STOCK TITAN

Ospraie exercises Sunshine Silver (SSMR) warrant, gains 2.06M locked-up shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Sunshine Silver Mining & Refining Co reported that an affiliate of Ospraie completed a cashless exercise of a warrant in connection with the closing of its initial public offering. The warrant covered 2,615,060 shares of common stock at an exercise price of $2.87 per share. The issuer withheld 555,555 of the warrant shares to pay the exercise price and cancelled those shares, issuing the remaining 2,059,505 shares of common stock to Ospraie Real Assets Fund LP. Footnotes state that no shares were sold into the market and that the newly issued shares remain subject to an IPO lock-up agreement. Several Ospraie entities and Dwight Anderson may be deemed to share beneficial ownership, while each disclaims ownership beyond any pecuniary interest.

Positive

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Insights

Ospraie executed a cashless warrant exercise tied to Sunshine Silver’s IPO, increasing common stock holdings without any market sale.

The filing describes automatic, cashless exercise of a warrant for 2,615,060 Sunshine Silver common shares at $2.87 per share upon the IPO closing. The issuer withheld and cancelled 555,555 underlying shares to satisfy the exercise price, issuing 2,059,505 new shares to Ospraie Real Assets Fund LP.

This is an exercise-and-hold style event: no open-market sales occurred, and the new shares remain subject to an IPO lock-up. Multiple Ospraie entities and Dwight Anderson may be deemed beneficial owners through investment management and general partner roles, though each disclaims beneficial ownership beyond any pecuniary interest.

Insider Ospraie Real Assets Fund LP, Ospraie Real Assets GP LLC, Ospraie Management, LLC, Ospraie Holding I, L.P., Ospraie Management, Inc., Anderson Dwight
Role null | null | null | null | null | null
Sold 555,555 shs ($7.50M)
Type Security Shares Price Value
X Warrant (right to buy) 2,615,060 $0.00 --
X Common Stock, par value $0.001 per share 2,615,060 $2.87 $7.51M
Sale Common Stock, par value $0.001 per share 555,555 $13.50 $7.50M
Holdings After Transaction: Warrant (right to buy) — 0 shares (Direct, null); Common Stock, par value $0.001 per share — 25,314,550 shares (Direct, null)
Footnotes (1)
  1. On June 5, 2026, in connection with the closing by Sunshine Silver Mining & Refining Company (the "Issuer") of the initial public offering of its common stock (the "IPO"), a warrant to purchase 2,615,060 shares of the common stock of the Issuer (the "Warrant"), exercisable at $2.87 per share, held by Ospraie Real Assets Fund LP ("ORA Fund"), was automatically exercised on a cashless basis, resulting in the Issuer withholding 555,555 of the warrant shares to pay the exercise price and issuing to ORA Fund the remaining 2,059,505 shares. The Warrant was outstanding as of the date of the Issuer's prospectus (the "Prospectus") relating to the IPO as disclosed in the Prospectus. This filing solely relates to the cashless exercise of the Warrant, which was effected solely by the surrender to the Issuer of shares of the Issuer's common stock issuable upon exercise of the Warrant and the Issuer's cancellation thereof to pay the exercise price of the Warrant. No shares of the Issuer's common stock were sold by the reporting person(s) and the shares issued to ORA Fund upon the cashless exercise of the Warrant remain subject to the lock-up agreement that was entered into by ORA Fund in connection with the IPO and disclosed in the Prospectus. Ospraie Management, LLC ("OM LLC") is the investment manager of ORA Fund and has been delegated voting and investment power and thus beneficial ownership of the securities of the Issuer held 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. 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. The warrant is exercisable until September 2, 2027; provided, that the warrant shall automatically be deemed to be exercised, on a cashless exercise basis, as to all shares of common stock of the Issuer for which it shall not previously have been exercised, upon the closing of an initial public offering by the Issuer.
Warrant size 2,615,060 shares Shares of Sunshine Silver common stock covered by the warrant
Exercise price $2.87 per share Exercise price of the warrant for Sunshine Silver common stock
Shares withheld 555,555 shares Underlying warrant shares withheld and cancelled to pay exercise price
Shares issued 2,059,505 shares New Sunshine Silver common shares issued to Ospraie Real Assets Fund LP
cashless exercise financial
"was automatically exercised on a cashless basis, resulting in the Issuer withholding"
A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.
lock-up agreement financial
"the shares issued to ORA Fund upon the cashless exercise of the Warrant remain subject to the lock-up agreement"
A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.
beneficial ownership financial
"may be deemed to beneficially own the securities of the Issuer held by ORA Fund"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
initial public offering financial
"in connection with the closing by Sunshine Silver Mining & Refining Company of the initial public offering of its common stock"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
warrant financial
"a warrant to purchase 2,615,060 shares of the common stock of the Issuer"
A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.
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SEC Form 4
FORM 4UNITED 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Ospraie Real Assets Fund LP

(Last)(First)(Middle)
C/O OSPRAIE MANAGEMENT, LLC
411 THEODORE FREMD AVENUE, SUITE 240

(Street)
RYE NEW YORK 10580

(City)(State)(Zip)

UNITED STATES

(Country)
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)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)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)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.001 per share06/05/2026X2,615,060A$2.8725,314,550D(3)(4)
Common Stock, par value $0.001 per share06/05/2026S(1)(2)555,555D$13.524,758,995D(3)(4)
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 (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)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 (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrant (right to buy)$2.8706/05/2026X2,615,06009/02/2022 (5)Common Stock2,615,060$00D(3)(4)
1. Name and Address of Reporting Person*
Ospraie Real Assets Fund LP

(Last)(First)(Middle)
C/O OSPRAIE MANAGEMENT, LLC
411 THEODORE FREMD AVENUE, SUITE 240

(Street)
RYE NEW YORK 10580

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Ospraie Real Assets GP LLC

(Last)(First)(Middle)
C/O OSPRAIE MANAGEMENT, LLC
411 THEODORE FREMD AVENUE, SUITE 240

(Street)
RYE NEW YORK 10580

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Ospraie Management, LLC

(Last)(First)(Middle)
411 THEODORE FREMD AVENUE, SUITE 240

(Street)
RYE NEW YORK 10580

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Ospraie Holding I, L.P.

