Golden Minerals Co

Previous wording

We were incorporated in Delaware in March 2009 under the Delaware General Corporation Law. We are an exploration company holding or controlling majority interests in the Desierto and Sarita Este concessions, adjoining gold-silver-copper exploration projects located in northwest Salta Province, Argentina. We have also earned a 60% interest in Sand Canyon, an exploration-stage, gold-silver project in northwestern Nevada. We are primarily focused on advancing exploration activities at the Sarita Este/Desierto project and continue to review additional exploration opportunities, primarily in South America.

Current wording

We were incorporated in Delaware in March 2009 under the Delaware General Corporation Law. We are an exploration company holding or controlling majority interests in the Desierto and Sarita Este concessions, adjoining gold-silver-copper exploration projects located in northwest Salta Province, Argentina, and have earned a 60% interest in Sand Canyon, an exploration-stage gold-silver project in northwestern Nevada. Following the completion of the sale of Minera William in May 2026, the Company has completed its exit from Mexico, and its remaining focus is on advancing exploration at the Sarita Este/Desierto project in Argentina and the Sand Canyon project in Nevada, together with its corporate activities and the review of additional exploration opportunities, primarily in South America.

Previous wording

During 2024 and 2025, the Company substantially divested its operations in Mexico and Argentina, including the Velardeñá Properties, the El Quevar silver project, the Yoquivo exploration property, and several Mexican subsidiaries. On May 14, 2026, the Company completed the sale of its remaining Mexican subsidiary, Minera William, S.A. de C.V., for total proceeds 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 Company has now substantially concluded its business in Mexico and is focused on its exploration properties in Argentina and Nevada.

Current wording

During 2024 and 2025, the Company substantially divested its operations in Mexico and Argentina, including the Velardeña Properties, the El Quevar silver project, the Yoquivo exploration property, and several Mexican subsidiaries. On May 14, 2026, the Company completed the sale of its remaining Mexican subsidiary, Minera William, S.A. de C.V., for total proceeds of $1.2 million; the assets of Minera William included net operating losses, a Capital Contribution Account (“CUCA”), the Par de Tres 2 mining concession, and the San Diego royalty. Because we have divested our mining operations, our near-term liquidity is principally dependent on proceeds from asset sales and equity financing, as further described under “Item 1. Financial Statements—Note 2. Liquidity, Capital Resources and Going Concern.”

Previous wording

During the three months ended March 31, 2026, the Company had no new exploration activity or transactions of significance. The Company continued to focus on preserving cash resources while managing its exploration portfolio and evaluating strategic alternatives.

Current wording

During the three and six months ended June 30, 2026, other than the completed sale of Minera William, the Company had no new exploration activity or transactions of significance. The Company continued to focus on preserving cash resources while managing its exploration portfolio and evaluating strategic alternatives.

Previous wording

The Desierto project is located in the Puna geological region of Salta Province, Argentina. The Company controls 67% of the Desierto Project and continued discussions with Cascadero Copper Corporation regarding joint venture arrangements during Q1 2026. Following completion of the joint venture agreement, the Company anticipates initiating a Phase I drill program designed to test extensions of gold mineralization from the adjacent Sarita Este property. The timing of any drilling program depends on completing joint venture agreements and securing sufficient funding.

Current wording

The Desierto project is located in the Puna geological region of Salta Province, Argentina. The Company controls 67% of the Desierto Project and continued its efforts to complete joint venture documentation with Cascadero Copper Corporation during the six months ended June 30, 2026. Following completion of the joint venture agreement, the Company anticipates initiating a Phase I drill program designed to test extensions of gold mineralization from the adjacent Sarita Este property. The timing of any drilling program depends on completing joint venture agreements and securing sufficient funding.

Previous wording

In January 2025, the Company exercised its option to earn a 60% interest in the Sand Canyon project in Humboldt County, Nevada. The parties are finalizing joint venture documentation. During Q1 2026, no drilling was planned; the Company continued to review historical exploration data to inform future exploration plans.

