<PAGE> 1
Prospectus Supplement No. 3 Filed Pursuant to Rule 424(b)(3)
to Prospectus dated August 14, 1996 Registration No. 333-06537
32,086,957 SHARES OF COMMON STOCK
AND WARRANTS TO PURCHASE COMMON STOCK
SUNSHINE MINING AND REFINING COMPANY
This Prospectus Supplement supplements certain information contained in
that certain Prospectus of Sunshine Mining and Refining Company, a Delaware
corporation (the "Company"), dated August 14, 1996 (the "Prospectus") relating
to the offer and sale (the "Offering") of certain shares of Common Stock, $.01
par value, including up to 30,000,000 shares of Common Stock (the "Exchange
Common Stock") issuable upon exchange of the 8% Senior Exchangeable Notes due
2000 (the "Notes") issued by Sunshine Precious Metals, Inc. and guaranteed by
the Company by certain stockholders of the Company (the "Selling Stockholders").
This Prospectus Supplement is not complete without, and may not be delivered or
utilized except in connection with, the Prospectus, including any amendments or
supplements thereto. Capitalized terms used herein but not defined have the
meanings assigned to such terms in the Prospectus.
The following table supplements the information set forth in the Prospectus
in the table under the caption "Selling Stockholders" with respect to (i) the
name of each Selling Stockholder, (ii) the number of shares of Common Stock
owned prior to the Offering (assuming no Common Stock has been sold since the
date on which such stockholders provided such information to the Company), (iii)
the number of shares of Exchange Common Stock that may be offered for the
account of such Selling Stockholders under the Prospectus, as amended and
supplemented and (iv) the number of shares of Exchange Common Stock owned after
the Offering.
<TABLE>
<CAPTION>
- --------------------------- -------------------------------- --------------------- -------------------
Name of Selling Stockholder Number of Shares of Common Stock Number of Shares of Number of Shares of
Beneficially Owned Prior to Exchange Common Stock Exchange Common
Offering (1) Being Registered for Stock Owned After
Resale the Offering
- --------------------------- -------------------------------- --------------------- -------------------
<S> <C> <C> <C>
Lewco Securities Corp, 120,000 120,000 0
New York
</TABLE>
(1) Represents shares of Common Stock received upon exchange of the Notes. The
Company believes that the Selling Stockholders do not beneficially own any
other shares of Common Stock of the Company other that the Exchange Common
Stock.
The date of this Prospectus Supplement is March 26, 1998
