Golden Minerals Co

CONDENSED CONSOLIDATED BALANCE SHEETS

(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.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(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.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

(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.

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, 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.

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 withinCurrent 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

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.

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 –

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 inNet 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 withinCurrent 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

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 inGain (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 inLoss from discontinued operations, net of taxes in the interim Condensed Consolidated Statements of Operations:

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

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.

Cash and Cash Equivalents

The Company has reported $1.8 million and $3.8 millionCash 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.

Prepaid expenses and other current assets consist of the following:

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 inValue 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.

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.

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

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

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 tothree 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:

Current asset retirement and reclamation liabilities is included inOther 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:

Other Current Liabilities

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

Other Long-Term Liabilities

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

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.

The Company’s short-term investments consist of 200,000 shares of common stock of Fabled and 20,000 shares of Fabled Copper Corp. and are classified within Level 1 of the fair value hierarchy.

At September 30, 2024 and December 31, 2023, 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 has projected taxable income by year end in certain tax jurisdictions, for which an annual effective tax rate has been calculated. For both the three and nine months ended September 30, 2024, 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 September 30, 2024 and December 31, 2023, 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 September 30, 2024 or December 31, 2023.

On May 26, 2023, the Company’s Board of Directors approved a reverse stock split of the common stock, par value $0.01 per share, of the Company 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, each effective on June 9, 2023.

Accordingly, all common stock, equity award, warrant, and per share amounts have been adjusted to reflect the reverse stock split for all prior periods presented. For additional information related to the reverse stock split, see Note 1,Basis of Preparation of Financial Statements and Nature of Operations.

On May 9, 2024, the Company’s shareholders approved an increase to the Company’s authorized shares from 28,000,000 shares to 100,000,000 shares. To effect the increase in authorized shares, 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 13, 2024.

June 2023 Offering and Private Placement Transaction

On June 26, 2023, the Company entered into a Securities Purchase Agreement with certain institutional investors providing for the issuance and sale by the Company in a registered direct offering (the “June 2023 Offering”) of an aggregate of 790,000 shares of the Company’s common stock at a purchase price of $1.45 per share and pre-funded warrants exercisable for up to 637,587 shares of the Company’s common stock (the “June 2023 Pre-Funded Warrants”) at a purchase price of $1.4499 per June 2023 Pre-Funded Warrant. In a concurrent private placement (the “June 2023 Private Placement” and, together with the June 2023 Offering, the “June 2023 Transactions”), the Company agreed to issue warrants to purchase up to 1,427,587 shares of the Company’s common stock at an exercise price of $1.90 (the “June 2023 Warrants”). The aggregate net proceeds from the June 2023 Transactions were approximately $1.9 million. See –Common Stock Warrants for additional information about the June 2023 Pre-Funded Warrants and the June 2023 Warrants.

November 2023 Public Offering

On November 6, 2023, the Company entered into a Securities Purchase Agreement with certain institutional investors providing for the issuance and sale by the Company in a public offering (the “November 2023 Offering”) of (i) an aggregate of 4,712,488 shares of the Company’s common stock, par value $0.01 per share (the “Initial Shares”); (ii) Series A common warrants (the “November 2023 Series A Warrants”) to purchase 6,000,000 Common Shares; (iii) Series B warrants (the “November 2023 Series B Warrants”) to purchase 3,000,000 Common Shares; (iv) pre-funded warrants (the “November 2023 Pre-Funded Warrants”) to purchase 1,287,512 shares of the Company’s common stock for aggregate net proceeds of approximately $3.8 million. During the quarter ended March 31, 2024, the 488,572 November 2023 Pre-Funded Warrants were exercised for net proceeds of $48.86;798,940 of these warrants were exercised in the fourth quarter 2023 for net proceeds of $70.89. See –Common Stock Warrants for additional information about the November 2023 Series A Warrants, the November 2023 Series B Warrants, and the November 2023 Pre-Funded Warrants.