Current wording

In January 2025, the Company exercised its option to earn a 60% interest in the Sand Canyon project in Humboldt County, Nevada. The parties are finalizing joint venture documentation. During the six months ended June 30, 2026, no drilling was planned; the Company continued to review historical exploration data to inform future exploration plans.

Previous wording

For the results of operations discussed below, we compare the results of operations for the three months ended March 31, 2026, to the results of operations for the three months ended March 31, 2025.

Current wording

For the results of operations discussed below, we compare the results of operations for the three and six months ended June 30, 2026, to the results of operations for the three and six months ended June 30, 2025.

Previous wording

Exploration expense. Our exploration expense, including property holding costs and allocated administrative expenses, totaled $0.06 million and $0.07 million for the three months ended March 31, 2026 and 2025, respectively, essentially unchanged.

Current wording

Exploration expense. Our exploration expense, including property holding costs and allocated administrative expenses, totaled $27 thousand and $81 thousand for the three months ended June 30, 2026 and 2025, respectively, and $86 thousand and $152 thousand for the six months ended June 30, 2026 and 2025, respectively, and were lower than in the comparable prior-year periods, reflecting a reduced level of exploration and property-holding activity, primarily as a result of holding fewer properties following the disposition of the Company’s Mexican operations in late 2025.

Previous wording

Administrative expense. Administrative expenses totaled $0.5 million for the three months ended March 31, 2026, compared to $0.7 million for the three months ended March 31, 2025. Administrative expenses, including costs associated with being a public company, are incurred primarily by our corporate activities in support of our exploration portfolio. The lower administrative expense we incurred during 2026 is primarily related to our continued cost reduction efforts.

Current wording

Administrative expense.* Administrative expenses totaled $345 thousand for the three months ended June 30, 2026, compared to $748 thousand for the three months ended June 30, 2025, and $834 thousand for the six months ended June 30, 2026, compared to $1,463 thousand for the six months ended June 30, 2025. Administrative expenses, including costs associated with being a public company, are incurred primarily by our corporate activities in support of our exploration portfolio and consist principally of professional fees, together with ongoing accounting and tax fees; investor-relations,

Previous wording

Stock-based compensation. During the three months ended March 31, 2026 and 2025, we incurred $0.07 million of stock-based compensation expense. Stock-based compensation varies from period to period depending on the number and timing of equity instruments granted, the type of grant, the market value of the shares on the date of grant and other variables.

Current wording

Stock-based compensation.* Stock-based compensation expense was $72 thousand for the three months ended June 30, 2026 and $145 thousand for the six months ended June 30, 2026. Stock-based compensation varies from period to period depending on the number and timing of equity instruments granted, the type of grant, the market value of the shares on the date of grant and other variables.

Previous wording

Income Taxes. We recorded zero income tax expense for the three months ended March 31, 2026 and 2025.

Current wording

Income Taxes. We recorded $nil income tax expense for the three and six months ended June 30, 2026 and 2025.

Previous wording

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 has been evaluating and pursuing strategic alternatives to address its liquidity requirements. Subsequent to March 31, 2026, the Company completed the sale of Minera William, S.A. de C.V. for total proceeds of $1.2 million and entered into a private placement to issue 3,740,000 shares of common stock at $0.2290 per share for expected gross proceeds of approximately $856,000, subject to Toronto Stock Exchange approval and expected to close on or around May 20, 2026. Based on current forecasts and taking into account the proceeds from these transactions, the Company expects its cash resources to fund operations into early 2027. Notwithstanding this improved near-term liquidity, 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.

Current wording

The Company’s only near-term opportunity to generate cash flow to meet its expected cash requirements is from asset sales, equity, or other external financing. The Company has been evaluating and pursuing strategic alternatives to address its liquidity requirements. Notwithstanding the improved near-term liquidity from the transactions entered into during the period ended June 30, 2026, 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.

