Form 8-K - Current report

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

Current Report

 

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 29, 2024

 

GOLDEN MINERALS COMPANY

(Exact name of registrant as specified in its charter)

 

delaware	1-13627	26-4413382
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

 

350 Indiana Street, Suite 650

Golden, Colorado 80401

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		AUMN		NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

Item 2.02.

Results of Operations and Financial Condition.

 

On August 1, 2024, Golden Minerals Company (the “Company”) issued a press release announcing certain financial results for the quarter ended June 30, 2024 and provided a corporate update. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information in Item 2.02, including the information set forth in Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Departure of Senior Vice President and Chief Financial Officer

 

On July 29, 2024, Julie Weedman notified the Company that she would be retiring and resigning from her roles as Senior Vice President and Chief Financial Officer of the Company, effective on August 15, 2024. In connection with her retirement, Ms. Weedman and the Company expect to enter into a consulting agreement (the “Consulting Agreement”), pursuant to which Ms. Weedman would provide consulting services for a limited period of time following her retirement. Ms. Weedman will be entitled to receive 18,000 shares of Company stock following her retirement in accordance with applicable Company plans and programs. Ms. Weedman will remain subject to the confidentiality obligations set forth in the applicable existing agreements and other policies, and any similar obligations as may be set forth in the Consulting Agreement.

 

Appointment of Chief Financial Officer

 

On July 31, 2024, the Board of Directors of the Company appointed Joe Dwyer, the current Corporate Controller of the Company, as the Chief Financial Officer of the Company, effective as of August 15, 2024.

 

Mr. Dwyer, 55, has a diverse work experience spanning over two decades. Mr. Dwyer has served as the Company’s Corporate Controller since 2022. Prior to that, Mr. Dwyer worked as a Consultant at Bridgepoint Consulting in 2022. From 2020 to 2022, he held the role of Controller at Kärcher North America Inc. From 2016 to 2019, he served as the Director of Business Operations at Westmoreland Coal Company. From 2014 to 2016, he was a Senior Manager of Financial Process & Controls at Cloud Peak Energy. From 2012 to 2014, he worked as a Senior Manager of Internal Audit & SOX Compliance at Dish Network. From 2009 to 2011, he worked as a Senior Project Manager at ACME Business Consulting. From 2005 to 2009, he worked as the SVP/Manager of Internal Audit & SOX Compliance at Umpqua Bank. From 2003 to 2005, he worked as a Consultant at Resources Global Professionals. From 2000 to 2003, he served as a Manager at Deloitte. Mr. Dwyer earned his Bachelor’s degree from the University of Nevada, Las Vegas.

 

The Company has not yet entered into an employment agreement or determined adjustments to Mr. Dwyer’s compensation in connection with his appointment at this time. The Company intends to promptly begin negotiations with Mr. Dwyer with respect to his employment as Chief Financial Officer and will file an amendment to this Current Report on Form 8-K disclosing any material compensation adjustments made in connection with this appointment when determined.

 

There are no arrangements or understandings between Mr. Dwyer and any other persons pursuant to which Mr. Dwyer is to be appointed the Company’s Chief Financial Officer. Mr. Dwyer does not have any family relationship with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer. Mr. Dwyer has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Section 404(a) of Regulation S-K.

  

 

 

 

The information in this Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and applicable Canadian securities legislation, including the expectation to enter in the Consulting Agreement and negotiations regarding the employment agreement and adjustments to compensation in connection with the new officer appointment. These statements are subject to a number of known and unknown risks and uncertainties that could cause actual results, conditions and events to differ materially from those anticipated. The Company assumes no obligation to update this information. Additional risks relating to the Company may be found in the periodic and current reports filed with the SEC by the Company, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)            Exhibits.

 

Exhibit No.	Description
99.1	Press Release of Golden Minerals Company, dated August 1, 2024, announcing certain financial results for the quarter ended June 30, 2024 and providing a corporate update.
104	Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101).

