Form 10-Q - Quarterly report [Sections 13 or 15(d)]

0001011509--12-312024Q3falseGolden Minerals 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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(MARK ONE)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024.



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 1-13627

GOLDEN MINERALS COMPANY

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


DELAWARE		26-4413382

(STATE OR OTHER JURISDICTION OF		(I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)		IDENTIFICATION NO.)


350 INDIANA STREET, SUITE 650
GOLDEN, COLORADO			80401

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)			(ZIP CODE)

(303) 839-5060

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)


Securities registered pursuant to Section 12(b) of the Act:
Tile of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value	AUMN	NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

At November 15, 2024, 15,053,048 shares of common stock, $0.01 par value per share, were issued and outstanding.

Table of Contents

GOLDEN MINERALS COMPANY

FORM 10-Q

QUARTER ENDED SEPTEMBER 30, 2024

INDEX


		PAGE

PART I – FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	3

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	29

ITEM 4.	CONTROLS AND PROCEDURES	29

PART II – OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	30

ITEM 1A.	RISK FACTORS	30

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	31

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	31

ITEM 4.	MINE SAFETY DISCLOSURES	31

ITEM 5.	OTHER INFORMATION.	31

ITEM 6.	EXHIBITS	31


SIGNATURES		33

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

GOLDEN MINERALS COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Expressed in United States dollars)

(Unaudited)



	September 30,		December 31,
	2024		2023

	(in thousands, except share data)
Assets
Current assets
Cash and cash equivalents (Note 5)	$	1,777	$	3,766
Short-term investments		—		11
Accounts receivable		7		51
Value added tax receivable, net (Note 7)		239		3,135
Prepaid expenses and other assets (Note 6)		504		921
Current assets held for sale (Note 3)		—		830
Total current assets		2,527		8,714
Property, plant and equipment, net (Note 8)		387		443
Investments		265		265
Right-of-use assets		35		110
Assets held for sale (Note 3)		2,889		5,378
Total assets	$	6,103	$	14,910

Liabilities and equity (deficit)
Current liabilities
Accounts payable and other accrued liabilities (Note 9)	$	3,272	$	4,899
Other current liabilities (Note 11)		251		774
Current liabilities held for sale (Note 3)		1,016		—
Total current liabilities		4,539		5,673
Asset retirement and reclamation liabilities (Note 10)		305		296
Other long-term liabilities (Note 11)		—		28
Liabilities held for sale (Note 3)		2,941		3,800
Total liabilities		7,785		9,797

Commitments and contingencies (Note 16)

Equity (deficit) (Note 14)
Common stock, $.01 par value, 100,000,000 shares authorized; 15,053,048 and 14,084,680 shares issued and outstanding, respectively⁽¹⁾		150		141
Additional paid-in capital		552,469		552,160
Accumulated deficit		(554,301)		(547,188)
Shareholders’ equity (deficit)		(1,682)		5,113
Total liabilities and equity (deficit)	$	6,103	$	14,910

(1) Reflects the one-for-25 reverse stock split that became effective June 9, 2023. Refer to Note 1, Basis of Preparation of Financial Statements and Nature of Operations.

The accompanying notes form an integral part of these interim condensed consolidated financial statements.

Table of Contents

GOLDEN MINERALS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Expressed in United States dollars)

