1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(MARK ONE)
FOR THE QUARTERLY PERIOD ENDED
OR
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(STATE OR OTHER JURISDICTION OF | (I.R.S. EMPLOYER | |
INCORPORATION OR ORGANIZATION) | IDENTIFICATION NO.) |
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) | (ZIP CODE) |
(
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
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:
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).
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 ☐ |
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
At May 16, 2025,
GOLDEN MINERALS COMPANY
FORM 10-Q
QUARTER ENDED MARCH 31, 2025
INDEX
PAGE | ||
3 | ||
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 18 | |
22 | ||
22 | ||
23 | ||
24 | ||
24 | ||
24 | ||
24 | ||
24 | ||
24 | ||
25 | ||
2
PART I. FINANCIAL INFORMATION
Item 1. | Financial Statements |
GOLDEN MINERALS COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in United States dollars)
(Unaudited)
| March 31, |
| December 31, | |||
2025 | 2024 | |||||
(in thousands, except share data) | ||||||
Assets | ||||||
Current assets | ||||||
Cash and cash equivalents | $ | | $ | | ||
Value added tax receivable, net (Note 6) |
| |
| | ||
Prepaid expenses and other assets (Note 5) | | | ||||
Total current assets |
| |
| | ||
Property, plant and equipment, net (Note 7) |
| |
| | ||
Investments | | | ||||
Right-of-use assets | — | | ||||
Assets held for sale (Note 3) |
| | | |||
Total assets | $ | | $ | | ||
Liabilities and equity (deficit) | ||||||
Current liabilities | ||||||
Accounts payable and other accrued liabilities (Note 8) | $ | | $ | | ||
Other current liabilities (Note 9) |
| |
| | ||
Current liabilities held for sale (Note 3) |
| |
| | ||
Total current liabilities |
| |
| | ||
Liabilities held for sale (Note 3) |
| |
| | ||
Total liabilities |
| |
| | ||
Commitments and contingencies (Note 13) | ||||||
Equity (deficit) (Note 12) | ||||||
Common stock, $ |
| |
| | ||
Additional paid-in capital |
| |
| | ||
Accumulated deficit |
| ( |
| ( | ||
Shareholders’ equity (deficit) |
| ( |
| ( | ||
Total liabilities and equity (deficit) | $ | | $ | | ||
The accompanying notes form an integral part of these interim condensed consolidated financial statements.
3
GOLDEN MINERALS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in United States dollars)
(Unaudited)
Three Months Ended | ||||||
| 2025 |
| 2024 | |||
(in thousands, except per share data) | ||||||
Costs and expenses: | ||||||
Exploration expense | ( | ( | ||||
Administrative expense | ( | ( | ||||
Stock-based compensation | ( | ( | ||||
Total costs and expenses |
| ( |
| ( | ||
Loss from operations |
| ( |
| ( | ||
Other income (expense): | ||||||
Interest and other income, net | | | ||||
Loss on foreign currency transactions | — | ( | ||||
Total other income (expense) | | ( | ||||
Loss from operations before income taxes and discontinued operations |
| ( | ( | |||
Income taxes (Note 11) | — | — | ||||
Loss from continuing operations | ( | ( | ||||
Loss from discontinued operations, net of taxes (Note 3) | ( | ( | ||||
Net loss | $ | ( | $ | ( | ||
Net loss per common share - basic | ||||||
Continuing operations | $ | ( | $ | ( | ||
Discontinued operations | ( | ( | ||||
Net loss per common share - basic | $ | ( | $ | ( | ||
Weighted-average shares outstanding - basic (1) | | | ||||
(1)
The accompanying notes form an integral part of these interim condensed consolidated financial statements.
