Golden Minerals Announces Offering of up to C$5,000,000

Golden Minerals Company (AUMN) announced a non-brokered private placement on October 26, 2026, offering up to 17,857,142 units at C$0.28 per unit for gross proceeds of up to C$5,000,000. Each unit consists of one common share and one-half of one common share purchase warrant. Each whole warrant is exercisable at C$0.45 for 24 months from closing, with an accelerator provision if the volume-weighted average price exceeds C$0.90 for 10 consecutive days.

The company is seeking a "financial hardship" exemption under Section 604(e) of the TSX Company Manual to bypass shareholder approval, as the offering exceeds 25% of outstanding shares. Golden Minerals cited imminent liquidity exhaustion, noting that available funds are expected to be exhausted by year-end 2026. The company has no revenue-producing operations and stated that without the offering, it faces the "prospect of imminent liquidation in order to seek to preserve any shareholder value." Additionally, drilling permits at the Desierto project are set to expire in December 2026 if not drilled.

The proceeds will fund exploration, including the Sarita Este/Desierto drill program, forecast expenditures through the end of 2027, the July 2027 Desierto option payment, liability reduction, and general working capital. The transaction is expected to close on or about November 9, 2026, subject to TSX approval. Finder's fees include 6% cash and 6% Finder's Warrants (C$0.45, 24-month term) on non-US-sourced units.

The offering carries significant dilution and structural risks. At maximum size, the aggregate issuance of up to 27,857,141 shares represents approximately 147.4% of the 18,893,048 shares currently outstanding. This would increase the fully diluted share count from 29,465,714 to 57,322,855, an increase of approximately 94.5%. Insider participation, including Streamline, is capped at 10% of issued and outstanding shares per TSX policy, which may dilute Streamline's current stake of approximately 19.8%. The company also expects to be placed under remedial delisting review under Part VII of the TSX Company Manual.

Golden Minerals Company (AUMN) has announced a financing arrangement that exhausts its cash reserves by year-end 2026, a timeline that marks a significant deterioration from previous guidance. In the second quarter of 2026, the company stated that its $2.5 million in cash was expected to fund operations into early to mid-2027. The new release indicates that without raising additional capital, funds will be depleted by the end of 2026, raising the prospect of imminent liquidation.

The financing structure involves a placement at C$0.28 per share, which is effectively at market price given a recent close of approximately $0.29. The deal results in approximately 94.5% fully diluted dilution and relies on the financial hardship exemption, triggering an expected remedial delisting review by the TSX. A participation cap of 10% is in place to protect against a change of control.

This development follows a period of strategic restructuring and exploration activity. Through 2025, the company warned that cash would be exhausted in Q2 2026 absent financing, leading to the sale of its Mexican assets, including Velardeña, Minera de Cordilleras, and Servicios Velardeña/GMC Equipos. In May 2026, the company sold Minera William for $1.2 million and raised approximately $856K at US$0.229 per share from Streamline Metals Capital, marking the first entry of Nolan Watson/Streamline at approximately 19.9%.

Recent operational shifts included the formation of a Sand Canyon joint venture (60%), a transaction with First Quantum (Lumina Copper) at Sarita Este/Desierto, and the appointment of David Watkins as CEO. On October 6, 2026, the company began a 1,250-meter, $1.088 million drill program at Desierto, with results expected in Q1 2027. The new financing is intended to preserve the company’s going concern status and fund this Desierto program as well as a July 2027 option payment.

Golden Minerals Company (TSX: AUMN; OTCQB: AUMN) is an exploration-stage gold-silver-copper company with no revenue-producing operations. The firm has completed a multi-year exit from Mexico, including the Velardeña, Minera de Cordilleras, and remaining subsidiaries/San Diego royalty, and is now focused on Argentina and Nevada.

The company’s primary focus is the Sarita Este/Desierto project in Salta, Argentina. Golden holds approximately 66.67% to 67% of Desierto, subject to an option to purchase agreement, with the partner interest held by Salta Geothermal (Cascadero Copper). Salta Geothermal is being sold to Lumina Copper, a wholly owned affiliate of First Quantum Minerals. An October 6, 2026 program is scheduled as a 1,250m, $1.088M drill campaign targeting the Sico, Cobre, and Iceberg prospects; Iceberg is contiguous with First Quantum's Taca Taca deposit. Results are expected in Q1 2027. Historical Sarita intercepts include 15.8m @ 2.76 g/t Au, with Cobre grab samples up to 45.8 g/t Au. The investor deck cites a mineral inventory of 289,000 oz Au @ 0.58 g/t at Sico South, which is a conceptual/rock-sample-based estimate and not an NI 43-101 resource.

In Nevada, the Sand Canyon project in Humboldt County is a 60% Golden / 40% Golden Gryphon USA joint venture, formed in August 2026. Historic drilling from Q1 2020, comprising four holes totaling approximately 1,800m, returned no economic precious-metal concentrations, showing only low anomalous Ag, As, Sb, and Mo. The project is classified as exploration-only.

Other early-stage Argentine assets listed in the deck include Rio Grande, described as a Cu-Au porphyry with 1.2 moz Au attributed to Aldebaran, as well as Taca Taca Alto and Cerro Samenta. There are no economic studies, reserves, or production. The company is pre-discovery-confirmation and pre-resource.