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023

	(in thousands except per share data)				(in thousands, except per share data)
Revenue:
Sale of metals (Note 15)	$	—	$	2,512	$	—	$	11,702
Total revenue		—		2,512		—		11,702
Costs and expenses:
Cost of metals sold (exclusive of depreciation shown below) (Note 15)		—		(3,320)		—		(11,225)
Exploration expense		(377)		(726)		(1,164)		(2,898)
Administrative expense		(815)		(1,111)		(2,961)		(3,658)
Stock-based compensation		(80)		(92)		(337)		(324)
Other operating income, net		697		428		639		505
Depreciation and amortization		(7)		(44)		(44)		(73)
Total costs and expenses		(582)		(4,865)		(3,867)		(17,673)
Loss from operations		(582)		(2,353)		(3,867)		(5,971)
Other income (expense):
Interest and other income (expense), net		7		18		28		13
Gain (loss) on foreign currency transactions		24		(14)		(69)		91
Litigation settlement (Note 16)				(250)		—		(250)
Total other income (expense)		31		(246)		(41)		(146)
Loss from operations before income taxes and discontinued operations		(551)		(2,599)		(3,908)		(6,117)
Income taxes (Note 13)		—		—		—		—
Loss from continuing operations		(551)		(2,599)		(3,908)		(6,117)
Gain (loss) from discontinued operations, net of taxes (Note 3)		750		(578)		(3,205)		(1,814)
Net gain (loss)	$	199	$	(3,177)	$	(7,113)	$	(7,931)

Net gain (loss) per common share - basic ⁽¹⁾
Continuing operations	$	(0.04)	$	(0.31)	$	(0.27)	$	(0.82)
Discontinued operations		0.05		(0.07)		(0.22)		(0.24)
Net gain (loss) per common share - basic ⁽¹⁾	$	0.01	$	(0.38)	$	(0.49)	$	(1.06)

Weighted-average shares outstanding - basic ⁽²⁾		15,035,259		8,378,001		14,607,703		7,466,444

(1) Reflects the one-for-25 reverse stock split that became effective June 9, 2023. Refer to Note 1, Basis of Preparation of Financial Statements and Nature of Operations.

(2) Potentially dilutive shares have not been included for loss periods because to do so would be anti-dilutive. Potentially dilutive shares at September 30, 2024, consist of 1,070,079 equivalent shares related to stock compensation and 10,819,742 equivalent shares related to outstanding warrants. Potentially dilutive shares at September 30, 2023, consist of 408,545 equivalent shares related to stock compensation and 1,819,742 equivalent shares related to outstanding warrants. See Note 14 for a discussion of stock-based compensation and warrants.

The accompanying notes form an integral part of these interim condensed consolidated financial statements.

Table of Contents

GOLDEN MINERALS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in United States dollars)

(Unaudited)


	Nine Months Ended September 30,
	2024		2023

	(in thousands)
Cash flows from operating activities:
Net loss	$	(7,113)	$	(7,931)
Loss from discontinued operations		3,205		1,814
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		44		73
Loss on trading securities		11		9
Gain on sale of assets		(100)		(20)
Stock-based compensation		337		324
Changes in operating assets and liabilities:
Accounts receivable		44		211
Inventories, net		—		809
Value added tax receivable, net		2,896		(1,679)
Prepaid expenses and other assets		417		(10)
Right-of-use assets		75		192
Accounts payable and other accrued liabilities		(1,627)		1,327
Other current liabilities		(523)		(228)
Asset retirement and reclamation liabilities		9		150
Other long-term liabilities		(28)		(82)
Net cash used in operating activities - continuing operations		(2,353)		(5,041)
Net cash used in operating activities - discontinued operations		(3,245)		(1,516)
Net cash used in operating activities		(5,598)		(6,557)
Cash flows from investing activities:
Proceeds from sale of assets		139		44
Investment in Golden Gryphon		—		(40)
Acquisitions of property, plant and equipment		(27)		—
Net cash provided by investing activities - continuing operations		112		4
Net cash provided by investing activities - discontinued operations		3,516		470
Net cash provided by investing activities		3,628		474
Cash flows from financing activities:
Proceeds from issuance of common stock, net of issuance costs		—		3,694
Common stock shares relinquished to pay taxes		(19)		—
Net cash (used in) provided by financing activities - continuing operations		(19)		3,694
Net cash (used in) provided by financing activities - discontinued operations		—		—
Net cash (used in) provided by financing activities		(19)		3,694
Net decrease in cash and cash equivalents		(1,989)		(2,389)
Cash and cash equivalents, beginning of period		3,766		3,972
Cash and cash equivalents, end of period	$	1,777	$	1,583

Supplemental disclosure:
Interest paid	$	12	$	17
Income taxes paid	$	—	$	—

Supplemental disclosure of non-cash transactions:
Deferred equity offering costs amortized	$	—	$	45

The accompanying notes form an integral part of these interim condensed consolidated financial statements.

