UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x

(Mark One)

ý


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

For the fiscal year ended December 31, 2014

OR


For the fiscal year ended December 31, 2011

OR

o



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


For the transition period from        to          

For the transition period from          to         

Commission file number 1-13627

GOLDEN MINERALS COMPANY

(Exact Name of Registrant as Specified in its Charter)

DELAWARE
(State of Incorporation or Organization)

26-4413382
(I.R.S. Employer Identification No.)


350 Indiana Street, Suite 800
Golden, Colorado

(Address of principal executive offices)



80401
(Zip Code)

(303) 839-5060

(Registrant'sRegistrant’s telephone number, including area code)

 

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

Title of each class

Name of each exchange on which registered

Common Stock, $0.01 par value

NYSE AmexMKT

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o  No ýx

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o  No ýx

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 ýx  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ýx  No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant'sregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

 

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

Large accelerated filer o

Accelerated filer ýo

Non-accelerated filer o

Smaller reporting company (x

Do not check if a
smaller (smaller reporting company)

Smaller reporting company o

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

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchanges Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ýx  No o

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 20112014 was approximately $159.8$37.2 million, based on the closing price of the registrant'sregistrant’s common stock of $17.78$1.15 per share on the NYSE AmexMKT on June 30, 2011.2014. For the purpose of this calculation, the registrant has assumed that its affiliates as of June 30, 20112014 included two shareholders who collectivelyall directors and officers and one shareholder that held approximately 38%22.3% of its outstanding common stock. The number of shares of common stock outstanding on March 5, 2012February 25, 2015 was 35,714,035.53,162,833.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the registrant'sregistrant’s Definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the 20122015 Annual Meeting of Stockholders are incorporated by reference in Part III of this Reportannual report on Form 10-K.

 




References to "Golden“Golden Minerals," "our," "we," the “Company,” “our,” “we,” or "us"“us” mean Golden Minerals Company, its predecessors and consolidated subsidiaries, or any one or more of them, as the context requires. Many of the terms used in our industry are technical in nature. We have included a glossary of some of these terms below.


FORWARD-LOOKING STATEMENTS

 

Some information contained in or incorporated by reference into this annual report on Form 10-K 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 1995.1995 and other applicable securities laws. These statements include statements relating to our plans, expectations and assumptions concerning the Velardeña OperationsProperties (as defined below), the El Quevar project and certain properties in our exploration portfolio, the timing and budget for explorationcosts related to our Velardeña Properties, our El Quevar project and potential monetization of our portfolio of exploration properties, our expected cash needs, and statements concerning our financial condition, operatingbusiness strategies and operatingbusiness and legal risks.

 

We use the words "anticipate," "continue," "likely," "estimate," "expect," "may," "could," "will," "project," "should," "believe"“anticipate,” “continue,” “likely,” “estimate,” “expect,” “may,” “could,” “will,” “project,” “should,” “believe” and similar expressions (including negative and grammatical variations) to identify forward-looking statements. Statements that contain these words discuss our future expectations and plans, including plans for mining and processing at the Velardeña Properties and planned exploration activities, and contain projections of production,2015 expenditures or other matters, or state other forward-looking information. 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 annual report on Form 10-K, including:


    ·The factors set forth under "Risk Factors" in Item 1A of this annual report on Form 10-K.

 

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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 risk and uncertainties. You should not unduly rely on any of our forward-looking statements. These statements speak only as of the date of this annual report on Form 10-K. Except as required by law, we are not obligated to publicly release any revisions to these forward-looking statements to reflect future events or developments. All subsequent written and oral forward-looking statements attributable to us and persons acting on our behalf are qualified in their entirety by the cautionary statements contained in this section and elsewhere in this annual report on Form 10-K.


CAUTIONARY STATEMENT REGARDING MINERALIZED MATERIAL

“Mineralized material” as used in this annual report on Form 10-K, although permissible under the United States Securities and Exchange Commission’s (“SEC”) Industry Guide 7, does not indicate “reserves” by SEC standards. We cannot be certain that any deposits at the Velardeña Properties or any part of the Yaxtché deposit at the El Quevar project will ever be confirmed or converted into SEC Industry Guide 7 compliant “reserves”. Investors are cautioned not to assume that all or any part of the disclosed mineralized material estimates will ever be confirmed or converted into reserves or that mineralized material can be economically or legally extracted.

CONVERSION TABLE

 

In this annual report on Form 10-K, figures are presented in both United States standard and metric measurements. Conversion rates from United States standard measurement systems to metric and metric to United States standard measurement systems are provided in the table below. All currency references in this annual report on Form 10-K are to United States dollars, unless otherwise indicated.

U.S. Unit

Metric Measure

Metric Unit

U.S. Measure

1 acre

0.4047 hectares1 hectare2.47 acres

1 footacre

0.3048 meters

0.4047 hectares

1 meterhectare

3.28 feet

2.47 acres

1 milefoot

1.609 kilometers

0.3048 meters

1 kilometermeter

0.62 miles

3.28 feet

1 mile

1.609 kilometers

1 kilometer

0.62 miles

1 ounce (troy)

31.103 grams

1 gram

0.032 ounces (troy)

1 ton

0.907 tonnes

1 tonne

1.102 tons


GLOSSARY OF SELECTED MINING TERMS

        "Assay" means to test ores or minerals by chemical or other methods for the purpose of determining the amount of valuable metals contained.

        "Base Metal" means a classification of metals usually considered to be of low value and higher chemical activity when compared with the precious metals (gold, silver, platinum, etc.). This nonspecific term generally refers to the high-volume, low-value metals copper, lead, tin, and zinc.

        "Breccia" means rock consisting of fragments, more or less angular, in a matrix of finer-grained material or of cementing material.

        "Calcareous Clastic” means sedimentary rock composed of siliciclastic particles usually of conglomerate, sand, or silt-size and cemented by calcium carbonate in the form of calcite.

Claim" means a mining interest giving its holder the right to prospect, explore for and exploit minerals within a defined area.

        "Cleavage" means the property or tendency of a rock to split along secondary, aligned fractures or other closely spaced planes or textures, produced by deformation or metamorphism.

        "Concentrates" means the clean product of ore or metal separated from its containing rock or earth by froth flotation or other methods of mineral separation.

        "Concession" means a grant or lease of a tract of land made by a government or other controlling authority in return for stipulated services or a promise that the land will be used for a specific purpose.

        "Diamond Core" Drill means a rotary type of rock drill that cuts a core of rock and is recovered in long cylindrical sections, two centimeters or more in diameter.

        "Deposit" means an informal term for an accumulation of mineral ores.minerals.

        "3



Development Stage” means a project with an established resource, not in production, engaged in the process of additional studies preparing for completion of a feasibility study or for commercial extraction.

Diorite” means a grey to dark grey intermediate intrusive igneous rock composed principally of plagioclase feldspar (typically andesine), biotite, hornblende, and/or pyroxene.

Doré" means gold and silver bullion that remains in a cupelling furnace after the lead has been oxidized and skimmed off.


        "Epithermal Calcite-Quartz” means deposits, typically occurring in veins, of calcite-quartz from hydrothermal fluids at shallow depths under conditions in the lower ranges of temperature and pressure.

Exploration Stage"Euhedral means a prospectwell-developed degree of which mineral grains show external crystal faces (fully crystal-faced).

Exploration Stage” means a project that is not yet in either the developmentDevelopment Stage or production stage.Production Stage.

        "Feasibility Study" means an engineering study designed to define the technical, economic, and legal viability of a mining project with a high degree of reliability.

        "Felsic” means igneous rocks that are relatively rich in elements that form feldspar and quartz.

Flotation" means the separating of finely crushed minerals from one another by causing some to float in a froth and others to remain in suspension in the pulp. Oils and various chemicals are used to activate, make floatable, or depress the minerals.

        "Formation" means a distinct layer of sedimentary rock of similar composition.

        "Fracture System" means a set or group of contemporaneous fractures related by stress.

        "Grade" means the metal content of ore, usually expressed in troy ounces per ton (2,000 pounds) or in grams per ton or metric tonnes which contain 2,204.6 pounds or 1,000 kilograms.

        "Hypabyssal rock” means an intrusive igneous rock that originates at medium to shallow depths within the crust, and has intermediate grain size and often porphyritic texture between that of volcanic and plutonic rocks.

Inferred Mineral Resource” means the part of a mineral resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.

Laramide Orogeny” means a period of mountain building in western North America, which started in the Late Cretaceous age, 70 to 80 million years ago, and ended 35 to 55 million years ago.

Mineralization" means the concentration of metals within a body of rock.

        "Mineralized Material” means a mineralized body that has been defined by appropriate drilling and/or underground sampling to establish continuity and support an estimate of tonnage and an average grade of the selected metals.

Mining" means the process of extraction and beneficiation of mineral reserves or mineral deposits to produce a marketable metal or mineral product. Exploration continues during the mining process and, in many cases, mineral reserves or mineral deposits are expanded during the life of the mine operationsactivities as the exploration potential of the deposit is realized.

        "Monzodiorite” means coarse-grained igneous rock consisting of essential plagioclase feldspar, orthoclase feldspar, hornblende and biotite, with or without pyroxene, with plagioclase being the dominant feldspar making up 6% to 90% of the total feldspar and varying from oligoclase to andesine in composition. The presence of the orthoclase feldspar distinguishes this rock from a diorite.

National Instrument 43-101” or “43-101” means the standards of disclosure for mineral projects prescribed by the Canadian Securities Administrators.

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Net Smelter Return Royalty" means a defined percentage of the gross revenue from a resource extraction operation, less a proportionate share of transportation, insurance, and processing costs.

        "Open Pit" means a mine working or excavation open to the surface.

        "Ore" means material containing minerals that can be economically extracted.

        "Outcrop" means that part of a geologic formation or structure that appears at the surface of the earth.

        "Oxide" means mineralized rock in which some of the original minerals have been oxidized (i.e.(i.e., combined with oxygen).

        "Precious Metal" means any of several relatively scarce and valuable metals, such as gold, silver, and the platinum-group metals.

        "Preliminary Economic Assessment” or “PEA” means a study, other than a pre-Feasibility or Feasibility Study, that includes an economic analysis of the potential viability of mineral resources.

Probable Mineral Reserves" means mineral reserves for which quantity and grade and/or quality are computed from information similar to that used for Proven Mineral Reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for Proven Mineral Reserves, is high enough to assume continuity between points of observation.

        "Production Stage" means a project that is actively engaged in the process of extraction and beneficiation of mineral reserves or mineral deposits to produce a marketable metal or mineral product.

        "Proven Mineral Reserves" means mineral reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.well established.

        "Reclamation" means the process of returning land to another use after mining is completed.

        "Recovery" means that portion of the metal contained in the ore that is successfully extracted by processing, expressed as a percentage.


        "MineralReserves" means that part of a mineral deposit that could be economically and legally extracted or produced at the time of mineral reserve determination.

        "Sampling" means selecting a fractional part of a mineral deposit for analysis.

        "Sediment" means solid fragmental material that originates from weathering of rocks and is transported or deposited by air, water, or ice, or that accumulates by other natural agents, such as chemical precipitation from solution or secretion by organisms, and that forms in layers on the Earth'searth’s surface at ordinary temperatures in a loose, unconsolidated form.

        "Sedimentary" means formed by the deposition of sediment.Sediment.

        "Silver Equivalent” means silver and gold only, with gold converted to silver equivalents at a 70 to 1 ratio.

Skarn” means a coarse-grained metamorphic rock formed by the contact metamorphism of carbonate rock often containing garnet, pyroxene epodite and wollastonnite.

Stock” means discordant igneous intrusion having a surface exposure of less than 40 square miles.

Sulfide" means a compound of sulfur and some other element.

        "TailingTailings Pond" means a low-lying depression used to confine tailings, the prime function of which is to allow enough time for heavy metals to settle out or for cyanide to be destroyed before water is discharged into the local watershed.

        "Tertiary" means the first period of the Cenozoic Era (after the Cretaceous of the Mesozoic Era and before the Quaternary), thought to have covered the span of time between 652 to 3 million years ago and 3 to 265 million years ago.

        "5



Vein" means a fissure, fault or crack in a rock filled by minerals that have traveled upwards from some deep source.

        "Waste" means rock lacking sufficient grade and/or other characteristics of ore.


Ore.


PART I

ITEMS 1 AND 2:  BUSINESS AND PROPERTIES

Overview

 

We are an emerginga mining company, and we own the Velardeña and Chicago precious metals producer, primarily engaged in the operation and further development of our recently acquired Velardeñmining properties (the “Velardeña gold, silver and base metals minesProperties”) in the State of Durango, Mexico, and in the advancement of the 100% owned El Quevar advanced silver exploration property in the province of Salta, Argentina.Argentina, and a diversified portfolio of precious metals and other mineral exploration properties located primarily in or near historical precious metals producing regions of Mexico. The Velardeña Properties and the El Quevar advanced exploration property are our only material properties. Our management team is comprised of experienced mining professionals with extensive expertise in mineral exploration, mine construction and development and mine operations. Our principal offices are located in Golden, Colorado at 350 Indiana Street, Suite 800, Golden, CO 80401, and our registered office is the Corporation Trust Company, 1209 Orange Street, Wilmington, DE 19801. We also maintain an office at the Velardeña mining operations officeProperties in Mexico and exploration offices in Argentina Mexico and Peru.Mexico.

 In addition to our current efforts to increase production

We recommenced mining activities at the Velardeña OperationsProperties in July 2014 and advancebegan processing material from the El Quevar project, weVelardeña mine in November 2014. Our decision to restart mining activities followed an extensive evaluation period, which began after the shutdown of the Velardeña Properties in June 2013 and included a 9,000-meter drill program that concluded in June 2014.

We are analyzingprimarily focused on efforts to optimize mining and processing activities at our Velardeña Properties in order to achieve positive net cash flows at the potential monetizationVelardeña Properties. We are focused on establishing a second group of certainmining assets, which may include those recently acquired assets in the Parral District in Chihuahua Mexico, and obtaining oxide feed from outside sources to enable us to restart the oxide plant, in order to generate sufficient revenue, along with revenue from our Velardeña Properties, to fund our continuing business activities.

We are continuing our exploration efforts on selected properties in our portfolio of approximately 8030 exploration properties located primarily in Mexico, including our Celaya property in the State of Guanajuato Mexico. We continue to hold our El Quevar property on care and South America.maintenance and to reduce holding costs until we can find a partner to further advance the project. We reduced general and administrative expenses in 2014 by approximately 17% over 2013 expenses. We expect this reduced level of spending to continue in 2015. We also are reviewing strategic opportunities, focusing primarily on development or operating properties in North America, including Mexico.

No Proven or Probable Mineral Reserves/Exploration Stage Company

We are considered an exploration stage company under SEC criteria since we have not demonstrated the existence of proven or probable mineral reserves at our Velardeña Properties or any of our other properties. In Industry Guide 7, the SEC defines a “reserve” as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. Proven or probable mineral reserves are those reserves for which (a) quantity is computed and (b) the sites for inspection, sampling, and measurement are spaced so closely that the geologic character is defined and size, shape and depth of mineral content can be established (proven) or the sites are farther apart or are otherwise less adequately spaced but high enough to assume continuity between observation points (probable). Mineral Reserves cannot be considered proven or probable unless and until they are supported by a feasibility study, indicating that the mineral reserves have had the requisite geologic, technical and economic work performed and are economically and legally extractable.

Prior to suspending mining and processing at the Velardeña Properties in June 2013, we had revenues from the sale of silver, gold, lead and zinc products from the Velardeña and Chicago mines. We have not completed a feasibility study with regard to all or a portion of any of our properties to date. Any mineralized material discovered or extracted by us should not be considered proven or probable mineral reserves. As of December 31, 2014, none of our mineralized material met the definition of proven or probable mineral reserves. We expect to remain an exploration stage company for the foreseeable future, even though we were extracting and processing mineralized material. We will not exit the exploration stage until such time, if ever, that we demonstrate the existence of proven or probable mineral reserves that meet the guidelines under SEC Industry Guide 7.

Company History

We were incorporated in Delaware under the Delaware General Corporation Law in March 2009, and we are the successor to Apex Silver Mines Limited ("(“Apex Silver"Silver”) for purposes of reporting under the U.S. Securities Exchange Act. SinceAct of 1934, as amended (the “Exchange Act”). From March 2009 through September 2011, we have focused on the advancement of our El Quevar silver project in

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Argentina. On September 2, 2011, we completed a business combination transaction with ECU Silver Mining Inc. ("ECU"(“ECU”) and now own the Velardeña and operate ECU'sChicago silver, gold silver and base metals mines at its Velardeña and Chicago properties (together, the "Velardeña Operations," as further described under the heading "Velardeña Operations"), located in the Velardeña mining district in the State of Durango, Mexico.Mexico as further described under “—Velardeña Properties”. Since the business combination with ECU, we have focused primarily on the further advancement and improvement of the Velardeña Properties.

Corporate Structure

 

Golden Minerals Company, headquartered in Golden, Colorado, is the operating entity through which we conduct our business. Following our September 2, 2011 business combination, ECU isbecame a wholly-owned subsidiary of Golden Minerals, and three of ECU'sECU’s wholly-owned Mexican subsidiaries hold the assets and rights associated with the Velardeña Operations.Properties. We have a number of other wholly-owned subsidiaries organized throughout the world, including in Canada, Mexico, Central America, South America, the Caribbean Europe, and Australia.Europe. We generally hold our exploration rights and properties through subsidiaries organized in the countries in which our rights and properties are located.

Our Competitive Strengths and Business Strategy

 

Our business strategy is to establish Golden Minerals as a mid-tier precious metals producer,mining company, focusing on expansion of productionmining in Mexico, mining and operational improvementsprocessing activities at the Velardeña OperationsProperties, establishing a second group of mining assets, which may include our recently acquired exploration properties, obtaining oxide feed for our oxide plant and continued advancementexploration efforts on selected properties in our exploration portfolio.  We also are focused on strategic opportunities, primarily on development or operating properties in North America, including Mexico.

Velardeña Properties.  On July 1, 2014 we restarted mining at the Velardeña Properties and began processing material from the mine on November 3, 2014. During 2014 we generated payable metals totaling approximately 42,000 silver equivalent ounces (equivalents calculated at 70:1 silver to gold) and included approximately 29,000 ounces of silver and 194 ounces of gold. We are focused on optimizing mining and processing at the Velardeña Properties in order to ramp up to the 285 tonnes per day (“tpd”) rate, which we expect to achieve late in the first quarter 2015. We expect feed material grades to gradually increase through the second quarter of 2015 as new stopes in the mine are developed and access to the Terneras vein increases. In the first quarter 2015, the engineering firm Tetra Tech updated our estimate of mineralized material at the Velardeña Properties, and also plans to complete a Preliminary Economic Assessment and a technical report pursuant to Canadian National Instrument 43-101 in respect of the Velardeña Properties.

El Quevar project.Project.  We continue to hold our El Quevar property on care and maintenance and to reduce holding costs until we can find a partner to fund further exploration.

        Velardeña Operational Improvements.Exploration Focus.  We are focused on increasing silverestablishing a second group of mining assets, which may include our Los Azules property and gold production from the Velardeñour Santa Maria property, each of which contains a Operations through the continuing improvement insmall underground mining practices, the optimization of the current oxide and sulfide plants, and phased expansions of the sulfide plant. We produced 90,000 ounces of silver and 1,300 ounces of gold from September through December 2011. We currently expect to approximately triple that rate of production during the fourth quarter of 2012.

        El Quevar Project.    Following the completion of additional underground exploration and surface drilling in 2011 at the El Quevar projectmine located in the Salta Province of Argentina, we are continuing to analyze whether the Yaxtché deposit is amenable to bulk mining, which could include an open pit on


the eastern and central areasParral District in Chihuahua, Mexico. We completed drill programs at each of the Yaxtché depositLos Azules and bulk underground miningSanta Maria properties during 2014 and expect to release reports on these results in the western area. Asfirst quarter 2015. During 2015 we plan to focus our analysis continues, we may consider whether to solicit a joint venture partnerexploration efforts primarily on these properties in the Parral District, and exploration on certain other properties, including our Celaya project in the State of Guanajuato Mexico. We expect our expenditures for the project.

        Financial Strength.    Following the prepayment of ECU's third party debtexploration program in December 2011, we now have no debt, no hedging and a strong cash position. We currently project that revenues from our Velardeña Operations will exceed operating costs by mid-2012, and therefore our Velardeña Operations will2015 to be operationally cash flow positive, assuming $30.00 per ounce average silver prices and $1,500.00 per ounce average gold prices.approximately $3.1 million.

        Rationalization of Exploration Portfolio.    We have commenced a process to rationalize our portfolio of approximately 80 exploration properties located primarily in certain traditional precious metals producing regions of Mexico and South America. We are analyzing the prospects and potential monetization of certain properties. We expect the potential monetization of selected assets to generate value as well as significantly reduce exploration expenditures in 2012 and going forward.

Experienced Management Team.  We are led by a team of mining professionals with over 125approximately 130 years of combined experience in exploration, project development, construction and operations all over the world. Our executive officers have held senior positions at various large mining companies including, among others, Cyprus Amax Minerals Company, Phelps Dodge Corporation, Inco Limited, Homestake Mining Company, Kinross Gold Corporation, Barrick Gold Exploration and Placer Dome Exploration, Inc.Noranda Exploration. Our executive team has a proven ability to manage large projects in challenging environments.

Velardeña OperationsProperties

    Location, Access and AccessFacilities

 

The Velardeña OperationsProperties are comprised of fourtwo underground mines and two processing plants within the Velardeña mining district, which is located in the municipality of Cuencamé, in the northeast quadrant of the State of Durango, Mexico, approximately 9565 kilometers southwest of the city of Torreón, in the State of Coahuila and approximately 140 kilometers northeast of the city of Durango, which is the capital of the State of Durango. The mines are reached by a seven kilometer road from the village of Velardeña which is reached by highway from Torreón and Durango. The Velardeña mining district is situated in a hot, semi-arid region.

 

Of the fourtwo underground mines comprising the Velardeña Operations,Properties, the Velardeña mine includes five different major vein systems including the Terneras, Roca Negra, San Mateo, Santa Juana and San Juanes systems. During 2014 we were mining from the

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San Mateo, Terneras and Roca Negra vein systems as well as the Santa Juana San Juanesvein system to augment grades as mining and processing rates ramped up. During 2015 we plan to mine primarily from the Terneras, Roca Negra and San Mateo underground mines are located onveins with some feed coming from the Velardeña property. The Santa Juana mine, which has been the focus of ECU's mining efforts since 1995, is currently a producing mine, as is the San Juanes mine.vein. The San Mateo mine is currently in the development stage. We are in the process of building the San Mateo Ramp, which will provide new access routes to facilitate ore removal from all the mines on the Velardeña property. The fourth mine, the underground Chicago mine is a producing mine and is located on the Chicago property approximately two kilometers south of the Velardeña property. We did not mine from the Chicago mine during 2014, and do not have current plans to mine from the Chicago mine during 2015.

 

We own a 320 tonne-per-day300 tonne per day flotation sulfide mill situated near the town of Velardeña.a, which accounted for approximately 100% and 42% of our revenue from saleable metals during 2014 and 2013, respectively. The mill has a fully operationalincludes lead, zinc and pyrite flotation circuitcircuits in which produceswe can process the sulfide ore to make lead, zinc and pyrite concentrates from the sulfide ore. Mostconcentrates. In 2014 most of the silver isand gold was contained in the lead concentrate. In 2013 most of the silver was contained in the lead concentrate and most of the gold iswas contained in the pyrite concentrate. During 2014 we processed all our mined material through the sulfide plant.

 

We also own a conventional 500 tonne-per-day550 tonne per day cyanide leach oxide mill with a Merrill CroweMerrill-Crowe precipitation circuit which isand flotation circuit located approximately two kilometers from the Santa Juana mine site and nearadjacent to our Chicago mine. Themine, which accounted for approximately 58% of our revenue from saleable metals during 2013. We currently are not processing material through the oxide plant. We previously used the mill is used to process oxide and mixed sulfide/oxide material from the Velardeña OperationsProperties and generatesduring the first half of 2013, generated silver and gold bearing precipitates and silver doré bars. The mill also generates gold and silver bearing precipitate to belead concentrates that were sold to third party refineries. We continue to search for oxide feed from outside sources, which could enable us to restart the oxide plant. There is also a small refinery at the oxide plant capable of matching the throughput of the oxide plant up to about 300 tpd, or slightly more than half the maximum capacity of the oxide plant to make doré silver and gold bars. We did not make any doré in 2013 or 2014.

 For the currently producing mines, ore

Ore is trucked from the Velardeña mine mouth to the appropriate processingsulfide plant, and each plantwhich has its own tailingtailings ponds. We recentlyIn January 2012 we completed a tailings pond expansion at the sulfide plant, which is fully permitted and has a five year capacity.capacity to treat tailings for approximately four years at the processing rate of 285 tpd.   For the oxide plant,


we currently have a permit forcompleted the first stage of a new tailings pond with an approximate five-yearduring May 2013. If oxide mining activities resume, the first stage provides capacity and we plan to start building this pond bytreat tailings for approximately one year at the processing rate of 500 tpd.  We would expect to complete the second quarterstage approximately six months after the resumption of 2012. oxide mining activities, which would provide tailings treatment capacity for approximately an additional two years at 500 tpd. Completion of the third stage would provide tailings treatment capacity for approximately an additional 14 years at the 500 tpd processing rate.

Power for all of the mines and plants is provided through a substationsubstations connected to the national grid. Water is provided for all of the mines by wells located in the valley adjacent to the Velardeña Operations.Properties. We hold title to three wells located near the sulfide plant and hold certificates of registration to three wells located near the oxide plant. We are licensed to pump water from all six wells up to a permitted amount. We are currently only using water from two wells near the sulfide plant and one well near the oxide plant. Under our current mining plan, we may need additional water to run the sulfide plant, which we can truck from the two unused wells near the oxide plant or obtain from outside sources, both of which will increase our water costs. To avoid these higher water costs, we plan to construct a pipeline to transport water from the two unused wells near the oxide plant. We are waiting on certain environmental permitting and expect to have this pipeline complete by the end of 2015.

 

8



The following map shows the location of the Velardeña Operations.Properties.

    Property History

 

Exploration and mining in the Velardeña district extends back to at least the late 1500's1500s or early 1600's,1600s, with large scale operationsmining beginning in 1888 with the Velardeña Mining and Smelter Company. In 1902, the mining operationsproperties were acquired by ASARCO, who operatedmined the property until 1926 when the mines were closed. For the next 35 years, the mines were operated from time to time by small companies and local miners. The property was subsequently nationalized in 1961, and in 1968 the sulfide processing plant was built by the Mexican Government.government. In 1994, William Resources acquired the concessions comprising the Velardeña and Chicago properties.Properties. In 1997, ECU Gold (the predecessor to ECU Silver Mining Inc.) purchased from William Resources the subsidiaries that owned the concessions. ECU built the oxide processing plant in 1998.

    Title and Ownership Rights

 

We hold the concessions comprising the Velardeña OperationsProperties through our wholly-owned Mexican subsidiaries Minera William S.A. de C.V. and BLM Minera Mexicana S.A. de C.V. At present, a total of 3329 mineral concessions comprise the Velardeña Operations, which include four concessions under a purchase option agreement with remaining aggregate payments due of $200,000.Properties. The Velardeña OperationsProperties encompass approximately 600557 hectares. The mineral concessions vary in size, and the


concessions comprising each mineral property are contiguous within each of the Velardeña and Chicago properties. We are required to pay annual concession holding fees to the Mexican government to maintain our rights to the Velardeña mining concessions. In 2014, we made such payments totaling approximately $12,000 and expect to pay approximately $12,000 in 2015.

 

The Velardeña OperationsProperties are also subject to the Mexican ejido system requiring us to contract with the local communities, or ejidos, surrounding our properties in order to obtain surface access rights needed in connection with our mining operations and exploration activities. We recently executedcurrently have contracts with two ejidos to secure surface rights for our Velardeña Properties with a total annual cost of approximately $35,000. The first contract is a ten-year contract with the Velardeña ejido, thatwhich provides surface rights forto certain access roads to ourand other infrastructure at the Velardeña Operations. OurProperties through 2021.  The second contract is a 25-year contract with the Vista Hermosa ejido signed in March 2013, which provides for surfaceexploration access and access rights for the oxide plantroads and tailings area and access to the Chicago mine. We are in the process of negotiatingutilities for our Velardeña Properties. In 2012 we entered into an agreement with the Vista Hermosa ejido to purchase the surface rights to the 144 hectares area that contains the oxide plant, tailings area and access to the Chicago mine, along with all surface lands that may be required for potential plant

9



expansions. The title for the proposedpurchase has been issued by the National Agrarian Registry (RAN) and is in the process of being transferred to us.

The following Velardeña Properties exploitation concessions are identified below by name and number in the Federal government Public Registry of Mining.

Mine/Area

Name of Exploitation
Concession

Concession
Number

Velardeña

AMPL. DEL ÁGUILA MEXICANA

85580

ÁGUILA MEXICANA

168290

LA CUBANA

168291

TORNASOL

168292

SAN MATEO NUEVO

171981

SAN MATEO

171982

RECUERDO

171983

SAN LUIS

171984

LA NUEVA ESPERANZA

171985

LA PEQUEÑA

171988

BUEN RETIRO

172014

UNIFICACIÓN SAN JUAN EVANGELISTA

172737

UNIFICACIÓN VIBORILLAS

185900

BUENAVENTURA No. 3

188507

EL PÁJARO AZÚL

188508

BUENAVENTURA 2

191305

BUENAVENTURA

192126

LOS DOS AMIGOS

193481

VIBORILLAS NO. 2

211544

KELLY

218681

Chicago

SANTA TERESA

171326

SAN JUAN

171332

LOS MUERTOS

171986

EL GAMBUSINO

171987

AMPLIACIÓN SAN JUAN

183883

MUÑEQUITA

196313

SAN AGUSTÍN

210764

EL PISTACHÓN

220407

LA CRUZ

189474

We hold water concessions in wells that provide water for the Velardeña Properties. In Mexico water concessions are granted by the National Commission of Water (“CNA”). Currently no new water concessions are being granted by the CNA; however companies can acquire water concessions through purchase or lease from current concession holders. We hold title to three wells located near the sulfide plant expansion.and hold certificates of registration to three wells located near the oxide plant. We are licensed to pump water from all six wells up to a permitted amount. We are required to make annual payments to the CNA to maintain our rights to these wells. In 2014 we made such payments totaling approximately $28,000 and expect to pay approximately the same amount in 2015. We are required to pay a fine to the CNA each year if we use too much water from a particular well or alternatively if we do not use a minimum amount of water from a particular well. During 2014 we paid fines of approximately $20,800 for our overuse of one well and approximately $3,000 for our underuse of another well.

    Geology and Mineralization

 

The Velardeña district is located at the easternmost limit of the Sierra Madre Occidental on the boundary between the Sierra Madre Oriental and the Mesa Central sub-provinces. Both of these terrains are underlain by Paleozoic and possibly Precambrian basement rocks.

 

The regional geology is characterized by a thick sequence of limestoneslimestone and minor calcareous clastic sediments of Cretaceous age, intruded by Tertiary plutons of acidic to intermediate composition. During the Laramide Orogeny, the sediments were folded into symmetrical anticlines and synclines that were modified into a series of asymmetrical overturned folds by a later stage of compression.

 

10



A series of younger Tertiary stocks have intruded the older Cretaceous limestoneslimestone over a distance of approximately 15 kilometers along a northeast to southwest trend. The various mineral deposits of the Velardeña mining district occur along the northeast-southwestnortheast southwest axis and are spatially associated with the intrusions and their related alteration.

 

An important northwest-southeastnorthwest southeast fracture system is associated with these intrusions and, in many cases, acts as the main focus of mineralization. The Velardeña OperationsProperties are underlain by a thick sequence of limestone that corresponds to rocks of the Aurora and Cuesta del Cura formations of Lower Cretaceous age.

 

Several types of Tertiary intrusive rocks are present in the Velardeña district. The largest of these rocks outcrops on the western flank of the Sierra San Lorenzo and underlies a portion of the Velardeña Operations.Properties. It is referred to as the Terneras pluton and forms a northeast oriented, slightly elongated body, considered to represent a diorite or monzodiorite that outcrops over a distance of about 2.5 kilometers. The adjacent limestones havelimestone has been altered by contact metamorphism (exoskarn), and locally the intrusive has been metamorphosed (endoskarn).

 

The following is a description of the individual geological characteristics and mineralization found on each of the properties comprising the Velardeña Operations.Properties.

    Velardeña MinesMine

 

The Aurora Formation hosts the Santa Juana, Terneras, San Juanes and San Mateo vein deposits on the Velardeña property.property are hosted by Aurora Formation limestone, the Terneras intrusion and related skarn. The limestones arelimestone is intruded by a series of multiphase diorite or monzodiorite stocks (Terneras intrusion) and dikes of Tertiary age that outcrop over a strike length of approximately 2.5 kilometers.

 

Two main vein systems are present on the Velardeña property. The first is a northwest striking system as found in the Santa Juana deposit, while the second is east-west trending and is present in the Santa Juana, Terneras, San Juanes and San Mateo deposits.


 

In the Santa Juana deposit, two main sets of fracture cleavagevein trends are observed. The most significant is a steeply northeast dipping, northwest-trending cleavagenorthwest trending set that has acted as the main conduit for the mineralizing fluids in the Santa Juana deposit. This direction includes both linear and curved northwest vein sets.

 

The Terneras, San Juanes and San Mateo veins all strike east-west and dip steeply north. The most prevalentextensive of these is the Terneras vein, which was mined in the past over a strike length of 1,100 meters. All of these veins are observed to have extensive strike lengths and vertical continuity for hundreds of meters. The mineralogy of the east-westeast west system is somewhat different in that they containit contains less arsenic than the northwest Santa Juana veins.

 

Mineralization in the deposits located at the Velardeña minesmine belongs primarily belongs to low- temperature calcite-quartzepithermal calcite quartz veins with associated lead, zinc, silver, gold and copper mineralization, typical of the polymetallic vein deposits of northern Mexico. The veins are usually thin, normally in the 0.2 meter to 0.5 meter range, but consistent along strike and down dip. Coxcomb and rhythmically banded textures are common.

    Chicago Mine

 

On the Chicago property, the oldest rocks outcropping are Cretaceous limestoneslimestone of the Aurora Formation which are highly folded. These limestones are affectedThis limestone is locally metamorphosed by the intrusion of the Tertiary dioritic stocks and dykes. The general geology of the Chicago property is very similar to the geology of the Velardeña property. The mineralization is similarChicago veins strike northeast and dip steeply southeast. Chicago ore tends to that encounteredbe higher in lead and zinc and lower in arsenic than the Santa Juana ore. Vein widths at Chicago are variable and tend to be narrower than at the Santa Juana minedeposit, especially in terms of mineralogy, host rocks, geometry of the structures and continuity at depth and laterally.skarn host.


20122014 Technical Report and PEA

 We expect to complete an updated NI 43-101 compliant resource estimate for the Velardeña Operations near the end of

During the first quarter 2015, the engineering firm of 2012 orTetra Tech (“Tetra Tech”) completed an estimate of mineralized material at the beginningVelardeña Properties, set forth in the following table:

11



Mineralized Material

 

Tonnes
(in
thousands)

 

Silver
(Ag)
Grade
(Grams
per
tonne)

 

Gold
(Au)
Grade
(Grams
per
tonne)

 

Lead
(Pb)
Grade
%

 

Zinc (Zn)
Grade %

 

Mineralized Material at December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

Velardeña Mine

 

 

 

 

 

 

 

 

 

 

 

Oxide and mixed

 

572

 

295

 

4.1

 

1.34

 

1.07

 

Sulfide

 

1,032

 

274

 

3.9

 

1.11

 

1.42

 

Chicago Mine

 

 

 

 

 

 

 

 

 

 

 

Oxide and mixed

 

91

 

208

 

3.2

 

3.77

 

2.8

 

Sulfide

 

98

 

165

 

2.8

 

2.97

 

3.49

 

Total Mineralized Material at December 31, 2014

 

1,793

 

272

 

3.8

 

1.42

 

1.49

 


Note: Results may not tie precisely due to rounding. Additionally, silver ounces, zinc pounds and leads pounds are rounded to the nearest thousand and gold ounces are rounded to the nearest ounce and tonnes. The variance in rounding different commodities and units is for convenience and does not reflect any differences in the level of accuracy of the second quartercalculated mineralized material estimate.

The Tetra Tech mineralized material estimate assumed a silver price of 2012. $25 per troy ounce, a gold price of $1,446 per troy ounce, and a cutoff grade of a net smelter return (“NSR”) of $100 per tonne.

The independent consulting firmfollowing table shows the commodity prices and metallurgical recoveries used to determine the cutoff grade.

Metal

 

Metal Prices*

 

Sulfide
Metallurgical
Recovery
%

 

Oxide
Metallurgical
Recovery
%

 

Mixed Metallurgical
Recovery
%

 

Silver

 

$

25 (oz)

 

89

 

68

 

50

 

Gold

 

$

1,446 (oz)

 

68

 

71

 

29

 

Lead

 

$

0.96 (lb)

 

83

 

 

25

 

Zinc

 

$

0.91 (lb)

 

83

 

 

37

 


* Amounts represent three-year average prices.

The cutoff grade of Chlumsky Armbrust$100 NSR per tonne of mineralized material was determined by adding the estimated average costs of mining ($53 per tonne), processing ($27 per tonne) and Meyer has been retainedgeneral and administration ($20 per tonne). The average cost estimates are the same for both the Velardeña and Chicago mines. The NSR value of mineralized material was determined for each type of mineralized material (sulfide, mixed, and oxide) by multiplying a fractional factor that represents an estimated combination of metallurgical recovery, treatment charges, penalties and payment terms by the unit value of each metal and then multiplying by the expected amount of that metal in each block of inventoried material.

The following table shows the recovery rates for silver, gold, lead and zinc at each of our processing facilities for 2013 and 2014.