Previous wording

At March 31, 2026, our aggregate cash and cash equivalents totaled $0.9 million, compared to $1.3 million at December 31, 2025 (plus restricted cash of $0.5 million). Combined, cash, cash equivalents, and restricted cash decreased by $0.9 million during the three months ended March 31, 2026, reflecting the following:

Current wording

At June 30, 2026, our aggregate consolidated cash and cash equivalents totaled approximately $2.5 million, compared to $1.3 million (plus $0.5 million of cash restricted for settlement of a value-added tax payable) at December 31, 2025. There was no restricted cash at June 30, 2026, as the value-added tax payable was settled during the period. During the six months ended June 30, 2026, cash, cash equivalents and restricted cash increased by approximately $0.6 million, reflecting the following:

Previous wording

Subsequent to March 31, 2026, the Company completed the sale of Minera William for total proceeds of $1.2 million and entered into a private placement expected to generate approximately $856,000 in additional gross proceeds upon closing, subject to Toronto Stock Exchange approval and expected to close on or around May 20, 2026 (see Note 13 to the condensed consolidated financial statements for additional information). Based on current forecasts, the Company expects these proceeds to fund operations into early 2027; however, the Company has no revenue-generating operations and will require additional financing to sustain operations beyond that horizon. These conditions continue to raise substantial doubt about the Company’s ability to continue as a going concern (see Note 2).

Current wording

See Note 2 to the condensed consolidated financial statements and “—2026 Liquidity Forecast and Going Concern Qualification” above for further discussion of the substantial doubt about the Company’s ability to continue as a going concern.

Previous wording

Some information contained in or incorporated by reference into this Quarterly Report on Form 10-Q (this “Form 10-Q”) may contain forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other applicable securities laws. We use the words “anticipate,” “continue,” “likely,” “estimate,” “expect,” “may,” “could,” “will,” “project,” “should,” “believe” and similar expressions (including negative and grammatical variations) to identify forward- looking statements. These statements include comments relating to (i) our anticipated near-term capital needs and potential sources of capital; (ii) our plans regarding exploration activities at the Desierto project and the completion of the related joint venture documents and formation of the joint venture with Cascadero Copper Corporation; (iii) plans regarding our Sand Canyon exploration property in Nevada; (iv) projected spending during 2026; and (v) statements concerning our financial condition, business strategies, business and legal risks, and our financial outlook for 2026, including anticipated expenditures and cash inflows during the year. Although we believe the expectations and assumptions reflected in those forward-looking statements are reasonable, we cannot assure you that these expectations and assumptions will prove to be correct. Our actual results could differ materially from those expressed or implied in these forward-looking statements as a result of various factors described in this Form 10-Q, including:

Current wording

Some information contained in or incorporated by reference into this Quarterly Report on Form 10-Q (this “Form 10-Q”) may contain forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other applicable securities laws. We use the words “anticipate,” “continue,” “likely,” “estimate,” “expect,” “may,” “could,” “will,” “project,” “should,” “believe” and similar expressions (including negative and grammatical variations) to identify forward- looking statements. These statements include comments relating to (i) our anticipated near-term capital needs and potential sources of capital; (ii) our plans regarding exploration activities at the Desierto project and the completion of the related joint venture documents and formation of the joint venture with Cascadero Copper Corporation; (iii) plans regarding our Sand Canyon exploration property in Nevada including completion of joint venture documentation; (iv) projected spending during 2026; and (v) statements concerning our financial condition, business strategies, business and legal risks, and our financial outlook for 2026, including anticipated expenditures and cash inflows during the year. Although we believe the expectations and assumptions reflected in those forward-looking statements are reasonable, we cannot assure you that these expectations and assumptions will prove to be correct. Our actual results could differ materially from those expressed or implied in these forward-looking statements as a result of various factors described in this Form 10-Q, including: