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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: (303) 839-5060
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.
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 |
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
(303) 839-5060
SOURCE: Golden Minerals Company
Page 1 of 1
GOLDEN MINERALS COMPANY
350 Indiana Street – Suite 650 –
Golden, Colorado 80401 – Telephone (303) 839-5060
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Golden Minerals (AMEX:AUMN)
過去 株価チャート
から 8 2024 まで 9 2024
Golden Minerals (AMEX:AUMN)
過去 株価チャート
から 9 2023 まで 9 2024