 

 

2013

 

2014(1)

 

Oxide plant recovery

 

 

 

 

 

Silver

 

78.0

%

%

Gold

 

40.1

%

%

Sulfide plant recovery

 

 

 

 

 

Silver

 

72.1

%

56.6

%

Gold

 

61.2

%

29.0

%

Lead

 

62.3

%

51.7

%

Zinc

 

82.2

%

45.6

%


(1)  Recoveries were low in 2014 due to provide the updated resource estimate,buildup of in-process inventories in accordancethe sulfide plant associated with the requirementsstart-up of the SEC's Guide 7processing activities in November 2014.

For further detail regarding mineralized material, see “CAUTIONARY STATEMENT REGARDING MINERALIZED MATERIAL”.

Velardeña Properties and Canadian National Instrument 43-101—Standards of Disclosure for Mineral Projects, of the Canadian Securities Administrators ("NI 43-101").Plans

 The Company expects to complete a Preliminary Economic Assessment ("PEA") by the end of the third quarter of 2012. The PEA will be based on the updated resource estimate and proposed expansion plans for the Velardeña Operations.

    Phased Expansion Plans for Velardeña Operations

        Since the business combination with ECU,In June 2013 we have made significantsuspended mining and processing improvements at the Velardeña Operations. Our initial focus has been on improving head grade in the feed supplied to the mills. We have completed approximately 1,200 meters of mine development since early September 2011 and have commenced excavation on the San Mateo Ramp, the main production ramp that will access six major ore zones. Additionally,Properties. In July 2014 we have commenced plant optimization and other work to improve recoveries and product quality in both the oxide and sulfide plants, and we plan to add a flotation circuit ahead of the current oxide plant to recover and divert to the sulfide plant more of the sulfide material that is currently mixed with the oxides. In the fourth quarter of 2011, we initiated the transfer of approximately $4.0 million of mobile undergroundrecommenced mining and ancillary equipment that is no longer required at El Quevar to the Velardeña Operations. The transferred equipment, as well as additional mobile equipment to be purchased, will be used to advance the San Mateo ramp and to modernize the Velardeña Operations. Safety related improvementsactivities at the Velardeña Operations haveProperties and began processing material from the mines in November 2014. During the fourth quarter

12



2014, the processing facilities generated payable metals totaling approximately 42,000 silver equivalent ounces (equivalents calculated at 70:1 silver to gold) and included the installation of 15 face ventilation fans, establishment of three trained and equipped mine rescue teams, and safety refresher training for all personnel.


        We expect the proposed phased expansion to result in an increase in total oxide and sulfide plant capacity to 1,300 tonnes per day with the planned addition of a new 800 tonne per day grinding mill, and the installation of additional flotation cells and concentrate handling equipment. The proposed expansion will allow for the continued processing of both oxide and sulfide ores until the oxide ore is depleted, at which time the plant will process only sulfide ores. The proposed phased expansion is planned to be operational in 2013 and is anticipated to have annual production of two millionapproximately 29,000 ounces of silver 29,000and 194 ounces of gold. Payable silver equivalents include only silver and gold four millionequivalent ounces. Also, during the fourth quarter 2014, the processing facilities generated approximately 111,000 pounds of payable lead and eight million135,000 pounds of payable zinc. We expect to have more information regarding proposed costs for the phased expansion by the end of the first quarter of 2012, but we currently expect costs in the range of approximately $10.0 million. Engineering studies are now also underway to expand sulfide production to 2,000 tonnes per day through the completion of a proposed 2,000 tonne per day sulfide plant, which might occur as early as 2015. The 2,000 tonne per day sulfide plant could result in annual production of up to approximately four million ounces of silver, 80,000 ounces of gold, and ten million pounds each of lead and zinc.

Production Guidance

        Payable metals production from the Velardeña Operations for September through year-end 2011 exceeded guidance previously provided in September by approximately 30% for gold and 114% for silver, primarily due to the increase in head grades resulting from reduced dilution. The following table shows actual silver, gold and silver productionequivalent payables for Septemberthe first six months of 2013 and the fourth quarter 2014.

 

 

Payable Metal

 

 

 

2013(1)

 

2014(2)

 

 

 

 

 

 

 

Silver (oz)

 

252,256

 

28,746

 

Gold (oz)

 

2,349

 

194

 

Silver equivalent (AgEq)(oz)(3)

 

416,686

 

42,326

 


(1)  Mining and processing activities were suspended at the Velardeña Properties on June 19, 2013.

(2)  Mining activities at the Velardeña Properties recommenced on July 1, 2014 and processing activities recommenced on November 3, 2014.

(3)  Equivalents calculated at 70:1 silver to gold.

The table below sets forth the mining and processing statistics of our Velardeña Properties for the first six months of 2013 and the last six months of 2014.

 

 

The Year Ended December 31,

 

 

 

2013(1)

 

2014(2)

 

Tonnes Milled

 

 

 

 

 

(includes stockpiles)

 

 

 

 

 

Oxide plant

 

41,383

 

 

Sulfide plant

 

30,680

 

14,322

 

 

 

72,063

 

14,322

 

Combined plant grades

 

 

 

 

 

(Grams per tonne)

 

 

 

 

 

Silver

 

163

 

119

 

Gold

 

2.56

 

1.57

 

Combined plant recovery (3)

 

 

 

 

 

Silver

 

75.8

%

56.6

%

Gold

 

48.7

%

29.0

%

 

 

 

 

 

 

Contained Metals (3)

 

 

 

 

 

(includes stockpiles)

 

 

 

 

 

Silver ounces

 

286,394

 

30,615

 

Gold ounces

 

2,885

 

209

 

Silver equivalent ounces (70:1)

 

488,344

 

45,245

 

Lead - pounds (000)

 

564

 

124

 

Zinc - pounds (000)

 

836

 

155

 

 

 

 

 

 

 

Payable Metals (3)

 

 

 

 

 

(includes stockpiles)

 

 

 

 

 

Silver ounces

 

252,256

 

28,746

 

Gold ounces

 

2,349

 

194

 

Silver equivalent ounces (70:1)

 

393,196

 

42,326

 

Lead - pounds (000)

 

500

 

111

 

Zinc - pounds (000)

 

706

 

135

 

 

 

 

 

 

 

Products sold

 

 

 

 

 

Doré - kilograms

 

 

 

Precipitate - kilograms

 

9.07

 

 

Lead concentrates - tonnes

 

1,147

 

72

 

Zinc concentrates - tonnes

 

1,054

 

36

 

Pyrite concentrates - tonnes

 

2,789

 

 

Copper concentrates - tonnes

 

 

 

 

 

 

 

 

 

Payable metals in products sold

 

 

 

 

 

Silver ounces

 

310,791

 

9,489

 

Gold ounces

 

2,845

 

75

 

Silver equivalent ounces (70:1)

 

509,941

 

14,739

 

Lead - pounds (000)

 

720

 

40

 

Zinc - pounds (000)

 

927

 

34

 

13




(1)  Mining and processing activities were suspended at the Velardeña Properties on June 19, 2013.

(2)  Mining activities at the Velardeña Properties recommenced on July 1, 2014 and processing activities recommenced on November 3, 2014.

(3)  Current payable metals and recoveries include final metal settlements pertaining to sales of previously reported payable metals.

Following the shutdown of the Velardeña Properties in June 2013, we continued to develop and evaluate plans to restart mining. We completed this evaluation and new mine plans in the second quarter 2014 and on July 1, 2014 we restarted mining at the Velardeña Properties and began processing material from the mine on November 3, 2014. As discussed above, during 2014 we generated payable metals totaling approximately 42,000 silver equivalent ounces (equivalents calculated at 70:1 silver to gold) and included approximately 29,000 ounces of silver and 194 ounces of gold. In 2015 we expect output of approximately 0.8 to 1.0 million silver equivalent ounces (including silver and gold but excluding lead and zinc and calculated at a ratio of 70 silver ounces to 1 gold ounce), with cash costs in 2015 between $12.00 and $15.00 per payable silver ounce net of by-product gold, lead and zinc credits, assuming a price for gold of $1,250 per ounce. “Cash costs per payable silver ounce, net of by-product credits” is a non-GAAP financial measure defined below in “Item 7: Management’s Discussion and Analysis—Non-GAAP Financial Measures”.

We completed the evaluation of a 9,000-meter drill program at the Velardeña Properties during June 2014 in vein systems located largely outside the boundaries of our 2012 mineralized material estimate. This drill program represents the first known drilling of the Terneras and Roca Negra vein sulfides in the area below the historic Terneras mine workings.

We reopened Velardeña as a leaner and lower cost mine, with new management throughout the mine. We have hired 177 new employees under a new labor union agreement and are mining two ten-hour shifts per day. To date, we are employing approximately 250 people at the Velardeña Properties. This is about half of the employees prior to the June 2013 shutdown when we were running both sulfide and oxide plants and processing approximately 500 tpd.

Under our new mine plan, we are using shrinkage stope mining, standard mechanized cut and fill and an overhand cut and fill mining method and slusher mucking in the stopes in the narrower veins. This later mining method should allow us to mine vein widths as narrow as 0.5 meters, which should significantly decrease dilution and allow higher grade material to be hauled to the mill. For conservative planning purposes, we have assumed dilution of the veins to one meter widths. We are removing material from the mine using the new 1.9 kilometer San Mateo access ramp, which we completed prior to suspending mining in June 2013. This ramp is providing more efficient and lower cost removal of mined material compared to pre-suspension haulage primarily from a low capacity internal shaft. The mining plan calls for the processing of mined material to make silver and gold bearing lead, zinc and pyrite concentrates. In 2014 we processed mined material to make silver and gold bearing lead and zinc concentrates, and in 2015 we expect to also make saleable pyrite concentrates.

During 2014 we focused on mining on the San Mateo, Terneras and Roca Negra veins. Drilling results and metallurgical studies indicate that these sulfide veins, mined minimally in the past, contain higher grade material over more consistent widths in the 0.5 to 1.0 meter range, with significantly lower arsenic levels than those in the Santa Juana vein system that was the focus of our previous mining activity. We expect that the lower arsenic will allow for improved payment terms and metallurgical recovery of the metals. The Roca Negra vein, not considered in the initial restart plan, should add greater flexibility in achieving the objectives of the mine plan, providing an additional vein for mining.  In 2015 we expect mining to focus primarily on the Terneras, Roca Negra and San Mateo veins with some feed coming from the Santa Juana vein.

We began processing material through the sulfide mill in November 2014. During November 2014 we tested new equipment in the mill including a revamped electrical system, concentrate filters for our concentrate products, refurbished flotation cells and other equipment. Grades were low in November 2014 as we processed material from stope access drifts and raises to test plant circuits that

14



were refurbished as part of the restart. Average grades in November were 109 grams per tonne silver and 1.3 grams per tonne gold with payable metals generated from the processing facilities of approximately 12,000 silver equivalent ounces, which is exclusive of process inventory in the circuit that required build up.  In December 2011, and currently forecast 2012 production.

 
 Sep - Dec
2011 Actual
 First Quarter
2012
 Second Quarter
2012
 Third Quarter
2012
 Fourth Quarter
2012
 Full Year
2012
 

Production (payable metals)

                   

Gold (oz)

  1,300  1,300  2,000  2,600  3,100  9,000 

Silver (oz)

  90,000  90,000  150,000  230,000  270,000  740,000 

        In order2014 the mill began operating at nearly full capacity of an average 264 tpd. We are continuing to ramp up to the 285 tpd rate, which we expect to achieve these production increases, we remain focused on improving head gradelate in the first quarter 2015. Average grades in December had increased to 127 grams per tonne silver and recoveries.1.8 grams per tonne gold with payable metals generated from the processing facilities of approximately 31,000 silver equivalent ounces. We haveexpect feed material grades to gradually increase through the second quarter of 2015 as new stopes in the mine are developed and access to the Terneras vein increases. We also commenced plant optimization and other workcontinue to improve recoveries and product quality in bothactively search for oxide feed from outside sources, which could enable us to restart the oxide plant.

Product Mix

Our mining plan calls for the processing of mined material to make silver and sulfide plants. Based on these efforts,gold bearing lead, zinc and pyrite concentrates. In 2014 we sold from the Velardeña Properties lead and zinc concentrates containing payable quantities of silver, gold, lead and zinc, selling approximately 16,000 ounces of silver and approximately 95 ounces of gold. Silver sales accounted for approximately 70% and 65% of our revenue from saleable metals during 2014 and 2013, respectively, while gold sales accounted for approximately 30% and 35% of our revenue from saleable metals during 2014 and 2013, respectively. Except as otherwise noted, the information below discusses the product mix for 2014, which we expect to be representative of the product mix during 2015.

Concentrates

The sulfide plant at the Velardeña OperationsProperties contains a typical flotation circuit that processes material from the Velardeña Properties into lead, zinc and pyrite concentrate products.

Lead concentrates comprise approximately 50% to be operationally cash flow positive60% of total concentrate products from the sulfide plant. The lead concentrates have typical assays of 30% to 35% lead, 5,000 to 6,000 grams per tonne silver, 25 to 35 grams per tonne gold, 4% to 5% zinc and 3% to 5% copper. After metal deductions, we are typically paid for 95% of contained lead, silver and gold. Concentrate treatment charges are negotiated annually and generally reflect market terms for the industry for similar products. Treatment charges in mid-year 2012 at current metals prices.2014 were approximately $300.00 per tonne. Additional charges are incurred for silver and gold refining, and penalties are assessed for certain elements, such as arsenic and antimony that exceed agreed limits.

Zinc concentrates comprise approximately 40% to 50% of total concentrate products from the sulfide plant. The zinc concentrates have typical assays of 50% to 55% zinc, 500 to 600 grams per tonne silver, 1 to 2 grams per tonne gold and 1% to 2% lead. After metal deductions, we are typically paid for approximately 80% of contained zinc and 55% of silver with lesser amounts payable for the contained gold. Concentrate treatment charges are negotiated annually and generally reflect market terms for the industry for similar products. Treatment charges in 2014 were approximately $260.00 per tonne. Additional charges are incurred for silver and gold refining, and penalties are assessed for certain elements, such as arsenic, that exceed agreed limits.

We did not sell any pyrite concentrates during 2014 because the contained silver and gold in the pyrite concentrates were too low to provide economic value.  Ore grades for silver and gold are anticipated to increase during 2015. We anticipate generating and selling pyrite concentrates, in addition to the lead and zinc concentrates that are generated currently. To provide economic value, pyrite concentrates generally must have assays of greater than 12 to15 grams per tonne gold. The pyrite concentrates will also typically contain approximately 200 grams per tonne silver and 33% to 38% sulfur.  In 2013, when we previously made pyrite concentrates, we were paid for approximately 60% to 65% of the contained gold and incurred treatment charges of approximately $260.00 per tonne with additional penalties assessed for certain elements, such as zinc and copper, that exceed agreed upon limits. Concentrate treatment charges are negotiated annually and generally reflect market terms for the industry for similar products. Treatment charges can vary significantly depending on the gold content of the pyrite concentrate.

In 2014 we incurred approximately $55,000 in smelting and refining charges and approximately $10,000 in penalty charges, primarily for arsenic and antimony included in our lead and zinc concentrates. Treatment and penalty charges are netted against revenue in our consolidated statement of operations.

Customers

During 2014 all of our revenues from mining were attributable to the sale of products from the Velardeña Properties, including lead and zinc concentrates. In 2014 we sold lead and zinc concentrate products to one customer under an exclusive contract that will expire on March 31, 2015. Our sales contract includes terms typical for the industry, including deductions for smelting and refining charges (or treatment charges) and penalties for contaminates present in our products sold.

Our customer contracts, including our one customer contract through March 31, 2015, are such as ordinarily accompany the kind of business conducted by us and our subsidiaries and are entered into in the ordinary course. Typically our customer contracts are not material in amount, and any contract that is material in amount is not a contract on which our business is substantially dependent.

15



Most of our customer contracts are for a term of one year or less, and many of the contract terms are negotiable during the term of the contract. The global silver and gold markets are competitive with numerous refineries willing to buy concentrates on short notice. If any one of our customer contracts were terminated, we have identified other customers during the bidding process as additional avenues in which to sell our product. We do not believe that a loss of one particular customer would materially delay, disrupt or reduce revenues in the future.

Environmental Matters and Permitting

 

We have conductedhold environmental audits of thelicenses and environmental impact assessments that allow us to run our mines, plants and tailing facilities at our Velardeña OperationsProperties.  In environmental reviews conducted in 2011, 2012 and 2013, we identified non-compliance matters related to our mining and processing activities that will bewere remediated, including general site clean-up and permit renewals. We currently do not expect thatrecently retained a consultant to complete an environmental review to identify and address any current non-compliance items. In 2012, for the cost of remediating or otherwise addressing these issues will exceed $200,000. In early 2012,sulfide plant, we applied for and were accepted into the Mexican National Environmental Auditing Program ("NEAP"(“NEAP”). Under NEAP, we will participate in an audit program to verify compliance with existing regulations and identify non-regulated potential issues that could result in environmental contingencies. Under the program, we will receive recommendations regarding steps to be taken to achieve compliance, following, which we can agree to a schedule for achieving compliance. If we comply with the recommendations, we will obtain a "clean industry" certification issued by the Mexican government.

        We hold various permits required for conducting our current operations at the Velardeña Operations, and our participation in NEAP allows uscompanies to continue our current operationsmining activities during the remediation of non-compliance matters. In June 2013, when we suspended mining activities at the Velardeña Properties, we suspended our participation in NEAP. Once we complete the 2015 environmental review, we plan to re-apply for acceptance into the NEAP for the sulfide plant.

We are required to update our environmental licenses and environmental impact assessments for any expansion of or modification to any of the existing two plants. The construction of new infrastructure beyond the current plant facilities also would require additional permitting, includingwhich could include environmental impact assessments and land use permits. We do not expect to have difficulty obtaining additional permits or environmental impact assessments.


United Mexican StatesCertain Laws Affecting Mining in Mexico

 

Mexico, officially the United Mexican States, is a federal constitutional republic in North America and bordered by the United States of America, Belize and Guatemala. Mexico is a federal democratic republic with 31 states and one federal district. Each state has its own constitution and its citizens elect a governor, as well as representatives, to their respective state congresses. The President of Mexico is the head of the executive federal government. Executive power is exercised by the President, while legislative power is vested in the two chambers of the Congress of the Union. The three constitutional powers are the Judiciary, the Executive and the Legislative,Legislature which are independent of each other.


Certain Laws Affecting Mining in Mexico

    Legislation Affecting Mining

 

The Mining Law, originally published in 1992 and amended in 1996, 2005 and 2006, is the primary legislation governing mining activities in Mexico. Other significant legislation applicable to mining operations in Mexico includes the regulations to the Mining Law, the Federal Law of Waters, the Federal Labour Law, the Federal Law of Fire Arms and Explosives, the General Law on Ecological Balance and Environmental Protection and regulations, the Federal Law of Duties and the Federal Law on Metrology and Standards.

    The Concession System

 

Under Mexican law, mineral resourcesdeposits are property of the Mexican republic, and a mining concession, granted by the Executiveexecutive branch of the federal government, is required for the exploration, exploitation and processing of mineral resources.deposits. Mining concessions may only be granted to Mexican individuals domiciled in Mexico or companies incorporated and validly existing under the laws of Mexico. Mexican companies that have foreign shareholders must register with the National Registry of Foreign Investments and renew their registration on an annual basis. Mining concessions grant rights to explore and exploit mineral resourcesdeposits but do not grant surface rights over the land where the concession is located. Mining concession holders are required to negotiate surface access with the land owner or holder (e.g., agrarian communities) or, should such negotiations prove unsuccessful, file an application with the courtscorresponding administrative authority (Ministry of Economy or Ministry of Agrarian-Territorial-Urban Development) to obtain an easement, temporary occupancy, or expropriation of the land, as the case may be. An application for a concession must be filed with the Mining Agency or Mining Delegation located closest to the area to which the application relates.

 

Mining concessions have a term of 50 years from the date on which title is recorded in the Public Registry of Mining. Holders of mining concessions are required to comply with various obligations, including the payment of certain mining duties based on the number of hectares of the concession and the number of years the concession has been in effect. Failure to pay the mining duties can lead to cancellation of the relevant concession. Holders of mining concessions are also obliged to carry out and prove assessment works in accordance with the terms and conditions set forth in the Mining Law and its regulations. The regulations to the Mining Law establish minimum amounts that must be spent or invested on exploration and exploitationmining activities. A report must be filed in May of each year regarding the assessment works carried out during the preceding year. The mining authorities may impose a fine on the mining concession holder if one or more proof of assessment workswork reports is not timely filed.

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Pursuant to amendments to the federal corporate income tax law, effective January 2014, additional duties are imposed on mining concession holders; see “—Taxes in Mexico”.

Environmental Legislation

 

Mining development projects in Mexico are subject to Mexican federal, state and municipal environmental laws and regulations for the protection of the environment. The principal legislation applicable to mining projects in Mexico is the federal General Law of Ecological Balance and Environmental Protection, which is enforced by the Federal Bureau of Environmental Protection, commonly known as "PROFEPA"“PROFEPA”. PROFEPA is the federal entity in charge of carrying out environmental inspections and negotiating compliance agreements. Voluntary environmental audits, coordinated through PROFEPA, are encouraged under the federal General Law of Ecological Balance and Environmental Protection. PROFEPA monitors compliance with environmental legislation and enforces Mexican environmental laws, regulations and official standards. If warranted, PROFEPA may


initiate administrative proceedings against companies that violate environmental laws, which proceedings may result in the temporary or permanent closure of non-complying facilities, the revocation of operating licenceslicenses and/or other sanctions or fines. According to the Federal Criminal Code, PROFEPA must inform the relevant governmental authorities of any environmental crimes that are committed by a mining company in Mexico.

 

Concession holders may submit themselves to comply with the Mexican Official Norm: NOM-120-SEMARNAT-1997, which provides, among other things, that mining exploration activities to be carried out within certain areas must be conducted in accordance with the environmental standards set forth in NOM-120-SEMARNAT-1997; otherwise, concession holders are required to file a preventive report or an environmental impact study prior to the commencement of the exploration, exploitation and processing of mineral resources. However, an environmental impact study may not be necessary if the concessionaire files an application with the environmental authorities confirming the concessionaire'sconcessionaire’s commitment to observe and comply with NOM-120-SEMARNAT-1997.

In 2014 Mexico developed an Energy sector applicable to private investment companies whereby new mining concessions are now subject to prior approval from the Ministry of Energy. Current mining concessions forming the Velardeña Properties are not subject or affected by this approval requirement, but any new mining concessions acquired will be subject to this additional approval.


Taxes in Mexico

 

Mexico has a federal corporate income tax rate of 30%, which will decrease to 29% in 2013 and 28% in 2014, according to a transitory provision of the Income Tax law. Therethere are no state taxes on corporate net income. In determining their corporate income tax, entities are allowed to subtract from gross income various deductions permitted by law, and they are allowed a ten yearten-year carry-forward of net operating losses. OncePursuant to amendments to the federal tax laws effective January 1, 2014, a corporation has paid its income10% withholding tax after-tax earnings may beis charged on dividends distributed to the shareholders, with no tax charge at the corporate level and without income tax withholding regardless of the tax residence of the recipient. Foreignrecipient, out of after tax profits. A foreign resident companies arecompany is subject to income tax if they haveit has a permanent establishment in Mexico. In general, a permanent establishment is a place of business where the activities of an enterprise are totally or partially carried out and includes, among others, offices, branches and mining sites.

 

Mexico has several taxes in addition to income tax that are relevant to most business operations, including (i) the Single Rate Business Tax (the "Flat Tax"), Value Added Tax ("VAT"(“VAT”),; (ii) import duties,duties; (iii) various payroll taxes, andtaxes; (iv) statutorily entitled employee profit sharing ("PTU"(“PTU”). Annual; and (v) mining duties and royalties. In addition, annual mining concession fees are charged by the government, but there is no royalty on the extraction or sale of precious metals. The Flat Tax applies to taxpayers' income from worldwide sources, as well as to foreign residents on the income attributed to their permanent establishments located in Mexico, at a rate of 17.5%. In general, the Flat Tax follows a cash flow system, and in many ways operates similar to an alternative minimum tax. Any income tax effectively paid in the same fiscal year is creditable against the Flat Tax, thus entities will pay the higher of income tax or the Flat Tax in a given year. government.

VAT in Mexico is charged upon alienation of goods, performance of independent services, grant of temporary use or exploitation of goods, or import of goods or services that occur within Mexico'sMexico’s borders, at a rate of 16% except in certain border areas where the tax rate is 11%. There is no VAT in the case of export of goods or services or for the sale of gold, jewelry, and gold metalwork with a minimum gold content of 80%, excluding retail sale to the general public. The sale of mining concessions is subject to VAT as concessions are not considered to be land. VAT paid by a business enterprisesenterprise on theirits purchases and expenses may usually be credited against theirits liability for VAT collected from customers on theirits own sales. In addition, VAT may also be refunded, or overpayments may be used to offset tax liabilities arising from other federal taxes.

Import duties apply for goods and services entering the country, unless specifically exempted due to a free trade agreement or if registered under specific programs like IMMEX, under which we are currently registered. Payroll taxes are payable in most states including Durango, and social security, housing and pension contributions must be made to the federal government when paying salaries. Also, employees

Employees of Mexico entities are statutorily entitled to a portion of the employer'semployer’s pre-tax profits, called PTU. The rate of profit sharing is currently 10% of the employer'semployer’s taxable income as defined by the Income Tax law. Taxpayers are able toA taxpayer may reduce theirits income

17



tax base by an amount equal to the PTU.


Certain companies are exempt from paying PTU, which include companies in the extractive industry (principally the mining industry) during the period of exploration.

Under the 2013 amendments to the federal corporate income tax law, titleholders of mining concessions are required to pay an annual special duty of 7.5% of their mining related profits, determined by deducting from mining related revenues certain specified types of cash expenditures. Payment of the special duty will be due at the end of March each year commencing in 2015.

Titleholders of mining concessions also will be required to pay a 0.5% special mining duty, or royalty, on an annual basis, on revenues obtained from the sale of silver, gold and platinum. Similar to the 7.5% annual special duty, the 0.5% duty will be due at the end of March each year commencing in 2015.

El Quevar

    Location and Access

 

Our El Quevar silver project is located in the San Antonio de los Cobres municipality, Salta province,Province, in the Altiplanoaltiplano region of northwestern Argentina, approximately 300 kilometers by road northwest of the city of Salta, the capital city of the province. The project is also accessible by a 300 kilometer dirt and gravel road from the city of Calama in northern Chile. The small village of Pocitos, located about 20 kilometers to the west of El Quevar, is the nearest settlement. We have established a camp approximately 10 kilometers west of the project which housesto house project workers. A high tension power line is located approximately 40 kilometers from the site, and a high pressure gas line devoted to the mining industry and subsidized by the Salta government is located within four kilometers of the El Quevar camp.

 

The El Quevar project is located near Nevado Peak with altitudes at the concessions ranging from 3,800 to 6,130 meters above sea level. The climate of the area is high mountain desert, with some precipitation in summer (as(such as snow) and little snow in winter.

 

The following map shows the location of the El Quevar project.

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Property History

 

Mining activity in and around the El Quevar project dates back at least 80 years. Between 1930 and 1950, there was lead and silver productionextraction of mineralized materials from small workings in the area, but we do not have productionno mining records from that period. The first organized exploration activities on the property occurred during the 1970s, although no data from that period remains. Over the last 30 years, several companies have carried out exploration activity in the area, including BHP Billiton, Industrias Peñoles, Mansfield


Minerals and Hochschild Mining Group, consisting primarily of local sampling with some limited drilling programs in the area.programs.

    Title and Ownership Rights

 

According to Argentine law, mineral resources are subject to regulation in the provinces where the resources are located. Each province has the authority to grant mining exploration permits and mining exploitation concession rights to applicants. The Federal Congress has enacted the National Mining Code and other substantive mining legislation, which is applicable throughout Argentina; however, each province has the authority to regulate the procedural aspects of the National Mining Code and to organize the enforcement authority within its own territory.

In the province of Salta, where the El Quevar project is located, all mining concessions are granted by a judge in the Salta Mining Court. The El Quevar project is comprised of exploitation concessions. Exploitation concessions are subject to a canon payment fee (maintenance fee) which is paid in advance twice a year (before June 30th and December 31st of each calendar year). Each time a new mining concession is granted, concession holders are exempt from the canon payment fee for a period of three years from the concession grant date. However, this exemption does not apply to the grant of vacant exploitation concessions; only to the grant of new mining concessions.

The El Quevar project is currently comprised of 32 exploitationmining concessions. We hold 31 of the concessions directly, and we control the Nevado I concession, located approximately four kilometers from the Yaxtché target, pursuant to a purchase option agreement from an existing third-partywith the third party concession owner. We made one payment in 2014 totaling $50,000 on the Nevado I option agreement. Our remaining payment on the Nevado I option agreement totals $750,000$550,000 and is due byhas been extended to June 22, 2012.2015. In total, the El Quevar project encompasses approximately 55,00059,000 hectares. The area of most of our exploration activities at El Quevar is within the concessions that are owned by Silex Argentina S.A., our wholly-owned subsidiary.

 In addition, under the terms of an option agreement covering the El Quevar II concession and one-half of the Castor concession, which option we exercised and paid in full, we

We are required to pay a 1% net smelter return royalty on the value of all metalsminerals extracted from the El Quevar II concession and a 1% net smelter return royalty on one-half of the minerals extracted from the Castor concession.concession to the third party from whom we acquired these concessions. The Yaxtché targetdeposit is located primarily on or near these concessions.the Castor concession. We are also required to pay a 3% royalty to the Salta provinceProvince based on the mine mouth value of minerals extracted from any of our concessions. Also, toTo maintain all of the El Quevar concessions, in 2014, we make yearly aggregate rental paymentspaid canon payment fees to the Argentine government of approximately $27,000.$35,000. In 2015 we expect to pay approximately $110,000. The increase in 2015 and subsequent years is the result of a January 2015 amendment to the National Mining Code, increasing the annual canon payment by approximately four times.

 

The following El Quevar mine concessions are identified below by name and file number in the Salta Province Registry of Mines.

Name of Mine Concession

Concession
File Number

Quevar II

17114

Nevado I

18359

Quirincolo I

18036

Quirincolo II

18037

Castor

3902

Vince

1578

Armonia

1542

Quespejahuar

12222

Toro I

18332

Quevar Primera

19534

Quevar Novena

20215

Quevar Decimo Tercera

20501

Quevar Tercera

19557

Quevar Vigesimo Tercero

21043

Quevar 10

20219

Quevar Vigesimo Primera

20997

Quevar Vigesimo Septima(1)

22403

Quevar IV

19558

Quevar Vigesimo Cuarto

21044

Quevar 11

20240

Quevar Quinta

19617

Quevar 12

20360

Quevar Decima Quinta

20445

Quevar Sexta

19992

Quevar 19

20706

Quevar Vigesimo Sexta

22087

Quevar Vigesimo Segundo

21042

Quevar Séptima

20319

Quevar Veinteava

20988

MARIANA CANTERA

15190

Arjona

18080

Quevar Vigesimo Quinto

21054

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(1) The Quevar Vigesimo Septima concession is still undergoing the registration process with the Salta Province Mining Court. We expect final registration in the second quarter 2015.

The surface rights at El Quevar are controlled by the Salta Province. There are no private properties within the concession area. To date, no issues involving surface rights have impacted the project. Although we have unrestricted access to our facilities, we have recently applied for servitudesbeen granted easements to further protect our access rights.

    Geology and Mineralization

 

The geology of the El Quevar project is characterized by silver-rich veins and disseminations in Tertiary volcanic rocks that are part of an eroded stratovolcano. Silver mineralization at El Quevar is hosted within a broad, generally east-west-trending structural zone and occurs as a series of north-dipping parallel sheeted vein zones, breccias and mineralized faults situated within an envelope of pervasively silicified brecciated volcanic rocks and intrusive breccias.rocks. There are at least three sub-parallel structures that extend for an aggregate length of approximately 6.5 kilometers. Several volcanic domes (small intrusive bodies) have been identified and mineralization is also found in breccias associated with these domes, especially where they are intersected by the structures. The silver mineralization at the Yaxtché zone is of epithermal origin. The cross-cutting nature of the mineralization, the assemblage of sulfide and alteration minerals, and the presence of open spaces with euhedral minerals, all point to an origin at shallow to moderate depths (a few hundred meters below surface) from hydrothermal solutions.


2012 Technical Report

 The Company expects to complete

During 2012 RungePincockMinarco (“RPM”) completed an updated technical report for theestimate of mineralized material at our El Quevar project nearproject. This SEC Industry Guide 7 estimate assumed mining of oxide material from an open pit on the east end of the first quarter of 2012 orYaxtché deposit and sulfide material from both the beginningopen pit and an underground mine on the western portion of the second quarter of 2012. The independent consulting firm of Pincock Allen & Holt has been retained to provide the updated report, in accordance with the requirements of the SEC's Guide 7 and NI 43-101.


August 2010 Technical Report

        Micon International Limited ("Micon") prepared a technical report for the El Quevar project in August 2010 in accordance with the requirements of the SEC's Guide 7 and NI 43-101. Data from 168 drill holes was used in the August 2010 estimate. The August 2010 resource estimate assumes


highly selective underground mining with continuity along strike and down dip supported by geologic interpretation of almost all holes logged to date in the mineralized zone. We have assumed concentration by flotation.

Yaxtché deposit. According to the August 2010 Micon technical report, estimatedRPM estimate, based on results from 270 core drill holes, mineralized material in the Yaxtché zone, at a cut-off grade of 26 grams per tonne silver for the open pit and 100 grams of silver per tonne silver for underground material, and using a three-year average silver price of $24.41 per ounce, was as follows:

Tonnes
(000s)
 Average silver
grade (g/tonne)
 

902

  310 

 

Tonnes
(000s)

 

Average silver
grade (grams/tonne)

 

6,024

 

147.5

 

The MiconRPM estimate includes a smaller tonnage of mineralized material in the possible open pit at a higher likely grade as compared to the technical report prepared by RPM pursuant to Canadian National Instrument 43-101 (“43-101”). In the RPM report pursuant to 43-101, RPM used inferred resources beneficially to the possible operation in the optimization of a resource level open pit. When preparing its mineralized material estimate assumed a three meter minimum mining width, which results in a partially diluted resource grade of drill hole assay values. Micon also capped the grade at 3,000 grams per tonne of silver for the entire resource. The capping technique tends to reduce the overall grade and contained ounces.

"Mineralized material" as used in this annual report, although permissible under SEC's Guide 7, does not indicate "reserves" by SEC standards. The Company cannot be certain that any part of the Yaxtché deposit will ever be confirmed or converted into SEC Industry Guide 7, compliant "reserves." Investors are cautionedRPM did not use the inferred resources calculated pursuant to assume that all or any part43-101 to beneficially optimize the pit. As such, optimization without the benefit of theinferred material yielded a smaller tonnage of mineralized material will ever be confirmed or converted into reserves or thatin the possible open pit at a higher likely grade as compared to the RPM report pursuant to 43-101.

For further detail regarding mineralized material, can be economically or legally extracted.see “CAUTIONARY STATEMENT REGARDING MINERALIZED MATERIAL”.

    Sampling20



 Drill cores are maintained in a secure facility at the

Exploration and Advancement of El Quevar campsite before and after splitting. Golden Minerals personnel were responsible for logging, sampling, splitting, and shipping cores to the laboratory facilities. The insertion of standards and blanks is carried out at the project site, while the duplicate coarse rejects and pulps are selected by each commercial laboratory. El Quevar samples have been analyzed at two independent laboratories. The quality assurance/quality control program used at El Quevar includes regular insertion and analysis of blanks and standards to monitor laboratory performance. Blanks are used to check for contamination and standards are used to check for grade-dependent biases. Duplicate samples are used to monitor sample batches for potential sample mix-ups and to monitor the data variability as a function of laboratory error and sample homogeneity. Standard reference materials were not inserted at the project site or at the lab after April 2011. Select high grade samples are being re-assayed.

    Metallurgical Analysis

 We have completed metallurgical analyses of composites made from core samples from the central and west portions of the El Quevar project. This test work was focused on determining the response to various types of processing and recovery methods, including whole ore cyanidation, sulfide flotation, and a combination of cyanidation of flotation concentrates and tailings leach. As drilling activities at El Quevar have continued, our understanding of the potential orebody has increased.

    Exploration

The Yaxtché deposit is the primary target currently identified at the El Quevar project. As of February 2012, we have completed approximately 100,000 meters of diamond drilling in 400 drill holes. Of these holes, 272 were drilled to test the Yaxtché zone for potential mineralization, with about 75% of the holes intersecting significant silver mineralization. Our work indicatesWe believe that the Yaxtché deposit is at least 2 kilometers in strike length and is continuous laterally and to depths of more than 300 meters below surface in the main area. From the inception of our exploration activities in 2004 through December 31, 2011, we have spent approximately $65.0 million on exploration and related activities at El Quevar.


    Advancement of El Quevar

        Our early work at El Quevar indicated that underground mining of the Yaxtché deposit should be more economically feasible than open pit mining methods. Following initial drill programs, we determined to conduct underground drifting to provide us with more accurate and conservative data than relying solely on drilling results.

        In 2011 the drifting encountered more than 40 mineralized structures believed to be tension faults that were not anticipated in the early modeling of the El Quevar deposit, in which mineral concentrations were modeled to follow the alteration envelope. Although the structures are narrow, generally less than a quarter of a meter in width, results from detailed sampling show that the structures tend to be of substantial grade, typically in excess of one kilogram per tonne of silver. Our evaluation of the features seen in the development drift should contribute to the understanding of these newly discovered structures and provide further information regarding confirmation of the mine model. We decided to delay completion of a NI 43-101 compliant Preliminary Economic Assessment and a planned mid-year 2011 resource update to allow further work to assess the impact that these newly discovered structures may have on the mining plan and global El Quevar resource.

        Further drilling and analysis conducted during the remainder of 2011 suggested the El Quevar deposit may be amenable to bulk mining, which could include an open pit on the eastern and central areas of the Yaxtché deposit and bulk underground mining in the western area. Our work indicates that the Yaxtché deposit is at least 2 kilometers in strike length and is continuous laterally and to depths of more than 300 meters below surface in the main area. More recent results also support a possible eastward extension of the Yaxtché deposit and recognize an emerging new mineralized trend five kilometers north of the Yaxtché deposit. We continuedcontinue to encounter relatively wide, high grade silver intercepts during an additional 50-hole surface drill program.

