November 8, 2019
Stephen Orr
Executive Chairman and Chief Executive Officer
Sunshine Silver Mining & Refining Corporation
1660 Lincoln Street
Suite 2750
Denver, CO 80264
Re: Sunshine Silver Mining & Refining Corporation
Draft Registration Statement on Form S-1
Submitted October 15, 2019
CIK No. 0001517006
Dear Mr. Orr:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Draft Registration Statement on Form S-1
Notice Regarding Mineral Disclosure, page 2
1. We note your disclosure that you have chosen to voluntarily comply with
the SEC Mining
Modernization Rules in this registration statement. In addition you are
currently preparing
updated technical reports, which will comply with the SEC Mining
Modernization Rules,
that will be filed as exhibits to future amendments. Please modify your
prospectus and
file all required technical reports to comply with the requirements of
Regulation S-K
Items 1300 through 1305.
Stephen Orr
FirstName LastNameStephen Orr Corporation
Sunshine Silver Mining & Refining
Comapany 8, 2019
November NameSunshine Silver Mining & Refining Corporation
Page 2
November 8, 2019 Page 2
FirstName LastName
Prospectus Summary, page 3
2. Disclosure appears to indicate that Electrum will beneficially own
more than 50% of your
voting common stock and will have control over the outcome of director
elections. Please
tell us whether you may be a controlled company under applicable
exchange listing
standards, and, if so, whether you will use related exemptions to
governance rules under
those standards.
The Company, page 3
3. Please state whether your qualified persons (QP's) are employees of
your company and
provide the additional information required by Regulation S-K Item
1302(b)(5).
4. We note your disclosure that all mineral reserves and mineral
resources contained in the
prospectus are presented on a 100% basis. Please modify your filing
and report your
resources and reserves that are attributable to your ownership
interest. See Regulation S-
K Item 1303(b)(3)(iii).
5. The reserve disclosures in this section and elsewhere in your filing
are disclosed as the
sum of your proven and probable reserves. Please revise your filing
and disclose proven
reserves separate from probable reserves in the prospectus and
technical reports. See
Regulation S-K Item 1303(b)(3).
Principal Projects, page 4
6. We note your references to the Esther and the Amapola deposits in this
section and
elsewhere in your filing. Please provide the technical reports for
these properties. See
Regulation S-K Item 1302(b)(2)(i).
7. Please identify which of your technical reports are Initial
Assessments, Pre-Feasibility, or
Feasibility Studies, as defined by Regulation S-K Item 1300. Please
include the Qualified
Persons (QP) and the effective dates of these reports so the
appropriate report may be
properly identified.
8. We note the references to a Preliminary Economic Assessment (PEA) in
support
of resource disclosures for the Sunshine Complex. Under the Mining
Modernization
Rules resource estimates are required to be based on an Initial
Assessment (IA). Please
revise.
Mineral Resources & Reserve Estimates, page 11
9. Please recalculate and state your resource estimates exclusive of your
reserve estimates.
See Regulation S-K, Item 1303(b)(3)(iii).
Summary of Mineral Resources and Mineral Reserves, page 97
10. Please revise your summary tables to include resources and reserves as
of the end of the
most recently completed fiscal year. Please add the tonnages to your
resources disclosure
Stephen Orr
FirstName LastNameStephen Orr Corporation
Sunshine Silver Mining & Refining
Comapany 8, 2019
November NameSunshine Silver Mining & Refining Corporation
Page 3
November 8, 2019 Page 3
FirstName LastName
in Table 1 and provide proven and probable reserves disclosure in
Table 2. Please revise
the footnotes to each table to include the required disclosure, namely
price, time frame
and point of reference. See Regulation S-K Item 1303(b)(3).
Los Gatos district, page 99
11. Please provide more specific location information for each material
property. In addition,
please revise the map on page 113 to include scale bars and north
arrows for orientation.
See Regulation S-K Item 1304(b)(1)(i).
Mineral Resource Estimates Cerro Los Gatos Mine, Esther and Amapola Deposits,
page 107
12. Please disclose and explain the different prices used to calculate
your resources and
reserves compared to those prices used to calculate you silver
equivalent grades.
13. Please disclose resources as of the end of the most recently completed
fiscal year. Please
state your metallurgical recoveries with your selected point of
reference. Please provide
the required footnote information. See Regulation S-K Item 1304(d)(1).
Please provide a
discussion of the material assumptions underlying the estimates along
with cites to the
corresponding sections of the technical report. See Item 1304(f).
Mineral Reserve Estimates Cerro Los Gatos Mine, page 108
14. Please disclose reserves as of the end of the most recently completed
fiscal year. Please
state your metallurgical recoveries with your selected point of
reference. Please provide
the required footnote information. See Regulation S-K Item 1304(d)(1).
Please provide a
discussion of the material assumptions underlying the estimates along
with cites to the
corresponding sections of the technical report. See Item 1304(f).
