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                             September 30, 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. 12 to
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted September
21, 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. Please note that all references to prior comments refer to our
letter dated September
       3, 2020.

       Amendment No. 12 to Draft Registration Statement on Form S-1

       Our Company, page 3

   1.                                                   We note your response
to comment 2 and the resulting revisions you have made to your
                                                        filing. Please expand
your disclosure to include your concentrate production tonnage with
                                                        metal content as
requested previously.
   2.                                                   We note your response
to comment 5 indicating proven reserves exceed measured
                                                        resources due to your
different study effective dates and different cutoff grades. We also
 Stephen Orr
FirstName LastNameStephen   Orr Corporation
Sunshine Silver Mining & Refining
Comapany 30,
September NameSunshine
              2020       Silver Mining & Refining Corporation
September
Page 2    30, 2020 Page 2
FirstName LastName
         note numerous instances within your filing where you state mineral
resource estimates are
         presented on an undiluted basis without adjustment for metallurgical
recovery. Please
         correct this statement to state mining recovery instead of
metallurgical recovery as
         indicated by section 15.4 of the technical report.
Risk Factors
Risks Related to This Offering and Our Common Stock
Our Amended and Restated Certificate of Incorporation will provide..., page 51

3.       In response to comment 7, we note you revised your disclosure on pages
51-52 and page
         152 to provide that your choice of forum provision does not apply to
suits brought to
         enforce a duty or liability created by the Securities Act, the
Exchange Act, or any other
         claim for which the U.S. federal courts have exclusive jurisdiction.

         Your disclosure further states that the federal district courts of the
United States will, to
         the fullest extent permitted by law, be the exclusive forum for
resolving any complaint
         asserting a cause of action arising under the Securities Act. Please
clarify your disclosure
         and state clearly if your choice of forum provision applies to claims
under the Securities
         Act.
Use of Proceeds, page 55

4.       We note you intend to use proceeds from the offering to acquire or
retire a portion of the
         Los Gatos Working Capital Facility and fund near-term debt service
needs. Please tell us
         whether you also intend to reflect these transactions in your
determination of pro forma
         earnings per share, giving effect only to the number of shares issued
in this offering whose
         proceeds will be used to fund these payments. Please note that the
footnotes to your pro
         forma disclosures should clearly support your calculations of both the
numerator and
         denominator used in your pro forma calculations. We refer you to SAB
Topic 3.A by
         analogy.
5.       We note your response to comment 8. In terms of your intention to use
the proceeds of
         this offering to acquire or retire a portion of the Los Gatos Working
Capital Facility,
         please also disclose information required by Item 504 of Regulation
S-K for this debt
         agreement.

Management's Discussion and Analysis of Financial Condition and Results of
Operations
Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019, page
66

6.       Please expand your discussion to identify and quantify the underlying
reasons for the
         increase in the equity loss in affiliates related to the LGJV for the
six months ended June
         30, 2020 compared to the same period in the prior year.
 Stephen Orr
Sunshine Silver Mining & Refining Corporation
September 30, 2020
Page 3
Sales Agreements, page 101

7.    We note your response to comment 9 and have reviewed exhibit 10.9.2.,
which is your
      zinc contract, but are unable to find your lead smelter contract. Please
provide
      supplementally a complete copy of your zinc and lead smelter contracts
and file your lead
      contract.
Los Gatos Joint Venture Combined Financial Statements
2. Summary of Significant Accounting Policies, Mine Development, page F-33

8.    We note from your response to comment 10 that the LGJV is continually
developing the
      Cerro Los Gatos Mine and that the costs incurred to further develop the
mine are
      capitalized. Please further explain the activities you are performing to
continually develop
      the mine, including the nature of the costs incurred and why you believe
these costs
      represent development stage activities for a property in the production
stage. In addition,
      please clarify the location of the further development activities in
relation to the Los Gatos
      mine, including if they relate to an adjacent ore body or are being
incurred for the
      identification of a separate ore body. To the extent these costs relate
to exploration and
      evaluation activities, explain why they are not expensed in the period
incurred.
Sunshine Silver Mining and Refining Corporation Condensed Consolidated
Financial Statements
1. Description of Business and Basis of Preparation of Financial Statements,
page F-49

9.    We note you response to comment 11, however your disclosure at page F-49
continues to
      state the LGP's zinc concentrate is sold to Dowa or sold to a customer
within the country
      of Mexico. Please clarify whether there were related party sales to Dowa
during the six
      months ended June 30, 2020, provide the related party disclosures
required by ASC 850-
      10-50 or revise your disclosure as necessary.
       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, Legal
Branch Chief, at
(202) 551-3642 with any other questions.



                                                             Sincerely,
FirstName LastNameStephen Orr
                                                    Division of Corporation
Finance
Comapany NameSunshine Silver Mining & Refining Corporation
                                                    Office of Energy &
Transportation
September 30, 2020 Page 3
cc:       Richard D. Truesdell, Jr.
FirstName LastName