Sec Form 3 Filing - Ospraie Real Assets Fund LP @ Sunshine Silver Mining & Refining Co - 2026-06-03

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Ospraie Real Assets Fund LP
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)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O OSPRAIE MANAGEMENT, LLC, 411 THEODORE FREMD AVENUE, SUITE 240
3. Date of Earliest Transaction (MM/DD/YY)
06/03/2026
(Street)
RYE, NY10580
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 22,699,490 D ( 1 ) ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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) $ 2.868 09/02/2022 ( 3 ) Common Stock 2,615,060 D ( 1 ) ( 2 )
Option (right to buy) $ 4 ( 4 ) 07/15/2035 Common Stock 250,000 D ( 1 ) ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ospraie Real Assets Fund LP
C/O OSPRAIE MANAGEMENT, LLC
411 THEODORE FREMD AVENUE, SUITE 240
RYE, NY10580
X
Ospraie Real Assets GP LLC
C/O OSPRAIE MANAGEMENT, LLC
411 THEODORE FREMD AVENUE, SUITE 240
RYE, NY10580
X
Ospraie Management, LLC
411 THEODORE FREMD AVENUE, SUITE 240
RYE, NY10580
X
Ospraie Holding I, L.P.
C/O OSPRAIE MANAGEMENT, LLC
411 THEODORE FREMD AVENUE, SUITE 240
RYE, NY10580
X
Ospraie Management, Inc.
C/O OSPRAIE MANAGEMENT, LLC
411 THEODORE FREMD AVENUE, SUITE 240
RYE, NY10580
X
Anderson Dwight
C/O OSPRAIE MANAGEMENT, LLC
411 THEODORE FREMD AVENUE, SUITE 240
RYE, NY10580
X
Signatures
Ospraie Real Assets Fund LP By: Ospraie Real Assets GP LLC, its General Partner By: /s/ Dwight Anderson Managing Member 06/03/2026
Signature of Reporting Person Date
Ospraie Real Assets GP LLC By: Dwight Anderson Managing Member 06/03/2026
Signature of Reporting Person Date
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 06/03/2026
Signature of Reporting Person Date
Ospraie Holding I, L.P. By: Ospraie Management, Inc., its General Partner By: /s/ Dwight Anderson Sole Owner 06/03/2026
Signature of Reporting Person Date
Ospraie Management, Inc. By: /s/ Dwight Anderson Sole Owner 06/03/2026
Signature of Reporting Person Date
/s/ Dwight Anderson 06/03/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Ospraie Management, LLC ("OM LLC") is the investment manager of Ospraie Real Assets Fund LP ("ORA Fund") and has been delegated voting and investment power and thus beneficial ownership of the securities of Sunshine Silver Mining & Refining Company (the "Issuer") held directly 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.
( 2 )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.
( 3 )The warrant held by ORA Fund is exercisable until the earlier of (i) September 2, 2027 and (ii) the closing of an initial public offering by the Issuer.
( 4 )The options vest and become exercisable in three equal annual installments beginning on July 15, 2026.

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