4
GOLDEN MINERALS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in United States dollars)
(Unaudited)
Three Months Ended March 31, | ||||||
| 2025 |
| 2024 | |||
(in thousands) | ||||||
Cash flows provided by (used in) operating activities: | ||||||
Net loss | $ | ( | $ | ( | ||
Loss from discontinued operations | | | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Loss on trading securities | — | | ||||
Stock-based compensation | | | ||||
Changes in operating assets and liabilities: | ||||||
Accounts receivable | — | ( | ||||
Value added tax receivable, net | ( | | ||||
Prepaid expenses and other assets | | | ||||
Right-of-use assets | | | ||||
Accounts payable and other accrued liabilities | | | ||||
Other current liabilities | ( | ( | ||||
Other long-term liabilities | — | ( | ||||
Net cash provided by (used in) operating activities - continuing operations | ( | | ||||
Net cash provided by (used in) operating activities - discontinued operations | | ( | ||||
Net cash provided by (used in) operating activities | | ( | ||||
Cash flows provided by (used in) investing activities: | ||||||
Net cash provided by (used in) investing activities - continuing operations | — | — | ||||
Net cash provided by (used in) investing activities - discontinued operations | — | — | ||||
Net cash provided by (used in) investing activities | — | — | ||||
Cash flows provided by (used in) financing activities: | ||||||
Net cash provided by (used in) financing activities - continuing operations | — | — | ||||
Net cash provided by (used in) financing activities - discontinued operations | — | — | ||||
Net cash provided by (used in) financing activities | — | — | ||||
Net increase (decrease) in cash and cash equivalents | | ( | ||||
Cash and cash equivalents, beginning of period | | | ||||
Cash and cash equivalents, end of period | $ | | $ | | ||
Supplemental disclosure: | ||||||
Interest paid | $ | — | $ | | ||
Income taxes paid | $ | — | $ | — | ||
Supplemental disclosure of non-cash transactions: | ||||||
Deferred equity offering costs amortized | $ | — | $ | — | ||
The accompanying notes form an integral part of these interim condensed consolidated financial statements.
5
GOLDEN MINERALS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)
(Expressed in United States dollars)
(Unaudited)
Additional | ||||||||||||||
Common Stock | Paid-in | Accumulated | Total | |||||||||||
Shares | Amount | Capital | Deficit | Equity (Deficit) | ||||||||||
(in thousands except share data) | ||||||||||||||
Balance, December 31, 2023 | | $ | | $ | | $ | ( | $ | | |||||
Stock compensation accrued (Note 12) | ( | — | | — | | |||||||||
Warrants exercised (Note 12) | | | ( | — | — | |||||||||
Net loss | — | — | — | ( | ( | |||||||||
Balance, March 31, 2024 | | $ | | $ | | $ | ( | $ | | |||||
Balance, December 31, 2024 | | $ | | $ | | $ | ( | $ | ( | |||||
Stock compensation accrued (Note 12) | — | — | | — | | |||||||||
Net loss | — | — | — | ( | ( | |||||||||
Balance, March 31, 2025 | | $ | | $ | | $ | ( | $ | ( | |||||
The accompanying notes form an integral part of these interim condensed consolidated financial statements.
6
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, 2024, filed with the SEC on April 15, 2025 (the “2024 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, were expensed as incurred. Such costs were charged to cost of metals sold or project expense during the period depending on the nature of the costs. Certain costs were 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.”
Operating Segments and Related Disclosures
We manage our company as
2. | Liquidity, Capital Resources and Going Concern |
We do not currently have sufficient resources to meet our expected cash needs for a period of twelve months beyond the filing date of this 2025 Quarterly Report on Form 10-Q. At March 31, 2025, we had current assets of approximately $
7
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, 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 approximately the first quarter of 2026. If we are unable to obtain additional cash resources or sell the Company, we will be forced to cease operations and liquidate.
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.
The ability of the Company to maintain a positive cash balance for a period of twelve months beyond the filing date of this 2025 Quarterly Report on Form 10-Q is dependent upon its ability to generate sufficient cash flow from selling assets, reducing expenses, and raising sufficient funds through equity financings or other external 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 for the three months ended March 31, 2025 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 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 in Net loss from discontinued operations, net of tax in the accompanying 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 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 had 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.
8
We have entered into sales agreements pursuant to which a privately held Mexican company (the “Velardeña Buyer”) has purchased the Velardeña and Chicago mines, mining equipment and the sulfide plant, and agreed to purchase the oxide processing plant and water wells.
