Form 8-K - Current report

DE0001011509false00010115092024-09-272024-09-27

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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Current Report

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

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Date of Report (Date of earliest event reported): September 27, 2024

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GOLDEN MINERALS COMPANY

(Exact name of registrant as specified in its charter)

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

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350 Indiana Street, Suite 650

Golden, Colorado 80401

(Address of principal executive offices) (Zip Code)

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

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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):

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

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

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

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

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

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

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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).

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Emerging growth company  ☐

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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.  ☐

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Item 1.01

Entry into a Material Definitive Agreement.

On September 27, 2024, Golden Minerals Company (the “Company”) entered into a definitive agreement with Butte Energy Inc. (“Butte”), whereby Butte agreed to purchase 100% of the issued and outstanding shares of Silex Argentina S.A., the Company’s wholly owned subsidiary that owns the El Quevar Project, located in Salta Province, Argentina.

The purchase price is $3.5 million, paid or payable in cash, as follows: (1) $500,000, which was paid to the Company on September 3, 2024; (2) $500,000, which was paid to the Company on September 27, 2024; and (3) $2.5 million, which is payable to the Company upon closing of the transaction. Closing of the transaction will be subject to additional conditions, including receipt of regulatory approvals.

The foregoing description of the definitive agreement does not purport to be complete and is qualified in its entirety by the full text of the definitive agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.

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Item 7.01Regulation FD Disclosure.

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On September 27, 2024, the Company issued a press release announcing that the Company entered into the definitive agreement with Butte. A copy of the press release is attached hereto as Exhibit 99.1.

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The information in Item 7.01 of this Current Report on Form 8-K, 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 it 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.

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Item 9.01

Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
99.1	Press Release of Golden Minerals Company, dated September 27, 2024, announcing the execution of a definitive agreement with Butte Energy Inc. for the sale of the El Quevar project.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

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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.

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Date: October 1, 2024

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​	Golden Minerals Company
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​	By:		/s/ Joseph G. Dwyer
​	​		Name: Joseph G. Dwyer
​	​		Title:   Chief Financial Officer

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Golden Minerals Signs Definitive Agreement to Sell its El Quevar Silver Project

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GOLDEN, CO - /BUSINESS WIRE/ - September 27, 2024 – Golden Minerals Company (“Golden” or the “Company”) (NYSE-A: AUMN and TSX: AUMN) announces that further to its press release dated September 3, 2024, it has entered into a definitive agreement (the “Definitive Agreement”) to sell Silex Argentina S.A. (“Silex”), its wholly-owned subsidiary, to Butte Energy Inc. (“Butte”). Butte has agreed to purchase 100% of the issued and outstanding shares of Silex, which is the sole owner of the Company’s El Quevar silver project located in Salta Province, Argentina.

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The Definitive Agreement is binding on the parties, pending closing of the sales transaction (the “Transaction”) on or prior to October 31, 2024. The purchase price for the acquisition of 100% of Silex is US$3,500,000, payable in cash, as follows:

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1.

US$500,000, as a non-refundable deposit, which was paid on September 3, 2024;

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US$500,000, payable to Golden prior to the close of business on September 27, 2024; and

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US$2,500,000 payable to Golden upon closing of the Transaction (the “Final Payment”).

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Closing of the Transaction will be subject to additional conditions, including receipt of regulatory approvals. INFOR Financial Inc. is acting as financial advisor to the Company in relation to this Transaction. Fasken Martineau DuMoulin LLP is acting as Canadian counsel to the Company.

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Forward-Looking Statements

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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 forward-looking information within the meaning of applicable Canadian securities legislation (collectively, “forward-looking statements”), including statements regarding the Company closing the Transaction and the Company receiving the payment due on September 27, 2024 and the Final Payment as contemplated by the Definitive Agreement.

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These statements are subject to risks and uncertainties including the Company’s receipt of the payment due on September 27, 2024 and the Final Payment, receipt of regulatory approvals required, the satisfaction or waiver of closing conditions, or the ability of the Company to close the Transaction. Golden assumes no obligation to update this information. Additional risks relating to Golden may be found in the periodic and current reports filed with the Securities & Exchange Commission by Golden, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

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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]

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Document and Entity Information	Sep. 27, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 27, 2024
Entity File Number	1-13627
Entity Registrant Name	GOLDEN MINERALS COMPANY
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	26-4413382
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
Entity Central Index Key	0001011509
Amendment Flag	false

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