Capital and Operating Costs, page 110
15. Please state the accuracy of your Initial Assessments,
Pre-feasibility, and Feasibility
studies. See Regulation S-K 1302(e)(9) and (12). Item 18 of the
Technical Report
Summary requires statement of the accuracy levels of capital and
operating costs and Item
1304(f) requires disclosure of the material assumptions and criteria
underlying reserve and
resource estimates, along with cites to the corresponding sections of
the technical report.
Infrastructure, Permitting and Compliance Activities, page 110
16. Please summarize your permitting accomplishments and operating
conditions. See
Regulation S-K Item 1303(b)(2)(ii).
Exploration, page 120
17. We note your recent exploration activities regarding the Sunshine mine
over the last year.
Please provide a summary that describes the sampling methods you used
and disclose the
number of samples, the total size or length of the samples, and the
total number of assays.
Stephen Orr
FirstName LastNameStephen Orr Corporation
Sunshine Silver Mining & Refining
Comapany 8, 2019
November NameSunshine Silver Mining & Refining Corporation
November 8, 2019 Page 4
Page 4
FirstName LastName
See Regulation S-K Item 1304(g)(1). Please provide the disclosure
required by Item
1304(g)(2) and (6) with respect to any exploration results.
18. Please describe your planned exploration program at the Sunshine mine
and its
relationship to the diagram presented on page 18. See Regulation S-K,
Item 1304(b)(2).
Mineral Resource Estimates Sunshine Mine, page 122
19. Please disclose resources as of the end of the most recently completed
fiscal year. Please
state your metallurgical recoveries with your selected point of
reference. Please provide
the required footnote information. See Regulation S-K Item 1304(d)(1).
Please provide a
discussion of the material assumptions underlying the estimates along
with cites to the
corresponding sections of the technical report. See Item 1304(f).
2014 Preliminary Economc Assessment Estimates Sunshine Mine, page 124
20. We note your inclusion of inferred resources in your cash flow
analysis. If you include
inferred resources in the cash flow analysis in the Initial
Assessment, please provide the
required additional disclosures. See Regulation S-K Item
1302(d)(4)(ii) and Item
601(b)(96)(iii)(B)(19).
Executive and Director Compensation
Sunshine Silver Mining & Refining Corporation Annual Incentive Plan, page 147
21. We note that you awarded non-equity plan compensation in 2018, as well
as your
disclosure of the types of objective and subjective criteria that you
may use in deciding to
grant an award in any given year. Please revise your disclosure to
include the material
terms of the non-equity incentive plan awards made in 2018, including
a general
description of the formula or criteria used in determining the amounts
payable. Refer to
Item 402(o)(5) of Regulation S-K.
Certain Relationships and Related Party Transactions
Shareholders Agreement, page 151
22. Please further explain the terms of your stockholders' agreement to
indemnify Electrum
and MERS from any losses arising directly or indirectly out of their
actual, alleged or
deemed control or ability to influence control of the company, or the
actual or alleged act
or omission of their director nominees, including any act or omission
in connection with
this offering. For example, please explain if this provision to
indemnify is subject to any
exceptions or types of legal proceedings. When available, please file
the stockholders'
agreement as an exhibit with your registration statement.
Notes to the Consolidated Financial Statements
Note 2. Equity Method Investment, page F-8
23. On pages 5 and 88, you state that "due to the structure of the joint
venture agreement,
Stephen Orr
Sunshine Silver Mining & Refining Corporation
November 8, 2019
Page 5
SSMRC does not exercise control over the LGJV." Please tell us and
disclose why you do
not have control of the joint venture despite having a 70% equity
interest at December 31,
2018 and a 51.5% ownership interest as of June 30, 2019. Please also
explain how you
have considered the guidance in ASC 810-10-15 in determining whether
LGJV is a
variable interest entity (VIE). To the extent you have determined LGJV
is a VIE, please
revise to comply with the disclosure requirements of ASC 810-10-50. To
the extent you
have identified LGJV as a joint venture under ASC 323-10-20, please
explain how joint
control exists and how SSMRC and Dowa exercise joint control over the
entity through
their respective equity interests.
General
24. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
You may contact Myra Moosariparambil, Staff Accountant, at (202)
551-3796 or Craig
Arakawa, Accounting Branch Chief, at (202) 551-3650 if you have questions
regarding
comments on the financial statements and related matters. Please contact George
K. Schuler,
Mining Engineer, at (202) 551-3718 for engineering related questions. Please
contact Kevin
Dougherty, Staff Attorney, at (202) 551-3271 or Loan Lauren Nguyen at (202)
551-3642 with
any other questions.
FirstName LastNameStephen Orr Sincerely,
Comapany NameSunshine Silver Mining & Refining Corporation
Division of Corporation
Finance
November 8, 2019 Page 5 Office of Energy &
Transportation
FirstName LastName