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GOLDEN MINERALS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

(Expressed in United States dollars)

(Unaudited)


				Additional
	Common Stock ⁽¹⁾			Paid-in		Accumulated		Total
	Shares	Amount		Capital		Deficit		Equity (Deficit)

	(in thousands except share data)
Balance, December 31, 2022	6,836,735	$	68	$	544,372	$	(537,960)	$	6,480
Stock compensation accrued (Note 14)	—		—		189		—		189
Shares issued under the at-the-market offering agreement, net (Note 14)	109,999		1		677		—		678
Net loss	—		—		—		(3,266)		(3,266)
Balance, March 31, 2023	6,946,734	$	69	$	545,238	$	(541,226)	$	4,081
Stock compensation accrued (Note 14)	—		—		43		—		43
Shares issued under the at-the-market offering agreement, net (Note 14)	198,931		2		1,115		—		1,117
Offering and private placement transaction (Note 14)	790,000		8		1,847		—		1,855
Net loss	—		—		—		(1,488)		(1,488)
Balance, June 30, 2023	7,935,665	$	79	$	548,243	$	(542,714)	$	5,608
Stock compensation accrued and restricted stock awards granted (Note 14)			—		92		—		92
Warrants exercised (Note 14)	637,587		7		(7)		—		—
Net loss	—		—		—		(3,177)		(3,177)
Balance, September 30, 2023	8,573,252	$	86	$	548,328	$	(545,891)	$	2,523

Balance, December 31, 2023	14,084,680	$	141	$	552,160	$	(547,188)	$	5,113
Stock compensation accrued (Note 14)	(1,067)		—		73		—		73
Warrants exercised (Note 14)	488,572		5		(5)		—		—
Net loss	—		—		—		(4,565)		(4,565)
Balance, March 31, 2024	14,572,185	$	146	$	552,228	$	(551,753)	$	621
Stock compensation accrued (Note 14)	—		—		184		—		184
KELTIP and RSU shares issued net of shares relinquished to cover withholding taxes (Note 14)	433,370		4		(23)		—		(19)
Net loss	—		—		—		(2,747)		(2,747)
Balance, June 30, 2024	15,005,555	$	150	$	552,389	$	(554,500)	$	(1,961)
Stock compensation accrued and shares issued for vested stock awards (Note 14)	47,493		—		80		—		80
Warrants exercised (Note 14)	—		—		—		—		—
Net loss	—		—		—		199		199
Balance, September 30, 2024	15,053,048	$	150	$	552,469	$	(554,301)	$	(1,682)

(1) Reflects the one-for-25 reverse stock split that became effective June 9, 2023. Refer to Note 1, Basis of Preparation of Financial Statements and Nature of Operations.

The accompanying notes form an integral part of these interim condensed consolidated financial statements.

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GOLDEN MINERALS COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

(Unaudited)

1.	Basis of Preparation of Financial Statements and Nature of Operations

Golden Minerals Company (the “Company” “we” “our” or “us”), a Delaware corporation, has prepared these unaudited interim condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). The interim condensed consolidated financial statements do not include all disclosures required by GAAP for annual financial statements, but in the opinion of management, include all adjustments necessary for a fair presentation. Certain prior period amounts may have been reclassified to conform to current classifications. Interim results are not necessarily indicative of results for a full year; accordingly, these interim condensed consolidated financial statements should be read in conjunction with the annual financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 19, 2024 (the “2023 Annual Report”).