(Last)(First)(Middle)
C/O OSPRAIE MANAGEMENT, LLC
411 THEODORE FREMD AVENUE, SUITE 240

(Street)
RYE NEW YORK 10580

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Ospraie Management, Inc.

(Last)(First)(Middle)
C/O OSPRAIE MANAGEMENT, LLC
411 THEODORE FREMD AVENUE, SUITE 240

(Street)
RYE NEW YORK 10580

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Anderson Dwight

(Last)(First)(Middle)
C/O OSPRAIE MANAGEMENT, LLC
411 THEODORE FREMD AVENUE, SUITE 240

(Street)
RYE NEW YORK 10580

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. On June 5, 2026, in connection with the closing by Sunshine Silver Mining & Refining Company (the "Issuer") of the initial public offering of its common stock (the "IPO"), a warrant to purchase 2,615,060 shares of the common stock of the Issuer (the "Warrant"), exercisable at $2.87 per share, held by Ospraie Real Assets Fund LP ("ORA Fund"), was automatically exercised on a cashless basis, resulting in the Issuer withholding 555,555 of the warrant shares to pay the exercise price and issuing to ORA Fund the remaining 2,059,505 shares.
2. The Warrant was outstanding as of the date of the Issuer's prospectus (the "Prospectus") relating to the IPO as disclosed in the Prospectus. This filing solely relates to the cashless exercise of the Warrant, which was effected solely by the surrender to the Issuer of shares of the Issuer's common stock issuable upon exercise of the Warrant and the Issuer's cancellation thereof to pay the exercise price of the Warrant. No shares of the Issuer's common stock were sold by the reporting person(s) and the shares issued to ORA Fund upon the cashless exercise of the Warrant remain subject to the lock-up agreement that was entered into by ORA Fund in connection with the IPO and disclosed in the Prospectus.
3. Ospraie Management, LLC ("OM LLC") is the investment manager of ORA Fund and has been delegated voting and investment power and thus beneficial ownership of the securities of the Issuer held 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.
4. 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.
5. The warrant is exercisable until September 2, 2027; provided, that the warrant shall automatically be deemed to be exercised, on a cashless exercise basis, as to all shares of common stock of the Issuer for which it shall not previously have been exercised, upon the closing of an initial public offering by the Issuer.
Ospraie Real Assets Fund LP By: Ospraie Real Assets GP LLC, its General Partner By: /s/ Dwight Anderson Managing Member06/08/2026
Ospraie Real Assets GP LLC By: Dwight Anderson Managing Member06/08/2026
Ospraie Management, LLC By: Ospraie Holding I, L.P., its Managing Member By: Ospraie Management, Inc., its General Partner By: /s/ Dwight Anderson Sole Owner06/08/2026
Ospraie Holding I, L.P. By: Ospraie Management, Inc., its General Partner By: /s/ Dwight Anderson Sole Owner06/08/2026
Ospraie Management, Inc. By: /s/ Dwight Anderson Sole Owner06/08/2026
/s/ Dwight Anderson06/08/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Ospraie report for Sunshine Silver Mining (SSMR)?

Ospraie reported a cashless exercise of a warrant for 2,615,060 Sunshine Silver common shares at $2.87 per share. The issuer withheld 555,555 shares to cover the exercise price and issued 2,059,505 shares to Ospraie Real Assets Fund LP.

Did Ospraie sell any Sunshine Silver (SSMR) shares in this Form 4 filing?

No, the filing states that no Sunshine Silver common shares were sold by the reporting persons. The transaction was solely a cashless warrant exercise, with shares surrendered back to the issuer to pay the exercise price and the balance issued as new shares.

How many Sunshine Silver (SSMR) shares did Ospraie receive from the warrant exercise?

Ospraie Real Assets Fund LP received 2,059,505 Sunshine Silver common shares from the cashless exercise. The original warrant covered 2,615,060 shares, but 555,555 shares were withheld and cancelled by the issuer to pay the $2.87-per-share exercise price.

What is the relationship between the warrant exercise and Sunshine Silver’s IPO?

The warrant was automatically exercised on a cashless basis upon the closing of Sunshine Silver’s initial public offering. A footnote explains the warrant was outstanding as of the IPO prospectus date and was structured to be automatically exercised at IPO closing if not previously exercised.

Are the new Sunshine Silver (SSMR) shares issued to Ospraie subject to a lock-up?

Yes, the filing notes that shares issued to Ospraie Real Assets Fund LP upon the cashless exercise remain subject to a lock-up agreement. That lock-up was entered into in connection with the IPO and is described in Sunshine Silver’s IPO prospectus.

Which Ospraie entities may be deemed beneficial owners of Sunshine Silver (SSMR) shares?

The filing states that Ospraie Management, LLC, Ospraie Holding I, L.P., Ospraie Management, Inc., Ospraie Real Assets GP LLC, and Dwight Anderson may be deemed beneficial owners through management and general partner roles. Each disclaims beneficial ownership except to the extent of any pecuniary interest.