The sale of the Velardeña and Chicago mines, the sulfide processing plant and various related equipment pursuant to three of the sales agreements for $
The fourth agreement related to the sale of the Velardeña Properties covers the oxide plant and water wells, and the Velardeña Buyer agreed to complete total payments of $
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 $
Silex Argentina
On August 30, 2024, the Company entered into a binding letter agreement with Butte Energy Inc. (“Butte”) pursuant to which Butte would acquire
Yoquivo Project
On November 22, 2024, the Company completed the sale of its Yoquivo gold-silver project located in Chihuahua State, Mexico to Advance Metals Limited for total cash consideration of $
Minera de Cordilleras
In March 2025 the Company entered into an agreement for the sale of Minera de Cordilleras, a Mexican subsidiary holding tax losses and
9
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 | |||||
March 31, | |||||
2025 |
| 2024 | |||
(in thousands) | |||||
Revenue | |||||
Sale of metals | $ | — | $ | | |
Total revenue | — | | |||
Costs and expenses: | |||||
Cost of metals sold |
| — |
| ( | |
Exploration | — | ( | |||
El Quevar project expenses | — | ( | |||
Velardeña shutdown care and maintenance costs |
| ( |
| — | |
Reclamation expense |
| ( |
| ( | |
Other operating expense, net | ( | ( | |||
Depreciation and amortization |
| — |
| ( | |
Total costs and expenses | ( | ( | |||
Loss from discontinued operations before income taxes | ( | ( | |||
Income taxes | — | — | |||
Loss from discontinued operations, net of taxes | $ | ( | $ | ( | |
The following table summarizes the carrying amounts of major classes of assets and liabilities of discontinued operations for each of the periods presented:
| March 31, |
| December 31, | |||
2025 |
| 2024 | ||||
(in thousands) | ||||||
Assets | ||||||
Property, plant and equipment, net(1) | | | ||||
Total assets held for sale | $ | | $ | | ||
Liabilities | ||||||
Deferred revenue(2) | | | ||||
Other current liabilities(3) | | | ||||
Total current liabilities held for sale | | | ||||
Asset retirement and reclamation liabilities(4) | |
| | |||
Total liabilities held for sale | $ | | $ | | ||
| (1) | Property, plant and equipment, net at March 31, 2025 and December 31, 2024 consisted of the remaining Velardeña Properties assets. |
| (2) | Deferred revenue at March 31, 2025 and December 31, 2024 primarily represents cash received for the sale of the Velardeña oxide plant. |
| (3) | Other current liabilities at March 31, 2025 and December 31, 2024 consisted of the current portion of ARO. |
| (4) | Asset retirement and reclamation liabilities at March 31, 2025 and December 31, 2024 relate to the Rodeo and Velardeña Properties. |
Asset Retirement and Reclamation Liabilities
Current asset retirement and reclamation liabilities are included in “Current liabilities held for sale”. Non-current asset retirement and reclamation liabilities are included in “Liabilities held for sale”.
10
Asset retirement and reclamation liabilities consist of the following:
March 31, | December 31, | |||||
| 2025 |
| 2024 | |||
(in thousands) | ||||||
Current asset retirement and reclamation liabilities | $ | | $ | | ||
Non-current asset retirement and reclamation liabilities |
| |
| | ||
$ | | $ | | |||
Current asset retirement and reclamation liabilities is included in Other current liabilities (see Note 9).
The following table presents the changes in the Company’s asset retirement and reclamation liabilities for the three months ended March 31, 2025 and 2024:
Three Months Ended | ||||||
March 31, | ||||||
| 2025 |
| 2024 | |||
(in thousands) | ||||||
Balance at January 1, | $ | | $ | | ||
Accretion expense |
| |
| | ||
Balance at March 31, | $ | | $ | | ||
4. | New Accounting Pronouncements |
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.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which is intended to improve financial reporting by requiring disaggregated disclosure of certain costs and expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted, and may be applied on either a prospective or retrospective basis. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.
5. | Prepaid Expenses and Other Assets |
Prepaid expenses and other current assets consist of the following:
| March 31, |
| December 31, | |||
2025 |
| 2024 | ||||
(in thousands) | ||||||
Prepaid insurance | $ | | $ | | ||
Recoupable deposits and other |
| |
| | ||
$ | | $ | | |||
6. | Value Added Tax Receivable, Net |
At March 31, 2025 and December 31, 2024, the Company recorded a net VAT paid in Mexico of $
11
The Company has also paid VAT in Mexico as well as other countries, primarily related to exploration projects, which has been charged to expense as incurred because of the uncertainty of recoverability.
.
7. | Property, Plant and Equipment, Net |
The components of property, plant and equipment are as follows:
March 31, | December 31, | |||||
| 2025 |
| 2024 | |||
(in thousands) | ||||||
Mining equipment and machinery | $ | | $ | | ||
Other furniture and equipment |
| |
| | ||
| |
| | |||
Less: Accumulated depreciation |
| ( | ( | |||
$ | | $ | | |||
8. | Accounts Payable and Other Accrued Liabilities |
The Company’s accounts payable and other accrued liabilities consist of the following:
March 31, | December 31, | |||||
2025 | 2024 | |||||
(in thousands) | ||||||
Accounts payable and accruals | $ | | $ | | ||
Accrued employee compensation and benefits | | | ||||
$ | | $ | | |||
9. | Other Current Liabilities |
The following table sets forth the Company’s other current liabilities:
March 31, | December 31, | |||||
| 2025 | 2024 | ||||
(in thousands) | ||||||
Insurance premium financing | $ | | $ | | ||
Operating lease liability |
| — |
| | ||
$ | | $ | | |||
10. | 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.
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.
12
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 March 31, 2025 |
| |||||||||||
Assets: | ||||||||||||
Cash and cash equivalents | $ | | $ | — | $ | — | $ | | ||||
$ | | $ | — | $ | — | $ | | |||||
At December 31, 2024 | ||||||||||||
Assets: | ||||||||||||
Cash and cash equivalents | $ | | $ | — | $ | — | $ | | ||||
$ | | $ | — | $ | — | $ | | |||||
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, 2025 and December 31, 2024, the Company did not have any financial assets or liabilities classified within Level 2 or Level 3 of the fair value hierarchy.
11. | Income Taxes |
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 the three months ended March 31, 2025 and 2024, the Company recorded
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, 2025 and December 31, 2024, the Company had
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 had
13
12. | Equity |
Equity Incentive Plans
Restricted Stock Grants
The following table summarizes the status and activity of the Company’s restricted stock grants at March 31, 2025 and 2024, and the changes during the nine months then ended:
Three Months Ended March 31, | ||||||||||
2025 | 2024 | |||||||||
|
| Weighted |
|
| Weighted | |||||
Average | Average | |||||||||
Grant Date | Grant Date | |||||||||
Number of | Fair Value | Number of | Fair Value | |||||||
Restricted Stock Grants | Shares | Per Share | Shares | Per Share | ||||||
Outstanding at beginning of period | | $ | | | $ | | ||||
Granted during the period |
| — |
| — |
| — |
| — | ||
Restrictions lifted during the period |
| — |
| — |
| — |
| — | ||
Forfeited during the period |
| — |
| — |
| — |
| — | ||
Outstanding at end of period | | $ | | | $ | | ||||
Restricted Stock Units
The following table summarizes the status and activity of the Company’s restricted stock units at March 31, 2025 and 2024, and the changes during the nine months then ended:
Three Months Ended March 31, | ||||||||||
2025 | 2024 | |||||||||
|
| Weighted |
|
| Weighted | |||||
Average | Average | |||||||||
Grant Date | Grant Date | |||||||||
Number of | Fair Value | Number of | Fair Value | |||||||
Restricted Stock Units | Shares | Per Share | Shares | Per Share | ||||||
Outstanding at beginning of period | | $ | | | $ | | ||||
Granted during the period |
| — |
| — |
| — |
| — | ||
Shares issued during the period |
| — |
| — |
| — |
| — | ||
Forfeited during the period |
| — |
| — |
| — |
| — | ||
Outstanding at end of period | | $ | |
| | $ | | |||
Key Employee Long-Term Incentive Plan
There were
14
Stock-Based Compensation
Stock-based compensation expense for the periods presented is as follows:
Three Months Ended March 31, | |||||
2025 |
| 2024 | |||
(in thousands) | |||||
Restricted stock grants | $ | | $ | | |
Restricted stock units | | | |||
KELTIP units | — | | |||
$ | | $ | | ||
Common Stock Warrants
The following table summarizes the activity of the Company’s common stock warrants for the three months ended March 31, 2025 and 2024.
Three Months Ended March 31, | ||||||||||
2025 | 2024 | |||||||||
Weighted | Weighted | |||||||||
Number of | Average | Number of | Average | |||||||
Underlying | Exercise Price | Underlying | Exercise Price | |||||||
Common Stock Warrants | Shares | Per Share | Shares | Share | ||||||
Outstanding at beginning of period | | $ | | | $ | | ||||
Granted during period | — | — | — | — | ||||||
Exercised during period | ||||||||||
November 2023 Pre-Funded Warrants | — | — | ( | | ||||||
Expired during the period | ||||||||||
July 2019 Series A Warrants | ( | | — | — | ||||||
Outstanding at end of period | | $ | | | $ | | ||||
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, 2025 are as follows:
Number of | Exercise | ||||||
Common Stock Warrants | Warrants | Price | Expiration Date | ||||
April 2020 Series A Warrants | | $ | | October 22, 2025 | |||
April 2020 Series B Warrants | | $ | | October 22, 2025 | |||
June 2023 Warrants | | $ | | December 26, 2028 | |||
November 2023 Series A Warrants | | $ | | November 6, 2028 | |||
November 2023 Series B Warrants | | $ | | May 6, 2025 | |||
| |||||||
All outstanding common stock warrants are recorded in equity at March 31, 2025 and December 31, 2024, 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.