The Company is considered an exploration stage issuer under the criteria set forth by the SEC under Subpart 1300 of Regulation S-K (“S-K 1300”) as the Company has not yet demonstrated the existence of mineral reserves at any of the Company’s properties. As a result, and in accordance with GAAP for exploration stage companies, all expenditures for exploration and evaluation of the Company’s properties are expensed as incurred. As such, the Company’s financial statements may not be comparable to the financial statements of mining companies that have proven and probable mineral reserves. Such companies would typically capitalize certain development costs including infrastructure development and mining activities to access the ore. The capitalized costs would be amortized on a units-of-production basis as reserves are mined. The amortized costs are typically allocated to inventory and eventually to cost of sales as the inventories are sold. As the Company does not have proven and probable mineral reserves, substantially all expenditures at the Company’s Rodeo Property and the Velardeña Properties for mine construction activity, as well as operating costs associated with the mill facilities, and for items that do not have a readily identifiable market value apart from the mineralized material, have been expensed as incurred. Such costs are charged to cost of metals sold or project expense during the period depending on the nature of the costs. Certain costs may be reflected in inventories prior to the sale of the product. The Company cannot be certain that any deposits at any of its properties will ever be confirmed or converted into S-K 1300 compliant “reserves.”

Reverse Stock Split

On May 26, 2023, the Company’s Board of Directors approved a reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.01 per share, at a ratio of one-for-25 shares and a reduction in the total number of authorized shares of common stock of the Company from 350,000,000 shares to 28,000,000 shares (the “Authorized Shares Reduction”), each effective as of June 9, 2023. To effect the Reverse Stock Split and the Authorized Shares Reduction, the Company filed an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 30, 2023.

Accordingly, all share and per share data (including share and per share information related to share-based compensation and outstanding warrants), number of shares outstanding, and other common stock equivalents for the periods presented in the accompanying interim condensed consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the Reverse Stock Split.

2.	Liquidity, Capital Resources and Going Concern

We do not currently have sufficient resources to meet our expected cash needs during the twelve months ending September 30, 2025. At September 30, 2024, we had current assets of approximately $2.5 million, including cash and cash equivalents of approximately $1.8 million. On the same date, we had accounts payable and other current liabilities of approximately $4.5 million, which includes $1.0 million in deferred revenue for the sale of the Velardeña oxide plant and water wells recorded within Current liabilities held for sale on the interim Condensed Consolidated Balance Sheets. As previously disclosed, the Company ceased mining at the Velardeña mines in Mexico in the first quarter 2024, and subsequently sold the mines and certain related assets. As of September 30, 2024, the Company was owed $2.0 million plus $480,000 value-added tax (“VAT”) of the $3.0 million purchase price for the Velardeña oxide plant and water wells

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and other minor remaining Velardeña assets (see Note 19). With the receipt of the proceeds from the sale of Silex Argentina, and approximately $0.3 million of additional payments for the Velardeña assets, as of November 15, 2024 the Company has cash and cash equivalents of approximately $3.6 million and accounts payable of approximately $1.2 million.

The Company’s only near-term opportunity to generate cash flow to meet its expected cash requirements is from the sale of assets, equity or other external financing. The Company is evaluating and pursuing alternatives, including the potential sale of the Company, finalizing the sale of its assets at the Velardeña Properties and Yoquivo, seeking buyers or partners for the Company’s other assets or obtaining equity or other external financing. In the absence of additional cash inflows, the Company anticipates that its cash resources will be exhausted in the second quarter of 2025. If we are unable to obtain additional cash resources or sell the Company, we will be forced to cease operations and liquidate.

We will require further sources of capital. In order to satisfy the Company’s projected general, administrative, exploration and other expenses through September 30, 2025, we will need approximately $1.5 to $3.5 million in capital inflows. These capital inflows may take the form of asset sales, equity or other external financing activities, collection of the outstanding amounts due on the sale of the remaining Velardeña Properties and Yoquivo, or from other sources. The

Company also continues to evaluate other strategic transactions.

These interim condensed consolidated financial statements have been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the normal course of business. However, as noted above, our continuing operations will be dependent upon our ability to secure sufficient funding to support future operations. The amounts shown as mineral properties in our interim condensed consolidated financial statements are dependent on our ability to sell certain assets of the Company and receive future equity or other financings to continue to fund general administrative, and exploration activities that would lead to profitable mining and processing activities or to generate proceeds from the disposition of mineral exploration properties.

The ability of the Company to maintain a positive cash balance for a period of twelve months beyond the filing date of this Quarterly Report on Form 10-Q is dependent upon its ability to generate sufficient cash flow from the sale of assets, reduction of expenses, collection of VAT accounts receivable from the Mexican government, collection of the amount due from the buyers of the remaining Velardeña Properties and Yoquivo, and to raise sufficient funds through equity or other external financings or from other sources. These material uncertainties cast significant doubt on the Company’s ability to continue as a going concern. Therefore, the Company cannot conclude that substantial doubt does not exist as to the Company’s ability to continue as a going concern for the twelve months following the filing date of this Quarterly Report on Form 10-Q. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or liabilities, which might be necessary should the Company not continue as a going concern.

3.	Assets Held for Sale and Discontinued Operations

We classify long-lived assets, or disposal groups comprised of assets and liabilities, as held for sale in the period in which the following six criteria are met, (i) management, having the authority to approve the action, commits to a plan to sell the property; (ii) the property is available for immediate sale in its present condition, subject only to terms that are usual and customary; (iii) an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; (iv) the sale of the property is probable and is expected to be completed within one year; (v) the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions necessary to complete the plan of sale indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn, in accordance with Accounting Standard Codification (“ASC”) 360, Property, Plant and Equipment. A business classified as held for sale is recorded at the lower of its carrying amount or estimated fair value less cost to sell. If the carrying amount of the business exceeds its estimated fair value less cost to sell, a loss is recognized. Assets and liabilities related to a business classified as held for sale are segregated in the current and prior balance sheets in the period in which the business is classified as held for sale, resulting in changes to the presentation of certain prior period amounts. The Company ceases depreciation and amortization on long-lived assets (or disposal groups) classified as held for sale and measures them at the lower of carrying value or estimated fair value less cost to sell.

The Company reports the results of operations of a business as discontinued operations if a disposal represents a strategic shift that has (or will have) a major effect on the Company’s operations and financial results when the business is classified as held for sale, in accordance with ASC 360, and ASC 205-20, Presentation of Financial Statements –

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Discontinued Operations. Under ASC 360, assets may be classified as held for sale even though discontinued operations classification is not met. The results of discontinued operations are reported in Net loss from discontinued operations, net of tax in the accompanying interim Condensed Consolidated Statements of Operations for current and prior periods, including any gain or loss recognized on closing or adjustment of the carrying amount to fair value less cost to sell. All other notes to these interim condensed consolidated financial statements present the results of continuing operations and exclude amounts related to discontinued operations for all periods presented.

Velardeña Properties

In December 2023, the Company restarted operations at the Velardeña Properties. In February 2024, it was determined that the initial performance of both the mine and the processing plant did not achieve the expected results. On February 29, 2024, the Company announced that it elected to discontinue operations at the Velardeña Properties and hold them for sale. Following that date, the Company shut down the Velardeña Properties and has held them for sale.

The Company previously announced the execution of certain asset purchase and sale agreements with a privately held Mexican company (the “Buyer”) to sell the Velardeña and Chicago mines, both oxide and sulfide processing plants and related equipment of the Velardeña Properties. Pursuant to the terms of the sale agreements, the Company agreed to sell certain mining concessions, equipment, land parcels and other assets in exchange for an aggregate purchase price of $5.5 million in cash, plus VAT. The terms of the sales agreement include completion and final payment of the sale by July 1, 2024.

There were four separate sales agreements. The first three sales agreements which include the combined sales of the Velardeña and Chicago mines, the sulfide processing plant and various related equipment were completed on June 20, 2024. The Company received payment in full of $2.5 million cash, plus VAT, and titles to the assets were transferred to the Buyer.