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 2, 2024

 

	Golden Minerals Company
	By:	/s/ Julie Z. Weedman
		Name: Julie Z. Weedman
		Title:   Senior Vice President and Chief Financial Officer

 

3

 

 

Exhibit 99.1

 

 

 

Golden Minerals Provides Corporate Update

 

GOLDEN, CO - /BUSINESS WIRE/ - August 1, 2024 – Golden Minerals Company (“Golden Minerals,” “Golden” or the “Company”) (NYSE-A: AUMN and TSX: AUMN) today provided a corporate update.

 

As previously disclosed, the Company does not have sufficient resources to meet its expected cash needs over the next twelve months. As of June 30, 2024, the Company had cash and cash equivalents of approximately $1.4 million. On the same date, it had accounts payable and other current liabilities of approximately $4.8 million. Because the Company has ceased mining at the Velardeña mine, its only near-term opportunity to generate cash flow is from the sale of assets or from new sources of debt or equity capital. The Company is evaluating alternatives to obtain sufficient funds to continue as a going concern, including finalizing the sale of its Velardeña assets, seeking buyers or partners for the Company’s other assets (including El Quevar) or obtaining equity or other financing. In the absence of additional cash inflows, the Company anticipates that its cash resources will be exhausted by September 2024. If the Company is unable to obtain additional resources, it may be forced to cease operations and liquidate.

 

The Company is taking actions to address its liquidity and financial stability through the sale of assets or raising new capital. As part of this effort, the Company is considering the sale of the Company or its assets, including the El Quevar project in Argentina and the Yoquivo project in Mexico. The proceeds from these sales would be directed toward addressing the Company’s ongoing operating expenses and satisfying its liabilities, while seeking to maximize any remaining value for its shareholders.

 

The Company announced in May 2024 that it had entered into a series of purchase and sale agreements whereby the Company would sell certain assets at its Velardeña Properties (located in Durango State, Mexico) to a privately held Mexican company (“the Buyer”) for US$5.5 million plus Value Added Tax (“VAT”). To date, the Company has received $2.5 million plus VAT in conjunction with the sale of the Velardeña Mine, the sulfide processing plant, and associated facilities, and title has been transferred to the buyer. There continues to be a delay in closing the agreement related to the sale of Velardeña’s oxide processing plant and water wells. The Buyer has operational access to the plant. To date, the Company has received partial payments in the amount of $373,000 for these assets. The remaining $2,627,000, plus VAT, was due on July 1. The Company is uncertain as to when or if the payment will be received. The Company is working to sign an extension of the sale agreement with the Buyer.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and applicable Canadian securities legislation, including statements regarding the Buyer’s scheduled payments to the Company pursuant to the Agreements. These statements are subject to risks and uncertainties including the Buyer’s ability to make the payments under the sale agreements; the ability of the Company to sell or realize value from its other assets, increases in costs and declines in general economic conditions; changes in political conditions, in tax, royalty, environmental and other laws in the United States, Mexico or Argentina and other market conditions; and fluctuations in silver and gold prices. Golden Minerals assumes no obligation to update this information. Additional risks relating to Golden Minerals may be found in the periodic and current reports filed with the Securities & Exchange Commission by Golden Minerals, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

 

For additional information, please visit http://www.goldenminerals.com/ or contact:

 

Golden Minerals Company

[phone]

SOURCE: Golden Minerals Company

 

Page 1 of 1 

GOLDEN MINERALS COMPANY

350 Indiana Street – Suite 650 – Golden, Colorado 80401 – Telephone [phone]

 

 

 

Cover	Jul. 29, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 29, 2024
Entity File Number	1-13627
Entity Registrant Name	GOLDEN MINERALS COMPANY
Entity Central Index Key	0001011509
Entity Tax Identification Number	26-4413382
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	350 Indiana Street
Entity Address, Address Line Two	Suite 650
Entity Address, City or Town	Golden
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80401
City Area Code	303
Local Phone Number	839-5060
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	AUMN
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false

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