Golden Minerals Co

Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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, 2025, filed with the SEC on April 1, 2026 (the “2025 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. 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.”

Operating Segments and Related Disclosures

We manage our company asone reportable operating segment, exploration activities. The segment information aligns with how the Company’s Chief Operating Decision Maker (“CODM”) reviews and manages our business. The Company’s CODM is the Company’s Chief Executive Officer. Financial information and annual exploration plans and forecasts are prepared and reviewed by the CODM at a consolidated level. The CODM assesses performance for the exploration activities segment and decides how to better allocate resources based on consolidated net income or loss that is reported on the interim Condensed Consolidated Statements of Operations. The Company’s objective in making resource allocation decisions is to optimize the consolidated financial results. The accounting policies of our exploration activities segment are the same as those described in the summary of significant accounting policies. Refer to Note 3 to the financial statements included in the Company’s 2025 Annual Report for a description of our Significant Accounting Policies.

As at March 31, 2026, we did not have sufficient resources to meet our expected cash needs for a period of twelve months beyond the filing date of this 2026 Quarterly Report on Form 10-Q. At March 31, 2026, we had current assets of approximately $1.0 million, including cash and cash equivalents of approximately $0.9 million. On the same date, we had accounts payable and other current liabilities of approximately $0.9 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, seeking buyers or partners for the Company’s other assets or obtaining equity or other external financing. Subsequent to March 31, 2026, the Company completed the sale of all issued and outstanding shares of Minera William, S.A. de C.V. to Streamline Metals Capital Ltd. (the “Investor”) for total consideration of $1.2 million. Concurrently, the Company entered into a private placement agreement with the Investor to issue 3,740,000 shares of common stock at $0.2290 per share for aggregate gross proceeds of approximately $856,000, subject to Toronto Stock Exchange approval and expected to close on or around May 20, 2026 (see Note 13). The proceeds from these transactions have not been reflected in these financial statements.

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 long-term operations will be dependent upon our ability to secure sufficient funding to generate future profitable operations. The underlying value and recoverability of the amounts shown as property, plant and equipment in our consolidated financial statements are dependent on our ability to generate positive cash flows from operations and to fund general administrative, and exploration activities that would lead to additional profitable mining and processing activities or to generate proceeds from the disposition of property, plant and equipment.

Subsequent to March 31, 2026, the Company completed the sale of Minera William, S.A. de C.V. for $1.2 million and entered into a private placement expected to generate approximately $856,000 in gross proceeds upon closing, for combined proceeds of approximately $2.1 million (see Note 13). Based on current forecasts and taking into account these proceeds, the Company expects its cash resources to fund operations into early 2027. Notwithstanding the improved near-term liquidity resulting from these transactions, the Company has no revenue-generating operations and will require additional financing or asset monetization to sustain operations beyond the current forecast horizon. These conditions continue to raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months following the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The following tables present the results and financial position of the Company’s discontinued operations for the periods presented. The Company’s Mexico and Argentina operations were substantially concluded during 2024 and 2025, including the Velardeña Properties, Silex Argentina (El Quevar), Yoquivo Project, and related Mexican subsidiaries. For information regarding the individual transactions, refer to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and prior quarterly reports filed with the SEC.

The following table summarizes the major line items for our Mexico operations, both during the current and the comparative periods, that are included inIncome (loss) from discontinued operations, net of taxes in the interim Condensed Consolidated Statements of Operations:

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires disaggregated disclosure of certain costs and expenses. As clarified by ASU 2025-01, ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The ASU is effective for annual periods beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of adopting the ASU on its consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which introduces a practical expedient allowing entities to assume that current conditions will not change when estimating expected credit losses on certain current assets. The ASU became effective for annual periods beginning after December 15, 2025. The Company adopted ASU 2025-05 effective January 1, 2026. The adoption did not have a material impact on the Company’s consolidated financial statements.

Prepaid expenses and other current assets consist of the following:

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

Depreciation expense was$nil for the three months ended March 31, 2026 and 2025.

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

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.

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:

The Company’s cash equivalents, comprised principally of U.S. treasury securities, are classified within Level 1 of the fair value hierarchy.

At March 31, 2026 and December 31, 2025, the Company did not have any financial assets or liabilities classified within Level 2 or Level 3 of the fair value hierarchy.

The Company accounts for income taxes in accordance with the provisions of ASC Topic 740,Income Taxes (“ASC 740”), on a tax jurisdictional basis. In accordance with ASC 740, the interim provision for taxes was calculated by using the estimated annual effective tax rate applied to the year-to-date income or losses on a jurisdictional basis. Although the Company has generated ordinary losses on a year-to-date basis, the Company may have taxable income by year end in certain tax jurisdictions, for which an annual effective tax rate has been calculated. For the three months ended March 31, 2026 and 2025, the Company recorded zero income tax expense.

In accordance with ASC 740, the Company presents deferred tax assets net of its deferred tax liabilities on a tax jurisdictional basis on its interim Condensed Consolidated Balance Sheets. As of March 31, 2026 and December 31, 2025, the Company hadno deferred tax assets andno deferred tax liability on the interim Condensed Consolidated Balance Sheets due to a valuation allowance offsetting the net deferred tax assets of the Company.