Velardeña Plant 2

The fourth agreement related to the sale of the Velardeña Properties covers the oxide plant and water wells (“Plant 2”), and the Buyer agreed to complete total payments of $3.0 million plus VAT on July 1, 2024. The Plant 2 agreement has not closed, and the Buyer is in default. In accordance with ASC 360, on June 30, 2024, the Company recorded an asset impairment charge of $411,000 in order to write down the remaining book value of Plant 2 to the salvage value which is equal to the amount received through June 30, 2024 from the Buyer of $373,000. Since June 30, 2024, the Buyer has continued to make periodic payments to the Company, and as of September 30, 2024, the Company has recorded deferred revenue of $1.0 million within Current liabilities held for sale on the interim Condensed Consolidated Balance Sheets. The Buyer has operational control of Plant 2, and we are no longer operating the property. We do not know whether or when the Buyer will make the remaining payments due. We are continuing to negotiate an extension of the agreement which would allow for the transfer of the title of Plant 2 to the Buyer and the Company would hold a mortgage to secure the payment. See Note 19.

Minera Labri

On August 28, 2024, the Company sold its wholly owned Mexican subsidiary, Minera Labri S.A. de C.V. (“Minera Labri”), to a private Mexican company for approximately $445,000. Minera Labri previously owned the Velardeña Properties’ sulfide plant, which together with the Velardeña mines, was sold to another privately held Mexican group earlier in 2024. Upon consummation of that transaction, Minera Labri held no assets but held net operating losses and inflation-adjusted capital contributions. Under Mexican law, the balance of Minera Labri’s capital contribution accounts (“CUCAs”) may be bought and sold.

Silex Argentina

On August 30, 2024, the Company entered into a binding letter agreement (the “Letter Agreement”) with Butte Energy Inc. (“Butte”) pursuant to which Butte would acquire 100% of the issued and outstanding shares of Silex Argentina S.A. (the “Silex Shares”), the Company’s wholly owned subsidiary that owns the El Quevar Project, located in Salta Province, Argentina (“El Quevar”). The Letter Agreement was binding on the Company and Butte, pending (i) negotiation of a definitive Acquisition Agreement (the “Acquisition Agreement”) on or prior to September 30, 2024, and (ii) closing of the sales transaction for the Silex Shares (the “Transaction”) on or prior to October 31, 2024. The purchase price of the

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Silex Shares was $3.5 million, paid or payable in cash, as follows: (1) $500,000, as a non-refundable deposit, paid to the Company on September 3, 2024; (2) $500,000 payable to the Company upon execution of the Acquisition Agreement; and (3) $2.5 million payable to the Company upon closing of the Transaction. Closing of the Transaction was subject to additional conditions, including receipt of regulatory approvals, completion of due diligence review by Butte, and approvals from the board of directors of each of Butte and Golden. On September 27, 2024, the Company entered into the Acquisition Agreement with Butte and was paid $500,000 according to the terms of the Letter Agreement. In accordance with ASC 606, the Company recorded the $500,000 non-refundable deposit and the $500,000 paid to the Company upon execution of the Acquisition Agreement as revenue during the three months ended September 30, 2024 and the amounts are included in Gain (loss) from discontinued operations on the Condensed Consolidated Statements of Operations. On October 24, 2024, the Company closed the Transaction (see Note 19).

The following table summarizes the major line items for the Velardeña Properties and Silex Argentina that are included in Loss from discontinued operations, net of taxes in the interim Condensed Consolidated Statements of Operations:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023

	(in thousands)				(in thousands)
Sale of metals	$	128	$	—	$	1,440	$	—
Cost of metals sold		(583)		—		(6,026)		—
Velardeña care and maintenance costs		—		(310)		—		(905)
El Quevar Project Expenses		(150)		(117)		(441)		(435)
Reclamation expense		(59)		(75)		(212)		(222)
Asset impairment expense		—		—		(411)		—
Other operating income, net		856		28		3,571		55
Severance, termination benefits and other operating costs		569		—		(940)		—
Depreciation and amortization		(11)		(104)		(186)		(307)
Loss from discontinued operations before income taxes		750		(578)		(3,205)		(1,814)
Income taxes		—		—		—		—
Loss from discontinued operations, net of taxes	$	750	$	(578)	$	(3,205)	$	(1,814)

