ESOF II GP Form 3 Initial statement of insider ownership

SEC Form 3

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^*

Electrum Silver US LLC

(Last) (First) (Middle)

535 MADISON AVENUE, 12TH FL.

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/27/2020

3. Issuer Name and Ticker or Trading Symbol
Sunshine Silver Mining & Refining Corp [ GATO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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	50,736,473	D(1)
Common Stock	4,769,922	D(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Convertible Notes(3)	(4)	(4)	Common Stock	(4)	(4)	D(2)(3)

1. Name and Address of Reporting Person^*

Electrum Silver US LLC

(Last) (First) (Middle)

535 MADISON AVENUE, 12TH FL.

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Electrum Silver US II LLC

(Last) (First) (Middle)

C/O THE ELECTRUM GROUP LLC

535 MADISON AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Electrum Strategic Opportunities Fund II GP L.P.

(Last) (First) (Middle)

535 MADISON AVENUE

12TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ESOF II GP Ltd.

(Last) (First) (Middle)

535 MADISON AVENUE

12TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Electrum Group Ltd.

(Last) (First) (Middle)

535 MADISON AVENUE

12TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Electrum Strategic Management LLC

(Last) (First) (Middle)

535 MADISON AVENUE

12TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Electrum Strategic Opportunities Fund II L.P.

(Last) (First) (Middle)

535 MADISON AVENUE

12TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ELECTRUM GLOBAL HOLDINGS L.P.

(Last) (First) (Middle)

535 MADISON AVENUE

12TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TEG Global GP Ltd.

(Last) (First) (Middle)

535 MADISON AVENUE

12TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

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. As a result, ESM, Global Holdco, TEG Global and TEG may be deemed to beneficially own shares of the Issuer's common stock held by ESUS. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each reporting person disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

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. As a result, ESOF II, ESM, Global Holdco, TEG Global, ESOF II GP L.P. and ESOF II GP may be deemed to beneficially own shares of the Issuer's common stock held by ESUS II.

3. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each reporting person disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

4. These securities represent $15,000,000 aggregate principal amount of convertible promissory notes (the "Notes"), issued pursuant to that certain Convertible Notes Purchase Agreement, dated April 20, 2020 (as amended to the date hereof, the "Convertible Notes Purchase Agreement"). The Notes are owned directly by ESUS II. The Notes will convert to shares of common stock of Gatos Silver, Inc. (the "Company") upon consummation of the initial public offering ("IPO") of the Company at a price per share equal to the lesser of (i) 80% of the offering price of the IPO or (ii) $7.50 per share (based on the number of shares outstanding immediately prior to the IPO).

	The Electrum Group LLC, By: /s/ Michael H. Williams, Senior Managing Director	10/27/2020
	Electrum Silver US LLC, By: Electrum Strategic Management, its Manager, By: /s/ Andrew M. Shapiro, Managing Director	10/27/2020
	Electrum Silver US II LLC, By: Electrum Strategic Management, its Manager, By: /s/ Andrew M. Shapiro, Managing Director	10/27/2020
	Electrum Strategic Management LLC, By: /s/ Andrew M. Shapiro, Managing Director	10/27/2020
	Electrum Global Holdings L.P., By: TEG Global GP Ltd., its general partner, By: /s/ Andrew M. Shapiro, Director	10/27/2020
	TEG Global GP Ltd., By: /s/ Andrew M. Shapiro, Director	10/27/2020
	Electrum Strategic Opportunities Fund II L.P., By: Electrum Strategic Opportunities Fund II GP L.P., its general partner, By: ESOF II GP Ltd., its general partner, By: /s/ Michael H. Williams, Director	10/27/2020
	Electrum Strategic Opportunities Fund II GP L.P., By: ESOF II GP Ltd., its general partner, By: /s/ Michael H. Williams, Director	10/27/2020
	ESOF II GP Ltd., By: /s/ Michael H. Williams, Director	10/27/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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