GOLDEN MINERALS COMPANY (TSE:AUM) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry Into a Material Definitive Agreement.
On August2, 2017, Golden Minerals Company (the “Company”) granted Hecla Mining Company (“Hecla Mining”) an option to extend the oxide plant lease for an additional period of up to two years ending no later than December31, 2020 (the “Extension Period”) in exchange for (i)a $1.0 million upfront cash payment and (ii)the purchase of $1.0 million, or 1,811,015 shares of the Company’s common stock (the “Consideration Shares”), issued at par at a price of $0.5522 per share, based on a 30-day volume weighted average stock price as of the day immediately proceeding August2, 2017. The option and lease extension were memorialized in (i)an Option Agreement dated August2, 2017 among the Company and Hecla Mining (the “Option Agreement”), and (ii)a Second Amendment to Master Agreement and Lease Agreement dated August2, 2017 among Minera William S.A. de C.V., an indirect subsidiary of the Company and Minera Hecla S.A. de C.V., an indirect subsidiary of Hecla Mining (the “Second Amendment”). Under the Second Amendment, Hecla must exercise the option to extend the lease no later than October3, 2018. All of the fixed fees and volume related charges remain the same as under the original lease. Similar volume limitations apply to any required future tailings expansions, which Hecla will fund, leaving unused at the end of the lease term an agreed amount of capacity in the expanded tailings facility. to the Second Amendment, Hecla will have the right to terminate the lease during the Extension Period for any reason with 120 days’ notice. Hecla will also have a one-time right of first refusal to continue to lease the plant following a termination notice through December31, 2020 if the Company decides to use the oxide plant for its own purposes before December31, 2020.
The Consideration Shares were offered and sold without registration under the Securities Act of 1933, as amended (the “Act”) in reliance on the exemptions provided by Section4(a)(2)of the Act and/or RegulationD promulgated thereunder. Under the terms of the Option Agreement, the Company agreed to register with the Securities and Exchange Commission (“SEC”) the resale of the Consideration Shares. The agreement requires that the Company use its commercially reasonable efforts to file a registration statement with the SEC and have it declared effective no later than six months from the date of issuance of the Consideration Shares.
The foregoing description of the Option Agreement and Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Option Agreement and Second Amendment, which are attached hereto as Exhibits10.1 and 10.2, respectively.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
ExhibitNo. |
Description |
10.1 |
Option Agreement dated August2, 2017 among Golden Minerals Company and Hecla Mining Company. |
10.2 |
Second Amendment to Master Agreement and Lease Agreement dated August2, 2017 among Minera William S.A. de C.V. and Minera Hecla S.A. de C.V. |