As filed with the Securities and Exchange Commission on June 21, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GOLDEN MINERALS COMPANY
(Exact name of registrant as specified in its charter)
Delaware |
| 26-4413382 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification Number) |
350 Indiana Street, Suite 650
Golden, Colorado 80401
(Address of Principal Executive Offices)
Golden Minerals Company 2023 Equity Incentive Plan
(Full title of the plan)
Julie Z. Weedman Sr. Vice President and Chief Financial Officer Golden Minerals Company 350 Indiana Street, Suite 650 Golden, Colorado 80401 Telephone: (303) 839-5060 |
| With copies to: Brian Boonstra Davis Graham & Stubbs LLP 1550 Seventeenth Street, Suite 500 Denver, Colorado 80202 Telephone: (303) 892-9400
|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 7(a)(2)(B) of the Securities Act. ◻
Explanatory Note
This Registration Statement on Form S-8 is filed with the Securities and Exchange Commission (the “Commission”) pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 1,040,000 shares of common stock, par value $0.01 per share, of the Company, which are reserved for issuance under the Golden Minerals Company 2023 Equity Incentive Plan (the “Plan”).
The Company previously filed a Registration Statement on Form S-8 on June 30, 2023 (Registration No. 333-273082) registering 360,000 shares of the Company’s common stock for issuance under the Plan (the “Prior Registration Statement”). In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statement are incorporated by reference herein, together with all exhibits filed therewith or incorporated therein by reference to the extent not otherwise amended or superseded by the contents thereof.
As used in this Registration Statement, the term “Company” or “Registrant” refers to Golden Minerals Company and its subsidiaries.
PART I
INFORMATION REQUIRED IN THE 10(A) PROSPECTUS
As permitted by the rules of the Commission, this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I will be sent or given to the participants in the Plan as required by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not being filed with the Commission as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. Those documents, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the Commission are hereby incorporated into this Registration Statement by reference as of their date of filing with the Commission:
| (a) | The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Commission on March 19, 2024 (the “Annual Report”); |
| (b) | The information specifically incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 from the Company’s Definitive Proxy Statement on Schedule 14A filed March 28, 2024; |
| (c) | The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, as filed with the Commission on May 14, 2024; |
| (d) | The Company’s Current Reports on Form 8-K, as filed with the Commission on March 27, 2024, May 3, 2024 and May 14, 2024 and June 20, 2024; and |
| (e) | The description of the Company’s common stock contained in Exhibit 4.1 to the Annual Report, and including any other amendment or report filed for the purpose of updating such description. |
All other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment to this Registration Statement indicating that all securities offered under this Registration Statement have been sold, or deregistering all securities then remaining unsold, shall be deemed to be incorporated herein by reference and shall be a part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated by, or deemed incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits
Exhibit No. | Description of Exhibit | ||
5.1 | |||
10.1 | |||
23.1 | Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1). | ||
23.2 | | | |
23.3 | |||
23.4 | |||
23.5 | | | |
23.6 | | | |
24.1 | Power of Attorney (included on signature page of this Registration Statement). | ||
107 | | | |
| (1) | Incorporated by reference to the Company’s Current Report on Form 8-K, as filed on May 30, 2023. |
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on June 21, 2024.
GOLDEN MINERALS COMPANY
By:/s/ Pablo Castanos
Name:Pablo Castanos
Title:President and Chief Executive Officer
Each of the undersigned hereby constitutes and appoints Pablo Castanos and Julie Z. Weedman, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same with all exhibits and schedules thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature | Title | Date | ||
| | | | |
/s/ Pablo Castanos | President, Chief Executive Officer and Director | June 21, 2024 | ||
Pablo Castanos | ||||
| | | | |
/s/ Julie Z. Weedman | Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | June 21, 2024 | ||
Julie Z. Weedman | ||||
| | | | |
/s/ Jeffrey G. Clevenger | Chairman of the Board of Directors | June 21, 2024 | ||
Jeffrey G. Clevenger | ||||
| | | | |
/s/ Deborah J. Friedman | | Director | | June 21, 2024 |
Deborah J. Friedman | | | ||
| | | | |
/s/ Kevin R. Morano | Director | June 21, 2024 | ||
Kevin R. Morano | ||||
| | | | |
Director | June 21, 2024 | |||
David H. Watkins |
Exhibit 5.1
June 21, 2024
Golden Minerals Company
350 Indiana Street, Suite 650
Golden, Colorado 80401
| Re: | Registration Statement on Form S-8 relating to 1,040,000 shares of common stock under the Golden Minerals Company 2023 Equity Incentive Plan |
Gentlemen:
We have acted as counsel to Golden Minerals Company, a Delaware corporation (the “Company”). This letter is being delivered in connection with the Registration Statement on Form S-8 filed by the Company on June 21, 2024 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”) of 1,040,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), pursuant to the Golden Minerals Company 2023 Equity Incentive Plan (the “Plan”).
This opinion letter is rendered in accordance with the requirements of Item 601(b)(5) of Regulation S–K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or any related prospectus, other than as expressly stated herein with respect to the issue of the Shares.