13. | Commitments and Contingencies |
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
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William’s bank accounts in Mexico, which limited the Company’s and Minera William’s ability to access approximately US$
The Company and Unifin agreed to settle the dispute in late 2023. An accrued liability was recorded for the settlement amount of $
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.
Claims Related to Shutdown or Reduction of Operations
Early in 2025, we received
As a result of the Company’s reduced or ceased operations in the US, Mexico, Argentina and Peru, 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.
14. | Related Party Transactions |
The following sets forth information regarding transactions between the Company (and its subsidiaries) and its officers, directors and significant stockholders.
Administrative Services
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. During 2024, Sentient sold its shares of the Company and is no longer considered a related party. In addition, the Company no longer provided services to Minera Indé as of December 31, 2024.
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15.Subsequent Events
Velardeña Sales Agreement
Subsequent to March 31, 2025, the Velardeña Buyer made additional payments of approximately $
Sale of Minera de Cordilleras
In April 2025 the Company completed the sale of Minera de Cordilleras, a Mexican subsidiary holding tax losses and
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Our Company
We were incorporated in Delaware in March 2009 under the Delaware General Corporation Law. We are an exploration company holding majority joint venture interests in the Desierto and Sarita Este concessions, adjoining gold-silver-copper exploration projects located in northwest Salta Province Argentina, a 60% joint venture interest in Sand Canyon, an exploration-stage, gold-silver project in northwestern Nevada and other mineral exploration properties located primarily in or near historical precious metals producing regions in Argentina and Mexico. We are primarily focused on advancing exploration activities at the Sarita Este/Desierto project. We incurred net operating losses for the three months ended March 31, 2025, and 2024.
We restarted mining at our Velardeña Properties in December 2023 and continued through the end of February 2024 when it was determined that the initial performance of both the mine and the plant did not achieve expected results. We processed all the mineralized material that had been mined, shut down the sulfide processing plant at the end of March 2024 and held the Velardeña Properties for short-term sale as we evaluated options to realize value from the assets. We entered into the Velardeña Sales Agreements to sell the Velardeña and Chicago mines, both sulfide and oxide processing plants, water wells, and related equipment of the Velardeña Properties to the Velardeña Buyer in exchange for an aggregate purchase price of $5.5 million in cash, plus VAT. The first three of the Velardeña 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, and the titles to the assets were transferred to the Velardeña Buyer. The Velardeña Buyer agreed to pay $3.0 million plus VAT on July 1, 2024, to complete the fourth and final of the Velardeña Sales Agreements which covered the oxide processing plant and water wells. The Buyer has made payments of approximately $2.9 million through May 16, 2025, and is currently in default. While we retain title to the plant, the Velardeña Buyer has had operational control of the plant, and we have not had access to the property since mid-year 2024. We continue to hold our remaining interests in the oxide plant at Velardeña as assets held for sale. The Velardeña Buyer has been making periodic payments and the Company believes at this time that it will eventually collect the full amount, at which time the Company will record the sale under the fourth and final Velardeña Sales Agreement. (see “Item 1. Financial Statements—Note 3. Assets Held for Sale and Discontinued Operations”).
In October 2024, we completed the sale of Silex Argentina, which is the sole owner of El Quevar, our advanced exploration property in Argentina for $3.5 million. We also completed the sale of our Yoquivo exploration property in Mexico in November 2024 for $570,000 plus VAT and the sale of a Mexican subsidiary holding tax losses for $445,000. In April 2025 the Company completed the sale of an additional Mexican subsidiary holding tax losses and 5 minor property concessions for $600,000. The Company continues to hold an interest in several remaining exploration properties, including Sarita Este/Desierto, a gold-silver-copper exploration project located in northwest Salta Province Argentina and Sand Canyon, an exploration stage, gold-silver project in northwestern Nevada.