At-the-Market Offering Agreement

During the nine months ended September 30, 2024, the Company didnot sell any shares of common stock under the At-the-Market-Offering-Agreement Program (“ATM Program”). The ATM Program has not been in effect since the related Registration Statement on Form S-3 expired on October 1, 2023. During the nine months ended September 30, 2023, the Company sold an aggregate of 308,930 shares of common stock under the ATM Program at an average price of $6.19 per share of common stock for net proceeds, after commissions and fees, of approximately $1,839,000.

There wereno deferred ATM Program costs amortized during the nine months ended September 30, 2024. Approximately $45,000 of deferred ATM Program costs were amortized during the nine months ended September 30, 2023. At September 30, 2024 and December 31, 2023, there wasno remaining balance of deferred ATM Program costs, recorded inPrepaid expenses and other assets on the interim Condensed Consolidated Balance Sheets.

Equity Incentive Plans

Restricted Stock Grants

The following table summarizes the status and activity of the Company’s restricted stock grants at September 30, 2024 and 2023, and the changes during the nine months then ended:

Restricted Stock Units

The following table summarizes the status and activity of the Company’s restricted stock units at September 30, 2024 and 2023, and the changes during the nine months then ended:

Key Employee Long-Term Incentive Plan

There were zero and 168,000 Key Employee Long Term Incentive Plan (“KELTIP”) Units outstanding at September 30, 2024 and December 31, 2023, respectively. Under the 2023 Equity Incentive Plan (“the 2023 Plan”), the Company discontinued the KELTIP and will no longer issue KELTIP Units.

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 nine months ended September 30, 2024 and September 30, 2023.

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

Common stock warrants outstanding as of September 30, 2024 are as follows:

All outstanding common stock warrants are recorded in equity at September 30, 2024 and December 31, 2023, 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.

The Company derived its 2023 revenue from the sale of doré, concentrates, and slag. No revenue has been derived from the sale of metals in 2024. The following table presents the Company’s net sales for each period presented (see Note 3):

Unifin Lawsuit

During April 2021, the Company became aware of a lawsuit in Mexico against one of the Company’s Mexican subsidiaries, Minera William, S.A. de C.V. (“Minera William”). The plaintiff in the matter was Unifin Financiera, S.A.B de C.V. (“Unifin”). The lawsuit was assigned to the Fifth Specialized Commercial District Court. In November 2022, the Company was formally served with the complaint in connection with the lawsuit and in December 2022 the Company filed its answer to the complaint. As a preemptive measure, Unifin obtained a preliminary court order freezing Minera William’s bank accounts in Mexico, which limited the Company’s and Minera William’s ability to access approximately US$153,000 according to current currency exchange rates.

The Company and Unifin agreed to settle the dispute in late 2023. An accrued liability was recorded for the settlement amount of $250,000 as of December 31, 2023 and for $113,000 as of March 31, 2024. During the first quarter of 2024, the Court unfroze the Minera William bank accounts, and the bank remitted the funds to Unifin as per the settlement agreement. Subsequent to March 31, 2024, the Company paid Unifin the remaining amount due under the agreement upon settlement. The court published a writ subsequent to March 31, 2024 stating that the parties had complied with the settlement agreement and declared that Unifin has withdrawn the lawsuit against Minera William.

On June 13, 2024, the Trial Court published the judgment in the commercial oral proceeding initiated by Unifin against Minera William, Procesadora de Minerales de Durango, and Jorge Alberto Samaniego Mota. Since Unifin and Minera William had previously settled the dispute and Unifin desisted or withdrew its action against Minera William, the company was not condemned in the judgment. Procesadora de Minerales de Durango and Jorge Alberto Samaniego Mota were ordered to pay all the amounts claimed by Unifin. However, the judgment states that Minera William, Procesadora de Minerales de Durango, and Jorge Samaniego Mota are jointly and severally liable to Unifin. The Company believes the Judge should not have ruled on whether or not Minera William was jointly and severally liable. Moreover, the Judge did not assess Minera William’s arguments that it was not jointly and severally liable to Unifin. Minera William is appealing that ruling as it is clearly contrary to the settlement agreement between Unifin and Minera William. The Company currently believes that it is unlikely any future liability will arise from this judgement.

Employee Labor Claims

During the nine months ended September 30, 2024,16 employees of some of the Company’s Mexican subsidiaries filed labor claims against the subsidiary companies claiming the companies had not compensated them properly for their termination. A severance accrual has been estimated and recorded in connection with these lawsuits for $230,000.

Supplier Lawsuits

During the nine months ended September 30, 2024, four suppliers of some of the Mexican subsidiaries filed lawsuits against the subsidiary companies for non-payment of services rendered. In total, thefour suppliers are seeking approximately $214,000 and this amount is recorded in accounts payable as of September 30, 2024.

The Company also has certain purchase and lease commitments as set forth in the Company’s 2023 Annual Report.

The Company’s reportable segments are based on the Company’s revenue-producing activities and cash-consuming activities. The Company reportstwo segments, one for its revenue-producing activities in Mexico, which includes the Rodeo Property, and the other comprised of non-revenue-producing activities, including exploration, construction and general and administrative activities. Intercompany revenue and expense amounts have been eliminated within each segment in order to report on the basis that management uses internally for evaluating segment performance.

As described in Note 3, the Company’s Velardeña Properties and Silex Argentina met the criteria to be reported as discontinued operations during 2024. As such, the results of operations for this business are excluded from the Mexico Operations segment in the table below, which only reflects continuing operations, for all periods presented. Assets held for sale are included below in the total assets for the Corporate, Exploration and Other segment.

The financial information relating to the Company’s segments is as follows:

The following sets forth information regarding transactions between the Company (and its subsidiaries) and its officers, directors and significant stockholders.

Administrative Services, Lease of Equipment:

Beginning in August 2016, the Company began providing limited accounting and other administrative services to Minera Indé, an indirect subsidiary of The Sentient Group (“Sentient”). Sentient, through the Sentient executive funds, previously held a significant percentage of the Company’s issued and outstanding shares of common stock. As of September 30, 2024, Sentient has sold their shares of the Company and is no longer considered a related party. In addition, the Company is no longer providing services to Minera Indé as of September 30, 2024.

**19.**Subsequent Events

Velardeña Plant 2 Asset Sale Agreement

Subsequent to September 30, 2024, the Plant 2 Buyer made additional payments of approximately $0.3 million bringing the total amounts paid through November 15, 2024 to approximately $1.3 million, but the Buyer remains in default. As of November 15, 2024, the Company is still owed $1.7 million, plus VAT, of the $3.0 million purchase price for the Velardeña oxide plant and water wells and other minor remaining Velardeña assets. 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 and the ARO liability to the Buyer and the Company would hold a mortgage to secure the payment.

Closing of the Silex Argentina Transaction

On October 24, 2024, the Company completed the sale of 100% of the issued and outstanding shares of Silex Argentina S.A., the Company’s wholly owned subsidiary that holds the El Quevar Project located in Salta Province, Argentina, to Butte Energy Inc. In connection with the closing of the Transaction, the Company received the remaining $2.5 million in cash per the terms of the Acquisition Agreement.

Yoquivo Project

On October 25, 2024 the Company announced it had signed a binding agreement (the “Agreement”) to sell its Yoquivo gold-silver project (located in Chihuahua State, Mexico) (the “Yoquivo Project”) to Advance Metals Limited (“AVM”) (the “Yoquivo Transaction”). Under the terms of the Agreement, AVM shall purchase 100% of the Yoquivo Project from Minera de Cordilleras S. de R.L. de C.V., a wholly-owned subsidiary of Golden Minerals, for total consideration of $570,000 (the “Purchase Price”), payable in cash, plus VAT, as follows: (1) a non-refundable cash payment of $20,000, plus VAT, for AVM to have the right to carry out due diligence for aseven-day exclusive period, beginning on October 24, 2024, (2) on November 1, 2024, AVM made a $275,000 cash payment, plus VAT, to the Company, and (3) on November 21, 2024, AVM shall make a final $275,000 cash payment, plus VAT, to the Company (collectively, the “Transaction Payments”). The Company has received the firsttwo payments, totaling $295,000 plus VAT. Closing of the Yoquivo Transaction will be subject to additional conditions, including receipt of regulatory approvals and completion of due diligence review by AVM. In the event that AVM decides not to complete the Yoquivo Transaction, AVM will be subject to a breakup fee of 20% of the Purchase Price.