February 21, 2020
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
Amendment No. 7 to
Draft Registration Statement on Form S-1
Submitted February 3, 2020
CIK No. 0001517006
Dear Mr. Orr:
We have reviewed your amended 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.
General
Executive and Director Compensation, page 164
1. Please update your executive compensation disclosure for your latest
fiscal year ended
December 31, 2019. See Item 402(n)(1) of Regulation S-K.
Amendments to Registration Statement and Response to Comments - Received
February 3, 2020
Exhibits 96.1 and 96.2, page 0
2. We note your response to comment 6, indicating you will provide
supplementally, the
Stephen Orr
FirstName LastNameStephen Orr Corporation
Sunshine Silver Mining & Refining
Comapany NameSunshine Silver Mining & Refining Corporation
February 21, 2020
February 21, 2020 Page 2
Page 2
FirstName LastName
excel copies of the cash flow analysis for your Los Gatos and Sunshine
mines. As we
have not received these materials to date, we re-issue comment 6.
Please provide
supplementally the excel copies of the cash flow analysis for your Los
Gatos and
Sunshine mines.
The Company, page 3
3. We note your disclosure of reserve estimates based on the Cerro Los
Gatos Technical
Report, which has an effective date of November 27, 2019. We also note
several other
locations in your filing where your reserve estimates are presented as
of the end of the
fiscal year ended December 31, 2019. Please revise your disclosure to
clearly state your
Los Gatos reserves and the feasibility study results have effective
dates of January 2017
and have not been updated since that time.
Estimated Mineral Reserves, page 13
4. We note the decimal point presentation of your reserve estimate in
this section. Please
modify your filing where you present mineral resource estimates and
round off to
appropriate significant figures chosen to reflect your order of
accuracy.
Sunshine Complex Initial Assessment, page 18
5. We note your statement the Sunshine Mine economic analysis would not
be economically
viable without inferred resources and you have not presented a
separate cash flow analysis
based solely on measured and indicated resources. Please insure this
information is
presented prominently, e.g. in bold type, when presenting the results
of your economic
analysis throughout your filing. See Regulation S-K Item
1302(d)(4)(ii)(c).
Overview, page 70
6. We note you commenced production at the Cerro Los Gatos Mine in August
2019. Please
disclose your production information such as tonnage mined, tonnage
processed, ore
grade, metallurgical recovery, concentrate tonnage, concentrate grade,
etc. See Regulation S-K Item 1303(b)(2)(i).
Mineral Resource Estimates - Cerro Los Gatos Mine, Esther and Amapola Deposits,
page 121
7. We note your disclosure of a cutoff grade calculation for your Cerro
Los Gatos project in
this section and re-issue comment 2. Please modify your disclosure to
include the
information provided for the cutoff grade calculation for your Cerro
Los Gatos project
similar to that found in table 14-11, page 107 of the Cerro Los Gatos
Technical Report,
which has an effective date of November 27, 2019. This would include
operating costs,
prices, and metallurgical recoveries. See Regulation S-K Item
1304(d)(1).
8. We note your disclosure of a cutoff grade calculation for your Amapola
and Ester projects
in this section. Please modify your disclosure to include the
information provided for the
cutoff grade calculation for your Amapola and Ester projects similar
to that found in Table
Stephen Orr
FirstName LastNameStephen Orr Corporation
Sunshine Silver Mining & Refining
Comapany NameSunshine Silver Mining & Refining Corporation
February 21, 2020
February 21, 2020 Page 3
Page 3
FirstName LastName
14-17, page 123 and Table 14-22, page 130, of the Cerro Los Gatos
Technical Report,
which has an effective date of November 27, 2019. This would include
operating costs,
prices, and metallurgical recoveries. See Regulation S-K Item
1304(d)(1).
9. Prices used to estimate resources and reserves must provide a
reasonable basis for
establishing the prospects of economic extraction. The price used must
be disclosed and
an explanation provided, with particularity, your reasons for using
the selected price
including the material assumptions underlying this price selection.
Please revise your
price disclosure for your Cerro Los Gatos, Amapola and Esther
properties. See
Regulation S-K Item 1302(d)(2).
Capital and Operating Costs, page 127
10. We note your disclosure of the Feasibility Capital and Operating Costs
in this section.
Please clearly and prominently state the effective date of feasibility
study, the associated
reserves, and the cost estimates throughout your filing.
Mineral Resource Estimates Sunshine Mine, page 143
11. We note your mineral resource estimate contains the expected mining
dilution and mining
losses and does not reflect in-situ grades. Please modify your filing
and state clearly how
the dilution was calculated for your resource tonnages and grade. In
addition state your
estimated mining losses in your filing. Please reconcile the footnote
which states the
resource grades are in-situ estimates.
12. We note your disclosure of a cutoff grade calculation for your
Sunshine Mine in this
section. Please modify your filing to include the information used to
calculate your cutoff
grade calculation. This would include operating costs, prices, and
metallurgical
recoveries. See Regulation S-K Item 1304(d)(1).
13. Prices used to estimate resources and reserves for the Sunshine mine
must provide a
reasonable basis for establishing the prospects of economic
extraction. The price used
must be disclosed and an explanation provided, with particularity, the
reason for using the
selected price including the material assumptions underlying the
selection. Please revise
your price disclosure for your Sunshine mine property. See Regulation
S-K Item
1302(d)(2).
Exhibit 96.2 Economic Analysis, page 163
14. We note your economic analysis for the Sunshine Mine does not include
a separate cash
flow analysis based solely on measured and indicated resources. Please
revise your
technical report and include this separate economic analysis and
present this with equal
prominence. See Regulation S-K Item 1302(d)(4)(ii)(c) and Item
601(b)(96)(iii)(B)(19)(iv).
Stephen Orr
Sunshine Silver Mining & Refining Corporation
February 21, 2020
Page 4
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
Kevin Dougherty,
Staff Attorney, at (202) 551-3271 or Loan Lauren Nguyen, Legal Branch Chief, at
(202) 551-
3642 with any other questions.
FirstName LastNameStephen Orr Sincerely,
Comapany NameSunshine Silver Mining & Refining Corporation
Division of Corporation
Finance
February 21, 2020 Page 4 Office of Energy &
Transportation
FirstName LastName