles and the related notes and the other financial information includedelsewhere in this prospectus. Certain figures and percentages included in this prospectus have been subject to rounding adjustments, and allquantities of Mineral Resource estimates are rounded to the appropriate number of relevant units. Accordingly, totalsand sums presented in this prospectus may not add up due to rounding. Unless otherwise indicated, all references to “U.S. dollars,” “dollars” and “$” in this prospectus are to the lawfulcurrency of the United States of America. All references to ounces in this prospectus are to troy ounces, unlessotherwise specified. MARKET AND INDUSTRY DATA AND FORECASTS This prospectus includes market and industry data and forecasts that we have developed from independent researchreports, publicly available information, various industry publications, other published industry sources or ourinternal data and estimates. Independent research reports, industry publications and other published industry sourcesgenerally indicate that the information contained therein was obtained from sources believed to be reliable, but donot guarantee the accuracy and completeness of such information. Although we believe that the publications andreports are reliable, neither we nor the underwriters have independently verified the data. Our internal data,estimates and forecasts are based on information obtained from trade and business organizations and other contactsin the markets in which we operate and our management’s understanding of industry conditions. Although webelieve that such information is relia