Golden Minerals raises C$5M in private placement
The TSX placed AUMN under a 120-day delisting review, with a March 3, 2027 committee meeting scheduled to consider suspension and delisting.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Golden Minerals Company (AUMN) completed a non-brokered private placement of 17,857,143 units at C$0.28 each, for gross proceeds of C$5,000,000. Each unit contains one common share and one-half warrant. Each whole warrant is exercisable at C$0.45 for 24 months from November 9, 2026. After the initial four-month hold period and before expiry, if the common stock’s volume weighted average trading price is greater than C$0.90 for 10 consecutive trading days, the company may notify warrant holders within 15 days and set an accelerated expiry date no earlier than 30 days after the notice.
Finder’s fees included C$289,800 in cash and 1,035,000 finder’s warrants, each exercisable at C$0.45 for 24 months. Net proceeds are expected to fund exploration, including Desierto drilling and a July 2027 option payment, other forecast expenditures through the end of 2027, liability reduction, and general corporate and working capital purposes. The TSX placed Golden Minerals under a 120-day delisting review; a committee meeting is scheduled for March 3, 2027, to consider suspending trading in and delisting the company’s securities. Golden Minerals is considering applying to the TSX Venture Exchange for a listing.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- None.
Negative
- Major point. Forward-looking: it has not happened yet and may not happen.TSX's 120-day delisting review; March 3, 2027 meeting considers suspension and delisting.
Filing Explained
The offered securities have a four-month Canadian resale hold where applicable and a minimum concurrent six-month U.S. hold.
Golden Minerals completed the placement; the insider who subscribed
The offered securities and finder’s warrants are subject, where applicable, to a four-month Canadian resale hold; the offered securities also have a minimum concurrent six-month U.S. hold.
8-K Event Classification
Key Figures
Key Terms
non-brokered private placement financial
volume weighted average trading price technical
financial hardship exemption regulatory
hold period resale restriction regulatory
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S.
Employer Identification Number) |
(Address of principal executive offices) (Zip Code)
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area code: (
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: None
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 1.01 | Entry into a Material Definitive Agreement. |
On November 9, 2026 (the “Closing Date”), Golden Minerals Company (the “Company”) completed its previously announced non-brokered private placement of 17,857,143 units of the Company (the “Units”) at a price of C$0.28 per Unit (the “Private Placement”), for gross proceeds of C$5,000,000. The Private Placement was made pursuant to subscription agreements, dated as of the Closing Date (each, a “Subscription Agreement”), entered into between the Company and each purchaser (each, a “Purchaser”) in the Private Placement.
Each Unit consists of one share of common stock, $0.01 par value per share, of the Company (a “Unit Share”) and one-half of one common stock purchase warrant (each whole warrant, a “Warrant”). Each Warrant is exercisable for one share of common stock (each, a “Warrant Share”) at an exercise price of C$0.45 per Warrant Share for a term of 24 months from the Closing Date; provided that if, at any time following the expiry of the initial four (4)-month hold period applicable to the Warrants and prior to the expiry date of the Warrants, the volume weighted average trading price of the common stock of the Company on the Toronto Stock Exchange, or other principal exchange on which the common stock of the Company are then primarily traded, is greater than C$0.90 for 10 consecutive trading days, the Company may, within 15 days of the occurrence of such event, deliver a notice to the holders of Warrants accelerating the expiry date of the Warrants to the date that is not less than 30 days following the date of such notice (the “Accelerated Exercise Period”). Any unexercised Warrants shall automatically expire at the end of the Accelerated Exercise Period.
In connection with the Private Placement, the Company paid finder’s fees to Haywood Securities Inc., an arm’s length party (the “finder”), for services rendered in respect of Units sold in the Private Placement to purchasers that were not in the United States or U.S. persons. The finder’s fees consisted of cash fees of C$289,800, equal to 6.0% of the gross proceeds from the sale of Units sold by the Company to third parties sourced by the finder and 1,035,000 finder’s warrants equal in number to 6.0% of the Units sold by the Company to third parties sourced by such finder (the “Finder’s Warrants” and, individually, a “Finder’s Warrant”). Each Finder’s Warrant entitles the holder to acquire one share of common stock of the Company at a price of C$0.45 per Warrant Share until the date that is 24 months following the Closing Date.
The Units (and the Unit Shares and Warrants comprising the Units) were offered and sold (i) to Purchasers in the United States or that are U.S. persons, each of which represented that it is an accredited investor, in reliance on the exemption from registration provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and (ii) to Purchasers outside the United States that are not U.S. persons in reliance on Regulation S under the Securities Act. The Finder’s Warrants were issued to the finder in reliance on Regulation S under the Securities Act.
The foregoing descriptions of the Subscription Agreements, the Warrants and the Finder’s Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of Subscription Agreement, Warrant Certificate and Finder’s Warrant Certificate, copies of which are filed as Exhibits 10.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information included in Item 1.01 above is incorporated by reference into this Item 3.02.
| Item 7.01 | Regulation FD Disclosure. |
On November 10, 2026, the Company issued a press release announcing the closing of the Private Placement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K, including 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”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description |
| 4.1 | Form of Warrant Certificate. |
| 4.2 | Form of Finder’s Warrant Certificate. |
| 10.1 | Form of Subscription Agreement. |
| 99.1 | Press release dated November 10, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 10, 2026
| Golden Minerals Company | |||
| By: | /s/ David Watkins | ||
| Name: | David Watkins | ||
| Title: | President and Chief Executive Officer | ||
Exhibit 99.1
Golden Minerals Announces Completion of Offering for C$5,000,000
DENVER, CO / ACCESS Newswire / November 10, 2026 / Golden Minerals Company (“Golden Minerals,” “Golden” or the “Company”) (TSX:AUMN) (OTCQB:AUMN) is pleased to announce the closing of its previously announced non-brokered private placement (the “Offering”) pursuant to which the Company has issued 17,857,143 units of the Company (each a “Unit”) at a price of C$0.28 per Unit for gross proceeds of C$5,000,000.