Because we have ceased production at the Velardeña Properties, our only near-term opportunity to generate cash flow is from the sale of assets or new sources of debt or equity capital. We are evaluating and pursuing alternatives to obtain funds to continue as a going concern, including the potential sale of the Company, finalizing the sale of its assets at the Velardeña Properties, seeking buyers or partners for certain of 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 first quarter of 2026. If we are unable to obtain additional cash resources or sell the Company, we will be forced to cease operations and liquidate. See “Item 1. Financial Statements—Note 3. Assets Held for Sale and Discontinued Operations.”
2025 Highlights
The Company has achieved a significant reduction in liabilities and a meaningful decrease in our cost structure through its restructuring efforts in 2024 which continued into the first quarter of 2025. These combined actions allowed us to strengthen our balance sheet and preserve capital, enabling us to shift focus toward our most promising exploration assets as further described below. We expect the restructuring actions to be completed once the remaining sales agreement for the Velardeña assets is completed, which we anticipate happening in the second quarter.
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Sarita Este / Desierto Project
The Desierto project, located in the Puna geological region of Salta Province, Argentina, has been the subject of surface exploration that identified zones of alteration, including clay and silica-rich areas typically associated with precious metal systems. During 2025, the Company plans to formalize a joint venture agreement with Cascadero Copper Corporation to advance exploration activities on the Desierto I concession. The Company anticipates initiating a Phase I drill program designed to test extensions of gold mineralization observed at the adjacent Sarita Este property. Data obtained from the initial drilling program is expected to support refinement of the Desierto geological model and further evaluation of potential synergies with the Sarita Este project.
Sand Canyon Project
In January 2025, the Company exercised its option to earn a 60% interest in the Sand Canyon project, located in Humboldt County, Nevada, pursuant to its agreement with Golden Gryphon Explorations, Inc. The parties are currently working to finalize joint venture documentation. While no drilling is planned for 2025, the Company is continuing to review and integrate historical exploration data and technical studies to inform future exploration plans.
Sale of Minera de Cordilleras
In April 2025, the Company completed the sale of its wholly owned subsidiary, Minera de Cordilleras S. de R.L. de C.V., for total consideration of $600,000. The subsidiary held five non-core mining concessions in Mexico and accumulated tax loss carryforwards as part of its restructuring program.
Financial Results of Operations
For the results of operations discussed below, we compare the results of operations for the three months ended March 31, 2025, to the results of operations for the three months ended March 31, 2024.
Exploration expense. Our exploration expense, including property holding costs and allocated administrative expenses, totaled $0.1 million and $0.1 million for the three months ended March 31, 2025 and 2024, respectively, essentially unchanged.
Administrative expense. Administrative expenses totaled $0.7 million for the three months ended March 31, 2025, compared to $1.0 million for the three months ended March 31, 2024. 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 2025 is primarily related to our cost reduction efforts.
Stock-based compensation. During the three months ended March 31, 2025 and 2024, we incurred $0.1 million of stock-based compensation expense. Stock-based compensation varies from period to period depending on the number and timing of shares granted, the type of grant, the market value of the shares on the date of grant and other variables.
Interest and other income, net. We recorded a nominal amount of interest and other income, net for the three months ended March 31, 2025 and 2024.
Loss on foreign currency transactions. We recorded a nominal amount of loss on foreign currency transactions for the three months ended March 31, 2025 and 2024. Foreign currency gains and losses are primarily related to the effect of currency fluctuations on monetary assets net of liabilities held by our foreign subsidiaries that are denominated in currencies other than U.S. dollars.
Income Taxes. We recorded zero income tax expense for the three months ended March 31, 2025 and 2024.
Loss from discontinued operations, net of taxes. In 2024, certain businesses were classified as assets held for sale and discontinued operations, including the Rodeo and Velardeña Properties in Mexico and the El Quevar property in Argentina. Loss from discontinued operations, net of taxes was $0.4 million and $3.3 million for the three months ended March 31, 2025 and 2024, respectively.
