Item 5. Other Information
Item 5. Other Information
During the quarter ended June 30, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).
Item 6. Exhibits
EXHIBIT INDEX
Exhibit
Number
Description
3.1
Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-8, filed on June 5, 2026).
3.2
Amended and Restated Bylaws (incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-8, filed on June 5, 2026).
23
Exhibit
Number
Description
10.1
Amended and Restated 2021 Long Term Incentive Plan (incorporated by reference to Exhibit 99.1 of the Registrant’s Registration Statement on Form S-8, filed on June 5, 2026).
10 .2
Form of Stock Option Award Agreement (incorporated by reference to Exhibit 10.3 of the Registrant’s Registration Statement on Form S-1, filed on May 26, 2026).
10.3
Form of Restricted Stock Unit Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.17 of the Registrant’s Registration Statement on Form S-1, filed on May 26, 2026).
10.4
Stockholders’ Agreement, dated as of May 10, 2026, by and among Sunshine Silver Mining & Refining Company, Electrum Silver US LLC and Electrum Silver US II LLC (incorporated by reference to Exhibit 10.7 of the Registrant’s Registration Statement on Form S-1, filed on May 26, 2026).
10.5
Stockholders’ Agreement, dated as of May 10, 2026, by and between Sunshine Silver Mining & Refining Company and Ospraie Real Assets Fund LP (incorporated by reference to Exhibit 10.8 of the Registrant’s Registration Statement on Form S-1, filed on May 26, 2026).
10.6
Form of Indemnity Agreement (incorporated by reference to Exhibit 10.9 of the Registrant’s Registration Statement on Form S-1, filed on May 26, 2026).
1 0.7
Registration Rights Agreement, dated as of May 10, 2026, by and among Sunshine Silver Mining & Refining Company, Electrum Silver US LLC and Electrum Silver US II LLC (incorporated by reference to Exhibit 10.10 of the Registrant’s Registration Statement on Form S-1, filed on May 26, 2026).
10.8
Amended and Restated Consulting Services Agreement, by and between the Registrant and White Mining Consulting Inc., dated as of May 10, 2026 (incorporated by reference to Exhibit 10.11 of the Registrant’s Registration Statement on Form S-1, filed on May 26, 2026).
10.9
Executive Agreement, by and between the Registrant and Heather White, dated as of May 10, 2026 (incorporated by reference to Exhibit 10.12 of the Registrant’s Registration Statement on Form S-1, filed on May 26, 2026).
10.10
Amended and Restated Consulting Services Agreement, by and between the Registrant and 1520955 B.C. LTD., dated as of May 10, 2026 (incorporated by reference to Exhibit 10.13 of the Registrant’s Registration Statement on Form S-1, filed on May 26, 2026).
10.11
Executive Agreement, by and between the Registrant and André van Niekerk, dated as of May 10, 2026 (incorporated by reference to Exhibit 10.14 of the Registrant’s Registration Statement on Form S-1, filed on May 26, 2026).
10.12
Employment Agreement, by and between Silver Opportunity Partners LLC and Michelle Shepston, dated as of May 10, 2026 (incorporated by reference to Exhibit 10.16 of the Registrant’s Registration Statement on Form S-1, filed on May 26, 2026).
3 1.1
Certification of the Chief Executive Officer pursuant to 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
3 1.2
Certification of the Chief Financial Officer pursuant to 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
3 2.2
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS* Inline XBRL Instance Document
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover Page Interactive Data File (embedded within the Inline XBRL document)
___________________
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kellogg, State of Idaho, on August 12, 2026.
SUNSHINE SILVER MINING & REFINING COMPANY
By: /s/ Heather White
Name: Heather White
Title: Chief Executive Officer
By: /s/ André van Niekerk
Name: André van Niekerk
Title: Chief Financial Officer (principal financial officer and principal accounting officer)
25
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.