The following table summarizes the carrying amounts of major classes of assets and liabilities of discontinued operations for each of the periods presented:


	September 30,		December 31,
	2024		2023

	(in thousands)
Assets
Inventories, net⁽¹⁾	$	—	$	830
Total current assets held for sale		—		830
Property, plant and equipment, net⁽²⁾		2,889		5,378
Total assets held for sale	$	2,889	$	6,208

Liabilities
Current liabilities held for sale⁽³⁾		1,016		—
Asset retirement and reclamation liabilities⁽⁴⁾		2,941		3,800
Total liabilities held for sale	$	3,957	$	3,800

(1)	Inventories, net at December 31, 2023 consisted of finished goods, in-process, and material and supplies inventories at the Velardeña Properties.

(2)

Property, plant and equipment, net at September 30, 2024 consisted of approximately $0.5 million of the remaining Velardeña Properties assets, and approximately $2.3 million related primarily to the Silex Argentina El Quevar mineral properties. Property, plant and equipment, net at December 31, 2023 consisted of approximately $3.0 million of the Velardeña Properties assets, and approximately $2.4 million related primarily to the Silex Argentina El Quevar mineral properties.

(3)	Current liabilities held for sale at September 30, 2024 represents deferred revenue for the sale of Velardeña Plant 2.

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(4)	Asset retirement and reclamation liabilities at September 30, 2024 and December 31, 2023 relate to the Velardeña Properties.

4.	New Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The new standard requires enhanced disclosures about significant segment expenses and other segment items and interim disclosure of items that were previously required on an annual basis. ASU 2023-07 is to be applied on a retrospective basis and is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of adopting ASU 2023-07 on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update are intended to enhance the transparency and decision usefulness of income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This update is effective for annual periods beginning after December 15, 2024. Early adoption is permitted and should be applied on a prospective basis, however retrospective application is permitted. We are currently evaluating the impact of adopting ASU 2023-09 on our consolidated financial statements.

5.	Cash and Cash Equivalents

Cash and Cash Equivalents

The Company has reported $1.8 million and $3.8 million Cash and cash equivalents on the interim Condensed Consolidated Balance Sheets at September 30, 2024 and at December 31, 2023 respectively. The December 31, 2023 balance included approximately $153,000 that was unavailable for use due to a court order freezing the bank accounts of one of the Company’s subsidiaries in Mexico related to a lawsuit. The restrictions were lifted, and the bank accounts were unfrozen during the first quarter of 2024 as the Company reached an agreement to settle the lawsuit for $250,000 (see Notes 16 and 19).

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

6.	Prepaid Expenses and Other Assets

Prepaid expenses and other current assets consist of the following:


	September 30,		December 31,
	2024		2023

	(in thousands)
Prepaid insurance	$	113	$	319
Recoupable deposits and other		391		602
	$	504	$	921

7.	Value Added Tax Receivable, Net

At September 30, 2024, the Company recorded a net VAT paid in Mexico of $0.2 million related to the Velardeña Properties and the Rodeo operation, as a recoverable asset, which appears in Value added tax receivable, net on the interim Condensed Consolidated Balance Sheet.

Mexico law allows for certain VAT payments to be recovered through ongoing applications for refunds. There is no certainty as to the amount or timing of such payment. Historically, the Company received VAT refund payments from the Mexican tax authorities on a timely basis. In 2023, however, the tax authorities began to delay the VAT refund process, and at December 31, 2023, the Company had recorded approximately $3.1 million of net VAT receivable.

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The decrease in the VAT receivable balance of approximately $2.9 million from December 31, 2023 to September 30, 2024 is primarily attributable to our collection of such balances in addition to the Company’s decision to discontinue operations at the Velardeña Properties.

At September 30, 2024 and December 31, 2023, the Company recorded approximately $0.3 million and $0.8 million, respectively, of VAT payable as a reduction to the VAT receivable in Mexico.

