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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Golden Minerals Co | AMEX:AUMN | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.0036 | 0.77% | 0.471 | 0.51 | 0.45 | 0.48 | 432,781 | 21:15:00 |
|
Delaware
|
| |
1040
|
| |
26-4413382
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification Number) |
|
|
Large accelerated filer
☐
|
| |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☒
|
| |
Smaller reporting company
☒
|
|
| | | |
Emerging growth company
☐
|
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Name
|
| |
Beneficial Ownership
Prior to this Offering |
| |
Shares to be
Sold in this Offering(1) |
| |
Beneficial Ownership
After this Offering(2) |
| |||||||||||||||||||||
|
Number
of Shares |
| |
%
|
| |
Number
of Shares |
| |
%
|
| ||||||||||||||||||||
Armistice Capital, LLC(3)
|
| | | | 2,113,587(4) | | | | | | 24.66%(5) | | | | | | 1,427,587 | | | | | | 686,000 | | | | | | 6.86%(5) | | |
Directors, Executive Officers and 5% Stockholders of Golden Minerals(1)
|
| |
Beneficial Ownership as of
August 11, 2023(2) |
| |||||||||
Name
|
| |
Number
|
| |
Percentage(3)
|
| ||||||
Armistice Capital Master Fund Ltd(4)
|
| | | | 2,113,857 | | | | | | 21% | | |
The Sentient Group(5)
|
| | | | 1,506,027 | | | | | | 15% | | |
Warren M. Rehn(6)
|
| | | | 210,000 | | | | | | 2% | | |
Jeffrey G. Clevenger(7)
|
| | | | 56,108 | | | | | | * | | |
W. Durand Eppler(8)
|
| | | | 33,213 | | | | | | * | | |
David H. Watkins(9)
|
| | | | 29,893 | | | | | | * | | |
Terry M. Palmer(10)
|
| | | | 29,813 | | | | | | * | | |
Kevin R. Morano(11)
|
| | | | 29,773 | | | | | | * | | |
Julie Z. Weedman(12)
|
| | | | 13,400 | | | | | | * | | |
Deborah J. Friedman(13)
|
| | | | 8,000 | | | | | | * | | |
Pablo Castanos
|
| | | | 0 | | | | | | * | | |
Directors and Executive Officers as a group 10 persons)(14)
|
| | | | 410,200 | | | | | | 4% | | |
Item
|
| |
Amount
|
| |||
SEC registration fee
|
| | | $ | 160 | | |
Legal fees and expenses
|
| | | | 50,000 | | |
Accounting fees and expenses
|
| | | | 15,000 | | |
Printing, transfer agent fees and miscellaneous expenses
|
| | | | 5,000 | | |
Total
|
| | | $ | 70,160 | | |
Exhibit
No |
| |
Description
|
| |||
| | 3.6 | | | | | |
| | 4.1 | | | | | |
| | 4.2 | | | | | |
| | 4.3 | | | | | |
| | 4.4 | | | | | |
| | 4.5 | | | | | |
| | 4.6 | | | | | |
| | 5.1 | | | | | |
| | 10.1 | | | | | |
| | 10.2 | | | | Securities Purchase Agreement between Golden Minerals Company and certain institutional investors, dated as of June 26, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 29, 2023). | |
| | 10.3 | | | |
Form of Restricted Stock Unit Award Agreement Pursuant to the 2023 Equity Incentive Plan
(incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2023). |
|
| | 16.1 | | | | | |
| | 21.1 | | | | | |
| | 23.1 | | | | | |
| | 23.2 | | | | | |
| | 23.3 | | | | | |
| | 23.4 | | | | | |
| | 24.1 | | | | | |
107
|
| | |
| Dated: August 15, 2023 | | |
GOLDEN MINERALS COMPANY
Registrant |
| |||
| | | | By: | | |
/s/ WARREN M. REHN
Warren M. Rehn
President and Chief Executive Officer |
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ WARREN M. REHN
Warren M. Rehn
|
| |
President and Chief Executive Officer
(Principal Executive Officer) |
| |
August 15, 2023
|
|
|
/s/ JULIE Z. WEEDMAN
Julie Z. Weedman
|
| |
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) |
| |
August 15, 2023
|
|
|
/s/ JEFFREY G. CLEVENGER
Jeffrey G. Clevenger
|
| | Chairman of the Board of Directors | | |
August 15, 2023
|
|
|
/s/ W. DURAND EPPLER
W. Durand Eppler
|
| | Director | | |
August 15, 2023
|
|
|
/s/ DEBORAH J. FRIEDMAN
Deborah J. Friedman
|
| | Director | | |
August 15, 2023
|
|
|
/s/ KEVIN R. MORANO
Kevin R. Morano
|
| | Director | | |
August 15, 2023
|
|
|
/s/ TERRY M. PALMER
Terry M. Palmer
|
| | Director | | |
August 15, 2023
|
|
|
/s/ DAVID H. WATKINS
David H. Watkins
|
| | Director | | |
August 15, 2023
|
|
Exhibit 5.1
August 15, 2023
Golden Minerals Company
350 Indiana Street, Suite 650
Golden, Colorado 80401
Re: | Registration Statement on Form S-1 |
Ladies and Gentlemen:
We have acted as legal counsel to Golden Minerals Company, a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company of a Registration Statement on Form S-1, filed with the Securities and Exchange Commission (the “Commission”) on August 14, 2023 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) Commission. The Registration Statement relates to the registration for resale by the selling stockholders named in the Registration Statement (the “Selling Stockholders”) of up to 1,427,587 shares (each, a “Share”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), issuable upon exercise of certain warrants of the Company (the “Warrants”). The Warrants were issued pursuant to a Securities Purchase Agreement dated as of June 26, 2023 (the “Securities Purchase Agreement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as expressly stated herein with respect to the issue of the Shares.