        In 2012 we expect to spend approximately $4.0 million athold our El Quevar projectproperty on holdingcare and maintenance costs and continued project evaluation. Followinguntil we can find a resource update expected near the end of the first quarter of 2012 or the beginning of the second quarter of 2012, we will consider completing a Preliminary Economic Assessment and may consider soliciting a joint venture partner.

    Environmental Liability and Permitting

partner to fund further exploration. We have obtained allcompleted environmental baseline studies, and a further environmental impact assessment process would be required to support the permits necessary permits for our current exploration activities at the El Quevar project. In order to construct the underground driftconstruction and related workings as described above, we obtained a permit from the Mining Secretary of the Salta Province, Argentina in January 2010.mining. If the El Quevar project proceeds to development and construction, we willwould be required to obtain numerous additional permits from national, provincial and municipal authorities in Argentina. We have selected an environmental contractor, completed the environmental baseline studies, and initiated the environmental impact assessment process required to support the permits necessary for construction and operations. While

In 2014 we are not aware of any significant obstacle to obtaining the required permits, we have not yet formally begun to seek the necessary approvals.

    Republic of Argentina

        The Republic of Argentina is a federal republic located in South America and bordered by Chile, Bolivia, Paraguay, Brazil and Uruguay. The federal government coexists with the governments of 23 provinces and one autonomous city, Buenos Aires. Each province regulates its own administrative, legislative and judicial structure, complying with the republican system of government and the division of powers.


Certain Laws Affecting Mining in Argentina

        According to Argentine law, mineral resources are subject to regulation in the provinces where the resources are located. Each province has the authority to grant exploration permits and exploitation concession rights to applicants. The Federal Congress has enacted the National Mining Code and other


substantive mining legislation, which is applicable throughout Argentina; however, each province has the authority to regulate the procedural aspects of the National Mining Code and to organize the enforcement authority within its own territory.

        In the province of Salta, where the El Quevar project is located, all concessions are granted by a judge in the Salta Mining Court. The types of mineral concessions relevant to the El Quevar project are exploration concessions and exploitation concessions. Exploration concessions are granted for up to 1,100 days depending on the size of the concession. The size of an exploration concession must be reduced periodically unless the owner applies to the Salta Mining Court to convert it, orspent approximately $1.6 million at least part of it, to an exploitation concession. Exploitation concessions are subject to a yearly payment, which is fixed each year by the federal government. For 2011, we paid a total of approximately $27,000 to maintain our El Quevar exploitation concessions, and we expect our total payments in 2012 to be approximately the same. An exploration plan must be filed for each exploration concession along with an environmental report that must be approved by the provincial mining authority. Additional environmental reports are required on a bi-annual basis while the exploration concession is valid. Upon expiration of the exploration concession, all data and documentation from the activities carried out on the concession must be filed with the provincial mining authority.

        Exploitation concessions may be granted if any mineral discovery is made either by the concessionaire or authorized third parties. An exploitation concession may be maintained indefinitely by timely payment of annual fees, capital investment, and continuity of work program (exploration, infrastructure, or mining). In addition to the annual payment of maintenance fees, metals mines in the Salta Province are subject to a mine mouth royalty of 3% of metals extracted.

        Our activities in Argentina are also subject to both federal and provincial environmental laws and regulations. We currently expect the impact of such laws and regulations on our El Quevar project to be minimal. New legislation passed by Argentina's federal legislature intended to protecton holding and maintenance costs. From the country's glaciers could potentially affect the mining industryinception of our exploration activities in Argentina.2004 through December 31, 2014 we have spent approximately $74.2 million on exploration and related activities at El Quevar. In order to offset the effect of the new legislation, many provincial legislative bodies, including those in the province of Salta, have passed or have indicated that they2015 we expect to pass their own glacier-related legislation. Neither the federal nor the provincial legislation is currently expected to affect the El Quevar project.

        Additionally, on October 26, 2011, the president of Argentina announced, by way of a presidential decree, that mining companies with operations in Argentina will now have to repatriate all their export proceeds. Under the new decree, all export revenues generated by mining companies will be repatriated into Argentina for local foreign-exchange conversion prior to transfer overseas. As such, if we ultimately produce minerals from thespend approximately $1.0 million at our El Quevar project in Argentina, the new repatriation policy may increase foreign exchange transactionon maintenance and holding costs.


Taxes in Argentina

        Argentina has a federal income tax rate of 35%, and the income tax law allows for a five-year carryforward of net operating losses. Argentina has several taxes in addition to income tax. The more significant taxes under the general tax system include (i) a Value Added Tax ("VAT") charged at an average rate of 21% for the majority of goods and services provided in Argentina, as well as for imports into Argentina, unless specifically exempted, and which is refunded through exports or other procedures; (ii) an import duty for goods and services entering the country, unless specifically exempted due to the mining investment legislation or free trade agreements; (iii) a provincial gross receipts tax of 1% applied to non-exported sales transactions in addition to VAT; (iv) a minimum presumed tax equivalent to 1% of the total asset value of an entity; (v) a wealth tax of 0.5% of the equity value of an entity; (vi) a bank tax of 0.6% of each debit and credit transaction and (vii) a stamp tax of 1% applied over the gross value of executed agreements. For the metals extraction business, there is a 5% royalty on the mine mouth value of the mineral extracted for those companies not inscribed under the


Argentina Mining Investment Law (described below). Also, for exported minerals, Argentina imposes an export tax of 5% for silver doré and 10% for silver concentrates.

        The tax laws applicable to exploration, prospecting, development, and mining extraction, as set forth in the Argentina Mining Investment Law, as well as other legislation provide for significant benefits to the general tax system for those companies inscribed under this law and which meet certain conditions. These benefits include: (i) fiscal stability; (ii) double deductions for certain exploration costs; (iii) voluntary accelerated depreciation; (iv) import duty exemptions; (v) an exemption from the minimum presumed tax, the provincial gross receipts tax and the stamp tax described in the previous paragraph; (vi) a decrease from 5% to 3% on the royalty on minerals extracted; and (vii) a partial refund of the export tax on doré and concentrate. A fiscal stability agreement with the federal government can be obtained with a term of 30 years from the date a project's economic feasibility is presented to the government along with the corresponding application. During the 30 year term, in general, a party to such an agreement with the federal government will not suffer a change in its total effective tax rate. New taxes or increases/decreases in tax rates could occur while keeping the effective tax unchanged. However, a fiscal stability agreement does not limit changes in VAT, contributions to the social security system, provincial mining royalty, indirect taxes, or partial refund of the export tax, and it does not prevent the government from extending rules passed for a specified term or exempt the government from eliminating tax exemptions that have a scheduled date of expiration. Also, for companies that initiate production, VAT paid on the import and purchase of goods and services is refunded through exports. On the other hand, for companies that do not initiate production, so long as the company remains an exploration company, VAT paid on the import and purchase of goods and services used to carry out exploration activities, that remains as a credit for greater than 12 months, may be refunded. Argentina also allows for the exemption from import duties when importing capital goods and special equipments or components, spare parts of said goods, or leased goods used to carry out mining and exploration activity defined by the Mining Department.

        As mentioned in the preceding paragraph, the Argentina Mining Investment Law provides a double deduction on certain mining related costs. If we begin production at El Quevar, activities such as prospecting, exploration, special studies of mineralogy, metallurgy, feasibility and pilot plant studies may be offset 100% against taxable profits, and such costs may also be depreciated for tax purposes. In addition, we may benefit from tax depreciation on an accelerated basis on investments in infrastructure, machinery, equipment and vehicles used in developing production capacity or carrying out new mining projects.

Exploration Properties

 

In addition to El Quevar, we currently control a portfolio of approximately 8030 exploration properties located primarily in certain traditional precious metals producing regions of Mexico and South America,Mexico. We do not consider any of our exploration properties to be material, including severalthose noted below.

In 2015 we plan to focus propertiesour exploration efforts on selected targets in Mexico. We are focused on establishing a second group of mining assets, which may include those recently acquired assets in the Zacatecas stateParral District in Chihuahua Mexico, in order to generate sufficient revenue, along with revenue from our Velardeña Properties, to fund our continuing business activities. During 2015 we expect our expenditures for the exploration program to total approximately $3.1 million, approximately $0.4 million of which is expected to be attributable to property holding costs in Mexico.

The Parral District

Los Azules (Mexico)

In 2013 we acquired the 233 hectare Los Azules property in Chihuahua, Mexico under a purchase agreement with Minera Socavato, a private Mexico mining company. The purchase agreement, which we can terminate at any time following a short notice period, requires a series of option payments over a four-year period totaling $2.0 million, with approximately $1.7 million to be paid in 2016 and 2017, and a 5% net smelter return royalty, half of which may be repurchased for $1.0 million.

The Los Azules property is located 20 kilometers west of San Francisco de Oro in southernmost Chihuahua, Mexico.  Los Azules hosts a north south trending gold bearing epithermal quartz vein system cutting Tertiary felsic volcanics and a felsic hypabyssal stock.  We hold the concessions in the Los Azules property through our wholly-owned Mexican subsidiary Minera de Cordilleras, S. De R.L. de C.V.

In the first quarter 2014, we completed a 2,000 meter drill program to test down dip targets on the previously mined vein system. Based on results from this phase one drilling program, we conducted a phase two drill program and have completed in both programs a total of 7,475 meters in 30 holes drilled from both surface and underground. Based on these drill results and underground sampling, we believe we have identified a silver and gold deposit and expect to issue a report regarding the results of these programs in the first quarter 2015.

Santa Maria (Mexico)

On August 1, 2014, we entered into an agreement giving us the right to acquire for $1.6 million the Santa Maria mine, a privately held property comprised of a single mining claim of 18 hectares near the Parral District of southern Chihuahua State, Mexico, located approximately 20 kilometers from the Los Azules project. We have commencedcompleted an initial drill program of 11 holes totaling 2,300 meters at Santa Maria and identified a processsilver and gold deposit. We expect to issue a report on the results in the first quarter 2015. Initial payments of rationalizing our current$190,000 have been made toward the purchase of the claim with the next optional payment of $410,000 due in April 2015, and subsequent payments of $500,000 due every six months until the full $1.6 million is paid.

21



Celaya

Our Celaya properties total 6,000 hectares encompassing a strongly developed alteration system on the main Mexico Silver Belt trend located approximately 10 km east of the Plata Latina Naranjillo discovery and 50 km southeast of the historic and producing veins of the Guanajuato district. Since 2012 we have been conducting mapping and sampling exploration portfolioactivities on the properties.  In 2015 we plan to drill test northwest trending, southwest dipping structures we believe represent the tops of epithermal veins. Clay and we expectsilica alteration hosting strongly anomalous arsenic and antimony values characterize these target areas at surface.  We plan to start a 2,000 meter initial drill program in the potential monetizationfirst half of selected assets to generate value as well as significantly reduce greenfield exploration expenditures in 2012 and going forward.2015.

Other

Zacatecas (Mexico)

 

Our 100% controlled Zacatecas silver and base metals project in Mexico is in an advanced stage of exploration. Although we believe that the Zacatecas project may contain significant silver and other mineralization, we have not completed a feasibility study on the property, and the property may not advance further.


    Location and Access

 

The Zacatecas Mining District is located in the central part of Mexico, in the Faja de Plata mineral belt. Our Zacatecas project surrounds the municipalities of Zacatecas, Veta Grande, Guadalupe, Pánuco, and Morelos in the state of Zacatecas, Mexico. All of our Zacatecas properties can be easily reached within 10 kilometers from the city of Zacatecas by paved and dirt roads. A location map is shown below.

    Title and Ownership Rights

We own or control approximately 195149 concessions totaling approximately 15,0007,900 hectares in the Zacatecas project. Of these concessions, all but five are currently owned exclusively by us, and those five are under our exclusive control under purchase options with private third-party owners. The purchase options require option payments of $386,500 in 2012.

To maintain all of the concessions in the Zacatecas project, we also pay approximately $160,000$120,000 per year to the Mexican government. We are party to a finder'sfinder’s fee agreement with an individual, which requires that we pay a 1% net smelter return royalty on any mineral production from certain of our Zacatecas claims. We also have the obligation to pay a 1% net smelter return royalty on the San Sabino concession, which we may buy back for $1.0 million and a 2% net smelter return royalty on the San Gil concession. For the San Gil concession, whichon the first anniversary of production, we have the optionwill be required to purchase the San Gil royalty for $575,000.


    Property History

        The Zacatecas Mining District is located in At that time we will no longer be obligated to pay the central part of Mexico, in the Faja de Plata mineral belt. A map of the mineral belt is shown below. Production from the Zacatecas district is estimated by the Mexican Federal Mining Agency to exceed 750 million ounces of silver. The existence of mining operations or mineral deposits on adjacent properties is not indicative of whether mineral deposits occur on our properties.

    Exploration Activities

        From 1994 to 2005, we performed sporadic reconnaissance work on some of the Zacatecas concessions, including taking approximately 2,000 surface samples. In 2006, we began systematic reconnaissance work on all concessions that we controlled. On the basis of this and our previous work in the Zacatecas region, we identified the Pánuco, Muleros, El Cristo, San Manuel-San Gil, San Pedro de Hercules, and Adriana areas of interest. In these areas, we performed more detailed mapping work, as well as trenching and detailed sampling, and in the Muleros area, we completed a two-stage diamond drilling program of 37 holes totaling approximately 6,800 meters. We have also completed a three stage drilling program at the Pánuco target, which is located in the northeastern part of the Zacatecas district. At the Adriana area, located in the southern part of the Zacatecas district, we completed a program of drilling that included twelve diamond core holes totaling approximately 7,300 meters. We believe that each of the target areas has potential for the discovery of silver with associated base metals and gold. We have spent approximately $15.0 million through December 31, 2011 on exploration and property acquisition in the Zacatecas Mining District.

    Geology and Mineralization

        At a regional level, the Zacatecas Mining District is located within the physiographical provinces of the Western Sierra Madre and the Central Plateau. The basement rock units in the area include the metamorphic rocks of the Zacatecas Formation of Upper Triassic age. Overlying these rocks are the


volcano-sedimentary units of the Chilitos Formation of Upper Jurassic-Lower Cretaceous age. During the Tertiary period, a polymictic conglomerate known as the "Red Zacatecas Conglomerate" was discordantly deposited, and overlying this, andesitic to rhyolitic flows and tuffs were deposited. All units are intruded by small stocks and plugs of rhyolitic to andesitic composition.2% royalty.

 The Zacatecas Formation is composed of a sequence of sericitized phyllites and metamorphosed shales, sandstones, conglomerates and limestones. These rocks are host to some veins such as those of the El Bote vein system and the deeper portions of the Mala Noche vein system.

        The Chilitos Formation of Upper Jurassic-Lower Cretaceous age is a volcano-sedimentary sequence made up of massive and pillowed lavas of basaltic-andesitic composition with intercalations of sedimentary, volcaniclastic and calcareous rocks, metamorphosed to greenschist facies. This sequence is locally thrust over the Zacatecas Formation and is the main host rock for mineral systems in several mining districts in the region, including Zacatecas and Fresnillo.

        During the Oligocene-Miocene period, extensive deformation occurred that produced normal faulting, forming grabens and horsts bearing generally north-northeast/south-southwest. It was during this phase of deformation that most of the epigenetic mineral deposits were formed.

    Pánuco

        The Pánuco target area is located in the northeastern part of the Zacatecas district about 10 kilometers east of the Muleros area and is comprised of two main veins hosted in sedimentary rocks that outcrop for an aggregate of about five kilometers in a northwesterly direction. Vein widths range from one to three meters. Several small pits indicate mining of silver from oxidized surface rocks during Colonial times. There has been no modern exploration at Pánuco other than our activities. We have mapped the area in detail and collected approximately 400 samples from the veins and wall rocks.

        We have completed a total of 74 holes at Pánuco, including a third phase drill program consisting of 40 diamond core holes at an estimated cost of approximately $1,300,000. Our work indicates that the mineralization at Pánuco is reasonably continuous along strike and at depth. We are analyzing the information from this work to determine the next phase for the project.

    Adriana

        We have identified a prospective copper-silver target in the southern part of the Zacatecas district. The Adriana area is located to the west of Capstone Mining's Cozamin mining property, where they announced the discovery of significant copper-silver mineralization in the footwall of the Mala Noche vein, the principal host of the mineralization in the Cozamin mine. Our claims abut the Capstone claims immediately to the west of their property. We have determined that both the Mala Noche structure and the footwall structure extend onto our property. Our mapping and sampling has traced these structures for more than one kilometer to the west and northwest, and we have obtained copper, zinc and silver values from sampling that appear to be consistent with the upper part of the Mala Noche vein. Capstone has drilled at least six exploration holes within 25 meters of our common property boundary. We completed a program of drilling that included twelve diamond core holes totaling approximately 7,300 meters to test the Mala Noche structures. We intercepted zinc rich sulfide bearing vein material with associated silver and copper in ten of the twelve drill holes. We are analyzing our results to determine the next phase of work at Adriana.

San Diego (Mexico)

 Following our business combination with ECU in September of 2011, we

We own a 50% interest in the San Diego silver and gold exploration property, which is subject to a joint venture agreement between ECU and Golden Tag Resources Ltd. (“Golden Tag”), with each company holding 50% of the joint venture. The


property consists of four concessions and the operationsexploration activities of the joint venture are currently being managed by Golden Tag. Until March 2015, Golden Tag has the option to earn an additional 10% interest in this joint venture by making expenditures related to further exploration drilling and completing an updated resource assessment.  We hold the concessions in the San Diego property through our wholly-owned Mexican subsidiary Minera William S.A. de C.V.

 

The San Diego property, located in the State of Durango, Mexico, is situated approximately nine kilometers northeast of the Velardeña propertyProperties and contains the La Cruz-La Rata and El Trovador mines as well as a number of other shallower shafts which were sunk on narrower veins such as the Cantarranas, Montanez and El Jal. The mineralization at San Diego is similar in many respects to that at our Velardeña OperationsProperties but appears to contain less gold. During 2011, the joint venture conducted a Phase 5 program of diamond core drilling to test for continuity of the narrow veins and other mineralization at depth and along strike. The program included 11 holes totaling about 10,400 meters. We intercepted the targeted veins and other mineralized zones in most of the holes. The results of this work are being compiled and analyzed to determine the next phase of work.

Farm-outs, Royalties and Other Dispositions

 

Exploration properties that we determinechoose not to advance are evaluated for joint venture, sale of all or a partial interest and royalty potential. We currently have minority ownership interests and/or royalties in or have disposed of the following properties that were once part of our exploration portfolio:

    Platosa·Zacatecas Royalty (Mexico).  During 2004, we soldWith respect to Excellon the mineral rights tocertain concessions in a portion of our Platosa silver-lead-zinc propertyZacatecas project in Mexico and we retained a 3% net smelter return royalty interest over the portion sold. In November 2009, we sold our 49% joint venture interest in the Platosa project to Excellon. We received a cash payment of $2.0 million and converted our 3% net smelter return royalty in a portion of the property to a 1% net smelter return royalty over all of the Platosa property.

    Zacatecas Royalty (Mexico).  In August 2009, we sold to a subsidiary of Capstone Mining Corp. the mineral rightsin 2009, we are entitled to a portion of our Zacatecas project in Mexico; namely, the Esperanza, San Francisco, and Santa Rita concessions immediately adjacent to Capstone's Cozamin Mine. The purchase price we received for the three concessions included (a) an initial payment of $1.0 million, (b) future cash payments of a net smelter return of 1.5% on the first one million tonnes of production from the acquired claims,concessions sold, and (c) cash payments equivalent to a 3% net smelter return on production in excess of one million tonnes from the acquired claims.concessions sold. Additionally, the net smelter return on production in excess of one million tonnes escalates by 0.5% for each $0.50 increment in copper price above $3.00 per pound of copper. There is currently no production on these concessions.



    ·

    Paca Pulacayo (Bolivia). In January 2011, we closedFortuna Royalty (Peru)We are entitled to a purchase and sale agreement with Apogee Minerals Limited ("Apogee") wherebynet smelter return of 2.5% from a mining claim in Peru we sold to Apogee all ofCompañia Minera Fortuna in August 2012. There is currently no production related to this claim.

    ·Zacatecas Concessions (Mexico)During the issued and outstanding shares of a Bolivian subsidiary that held a 100% interestthird quarter 2014 we sold 45 mining concessions totaling 770 hectares located in the Paca PulacayoZacatecas District, Zacatecas State, Mexico, to Capstone Mining Group for the sum of $700,000 and recorded a $0.5 million gain on the sale.

    22



· Minera Silex Peru Sale (Peru)During the third quarter 2014 we entered into an option agreement with a private party to sell our 1,100 hectare Peruvian Otuzco property for $450,000. At that time we had received $150,000 under this agreement, with the remainder payable in Bolivia. Pursuant to2015 if the agreement, Apogee issued to us 5,000,000 common shares, which we subsequently sold. In June 2012, Apogeeoption is required to issue to us an additional 3,000,000 common sharesmaintained and pay us $500,000.exercised.


Executive Officers of Golden Minerals

Name

Age

Position

Jeffrey G. Clevenger

65

62

Chairman, President and Chief Executive Officer

Jerry W. Danni

59Executive Vice President

Deborah J. Friedman(1)

62

59

Senior Vice President, General Counsel and Corporate Secretary

Warren M. Rehn

60

57

Senior Vice President, Exploration and Chief Geologist

Robert P. Vogels

57

54

Senior Vice President and Chief Financial Officer


(1)

Ms. Friedman is a partner at Davis Graham & Stubbs LLP and devotes approximately half her time to service as Senior Vice President, General Counsel and Corporate Secretary of Golden Minerals.

Jeffrey G. Clevenger.  Mr. Clevenger has served as our Chairman of the Board and as our President and Chief Executive Officer since March 2009. He served as a director and President and Chief Executive Officer of Apex Silver from October 2004 throughuntil March 2009. Mr. Clevenger worked as an independent consultant from 1999 when Cyprus Amax Minerals Company, his previous employer, was sold until he joined us in 2004. Mr. Clevenger served as Senior Vice President and Executive Vice President of Cyprus Amax Minerals Company from 1993 to 1998 and 1998 to 1999, respectively, and as President of Cyprus Climax Metals Company and its predecessor, Cyprus Copper Company, a large integrated producer of copper and molybdenum with operations in North and South America, from 1993 to 1999. He was Senior Vice President of Cyprus Copper Company from August 1992 to January 1993. From 1973 to 1992, Mr. Clevenger held various technical, management and executive positions at Phelps Dodge Corporation, including President and General Manager of Phelps Dodge Morenci, Inc. He is a Member of the American Institute of Mining, Metallurgical and Petroleum Engineers and the Metallurgical Society of America. Mr. Clevenger holds a B.S. in Mining Engineering with Honors from the New Mexico Institute of Mining and Technology and is a graduate of the Advanced International Senior Management Program of Harvard University.

        Jerry W. Danni.    Mr. Danni was appointed Executive Vice President on May 27, 2010, after serving as Senior Vice President, Corporate Affairs since March 24, 2009. Mr. Danni joined Apex Silver Mines Limited in February 2005 as the Senior Vice President, Environment, Health and Safety and in March 2005 was appointed Senior Vice President, Corporate Affairs. Prior to joining Apex Silver Mines Limited, Mr. Danni served as Senior Vice President, Environment Health and Safety of Kinross Gold Corporation from January 2000 until February 2005 and as Vice President, Environmental Affairs from July 2000 until January 2003. While at Kinross he was instrumental in the design and implementation of integrated environmental, and health and safety systems and processes for Kinross operations worldwide, and was also responsible for management of the Reclamation Operations Business Unit. From 1994 to July 2000, Mr. Danni was the Vice President of Environmental Affairs for Cyprus Climax Metals Company. Prior to working for Cyprus, Mr. Danni held senior environmental, and health and safety management positions with Lac Minerals Ltd. and Homestake Mining Company. Mr. Danni holds a B.S. in Chemistry from Western State College, and is a member of the Society of Mining Engineers and a past director of the National Mining Association.

Deborah J. Friedman.  Ms. Friedman was appointed Senior Vice President, General Counsel and Corporate Secretary onin March 24, 2009. She was previously appointedserved as Senior Vice President, General Counsel and Corporate Secretary of Apex Silver Mines Limited infrom July 2007.2007 until March 2009. Ms. Friedman is also a partner at Davis Graham & Stubbs LLP, where her practice focuses primarily on securities, finance and transactional matters for publicly-traded mining companies. She was on leave from Davis Graham & Stubbs LLP from July 2007 to May 2009 while she was employed by Apex Silver Mines Limited.Silver. Ms. Friedman has been a partner at Davis Graham & Stubbs LLP since August 2000, and she was of counsel to the firm from May 1999 through August 2000. From 1982 through 1994, Ms. Friedman held


various positions in the law department of Cyprus Amax Minerals Company, including General Counsel and Associate General Counsel, and served from 1994 to 1998 as the General Counsel of AMAX Gold Inc. Prior to working for Cyprus, Ms. Friedman was an associate in several Denver law firms from 1977 to 1982. Ms. Friedman holds a B.A. in History from the University of Illinois and a J.D. from the University of Michigan Law School.

Warren M. Rehn.  Mr. Rehn was appointed Vice President, Exploration and Chief Geologist onin February 13,2012 and subsequently promoted to Senior Vice President, Exploration and Chief Geologist in December 2012. From 2006 until February 2012, Mr. Rehn held various positions at Barrick Gold Exploration, Inc., serving most recently as Chief Exploration Geologist.Geologist for the Bald Mountain and Ruby Hill mining units. From 2005 until 2007, Mr. Rehn was a consultantconsulting geologist for Gerson Lehman Group, which provides consulting services to various industries, including geology and mining. Mr. Rehn served as a Consulting Senior Geologist at Placer Dome Exploration, Inc. in 2004 and as an independent consulting geologist throughout the Americas from 1994 until 2003. He served as a Senior Geologist at Noranda Exploration, Inc. from 1988 until 1994. Mr. Rehn holds an M.S. in Geology from the Colorado School of Mines and a B.S. in Geological Engineering from the University of Idaho.

Robert P. Vogels.  Mr. Vogels was named Senior Vice President and Chief Financial Officer onin March 24, 2009. Mr. Vogels served as Controller of Apex Silver from January 2005 to March 2009 and was named Vice President in January 2006. Prior to joining Apex Silver, Mr. Vogels served as corporate controller for Meridian Gold Company from January 2004 until December 2004. He served as the controller of INCO Limited'sLimited’s Goro project in New Caledonia from October 2002 to January 2004. Prior to joining INCO, Mr. Vogels worked from 1985 through October 2002 for Cyprus Amax Minerals Company, which was acquired in 1999 by Phelps Dodge Corp. During that time, he served in several capacities, including as the controller for its El Abra copper mine in Chile from 1997 until March 2002. Mr. Vogels began his career in public accounting as a CPA. He holds a B.Sc. in accounting and an MBA degree from Colorado State University.

23



Board of Directors of Golden Minerals

Name

Age

Occupation

Jeffrey G. Clevenger

65

Chairman, President and Chief Executive Officer, Company

W. Durand Eppler (1),(3)

61

Partner, Sierra Partners, LLC

Michael T. Mason (3)

70

Chief Executive Officer and Director, Geovic Mining Corporation

Ian Masterton-Hume (2)

64

Corporate Director and Member, Sentient Business Council

Kevin R. Morano (2),(3)

61

Managing Principal, KEM Capital LLC

Terry M. Palmer (1),(3)

70

Principal, Marrs, Sevier & Company LLC

Andrew N. Pullar

43

Chief Executive Officer and Director, The Sentient Group

David H. Watkins (1),(2)

70

Chairman, Atna Resources Ltd.


Committee Membership

(1)  Audit

(2)  Compensation

(3)  Corporate Governance

Metals Market Overview

 

We are an emerging precious metals producerexploration company with silver and gold mining operationsproperties in Mexico and a large silver advanced exploration project in Argentina. Descriptions of the markets for these metals are provided below.


Silver Market

 

Silver has traditionally served as a medium of exchange, much like gold. Silver'sSilver’s strength, malleability, ductility, thermal and electrical conductivity, sensitivity to light and ability to endure extreme changes in temperature combine to make it a widely used industrial metal. While silver continues to be used as a form of investment and a financial asset, the principal uses of silver are industrial, primarily in electrical and electronic components, photography, jewelry, silverware, batteries, computer chips, electrical contacts, and high technology printing. Silver'sSilver’s anti-bacterial properties also make it valuable for use in medicine and in water purification. Additionally, the use of silver in the photovoltaic and solar panel industries is growing rapidly, and new uses of silver are being developed in connection with the use of superconductive wire and radio frequency identification devices.

 

Most silver productionproduct is obtained from mining operations in which silver is not the principal or primary product. The CPM Group, a precious metal and commodities consultant,Silver Institute, an international silver industry association, estimates in its Yearbook 20112014 World Silver Survey that approximately 80%only around 30% of minedoutput comes from so-called primary silver mines, where silver is produced as a by-productthe main source of mining lead, zinc, gold or copper deposits.revenue.


 

The following table sets forth for the periods indicated on the London Fix high and low silver fixes in U.S. dollars per troy ounce. On March 5, 2012,February 25, 2015, the closing price of silver was $34.18$16.51 per troy ounce.

 

 

Silver

 

Year

 

High

 

Low

 

2009

 

$

19.18

 

$

10.51

 

2010

 

$

30.70

 

$

15.14

 

2011

 

$

48.70

 

$

26.16

 

2012

 

$

37.23

 

$

26.67

 

2013

 

$

32.23

 

$

18.61

 

2014

 

$

22.05

 

$

15.28

 

2015*

 

$

18.23

 

$

15.71

 

 
 Silver 
Year
 High Low 

2007

 $15.82 $11.67 

2008

 $20.92 $8.88 

2009

 $19.18 $10.51 

2010

 $30.70 $15.14 

2011

 $48.70 $26.16 

2012*

 $37.23 $28.78 

*
Through March 5, 2012.


*
Gold Market
Through February 25, 2015.

 

Gold Market

Gold has two main categories of use: fabrication and investment. Fabricated gold has a variety of end uses, including jewelry, electronics, dentistry, industrial and decorative uses, medals, medallions and official coins. Gold investors buy gold bullion, official coins and jewelry. The supply of gold consists of a combination of production from mining and the draw-down of existing stocks of gold held by governments, financial institutions, industrial organizations and private individuals.

 

24



The following table sets forth for the periods indicated on the London Fix AM high and low gold fixes in U.S. dollars per troy ounce. On March 5, 2012,February 25, 2015, the closing price of gold was $1,698.00$1,204.75 per troy ounce.

 

 

Gold

 

Year

 

High

 

Low

 

2009

 

$

1,218.25

 

$

813.00

 

2010

 

$

1,426.00

 

$

1,052.25

 

2011

 

$

1,896.50

 

$

1,316.00

 

2012

 

$

1,790.00

 

$

1,537.50

 

2013

 

$

1,693.75

 

$

1,192.00

 

2014

 

$

1,385.00

 

$

1,142.00

 

2015*

 

$

1,275.95

 

$

1,172.00

 

 
 Gold 
Year
 High Low 

2007

 $841.75 $608.30 

2008

 $1,023.50 $692.50 

2009

 $,1218.25 $813.00 

2010

 $1,426.00 $1,052.25 

2011

 $1,896.50 $1,316.00 

2012*

 $1,788.00 $1,590.00 

*
Through March 5, 2012.

Employees*Through February 25, 2015.

 

Employees

We currently have approximately 680293 employees, including 159 in Golden, approximately 600250 in Torreón, Mexico or at the Velardeña Operations, approximately 15Properties, 9 in Argentina in connection with the El Quevar project, and approximately 5025 in various foreign exploration offices.

CustomersCompetition

 Following our business combination with ECU in September 2011, all of our revenues from mining operations have been attributable to gold and silver doré bars that we sold to a single customer pursuant to a purchase contract with a three year term expiring on September 17, 2013. Under the purchase contract, we are required to sell to the customer all of the doré bars produced from the Velardeña Operations. The doré bars sold to the customer are transported by truck from the Velardeña Operations to third party refineries, currently to a refinery located in Chicago, Illinois. The global gold and silver markets are competitive with numerous banks and refineries willing to buy doré on short notice. Therefore, we believe that the loss of this customer as the buyer of our doré bars would not materially delay or disrupt revenues. We also expect that, as our production increases beyond our doré production capacity, future sales of additional products, such as concentrates and precipitates, to other


third party refineries will generate an increasing portion of our revenues and decrease our reliance on the sale of doré bars.

Competition

There is aggressive competition within the mining industry for the acquisition and development of a limited number of mineral resource opportunities, and many of the mineral resource developmentmining companies with which we compete have greater financial and technical resources than we do. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, as well as on exploration and developmentadvancement of their mineral properties. We also compete with other mining companies for the acquisition and retention of skilled mining engineers, mine and processing plant operators and mechanics, geologists, geophysicists and other experienced technical personnel. Our competitive position depends upon our ability to successfully and economically developadvance new and existing silver and gold properties. Failure to achieve and maintain a competitive position could adversely impact our ability to obtain the financing necessary for us to developadvance our mineral properties.

Available Information

We make available, free of charge through our website atwww.goldenminerals.com, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act, of 1934, as amended (the "Exchange Act"), as soon as reasonably practicable after such material is electronically filed with or furnished to the United States Securities and Exchange Commission ("SEC").SEC. Information on our website is not incorporated into this annual report on Form 10-K and is not a part of this report.  Additionally, the public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.


ITEM 1A:  RISK FACTORS

 

Investors in Golden Minerals should consider carefully, in addition to the other information contained in, or incorporated by reference into, this annual report on Form 10-K, the following risk factors:

We have historically incurred operating losses and operating cash flow deficits and we expect we will continue to incur operating losses and operating cash flow deficits through 2012.2015; our potential profitability in the foreseeable future would depend on our ability to mine at our Velardeña Properties on a profitable basis and on our ability to generate sufficient revenue from other sources to fund our continuing activities.

 

We have a history of operating losses and we expect that we will continue to incur operating losses unless and until such time as our Velardeña Operations in Central Mexico, theProperties, our El Quevar project, in Argentina, or another of our exploration properties, including those recently acquired assets in the Parral District in Chihuahua Mexico, generates sufficient revenue to fund our continuing operations. Our current projectionbusiness activities. If we are successful at mining at the Velardeña Properties on a profitable basis, it is unlikely that revenues generated by productionthose activities will generate sufficient revenue to fund all of our continuing business activities as currently conducted. In that case, operating losses would continue until we develop or acquire

25



sufficient additional sources of revenue. There is no assurance that we will develop additional sources or revenue.

In addition, the potential profitability of mining and processing at ourthe Velardeña Operations will exceed our company-wide expenses by the end of 2012Properties is subject tobased on a number of assumptions. For example, we may not achieveprofitability will depend on metal prices, costs of materials and supplies, costs at the significant increases in production that we project to occur during 2012,mines and silverprocessing plants and gold prices may not average $30.00 per ounce and $1,500.00 per ounce, respectively. In addition, we expect our operating expenses, capital expenditures and other expenses will increase as we advance the anticipated expansion of the Velardeña Operations and exploration, development and commercial production of our properties. The amounts and timing of expenditures, will depend on the progress of our effortsand assumptions related to expand productionprofitability at other than the Velardeña Operations, advanceProperties could include expenditures to maintain our El Quevar project and to continue exploration at these and other exploration properties, the results of consultants' analyses and recommendations, the rate at which operating losses are incurred, prices for our saleable metals, costs of materials and supplies, the execution of any joint venture agreements withpotential strategic partners, if any, and our potential future acquisition of additional properties,acquisitions or other transactions, in addition to other factors, many of which are and will be beyond our control. If our expectations for 2012 proveWe cannot be certain we will be able to be incorrect, we could face substantialgenerate sufficient revenue from the Velardeña Properties or other sources, to achieve profitability and eliminate operating cash lossesflow deficits, or to cease to require additional funding.

We may require additional external financing to fund our continuing business activities in the future.

As of December 31, 2014, we had approximately $8.6 million in cash and be required to significantly change our operating and expansion plans. Wecash equivalents. With anticipated costs during 2015, we expect that our current cash and cash equivalent balance would be depleted to approximately $2.0 million by the advancementend of 2015. Even with the restart of mining at the Velardeña Properties in July 2014, our cash balance for 2015 might not be sufficient to provide adequate cash reserves in the event of decreasing metals prices, unexpected costs in connection with optimization of mining and processing at the Velardeña Properties or developmentto pursue further exploration of our properties in Mexico, requiring us to seek additional funding from equity or debt or from monetization of non-core assets.

We do not have a credit, off-take or other commercial financing arrangement in place that would finance our general and anyadministrative costs and other propertiesworking capital needs to fund our continuing business activities in the future, and we believe that securing credit for these purposes may acquire will requirebe difficult given our limited history and the commitmentcontinuing volatility in global credit and commodity markets. In addition, commercial financing arrangements may not be available on favorable terms or on terms that would not further restrict our flexibility and ongoing ability to meet our cash requirements over a reasonable period of substantial resources. There cantime. Access to public financing has been negatively impacted by the volatility in the credit markets and metals prices, which may affect our ability to obtain equity or debt financing in the future and, if obtained, to do so on favorable terms. We also may not be no assuranceable to obtain funding by monetizing additional non-core exploration or other assets at an acceptable price. We cannot assure you that we will continuebe able to generate revenuesobtain financing to fund our general and administrative costs and other working capital needs to fund our continuing business activities in the future on favorable terms or at all.

Since we have recommenced mining at our Velardeña Properties, we are likely to enter into a collective bargaining agreement with a union in the future and we will ever achieve profitability.remain subject to Mexican labor and employment regulations, which may adversely affect our mining activities and financial condition.

Prior to the suspension of our Velardeña Properties in June 2013, our employees in Mexico were represented by a union, and our relationship with our employees was governed by collective bargaining agreements. Upon recommencement of mining at our Velardeña Properties, our mining activities are not subject to collective bargaining agreements. However, we currently have an agreement with the union that allows us to mine without a full scale collective bargaining agreement, which we will likely have to enter into in the future. Any collective bargaining agreement that we enter into with the union may restrict our mining flexibility in and impose additional costs on our mining activities. In addition, relations between us and our employees in Mexico may be affected by changes in regulations or labor union requirements regarding labor relations that may be introduced by the Mexican authorities or by labor unions. Changes in legislation or in the relationship between us and our employees may have a material adverse effect on our mining activities and financial condition.

Our ability to successfully conduct mining and processing activities at our Velardeña Properties and potentially obtain long-term cash flow and profitability from our Velardeña Properties or other properties in the future will be affected by changes in prices of silver, gold and other metals.

Our ability to successfully conduct mining and processing activities at our Velardeña Properties, to establish reserves and advance our exploration properties, and to become profitable in the future, as well as our long-term viability, depend, in large part, on the market prices of silver, gold, zinc, lead, copper and other metals. The market prices for these metals are volatile and are affected by numerous factors beyond our control, including:

·global or regional consumption patterns;

·supply of, and demand for, silver, gold, zinc, lead, copper and other metals;

·speculative activities and hedging activities;

26



·expectations for inflation;

·political and economic conditions; and

·supply of, and demand for, consumables required for extraction and processing of metals.

The declines in silver and gold prices in 2013 and 2014 had a significant impact on our mining activities and a similar decline in these prices in the future could negatively affect mining activities at the Velardeña Properties. Additionally, future weakness in the global economy could increase volatility in metals prices or depress metals prices, which could also affect our mining and processing plans at our Velardeña Properties or make it uneconomic for us to engage in mining or exploration activities. Volatility or sustained price declines may also adversely affect our ability to build or continue our business.

Products processed from our Velardeña Properties could contain higher than expected contaminates, thereby negatively impacting our financial condition.

Our mining plan calls for the processing of mined material to make gold and silver bearing lead, zinc and pyrite concentrates. In 2014 we processed mined material to make gold and silver bearing lead and zinc concentrates, and in 2015 we expect to also make saleable pyrite concentrates. Concentrate treatment charges paid to smelters and refineries include penalties for certain elements, including arsenic and antimony that exceed contract limits. It is possible that our concentrates will contain higher amounts of these elements than we anticipate.  This can occur due to unexpected variations in the occurrence of these elements in the material mined, problems that occur during blending of material from various locations in the mine prior to processing and other unanticipated events. If our concentrates include higher than expected contaminants, we would incur higher treatment expenses and penalty charges, which could increase our costs and negatively impact our business, financial condition and results of operations.

As a result of our business combination with ECU, presents challenges associated with integrating operations, personnel and other aspectswe have assumed all historical ECU liabilities, some of the companies and assumption of liabilities that may exist at ECU andwhich are known or which may bebecome known or unknown by Golden.Golden Minerals.

 On

In September 2, 2011, we completed a business combination with ECU (the "Transaction"“Transaction”), which at that time owned and operated mines in the Velardeña Mining District in the State of Durango, Mexico that produce silver, gold, zinc and lead. Our future operating and financial results will depend in part upon our ability to integrate our business with ECU's business in an efficient and effective manner. Our efforts to integrate two companies that have previously operated independently mayProperties. As a result in significant challenges, and we may be unable to accomplish the integration smoothly or successfully. In particular, the necessity of coordinating geographically dispersed organizations and addressing possible differences in corporate cultures and management philosophies may increase the difficulties of integration. We have not previously conducted mining operations in Mexico. We are dedicating significant management resources to the operation of ECU's former mines in Mexico, which may temporarily distract management's attention from the day-to-day operations of the businesses of the combined company. We are changing certain aspects of the Mexican mining operations and the ways in which the business related to the mining operations was conducted, which is requiring retraining and development of new procedures and methodologies, additions and changes in personnel and other changes. The process of integrating operations and making such adjustments could cause an interruption of, or loss of momentum in, the activities of one or more of our businesses and the loss of key personnel. Employee uncertainty, lack of focus or turnover during the integration process may also disrupt our businesses.


Any inability of management to integrate the operations successfully could have a material adverse effect on our business and financial condition.

        In addition,Transaction, we are now subject to the environmental, contractual, tax and other obligations and liabilities of ECU, some of which may be unknown. For example, we received notices from Mexican tax authorities regarding approximately $1.4 million in social security taxes alleged to be due for previous years, which have been paid by us but are currently beingwhich we have challenged for refund. There can be no assurance that we are aware of all obligations and liabilities related to the historical operationsbusiness of ECU. These liabilities, and other liabilities related to ECU's operationsECU’s business not currently known to us or that prove to be more significant than we currently anticipate, could negatively impact our business, financial condition and results of operations.

The presentation of historical financial statements of ECU will not be comparable to the presentation of financial results from the Velardeña Operations.

        Until completion ofProperties, the Transaction, ECU was a publicly-traded Québec corporation whose financial statements, until December 31, 2010, were prepared in accordance with Canadian GAAP,El Quevar project and since January 1, 2011, have been prepared in accordance with IFRS. ECU is now our wholly-owned subsidiary, and its financial statements after September 2, 2011 are and will continue to be consolidated with ours and prepared in accordance with U.S. GAAP. Under Canadian GAAP and IFRS, ECU capitalized exploration and development costs incurred during the development stage, including operating expenses at the Velardeña Operations, and offset those capitalized costs with revenue generated from saleable minerals. Under U.S. GAAP, we are reporting operating expenses at the Velardeña Operations as expenses on the statement of operations, and revenues generated from our sales are reported as revenues on the statement of operations. In 2012, this may have the effect of increasing our losses. For example, if ECU had reported in U.S. GAAP on this basis for the fiscal year ended December 31, 2010, its net losses would have increased by approximately $2.5 million. Because of these and other differences, ECU's historical financial results related to the Velardeña Operations will not be comparable to the results of those operations as they will appear in our consolidated financial statements.

Our properties may not contain mineral reserves.

 None

We are considered an exploration stage company under SEC Industry Guide 7, and none of the properties at our Velardeña Operations,Properties, the El Quevar project, or any of our other properties have been shown to contain proven or probable mineral reserves. Expenditures made in mining at the Velardeña OperationsProperties or the exploration and advancement of our El Quevar project or other properties may not result in positive cash flow or in discoveries of commercially recoverable quantities of ore. Most exploration projects do not result in the discovery of commercially mineable ore deposits, and we cannot assure you that any mineral deposit we identify will qualify as an orebody that can be legally and economically exploited or that any particular level of recovery from discovered mineralization will in fact be realized.

 Micon International Limited has

Tetra Tech completed a technical reportsreport on our Velardeña Properties, which indicated the presence of mineralized material, and RungePincockMinarco completed a technical report on our El Quevar property, which indicated the presence of "mineralized material," and on the Velardeña District properties formerly owned by ECU, which indicated the presence of measured, indicated and inferred resources.mineralized material. Mineralized material and measured, indicated and inferred resource figures based on estimates made by geologists are inherently imprecise and depend on geological interpretation and statistical inferences drawn from drilling and sampling that may prove to be unreliable or inaccurate. We cannot assure you that these estimates will beare accurate or that proven and probable mineral reserves will be identified at El Quevar, the Velardeña OperationsProperties, El Quevar or any of our other properties. Even if the presence of reserves is established at a project, the economic viability of the project may not justify exploitation. We have spent significant amounts on the evaluation of El Quevar prior to establishing the economic viability of that project.


 

Estimates of reserves, mineral deposits and productionmining costs also can be affected by factors such as governmental regulations and requirements, fluctuations in metals prices or costs of essential materials or supplies, environmental factors, unforeseen technical difficulties and unusual or unexpected geological formations. In addition, the grade of ore ultimately mined may differ from that indicated by drilling results, sampling, feasibility studies or technical reports. Short termShort-term factors relating to reserves, such as the need for orderly development of ore bodies or the processing of new or different grades, may also have an adverse effect on mining operations and on the results of operations. Silver, gold or other minerals recovered in small scalesmall-scale laboratory tests may not be duplicated in large scalelarge-scale tests under on-site productionprocessing conditions.

We would require substantial external funding to continue the advancement of theThe Velardeña Operations beyond the current phased expansion and for the potential development of the El Quevar project.

        We would require substantial funds from external sources in order to advance the Velardeña Operations beyond the current phased expansion and for the potential development of the El Quevar project, as we do not expect that cash generated by the Velardeña Operations will be sufficient to fund these activities. The size and capital cost for additional expansion of the Velardeña Operations, including the completion of the proposed 2,000 tonne per day sulfide plant, or a possible mine and processing facilities at El Quevar have not been determined and would depend, among other things, on the results of our ongoing efforts to further analyze the potential Velardeña Operations expansion and to further define the Yaxtché deposit at El Quevar. We do not have a credit agreement in place that would finance the completion of the proposed 2,000 tonne per day sulfide plant or the possible development ofProperties, the El Quevar project and we believe that securing credit for these projects may be difficult given our limited history and the continuing volatility in global credit markets. Access to public financing has been negatively impacted by the volatility in the credit markets, which may impact our ability to obtain equity or debt financing in the future and, if obtained, to do so on favorable terms. We also may not be able to obtain funding by monetizing non-core exploration portfolio assets at an acceptable price. We cannot assure you that we will be able to obtain the necessary financing for the advancement of the Velardeña Operations beyond the current phased expansion or the potential development of the El Quevar project on favorable terms or at all.

Ourother properties are subject to foreign environmental laws and regulations which could materially adversely affect our future operations.business.

 

We conduct mining activities in Mexico and mineral exploration activities primarily in Argentina Mexico and Peru.Mexico. These countries have laws and regulations that control the exploration and mining of mineral properties and their effects on the environment, including air and water quality, mine reclamation, waste generation, handling and disposal, the protection of different species of flora and fauna and the preservation of lands. These laws and regulations require us to acquire permits and other authorizations for conducting certain activities. In many countries, there is relatively new comprehensive environmental legislation, and the permitting and authorization process may not be established or predictable. We may not be able to acquire necessary permits or authorizations on

27



a timely basis, if at all. Delays in acquiring any permit or authorization could increase the cost of our projects and could suspend or delay the commencement of production.extraction and processing of mineralized material.

 Environmental legislation in many countries is evolving in a manner that will likely require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. We cannot predict what environmental legislation or regulations will be enacted or adopted in the future or how future laws and regulations will be administered or interpreted. For example, in September 2010, the Argentine National Congress passed legislation which prohibits mining activity in glacial and surrounding areas. Although we do not


currently anticipate that this legislation will impact the El Quevar project, the legislation provides an example of the evolving environmental legislation in the areas in which we operate. Compliance with more stringent laws and regulations, as well as potentially more vigorous enforcement policies or regulatory agencies or stricter interpretation of existing laws, may (i) necessitate significant capital outlays, (ii) cause us to delay, terminate or otherwise change our intended activities with respect to one or more projects, or (iii) materially adversely affect our future exploration activities.

        Many of our exploration properties are located in historic mining districts where prior owners may have caused environmental damage that may not be known to us or to the regulators. In most cases, we have not sought complete environmental analyses of our mineral properties and have not conducted comprehensive reviews of the environmental laws and regulations in every jurisdiction in which we own or control mineral properties. To the extent we are subject to environmental requirements or liabilities, the cost of compliance with these requirements and satisfaction of these liabilities could have a material adverse effect on our financial condition and results of operations. If we are unable to fully fund the cost of remediation of any environmental condition, we may be required to suspend activities or enter into interim compliance measures pending completion of the required remediation.

Our Velardeña OperationsProperties are subject to regulation by SEMARNAT, the environmental protection agency of Mexico. In order to permit new facilities at or expand existing facilities, such as the proposed 2,000 tonne per day sulfide plant, regulations require that an environmental impact statement, known in Mexico as a Manifestación de Impacto Ambiental, be prepared by a third-party contractor for submission to SEMARNAT. Studies required to support the Manifestación de Impacto Ambiental include a detailed analysis of soil, water, vegetation, wildlife, cultural resources and socio-economic impacts. The Manifestación is then published on SEMARNAT'sSEMARNAT’s web page and in its official gazette in a national and local newspaper. The Manifestación is discussed at various open hearings, including hearings in the local communities, at which third parties may voice their views. We would be required to provide proof of local community support of the Manifestación as a condition to final approval.

 

Environmental legislation in Mexico is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors and employees. For example, onin January 28, 2011, Article 180 of the Mexican Federal General Law of Ecological Balance and Environmental Protection was amended. Among other things, this amendment extendsextended the term during which an individual or entity having a legitimate interest may contest administrative acts, including environmental authorizations, permits or concessions granted, without the need to demonstrate the actual existence of harm to the environment, natural resources, flora, fauna or human health, making it sufficient to argue that harm may be caused. Further, the amendment permits the contesting party to challenge a Manifestación de Impacto Ambiental through a variety of administrative or court procedures. As a result of the amendment, more legal actions supported or sponsored by non-governmental groups interested in halting projects may be filed against companies operating in all industrial sectors, including the mining sector. Mexican operations are also subject to the environmental agreements entered into by Mexico, the United States and Canada in connection with the North American Free Trade Agreement. Further, onin August 30, 2011, certain amendments to the Civil Federal Procedures Code ("CFPC"of Mexico (“CFPC”) were published in the Official Daily of the Federation. The amendments establish three categories of collective actions by which 30 or more people claiming injury resulting from, among other things, environmental harm, will be deemed to have a sufficient and legitimate interest in seeking, through a civil procedure, restitution, economic compensation or suspension of the activities from which the alleged injury derived. TheThese amendments to the CFPC will become effective six months after the date of their publication and may result in more litigation by plaintiffs seeking remedies for alleged environmental harms, including suspension of the activities alleged to cause harm.


Future changes in environmental regulation in the jurisdictions where the minesVelardeña Properties are located may adversely affect our operations,business, make our operationsbusiness prohibitively expensive, or prohibit themit altogether.

Environmental legislation in many other countries, in addition to Mexico, is evolving in a manner that will likely require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. We cannot predict what environmental legislation or regulations will be enacted or adopted in the future or how future laws and regulations will be administered or interpreted. For example, in September 2010, the Argentine National Congress passed legislation which prohibits mining activity in glacial and surrounding areas. Although we do not currently anticipate that this legislation will impact the El Quevar project, the legislation provides an example of the evolving environmental legislation in the areas in which we operate. Compliance with more stringent laws and regulations, as well as potentially more vigorous enforcement policies or regulatory agencies or stricter interpretation of existing laws, may (i) necessitate significant capital outlays, (ii) cause us to delay, terminate or otherwise change our intended activities with respect to one or more projects, or (iii) materially adversely affect our future exploration activities.

The Velardeña Properties and many of our exploration properties are located in historic mining districts where prior owners, including ECU in the case of the Velardeña Properties, may have caused environmental damage that may not be known to us or to the regulators. At the Velardeña Properties and in most other cases, we have not sought complete environmental analyses of our mineral properties. We have not conducted comprehensive reviews of the environmental laws and regulations in every jurisdiction in which we own or control mineral properties. Insurance fully covering many environmental risks (including potential liability for pollution or other hazards as a result of disposal of waste products occurring from exploration and mining) is not generally available. To the extent environmental hazards may exist on the properties in which we currently hold interests, or may hold interests in the future, that are unknown to us at present and that have been caused by us, or previous owners or operators, or that may have occurred naturally. Wenaturally, and to the extent we are subject to environmental requirements or liabilities, the cost of compliance with these requirements and satisfaction of these liabilities could have a material adverse effect on our financial condition and results of operations. If we are unable to fully fund the cost of remediation of any environmental condition, we may be liable for remediating any damage that ECU may have caused. The liability could include response costs for removingrequired to suspend activities or remediatingenter into interim compliance measures pending completion of the release of hazardous materials and damage to natural resources, including ground water, as well as the payment of fines and penalties.required remediation.

 Insurance fully covering many environmental risks (including potential liability for pollution or other hazards as a result of disposal of waste products occurring from exploration and production) is not generally available.

In addition, U.S. or international legislative or regulatory action to address concerns about climate change and greenhouse gas emissions could negatively impact our operations.business.

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Title to the Velardeña Properties and our other properties may be defective or may be challenged.

 

Our policy is to seek to confirm the validity of our rights to, title to, or contract rights with respect to, each mineral property in which we have a material interest. However, we cannot guarantee that title to our properties will not be challenged. Title insurance generally is not available for our mineral properties, and our ability to ensure that we have obtained secure rights to individual mineral properties or mining concessions may be severely constrained. Accordingly, the Velardeña Properties and our other mineral properties may be subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other things, undetected defects. In addition, we may be unable to conduct activities on our properties as permitted or to enforce our rights with respect to our properties, and the title to our mineral properties may also be impacted by state action. We have not conducted surveys of all of the exploration properties in which we hold direct or indirect interests and, therefore, the precise area and location of these exploration properties may be in doubt. Accordingly, our mineral properties may be subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other things, undetected defects. In addition, we may be unable to operate our properties as permitted or to enforce our rights with respect to our properties, and the title to our mineral properties may also be impacted by state action.

 

In somemost of the countries in which we operate, failure to comply with applicable laws and regulations relating to mineral right applications and tenure could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners. Any such loss, reduction or imposition of partners could have a material adverse affecteffect on our financial condition, results of operations and prospects.

 

Under the laws of Mexico, mineral resources belong to the state, and government concessions are required to explore for or exploit mineral reserves. Mineral rights derive from concessions granted, on a discretionary basis, by the Ministry of Economy, pursuant to the Mexican mining law and regulations thereunder. We hold title to the concessions comprising the Velardeña OperationsProperties and our other properties in Mexico through these government concessions, but there is no assurance that title to the concessions comprising the Velardeña OperationsProperties and other properties will not be challenged or impaired. The Velardeña OperationsProperties and other properties may be subject to prior unregistered agreements, interests or native land claims, and title may be affected by undetected defects. There maywould be valid challenges to the title of any of the claims comprising the Velardeña OperationsProperties that, if successful, could impair development and operationsmining with respect to such properties in the future. A defect could result in our losing all or a portion of our right, title, and interest in and to the properties to which the title defect relates.

 Mining

Our Velardeña Properties mining concessions and our other mining concessions in Mexico may be terminated if our obligations to maintain the obligations of the concessionaireconcessions in good standing are not satisfied, including obligations to explore or exploit the relevant concession, to pay any relevant fees, to comply with all environmental and safety standards, to provide information to the Ministry of Economy and to allow inspections by the Ministry of Economy. In addition to termination, failure to make timely concession maintenance payments and otherwise comply strictly with applicable laws, regulations and


local practices relating to mineral right applications and tenure could result in reduction or expropriation of entitlements. Additionally, effective in 2014, new mining concessions are now subject to additional review and approval by the Mexico Ministry of Energy.

 

Mining concessions in Mexico give exclusive exploration and exploitation rights to the minerals located in the concessions but do not include surface rights to the real property, which requires that we negotiate the necessary agreements with surface landowners. Many of our mining properties are subject to the Mexican ejido system requiring us to contract with the local communities surrounding the properties in order to obtain surface rights to land needed in connection with our mining operations or exploration activities. In connection with our Velardeña Operations,Properties, we have contracts with two ejidos to secure surface rights with a total annual cost of approximately $20,000.$35,000. The first contract is with the Vista Hermosa ejido, which is effective through the year 2034 and provides surface rights to the oxide plant, the oxide tailings ponds and the Chicago mine portal. The seconda ten-year contract is with the Velardeña ejido, which was recently renewed for a ten-year term and provides surface rights to certain roads and other infrastructure at the Velardeña Operations.Properties through 2021. The second contract is a 25-year contract with the Vista Hermosa ejido signed in March 2013, which provides exploration access and access rights for roads and utilities for our Velardeña Properties. Our inability to maintain and periodically renew or expand these surface rights on favorable terms or otherwise could have a material adverse effect on our operationsbusiness and financial condition.

Continuation of our mining and processing activities at our Velardeña Properties is dependent on the availability of sufficient water supplies to support our mining activities.

We require significant quantities of water for mining and processing at our Velardeña Properties. Continuous mining and processing is dependent on our ability to maintain our water rights and claims. Water is provided for all of the mines comprising our Velardeña Properties by wells located in the valley adjacent to the Velardeña Properties. We hold title to three wells located near the sulfide plant and hold certificates of registration to three wells located near the oxide plant. We are actively engagedlicensed to pump water from all six wells up to a permitted amount. We are currently only using water from two wells near the sulfide plant and one well near the oxide plant. We are required to make annual payments to the Mexican government to maintain our rights to these wells. In 2014 we made such payments totaling approximately $28,000 and expect to pay approximately the same amount in 2015. We are required to pay a fine to the Mexican Government each year if we use too much water from a particular well or alternatively if we do not use a minimum amount of water from a particular well. In addition to these fines, the Mexican Government reserves the right to cancel our

29



title to the wells for abuse of these rules. During 2014 we paid fines of approximately $20,800 for our overuse of one well and approximately $3,000 for our underuse of another well.

Under our current mining plan, in the near term, we will likely need additional water to run the sulfide plant, which we can truck from the two unused wells near the oxide plant or obtain from outside sources, both of which will increase our water costs. To avoid these higher water costs, we plan to construct a pipeline to enable us to pull water from the unused wells near the oxide plant. We are waiting on certain environmental permitting and expect to have this pipeline complete by the end of 2015. If we cannot complete this pipeline at all or in a timely manner, we will likely incur higher overall mining and processing costs as a result of paying higher water costs to truck water from the two unused wells near the oxide plant or from outside sources to run the sulfide plant. Additionally, once we begin processing material from both the sulfide and oxide plants, we may face shortages in our water supply, and therefore will need to obtain water from outside sources at higher costs. The loss of some or all water rights for any of our wells, in whole or in part, or shortages of water to which we have rights would require us to seek water from outside sources at higher costs and could require us to curtail or shut down mining and processing. Laws and regulations may be introduced in the future which could limit our access to sufficient water resources in mining activities, and therethus adversely affecting our business.

There are significant hazards involved in underground mining and processing activities at our Velardeña Properties, not all of which are fully covered by insurance. To the extent we must pay the costs associated with such risks, our business may be negatively affected.

 

The operationmining and processing of underground mines andour Velardeña Properties, as well as the conduct of our exploration programs, are subject to numerous risks and hazards, including, but not limited to, environmental hazards, industrial accidents, encountering unusual or unexpected geological formations, formation pressures, cave-ins, underground fires or floods, power outages, labor disruptions, flooding, seismic activity, rock bursts, accidents relating to historical workings, landslides and periodic interruptions due to inclement or hazardous weather conditions. These occurrences could result in damage to, or destruction of, mineral properties or productionprocessing facilities, personal injury or death, environmental damage, reduced productionextraction and processing and delays in mining, asset write-downs, monetary losses and possible legal liability. Although we maintain insurance against risks inherent in the operationconduct of our business in amounts that we consider reasonable, suchthis insurance will containcontains, as in the case of our Velardeña Properties, exclusions and limitations on coverage, our insuranceand will not cover all potential risks associated with mining and exploration operations,activities, and related liabilities might exceed policy limits. As a result of any or all of the forgoing, particularly if the facilities are older, we could incur significant liabilities and costs that could adversely affect our results of operation and financial condition.

Our newly acquired mining operationsVelardeña Properties are located in Mexico and are subject to various levels of political, economic, legal and other risks with which we have limited or no previous experience.risks.

 

Our newly acquired mining operationsVelardeña Properties are conductedlocated in Mexico, and, as such, our operations are exposed to various levels of political, economic, legal and other risks and uncertainties, including local acts of violence, such as violence from drug cartels; military repression; extreme fluctuations in currency exchange rates; high rates of inflation; labor unrest; the risks of war or civil unrest; local acts of violence, including violence from drug cartels; expropriation and nationalization; renegotiation or nullification of existing concessions, licenses, permits and contracts; illegal mining; acts of political corruption; changes in taxation policies; restrictions on foreign exchange and repatriation; and changing political conditions, currency controls and governmental regulations that favor or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.

 

In the past, Mexico has been subject to political instability, changes and uncertainties, which have resulted in changes to existing governmental regulations affecting mineral exploration and mining activities. Mexico'sMexico’s status as a developing country may make it more difficult for us to obtain any required funding for the expansion of theour Velardeña OperationsProperties or other projects in Mexico in the future.


Our Mexican operations and properties are subject to a variety of governmental regulations governing health and worker safety, employment standards, waste disposal, protection of historic and archaeological sites, mine development, protection of endangered and protected species, purchase, storage and use of explosives and other matters. Specifically, our activities related to the Velardeña OperationsProperties are subject to regulation by SEMARNAT, the Comision Nacional del Agua, which regulates water rights, and Mexican mining laws. Mexican regulators have broad authority to shut down and levy fines against facilities that do not comply with regulations or standards.

 

Our Velardeña Properties and mineral exploration and mining activities in Mexico may be adversely affected in varying degrees by changing government regulations relating to the mining industry or shifts in political conditions that increase the costs related to our Mexican operationsmining and exploration activities or the maintenance of our properties. For example, effective January 2014, amendments to the Mexico federal corporate income tax law impose additional duties on mining concession holders, which will have a significant impact on the annual costs to maintain the concessions comprising the Velardeña Properties and our other Mexico exploration properties.

30



Changes, if any, in mining or investment policies, changes or increases in the legal rights of indigenous populations or in the difficulty or expense of obtaining rights from them that are necessary for our Velardeña Properties or shifts in political attitude may adversely affect our operationsbusiness and financial condition. OperationsOur mining and exploration activities may be affected in varying degrees by government regulations with respect to restrictions on production,extraction, price controls, export controls, currency remittance, income and other taxes, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety. Expansion ofMining and processing at our facilities will alsoVelardeña Properties continue to be subject to the need to assure the availability of adequate supplies of water and power, which could be affected by government policy and competing operationsbusinesses in the area. The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on our operationsmining and exploration activities and financial condition.

 

Future changes in applicable laws and regulations or changes in their enforcement or regulatory interpretation could negatively impact current or planned exploration and developmentor mining activities at our Velardeña OperationsProperties or in respect of any of our other projects in Mexico or with which we become involved in Mexico. Any failure to comply with applicable laws and regulations, even if inadvertent, could result in the interruption of explorationmining and development operationsexploration or material fines, penalties or other liabilities.

Our employees in Mexico are represented by a collective bargaining unit, and we are subject to Mexican regulations regarding labor and employment matters.

        Our employees in Mexico are represented by collective bargaining units called Sindicatos. We have two Sindicatos, one for the mine and a second for the plant. Salaries are negotiated annually and labor contracts bi-annually. In addition to the negotiated terms of such agreements, relations between us and our employees may be affected by changes in regulations regarding labor relations that may be introduced by the Mexican authorities. Changes in such legislation or in the relationship between us and our employees may have a material adverse effect on our operations and financial condition.

Our long-term cash flow and profitability will be affected by changes in the prices of silver and other metals.

        Our ability to establish reserves and develop our exploration properties, and our profitability and long-term viability, depend, in large part, on the market prices of silver, gold, zinc, lead, copper and other metals. The market prices for these metals are volatile and are affected by numerous factors beyond our control, including:

    global or regional consumption patterns;

    supply of, and demand for, silver, gold, zinc, lead, copper and other metals;

    speculative activities and producer hedging activities;

    expectations for inflation;

    political and economic conditions; and

    supply of, and demand for, consumables required for production of metals.

        Future weakness in the global economy could increase volatility in metals prices or depress metals prices, which could in turn reduce the cash flow generated by our Velardeña Operations, or make it


uneconomical for us to continue our mining or exploration activities. Volatility or sustained price declines may also adversely affect our ability to build our business.

Results from our Velardeña OperationsProperties are subject to exchange control policies, the effects of inflation and currency fluctuations between the U.S. Dollardollar and the Mexican Peso.peso.

 

Our revenues are primarily denominated in U.S. dollars. However, operating costs of our Velardeña OperationsProperties are denominated principally in Mexican pesos. These costs principally include electricity, labor, water, maintenance, local contractors and fuel. Accordingly, when inflation in Mexico increases without a corresponding devaluation of the Mexican peso, our financial position, results of operations and cash flows could be adversely affected. The annual inflation rate in Mexico was 3.8%4.1% in 2011, 4.4%2014, 4.0% in 2010,2013 and 3.6% in 2009.2012. At the same time, the peso has been subject to significant devaluation,fluctuation, which may not have been proportionate to the inflation rate and may not be proportionate to the inflation rate in the future. The value of the peso decreased by 11.7%13% in 2011,2014, decreased by 0.6% in 2013 and increased by 5.5% and 6.0%7.0% in 2010 and 2009, respectively.2012. In addition, fluctuations in currency exchange rates may have a significant impact on our financial results. There can be no assurance that the Mexican government will maintain its current policies with regard to the peso or that the peso'speso’s value will not fluctuate significantly in the future. We cannot assure you that currency fluctuations, inflation and exchange control policies will not have an adverse impact on our financial condition, results of operations, earnings and cash flows.

If we are unable to obtain all of our required governmental permits or obtain property rights on favorable terms or at all, our operationsbusiness could be negatively impacted.

 Our future operations, including

Mining and processing at our Velardeña Properties, the expansion of the Velardeña Operations, thecontinued evaluation of the El Quevar project and other exploration and potential development activities will require additional permits from various governmental authorities. Our operations arebusiness is and will continue to be governed by laws and regulations governing prospecting, development, mining, production,exploration, prospecting, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety, mining royalties and other matters. We may also be required to obtain certain property rights to access or use our properties. Obtaining or renewing licenses and permits, and acquiring property rights, can be complex and time-consuming processes. There can be no assurance that we will be able to acquire all required licenses, permits or property rights on reasonable terms or in a timely manner, or at all, and that such terms will not be adversely changed, that required extensions will be granted, or that the issuance of such licenses, permits or property rights will not be challenged by third parties. Delays in obtaining or a failure to obtain any licenses, permits or property rights or any required extensions; challenges to the issuance of licenses, permits or property rights, whether successful or unsuccessful; changes to the terms of licenses, permits or property rights; or a failure to comply with the terms of any licenses, permits or property rights that have been obtained could have a material adverse effect on our business by delaying, preventing or making mining and processing at our Velardeña Properties and other continued operationsmining activities economically unfeasible. U.S. or international legislative or regulatory action to address concerns about climate change and greenhouse gas emissions could also negatively impact our operations.business. While we will continue to monitor and assess any new policies, legislation or regulations regarding such matters, we currently believe that the impact of such legislation on our business will not be significant.

We own our interest in the San Diego exploration property in Mexico in a 50-50 joint venture and are therefore unable to control all aspects of exploration and developmentadvancement of this property.

 

We hold the San Diego exploration property in Mexico in a 50-50 joint venture with Golden Tag Resources Ltd., which, until March 2015, has a right to acquire an additional 10% interest by making expenditures related to further exploration drilling and completing an updated resource assessment at the property. Our interest in the San Diego property is subject to the risks normally associated with the conduct of joint ventures. A disagreement between joint venture partners on how to conduct business efficiently, the inability of joint venture partners to meet their obligations to the joint venture or third parties, or litigation arising between joint venture partners regarding joint venture matters


could have a material adverse effect on the viability of our interests held through the

31



joint venture. For example, in 2009, ECU received a notice of arbitration from Golden Tag Resources Ltd. The dispute was settled in September 2010 and resulted in an increase in ECU'sECU’s mining property costs of approximately $61,000. Additionally, if Golden Tag Resources Ltd. exercises its right to acquire an additional 10% interest, our ability to control exploration and advancement will be further reduced.

We depend on the services of key executives.

 

Our business strategy is based on leveraging the experience and skill of our management team. We are dependent on the services of key executives, including Jeffrey Clevenger, David Drips (who manages our Velardeña Operations), Jerry Danni, Robert Vogels and Warren Rehn. Due to our relatively small size, the loss of any of these persons or our inability to attract and retain additional highly skilled employees may have a material adverse effect on our business and our ability to manage and succeed in our developmentmining and exploration activities.

The exploration of our mineral properties is highly speculative in nature, involves substantial expenditures and is frequently non-productive.

 Our future growth and profitability may depend, in large part, on the costs and results of our exploration programs at the El Quevar project, certain of our exploration portfolio properties, and other properties that we do not currently hold.

Mineral exploration is highly speculative in nature and is frequently non-productive. Substantial expenditures are required to:

    ·establish mineral reserves through drilling and metallurgical and other testing techniques;



    ·

    determine metal content and metallurgical recovery processes to extractprocess metal from the ore;



    ·

    determine the feasibility of mine development and production; and



    ·

    construct, renovate or expand mining and processing facilities.

 

If we discover ore at a property, it usually takes several years from the initial phases of exploration until production is possible. During this time, the economic feasibility of a project may change because of increased costs, lower metal prices or other factors. As a result of these uncertainties, we may not successfully acquire additional mineral rights, or our exploration programs may not result in proven and probable reserves at all or in sufficient quantities to justify developing the El Quevar project or any of our exploration properties.

 

The decisions about future developmentadvancement of exploration projects may be based on feasibility studies, which derive estimates of mineral reserves, operating costs and project economic returns. Estimates of economic returns are based, in part, on assumptions about future metal prices and estimates of average cash operating costs based upon, among other things:

    ·anticipated tonnage, grades and metallurgical characteristics of ore to be mined and processed;



    ·

    anticipated recovery rates of silver and other metals from the ore;



    ·

    cash operating costs of comparable facilities and equipment; and



    ·

    anticipated climatic conditions.

 

Actual cash operating costs, production and economic returns may differ significantly from those anticipated by our studies and estimates.

Lack of infrastructure could forestall or prevent further exploration and development.advancement.

 

Exploration activities, as well as any developmentadvancement activities, depend on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important factors that affect capital and operating costs and the feasibility and economic viability of a project. Unanticipated or higher than expected costs and unusual or infrequent weather phenomena, or government or other interference in


the maintenance or provision of such infrastructure, could adversely affect our operations,business, financial condition and results of operations.

32



Our exploration activities are in countries with developing economies and are subject to the risks of political and economic instability associated with these countries.

 

We currently conduct exploration activities almost exclusively in Latin American countries with developing economies, including Argentina Mexico and Peru.Mexico. These countries and other emerging markets in which we may conduct operationsbusiness have from time to time experienced economic or political instability. We may be materially adversely affected by risks associated with conducting exploration activities in countries with developing economies, including:

    ·political instability and violence;



    ·

    war and civil disturbance;



    ·

    acts of terrorism or other criminal activity;



    ·

    expropriation or nationalization;



    ·

    changing fiscal, royalty and tax regimes;



    ·

    fluctuations in currency exchange rates;



    ·

    high rates of inflation;



    ·

    uncertain or changing legal requirements respecting the ownership and maintenance of mineral properties, mines and mining operations,activities, and inconsistent or arbitrary application of such legal requirements;



    ·

    underdeveloped industrial and economic infrastructure;



    ·

    corruption; and



    ·

    unenforceability of contractual rights.

 

Changes in mining or investment policies or shifts in the prevailing political climate in any of the countries in which we conduct exploration activities could adversely affect our business.

We explore and operatemine in countries that may be adversely affected by changes in the local government'sgovernment’s policies toward or laws governing the mining industry, including for example the recent presidential decree in Argentina regarding the repatriation of export proceeds.industry.

 

We currently conducthave mining operationsactivities in Mexico and exploration activities primarily in Mexico and South America.Argentina. In these regions there exist uncertainties regarding future changes in applicable law related to mining and exploration. For instance, effective January 2014, amendments to the Mexico federal corporate income tax law require titleholders of mining concessions to pay annually a 7.5% duty of their mining related profits and a 0.5% duty on October 26, 2011,revenues obtained from the presidentsale of gold, silver and platinum. These additional duties applicable to Mexico mining concession titleholders will have a significant impact on the annual costs applicable to the Velardeña Properties if we have mining related profits or significant revenues in the future.

Additionally, effective January 2015, the Argentina announced,National Mining Code was amended, increasing the annual canon payment by wayapproximately four times. As a result, we expect our annual canon fees payable to the Argentine government to increase from approximately $35,000 in 2014 to approximately $110,000 in 2015.

Furthermore, as a result of the termination of a presidential decree, that mining companies with operations inbilateral tax treaty among Spain and Argentina will now have(terminated January 2013), certain beneficial tax treatment arising from equity ownership between our Spain and Argentina subsidiaries was eliminated. Consequently, we recorded a liability of approximately $0.3 million as of December 31, 2014 and could be liable for up to repatriate all their export proceeds. Under the new decree, all export revenues generated by mining companies will be repatriated into Argentinaan additional $0.7 million stemming from a tax audit of this equity tax for local foreign-exchange conversion prior to transfer overseas. This decree overturns a previous exemption for mining companies from Argentina's currency repatriation laws that apply to oil and gas producers in the country. Consequently, if we ultimately produce minerals from the El Quevar project in Argentina, the new repatriation policy may increase foreign exchange transaction costs. years 2009 through 2012.

In addition to the risk of increased transaction costs, we do not maintain political risk insurance to cover losses that we may incur as a result of nationalization, expropriation or similar events in Mexico or Argentina or other Latin American countries in whichwhere we explore or operate.


We may lose rights to properties if we fail to meet payment requirements or development or production schedules.have mining and processing activities.

 We derive the rights to some of our mineral properties from leaseholds or purchase option agreements that require the payment of option payments, rent or other installment fees or specified expenditures. If we fail to make these payments when they are due, our rights to the properties may terminate. Some contracts with respect to our mineral properties require development or production schedules. If we are unable to meet any or all of the development or production schedules, we could lose all or a portion of our interests in such properties. Moreover, we are required in certain instances to make payments to governments in order to maintain our rights to our mineral properties. The failure to make timely maintenance payments can result in the loss of our rights in the related mineral properties.

We compete against larger and more experienced companies.

 

The mining industry is intensely competitive. Many large mining companies are primarily producersmakers of precious or base metals and may become interested in the types of deposits on which we are focused, which include silver, gold and other precious metals deposits or polymetallic deposits containing significant quantities of base metals, including zinc, lead copper and gold.copper. Many of these companies have greater financial resources, operational experience and technical capabilities than we do. We may encounter increasing

33



competition from other mining companies in our efforts to acquire mineral properties and hire experienced mining professionals. Increased competition in our business could adversely affect our ability to attract necessary capital funding or acquire suitable producingmining properties or prospects for mineral exploration in the future.