The Company has also paid VAT in other countries, primarily related to exploration projects, which has been charged to expense as incurred because of the uncertainty of recoverability.

8.	Property, Plant and Equipment, Net

The components of property, plant and equipment are as follows:


	September 30,		December 31,
	2024		2023

	(in thousands)
Exploration properties	$	150	$	150
Royalty properties		200		200
Buildings		—		48
Mining equipment and machinery		250		408
Other furniture and equipment		417		419
		1,017		1,225
Less: Accumulated depreciation and amortization		(630)		(782)
	$	387	$	443

9.	Accounts Payable and Other Accrued Liabilities

The Company’s accounts payable and other accrued liabilities consist of the following:


	September 30,		December 31,
	2024		2023

	(in thousands)
Accounts payable and accruals	$	2,513	$	3,586
Accrued employee compensation and benefits		679		1,281
Income taxes payable (Note 13)		80		32
	$	3,272	$	4,899

10.

Asset Retirement and Reclamation Liabilities

The Company has detailed closure plans for reclamation activity at the Rodeo Property. The Company stopped mining at the Rodeo Property in June 2023 and has up to three years to begin reclamation activities. The Company will continue to accrue additional estimated asset retirement obligation “ARO” amounts based on the closure plan and as activities requiring future reclamation and remediation occur.

Asset retirement and reclamation liabilities consist of the following:


	September 30,		December 31,
	2024		2023

	(in thousands)
Current asset retirement and reclamation liabilities	$	150	$	150
Non-current asset retirement and reclamation liabilities		305		296
	$	455	$	446

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Current asset retirement and reclamation liabilities is included in Other current liabilities (see Note 11).

The following table presents the changes in the Company’s asset retirement and reclamation liabilities for the nine months ended September 30, 2024 and 2023:


	Nine Months Ended
	September 30,
	2024		2023

	(in thousands)
Balance at January 1,	$	446	$	446
Changes in estimates, and other		—		—
Accretion expense		9		—
Balance at September 30,	$	455	$	446

11.

Other Liabilities

Other Current Liabilities

The following table sets forth the Company’s other current liabilities:


	September 30,		December 31,
	2024		2023

	(in thousands)
Insurance premium financing	$	55	$	269
Operating lease liability		46		105
Litigation accrual (Note 16)		—		250
Current asset retirement and reclamation liabilities		150		150
	$	251	$	774

Other Long-Term Liabilities

The following table sets forth the Company’s other long-term liabilities:


	September 30,		December 31,
	2024		2023

	(in thousands)
Operating lease liability	$	—	$	10
Deposits and other		—		18
	$	—	$	28

12.

Fair Value Measurements

Financial assets and liabilities and nonfinancial assets and liabilities are measured at fair value on a recurring basis under a framework of a fair value hierarchy that prioritizes the inputs into valuation techniques used to measure fair value into three broad levels. This hierarchy gives the highest priority to quoted prices (unadjusted) in active markets and the lowest priority to unobservable inputs. Further, financial assets and liabilities should be classified by level in their entirety based upon the lowest level of input that was significant to the fair value measurement. The three levels of the fair value hierarchy per ASC Topic 820 are as follows:

Level 1: Unadjusted quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date.

Level 2: Quoted prices in inactive markets for identical assets or liabilities, quoted prices for similar assets or liabilities in active markets, or other observable inputs either directly related to the asset or liability or derived principally from corroborated observable market data.

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Level 3: Unobservable inputs due to the fact that there is little or no market activity. This entails using assumptions in models that estimate what market participants would use in pricing the asset or liability.

The following table summarizes the Company’s financial assets and liabilities measured on a recurring basis at fair value by respective level of the fair value hierarchy:


	Level 1		Level 2		Level 3		Total

	(in thousands)
At September 30, 2024
Assets:
Cash and cash equivalents	$	1,777	$	—	$	—	$	1,777
	$	1,777	$	—	$	—	$	1,777

At December 31, 2023
Assets:
Cash and cash equivalents	$	3,766

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