In connection with our opinion expressed below, we have examined and relied upon the accuracy of factual matters contained in (i) the Registration Statement, (ii) the Plan, and (ii) originals and copies, certified or otherwise identified to our satisfaction, of such other agreements, documents, corporate records, and instruments as we have deemed necessary for the purposes of the opinion expressed below. In giving this opinion, we are assuming, without independent investigation or verification of any kind, the authenticity and completeness of all instruments presented to us as originals, the conformity with the authentic and complete originals of all instruments presented to us as copies, the genuineness of all signatures, the legal capacity and competency of all natural persons signing all such documents, and the accuracy and completeness of all factual representations and statements contained in all such documents.
We assume that the Registration Statement has been filed by the Company with the Commission and will be effective at the time that any of the Shares are issued, and that persons acquiring the Shares will do so strictly in accordance with the terms of the Plan. We further assume that the Shares will continue to be duly and validly authorized on the dates that the Shares are issued pursuant to the terms of the Plan and, upon the issuance of any of the Shares, the total number of shares of common stock of the Company issued and outstanding, after giving effect to such issuance of such Shares, will not exceed the total number of shares of common stock that the Company is then authorized to issue under its amended and restated certificate of incorporation.
Based upon the foregoing assumptions, and subject to the qualifications set forth in this opinion letter, having considered such questions of law as we have deemed necessary as a basis for the opinion expressed herein, we are of the opinion that the Shares, when issued in accordance with the terms of the Plan, will have been duly authorized by all necessary corporate action of the Company and will be validly issued, fully paid and non-assessable.
The opinion expressed above is limited to questions arising under the Delaware General Corporation Law and limited to the matters stated in this opinion letter, and no opinion is implied or may be inferred beyond those expressly stated in this opinion letter. We do not express any opinion as to the laws of any other jurisdiction. The opinion expressed above is as of the date hereof only, and we express no opinion as to, and assume no responsibility for, the effect of any fact or circumstance occurring, or of which we learn, subsequent to the date of this opinion letter, including, without limitation, legislative and other changes in the law or changes in circumstances affecting any party. We assume no responsibility to update this opinion letter for, or to advise you of, any such facts or circumstances of which we become aware, regardless of whether or not they affect the opinion expressed in this opinion letter.
We hereby consent to be named in the Registration Statement and to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or under the rules and regulations of the Commission thereunder.
Very truly yours, | |
/s/ Davis Graham & Stubbs LLP | |
Davis Graham & Stubbs LLP |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Golden Minerals Company and subsidiaries of our report dated March 19, 2024, relating to the consolidated financial statements, which appears in Golden Minerals Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
/s/ Haynie & Company | |
Salt Lake City, Utah |
June 21, 2024 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Golden Minerals Company and subsidiaries of our report dated March 22, 2023, relating to the consolidated financial statements, which appears in Golden Minerals Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
/s/ Armanino LLP | |
Dallas, Texas |
June 21, 2024 |
CONSENT OF TETRA TECH
We hereby consent to the references to our name and to the incorporation by reference of any mineral resource and other analyses performed by us in our capacity as an independent consultant to Golden Minerals Company (the “Company”) (including the Velardeña Project Technical Report Summary), which is set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, in this Registration Statement on Form S-8 (the “Registration Statement”) or in any amendment to the foregoing, or to any prospectuses or amendments or supplements thereto.
Date: June 21, 2024
Tetra Tech
/s/ Dante Ramirez Rodriguez, Ph.D. | |
Name of Qualified Person |
CONSENT OF QUALIFIED PERSON
I hereby consent to the references to my name as a “qualified person” and to the incorporation by reference of any mineral resource and other analyses performed by me on behalf of Golden Minerals Company (the “Company”), which are set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, in this Registration Statement on Form S-8 (the “Registration Statement”) or in any amendment to the foregoing, or to any prospectuses or amendments or supplements thereto.
/s/ Aaron Amoroso June 21, 2024 |
CONSENT OF QUALIFIED PERSON
I hereby consent to the references to my name as a “qualified person” and to the incorporation by reference of any mineral resource and other analyses performed by me on behalf of Golden Minerals Company (the “Company”), which are set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, in this Registration Statement on Form S-8 (the “Registration Statement”) or in any amendment to the foregoing, or to any prospectuses or amendments or supplements thereto.
/s/ Matthew Booth June 21, 2024 |
Exhibit 107
Calculation of Filing Fee Tables
S-8
(Form Type)
GOLDEN MINERALS COMPANY
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed | Maximum | Fee Rate | Amount of | |||||||||||||||
Equity | Common Stock, $0.01 par value per share | Rule 457(c) and Rule 457(h) | 1,040,000 | $ | 0.42 | $ | 436,800 | $147.60 per $1,000,000 | $ | 64.47 | ||||||||||||
Total Offering Amounts | $ | 436,800 | $ | 64.47 | ||||||||||||||||||
Total Fee Offsets | $ | 0.00 | ||||||||||||||||||||
Net Fee Due | $ | 64.47 | ||||||||||||||||||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional securities that may be offered or issued pursuant to the Golden Minerals Company 2023 Equity Incentive Plan, as amended (the “Plan”) as a result of adjustments for stock dividends, stock splits, and similar changes. |