We are dependent on information technology systems, which are subject to certain risks, including cybersecurity risks and data leakage risks.

We are dependent upon information technology systems in the conduct of our business. Any significant breakdown, invasion, virus, cyber attack, security breach, destruction or interruption of these systems by employees, others with authorized access to our systems, or unauthorized persons could negatively impact our business. To the extent any invasion, cyber attack or security breach results in disruption to our business, loss or disclosure of, or damage to, our data or confidential information, our reputation, business, results of operations and financial condition could be materially adversely affected. Our systems and insurance coverage for protecting against cyber security risks may not be sufficient. Although to date we have not experienced any material losses relating to cyber attacks, we may suffer such losses in the future. We may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.

Our stockholders may suffer additional dilution to their equity and voting interests as a result of future financing transactions.

 

We will need external financingcould require additional funding to support the exploration, development,our business, including for general and expansion ofadministrative costs and other working capital needs to fund our Velardeña Operations in addition to the exploration and evaluation of El Quevar and our other exploration portfolio properties.continuing business activities as currently conducted. Because we do not expect cash from operations or dispositions of non-core assets to be sufficient to provide needed capital in the short term, and because debt financing is difficult to obtain for early stageearly-stage mining operations,companies, it is likely that we will seek such financing in the equity markets. If we were to engage in a privateany type of equity financing, or engage in a public equity offering, the current ownership interest of our stockholders would be diluted.

The existence of a significant number of optionswarrants and warrantsoptions may have a negative effect on the market price of our common stock.

 

In connection with our business combination with ECU,financing in September 2014, we issued warrants and options to purchase shares of our common stock. While certain of those warrants and options have expired, there remain outstanding warrants to purchase 1,831,929acquire 4,746,000 shares of our common stock at exercise prices of $19.00$1.21 per share expiring February 2014, as well as optionsin September 2019. In connection with our financing in September 2012, we issued five year warrants to purchase approximately 523,0003,431,649 shares of our common stock at an exercise prices ranging from $16.00price of $8.42 per share expiring September 2017. Pursuant to $31.80a weighted average dilution calculation based on the pricing in the September 2014 financing, the exercise price for the September 2012 warrants was reduced to $7.17 and expiring between October 2012 and October 2014.the number of shares issuable on exercise of the warrants increased to 4,031,409. The existence of securities available for exercise and resale is referred to as an "overhang",“overhang,” and, particularly if the options and warrants are "in“in the money",money,” the anticipation of potential sales could exert downward pressure on the market price of our common stock.

ITEM 1B:  UNRESOLVED STAFF COMMENTS

 

None.

ITEM 3:  LEGAL PROCEEDINGS

 

None.

ITEM 4:  MINE SAFETY DISCLOSURES

 None.


Not applicable.

34




PART II

ITEM 5:  MARKET FOR REGISTRANT'SREGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Our common stock began trading on the NYSE Amex, also referred to as "Amex",MKT under the symbol "AUMN"“AUMN” on March 19, 2010. The following table sets forth the high and low sales prices per share and volume traded on the AmexNYSE MKT from the commencement of trading on March 19, 2010January 1, 2013 through December 31, 2011.2014.

 
 High Low Volume
Traded
(shares)
 

2010

          

March*

 $8.40 $7.66  774,600 

Second Quarter

 $9.60 $7.01  2,274,900 

Third Quarter

 $16.15 $6.83  3,131,200 

Fourth Quarter

 $28.90 $17.05  16,735,100 

 

 
 High Low Volume
Traded
(shares)
 

2011

          

First Quarter

 $27.48 $17.69  5,340,300 

Second Quarter

 $25.95 $16.19  8,826,900 

Third Quarter

 $19.30 $7.35  13,206,900 

Fourth Quarter

 $9.39 $5.25  17,025,300 

*
Since March 19, 2010, the date of the first reported transaction in our common stock on Amex.

        Prior to the commencement of trading on Amex, our common stock traded in interdealer and over-the-counter transactions, and price quotations have been available in the "pink sheets" under the symbol "GDMN". The following table sets forth the high and low sales prices per share and volume traded as reported by The Pink Sheets LLC atwww.pinksheets.com. Although the prices and volumes have been obtained from a source believed to be reliable, no assurances can be given with respect to the accuracy of such prices. In addition, such prices reflect interdealer prices, which may not include retail mark-up, mark down or commission, and may not necessarily represent actual transactions.

 
 High Low Volume
Traded
(shares)
 

2010

          

January

 $16.00 $10.00  152,646 

February

 $11.20 $7.70  99,472 

March*

 $9.60 $8.00  33,666 

*
Through March 18, 2010.

 

 

High

 

Low

 

Volume
Traded
(shares)

 

2013

 

 

 

 

 

 

 

First Quarter

 

$

4.87

 

$

2.16

 

22,167,600

 

Second Quarter

 

$

2.47

 

$

1.26

 

23,835,600

 

Third Quarter

 

$

1.64

 

$

0.90

 

21,376,400

 

Fourth Quarter

 

$

0.98

 

$

0.42

 

12,190,000

 

 

 

 

High

 

Low

 

Volume
Traded
(shares)

 

2014

 

 

 

 

 

 

 

First Quarter

 

$

1.28

 

$

0.49

 

33,281,000

 

Second Quarter

 

$

1.58

 

$

0.50

 

15,413,700

 

Third Quarter

 

$

1.59

 

$

0.57

 

21,963,800

 

Fourth Quarter

 

$

0.78

 

$

0.42

 

10,307,300

 

Our common stock is also listed on the Toronto Stock Exchange, also referred to as the "TSX"“TSX”, and trades under the symbol "AUM"“AUM”. The following table sets forth the high and low sales prices per


share expressed in Canadian dollars and volume traded on the Toronto Stock ExchangeTSX from January 1, 20102013 through December 31, 2011.2014.

 

 

High
(Cdn$)(1)

 

Low
(Cdn$)(1)

 

Volume
Traded
(shares)

 

2013

 

 

 

 

 

 

 

First Quarter

 

$

4.79

 

$

2.23

 

1,444,900

 

Second Quarter

 

$

2.53

 

$

1.10

 

1,914,200

 

Third Quarter

 

$

1.74

 

$

0.94

 

617,900

 

Fourth Quarter

 

$

1.00

 

$

0.44

 

1,182,200

 

 

 

High
(Cdn$)(1)

 

Low
(Cdn$)(1)

 

Volume
Traded
(shares)

 

2014

 

 

 

 

 

 

 

First Quarter

 

$

1.42

 

$

0.54

 

2,556,600

 

Second Quarter

 

$

1.70

 

$

0.55

 

1,543,500

 

Third Quarter

 

$

1.69

 

$

0.65

 

1,377,300

 

Fourth Quarter

 

$

0.91

 

$

0.53

 

784,900

 

 
 High(1) Low(1) Volume
Traded
(shares)
 

2011

          

First Quarter

 $26.36 $17.65  1,350,900 

Second Quarter

 $24.71 $15.79  823,000 

Third Quarter

 $18.55 $7.52  1,282,000 

Fourth Quarter

 $9.52 $5.51  2,074,600 

2010

          

First Quarter

 $15.60 $7.90  359,400 

Second Quarter

 $9.75 $7.68  870,800 

Third Quarter

 $19.61 $7.40  1,059,800 

Fourth Quarter

 $29.69 $17.51  3,295,800 

(1)

All           Prices are in Canadian share prices were converted to U.S. dollars based on a noon exchange rate of 1.0064, as reported by the Bank of Canada, as of March 5, 2012. On March 5, 2012, the closing sales price for common stock was Cdn$7.34 per share on the Toronto Stock Exchange ($7.39, as converted to U.S. dollars).
dollars.

 

As of March 5, 2012,February 25, 2015, we had 170232 record holders of our common stock of record based upon the stockholders list provided by our transfer agent, Computershare Trust Company, N.A.

Dividends

 

We have nevernot declared or paid any cash dividends on our common stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain all future earnings, if any, to fund the development and growth of our business.


35



ITEM 6:  SELECTED CONSOLIDATED FINANCIAL DATA

SELECTED CONSOLIDATED FINANCIAL DATA

 

The selected consolidated financial data for all periods presented has been derived from our audited financial statements for that period. Apex Silver emerged from Chapter 11 reorganization on March 24, 2009, and the Company became the successor to Apex Silver for purposes of reporting under the U.S. federal securities laws. In the table below references to "Successor" refer to the accounts of the Company and its subsidiaries on or after March 25, 2009, the day following emergence from Chapter 11. References to "Predecessor" refer to the accounts of Apex Silver and its subsidiaries prior to March 25, 2009. Our financial statements are reported in U.S. dollars and have been prepared in accordance with generally accepted accounting principles in the United States. The following selected consolidated financial data should be read in conjunction with the consolidated financial statements and the related notes thereto and "Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations"Operations” included in this Form 10-K.

 

 

The Year Ended December 31,

 

 

 

2014

 

2013

 

2012

 

2011

 

2010

 

 

 

(in thousands, except per share amounts)

 

Statement of Operations:

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

235

 

$

10,680

 

$

26,086

 

$

1,836

 

$

11,216

 

Net Loss(1)

 

$

(18,823

)

$

(240,380

)

$

(92,025

)

$

(62,671

)

$

(33,274

)

Net Loss per common share

 

$

(0.41

)

$

(5.61

)

$

(2.45

)

$

(2.94

)

$

(3.72

)

 

 

At December 31,

 

 

 

2014

 

2013

 

2012

 

2011

 

2010

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

41,258

 

$

54,881

 

$

348,102

 

$

413,015

 

$

135,618

 

Long term liabilities

 

$

4,334

 

$

2,655

 

$

49,524

 

$

59,672

 

$

802

 

Dividends:

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per common share

 

$

 

$

 

$

 

$

 

$

 

 
  
  
 The Year Ended December 31, 2009  
  
 
 
 The Year Ended
December 31,
 The Year Ended
December 31,
 
 
 For The Period
March 25, 2009
Through
December 31, 2009
 For The Period
January 1, 2009
Through
March 24, 2009
 
 
 2011 2010 2008 2007 
 
 (Successor)
 (Predecessor)
 
 
 (in thousands, except per share amounts)
 

Statement of Operations:

                   

Revenue

 $1,836 $11,216 $11,067 $1,350 $5,400 $5,400 

Income (loss) from continuing operations(1)

 $(62,671)$(33,274)$(20,276)$243,621 $(63,734)$(51,209)

Income (loss) from continuing operations per common share

 $(2.94)$(3.72)$(6.78)$4.13 $(1.18)$0.87 


 
 At December 31, At December 31, 
 
 2011 2010 2009 2008 2007 

Balance Sheet Data:

                

Total assets

 $413,015 $135,618 $21,700 $606,347 $1,324,911 

Long term liabilities

 $59,672 $802 $651 $73,504 $1,040,098 

Dividends:

                

Cash dividends declared per common share

 $ $ $ $ $ 

(1)
The Predecessor period ended March 24, 2009 includes a $248.2 million gain from extinguishment of debt and a $9.1 million fresh start accounting gain both related to the reorganization and emergence from Chapter 11 bankruptcy. Amounts shown for the yearsyear ended December 31, 20082013 includes a $244.0 million impairment of long-lived assets charge and 2007 include gains and lossesan $11.7 million impairment of goodwill charge. Both charges are related to Apex Silver's openour Velardeña Properties in Mexico and are the result of a significant decrease in metals derivative positions, including realized cash lossesprices during 2013 and unrealized mark-to-market gainsthe shutdown of mining and losses during.processing at the Velardeña Properties at the end of the second quarter 2013, which were events requiring an assessment of the recoverability of the Velardeña Properties assets. The 2008 amount alsoyear ended December 31, 2012 includes a $63.1$58.5 million gainimpairment of goodwill charge related to our Velardeña Properties in Mexico and is the saleresult of an approximately 20% decrease in our retained interest in Sumitomo's shareforecast of future gold and silver prices and zinc production fromcertain assumptions related to ore processing throughput rates and other aspects of the San Cristóbal mine.

long-term mining plan.

ITEM 7:  MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes beginning on page F-1 in this annual report on Form 10-K. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under "Risk Factors"“Risk Factors” in this annual report on Form 10-K.

Our Company

 During the year ended December 31, 2011, our only sources of income were revenues from the Velardeña Operations following our business combination transaction with ECU, payments in settlement of an arbitration claim, royalty and interest income, and sales of non-core properties. We incurred net operating losses for the years ended December 31, 2011, 2010, and 2009. We expect to report increased revenues from the Velardeña Operations during 2012 as a result of increased production rates.

We were incorporated in Delaware under the Delaware General Corporation Law in March 2009, and are the successor to Apex Silver for purposes of reporting under the U.S. Exchange Act. In January 2009, Apex Silver and its wholly-owned subsidiary, Apex Silver Mines Corporation, filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code. References in this discussion and analysis to "Successor" refer to Golden Minerals and its subsidiaries on or after the March 25, 2009 emergence from Chapter 11 reorganization proceedings under the U.S. Bankruptcy Code. References to "Predecessor" refer to Apex Silver and its subsidiaries prior to March 25, 2009.

2011 Highlights

During the year ended December 31, 2011 we focused2014, our efforts primarily ononly sources of income were revenues from the sale of lead and zinc concentrates from our business combination with ECU, improvingVelardeña Properties, royalty and interest income, and sales of non-core exploration properties. We incurred net operating losses for the years ended December 31, 2014 and 2013.

2014 Highlights

We recommenced mining activities at the Velardeña Operations, advancingProperties in July 2014 and began processing material from the mine in November 2014. Our decision to restart mining activities followed an extensive evaluation period, which began after the shutdown of the Velardeña Properties in June 2013 and included a 9,000-meter drill program that concluded in June 2014. In addition to the Velardeña Properties, we are focused on establishing a second group of mining assets, which may include those recently acquired assets in the Parral District in Chihuahua Mexico. During 2014 we continued our exploration efforts on selected properties in our portfolio of approximately 30 exploration properties located primarily in Mexico. We continued to hold our El Quevar project,property on care and raising additional capital throughmaintenance until we can find a private placement of our common stock.partner to further advance the project. We havereduced general and administrative expenses in 2014 by approximately 17% over 2013 expenses. We also continued to make progressreview strategic opportunities, focusing on development or operating properties in advancing our portfolio of exploration properties. An overview of certain significant 2011 events is provided below:North America, including Mexico.

    Financing Activities

    ·On September 2, 2011, we10, 2014, the Company completed an underwritten registered public offering and concurrent private placement for total net proceeds, after underwriter commissions and expenses, of $7.4 million. The Company sold 3,692,000 units in the registered offering, priced at $0.86 per unit, before discount to the underwriters, with each unit consisting of one share of the

    36



Company’s common stock and a business combination with ECU (the "Transaction"five year warrant to purchase 0.50 of a share of the Company’s common stock at an exercise price of $1.21 per share. The Company sold an additional 5,800,000 units in a concurrent private placement to The Sentient Group (“Sentient”). With, the Company’s largest stockholder, at a price of $0.817 per unit, the same discounted price paid by the underwriter in the registered offering. Following the completion of the Transaction, we becamePrivate Placement and the Offering, Sentient holds approximately 27.2% (on a mining company with producing mines. At closing, each ECU common share was exchanged for the right to receive 0.05 of a share of Golden Minerals common stock and $0.000394 in cash, and ECU became a wholly-owned subsidiary of Golden Minerals. In connection with the Transaction and as consideration for the arrangement, we issued 16,004,111 shares of common stock, 653,000 replacement options, 2,218,292 replacement warrants, and paid approximately Cdn$126,112 in cash.

As partnon-diluted basis) of the Transaction with ECU, we assumed a term loan, payable to two investment funds managed by IIG Capital, LLC with an outstanding balance of $15.5 million, which required equal monthly principal payments of approximately $0.6 million through December 31, 2013 and quarterly interest payments at the greater of 12.0% or the one-month London Interbank Offered Rate plus 6.0%. We prepaid the term loan in full on December 5, 2011. The prepayment totaled approximately $15.0 million, consisting of the remaining principal balance of $14.4 million, an early prepayment fee of $0.5 million, and accrued interest of $0.1 million.

On October 7, 2011, private equity funds managed by The Sentient Group (collectively, "Sentient"), purchased in a private placement an aggregate 4,118,150 shares of our common stock at a price of $7.44 per share, the closing price of the Company's stock on the NYSE Amex

      on September 30, 2011, resulting in gross proceeds to us of $30.6 million. Following the private placement, Sentient held approximately 19.9% of ourCompany’s outstanding common stock (excluding restricted common stock held by ourthe Company’s employees).

    During 2010 we focused on defining

    Sale of Assets

    ·We generated approximately $1.0 million in asset sales in 2014, including $700,000 from the extentsale of the Yaxtché deposit and conducting feasibility work at our 100% controlled El Quevar silver project,mining concessions totaling 770 hectares located in the Salta provinceZacatecas District in Mexico, $150,000 as partial payment for the sale of Argentina. The Yaxtché deposit is our primary target currently identified1,100 hectare Peruvian Otuzco property, and $130,000 from the sale of miscellaneous surplus equipment located in Argentina.

    Restart of Mining at the Velardeña Properties

    ·Following the shutdown of the Velardeña Properties in June 2013, we continued to develop and evaluate plans to restart mining. We completed this evaluation and new mine plans in the second quarter 2014. In July 2014 we restarted mining at the Velardeña Properties and began processing material from the mine in November 2014. During 2014 we generated payable metals totaling approximately 42,000 silver equivalent ounces (equivalents calculated at 70:1 silver to gold) and included approximately 29,000 ounces of silver and 194 ounces of gold. In 2015 we expect output of approximately 0.8 to 1.0 million silver equivalent ounces (including silver and gold but excluding lead and zinc and calculated at a ratio of 70 silver ounces to 1 gold ounce), with cash costs in 2015 between $12.00 and $15.00 per payable silver ounce net of by-product gold, lead and zinc credits, assuming a price for gold of $1,250 per ounce. “Cash costs per payable silver ounce, net of by-product credits” is a non-GAAP financial measure defined below in “—Non-GAAP Financial Measures”.

    ·Under our new mine plan, we are using shrinkage stope mining, standard mechanized cut and fill and an overhand cut and fill mining method and slusher mucking in the stopes in the narrower veins. This later mining method should allow us to mine narrower vein widths with a significant decrease in dilution, which should allow higher grade material to be hauled to the mill. Since reopening Velardeña, we have employed about half of the employees prior to the June 2013 shutdown when we were running both sulfide and oxide plants and processing approximately 500 tonnes per day (“tpd”). In 2014 we processed mined material to make silver and gold bearing lead and zinc concentrates, and in 2015 we expect to also make saleable pyrite concentrates. During 2014 and 2015 we are focused primarily on mining on the San Mateo, Terneras and Roca Negra veins, which contain higher grade material over more consistent widths in the 0.5 to 1.0 meter range, with significantly lower arsenic levels than those in the Santa Juana vein system that was the focus of our previous mining activity.

    ·We began processing material through the sulfide mill in November 2014. During November 2014 we tested new equipment in the mill including a revamped electrical system, concentrate filters for our concentrate products, refurbished flotation cells and other equipment. Grades were low in November 2014 as we processed material from stope access drifts and raises to test plant circuits that were refurbished as part of the restart. Average grades in November were 109 grams per tonne silver and 1.3 grams per tonne gold, with payable metals generated from the processing facilities of approximately 12,000 silver equivalent ounces, which is exclusive of process inventory buildup in the circuit.  In December 2014 the mill began operating at nearly full capacity of an average 264 tpd. We are continuing to ramp up to the 285 tpd rate, which we expect to achieve late in the first quarter 2015. Average grades in December had increased to 127 grams per tonne silver and 1.8 grams per tonne gold, with payable metals generated from the processing facilities of approximately 31,000 silver equivalent ounces. We expect feed material grades to gradually increase through the second quarter of 2015 as new stopes in the mine are developed and access to the Terneras vein increases. We also continue to actively search for oxide feed from outside sources, which could enable us to restart the oxide plant.

    El Quevar

    ·We continue to hold our El Quevar project. To date,property on care and maintenance and to reduce holding costs until we can find a partner to fund further exploration.

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Exploration

·In the first quarter 2014, we completed a 2,000 meter drill program at the 233 hectare Los Azules property in Chihuahua, Mexico. Based on results from this phase one drilling program, we conducted a phase two drill program and have completed in both programs a total of 7,475 meters in 30 holes drilled from both surface and underground. Based on these drill results and underground sampling, we believe we have identified a silver and gold deposit and expect to issue a report regarding the results of these programs in the first quarter 2015.

·In August 2014, we entered into an agreement giving us the right to acquire for $1.6 million the Santa Maria mine, a privately held property near the Parral District of southern Chihuahua State, Mexico, located approximately 100,000 meters of diamond drilling in 400 drill holes. Of these holes, 271 were drilled to test20 kilometers from the main Yaxtché zone for potential mineralization, with approximately 75% of the holes intersecting significant silver mineralization. In addition, weLos Azules project. We have completed an underground declineinitial drill program of 11 holes totaling 2,300 meters at Santa Maria and identified a silver and gold deposit. We expect to issue a report on the results in the central Yaxtché deposit to further define the mineral model. Current modeling suggests that the east and central Yaxtché deposit could be mined by open pit methods and that the west Yaxtché, which makes up approximately 75% of the deposit, could be mined by underground bulk mining methods.first quarter 2015.

Results of Operations

 In this Form 10-K we include the historical financial statements of the Predecessor. These financial statements have been updated to reclassify the activity of the Predecessor's San Cristóbal mine and related subsidiaries to discontinued operations as the result of the sale of the San Cristóbal mine effective March 24, 2009. Because of the significant differences between the business operations of the Predecessor and Successor companies, the historical operating performance of the Predecessor does not compare to the operating results of the current company and may not be indicative of our future performance.

For the results of continuing operations discussed below, we compare the results from continuingof operations for the year ended December 31, 2011 of2014 to the Successor to (i) results of the continuing operations of the Successor for the year ended December 31, 2010, (ii) results of the continuing operations of the Successor for the period from March 25, 2009 through December 31, 2009 and (iii) the results of continuing operations of the Predecessor for the 83-day period ended March 24, 2009.2013.

 The results of operations of the San Cristóbal mine and related subsidiaries that were sold during the first quarter of 2009 are aggregated and presented as discontinued operations of the Predecessor for the 83-day period ended March 24, 2009. The Successor has no discontinued operations to report.

Continuing Operations

Revenue from the sale of metals.  We recorded $1.8$0.2 million and $10.7 million of revenue for the year ended December 31, 2011, all from the sale of dore metal produced at the Velardeña Operations. There were no revenues recorded for the years ended December 31, 2010 or December 31, 2009.

        Management Service Fees.    We recorded no management services fees for the year ended December 31, 2011 compared to $11.2 million of management service fees for the year ended December 31, 2010. The management service fees for the year ended December 31, 2010 are comprised of $5.5 million of fees, a $4.3 million early termination payment, resulting2014 and 2013, respectively, all from the early terminationsale of metals from our Velardeña Properties in Mexico. The decrease in revenue in 2014 is primarily the result of the agreement effectivesuspension of mining and processing at our Velardeña Properties from June 30, 2010, and $1.4 million for reimbursed withholding taxes. For the year ended December 31, 2009 we recorded $12.5 million of management service fee income ($11.1 million and $1.4 million for the Successor and Predecessor, respectively). The $11.1 million of revenue is primarily related to the San Cristóbal Management Services Agreement and is comprised of $8.7 million of fees, including $1.1 million for a bonus earned for 2009 under the terms of the agreement, and $1.3 million for reimbursed withholding taxes.2013 until processing mined material resumed in November 2014, as discussed above.


Costs of metals sold.  We recorded $6.1$1.7 million and $17.5 million of costs applicable to sales for the yearyears ended December 31, 2011, all related to sales2014 and 2013, respectively. The decrease in cost of metals sold in 2014 is primarily the result of the suspension of mining and processing at our Velardeña Properties from the Velardeña OperationsJune 2013 until mining activity resumed in Mexico.July 2014 and processing resumed in November 2014, as discussed above. Included in costs of metals sold for the period ended December 31, 2014 was $3.8a $1.2 million for a write down of finished goods inventory to its estimated net realizable value. There were no costs of metals sold recorded for the years ended December 31, 2010 or December 31, 2009.

        Costs of services.    We recorded no costs of services for the year ended December 31, 2011 compared to $2.6 million of costs of services for the year ended December 31, 2010 and $3.8 million of costs of services (all related to the Successor) for the year ended December 31, 2009. The costs of services for the years ended December 31, 2010 and 2009 are comprised of reimbursed direct administrative expenses incurred by us related to the Management Services Agreement.

Exploration Expense.  Our exploration expense, including property holding costs and allocated administrative expenses, totaled $17.8$5.5 million for the year ended December 31, 2011,2014, as compared to $13.4$4.6 million for the year ended December 31, 2010 and $16.1 million ($12.6 million and $3.5 million for Successor and Predecessor, respectively) for the year ended December 31, 2009.2013.  Exploration expense for 2011both years was incurred primarily in Mexico, Peru, and Argentina (excluding amounts spent on the Yaxtché deposit at the El Quevar project) and includes property holding costs and costs incurred by our local exploration offices. Exploration expense for 2010 and 2009 was incurredThe increase in exploration expenses in 2014 is primarily in Argentina, Mexico and Peru. Exploration expense during 2011 was higher than in previous years due to increased drilling activity at advanced stage exploration projects, primarily in Mexico and Peru.

        Velardeña Project Expense.    During the year ended December 31, 2011, following the Transaction, we incurred $0.6 million of expenses related to the expansion project2014 drilling program at our Velardeña Operations in Mexico,Properties.

Velardeña Project Expense.  During the years ended December 31, 2014 and 2013 we incurred approximately $3.1 million and $3.1 million of expenses, respectively, primarily related to developmentthe restart of mining and processing activities in 2014 and the construction of the San Mateo driftramp and other mine construction and engineering work.work in 2013 at our Velardeña Properties.  In addition to amounts expensed, during 2011, we incurred capital expenditures of approximately $2.7$0.5 million and $1.8 million in 2014 and 2013, respectively for plant construction, mining and other equipmentequipment.

Velardeña shutdown and had outstanding approximately $1.3care and maintenance costs.  We recorded $2.5 million of advance payments to equipment manufacturers atand $6.4 million for the years ended December 31, 2011.2014 and 2013, respectively, for expenses related to shutdown and care and maintenance at our Velardeña Properties as the result of the suspension of mining and processing activities at the Velardeña Properties from June 2013 until mining activity resumed in July 2014 and processing mined material resumed in November 2014, as discussed above.

El Quevar Project Expense.  InDuring the first quarteryears ended December 31, 2014 and 2013 we incurred $1.6 million and $2.6 million of 2010 we began recording separately expenses, respectively, primarily related to the projectfurthering our evaluation work onand holding costs for the Yaxtché deposit at our El Quevar propertyproject in Argentina. DuringThe reduction in costs for 2014 is primarily the year ended December 31, 2011, we incurred $27.4 millionresult of expenses related to project work at El Quevar, primarily related to development ofplacing the exploration drift, drilling and engineering work. We incurred capital expenditures of approximately $5.6 million for mining and other equipment and had outstanding approximately $0.3 million of advance payments to equipment manufacturers at December 31, 2011. During the year ended December 31, 2010, we incurred $15.8 million of expenses related to project work at El Quevar, primarily related to development of the exploration drift, drilling and engineering work and we also purchased approximately $3.8 million of mining equipment and had outstanding approximately $0.9 million of advance payments to equipment manufacturers at December 31, 2010. We did not incur any costs related to El Quevar project work in 2009.a holding and maintenance state during 2014.  For both the years, 2010 and 2011, costs incurred for work performed outside of the Yaxtché deposit in Argentina are included in "“—Exploration Expense"”, discussed above.

Administrative Expense.  Administrative expenses totaled $8.7$4.6 million for the year ended December 31, 20112014 compared to $8.6$5.6 million for the year ended December 31, 2010 and to $13.2 million ($8.4 million and $4.8 million for the Successor and Predecessor, respectively) for the year ended December 31, 2009.2013. Administrative expenses, including costs associated with being a public company, are incurred primarily by our corporate activities in support of the Velardeña Operations,Properties, El Quevar project work, and our exploration portfolio. The $8.7$4.6 million of administrative expenses we incurred during 20112014 is comprised of $3.1$1.9 million of employee compensation $2.6and directors’ fees, $1.2 million of professional fees $0.4 million of travel expenses and $2.6$1.5 million of insurance, rents, utilities and other office costs. During 2010 we incurred $8.6 million of administrative expenses, which were comprised of $4.2 million of employee compensation, $2.0 million of professional fees, $0.6 million of travel expenses,


and $1.8 million of insurance, rents, utilities and other office costs. The $8.4$5.6 million of administrative expenses we incurred during 2009 as the Successor2013 is comprised of $3.5$2.2 million of employee compensation $2.8and directors’ fees, $1.4 million of professional fees $0.5and $2.0 million of insurance, travel expenses, and $1.6 million of insurance, rents, utilities and other office costs.  Administrative expenses were lower in 2014 due primarily to fewer staff employees and lower auditing and other professional fees.

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        Severance and acquisition related costs.Stock based compensation.  During the year ended December 31, 2011 we incurred $7.2 million of costs associated with the Transaction, including banker, legal, accounting and other professional fees, as well as severance related costs for several executives of ECU.

        Stock based compensation.    During the year ended December 31, 20112014 we incurred expense related to stock based compensation in the amount of $5.5$0.9 million compared to $3.3$1.6 million for the year ended December 31, 2010 and $4.4 million ($1.7 million and $2.7 million for Successor and Predecessor, respectively) for the year ended December 31, 2009. Stock based compensation was higher in 2011 compared to previous years due to the accelerated vesting of stock grants at the completion of the Transaction, which resulted in a change of control of Golden Minerals.2013. 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.

Reclamation Expense.and accretion expense.  During each of the yearyears ended December 31, 20112014 and 2013 we incurred $0.2 million of reclamation costsexpense related to activity at El Quevar and the accretion of an asset retirement obligation at the Velardeña Operations. We incurred no reclamation expenses for the years ended December 31, 2010 and 2009.Properties.

        (Impairment) reversal of impairmentImpairment of long lived assets.assets and goodwill.  DuringWe assess the recoverability of our long lived assets, including goodwill, at least annually or whenever events or changes in circumstances indicate that the carrying value of the assets may be impaired.  There was no impairment of our long lived assets for the year ended December 31, 20102014.   During 2013, the significant decrease in metals prices and the shutdown of mining and processing at the Velardeña Properties during June 2013 were events that required an assessment of the recoverability of the Velardeña Properties asset group and goodwill.  We completed an impairment analysis using a market valuation approach which relies upon assumptions related to the Velardeña Properties asset group in comparison to other corroborated observable market data.  At June 30, 2013 we determined that both the long lived assets and the goodwill associated with the Velardeña Properties and the San Diego property were impaired.  As a result at June 30, 2013 we recorded a net write-up in$237.8 million impairment charge related to the long lived assets and an $11.2 million impairment charge related to goodwill.  At December 31, 2013 we reviewed the remaining carrying value of the long lived assets of $0.9 million compared toand goodwill based on the corroborated observable market data at that date and determined that the long lived assets and goodwill were further impaired.  As a $1.7result, at December 31, 2013 we recorded an additional $6.1 million impairment charge duringrelated to the year ended December 31, 2009. At December 31, 2009 we had recorded the carrying value of our Paca Pulacayo property as an asset held for sale. During the fourth quarter of 2009 we recordedlong lived assets and a $1.7$0.5 million impairment charge related to write down the carrying cost of the property to its fair value of $0.8 million at December 31, 2009. During 2010 we wrote up by approximately $1.0 milliongoodwill which reduced the carrying value of the Paca Pulacayo propertygoodwill to its fair value based on the estimated sales price less selling costs resulting in a fair market carrying value at December 31, 2010 of $1.8 million reflected as assets held for sale. During January 2011 the sale of the Paca Pulacayo property was completed and a gain of $0.4 million was recorded inOther Operating Income, Net. Also, during 2010 we sold an airplane we owned after recording a $0.1 million impairment charge included in the 2010 amount.zero.

Other Operating Income, Net.  We recorded other operating income of $0.7 million for the year ended December 31, 2011. We recorded other operating income of $0.32014 compared to $3.5 million for the year ended December 31, 2010 and $1.0 million ($1.0 million and $0.0 million for the Successor and Predecessor, respectively) for the year ended December 31, 2009.2013. The net amounts for the threeboth years consist primarily of net gains recorded on the sales of certain fixed assets and non strategic mineralnon-strategic exploration properties.

Depreciation, depletion and amortization.  During the year ended December 31, 20112014 we incurred depreciation, depletion and amortization expense of $2.8$3.1 million compared to $1.1$6.9 million for the year ended December 31, 2010 and $0.7 million ($0.6 million and $0.1 million for Successor and Predecessor, respectively) for the year ended December 31, 2009. During 2011, depreciation,2013. Depreciation, depletion and amortization includedincludes a $0.6 million related to a write down of finished goods inventory to its estimated net realizable value. Depreciation,value at December 31, 2014. There was no write down of finished goods inventory at December 31, 2013. The decrease in depreciation, depletion and amortization expense increased during 2011 asin 2014 is primarily the completionresult of the Transactionimpairment of long lived assets at the Velardeña Properties during 2013 which resulted in a significant increasedecrease in the carrying value of property, plant and equipment.

Interest and Other Income.  During the year ended December 31, 2014 we recorded approximately $1.7 million of interest and other income primarily related to the reduction of a loss contingency liability related to foreign withholding taxes that the government could assert are owed by the Company, acting as withholding agent, on certain interest payments made to a third party. We recorded interest and other income of $11.6$0.4 million for the year ended December 31, 2011 compared2013, primarily related to $0.2this loss contingency liability.

Warrant Income.  During the year ended December 31, 2014 we recorded approximately $1.8 million of other income related to a decrease in the fair value of the liability recorded for warrants to acquire the Company’s stock (see Note 15 of our consolidated financial statements filed as part of this annual report on Form 10-K). The warrant liability has been recorded at fair value as of December 31, 2014 based primarily on a valuation performed by a third party expert using a Monte Carlo simulation, which falls within Level 3 of the fair value hierarchy.  The valuation model takes into account the probability that the Company could issue additional shares in a future transaction at a lower price than the current exercise price of the warrants.  Significant inputs to the valuation model included the Company’s closing stock price at December 31, 2014 of $0.54, the exercise prices for the warrants disclosed in Note 15 of our consolidated financial statements, the Company’s stock volatility of 90%, the applicable risk free interest rate of 1.6%, and the probability of an additional issuance of the Company’s common stock at a lower price than the current warrant exercise price.

Gain (Loss) on Foreign Currency.  We recorded a $0.1 million foreign currency gain for the year ended December 31, 2010 and $1.3 million ($0.3 million and $1.0 million for Successor and Predecessor, respectively) for the year


ended December 31, 2009. The 2011 amount includes approximately $11.3 million of net proceeds received from the settlement of an arbitration claim partially offset by a net $0.1 million loss related to the sale of available for sale investments. The 2010 and 2009 amounts primarily relate to interest earned on cash and investments.

        Royalty Income.    We recorded royalty income from the Platosa property in Mexico, on which we retained a net smelter return royalty, of $0.4 million during the year ended December 31, 2011 as2014 compared to $0.3a $0.6 million for the year ended December 31, 2010 and $0.5 million ($0.4 million and $0.1 million for Successor and Predecessor, respectively) for the year ended December 31, 2009.

        Interest and Other Expense.    During 2011, interest and other expense of $1.3 million included $0.9 million of interest expense and $0.3 million of losses on investments. We had no interest and other expense for the year ended December 31, 2010 and $0.3 million of interest and other expense (all related to the Predecessor) for the year ended December 31, 2009.

        Loss on Foreign Currency.    We recorded $1.5 million of foreign currency loss for the year ended December 31, 2011, compared to $0.1 million for the years ended December 31, 20102013. Foreign currency gains and 2009.            The foreign currency loss in 2011 islosses are primarily related to the convertible note received from ECU and the devaluationeffect of othercurrency fluctuations on monetary assets net of liabilities held by our foreign subsidiaries that are denominated in currencies other than US dollars.

        Gain (Loss) on Extinguishment of Debt.    For the year ended December 31, 2011 we recorded $0.5 million for the extinguishment of debt. The amount was associated with an early termination fee related to a debt obligation acquired in the Transaction. The debt obligation was fully repaid by the end of 2011. The Predecessor recorded a gain on the extinguishment of debt of $248.2 million for the period ended March 24, 2009 related to the cancellation of convertible senior subordinated notes pursuant to Chapter 11 reorganization proceedings under the U.S. Bankruptcy Code.

        Loss on Auction Rate Securities ("ARS").Income Taxes.  We hadrecorded no losses related to ARS investments for the years ended December 31, 2011 and 2010 compared to $3.0 million ($2.2 million and $0.8 million for the Successor and Predecessor, respectively) for the year ended December 31, 2009. During the second and third quarters of 2009 we sold all of the ARS securities, resulting in total proceeds of $3.0 million and the recognition of a $2.2 million loss on the sale. At December 31, 2011, 2010 and 2009 we had no remaining ARS investments.

        Reorganization Costs.    For the year ended December 31, 2009 reorganization expenses were $4.7 million ($1.0 million and $3.7 million for Successor and Predecessor, respectively). The reorganization expenses relate to expenses for professional services incurred as a result of the Predecessor's bankruptcy filing and the sale of its interest in the San Cristóbal mine. We incurred no such expenses for the years ended December 31, 2011 and 2010.

        Income Taxes.    Our income tax expense or benefit for the year ended December 31, 2011 was $2.1 million related primarily to an increase in net operating losses in Mexico and the amortization of the mineral resource in Mexico. Our income tax provisions of $1.4 million for the year ended December 31, 2010 and $1.2 million ($1.0 million and $0.2 million for the Successor and Predecessor, respectively) for the year ended December 31, 2009 consist primarily of withholding taxes either accrued or paid to Bolivia in connection with management services provided to the San Cristóbal mine.

