Golden Minerals Co_MARCH 31, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(MARK ONE)

☒

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

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025.



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

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 1-13627

GOLDEN MINERALS COMPANY

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


DELAWARE		26-4413382

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


1312 17th St., Unit 2136
Denver, Colorado			80202

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)			(ZIP CODE)

(303) 839-5060

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:


	Common Stock, $0.01 par value
	(Title of Class)

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

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

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

At May 16, 2025, 15,053,048 shares of common stock, $0.01 par value per share, were issued and outstanding.

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GOLDEN MINERALS COMPANY

FORM 10-Q

QUARTER ENDED MARCH 31, 2025

INDEX


		PAGE

PART I – FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	3

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	18

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	22

ITEM 4.	CONTROLS AND PROCEDURES	22

PART II – OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	23

ITEM 1A.	RISK FACTORS	24

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	24

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	24

ITEM 4.	MINE SAFETY DISCLOSURES	24

ITEM 5.	OTHER INFORMATION.	24

ITEM 6.	EXHIBITS	24


SIGNATURES		25

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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	$	3,529	$	3,175
Value added tax receivable, net (Note 6)		339		314
Prepaid expenses and other assets (Note 5)		108		364
Total current assets		3,976		3,853
Property, plant and equipment, net (Note 7)		22		22
Investments		265		265
Right-of-use assets		—		9
Assets held for sale (Note 3)		667		667
Total assets	$	4,930	$	4,816

Liabilities and equity (deficit)
Current liabilities
Accounts payable and other accrued liabilities (Note 8)	$	1,891	$	1,625
Other current liabilities (Note 9)		8		42
Current liabilities held for sale (Note 3)		2,956		1,970
Total current liabilities		4,855		3,637
Liabilities held for sale (Note 3)		3,342		3,281
Total liabilities		8,197		6,918

Commitments and contingencies (Note 13)

Equity (deficit) (Note 12)
Common stock, $.01 par value, 100,000,000 shares authorized; 15,053,048 and 15,053,048 shares issued and outstanding, respectively		150		150
Additional paid-in capital		552,610		552,536
Accumulated deficit		(556,027)		(554,788)
Shareholders’ equity (deficit)		(3,267)		(2,102)
Total liabilities and equity (deficit)	$	4,930	$	4,816

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

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GOLDEN MINERALS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Expressed in United States dollars)

(Unaudited)


	Three Months Ended
	2025		2024

	(in thousands, except per share data)
Costs and expenses:
Exploration expense		(71)		(92)
Administrative expense		(715)		(1,046)
Stock-based compensation		(74)		(73)
Total costs and expenses		(860)		(1,211)
Loss from operations		(860)		(1,211)
Other income (expense):
Interest and other income, net		26		15
Loss on foreign currency transactions		—		(25)
Total other income (expense)		26		(10)
Loss from operations before income taxes and discontinued operations		(834)		(1,221)
Income taxes (Note 11)		—		—
Loss from continuing operations		(834)		(1,221)
Loss from discontinued operations, net of taxes (Note 3)		(405)		(3,344)
Net loss	$	(1,239)	$	(4,565)

Net loss per common share - basic
Continuing operations	$	(0.05)	$	(0.09)
Discontinued operations		(0.03)		(0.23)
Net loss per common share - basic	$	(0.08)	$	(0.32)

Weighted-average shares outstanding - basic ⁽¹⁾		15,052,382		14,186,223

(1) Potentially dilutive shares have not been included for loss periods because to do so would be anti-dilutive. Potentially dilutive shares at March 31, 2025, consist of 1,070,079 equivalent shares related to stock compensation and 10,481,587 equivalent shares related to outstanding warrants. Potentially dilutive shares at March 31, 2024, consist of 440,409 equivalent shares related to stock compensation and 10,819,742 equivalent shares related to outstanding warrants. See Note 12 for a discussion of stock-based compensation and warrants.

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

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GOLDEN MINERALS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF 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	$	(1,239)	$	(4,565)
Loss from discontinued operations		405		3,344
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on trading securities		—		11
Stock-based compensation		74		73
Changes in operating assets and liabilities:
Accounts receivable		—		(388)
Value added tax receivable, net		(25)		2,003
Prepaid expenses and other assets		256		94
Right-of-use assets		9		24
Accounts payable and other accrued liabilities		266		1,253
Other current liabilities		(34)		(132)
Other long-term liabilities		—		(9)
Net cash provided by (used in) operating activities - continuing operations		(288)		1,708
Net cash provided by (used in) operating activities - discontinued operations		642		(3,039)
Net cash provided by (used in) operating activities		354		(1,331)
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		354		(1,331)
Cash and cash equivalents, beginning of period		3,175		3,766
Cash and cash equivalents, end of period	$	3,529	$	2,435

Supplemental disclosure:
Interest paid	$	—	$	5
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.