David Watkins, President and CEO of Golden, states, “We are very pleased to have successfully completed the Offering and thank our shareholders for their support. The funds we raised allow us to advance, and secure our interest in, our exciting Desierto project in Argentina. Our initial Desierto drill program, announced on October 6, 2026, is underway, with results expected in the first quarter of 2027.”
Each Unit is comprised of one share of common stock of the Company (an “Offered Share”) and one-half of one common stock purchase warrant (each whole common stock purchase warrant, an “Offered Warrant”, and with the Offered Shares, the “Offered Securities”). Each Offered Warrant entitles the holder thereof to acquire one share of common stock of the Company (each a “Warrant Share”) at a price of C$0.45 per Warrant Share at any time during the period beginning on November 9, 2026 (the “Closing Date”) and ending on the date that is 24 months following the Closing Date; provided that if, at any time following the expiry of the initial four (4)-month hold period applicable to the Offered Warrants and prior to the expiry date of the Offered Warrants, the volume weighted average trading price of the common stock of the Company on the Toronto Stock Exchange (the “TSX”), or other principal exchange on which the common stock of the Company (the “Common Shares”) are then primarily traded, is greater than C$0.90 for 10 consecutive trading days, the Company may, within 15 days of the occurrence of such event, deliver a notice to the holders of Offered Warrants accelerating the expiry date of the Offered Warrants to the date that is not less than 30 days following the date of such notice (the “Accelerated Exercise Period”). Any unexercised Offered Warrants shall automatically expire at the end of the Accelerated Exercise Period.
In connection with the Offering, the Company paid finder’s fees to Haywood Securities Inc., an arm’s length party (the “finder”) for services rendered in respect of Units sold in the Offering to purchasers that were not in the United States or U.S. persons. The finder’s fees consisted of cash fees of C$289,800, equal to 6.0% of the gross proceeds from the sale of Units sold by the Company to third parties sourced by the finder and 1,035,000 finder’s warrants equal in number to 6.0% of the Units sold by the Company to third parties sourced by such finder (the “Finder’s Warrants” and, individually, a “Finder’s Warrant”). Each Finder’s Warrant entitles the holder to acquire one Common Share at a price of C$0.45 per Warrant Share until the date that is 24 months following the Closing Date.
The net proceeds of the Offering are expected to be used by the Company to fund its exploration programs, including the drilling program at its Sarita Este/Desierto project in Argentina (“Desierto”), and its other forecast expenditures through the end of 2027, including the July 2027 option payment for Desierto, to reduce the Company’s liabilities, and for general corporate and working capital purposes.
Units under the Offering were offered pursuant to the “accredited investor” exemption or pursuant to other available prospectus and other exemptions under applicable Canadian and U.S. securities laws to purchasers resident in the Canadian jurisdictions and, in the United States, only to persons who were “accredited investors” (as defined in Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)), in reliance on Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and in compliance with applicable state securities laws. The Offered Securities issued pursuant to the Offering, as well as the Finder’s Warrants, are, where applicable, subject to a hold period resale restriction in Canada for four months after the Closing Date. Additionally, the Offered Securities issued pursuant to the Offering are subject to a minimum concurrent six-month hold period under applicable U.S. securities laws.
An insider (“Insider”), who prior to the Offering held approximately 19.8% of the shares of Golden, subscribed for Units in the aggregate amount of C$100,000 under the Offering. The participation of the Insider in the Offering constituted a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on the exemptions from the formal valuation and minority shareholder approval requirements set out in sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the Offered Securities issued to the Insider nor the consideration paid by the Insider exceeded 25% of the Company’s market capitalization. Inclusive of the common stock of the Company acquired in the Offering, the Insider currently holds approximately 11% of the Company’s issued and outstanding shares.
In order to effect the Offering and as previously announced, the Company relied on the financial hardship exemption under Section 604(e) of the TSX Company Manual in connection with the Offering, which reliance was accepted by the TSX. The TSX advised the Company on November 9, 2026, that it has placed the Company under a 120-day delisting review with a formal letter detailing the process and timelines. The TSX has scheduled a meeting of its Continued Listing Committee for March 3, 2027 to consider suspending trading in and delisting the Company’s securities. In connection with the formal letter received from the TSX, the Company is considering whether to apply to the TSX Venture Exchange to seek a listing of its shares thereon.
The Offered Securities have not been registered under the U.S. Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Offered Securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
For additional information, please visit http://www.goldenminerals.com/ or contact:
Barbara Henderson, Corporate Secretary
Golden Minerals Company
barbara.henderson@goldenminerals.com
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Securities Act and 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 the Company’s intended use of proceeds of the Offering and its possible application for a TSX Venture Exchange listing. These statements are subject to risks and uncertainties, including 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, Argentina and other jurisdictions in which the Company operates or may operate; risks associated with joint ventures and international operations; risks associated with the TSX’s delisting review and potential TSXV listing application; 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 SEC by Golden Minerals and under the Company’s profile on SEDAR+ at www.sedarplus.ca, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
SOURCE: Golden Minerals Company