        Net Income and Losses attributable to Noncontrolling Interests (formerly Minority Interest).    For the years ended December 31, 2011 and 2010 we did not allocate any income or losses to noncontrolling interests.2014.  For the year ended December 31, 20092013 we allocatedrecorded an income to the noncontrolling interesttax benefit of $7.9$49.7 million (allprimarily related to the Predecessor). The 2009 amount is primarily related to Sumitomo's interest in income generated by the San Cristóbal Mineimpairment of long lived assets during the period.


Discontinued Operations—San Cristóbal.year.

 During the years ended December 31, 2011 and 2010 we had no discontinued operations to report. The Predecessor reported losses from discontinued operations related to the San Cristóbal asset group, which was sold effective March 24, 2009, from discontinued operations for the year ended December 31, 2009 of $4.2 million (all related to the Predecessor). See Note 25, "Discontinued Operations," in our Consolidated Financial Statements for detailed components of the losses from discontinued operations for each of the periods presented.

39



Liquidity and Capital Resources

 

At December 31, 20112014 our aggregate cash and short-term investmentscash equivalents totaled $48.6 million, which were comprised entirely of$8.6 million.  With the cash and cash equivalents. Our cash and short-term investment balance at December 31, 20112014 and the assumptions described below we expect to have sufficient funding to continue our long term business strategy through 2015, ending 2015 with a cash balance of approximately $2.0 million.  Our cash and cash equivalents balance at December 31, 2014 of $8.6 million is $10.5 million lower than the $121.6$19.1 million in similar assets held at December 31, 20102013 due primarily to negative operating margin (defined as revenues less costs of sales) at the Velardeña Properties of $1.4 million; expenditures during the year of approximately $33.0$3.6 million on the restart of mining activities and plant capital and repairs at our Velardeña Properties; $2.5 million in care and maintenance and $1.0 million in drilling costs at our Velardeña Properties; $4.5 million in other exploration expenditures; $1.6 million in maintenance and property holding costs at the El Quevar project;  $20.9and $4.6 million in general and administrative expenses; offset in part by net proceeds of $7.4 million received from the sale of shares of our common stock and warrants through an underwritten registered offering and concurrent private placement; $1.0 million in proceeds received from the sale of non-strategic property interests; and a reduction in working capital and other items of $0.3 million primarily related to debt service (including interest)collections of VAT receivables in Mexico and an increase in accounts payable for expenditures associated with the payoffrestart of debt and sales advances from customers related to the ECU Transaction; $17.8 million on exploration; $15.7 million on interim financing of ECU pending completion of the Transaction to fund ongoing operating expenses, exploration and capital equipmentmining activities at the Velardeña Operations and ECU corporate overhead and debt service; $8.7 million on general and administrative activities, $7.2 million on transaction costs related toProperties.

With the ECU Transaction, and $7.5 million on the Velardeña Operations following completioncash balance at December 31, 2014 of the Transaction. These expenditures were offset partially by $30.6 million of net proceeds received from the private placement to Sentient, $11.3 million of net proceeds from the settlement of an arbitration claim, and the receipt of approximately $1.0 million from royalties and other income, including the sale of Apogee common shares relating to the sale of the subsidiary holding the Paca Pulacayo exploration property.

        On October 7, 2011, the Company completed a private placement (the "Private Placement") to certain investment funds managed by The Sentient Group ("Sentient") of 4,118,150 shares of the Company's common stock at a price of $7.44 per share, resulting in net proceeds to the Company of approximately $30.6 million after costs related to the transaction of less than $0.1 million.

        On December 5, 2011 we repaid in full our term loan obligation assumed in the Transaction to two investment funds managed by IIG Capital, LLC. The repayment totaled approximately $15.0 million, consisting of the remaining principal balance of $14.4 million, an early prepayment fee of $0.5$8.6 million and accrued interesta positive operating margin of $0.1 million.

        In accordance with our recent guidance, we expect to produce approximately 740,000 ounces of silver and 9,000 ounces of gold during 2012$2.5 million from the Velardeña Operations. AssumingProperties for the full year 2015, assuming metals prices of $30.00$17.00 per ounce of silver and $1,500$1,250 per ounce of gold, we expect to generate revenue from the sale of metals net of costs of metals sold of approximately $4.0 million during 2012. With our cash and investment balance at December 31, 2011 of $48.6 million, $4.0 million of revenue from the sale of metals net of cost of metals sold from the Velardeña Operations and approximately $1.0 million from royalties and other income during 2012, we plan to spend the following amounts totaling approximately $9.1 million during 2012 pursuant to our long-term business strategy:2015.

    ·Approximately $24.0$0.3 million onfor sustaining capital and development costs related to the phased intermediate expansion project atfor the Velardeña Operations, including continued development of the San Mateo drift and other mine development and capital expenditures intended to increase the capacity and productivity of mine operations and plant facilities associated with an increase in oxide and sulfide ore production to 1,300 tonnes per day by 2013;Properties;



    ·

    Approximately $4.0$1.0 million at ourthe El Quevar project to fund the continuation of project evaluationongoing maintenance activities and property holding costs;

    ·Approximately $7.0$3.0 million on other exploration activities and property holding costs related to ourthe Company’s portfolio of exploration properties located primarily in South AmericaMexico; and Mexico as we pursue strategies to monetize portions of the portfolio;



    ·

    Approximately $8.0$4.5 million on general and administrative costs and $1.0$0.3 million onin increased working capital primarily related to the build-up of inventories and other.
accounts receivable at the Velardeña Properties.

 Based on these projections, and assuming no cash generated by monetization of the exploration properties, we would end the year 2012 with

In arriving at our forecast for a cash and investment balance of approximately $10.0 million. Assuming metals prices$2.0 million at the end of $30.002015 we assumed a price for silver and gold of $17.00 and $1,250 per ounce, respectively.  For the full year 2015, a 10 percent change in the price per ounce of silver and $1,500would have a $0.9 million impact (positive or negative) on our cash balance at the end of 2015.  A 10 percent change in the price per ounce of gold we expect that revenue from the sale of metals net of cost of metals sold will be positivewould have a $0.7 million impact (positive or negative) on our cash balance at the Velardeña Operations beginning mid-year 2012. By the end of 2012, pursuant to the Velardeña intermediate mine expansion plan and with metals prices as noted previously, we expect revenue from the sale of metals net of cost of metals sold will be sufficient to offset ongoing corporate general and administrative costs and expenditures related to our exploration activities.2015.

 

The actual amount that we spend through year end 2015 and the projected year end of 2012cash balance may vary significantly from the amounts specified above and will depend on a number of factors, including metals prices, the results of continuing operationsunexpected costs associated with mining and the success of the phased intermediate expansion projectprocessing at the Velardeña OperationsProperties, and the results of our continued project assessment work at El Quevar and our other exploration properties. There can be no assurance the expenditures planned for the intermediate expansionDespite projections of positive net cash flow by mid-2015 from the Velardeña Operations will resultProperties at metals prices of $17.00 per ounce of silver and $1,250 per ounce of gold, our projected cash balance at the end of 2015 would not be sufficient to provide adequate reserves in the anticipated increase in silver and gold production. If production does not increase, orevent of decreasing metals prices, declineinterruptions in mining and processing at the Velardeña Properties or to adequately pursue further exploration of our properties in Mexico, requiring us to seek additional funding from the levels noted previously, we would be required to preserve our cash and investments by reducing project evaluation, exploration work, and general and administrative expenses; relying on theequity or debt or from monetization of non-core assets; or securing additional funding from debt or equity.assets.  There can be no assurance that we would be successful in obtaining sufficient funding from any of these actions or sources in the future on terms acceptable to us or at all.

 In 2012, we

Non-GAAP Financial Measures

Cash costs, net of by-product credits, per payable ounce of silver is a non GAAP financial measure that is widely used in the mining industry. Under generally accepted accounting principles in the United States (GAAP), there is no standardized definition of cash cost, net of by-product credits, per payable ounce of silver, and therefore the Company’s forecasted cash costs may not be comparable to similar measures reported by other companies.

Forecasted cash costs for the Velardeña Properties were calculated based on the mining plan, and include all forecasted direct and indirect costs associated with the physical activities that would generate concentrate products for sale to continue evaluatingcustomers, including mining to gain access to mineralized materials, mining of mineralized materials and waste, milling, third-party related treatment, refining and transportation costs, on-site administrative costs and royalties. Forecasted cash costs do not include depreciation, depletion, amortization, exploration expenditures, reclamation and remediation costs, sustaining capital, financing costs, income taxes, or corporate general and administrative costs not directly or indirectly related to the expansionVelardeña Properties. By-product credits include forecasted revenues from gold, lead and zinc contained in the products sold to customers. Cash costs, after by-product credits, were divided by the quantity of payable silver forecasted for the period to arrive at cash costs, after by-product credits, per payable ounce of silver. Cost of sales is the most comparable financial measure, calculated in accordance with GAAP, to cash costs. As compared to

40



cash costs, cost of sales includes adjustments for changes in inventory and excludes net revenue from by-products and third-party related treatment, refining and transportation costs, which are reported as part of revenue in accordance with GAAP.

We provide cash costs, after by-product credits to provide additional information regarding the performance of the Velardeña Operations beyondProperties, and believe the planned phased intermediate expansion anduse of this measure provides investors with useful information about the underlying costs of our mining activities. Cash costs, after by-product credits, is an important statistic that the Company uses to continue the further advancement of the El Quevar project. If economic studies for eithermeasure the Velardeña Operations expansion or El Quevar projects are positive, significant additional funding would be requiredProperties’ performance. It also allows us to complete development and plant construction associated withbenchmark the projects. To fund completely either project would require additional equity or debt from external sources or funding from monetization of non-core assets. There can be no assurance that we would be successful in funding or obtaining funding in the future on terms acceptable to us or at all. If we were unable to obtain additional funding during 2012 or beyond, the potential further developmentperformance of the Velardeña Operations or El Quevar projects could be delayed.Properties against those operations of our competitors. The statistic is also useful in identifying acquisition and investment opportunities since it provides a common tool for measuring the financial performance of other mines with varying geologic, metallurgical and mining and processing characteristics.

Critical Accounting Policies and Estimates

 

The selection and application of accounting policies is an important process that has developed as our business activities have evolved and as the accounting rules have changed. Accounting rules generally do not involve a selection among alternatives, but involve an implementation and interpretation of existing rules, and the use of judgment, to the specific set of circumstances existing in our business. Discussed below are the accounting policies that we believe are critical to our financial statements due to the degree of uncertainty regarding the estimates or assumptions involved and the magnitude of the asset, liability, revenue or expense being reported.

Mineral Reserves

 Mineral reserve estimates involve subjective judgment and are based on numerous assumptions that may later prove to be inaccurate. These estimates include engineering evaluations of assay values derived from samplings of drill holes and other openings. Additionally, changes in the market prices of


metals may render certain mineral reserves containing relatively lower grades of mineralization uneconomic to mine. Further, availability of permits, changes in operating and capital costs, and other factors could materially and adversely affect mineral reserves. We have not established proven or probable reserves at any of our operating or exploration properties.

Mineral Properties

When and if we determine that a mineral property has proven and probable reserves, subsequent development costs are capitalized to mineral properties. When mineral properties are developed and operations commence, capitalized costs are charged to operations using the units-of-production method over proven and probable reserves. "Mineralized material"“Mineralized material” as used in this annual report, although permissible under SEC'sSEC’s Industry Guide 7, does not indicate "reserves"“reserves” by SEC standards.standards, and therefore all development costs incurred by us are expensed when incurred. The Company cannot be certain that any part of the Yaxtché deposit ordeposits at the Velardeña OperationsProperties or the Yaxtché deposit at the El Quevar project will ever be confirmed or converted into SEC Industry Guide 7 compliant "reserves."“reserves”.

Asset Retirement Obligations

 

We record asset retirement obligations in accordance with ASCAuditing Standards Codification (“ASC”) 410, "Asset“Asset Retirement and Environmental Obligations" ("Obligations” (“ASC 410"410”), which establishes a uniform methodology for accounting for estimated reclamation and abandonment costs. According to ASC 410, the fair value of a liability for an asset retirement obligation ("ARO"(“ARO”) is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. An offsetting asset retirement cost is capitalized as part of the carrying value of the assets with which it is associated, and depreciated over the useful life of the asset.

Deferred TaxesLong Lived Assets and Goodwill

 Our deferred tax liability is primarily

We assess the recoverability of our long lived assets, including goodwill, at least annually or whenever events or changes in circumstances indicate that the carrying value of the assets may be impaired.  The significant decrease in metals prices during 2013 and the shutdown of mining and processing at the Velardeña Properties during June 2013 were events that required an assessment of the recoverability of the Velardeña Properties asset group and goodwill.  We completed an impairment analysis using a market valuation approach which relies upon assumptions related to the ECU merger and was calculated by applyingVelardeña Properties asset group in comparison to other corroborated observable market data.  At June 30, 2013 we determined that both the Mexico corporate income tax rate of 28% to the difference between the fair valuelong lived assets and the tax basis ofgoodwill associated with the assets acquiredVelardeña Properties and liabilities assumed. The ECU merger also resulted in the recognition ofSan Diego property were impaired.  As a deferred tax asset related to certain net operating loss carry forwards available in Mexico. In accordance with ASC 740, the Company presents deferred tax assets net of its deferred tax liabilities onresult at June 30, 2013 we recorded a tax jurisdictional basis on its Consolidated Balance Sheets.

Goodwill

        Goodwill is all$237.8 million impairment charge related to the ECU Mergerlong lived assets and is primarilyan $11.2 million impairment charge related to goodwill.  At December 31, 2013 we reviewed the resultremaining carrying value of the requirement to recordlong lived assets and goodwill based on the corroborated observable market data at that date and determined that the long lived assets and goodwill were further impaired.  As a deferred tax liability for the difference between the fair value and the tax basis of the assets acquired and liabilities assumedresult, at amounts that do not reflect fair value. The goodwill is not deductable for income tax purposes.

Business Combinations

        We followed the acquisition method of accounting in accordance with ASC 805 "Business Combinations" ("ASC 805")December 31, 2013 we recorded an additional $6.1 million impairment charge related to the merger with ECU discussed above. Mineral properties and the asset retirement obligation are recorded at estimated fair market value based on valuations performed with the assistance of an independent appraisal firmlong lived assets and a minerals engineering company. The asset valuations were derived in accordance with$0.5 million impairment charge related to goodwill which reduced the guidance of ASC Topic 820 "Fair Value Measurements and Disclosures" ("ASC 820") using a combination of income, market and cost approach models depending on the asset. In applying the appropriate valuation model or models, the valuation consultants employed a variety of economic factors and market data, including discount rates, income tax rates, projections of future metals prices, and third party market surveys.


Fresh Start Accounting

        Due to our emergence from bankruptcy, effective March 25, 2009, we applied fresh start accounting in accordance with ASC 805 "Business Combinations" ("ASC 805") and ASC 852 "Reorganizations" ("ASC 852"). ASC 852 requires, among other things, the determination of the reorganizationcarrying value of the successor upon emergence from bankruptcy. Reorganization value approximates the fair value of the entity, before considering liabilities, and approximates the amount a willing buyer would pay for the assets of the entity immediately after the restructuring. The fair value of our assets was determined with the assistance of a third party valuation expert and a minerals engineering firm, which used available comparable market data and quotations, discounted cash flow analysis, and other methods in determining the appropriate asset fair values.goodwill to zero.

Table of Contractual Obligations

 

The following table summarizes our contractual obligations at December 31, 2011:2014:

Contractual Obligations

 

Total

 

Less Than
1 Year

 

1 - 3
Years

 

3 - 5
Years

 

More
Than
5 Years

 

 

 

(in thousands of $)

 

Operating leases(1)

 

1,254

 

270

 

490

 

493

 

 

El Quevar and Velardeña concession payments(2)

 

610

 

122

 

244

 

244

 

(3)

41



Contractual Obligations
 Total Less Than
1 Year
 1 - 3
Years
 3 - 5
Years
 More
Than
5 Years
 
 
 (in thousands of $)
 

Operating leases(1)

  1,766  739  992  35   

El Quevar and Velardeña concession payments(2)

  250  50  100  100  (4)

Purchase option agreement payments(3)

  950  700  250     

(1)

The operating lease obligations are related primarily to our corporate headquarters office in Golden, Colorado, as well as otheranother office leaseslease associated with our exploration activities.Velardeña Properties. The currentlease for the corporate headquarters office space was renegotiated and extended during the first quarter 2014. The new lease reflects an approximately 46% reduction in space and an approximately 44% reduction in cost beginning March 1, 2014. The new lease expires in October, 2014. LeasesNovember 30, 2019. The lease for the other offices expire at various times not exceeding four years.

Velardeña Properties office expires in 2015.

(2)

We make annual maintenance payments of approximately $24,000$12,000 to the Mexico federal government to maintain the Velardeña OperationsProperties concessions and $27,000approximately $35,000 to the Argentine federal government to maintain the El Quevar project concessions. In 2015 and subsequent years, we expect to pay approximately $110,000 per year to the Argentina federal government as a result of an amendment to the National Mining Code effective January 2015, increasing the annual payment by approximately four times. These payments include payments for both owned concessions and concessions held under purchase option agreements.

(3)

In addition to the annual maintenance payments to the Argentine and Mexican federal governments, we make payments to the current concession owners for the properties under option agreements in order to retain title to the properties. Amounts shown only include the concessions held for the Velardeña Operations. Option payments associated with other concessions at the El Quevar project are not included because the concessions do not involve areas that are vital to the project and the Company has the right to terminate the payments and release the concessions at any time.

(4)
We cannot currently estimate the life of the Velardeña OperationsProperties or El Quevar project. This table assumes that no annual maintenance payments will be made more than five years after December 31, 2011.2014. If we continue to operatemining and processing at the Velardeña OperationsProperties beyond five years, we expect that we would make annual maintenance payments of approximately $24,000$12,000 per year for the life of the Velardeña mine. If we continue to developconstruct a mine at the El Quevar project, we expect that we would make annual maintenance payments of approximately $27,000$110,000 per year for the life of the El Quevar mine.

 In addition to the contractual obligations set forth above, at December 31, 2011 we have purchase orders outstanding in the amount of approximately $1.0 million related to equipment purchases at our Velardeña Operations in Mexico relating to payments remaining for mobile equipment that had been ordered at December 31, 2011 and will be delivered in 2012.


From time to time we enter into lease or option agreements related to exploration properties that are of interest to us. These agreements typically contain escalating lease payments required to maintain our exploration rights to the property. Such agreements are not included in the above table because exploration success is historically low and we have the right to terminate the agreements at any time. For example, at the El Quevar project we control the Nevado I concession pursuant to a purchase option agreement with a third party concession owner. Our remaining payment on the Nevado I option agreement totals $550,000 and has been extended to June, 2015.

Off-Balance Sheet Arrangements

 

We do not have any off balance sheet arrangements.

ITEM 7A:  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"“investment grade” or better. The rates received on such investments may fluctuate with changes in economic conditions. Based on the average cash, restricted cash, investments and restricted investment balances outstanding during the year ended December 31, 2011,2014, a 1.0% decrease in interest rates would have resulted in a reduction in interest income for the period of less than approximately $0.9$0.1 million.

Foreign Currency Exchange Risk

 

Although most of our expenditures are in U.S. dollars, certain purchases of labor, operating supplies and capital assets are denominated in other currencies. As a result, currency exchange fluctuations may impact the costs of our operations.mining and exploration activities. To reduce this risk, we maintain minimum cash balances in foreign currencies and complete most of our purchases in U.S. dollars.

42



Commodity Price Risk

 

We are primarily engaged in the operationexploration and further developmentmining of properties containing silver, 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 developmine on our properties. For further detail regarding the effect on our expected cash flow from fluctuations in silver and operate our properties.gold prices, see “Item 7: Management’s Discussion and Analysis—Liquidity and Capital Resources” above.

ITEM 8:  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

The consolidated financial statements and supplementary information filed as part of this Item 8 are listed under Part IV, Item 15, "Exhibits,“Exhibits, Financial Statement Schedules"Schedules” and contained in this annual report on Form 10-K at page F-1.

ITEM 9:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.


ITEM 9A:  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

 

The management of Golden Minerals Company has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of December 31, 2011.2014.

 

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2011,2014, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act")),Act) were effective and designed to provide reasonable assurance that (i) information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC'sSEC’s rules and forms, and (ii) information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

 

The management of Golden Minerals, Company, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

 

Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Management'sManagement’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act, as amended)Act). Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of our internal control over financial reporting as of December 31, 2011.2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO")(COSO) inInternal Control—Integrated Framework. Based on our assessment, management has concluded that, as of December 31, 2011,2014, our internal control over financial reporting is effective based on these criteria.

 Management has excluded the operations of ECU Silver Mining Inc. and its subsidiaries, which was acquired on and consolidated by the Company as of September 2, 2011, from its assessment of internal control over financial reporting. The acquired operations had a combined total assets and combined sales representing 68% and 100% respectively of the related consolidated financial statement amounts as of and for the year ended December 31, 2011.

        The effectiveness of the Company's internal control over financial reporting as of December 31, 2011 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report included in Item 8, "Financial Statements and Supplementary Data" of this annual report on Form 10-K.

Changes in Internal Control over Financial Reporting

 

There have been no changes in the Company'sCompany’s internal control over financial reporting during the quarter ended December 31, 20112014 that have materially affected, or are reasonably likely to materially affect, the Company'sCompany’s internal control over financial reporting.

ITEM 9B:  OTHER INFORMATION

 

None.


43




PART III

ITEM 10:  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

For Information regarding our executive officers, see "Items 1 and 2: Business and Properties—Executive Officers of Golden Minerals” and “Items 1 and 2: Business and Properties—Board of Directors of Golden Minerals."

 

Additional information is incorporated by reference from the information in our proxy statement for the 20122015 Annual Meeting of Stockholders, which we will file with the Securities and Exchange Commission within 120 days of the end of the fiscal year to which this report relates.

 

We have adopted a code of ethics that applies to all of our employees, including the principal executive officer, principal financial officer, principal accounting officer, and those of our officers performing similar functions. The full text of our code of ethics can be found on the Corporate Governance page on our website. In the event our boardBoard of Directors approves an amendment to or waiver from any provision of our code of ethics, we will disclose the required information pertaining to such amendment or waiver on our website.

ITEM 11:  EXECUTIVE COMPENSATION

 

Incorporated by reference from the information in our proxy statement for the 20122015 Annual Meeting of Stockholders, which we will file with the Securities and Exchange Commission within 120 days of the end of the fiscal year to which this report relates.

ITEM 12:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

Incorporated by reference from the information in our proxy statement for the 20122015 Annual Meeting of Stockholders, which we will file with the Securities and Exchange Commission within 120 days of the end of the fiscal year to which this report relates.

ITEM 13:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

Incorporated by reference from the information in our proxy statement for the 20122015 Annual Meeting of Stockholders, which we will file with the Securities and Exchange Commission within 120 days of the end of the fiscal year to which this report relates.

ITEM 14:  PRINCIPAL ACCOUNTING FEES AND SERVICES

 

Incorporated by reference from the information in our proxy statement for the 20122015 Annual Meeting of Stockholders, which we will file with the Securities and Exchange Commission within 120 days of the end of the fiscal year to which this report relates.


PART IV

ITEM 15:  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)

    (a)
    Documents filed as part of this annual report on Form 10-K or incorporated by reference:

    (1)

    Our consolidated financial statements are listed on the "Index“Index to Financial Statements"Statements” on Page F-1 to this report.

    (2)

    Financial Statement Schedules (omitted because they are either not required, are not applicable, or the required information is disclosed in the notes to the financial statements or related notes).

    (3)

    The following exhibits are filed with this annual report on Form 10-K or incorporated by reference.

    44



    EXHIBITS

    EXHIBITS

    Exhibit
    Number

    Description

    Exhibit NumberDescription

    1.1

    1.1

    Underwriting Agreement between Golden Minerals Company and the Underwriters named therein,Wells Fargo Securities, LLC dated as of October 7, 2010.September 13, 2012.(1)



    3.1


    1.2


    Underwriting Agreement between Golden Minerals Company and Roth Capital Partners, LLC, dated as of September 5, 2014.(13)

    3.1

    Amended and Restated Certificate of Incorporation of Golden Minerals Company.(2)



    3.2


    3.2


    First Amendment to the Amended and Restated Certificate of Incorporation of Golden Minerals Company.(5)(3)



    3.3


    3.3


    Bylaws of Golden Minerals Company.(2)



    4.1


    4.1


    Specimen of Common Stock Certificate.(3)(4)



    4.2


    4.2


    Supplemental Warrant Indenture, dated as of September 2, 2011, by and among Golden Minerals, ECU Silver Mining Inc,Inc., and Computershare, including Form of Warrant Certificate.(5)(3)



    4.3


    4.3


    Third Supplemental Warrant Indenture, dated as of September 2, 2011, by and among Golden Minerals, ECU Silver Mining Inc,Inc., and Computershare, including Form of Bilingual Warrant Certificate.(5)(3)



    10.1


    4.4


    Warrant Agreement by and between Golden Minerals Company and Computershare Trust Company N.A. dated as of September 19, 2012.(1)

    4.5

    Warrant by and between Golden Minerals Company and Sentient Global Resources Fund IV, L.P. dated as of September 19, 2012.(1)

    4.6

    Warrant Agreement by and between Golden Minerals Company and Computershare Trust Company N.A. dated as of September 10, 2014 (Public Offering). (13)

    4.7

    Warrant Agreement by and between Golden Minerals Company and Computershare Trust Company N.A. dated as of September 10, 2014 (Sentient Private Placement). (14)

    10.1

    Form of Indemnification Agreement.(2)



    10.2


    10.2


    Form of Change of Control Agreement.(2)



    10.3


    10.3


    Amendment No. 1 to Change of Control Agreement.(5)

    10.4

    Golden Minerals Company Amended and Restated 2009 Equity Incentive Plan.(6)



    10.4


    10.5


    Form of Restricted Stock Award Agreement Pursuant to the 2009 Equity Incentive Plan.(7)



    10.5


    10.6


    Golden Minerals Company Replacement Stock Option Plan.(9)(8)



    10.6


    10.7


    Non-Employee Directors Deferred Compensation and Equity Award Plan.(7)



    10.7



    Registration Rights Agreement, dated January 7, 2010, by and among Golden Minerals Company, Sentient Global Resources Fund III, LP, and SGRF III Parallel I, LP.(4)


    10.8


    10.8



    Form of Non-Qualified Stock Option Award Agreement Pursuant to the Amended and Restated 2009 Equity Incentive Plan.(10)(9)



    10.9



    Subscription Agreement, dated as of October 11, 2010, by and among Golden Minerals Company, Sentient Global Resources Fund III, LP, and SGRF III Parallel I, LP.(1)


    10.9


    10.10



    Registration Rights Agreement, dated October 22, 2010, by and among Golden Minerals Company, Sentient Global Resources Fund III, LP, and SGRF III Parallel I, LP.(11)


    10.11


    Arrangement Agreement, dated June 24, 2011, between Golden Minerals Company and ECU Silver Mining Inc.(12)


    10.12


    Subscription Agreement, dated June 24, 2011, between Golden Minerals Company and ECU Silver Mining Inc.(12)


    10.13


    0.0% Convertible Senior Unsecured Note due June 30, 2012, between Golden Minerals Company and ECU Silver Mining Inc.(3)


    10.14


    Subscription Agreement by and among Golden Minerals Company, Sentient Global Resources Fund III, L.P., SGRF III Parallel I, L.P. and Sentient Global Resources Fund IV, L.P. dated as of October 7, 2011.(8)

    Exhibit NumberDescription
    10.15Registration Rights Agreement by and among Golden Minerals Company, Sentient Global Resources Fund III, L.P., SGRF III Parallel I, L.P. and Sentient Global Resources Fund IV, L.P. dated as of October 7, 2011.(8)(10)



    21.1


    10.10

    Registration Rights Agreement between Golden Minerals Company and Sentient Global Resources Fund IV, L.P. dated as of September 19, 2012.(1)

    10.11

    Subscription Agreement between Golden Minerals Company and Sentient Global Resources Fund IV, L.P. dated as of September 10, 2014.(14)

    10.12

    Registration Rights Agreement between Golden Minerals Company and Sentient Global Resources Fund IV, L.P. dated as of September 10, 2014.(13)

    10.13

    Stock Surrender and Unit Grant Agreement dated as of December 13, 2013.(11)

    10.14

    Golden Minerals Company 2013 Key Employee Long-Term Incentive Plan.(11)

    45



    Exhibit
    Number

    Description

    21.1

    Subsidiaries of the Company.*



    23.1


    23.1


    Consent of PricewaterhouseCoopers LLP.EKS&H, LLLP.*



    23.2


    23.2


    Consent of Micon International Limited.Tetra Tech.*



    31.1


    23.3


    Consent of RungePincockMinarco.*

    31.1

    Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002).*



    31.2


    31.2


    Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002).*



    32.1


    32.1


    Certificate of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).**



    101.INS


    101.INS


    XBRL Instance Document**



    101.SCH


    101.SCH


    XBRL Taxonomy Extension Schema Document**



    101.CAL


    101.CAL


    XBRL Taxonomy Calculation Linkbase Document**



    101.DEF


    101.DEF


    XBRL Taxonomy Definition Document**



    101.LAB


    101.LAB


    XBRL Taxonomy Label Linkbase Document**



    101.PRE


    101.PRE


    XBRL Taxonomy Presentation Linkbase Document**


    (1)

    Incorporated by reference to our Current Report on Form 8-K filed October 12, 2010.

    September 19, 2012.

    (2)

    Incorporated by reference to our Current Report on Form 8-K filed March 30, 2009.

    (3)

    Incorporated by reference to our Current Report on Form 8-K filed July 19, 2011.

    (4)
    Incorporated by reference to our Current Report on Form 8-K filed January 13, 2010.

    (5)
    Incorporated by reference to our Current Report on Form 8-K filed September 9, 2011.

    (6)

    (4)Incorporated by reference to our Form S-1/A Registration Statement filed November 16, 2009.

    (5)Incorporated by reference to our Current Report on Form S-88-K filed May 8, 2009.

    28, 2013.

    (6)Incorporated by reference to our Quarterly Report on Form 10-Q filed August 6, 2014.

    (7)

    Incorporated by reference to our Quarterly Report on Form 10-Q filed August 10, 2009.

    (8)

    Incorporated by reference to our Form S-8 Registration Statement filed September 2, 2011.

    (9)Incorporated by reference to our Quarterly Report on Form 10-Q filed May 4, 2010.

    (10)Incorporated by reference to our Current Report on Form 8-K filed October 11, 2011.

    (9)

    (11)Incorporated by reference to our Current Report on Form S-8 Registration Statement8-K filed December 18, 2013.

    (12)Incorporated by reference to our Current Report on Form 8-K filed August 15, 2013.

    (13)Incorporated by reference to our Current Report on Form 8-K filed September 2, 2011.

    (10)
    10, 2014.

    (14)Incorporated by reference to our Quarterly Report on Form 10-Q filed May 4, 2010.

    (11)
    Incorporated by reference to our Current Report on Form 8-K filed October 26, 2010.

    (12)
    Incorporated by reference to our Current Report on Form 8-K filed June 30, 2011.

    November 6, 2014.

    *

    Filed herewith.

    **

    These interactive data files are furnished and deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

    Furnished herewith.

    46




    SIGNATURES
    SIGNATURES

     

    Pursuant to the requirements of Section 13 or 15(d) 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.

    Dated: February 27, 2015

    Dated: March 8, 2012

    GOLDEN MINERALS COMPANY

    Registrant




    By:


    By:


    /s/ JEFFREY G. CLEVENGER


    Jeffrey G. Clevenger

    President and Chief Executive Officer

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

    Signature

    Title

    Date






    /s/ JEFFREY G. CLEVENGER


    Jeffrey G. Clevenger

    President and Chief Executive Officer
    (Principal (Principal Executive Officer) and
    Chairman of the Board of Directors

    March 8, 2012

    February 27, 2015


    Jeffrey G. Clevenger

    /s/ ROBERT P. VOGELS


    Robert P. Vogels



    Senior Vice President and Chief
    Financial Officer (Principal Financial
    and Accounting Officer)



    March 8, 2012

    February 27, 2015


    Robert P. Vogels

    /s/ W. DURAND EPPLER


    W. Durand Eppler



    Director



    March 8, 2012

    February 27, 2015


    W.Durand Eppler

    /s/ MICHAEL T. MASON


    Director

    February 27, 2015

    Michael T. Mason



    Director



    March 8, 2012


    /s/ IAN MASTERTON-HUME


    Ian Masterton-Hume



    Director



    March 5, 2012

    February 27, 2015


    Ian Masterton-Hume

    /s/ KEVIN R. MORANO


    Director

    February 27, 2015

    Kevin R. Morano



    Director



    March 8, 2012


    /s/ TERRY M. PALMER


    Director

    February 27, 2015

    Terry M. Palmer



    Director



    March 8, 2012


    /s/ ANDREW N. PULLAR

    Director

    February 27, 2015

    Andrew N. Pullar

    /s/ DAVID H. WATKINS


    Director

    February 27, 2015

    David H. Watkins



    Director



    March 8, 2012


    47




    GOLDEN MINERALS COMPANY

    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX

    Page


    F-1



    Report of Independent Registered Public Accounting Firm

    To the REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    Board of Directors and Stockholders of

    Golden Minerals Company:Company

            In our opinion,Golden, Colorado

    We have audited the accompanying consolidated balance sheets of Golden Minerals Company and subsidiaries (the “Company”) as of December 31, 20112014 and 20102013, and the related consolidated statements of operations and comprehensive income (loss), ofloss, changes in equity, (deficit) and of cash flows for the years then ended and the period March 25, 2009 through December 31, 2009 present fairly, in all material respects, the financial position of Golden Minerals Company and its subsidiaries (Successor Company) at December 31, 2011 and 2010, and the results of their operations and their cash flows for the years then ended and for the period from March 25, 2009 through December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on criteria established inInternal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).ended.  The Company'sCompany’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A.statements.  Our responsibility is to express opinionsan opinion on these financial statements and on the Company's internal control over financial reporting based on our audits (which was an integrated audit in 2011). audits.

    We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinion.

            As discussed in Note 26 to the consolidated financial statements, the United States Bankruptcy Court for the Southern District of New York confirmed the Company's Joint Plan of Reorganization (the "plan") on March 4, 2009. Confirmation of the plan resulted in the discharge of all claims against the Company that arose before January 12, 2009 and terminates all rights and interests of equity security holders as provided for in the plan. The plan was substantially consummated on March 24, 2009 and the Company emerged from bankruptcy. In connection with its emergence from bankruptcy, the Company adopted fresh start accounting as of March 24, 2009.

            A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.


            Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

            As described in Management's Report on Internal Control over Financial Reporting, management has excluded ECU Silver Mining Inc. from its assessment of internal control over financial reporting as of December 31, 2011 because it was acquired by the Company in a purchase business combination during 2011. We have also excluded ECU Silver Mining Inc. from our audit of internal control over financial reporting. ECU Silver Mining Inc. is a wholly-owned subsidiary whose total assets and total revenues, on a combined basis, represent 68% and 100%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2011.

    /s/ PricewaterhouseCoopers LLP
    Denver, Colorado
    March 8, 2012


    Report of Independent Registered Public Accounting Firm

    To the Board of Directors and Stockholders of Apex Silver Mines Limited:

            In our opinion, the accompanying consolidated statements of operations and comprehensive income (loss), of changes in equity (deficit) and of cash flows for the period from January 1, 2009 to March 24, 2009 present fairly, in all material respects, the results of operations and cash flows of Apex Silver Mines Limited and its subsidiaries (Predecessor Company) for the period from January 1, 2009 to March 24, 2009, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, andas well as evaluating the overall financial statement presentation.  We believe that our audit providesaudits provide a reasonable basis for our opinion.

     As discussed in Note 26 to

    In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Golden Minerals Company filed a petition on January 12, 2009and subsidiaries as of December 31, 2014 and 2013 and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States Bankruptcy Court for the Southern District of New York for reorganization under the provisions of Chapter 11 of the Bankruptcy Code. The Company's Joint Plan of Reorganization was substantially consummated on March 24, 2009 and the Company emerged from bankruptcy. In connection with its emergence from bankruptcy, the Company adopted fresh start accounting.America.

