price per share will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, or other similar transaction occurring during the business days used to compute such price.

The Company has the right to terminate the Commitment Purchase Agreement at any time, at no cost or penalty. Actual sales of shares of the Common Stock to Lincoln Park under the Commitment Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations. As consideration for Lincoln Park’s commitment to purchase shares of Common Stock to the Commitment Purchase Agreement, the Company paid Lincoln Park a $300,000 commitment fee.

The Company expects that any proceeds received by the Company from such sales to Lincoln Park will be used for exploration and development expenditures for its El Quevar property or for acquisition, exploration, and development of other exploration or development properties in Mexico, and for other working capital requirements and general corporate purposes. The net proceeds under the Commitment Purchase Agreement to the Company will depend on the frequency and prices at which the Company sells shares of its stock to Lincoln Park. Moreover, under NYSE American rules, the Company may not sell shares below the greater of book or market value at the time of sale (as calculated under the applicable rulesof the NYSE American) under the Commitment Purchase Agreement in excess of 19.99% of its currently outstanding shares (less shares issued under the Registered Purchase Agreement) without obtaining shareholder approval.

The Purchase Agreements and the Registration Rights Agreement contain customary representations, warranties and agreements of the Company and Lincoln Park and customary conditions to completing future sale transactions, indemnification rights and obligations of the parties.

The foregoing summaries of the Registered Purchase Agreement, the Commitment Purchase Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements that are filed herewith as Exhibit10.1, 10.2 and 10.3, respectively, and incorporated by reference herein.

The representations, warranties and covenants contained in the Purchase Agreements and the Registration Rights Agreement were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to the Purchase Agreements and the Registration Rights Agreement, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreements and the Registration Rights Agreement are incorporated herein by reference only to provideinvestors with information regarding the terms of the Purchase Agreements and the Registration Rights Agreement, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.

Item 1.01 Unregistered Sales of Equity Securities.

The information set forth under the heading “Commitment Purchase Agreement and Registration Rights Agreement” in Item 1.01 of this Current Report on Form8-K is incorporated herein by reference into this Item 1.01 in its entirety.The Common Stock that has been and may be issued under the Commitment Purchase Agreement is being offered and sold in a transaction exempt from registration under the Securities Act, in reliance on Section4(a)(2)thereof and Rule506(b)of Regulation D thereunder. Lincoln Park represented that it was an “accredited investor,” as defined in Regulation D, and was acquiring such shares under the Commitment Purchase Agreement for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, the shares of Common Stock that have been and may be issued to Lincoln Park under the Commitment Purchase Agreement have not been registered under the Securities Act or any applicable state securities laws and may not be offered or sold in

the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

This Current Report on Form8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock, nor shall there be any sale of shares of Common Stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 1.01 Financial Statements and Exhibits.

(d) Exhibits.

Golden Minerals Co Exhibit
EX-5.1 2 a18-13189_1ex5d1.htm EX-5.1 Exhibit 5.1     May 9,…
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About GOLDEN MINERALS COMPANY (TSE:AUM)

Golden Minerals Company is a mining company. The Company owns the Velardena and Chicago precious metals mining properties and associated oxide and sulfide processing plants (the Velardena Properties) in the State of Durango, Mexico, the El Quevar advanced exploration property in the province of Salta, Argentina, and a diversified portfolio of precious metals and other mineral exploration properties located primarily in Mexico. Its two segments include its Velardena Properties in Mexico and non-revenue producing activities, including exploration, construction and general and administrative activities. It focuses on evaluating and searching for mining opportunities in North America (including Mexico) with high precious metal grades with near term prospects of mining, and particularly properties within haulage distances of its Velardena Properties, which may include the Santa Maria Mine, the Santa Rosa vein or the Rodeo property.