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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	14,084,680	$	141	$	552,160	$	(547,188)	$	5,113
Stock compensation accrued (Note 12)	(1,067)		—		73		—		73
Warrants exercised (Note 12)	488,572		5		(5)		—		—
Net loss	—		—		—		(4,565)		(4,565)
Balance, March 31, 2024	14,572,185	$	146	$	552,228	$	(551,753)	$	621

Balance, December 31, 2024	15,053,048	$	150	$	552,536	$	(554,788)	$	(2,102)
Stock compensation accrued (Note 12)	—		—		74		—		74
Net loss	—		—		—		(1,239)		(1,239)
Balance, March 31, 2025	15,053,048	$	150	$	552,610	$	(556,027)	$	(3,267)

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

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GOLDEN MINERALS COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

(Unaudited)

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

Golden Minerals Company (the “Company” “we” “our” or “us”), a Delaware corporation, has prepared these unaudited interim condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). The interim condensed consolidated financial statements do not include all disclosures required by GAAP for annual financial statements, but in the opinion of management, include all adjustments necessary for a fair presentation. Certain prior period amounts may have been reclassified to conform to current classifications. Interim results are not necessarily indicative of results for a full year; accordingly, these interim condensed consolidated financial statements should be read in conjunction with the annual financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 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 one reportable operating segment, exploration activities. The segment information aligns with how the Company’s Chief Operating Decision Maker (“CODM”) reviews and manages our business. The Company’s CODM is the Company’s Chief Executive Officer. Financial information and annual exploration plans and forecasts are prepared and reviewed by the CODM at a consolidated level. The CODM assesses performance for the exploration activities segment and decides how to better allocate resources based on consolidated net income or loss that is reported on the interim Condensed Consolidated Statements of Operations. The Company's objective in making resource allocation decisions is to optimize the consolidated financial results. The accounting policies of our exploration activities segment are the same as those described in the summary of significant accounting policies. Refer to Note 3 to the financial statements included in the Company’s 2024 Annual Report for a description of our Significant Accounting Policies.

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 $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 plus VAT for the Velardeña oxide plant and water wells and other minor remaining Velardeña assets (see Note 15).

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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.

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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 $2.5 million plus VAT were completed on June 20, 2024.

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 $3.0 million plus VAT on July 1, 2024. The 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 to the salvage value which is equal to the amount received through June 30, 2024 from the Velardeña Buyer of $373,000. Since June 30, 2024, the Buyer has continued to make periodic payments to the Company, and as of March 31, 2025, the Company has recorded deferred revenue of approximately $2.8 million within Current liabilities held for sale on the interim Condensed Consolidated Balance Sheets. The Buyer has operational control of the oxide plant since mid-year 2024, and we are no longer operating the property. 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 sales agreement. See Note 15.

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.

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 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 Argentina. The $3.5 million purchase price of the Silex Shares was paid in cash, as follows: (1) $500,000, as a non-refundable deposit, paid to the Company on September 3, 2024; (2) $500,000 paid to the Company upon execution of the Acquisition Agreement on September 27, 2024; and (3) $2.5 million paid to the Company when the transaction closed on October 24, 2024.

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 $570,000, plus VAT.

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 five minor mining concessions, for $600,000. On December 31, 2024, the Company recorded an asset impairment charge of $150,000 resulting in a write-down to zero of the remaining book value of the Santa Isabel mineral property, one of the concessions included in the Minera de Cordilleras sale.

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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	$	—	$	1,225
Total revenue		—		1,225
Costs and expenses:
Cost of metals sold		—		(2,924)
Exploration		—		(374)
El Quevar project expenses		—		(139)
Velardeña shutdown care and maintenance costs		(198)		—
Reclamation expense		(61)		(76)
Other operating expense, net		(146)		(938)
Depreciation and amortization		—		(118)
Total costs and expenses		(405)		(4,569)
Loss from discontinued operations before income taxes		(405)		(3,344)
Income taxes		—		—
Loss from discontinued operations, net of taxes	$	(

SEC Form 10-Q filed by Golden Minerals Company