The Company, a Delaware corporation, and its subsidiaries file tax returns in the United States and in various foreign jurisdictions. The tax rules and regulations in these countries are highly complex and subject to interpretation. The Company’s income tax returns are subject to examination by the relevant taxing authorities and in connection with such examinations, disputes can arise with the taxing authorities over the interpretation or application of certain tax rules within the country involved. In accordance with ASC 740, the Company identifies and evaluates uncertain tax positions and recognizes the impact of uncertain tax positions for which there is less than a more-likely-than-not probability of the position being upheld upon review by the relevant taxing authority. Such positions are deemed to be “unrecognized tax benefits,” which require additional disclosure and recognition of a liability within the financial statements. The Company hadno unrecognized tax benefits at March 31, 2026 and December 31, 2025.

Restricted Stock Grants

The following table summarizes the status and activity of the Company’s restricted stock grants at March 31, 2026 and 2025, and the changes during the three months then ended:

Restricted Stock Units

The following table summarizes the status and activity of the Company’s restricted stock units at March 31, 2026 and 2025, and the changes during the three months then ended:

On February 26, 2026, the Company granted 200,000 RSUs to the Company’s CFO under the equity incentive plan. The RSUs vest in two equal installments, with 50% vesting on the first anniversary of the grant date and the remaining 50% vesting on the second anniversary of the grant date, subject to continued service with the Company.

Stock-Based Compensation

Stock-based compensation expense for the periods presented is as follows:

Common Stock Warrants

The following table summarizes the activity of the Company’s common stock warrants for the three months ended March 31, 2026 and 2025.

The common stock warrants relate to prior registered offerings and private placements of the Company’s stock.

Common stock warrants outstanding as of March 31, 2026 are as follows:

All outstanding common stock warrants are recorded in equity at March 31, 2026 and December 31, 2025, following the guidance established by ASC Topic 815-40. The Company’s common stock warrants allow for potential settlement in cash if certain extraordinary events are effected by the Company, including a 50% or greater change of control in the Company’s common stock. Since those events have been deemed to be within the Company’s control, the Company continues to apply equity treatment for these common stock warrants.

Previously disclosed claims related to the Company’s former operations in Mexico and prior employee and supplier claims have been fully resolved. For information regarding those claims and the Unifin Lawsuit, where the Company does not believe that any future liability would arise, see Item 3, Legal Proceedings, in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Mexican Mining Concession

In July 2025, the Company was notified by the Mexican Mining Registry of an outstanding balance of approximately $403,000 in fees, penalties, and late fees related to the Rucio mining concession, originally requested by Minera de Cordilleras, a subsidiary sold earlier in 2025. Under the terms of that sale, the Company would be responsible for this claim. The Rucio concession was originally requested in 2011 by a former manager of Minera de Cordilleras, was not issued until 2018, and the Company was never notified of its issuance or any associated payment obligations. The Company elected not to make payment pending further investigation, and the concession has since been cancelled by the Mining Registry. No enforcement action has been filed. The Company has initiated a concession annulment action to challenge the validity of the claim. As of March 31, 2026, no provision has been recorded as management believes that the outcome of this matter is uncertain.

Argentina Labor Claims

During 2025, the Company received three labor claims against its Argentina subsidiary from former employees seeking compensation. One of the labor claims has placed a lien on the Company’s Desierto concessions. As of March 31, 2026, the Company has accrued $250,000 for these matters, representing management’s best estimate of a probable loss. The Company intends to vigorously defend these claims.

As a result of the Company’s reduced or ceased operations in Argentina, the Company has been and may in the future be exposed to claims from former employees, labor unions, suppliers, consultants or contractors and tax and environmental claims, which may individually or in the aggregate be material.

Accounting and Financial Reporting Services

The Company has outsourced certain aspects of its accounting functions to Avisar Everyday Solutions Ltd. (“Avisar”). The Chief Financial Officer of the Company is a director, an officer, and a principal shareholder of Avisar. During the three months ended March 31, 2026, the Company incurred $32,293 for consulting services provided by Avisar(2025 - $nil). This amount includes payment for CFO and other accounting services; the Company does not incur any additional cash cost to the CFO directly. As of March 31, 2026, the amount owing to Avisar was $11,349.

Directors Compensation

As of March 31, 2026, amounts owing to directors for their fees and expense reimbursements from previous years total $211,367 and are included in accounts payable and other accrued liabilities on the Condensed Consolidated Balance Sheet (December 31, 2025: $211,367). No additional director fees were accrued during the three months ended March 31, 2026.

13. Subsequent Events

RSU Settlement

On April 9, 2026, the Company issued 100,000 shares of common stock in connection with the settlement of restricted stock units that had vested in 2025.

Private Placement and Sale of Minera Williams, S.A. de C.V.

In connection with the sale of Minera William, S.A. de C.V. described below, the Company entered into a private placement agreement with Streamline Metals Capital Ltd. (the “Investor”), pursuant to which the Company agreed to issue 3,740,000 shares of common stock at a purchase price of $0.2290 per share for aggregate gross proceeds of approximately $856,000.

On May 14, 2026, the Company completed the sale of all of the issued and outstanding shares of Minera William, S.A. de C.V. (“Minera William”) to the Investor for total consideration of $1.2 million. The assets of Minera William include net operating losses, a Capital Contribution Account (CUCA), the Par de Tres 2 mining concession, and the San Diego royalty.

The private placement remains subject to approval of the Toronto Stock Exchange and is expected to close on or around May 20, 2026.