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Loss from discontinued operations, net of taxes included the following major components:
| ● | Sale of metals. Revenue from the sale of metals decreased from $1.2 million for the three months ended March 31, 2024 to zero for the three months ended March 31, 2025 primarily due to ceasing mining operations at the Rodeo and Velardeña Properties in 2023 and 2024, respectively. |
| ● | Cost of metals sold. For the three months ended March 31, 2025 and 2024, we recorded zero and $2.9 million of cost of metals sold, respectively. The decrease in costs was due to the discontinuation of mining operations. |
| ● | Exploration. Exploration decreased from $0.4 million for the three months ended March 31, 2024 to zero for the three months ended March 31, 2025 primarily due to cash constraints of the Company and the classification of assets held for sale. |
| ● | Velardeña care and maintenance costs. We recorded no expenses related to care and maintenance at our Velardeña Properties for the three months ended March 31, 2024 as the Velardeña Properties were operating during that period. We recorded $0.2 million related to care and maintenance for the three months ended March 31, 2025, for expenses related to care and maintenance at our Velardeña Properties as the result of the previous suspension of mining and processing activities in 2024. |
| ● | Other operating expense, net. We recorded $0.1 million of other operating expense for the three months ended March 31, 2025 relating primarily to the write-off of a receivable. We recorded $0.9 million for the three months ended March 31, 2024 relating mainly to a severance accrual for employees in Mexico. |
For additional details on the major components of the loss from discontinued operations, please refer to “Item 1 Financial Statements—Note 3. Assets Held for Sale and Discontinued Operations” in this Form 10-Q.
Liquidity, Capital Resources and Going Concern
2025 Liquidity Forecast and Going Concern Qualification
We do not currently have sufficient resources to meet our expected cash needs for a period of twelve months beyond the filing date of this 2025 Quarterly Report on Form 10-Q. At March 31, 2025, we had current assets of approximately $4.0 million, including cash and cash equivalents of approximately $3.5 million. On the same date, we had accounts payable and other current liabilities of approximately $4.9 million, which includes $3.0 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 March 31, 2025, the Company was owed $232,000 plus $37,000 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 15).
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, 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 approximately the first quarter of 2026. If we are unable to obtain additional cash resources or sell the Company, we will be forced to cease operations and liquidate.
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.
The ability of the Company to maintain a positive cash balance for a period of twelve months beyond the filing date of this 2025 Quarterly Report on Form 10-Q is dependent upon its ability to generate sufficient cash flow from selling assets, reducing expenses, and raising sufficient funds through equity financings or other external 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
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twelve months following the filing date of this Quarterly Report for the three months ended March 31, 2025 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.
2025 Liquidity Discussion
At March 31, 2025, our aggregate cash and cash equivalents totaled $3.5 million, compared to the $3.2 million in similar assets held at December 31, 2024. The March 31, 2025 increase is the result of the following expenditures and cash inflows for the three months ended March 31, 2025. Expenditures totaled $1.2 million from the following:
| ● | $0.4 million from the net loss on discontinued operations and assets held for sale, which includes, $0.2 million in Velardeña shutdown care and maintenance costs and $0.2 million in other operating costs; |
| ● | $0.7 million in general and administrative expenses; and |
| ● | $0.1 million in exploration expenditures. |
The above expenditures were partially offset by cash inflows of $1.5 million from the following:
| ● | $1.0 million of proceeds received from the sale of Velardeña Plant 2 and water wells; and |
| ● | $0.5 million of other working capital changes. |
Recent Accounting Pronouncements
There were no new accounting pronouncements issued during the first quarter of 2025 that would affect the Company or have a material impact on its consolidated financial position or results of operations.
Forward-Looking Statements
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 Sarita Este/Desierto project and the completion of the related joint venture documents and formation of the joint venture with Cascadero Copper Corporation (“Cascadero”); (iii) plans regarding our Sand Canyon exploration property in Nevada; (iv) expectations pertaining to the collection of receivables from the sale of the Velardeña Properties; (iv) projected spending for the twelve months ending March 31, 2026; and (v) statements concerning our financial condition, business strategies, business and legal risks, and our financial outlook for 2025, 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:
| ● | The Company’s expected near-term cash needs, including the need to raise additional cash in the near-term and whether we are able to raise the necessary capital required to continue our business on terms acceptable to us or at all; |
| ● | Higher than anticipated exploration, maintenance, general and administrative costs; |
| ● | Whether we will receive the full amount of receivables from the sale of the Velardeña Properties and whether the timing of such collections will be delayed; |
| ● | Plans regarding further advancement of the Sarita Este/Desierto project, including completion of the joint venture documents with Cascadero; |
| ● | Plans regarding further advancement of the Sand Canyon project, including completion of the joint venture with Golden Gryphon Explorations, Inc.; |