In rendering this opinion, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments, have made such inquiries as to questions of fact of officers and representatives of the Company, and have made such examinations of law as we have deemed necessary or appropriate for purposes of giving the opinion expressed below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with the originals of all documents submitted to us as copies.
We assume for purposes of this opinion that, when any Shares are required to be issued pursuant to the terms of the Warrants, the number of such shares will not exceed the number of shares then permitted to be issued under the Company’s Amended and Restated Certificate of Incorporation, as amended.
We are members of the Bar of the State of Colorado. Our examination of matters of law in connection with the opinions expressed herein has been limited to, and accordingly our opinions herein are limited to, the laws of the State of Colorado, the Delaware General Corporation Law, including all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting such law. We express no opinion with respect to the laws of any other jurisdiction or of any other law of the State of Delaware.
Based upon the foregoing and subject to the limitations set forth herein, we are of the opinion that, as of the date hereof that the Shares, when issued against payment therefor in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Registration Statement under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours, | |
/s/ Davis Graham & Stubbs LLP | |
Davis Graham & Stubbs LLP |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of Golden Minerals Company and subsidiaries of our report dated March 22, 2023, relating to the consolidated financial statements, which appears in Golden Minerals Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
ArmaninoLLP | |
Dallas, Texas |
August 15, 2023
Exhibit 23.3
CONSENT OF TETRA TECH
We hereby consent to the references to our name and to the incorporation by reference of any mineral resource and other analyses performed by us in our capacity as an independent consultant to Golden Minerals Company (the “Company”) (including the Rodeo Project Technical Report Summary and the Velardeña Project Technical Report Summary), which are set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, in this Registration Statement on Form S-1 (the "Registration Statement") or in any amendment to the foregoing, or to any prospectuses or amendments or supplements thereto.
Date: August 15, 2023 | |
/s/ Tetra Tech | |
Tetra Tech |
Exhibit 23.4
CONSENT OF AARON AMOROSO
I hereby consent to the references to my name as a “qualified person” and to the incorporation by reference of any mineral resource and other analyses performed by me on behalf of Golden Minerals Company (the “Company”), which are set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, in this Registration Statement on Form S-1 (the “Registration Statement”) or in any amendment to the foregoing, or to any prospectuses or amendments or supplements thereto.
Date: August 15, 2023
|
|
Aaron Amoroso |
Exhibit 107
Calculation of Filing Fee Tables
S-1
(Form Type)
GOLDEN MINERALS COMPANY
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1)(2) | Proposed Maximum Offering Price Per Share(3) |
Maximum Aggregate Offering Price(3) |
Fee Rate | Amount
of Registration Fee |
|||||||||||||||
Equity | Common Stock, $0.01 par value per share | Rule 457(c) and Rule 457(g) | 1,427,587 | $ | 1.02 | $ | 1,456,138.74 | $110.20 per $1,000,000 | $ | 160.47 | ||||||||||||
Total Offering Amounts | $ | 1,456,138.74 | $ | 160.47 | ||||||||||||||||||
Total Fee Offsets | $ | 0.00 | ||||||||||||||||||||
Net Fee Due | $ | 160.47 |
(1) | Represents shares of common stock issuable under exercise of warrants sold to certain institutional investors in a private placement transaction. | |
(2) | Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers such an indeterminate amount of shares of common stock as may become issuable to prevent dilution resulting from stock splits, stock dividends and similar events. |
(3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(g) under the Securities Act based upon the average of the high and low prices of the common stock of Golden Minerals Company as quoted on the NYSE American on August 10, 2023. |
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