    /s/ PricewaterhouseCoopers LLP

    EKS&H LLLP

    February 27, 2015

    Denver, Colorado
    February 22, 2010


    F-2




    GOLDEN MINERALS COMPANY

    CONSOLIDATED BALANCE SHEETS

    (Expressed in United States dollars)

     
     December 31,
    2011
     December 31,
    2010
     
     
     (in thousands, except share
    data)

     

    Assets

           

    Current assets

           

    Cash and cash equivalents

     $48,649 $120,990 

    Investments (Note 5)

        601 

    Inventories (Note 7)

      5,312   

    Value added tax receivable (Note 8)

      1,317   

    Prepaid expenses and other assets (Note 6)

      3,119  1,695 
          

    Total current assets

      58,397  123,286 

    Property, plant and equipment, net (Note 9)

      284,199  10,139 

    Goodwill

      70,155   

    Assets held for sale (Note 9)

        1,795 

    Prepaid expenses and other assets (Note 6)

      264  398 
          

    Total assets

     $413,015 $135,618 
          

    Liabilities and Equity

           

    Current liabilities

           

    Accounts payable and other accrued liabilities (Note 10)

     $8,070 $2,931 

    Other current liabilities (Note 13)

      7,505  67 
          

    Total current liabilities

      15,575  2,998 

    Asset retirement and reclamation liabilities (Note 11)

      3,781  220 

    Deferred tax liability (Note 15)

      55,603  202 

    Other long term liabilities (Note 13)

      288  380 
          

    Total liabilities

      75,247  3,800 
          

    Commitments and contingencies (Note 20)

           

    Equity (Note 16)

           

    Common stock, $.01 par value, 100,000,000 shares authorized; 35,690,035 and 15,124,567 shares issued and outstanding, respectively

      355  152 

    Additional paid in capital

      453,756  185,051 

    Accumulated deficit

      (116,221) (53,550)

    Accumulated other comprehensive income (loss)

      (122) 165 
          

    Shareholders' equity

      337,768  131,818 
          

    Total liabilities and equity

     $413,015 $135,618 
          

     

     

    December 31,

     

    December 31,

     

     

     

    2014

     

    2013

     

     

     

    (in thousands, except share data)

     

    Assets

     

     

     

     

     

    Current assets

     

     

     

     

     

    Cash and cash equivalents (Note 3)

     

    $

    8,579

     

    $

    19,146

     

    Trade receivables

     

     

    25

     

    Inventories (Note 5)

     

    1,497

     

    449

     

    Value added tax receivable (Note 6)

     

    1,316

     

    1,765

     

    Prepaid expenses and other assets (Note 4)

     

    835

     

    1,091

     

    Total current assets

     

    12,227

     

    22,476

     

    Property, plant and equipment, net (Note 7)

     

    29,031

     

    32,375

     

    Prepaid expenses and other assets (Note 4)

     

     

    30

     

    Total assets

     

    $

    41,258

     

    $

    54,881

     

    Liabilities and Equity

     

     

     

     

     

    Current liabilities

     

     

     

     

     

    Accounts payable and other accrued liabilities (Note 10)

     

    $

    1,639

     

    $

    1,365

     

    Other current liabilities (Note 12)

     

    2,551

     

    4,405

     

    Total current liabilities

     

    4,190

     

    5,770

     

    Asset retirement and reclamation liabilities (Note 11)

     

    2,685

     

    2,602

     

    Warrant liability (Note 15)

     

    1,554

     

     

    Other long term liabilities (Note 12)

     

    95

     

    53

     

    Total liabilities

     

    8,524

     

    8,425

     

     

     

     

     

     

     

    Commitments and contingencies (Note 20)

     

     

     

     

     

    Equity (Note 15)

     

     

     

     

     

    Common stock, $.01 par value, 100,000,000 shares authorized; 53,162,833 and 43,530,833 shares issued and outstanding, respectively

     

    532

     

    435

     

    Additional paid in capital

     

    484,197

     

    494,647

     

    Accumulated deficit

     

    (451,995

    )

    (448,626

    )

    Shareholders’ equity

     

    32,734

     

    46,456

     

    Total liabilities and equity

     

    $

    41,258

     

    $

    54,881

     

     

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


    F-3




    GOLDEN MINERALS COMPANY

    CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

    LOSS

    (Expressed in United States dollars)

     
     The Year
    Ended
    December 31, 2011
     The Year
    Ended
    December 31, 2010
     The Period
    March 25, 2009
    Through
    December 31, 2009
     The Period
    January 1, 2009
    Through
    March 24, 2009
     
     
     (Successor)
     (Predecessor)
     
     
     (in thousands except per share data)
     

    Revenue:

                 

    Sale of metals (Note 18)

     $1,836 $ $ $ 

    Management service fees (Note 18)

        11,216  11,067  1,350 

    Costs and expenses:

                 

    Cost of metals sold (exclusive of depreciation shown below) (Note 18)

      (6,086)      

    Costs of services (Note 18)

        (2,566) (3,751)  

    Exploration expense

      (17,774) (13,353) (12,617) (3,482)

    El Quevar project expense

      (27,342) (15,755)    

    Velardeña project expense

      (587)      

    Administrative expense

      (8,729) (8,600) (8,430) (4,779)

    Severance and acquisition related costs

      (7,171)      

    Stock based compensation

      (5,541) (3,281) (1,666) (2,717)

    Reclamation expense

      (231)      

    (Impairment) reversal of impairment of long live assets

        873  (1,687)  

    Other operating income, net

      660  311  1,043   

    Depreciation, depletion and amortization

      (2,792) (1,095) (626) (102)
              

    Total costs and expenses

      (75,593) (43,466) (27,734) (11,080)
              

    Loss from operations

      (73,757) (32,250) (16,667) (9,730)

    Other income and expenses:

                 

    Interest and other income

      11,615  178  260  1,010 

    Royalty income

      396  314  399  88 

    Interest and other expense

      (1,254)     (345)

    Loss on foreign currency

      (1,326) (89) (69) (13)

    Gain (loss) on extinguishment of debt

      (474)     248,165 

    Loss on auction rate securities

          (2,199) (828)

    Reorganization costs, net

          (1,032) (3,683)

    Fresh start accounting adjustments

            9,122 
              

    Other total income and expenses

      8,957  403  (2,641) 253,516 
              

    Income (loss) from continuing operations before income taxes

      (64,800) (31,847) (19,308) 243,786 

    Income taxes

      2,129  (1,427) (968) (165)
              

    Net income (loss) from continuing operations

      (62,671) (33,274) (20,276) 243,621 

    Loss from discontinued operations

            (4,153)
              

    Net income (loss)

     $(62,671)$(33,274)$(20,276)$239,468 

    Net (income) loss attributable to noncontrolling interest

     $ $ $ $(7,869)
              

    Net income (loss) attributable to the Successor/Predecessor stockholders

     $(62,671)$(33,274)$(20,276)$231,599 
              

    Other comprehensive gain (loss):

                 

    Unrealized gain (loss) on securities

     $(287)$11 $154 $940 
              

    Comprehensive income (loss) attributable to Successor/Predecessor stockholders

     $(62,958)$(33,263)$(20,122)$232,539 
              

    Net income (loss) per Common/Ordinary Share—basic

                 

    Income (loss) from continuing operations attributable to the Successor/Predecessor stockholders

     $(2.94)$(3.72)$(6.78)$4.13 

    Income (loss) from discontinued operations attributable to the Successor/Predecessor stockholders

            (0.20)
              

    Income (loss) attributable to the Successor/Predecessor stockholders

     $(2.94)$(3.72)$(6.78)$3.93 
              

    Net income (loss) per Common/Ordinary Share—diluted

                 

    Loss from continuing operations attributable to the Successor/Predecessor stockholders

     $(2.94)$(3.72)$(6.78)$(0.06)

    Loss from discontinued operations attributable to the Successor/Predecessor stockholders

            (0.17)
              

    Loss attributable to the Successor/Predecessor stockholders

     $(2.94)$(3.72)$(6.78)$(0.23)
              

    Weighted average Common Stock/Ordinary Shares outstanding—basic

      21,280,916  8,947,739  2,989,562  59,000,832 
              

    Weighted average Common Stock/Ordinary Shares outstanding—diluted

      21,280,916  8,947,739  2,989,562  69,171,400 
              

     

     

    The Years Ended December 31,

     

     

     

    2014

     

    2013

     

     

     

    (in thousands except per share data)

     

    Revenue:

     

     

     

     

     

    Sale of metals (Note 16)

     

    $

    235

     

    $

    10,680

     

    Costs and expenses:

     

     

     

     

     

    Cost of metals sold (exclusive of depreciation shown below) (Note 16)

     

    (1,655

    )

    (17,534

    )

    Exploration expense

     

    (5,528

    )

    (4,575

    )

    El Quevar project expense

     

    (1,597

    )

    (2,628

    )

    Velardeña project expense

     

    (3,126

    )

    (3,052

    )

    Velardeña shutdown and care & maitntenance costs

     

    (2,457

    )

    (6,374

    )

    Administrative expense

     

    (4,642

    )

    (5,610

    )

    Stock based compensation

     

    (926

    )

    (1,555

    )

    Reclamation expense

     

    (199

    )

    (184

    )

    Impairment of long lived assets (Note 8)

     

     

    (243,985

    )

    Impairment of goodwill (Note 9)

     

     

    (11,666

    )

    Other operating income, net

     

    691

     

    3,526

     

    Depreciation, depletion and amortization

     

    (3,128

    )

    (6,927

    )

    Total costs and expenses

     

    (22,567

    )

    (300,564

    )

    Loss from operations

     

    (22,332

    )

    (289,884

    )

    Other income and (expenses):

     

     

     

     

     

    Interest and other income (Note 17)

     

    1,708

     

    444

     

    Warrant derivative income (Note 18)

     

    1,693

     

     

    Gain (loss) on foreign currency

     

    108

     

    (626

    )

    Other total income and (expenses)

     

    3,509

     

    (182

    )

    Loss before income taxes

     

    (18,823

    )

    (290,066

    )

    Income taxes benefit (Note 14)

     

     

    49,686

     

    Net loss

     

    $

    (18,823

    )

    $

    (240,380

    )

    Other comprehensive gain:

     

     

     

     

     

    Unrealized gain on securities, net of tax

     

    $

     

    $

    90

     

    Comprehensive loss

     

    $

    (18,823

    )

    $

    (240,290

    )

    Net loss per common share — basic and diluted

     

     

     

     

     

    Loss

     

    $

    (0.41

    )

    $

    (5.61

    )

    Weighted average Common Stock outstanding - basic and diluted

     

    45,862,419

     

    42,838,735

     

     

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


    F-4




    GOLDEN MINERALS COMPANY

    CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

    (Expressed in United States dollars)

     
     Common Stock  
      
     Accumulated
    Other
    Comprehensive
    income (loss)
      
      
     
     
     Additional
    Paid-in
    Capital
     Accumulated
    Deficit
     Noncontrolling
    Interest
     Total
    Equity
    (Deficit)
     
     
     Shares Amount 
     
     (in thousands except share data)
     

    (Predecessor)

                          

    Balance, December 31, 2008

      59,000,832 $590 $680,901 $(880,020)$(551)$150,792 $(48,288)

    Stock compensation accrued

          2,920        2,920 

    Ordinary Shares of Apex Silver Mines Limited to be canceled

      (59,000,832) (590) (683,821)       (684,411)

    Unrealized loss on marketable equity securities

              940    940 

    Net income (loss)

            231,599    7,869  239,468 

    Capital contributions

                3,500  3,500 

    Interest payable to noncontrolling interest

                7,899  7,899 

    Elimination of Predecessor accumulated deficit

            648,421      648,421 

    Elimination of Predecessor accumulated OCI

              (389)   (389)

    Elimination of Predecessor Noncontrolling Interest

                (170,060) (170,060)
                    

    Balance, March 24, 2009

       $ $ $ $ $ $ 
                    

    (Successor)

                          

    Issuance of new equity in connection with emergence from Chapter 11

      3,000,000 $30 $36,230 $ $ $ $36,260 

    Stock compensation accrued, net of forfeitures

      242,500  2  1,664        1,666 

    Treasury shares acquired

      (3,885)   (40)       (40)

    Unrealized gain on marketable equity securities

              154    154 

    Noncontrolling interest in mineral properties

                794  794 

    Net loss

            (20,276)     (20,276)
                    

    Balance, December 31, 2009

      3,238,615 $32 $37,854 $(20,276)$154 $794 $18,558 

    Purchase of El Quevar noncontrolling interest

      400,000  4  771      (794) (19)

    Private placements, net

      2,939,790  30  34,592        34,622 

    Public offerings, net

      8,315,484  83  108,753        108,836 

    Stock compensation accrued

      255,750  3  3,278        3,281 

    Treasury shares acquired and retired

      (25,072)   (197)       (197)

    Unrealized gain on marketable equity securities

              11    11 

    Net loss

            (33,274)     (33,274)
                    

    Balance, December 31, 2010

      15,124,567 $152 $185,051 $(53,550)$165 $ $131,818 

    Stock compensation accrued

      331,166    5,540        5,540 

    Treasury shares acquired and retired

      (106,056)   (1,834)       (1,834)

    Warrants exercised

      104,889  1  (1)        

    Shares issued to ECU shareholder's and officers

      16,117,319  161  224,514        224,675 

    ECU replacement options and warrants

          9,853        9,853 

    Private placements, net

      4,118,150  41  30,633        30,674 

    Unrealized gain on marketable equity securities

              (287)   (287)

    Net loss

            (62,671)     (62,671)
                    

    Balance, December 31, 2011

      35,690,035 $355 $453,756 $(116,221)$(122)$ $337,768 
                    

     

     

     

     

     

     

     

     

     

     

    Accumulated

     

     

     

     

     

     

     

     

     

     

     

     

     

    Other

     

     

     

     

     

     

     

     

     

    Additional

     

     

     

    Comprehensive

     

     

     

     

     

    Common Stock

     

    Paid-in

     

    Accumulated

     

    income

     

    Total

     

     

     

    Shares

     

    Amount

     

    Capital

     

    Deficit

     

    (loss)

     

    Equity

     

     

     

    (in thousands except share data)

     

    Balance, December 31, 2012

     

    43,265,833

     

    $

    433

     

    $

    493,175

     

    $

    (208,246

    )

    $

    (90

    )

    $

    285,272

     

    Stock compensation accrued

     

    265,000

     

    2

     

    1,553

     

     

     

    1,555

     

    KELTIP mark-to-market

     

     

     

    (81

    )

     

     

    (81

    )

    Realized gain on marketable equity securities, net of tax

     

     

     

     

     

    90

     

    90

     

    Net loss

     

     

     

     

    (240,380

    )

     

    (240,380

    )

    Balance, December 31, 2013

     

    43,530,833

     

    $

    435

     

    $

    494,647

     

    $

    (448,626

    )

    $

     

    $

    46,456

     

    Stock compensation accrued

     

    140,000

     

    2

     

    924

     

     

     

    926

     

    KELTIP mark-to-market

     

     

     

    12

     

     

     

    12

     

    Registered offering stock units, net (Note 15)

     

    3,692,000

     

    37

     

    1,502

     

     

     

    1,539

     

    Private placements stock units, net (Note 15)

     

    5,800,000

     

    58

     

    2,729

     

     

     

    2,787

     

    Reclassification to reflect warrant liability (Note 15)

     

     

     

    (15,617

    )

    15,454

     

     

    (163

    )

    Net loss

     

     

     

     

    (18,823

    )

     

    (18,823

    )

    Balance, December 31, 2014

     

    53,162,833

     

    $

    532

     

    $

    484,197

     

    $

    (451,995

    )

    $

     

    $

    32,734

     

     

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


    F-5




    GOLDEN MINERALS COMPANY

    CONSOLIDATED STATEMENTS OF CASH FLOWS

    (Expressed in United States dollars)

     
     The Year
    Ended
    December 31, 2011
     The Year
    Ended
    December 31, 2010
     The Period
    March 25, 2009
    Through
    December 31, 2009
     The Period
    January 1, 2009
    Through
    March 24, 2009
     
     
     (Successor)
     (Predecessor)
     
     
     (in thousands)
     

    Cash flows from operating activities:

                 

    Net cash used in operating activities (Note 19)

     $(66,604)$(27,845)$(23,247)$(13,849)
              

    Cash flows from investing activities:

                 

    Purchase of available-for-sale investments

        (6,003)   (4,447)

    Sale of available-for-sale investments

      1,233  6,441  3,386  21,113 

    Cash received net of cash paid in ECU merger

      5,614       

    Convertible note issued to ECU

      (15,713)      

    Released from restricted cash to collateralize credit facility, letters of credit and interest payments, net

            5,732 

    Proceeds from sale of interest in subsidiary

            25,225 

    Proceeds from sale of assets

      505  583  3,650   

    Additions to property, plant and equipment

      (8,490) (4,213) (839) (4,580)
              

    Net cash provided by (used in) investing activities

      (16,851) (3,192) 6,197  43,043 
              

    Cash flows from financing activities:

                 

    Proceeds from issuance of common stock, net of issue costs

      30,674  143,457     

    Payment of notes and long term debt

      (15,511)     (47,297)

    Payment of customer advance

      (4,049)      

    Amounts drawn on DIP facility

            6,500 

    Minority interest contributions

            3,500 
              

    Net cash provided by (used in) financing activities

      11,114  143,457    (37,297)
              

    Net increase (decrease) in cash and cash equivalents

      (72,341) 112,420  (17,050) (8,103)

    Cash and cash equivalents, beginning of period

      120,990  8,570  25,620  33,723 
              

    Cash and cash equivalents, end of period

     $48,649 $120,990 $8,570 $25,620 
              

    Supplemental information:

                 

    Interest paid, net of amounts capitalized

     $885 $ $ $3,326 
              

    Income taxes paid

     $ $1,459 $1,305 $169 
              

     

     

    The Years Ended December 31,

     

     

     

    2014

     

    2013

     

     

     

    (in thousands)

     

    Cash flows from operating activities:

     

     

     

     

     

    Net cash used in operating activities (Note 19)

     

    $

    (18,459

    )

    $

    (27,878

    )

    Cash flows from (used in) investing activities:

     

     

     

     

     

    Sale of available-for-sale investments

     

     

    198

     

    Proceeds from sale of assets

     

    982

     

    4,217

     

    Additions to property, plant and equipment

     

    (500

    )

    (1,797

    )

    Net cash from investing activities

     

    482

     

    2,618

     

    Cash flows from financing activities:

     

     

     

     

     

    Proceeds from issuance of common stock, net of issue costs

     

    7,410

     

     

    Net cash from financing activities

     

    7,410

     

     

    Net decrease in cash and cash equivalents

     

    (10,567

    )

    (25,260

    )

    Cash and cash equivalents, beginning of period

     

    19,146

     

    44,406

     

    Cash and cash equivalents, end of period

     

    $

    8,579

     

    $

    19,146

     

     

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


    F-6



    1. OperationsGOLDEN MINERALS COMPANY

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (Expressed in United States dollars)

     

    1.Basis of Preparation of Financial Statements

    Golden Minerals Company (the "Company"“Company”), a Delaware corporation, completedis a business combination (the "Transaction") on September 2, 2011 with ECU Silver Mining Inc. ("ECU"), as more fully described in Note 3. The primary asset acquired in the Transaction was themining company, holding a 100% interest in the Velardeña mineand Chicago precious metals mining properties in Mexico ("Velardeñ(the “Velardeña Operations"Properties”). The Company is primarily engagedfocused on efforts to optimize mining and processing activities at the Velardeña Properties in order to achieve positive net cash flows at the Velardeña Properties. The Company is also focused on establishing a second group of mining assets, which may include those recently acquired assets in the operationParral District in Chihuahua Mexico and obtaining oxide feed from outside sources to enable restart of the oxide plant, in order to generate sufficient revenue, along with revenue from the Velardeña Properties, to fund continuing business activities. The Company is continuing its exploration efforts on selected properties in its portfolio of 30 exploration properties located primarily in Mexico. It continues to hold its El Quevar property on care and maintenance and to reduce holding costs until it can find a partner to further advance the project. The Company is also reviewing strategic opportunities, focusing primarily on development or operating properties in North America, including Mexico.

    The Company is considered an exploration stage company under the criteria set forth by the Securities and Exchange Commission (“SEC”) as the Company has not yet demonstrated the existence of proven or probable mineral reserves, as defined by the SEC Industry Guide 7, at the Velardeña Properties, or any of the Company’s other properties.  As a result, and in accordance with accounting principles generally accepted in the United States (“U.S. 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 do 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 reserves, substantially all expenditures at the Company’s Velardeña Properties for mine construction activity, as well as costs associated with the mill facilities, and for items that do not have a readily identifiable market value apart from the mineralized material, have been expensed as incurred. Such costs are charged to cost of metals sold or project expense during the period depending on the nature of the costs. Certain of the costs may be reflected in inventories prior to the sale of the product. The term “mineralized material” as used herein, although permissible under SEC Industry Guide 7, does not indicate “reserves” by SEC standards. The Company cannot be certain that any deposits at the Velardeña Properties or any other exploration property will ever be confirmed or converted into SEC Industry Guide 7 compliant “reserves”.

    In June 2013 the Company suspended mining and processing at its Velardeña Properties. Following the shutdown, the Company continued to develop and evaluate plans to restart mining. The Company completed this evaluation and new mine plans in the second quarter 2014 and on July 1, 2014 restarted mining at the Velardeña Properties and began processing material from the mine on November 3, 2014. During 2014 the Company focused primarily on mining material from the San Mateo, Terneras and Roca Negra vein systems. Average grades in November were 109 grams per tonne silver and 1.3 grams per tonne gold, with payable metals generated from the processing facilities of approximately 12,000 ounces silver equivalent ounces, which is exclusive of process inventory in the circuit that required build up.  In December 2014 the mill began operating at nearly full capacity of an average 264 tonnes per day (“tpd”). The Company is continuing to ramp up to the 285 tpd rate, which it expects to achieve late in the first quarter 2015. Average grades in December were 127 grams per tonne silver and 1.8 grams per tonne gold, with payable metals generated from the processing facilities of approximately 31,000 ounces silver equivalent ounces. During the fourth quarter 2014, the Company sold approximately 16,000 ounces of silver and approximately 95 ounces of gold. In the first quarter 2015, the engineering firm Tetra Tech updated the Company’s estimate of mineralized material at the Velardeña Properties, and plans to finalize a Preliminary Economic Assessment (“PEA”) and a technical report pursuant to Canadian National Instrument 43-101 in respect of the Velardeña Operations, the advancement of its El Quevar advanced exploration property in Argentina, and the exploration and advancement of its portfolio of exploration properties in South America and Mexico.Properties.

     

    The 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, the continuing operations

    F-7



    GOLDEN MINERALS COMPANY

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

    (Expressed in United States dollars)

    of the Company are dependent upon its ability to secure sufficient funding and to generate future profitable operations.  The underlying value and recoverability of the amounts shown as mineral properties in the consolidated balance sheetNote 7 are dependent on the ability of the Company to generate positive cash flowflows from operations and to continue to fund exploration and development activities that would lead to profitable productionmining activities or to generate proceeds from the disposition of the mineral properties.  There can be no assurance that the Company will be successful in generating future profitable operations or securing additional funding in the future on terms acceptable to the Company or at all.

     Our predecessor, Apex Silver Mines Limited ("ASML"), was the 65% owner and operator of the San Cristóbal silver and zinc mine in Bolivia. Upon emergence from Chapter 11 reorganization on March 24, 2009, the San Cristóbal mine was sold and the Company became the successor to ASML for purposes of reporting under the U.S. federal securities laws. References in this Form 10-K to "Successor" refer to the accounts of the Company and its subsidiaries on or after March 25, 2009, the day following emergence from Chapter 11. References to "Predecessor" refer to the accounts of ASML and its subsidiaries prior to March 25, 2009.

    2. Liquidity and Capital Resources

            At December 31, 2011 the Company's aggregate cash and short-term investments totaled $48.6 million, which were comprised entirely of cash and cash equivalents. The Company expects to produce approximately 740,000 ounces of silver and 9,000 ounces of gold during 2012 from the Velardeña Operations. Assuming metals prices of $30.00 per ounce of silver and $1,500 per ounce of gold the Company expects to generate revenue from the sale of metals net of cost of metals sold of approximately $4.0 million during 2012. With the cash and investment balance at December 31, 2011 of $48.6 million, $4.0 million of revenue from the sale of metals net of cost of metals sold at the Velardeña Operations and approximately $1.0 million from royalties and other income anticipated during 2012, the Company plans to spend the following amounts during 2012 pursuant to its long-term business strategy:

      Approximately $24.0 million on capital and development costs related to the phased expansion project at the Velardeña Operations, including continued development of the San Mateo drift and other mine development and capital expenditures intended to increase the capacity and productivity of mine operations and plant facilities associated with an increase in oxide and sulfide ore production to 1,300 tonnes per day;

      Approximately $4.0 million at our El Quevar project to fund the continuation of project evaluation costs;

      Approximately $7.0 million on other exploration activities and property holding costs related to our portfolio of exploration properties located in South America and Mexico as we pursue strategies to monetize portions of the portfolio;

    2. Liquidity and Capital Resources (Continued)

      Approximately $8.0 million on general and administrative costs and $1.0 million on working capital and other items.

            Based on these projections, and assuming no cash generated by monetization of the exploration properties, we would end the year 2012 with a cash and investment balance of approximately $10.0 million. Assuming metals prices of $30.00 per ounce of silver and $1,500 per ounce of gold we expect that revenue from the sale of metals net of cost of metals sold will be positive at the Velardeña Operations beginning mid-year 2012. By the end of 2012, pursuant to the Velardeña intermediate mine expansion plan and with metals prices as noted previously, we expect revenue from the sale of metals net of cost of metals sold will be sufficient to offset ongoing corporate general and administrative costs and expenditures related to our exploration activities.

            The actual amount that we spend through the end of 2012 may vary significantly from the amounts specified above and will depend on a number of factors, including metals prices, the results of continuing operations and the success of the phased intermediate expansion project at the Velardeña Operations and the results of our continued project assessment work at El Quevar and our other exploration properties. There can be no assurance the expenditures planned for the intermediate expansion of the Velardeña Operations will result in the anticipated increase in silver and gold production. If production does not increase, or metals prices decline from the levels noted previously, we would be required to preserve our cash and investments by reducing project evaluation, exploration work, and general and administrative expenses; relying on the monetization of non-core assets; or securing additional funding from debt or equity. There can be no assurance that we would be successful in obtaining sufficient funding from any of these actions or sources in the future on terms acceptable to us or at all.

    3. Acquisition of ECU Silver Mining Inc.

            On September 2, 2011, the Company completed the Transaction with ECU. Pursuant to the terms and conditions of an agreement dated June 24, 2011, between the Company and ECU, the businesses of the Company and ECU were combined by way of a court-approved plan of arrangement (the "Arrangement") pursuant to the provisions of the Business Corporations Act (Québec).

            Pursuant to the Arrangement Agreement:

      each ECU common share outstanding immediately prior to the effective time of the Arrangement on September 2, 2011 (the "Effective Time") was exchanged for the right to receive 0.05 shares of the Company's common stock (the "Exchange Ratio") and Cdn$0.000394 in cash, resulting in the issuance of 16,004,111 shares of common stock and payment of approximately Cdn$126,112 in cash;

      each warrant to purchase ECU common shares (an "ECU Warrant") outstanding immediately prior to the Effective Time issued pursuant to ECU's February 2009 warrant indenture or ECU's December 2009 warrant indenture was exchanged at the Exchange Ratio for the right to receive a warrant to purchase shares of the Company's common stock (a "Replacement Warrant") on the same terms and conditions as were applicable to such ECU Warrant immediately prior to the Effective Time, resulting in the issuance of warrants to purchase 386,363 shares of the Company's common stock at an exercise price of Cdn$18.00 per share expiring on December 9, 2011, and warrants to purchase 1,831,929 shares of the Company's common stock at an exercise price of Cdn$19.00 per share expiring on February 20, 2014; and

    3. Acquisition of ECU Silver Mining Inc. (Continued)

      each option to purchase ECU common shares (an "ECU Option") outstanding immediately prior to the Effective Time granted under the ECU's stock option plan was exchanged at the Exchange Ratio for an option to purchase shares of the Company's common stock (a "Replacement Option") on the same terms and conditions as were applicable to the corresponding ECU Options immediately prior to the Effective Time; resulting in the issuance of options to purchase 653,000 shares of the Company's common stock at exercise prices ranging Cdn$16.00 and Cdn$60.00 and with expiration dates ranging from September 24, 2011 to October 22, 2014.

            The Company incurred approximately $4.7 million of transaction costs for financial advisory, legal, accounting, tax and consulting services as part of the Arrangement. The Company also incurred approximately $2.5 million in severance related payments as part of the termination of ECU's officers and certain employees following the acquisition of ECU. The transaction and severance payment costs are included inSeverance and acquisition-related costs on the Company's consolidated statements of operations and comprehensive income and were recognized separately from the purchase price for the Arrangement.

            The Company followed the acquisition method of accounting in accordance with ASC 805 "Business Combinations" ("ASC 805"). The following tables summarize the preliminary calculation of the purchase price and the fair values of the assets acquired and liabilities assumed on September 2, 2011 in connection with the Transaction. The Company is in the process of finalizing its assessment of fair value of the assets acquired and liabilities assumed. Accordingly, the fair values of these assets and liabilities are subject to change.

            Calculation of purchase price ($000's):

    Cash consideration

     $129 

    Stock consideration(a)

      223,097 

    Replacement options(b)

      1,109 

    Replacement warrants(b)

      8,744 
        

    Total purchase price

     $233,079 
        

    (a)
    The value of the Company's common stock was $13.94 per share, the closing price on the NYSE Amex September 2, 2011.

    (b)
    The fair value of Replacement Options and Replacement Warrants was determined using a Black-Scholes pricing model.

    3. Acquisition of ECU Silver Mining Inc. (Continued)

              Allocation of purchase price ($000's):

    Current assets(c)

     $9,001 

    Inventories(d)

      1,520 

    Mineral properties(e)

      239,200 

    Asset retirement cost(e)

      3,506 

    Exploration properties(e)

      12,732 

    Plant and equipment(f)

      14,059 

    Goodwill(g)

      70,155 

    Deferred tax asset(h)

      8,797 

    Current liabilities(c)

      (26,122)

    Long term debt(c)

      (30,752)

    Asset retirement obligation(e)

      (3,506)

    Deferred tax liability(h)

      (65,511)
        

    Total purchase price

     $233,079 
        

    (c)
    Monetary assets and liabilities assumed have been recorded at their carrying values, which approximate fair value. Long term debt includes: (1) a term loan payable to two investment funds managed by IIG Capital, LLC in the amount of $15.5 million, and (2) a convertible note (the "Note") payable to the Company in the amount of $15.2 million. The Note, the funds from which were provided to ECU prior to the consummation of the Arrangement in a separate transaction, is eliminated for financial reporting purposes in consolidation with the Company's corresponding note receivable.

    (d)
    Inventories consist of salable concentrate, precipitate and doré recorded at net realizable value.

    (e)
    Mineral properties and the asset retirement obligation are recorded at estimated fair market value based on valuations performed with the assistance of an independent appraisal firm and a minerals engineering company. The asset valuations were derived in accordance with the guidance of ASC Topic 820 "Fair Value Measurements and Disclosures" ("ASC 820") using a combination of income, market and cost approach models depending on the asset. In applying the appropriate valuation model or models, the valuation consultants employed a variety of economic factors and market data, including discount rates, income tax rates, projections of future metals prices, and third party market surveys. The mineral properties will be amortized on a units of production basis as minerals are depleted.

    (f)
    Plant and equipment purchased in the Arrangement have been recorded at fair value based on valuations performed with the assistance of an independent appraisal firm in accordance with the guidance of ASC 820. The plant and equipment will be depreciated on a straight line basis over their remaining useful lives.

    (g)
    Goodwill is primarily the result of the requirement to record a deferred tax liability for the difference between the fair value and the tax basis of the assets acquired and liabilities assumed at amounts that do not reflect fair value. The goodwill is not deductable for income tax purposes.

    (h)
    The deferred tax asset is related to certain net operating loss carry forwards available in Mexico. The deferred tax liability was calculated by applying the Mexico corporate income tax rate of 28% to the difference between the fair value and the tax basis of the assets acquired and liabilities assumed and it does not reflect fair value. The deferred tax asset and deferred tax liability are netted for presentation on the accompanying balance sheet.

    3. Acquisition of ECU Silver Mining Inc. (Continued)

    The Company's consolidated financial statements include the results of operations for ECU from the date of acquisition. The following unaudited pro forma information is presented as if the ECU acquisition had been completed as of January 1, 2011 and January 1, 2010, respectively.

     
     The Year Ended
    December 31,
     
     
     2011 2010 

    Revenue

     $14,813 $30,562 

    Net income (loss)

     $(72,143)$(42,684)

            The pro forma 2011 earnings exclude non-recurring acquisition and severance related costs that the Company and ECU incurred related to the Transaction.

            These pro forma adjustments are based on certain assumptions and currently available information that the Company believes are reasonable. The pro forma results are not necessarily indicative of what would have been achieved had the ECU acquisition been completed as of January 1, 2011 and January 1, 2010.

    4. Summary of Significant Accounting Policies

     

    The Company'sCompany’s consolidated financial statements and those of the Predecessor have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").GAAP. The preparation of the Company'sCompany’s consolidated financial statements and those of the Predecessor require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions relate to mineral reserves and related future metals prices that are the basis for future cash flow estimates utilized in impairment calculations and units-of-production depreciation, depletion and amortization calculations; environmental reclamation and closure obligations; estimates of recoverable metals in stockpiles; valuation allowances for deferred tax assets and the fair value of financial instruments. The Company and the Predecessor based its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ significantly from these estimates under different assumptions or conditions.

     The significant accounting policies discussed below pertain to both the Company and the Predecessor unless otherwise stated.

    The policies adopted, considered by management to be significant, are summarized as follows:

      a.a.    Basis of consolidation

     Each

    All of the CompanyCompany’s consolidated subsidiaries are 100% owned and the Predecessor consolidates more-than-50%-owned subsidiaries that it controls and entities over which control is achieved through means other than voting rights. Ifas such the Company or the Predecessor does not own 100% of a consolidated subsidiary, it recognizesrecognize a noncontrolling interest in the subsidiary and a noncontrolling interest in the gains or losses recorded by the subsidiary.any of its subsidiaries.   All intercompany transactions and balances have been eliminated at consolidation.

      b.b.    Translation of foreign currencies

     

    Substantially all expenditures and sales are made in U.S. dollars. Accordingly, the Company and the Predecessor and theirits subsidiaries use the U.S. dollar as their functional and reporting currency.


    4. Summary of Significant Accounting Policies (Continued)c.

      c.    Cash and cash equivalents

     

    The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

      d.    Investments

                                          Available for SaleInventories—Available for sale securities are recorded at fair value, with unrealized gains or losses recorded as a component of equity, unless the value of the security is considered other than temporarily impaired. Realized gains and losses and non-temporary impairments in value are recorded in the statement of operations.

      e.    Inventories

     

    Metals inventoriesinventory at the Velardeña Operations consistProperties consisted of marketable products including doré, concentrates and precipitates.  Metals inventory arewere carried at the lower of average cost or net realizable value.  Net realizable value represents the estimated future sales price of the product based on spot and futures metals prices through estimated sale and settlement dates, less the estimated costs to complete productionprocessing and bring the product to sale. Costs included in metals inventory includeincluded direct and indirect costs of mining and processing, including depreciation.  At December 31, 2011,2014 the Company had written down its metals inventory to net realizable value with excess costs included in cost of sales and depreciation. The Company did not have any metals inventory at December 31, 2013.

     

    F-8



    GOLDEN MINERALS COMPANY

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

    (Expressed in United States dollars)

    Materials and supplies inventories are valued at the lower of average cost or net realizable value. Cost includes applicable taxes and freight. The Company routinely counts and evaluates its material and supplies to determine the existence of any obsolete stock that is subject to impairment.

      ef.    .Mining properties, exploration and development costs

     

    The Company expenses general prospecting costs and the costs of acquiring and exploring unevaluated mineral properties. When a mineral property is determined to have proven and probable reserves, subsequent development costs are capitalized to mineral properties.  For acquired mineral properties with proven and probable reserves, the Company capitalizes acquisition costs and subsequent development costs.  When mineral properties are developed and operations commence, capitalized costs are charged to operations using the units-of-production method over proven and probable reserves. Upon abandonment or sale of a mineral property, all capitalized costs relating to the specific property are written off in the period abandoned or sold and a gain or loss is recognized.recognized in the accompanying Consolidated Statements of Operations and Comprehensive loss.

    As discussed in Note 1, the Company is considered an exploration stage company under the criteria set forth by the SEC since it has not yet demonstrated the existence of proven or probable reserves at the Velardeña Properties, or any of the Company’s other properties. As such, the Company expenses costs as incurred related to the extraction of mineralized material at its Velardeña Properties.  The Company established a cost basis for the mineralized material at the Velardeña Properties as a result of purchase accounting for the Company’s business combination transaction with ECU Silver Mining Inc. (“ECU”) in September 2011, the transaction pursuant to which the Company acquired the Velardeña Properties. Mineral properties acquired in the ECU merger were recorded at estimated fair market value based on valuations performed with the assistance of an independent appraisal firm and a minerals engineering company. TheAlthough the Company has not demonstrated the existence of proven and probable reserves, and the Company has not completed a pre-feasibility economic assessment, the Company had established the existence of mineralized material that was used in assigning value to mineral properties will be amortized onfor purchase accounting purposes. The subsequent extraction of this mineralized material has provided a unitsreasonable basis for the calculation of productionunits-of-production depreciation for the cost basis as minerals are produced.in the mineral properties.

     As a requirement of fresh start accounting certain exploration properties were recorded at their fair market value upon emergence from Chapter 11 reorganization.

    On a quarterly basis the Company evaluates its exploration properties to determine if they meet the Company'sCompany’s minimum requirements for continued evaluation.  The rights to the properties that do not meet the minimum requirements are relinquished and the carrying values, if any are written off and reflected in other operating gains and losses, net on the accompanying Consolidated Statements of Operations.Operations and Comprehensive Loss.  Costs of exploration subsequent to the application of fresh start accounting have and will continue to be expensed.


    4. Summary of Significant Accounting Policies (Continued)f.

      g.    Property, plant and equipment and long lived asset impairment

     

    Buildings are depreciated using the straight-linestraight—line method over the estimated useful lives of 30 to 40 years or the life of the mine whichever is shorter.  Mining equipment and machinery excluding the plant are depreciated using the straight-line method over useful lives of three to eight years or the lease period, whichever is shorter.  Mineral properties with proven and probable reserves and the plant are depreciated using units of production based on estimated mine reserves.  Other furniture and equipment are depreciated using the straight-line method over estimated useful lives of three to five years.  Depreciation on plant and equipment used in the construction of an asset is capitalized to the constructed asset.

     The

    As discussed above, the Company records does not have any properties with proven or probable reserves including the the Velardeña lease as a capital lease if at the lease inception it meets one or more of four criteria in accordance with ASC 840 "Leases", ("ASC 840"). The Company records capital leases as an asset and an obligation at the lesser of an amount equal to the present value at the beginning of the lease term of minimum lease payments during the lease term or the fair value of the leased assets.Properties.

     

    Property, plant and equipment are recorded at cost and per the guidance of ASC 360 "Property, Plant and Equipment", ("ASC 360"), the Company assesses the recoverability of its property, plant and equipment;equipment, including goodwill, at least annually or whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable.   If the sum of estimated future net cash flows on an undiscounted basis is less than the carrying amount of the related asset, impairment is considered to exist. The related impairment loss is measured by comparing estimated future net cash flows on a discounted basis to the carrying amount of the asset.asset (see Notes 8 and 9).