| ● | Decreases in silver and gold prices; |
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| ● | Risks related to our exploration properties, including unfavorable results from exploration and whether we will be able to advance our exploration properties; |
| ● | Variations in the nature, quality and quantity of any mineral deposits that are or may be located at our exploration properties, changes in interpretations of geological information, and unfavorable results of drilling, metallurgical and other tests; |
| ● | Potential delays in our exploration activities or other activities to advance properties towards mining resulting from environmental consents or permitting delays or problems, accidents, problems with contractors, disputes under agreements related to exploration properties, unanticipated costs and other unexpected events; |
| ● | Our ability to retain key management and exploration personnel necessary to successfully operate and grow our business; |
| ● | Economic and political events negatively affecting the market prices for gold, silver, zinc, lead and other minerals that may be found on our exploration properties; |
| ● | Political and economic instability in Argentina and other countries in which we conduct our business, and future actions of any of these governments with respect to nationalization of natural resources or other changes in mining or taxation policies; |
| ● | Adverse technological changes and cybersecurity threats; |
| ● | Volatility in the market price of our common stock; and |
| ● | The factors discussed under “Risk Factors” in our 2024 Annual Report. |
These factors are not intended to represent a complete list of the general or specific factors that could affect us. Many of these factors are beyond our ability to control or predict. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, such expectations may prove to be materially incorrect due to known and unknown risks and uncertainties. You should not unduly rely on any of our forward-looking statements. These statements speak only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Interest Rate Risk
We invest substantially all of our excess cash in U.S. government and debt securities rated “investment grade” or better. The rates received on such investments may fluctuate with changes in economic conditions. Based on the average cash and investment balances outstanding during the first three months of 2025, a 1% decrease in interest rates would have resulted in only a nominal reduction in interest income for the period.
Foreign Currency Exchange Risk
Although most of our expenditures are in U.S. dollars, certain purchases of labor, services, supplies and capital assets are denominated in other currencies, primarily in Mexico and Argentina. As a result, currency exchange fluctuations may impact the costs of our exploration and mining activities. To reduce this risk, we maintain minimum cash balances in foreign currencies and complete most of our purchases in U.S. dollars.
Commodity Price Risk
We are primarily engaged in the exploration of properties containing gold, silver, zinc, lead and other minerals. As a result, decreases in the price of any of these metals have the potential to negatively impact our ability to establish reserves and mine on our properties. We currently hold no commodity derivative positions.
Item 4. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of March 31, 2025, (the “Evaluation Date”). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, our disclosure
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controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. | Legal Proceedings. |
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.
Claims Related to Shutdown or Reduction of Operations
Nine former employees of some of the Company’s Mexican subsidiaries have pending labor claims filed in 2024 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.
One supplier of some of the Mexican subsidiaries filed a lawsuit in 2024 against the subsidiary companies for non-payment for services rendered. In total, the supplier is seeking approximately $55,000 and this amount is recorded in accounts payable as of March 31, 2025.
Early in 2025, we received two labor claims against our Argentina subsidiary from former employees seeking compensation that we believe is unsupported. The first employee has filed a claim for approximately $99,000, while the
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second employee has not yet specified the amount of compensation sought. We are assessing the merits of these claims and at this time do not believe they are valid claims.
As a result of the Company’s reduced or ceased operations in the US, Mexico, Argentina and Peru, 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.
Item 1A. | Risk Factors |
The risk factors for the three months ended March 31, 2025, are substantially the same as those set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
None.
Item 3. | Defaults Upon Senior Securities |
None.
Item 4. | Mine Safety Disclosures |
Not applicable.
Item 5. | Other Information |
Item 6. | Exhibits |
3.1 | |
3.2 | |
3.3 | |
3.4 | |
3.5 | |
3.6 | |
3.7 | |
4.1 | |
4.2 | |
4.3 |
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4.4 | |
4.5 | |
4.6 | |
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.* |
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.* |
32 | |
101.INS | Inline XBRL Instance Document* |
101.SCH | Inline XBRL Taxonomy Extension Schema Document* |
101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document* |
101.DEF | Inline XBRL Taxonomy Definition Document* |
101.LAB | Inline XBRL Taxonomy Label Linkbase Document* |
101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document* |
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) |
* Filed herewith
** Furnished herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GOLDEN MINERALS COMPANY
Date: | May 20, 2025 | By: | /s/ Pablo Castaños |
Pablo Castaños | |||
President and Chief Executive Officer | |||
Date: | May 20, 2025 | By: | /s/ Joseph G. Dwyer |
Joseph G. Dwyer | |||
Senior Vice President and Chief Financial Officer | |||
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