      F-9



    GOLDEN MINERALS COMPANY

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

    (Expressed in United States dollars)

    ASC 350 requires that an entity assign its goodwill to reporting units and test each reporting unit’s goodwill for impairment at least annually or whenever events or changes in circumstances indicate the goodwill may be impaired.  The Company wrote off the remaining balance of its goodwill related to the Velardeña Properties as of December 31, 2013 (see Note 9).

    h.    g.Asset Retirement Obligations

     

    The Company records asset retirement obligations ("ARO"(“ARO”) in accordance with Accounting Standards Codification ("ASC")ASC 410, "Asset“Asset Retirement and Environmental Obligations" ("Obligations” (“ASC 410"410”), which establishes a uniform methodology for accounting for estimated reclamation and abandonment costs. According to ASC 410, the fair value of an ARO is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. An offsetting asset retirement cost ("ARC"(“ARC”) is capitalized as part of the carrying value of the assets with which it is associated, and depreciated over the useful life of the asset (see Note 11).

     

    The Company prepares estimates of the timing and amount of expected cash flows when an ARO is incurred. The fair value of the ARO is measured by discounting the expected cash flows using a discount rate that reflects the credit adjusted risk-free rate of interest. The Company records the fair value of an ARO when it is incurred and changes in the fair value of the ARO are recorded as an adjustment to the corresponding ARC. The ARO is adjusted to reflect the passage of time (accretion cost) calculated by applying the discount rate implicit in the initial fair value measurement to the beginning-of-period carrying amount of the ARO. The Company records accretion costs to expense as incurred.

      h.i.    Revenue Recognition

     

    Following the guidance of ASC 605, "Revenue Recognition" ("“Revenue Recognition” (“ASC 605"605”), the Company recognizes "Revenue“Revenue from the sale of metals"metals” at the earliest point that both risk of loss and title transfer to the purchaser pursuant to the terms of the Company'sCompany’s sales agreements. Prices for doréconcentrate and precipitate sales are fixed per agreement ataccording to terms included in the time title transferssales agreements, which generally call for final pricing based on average metals prices observed over specific periods that range from 10 days prior to the customer and revenuetransfer of title to the month following the month the product is received by the purchaser.  Revenue is recorded based on estimated metals contained in the doréproduct from assay data.data and using either actual or projected prices for the pricing period specified in the sales agreement.  Upon final settlement revenue may be adjusted for changes in actual contained metals.


    4. Summary of Significant Accounting Policies (Continued)metals and final metals prices.

     The Company recognized service fees and reimbursements for administrative costs and withholding taxes as "Revenue from Services" in the statement of operations following the guidance of ASC 605 regarding "income statement characterization of reimbursements received for "out-of-pocket" expenses incurred" and "reporting revenue gross as a principal versus net as an agent". ASC 605 supports recording as gross revenue fees received for the reimbursement of expenses in situations where the recipient is the primary obligor and has certain discretion in the incurrence of the reimbursable expense. The actual costs incurred for the reimbursed direct administrative expenses and withholding taxes are reported as costs of services and income tax expense, respectively in the statement of operations. The Company recognizes service fees during the period that the services are rendered.

      i.j.    Stock compensation

     

    Stock based compensation costs are recognized per the guidance of ASC 718, "Compensation—“Compensation — Stock Compensation", ("Compensation” (“ASC 718"718”) and, using a graded vesting attribution method whereby costs are recognized over the requisite service period for each separately vesting portion of the award (see Note 16)15).  Stock grants are valued at their grant date at fair value which in the case of options requires the use of the Black-Scholes option pricing model. Per ASC 718 the grants may be classified as equity grants or liability grants depending on the terms of the grant.

      j.k.    Net income (loss) per Common Stock/Ordinary Share

     

    Basic income (loss) per share is computed by dividing net income (loss) available to holders of the Company'sCompany’s Common Stock or the Predecessors Ordinary Shares, as the case may be, by the weighted average number of Common Stock/Ordinary Shares outstanding for the period.  Diluted income (loss) per share reflects the potential dilution that would occur if securities or other contracts to issue Common Stock or Ordinary Shares were exercised or converted into Common Stock or Ordinary Shares.

     

    At December 31, 2011, 20102014 and 2009,2013, all potentially dilutive shares were excluded from the computation of diluted earnings per share because to include them would have been anti-dilutive. For the period January 1, 2009 through March 24, 2009 the Predecessor included 10,170,568 of dilutive shares related to the convertible debt to calculate the diluted income per share for that period.

      F-10



    GOLDEN MINERALS COMPANY

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

    (Expressed in United States dollars)

    l.    k.Comprehensive Income (Loss)

     

    Comprehensive income (loss) is defined as all changes in equity (deficit), exclusive of transactions with stockholders, such as capital investments.  Comprehensive income (loss) includes net income (loss) and changes in certain assets and liabilities that are reported directly in equity.  For the years ended December 31, 2011, 20102014 and 20092013 Comprehensive Income (Loss)Loss included the change in the market value of available for sale securities and is reported on the Consolidated Statements of Operations and Comprehensive Income (Loss).Loss.

      l.m.            ��                                Income Taxes

     

    The Company accounts for income taxes in accordance with the provisions of ASC 740, "Income Taxes" ("“Income Taxes” (“ASC 740"740”), on a tax jurisdictional basis as did the Predecessor.basis.  The Company files United States and certain other foreign country income tax returns, and pays taxes reasonably determined to be due.  The tax rules and regulations in these countries are highly complex and subject to interpretation.  The Company'sCompany’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 a less than more-likely-than-not probability of the position being upheld when reviewed by the relevant taxing authority.  Such positions are deemed to be unrecognized tax benefits and a corresponding liability is established on the balance sheet.


    4. Summary of Significant Accounting Policies (Continued)

    The Company and the Predecessor classifyclassifies income tax related interest and penalties as income tax expense.

      m.n.    Emergence from Chapter 11Recently Adopted Standards

      In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-02, “Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income”. The purpose of this accounting standard update is to improve the reporting of reclassifications out of accumulated other comprehensive income and Fresh Start Accounting

            As required by U.S. GAAP, the Company applied fresh start accounting upon emergence from Chapter 11 reorganization, per the guidance of ASC 805 and ASC 852. As a result of fresh start accounting the Company adjustedis effective for public entities prospectively for reporting periods beginning after December 15, 2012.  Substantially all of the acquired assetsinformation that this update requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. However, the new requirement regarding presenting information about amounts reclassified out of accumulated other comprehensive income and assumed liabilitiestheir corresponding effect on net income will present, in one place, information about significant amounts reclassified and, in some cases, cross-references to their respective fair values based on the Company's reorganization value.related footnote disclosures.  The reorganization value approximates the fair valueCompany had only immaterial amounts classified out of the entity, before considering liabilities, and approximates the amount a willing buyer would pay for the assets of the entity immediately after the restructuring. The fair value of the Successor's assets was determined with the assistance of a third party valuation expert and a minerals engineering firm who used available comparable market data and quotations, discounted cash flow analysis, andaccumulated other methods in determining the appropriate asset fair values. As a result, the Company adjusted upward to fair value certain exploration properties and a royalty interest that were previously reflected on the Predecessor's balance sheet at a zero carrying value, because all exploration costs at such properties were expensed as incurred. The carrying value of these exploration and royalty properties was $4.8 million and $5.0 millioncomprehensive income at December 31, 20112014 and 2010, respectively. See Note 9.December 31, 2013.  The adoption of this standard did not have an impact on the Company’s financial position or results of operations and is not expected to have an impact in the future.

      o.    Recently Adopted Standards

     On January 1, 2010

    In July 2013 the Company adopted theFASB issued Accounting Standards Codification ("ASC"Update No. 2013-11 “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”) guidance, which requires an unrecognized tax benefit to be presented as a reduction to a deferred tax asset for consolidation accounting which was updated to require an entity to perform a qualitative analysis to determine whether the enterprise's variable interest gives itnet operating loss carryforward, a controlling financial interest insimilar tax loss or a variable interest entity ("VIE"). This analysis identifies a primary beneficiary of a VIE as an entitytax credit carryforward that has both of the following characteristics: (i) the power to direct the activities of a VIE that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses or receive benefits from the entity that could potentially be significantintends to use and is available for settlement at the VIE. The updated guidance also requires ongoing reassessments of the primary beneficiary of a VIE. The Company currently has no VIEs.

            In January 2010, ASC guidance for fair value measurements and disclosure was updated to require additional disclosures related to: (i) transfers in and out of level 1 and 2 fair value measurements and (ii) enhanced detail in the level 3 reconciliation. The guidance was amended to provide clarity regarding the level of disaggregation required for assets and liabilities and the disclosures required for inputs and valuation techniques used to measure the fair value of assets and liabilities that fall in either level 2 or level 3. The updated guidance wasreporting date. ASU 2013-11 became effective for the Company's fiscal year beginningCompany January 1, 2010, with the exception of the level 3 disaggregation which was effective for the Company's fiscal year beginning January 1, 2011.2014. The adoption of ASU 2013-11 has not had noa material impact on the Company's condensedCompany’s consolidated financial position or results of operations or cash flows. Refer to Note 14 for further details regarding the Company's assets and liabilities measured at fair value.operations.

      n.p.    Recently Issued Pronouncements

     In May 2011,

    On August 27, 2014, the FASBFinancial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments2014-15”).  ASU No. 2014-15 will require management to Achieve Fair Value Measurementevaluate whether there are conditions and Disclosure Requirementsevents that raise substantial doubt about the

    F-11



    GOLDEN MINERALS COMPANY

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

    (Expressed in U.S. GAAPUnited States dollars)

    Company’s ability to continue as a going concern within one year after the financial statements are issued on both an interim and Financial Reporting Standards (IFRS). This update clarifies existing guidance about how fair value shouldannual basis. Management will be applied where it already is required or permitted and provides wording changes that align this standard with IFRS. We are required to apply this guidance prospectivelyprovide certain footnote disclosures if it concludes that substantial doubt exists or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. ASU No. 2014-15 becomes effective for annual periods beginning with ourin 2016 and for interim reporting periods starting in the first


    4. Summary quarter of Significant Accounting Policies (Continued)

    quarterly filing in 2012.2017. The Company does not expect the adoption of this new guidanceamendment to have a material impact on ourits consolidated financial position or results of operations.

    On May 28, 2014, FASB and the International Accounting Standards Board issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In September 2011,addition, the FASB issuedguidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing and uncertainty of revenue that is recognized and the related cash flows. ASU No. 2011-08, IntangiblesGoodwill and Other (Topic 350):Testing Goodwill for Impairment. This update allows entities testing goodwill for impairment the option of performing a qualitative assessment before calculating the fair value of the reporting unit (i.e., step one of the two-step goodwill impairment test). If entities determine, on the basis of qualitative factors, that the fair value of the reporting unit2014-09 is more likely than not less than the carrying amount, the two-step impairment test would be required. The amendments are effective for interim and annual and interim goodwill impairment tests performed for fiscal yearsperiods beginning after December 15, 2011.2016; early application is not permitted. The Company is evaluating the financial statement implications of adopting ASU 2014-09 but does not expect thebelieve adoption of this new guidance toASU 2014-09 will have a material impact on ourits consolidated financial position or results of operations.

     In June 2011,

    On April 10, 2014 the FASB issued Accounting Standards Update No. 2014-08 “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU No. 2011-05 "Presentation of Comprehensive Income" ("2014-08)”. ASU No. 2011-05"), which eliminates2014-08 changes the option to present components of other comprehensive income as part of the statement of changescriteria for reporting discontinued operations while enhancing disclosures in equity and requires that the components of comprehensive incomethis area. Under ASU 2014-08, only disposals representing a strategic shift in operations will be presented either in a single continuousas discontinued operations. Additionally, ASU 2014-08 requires expanded disclosures about discontinued operations that will provide financial statement of netusers with more information about the assets, liabilities, income, and comprehensive income or in two separate but consecutive statements.expenses of discontinued operations. ASU No. 2011-05 requires retrospective application. As2014-08 will become effective for the Company has only one componentJanuary 1, 2015. The Company does not believe the adoption of comprehensive income related toASU 2014-08 will have a material impact on the mark to marketCompany’s consolidated financial position or results of available for sale investments it has presented a single continuous statement.

    5. Investmentsoperations.

     

    3.Cash and Cash Equivalents and Short-Term Investments

    The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Short-term investments include investments with maturities greater than 3three months, but not exceeding 12 months. Long-term investments includemonths, or highly liquid investments with maturities greater than 12 months.

            The Company determines the appropriate classification of its investments in debt and equity securities at the time of purchase and re-evaluates those classifications at each balance sheet date. Debt securities are classified as held to maturity whenmonths that the Company hasintends to liquidate during the intent and ability to hold the securities to maturity. Held to maturity debt securities are stated at amortized cost and include government agency and corporate obligations. Availablenext 12 months for sale investments are marked to market at the end of each reporting period with changes in value recorded as a component of other comprehensive income (loss). If declines in value are deemed other than temporary, a charge is made to net income (loss) for the period. The Company invests only in government and corporate securities rated "investment grade" or better.working capital needs.

     The following table summarizes the Company's investments at December 31, 2010:

    December 31, 2010
     Cost Estimated
    Fair Value
     Carrying
    Value
     
     
     (in thousands)
     

    Investments:

              

    Short-term:

              

    Available for sale Common stock

     $217 $527 $527 

    Warrant to purchase common stock

      124  74  74 
            

    Total available for sale

      341  601  601 
            

    Total short term

     $341 $601 $601 
            

    5. Investments (Continued)

            The warrants to purchase common stock of a junior mining company were acquired in a transaction related to the Company's exploration activities. The warrants will expire during 2012. At December 31, 2011 the Warrants have a nominal carrying value of less than one thousand dollars.

            The common stock at December 31, 2010 represented shares of stock in two junior mining companies acquired in transactions related to the Company's exploration activities. The stock was all disposed of during 2011 and a loss of approximately $0.1 million was recorded.

            Quoted market prices at December 31, 2010 were used to determine the fair values of the above investments. See Note 14 for further discussion on the fair value measurement techniques used by the Company to value the above investments.

    Credit Risk4.

            Credit risk is the risk that a third party might fail to fulfill its performance obligations under the terms of a financial instrument. For cash and equivalents and investments, credit risk represents the carrying amount on the balance sheet. The Company mitigates credit risk for cash and equivalents and investments by placing its funds and investments with high credit-quality financial institutions, limiting the amount of exposure to each of the financial institutions, monitoring the financial condition of the financial institutions and investing only in government and corporate securities rated "investment grade" or better.

            The Company invests with financial institutions that maintain a net worth of not less than $1 billion and are members in good standing of the Securities Investor Protection Corporation.

    6. Prepaid Expenses and Other Assets

     

    Prepaid expenses and other assets consist of the following:

     
     December 31, 
     
     2011 2010 
     
     (in thousands)
     

    Prepaid insurance

     $590 $466 

    Prepaid contractor fees and vendor advances

      1,557  785 

    Deferred leasehold costs

        156 

    Account receivable

      682   

    Recoupable deposits and other

      290  288 
          

     $3,119 $1,695 
          

       

       

      December 31,

       

       

       

      2014

       

      2013

       

       

       

      (in thousands)

       

      Prepaid insurance

       

      $

      542

       

      $

      687

       

      Prepaid contractor fees and vendor advances

       

      100

       

      193

       

      Taxes receivable

       

      90

       

      96

       

      Recoupable deposits and other

       

      103

       

      115

       

       

       

      $

      835

       

      $

      1,091

       

      December 31, 20112014

     

    The prepaid contractor fees and vendor advances consist of advance payments made to equipment manufacturers, contractors and suppliers primarily at the Company'sCompany’s Velardeña OperationsProperties in Mexico.

     The account receivable is related to the sale of our Paca Pulacayo property

    F-12



    GOLDEN MINERALS COMPANY

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

    (Expressed in Bolivia and is expected to be settled during July 2012.United States dollars)

     

    December 31, 2013

    The prepaid contractor fees and vendor advances consist of advance payments made to contractors and suppliers primarily at the Company’s Velardeña Properties in Mexico.

    In addition, included in non-current assets at December 31, 20112013 is approximately $264,000$30,000 of prepaid insurance on which amortization will be recognized through 2015.


    6. Prepaid Expenses and Other Assets (Continued)

      December 31, 2010

     The deferred leasehold costs are related to the Company's headquarters office lease in Golden, Colorado. Prepaid contractor fees and vendor advances consist primarily of advance payments made to contractors and suppliers for our El Quevar project in Argentina.

    5.Inventories

     In addition, included in non-current assets at December 31, 2010 is approximately $381,000 of prepaid insurance on which amortization will be recognized through 2015.

    7. Inventories

    Inventories at the Velardeña Operations at December 31, 2011Properties were as follows:

     
     December 31,
    2011
     
     
     (in thousands)
     

    Metals inventory

     $4,250 

    In-process inventory

      257 

    Material and supplies

      805 
        

     $5,312 
        

     

     

     

    December 31,

     

     

     

    2014

     

    2013

     

     

     

    (in thousands)

     

     

     

     

     

    Metals inventory

     

    $

    477

     

    $

     

    In-process inventory

     

    307

     

     

    Material and supplies

     

    713

     

    449

     

     

     

    $

    1,497

     

    $

    449

     

    At December 31, 2011,2014 the Company had written down its metals inventoryand in-process inventories to net realizable value including a charge to cost of metals sold of approximately $3.8$1.2 million and a charge to depreciation expense of approximately $0.6$0.7 million.

     

    The Company had no metals or in process inventories at December 31, 2010.2013 as the result of the suspension of mining and processing at the Velardeña Properties (see Note 1).

    8. 6.Value added tax recoverablereceivable

     

    The Company has recorded value added tax ("VAT"(“VAT”) paid in Mexico and related to the Velardeña OperationsProperties as a recoverable asset. Mexico law allows for certain VAT payments to be recovered through ongoing applications for refunds. The Company expects that the current amounts will be recovered within a one year period.

     

    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.


    9. 7.Property, Plant and Equipment and Assets Held for Sale

      Property, plant and equipment, net

     

    The components of property, plant, and equipment, net were as follows:

    F-13



     
     December 31,
    2011
     December 31,
    2010
     
     
     (in thousands)
     

    Mineral properties

     $239,200 $ 

    Exploration properties

      16,549  3,918 

    Royalty properties

      1,208  1,208 

    Buildings

      5,139  1,498 

    Mining equipment and machinery

      20,962  3,882 

    Other furniture and equipment

      1,553  798 

    Asset retirement cost

      3,506   
          

      288,117  11,304 

    Less: Accumulated depreciation

      (3,918) (1,165)
          

      284,199  10,139 
          

    GOLDEN MINERALS COMPANY

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

    (Expressed in United States dollars)

     Of the increase in property, plant and equipment for

     

     

    December 31,

     

     

     

    2014

     

    2013

     

     

     

    (in thousands)

     

    Mineral properties

     

    $

    22,397

     

    $

    22,397

     

    Exploration properties

     

    2,743

     

    2,993

     

    Royalty properties

     

    200

     

    200

     

    Buildings

     

    2,848

     

    2,349

     

    Mining equipment and machinery

     

    19,224

     

    19,441

     

    Other furniture and equipment

     

    841

     

    1,054

     

    Asset retirement cost

     

    2,002

     

    2,087

     

     

     

    50,255

     

    50,521

     

    Less: Accumulated depreciation & amortization

     

    (21,224

    )

    (18,146

    )

     

     

    29,031

     

    32,375

     

    During the year ended December 31, 2011, approximately $269.52014 the Company sold 45 mining concessions totaling 770 hectares located in the Zacatecas District, Zacatecas State, Mexico, to Capstone Mining Group for $700,000 and recorded a $0.5 million is related togain on the acquisition of ECU as discussedsale.  Also in Note 3. The ARC is also all related to the Velardeña Operations and will be amortized as discussed in Note 11. The remaining approximately $7.3 million of additions to property, plant and equipment, net of disposals, includes approximately $3.8 million related to activity atthird quarter 2014, the Company's El Quevar project in Argentina and approximately $3.5 million related to activity at the Velardeña Operations. During the fourth quarter of 2011, equipmentCompany entered into an option agreement with a net book value of approximately $1.3 million was transferred from the El Quevar project to the Velardeña Operations.

            The Company wrote off the carrying value of approximately $0.1 million and $0.3 million of exploration properties during the years ended December 31, 2011 and 2010, respectively.

            The royalty properties consist of two properties in Mexico that are not owned by the Company but on which the Company has retained net smelter return royalty rights. The carrying value of the royalty properties are amortized as royalties are received.

      Assets Held for Sale

            During 2009, the Company obtained approval from its board of directorsprivate party to sell its Paca Pulacayo1,100 hectare Otuzco property in Bolivia.Peru for $450,000.  At December 31, 2010 the $1.8 million carrying value of the property was reflected in assets held for sale in the accompanying consolidated balance sheets.

            On January 28, 20112014 the Company completedhad received $150,000 under the sale to Apogee of a Bolivian subsidiary, which holds a 100% interestoption agreement, with the remainder payable in 2015 if the Paca Pulacayo property,option is maintained and exercised.  In addition, the Company sold miscellaneous surplus equipment located in Argentina for 5,000,000 Apogee common shares$130,000 and an additional 3,000,000 common shares and $500,000 cash payment to be issued and paid 18 months following the closing. The Company recorded a $0.4 million gain and an account receivable of approximately $0.8 million atnominal gain. The net gains for the date of the sale. The gain isabove sales are reflected in other operating income, net on the accompanying statementsConsolidated Statements of operations forOperations and Comprehensive Loss.

    During the periodyear ended December 31, 2011. During2013 the Company relinquished the rights to two exploration properties in Mexico that did not meet the Company’s minimum requirements for continued evaluation. The properties had a carrying value of approximately $0.2 million which is included in Loss from operations.

    Also during 2013 the Company reduced the carrying value of the Velardeña Properties property, plant and equipment by $235.3 million and the carrying value of the San Diego mineral property by $8.7 million and recorded $244.0 million of impairment charges on the accompanying Consolidated Statement of Operations and Comprehensive Loss (see Note 8).  The table below sets forth the detail of the impairment charges recorded to the Velardeña Properties property, plant and equipment and the San Diego mineral property at December 31, 2013:

     

     

    Impairment Charges

     

     

     

     

     

    Velardeña

     

     

     

     

     

     

     

    Properties

     

    San Diego

     

    Total

     

     

     

    Asset Group

     

    Asset Group

     

    Impairment

     

     

     

     

     

     

     

     

     

    Mineral properties

     

    $

    217,524

     

    $

     

    $

    217,524

     

    Exploration properties

     

    3,472

     

    8,659

     

    12,131

     

    Buildings

     

    3,036

     

     

    3,036

     

    Mining equipment and machinery

     

    10,394

     

     

    10,394

     

    Other furniture and equipment

     

    900

     

     

    900

     

     

     

    235,326

     

    8,659

     

    243,985

     

    The carrying value after the impairment represents the fair value of the assets as discussed in Note 8.

    The asset retirement cost (“ARC”) is all related to the Company’s Velardeña Properties. The decrease in the ARC during the period sinceis related to an adjustment to the saleasset retirement obligation (“ARO”) (see Note 11).

    F-14



    GOLDEN MINERALS COMPANY

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

    (Expressed in United States dollars)

    8.Impairment of Long Lived Assets

    Velardeña Properties Asset Group

    The Velardeña Properties asset group consists of the property, plant, and equipment and working capital related to the Velardeña Properties. Per the guidance of ASC 360, “Property, Plant and Equipment” (“ASC 360”), the Company hasassesses the recoverability of its long-lived assets, including property, plant and equipment, at least annually, or whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable.  Based on the Company’s assessment of the recoverability of the Velardeña Properties at December 31, 2014 no impairment was deemed to have occurred during 2014.

    Prices for silver and gold decreased approximately 34% and 26% respectively from March 31, 2013 to June 30, 2013.  The significant decrease in metals prices and the shutdown of mining and processing at the Velardeña Properties at the end of the second quarter 2013 were events that required an assessment of the recoverability of the Velardeña Properties asset group at June 30, 2013. Per the guidance of ASC 360, recoverability of an asset group is not achieved if the projected undiscounted, pre-tax cash flows related to the asset group are less than its carrying amount. In its analysis of projected cash flows from the Velardeña Properties, the Company determined that the Velardeña Properties asset group was impaired. As a result, at June 30, 2013 and later at December 31, 2013 the Company recorded animpairment charges totaling $235.3 million to arrive at a fair value for the Velardeña Properties of $23.9 million at December 31, 2013, as shown in the table below.

    The Company also recomputed deferred tax assets and liabilities associated with the Velardeña Properties asset group and determined, based on the new carrying value of the Velardeña Properties asset group, that no net deferred tax liabilities exist. Therefore, the net deferred tax liabilities calculated prior to the impairment of approximately $0.1$45.0 million were written off and the Company recorded an income tax benefit equal to that amount for the year ended December 31, 2013 (see Note 14).

    In arriving at a fair value for the Velardeña mineral deposit and exploration properties at June 30, 2013 the Company used a market valuation approach, which the Company deemed reasonable under the circumstances, that considered a combination of: (1) recently published market data reflecting an average in the ground mineral resource value for a representative group of junior silver mining companies primarily located in Mexico and South America, and (2) recent mineral resource acquisition and development cost data provided by a third party mining engineering consultant. From this data the Company inferred an enterprise value for the Velardeña Properties of approximately $0.29 per ounce of estimated equivalent silver ounces contained in the Velardeña Properties deposit.  From the derived enterprise value the Company subtracted the fair value assigned to tangible assets and working capital to arrive at a residual value for the mineral and exploration properties.  Using this approach, the Company determined that the Velardeña Properties asset group, including tangible assets, had a fair value of approximately $23.9 million at December 31, 2013, resulting in total impairment charges of $235.3 million for 2013.

    The tangible assets at the Velardeña Properties were separately analyzed by a third party valuation firm using available market data to determine a fair value based on the net realizable value that could be received in a sale to a third party. The market data was derived by researching the secondary equipment market on sales and/or offers for sale of similar assets. The tangible assets were determined to have a fair value of approximately $9.6 million, resulting in an impairment charge of approximately $14.3 million at June 30, 2013.

    The market valuation approach used in the determination of fair value falls within Level 3 of the fair value hierarchy per ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) (see Note 13) and relies upon assumptions related to the account receivablecondition and location of the Velardeña Properties asset group in comparison to other corroborated observable market data.

    The following table details the components of the impairment of the Velardeña Properties Asset Group:

    F-15



    GOLDEN MINERALS COMPANY

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

    (Expressed in United States dollars)

     

     

    Net Book Value

     

     

     

    Net Book Value

     

     

     

    Net Book Value

     

     

     

    Prior to

     

    Jun. 30, 2013

     

    After

     

    Dec. 31, 2013

     

    After

     

     

     

    Impairment at

     

    Impairment

     

    Impairment at

     

    Impairment

     

    Impairment at

     

     

     

    Jun. 30, 2013

     

    Charges

     

    Jun. 30, 2013

     

    Charges

     

    Dec. 31, 2013

     

     

     

    (in thousands)

     

    Mineral properties (1)

     

    $

    232,805

     

    $

    211,608

     

    $

    21,197

     

    $

    5,916

     

    $

    15,384

     

    Exploration properties

     

    3,472

     

    3,472

     

     

     

     

    Tangible assets (2)

     

    23,928

     

    14,330

     

    9,598

     

     

    8,485

     

     

     

    $

    260,205

     

    $

    229,410

     

    $

    30,795

     

    $

    5,916

     

    $

    23,869

     


    (1)The December 31, 2013 mineral properties net book value reflects a $0.1 million adjustment recorded during the fourth quarter of 2013 in addition to the impairment charge.

    (2)The December 31, 2013 tangible assets net book value reflects depreciation and asset disposals recorded during the third and fourth quarters of 2013.

    San Diego Property Asset Group

    At December 31, 2014 the Company had a 50% ownership interest in the San Diego exploration property, which is located approximately 10 kilometers from the Velardeña Properties.   Because of its close proximity to the Velardeña Properties, the San Diego property could become a source of additional ore for the Velardeña Properties if developed in the future. The San Diego property is included in the Velardeña Properties reporting segment but is separate from the Velardeña Properties asset group.

    Per the guidance of ASC 360, the Company assesses the recoverability of its property, plant and equipment at least annually, or whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable.  Based on the Company’s assessment of the recoverability of the San Diego property at December 31, 2014 no impairment of the San Diego properties was deemed to have occurred during 2014.

    As discussed above relating to the impairment of long lived assets associated with the Velardeña Properties asset group, the significant decrease in metals prices in the early part of 2013 and the shutdown of mining and processing at the Velardeña Properties at the end of the second quarter 2013 were events that required the assessment of the recoverability of the carrying amounts of the San Diego property.  Because the San Diego property is in the exploration stage a market valuation approach was used to determine the fair value for the property. Because of the close proximity and geological similarities of the San Diego property to the Velardeña Properties mineral deposit and exploration properties, and given that both the San Diego property and the Velardeña Properties mineral deposit and exploration properties were originally recorded at fair value at the same time as part of the ECU merger transaction,  the Company determined that the impairment of the Velardeña mineral deposit and exploration properties provided a reasonable estimate for the decline in fair value of the San Diego property.  As such, at June 30, 2013 and later at December 31, 2013 the Company recorded impairment charges totaling $8.7 million to arrive at a fair value for the San Diego property of $0.6 million at December 31, 2013, as shown in the table below.

    The market valuation approach used in the determination of fair value falls within Level 3 of the fair value hierarchy per ASC 820 (see Note 13) and relies upon assumptions related to the condition and location of the San Diego property in comparison to other corroborated observable market data.

    The following table details the components of the impairment of the San Diego Property Asset Group:

    F-16



    GOLDEN MINERALS COMPANY

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

    (Expressed in United States dollars)

     

     

    Net Book Value

     

     

     

    Net Book Value

     

     

     

    Net Book Value

     

     

     

    Prior to

     

    Jun. 30, 2013

     

    After

     

    Dec. 31, 2013

     

    After

     

     

     

    Impairment at

     

    Impairment

     

    Impairment at

     

    Impairment

     

    Impairment at

     

     

     

    Jun. 30, 2013

     

    Charges

     

    Jun. 30, 2013

     

    Charges

     

    Dec. 31, 2013

     

     

     

    (in thousands)

     

    Exploration properties

     

    $

    9,260

     

    $

    8,428

     

    $

    832

     

    $

    231

     

    $

    601

     

     

     

    $

    9,260

     

    $

    8,428

     

    $

    832

     

    $

    231

     

    $

    601

     

    9.Impairment of Goodwill

    Prior to December 31, 2013 the Company reflected goodwill on its balance sheet related to the acquisition of the Velardeña Properties as part of the ECU merger transaction primarily as a result of the declinerequirement to record a deferred tax liability for the difference between the fair value and the tax basis of both the assets acquired and liabilities assumed.  Per the guidance of ASC 350, “Intangible — Goodwill and Other” (“ASC 350”), the Company assesses the recoverability of its goodwill at least annually, or whenever events or changes in Apogee's share price. Priorcircumstances indicate that the carrying value of the goodwill may be impaired.  The carrying value of goodwill, related to the realizationMexico ECU reporting unit, was fully written off at December 31, 2013.  The Company recorded impairment charges related to goodwill of $11.7 million during 2013.

    As discussed in Note 8, regarding the impairment of long lived assets related to the Velardeña Properties asset group, the significant decrease in metals prices and shutdown of mining and processing at the Velardeña Properties during 2013 were events that also required an assessment of whether goodwill had been impaired.  In determining the impairment of goodwill, the Company used an analysis of discounted after-tax cash flows to calculate the implied fair value of the account receivable,goodwill related to the Company may record additional future impairment asVelardeña Properties asset group following the resultguidance of changesASC 805. Several mining, processing and shutdown scenarios were combined to arrive at a single projection of cash flows using a weighted average approach, which assigned probabilities to the occurrence of each individual scenario.  The cash flow analysis used in the priceimpairment assessment for goodwill related to the Velardeña Properties falls within level 3 of Apogee shares. During the fair value hierarchy per ASC 820 (see Note 13) and includes various inputs including the weighted average cost of capital of 21%, projected future metals prices, and assumptions from the Company’s Velardeña Properties mining and processing plans. The most significant unobservable factors are certain assumptions used in the Velardeña Properties mining and processing plans and include: 1) ore grades consistent with the Company’s current and previously reported estimates of mineralized material, 2) plant throughput consistent with projected mining and processing plans under the various mining and processing scenarios, 3) the Company’s projections of operating costs, and 4) the weighting of mining and processing scenarios.  The weighted average cost of capital and forecast of future metals prices were obtained from a third quarter of 2011,party valuation consultant that derived the Company solddata from corroborated observable market data. Metals prices used in the 5,000,000 shares of Apogee received in January of 2011cash flow analysis for net proceeds of approximately $1.0 millionsilver ranged from $23.80 to $18.06 per ounce and recorded a loss


    9. Property, Plant and Equipment and Assets Held for Sale (Continued)gold ranged from $1,440 to $1,198 per ounce.

    of approximately $0.4 million which is included in interest and other income on the consolidated statement of operations.

    10.Accounts Payable and Other Accrued Liabilities

     

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

     

     

    December 31,

     

     

     

    2014

     

    2013

     

     

     

    (in thousands)

     

     

     

     

     

     

     

    Accounts payable and accruals

     

    $

    893

     

    $

    717

     

    Accrued employee compensation and benefits

     

    746

     

    648

     

     

     

    $

    1,639

     

    $

    1,365

     

    F-17



     
     December 31,
    2011
     December 31,
    2010
     
     
     (in thousands)
     

    Accounts payable and accruals

     $5,172 $2,450 

    Accrued employee compensation and benefits

      2,898  481 
          

     $8,070 $2,931 
          

      GOLDEN MINERALS COMPANY

      NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      (Expressed in United States dollars)

      December 31, 20112014

     

    Accounts payable and accruals at December 31, 20112014 are primarily related to amounts due to contractors and  suppliers in the amounts of $3.0 million, $0.8 million, $0.6$0.7 million and $0.8$0.2 million related to the Company'sCompany’s Velardeña Operations, El Quevar project, explorationProperties and corporate administrative activities, respectively.  In the case of the Velardeña Properties, amounts due also include VAT payable that is not an offset to the VAT receivable.

     

    Accrued employee compensation and benefits at December 31, 20112014 consist of $0.3$0.1 million of accrued vacation payable and $2.6$0.6 million related to withholding taxes and benefits payable, of which $2.1$0.3 million is related to activities at the Velardeña Operations.Properties.

      December 31, 20102013

     

    Accounts payable and accruals at December 31, 20102013 are primarily related to amounts due to contractors and  suppliers in the amounts of $1.7 million, $0.4 million, $0.2 million and $0.3$0.1 million related to our El Quevar feasibility, exploration andthe Company’s Velardeña Properties, corporate administrative activities and exploration, respectively.  In the case of the Velardeña Properties, amounts due also include VAT payable that is not an offset to the VAT receivable.

     

    Accrued employee compensation and benefits at December 31, 20102013 consist of $0.1 million of accrued vacation payable and $0.4$0.5 million related to withholding taxes and benefits payable.payable, of which $0.3 million is related to activities at the Velardeña Properties.

    Key Employee Long-Term Incentive Plan

    In December  2013, the Board of Directors of the Company approved and the Company adopted the 2013 Key Employee Long-Term Incentive Plan (the “KELTIP”), which became effective immediately. The KELTIP provides for the grant of units (“KELTIP Units”) to certain officers and key employees of the Company, which units will, once vested, entitle such officers and employees to receive an amount, in cash or in Company common stock issued pursuant to the Company’s Amended and Restated 2009 Equity Incentive Plan, measured generally by the price of the Company’s common stock on the settlement date. KELTIP Units are not an actual equity interest in the Company and are solely unfunded and unsecured obligations of the Company that are not transferable and do not provide the holder with any stockholder rights. Payment of the settlement amount of vested KELTIP Units is deferred generally until the earlier of a change of control of the Company or the date the grantee ceases to serve as an officer or employee of the Company.

    The KELTIP Units are marked to market at each reporting period. At December 31, 2014 and December 31, 2013 the Company had recorded liabilities of $93,000 and $81,000, respectively, related to KELTIP Unit grants which are included in accrued employee compensation and benefits in the table above.

    11.Asset Retirement and Reclamation Liabilities

     

    The Company recorded approximately $3.5 millionretained the services of a mining engineering firm to prepare a detailed closure plan for the Velardeña Properties. The plan was completed during the second quarter 2012 and indicated that the Company had an ARO and offsetting ARC related toof approximately $1.9 million. The estimated $3.5 million ARO and ARC that was recorded at the time of the acquisition of the Velardeña Operations upon the acquisition of ECU (see Note 3). Properties was adjusted accordingly.

    The Company will continue to accrue additional estimated ARO amounts based on an asset retirement plan as activities requiring future reclamation and remediation occur.  Subsequent toDuring the acquisitionyear ended December 31, 2014 the Company recognized approximately $0.1$0.2 million of accretion expense during the period and approximately $0.2 million of amortization expense related to the ARC.


    11. Asset Retirement and Reclamation Liabilities (Continued)

    The following table summarizes activity in the Velardeña OperationsProperties ARO:

    F-18



     
     December 31,
    2011
     
     
     (in thousands)
     

    Beginning balance

     $ 

    ARO arising in the period (acquired at merger)

      3,506 

    Changes in estimates, and other

       

    Liabilities settled

       

    Accretion expense

      71 
        

    Ending balance

     $3,577 
        

    GOLDEN MINERALS COMPANY

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

    (Expressed in United States dollars)

     Both years

     

     

    December 31,

     

     

     

    2014

     

    2013

     

     

     

    (in thousands)

     

    Beginning balance

     

    $

    2,467

     

    $

    2,080

     

     

     

     

     

     

     

    Changes in estimates, and other

     

    (85

    )

    203

     

    Accretion expense

     

    200

     

    184

     

     

     

     

     

     

     

    Ending balance

     

    $

    2,582

     

    $

    2,467

     

    The decrease in the ARO recorded during the year ended December 31, 2014 is the result of changes in assumptions related to inflation factors and discount rates used in the determination of future cash flows.

    The increase in ARO recorded during the year ended December 31, 2013 relates to a change in assumption related to inflation factors used in the determination of future cash flows.  The corresponding increase in ARO was discounted using the Company’s current credit-adjusted risk-free interest rate.

    The ARO set forth on the accompanying Condensed Consolidated Balance Sheets at December 31, 2014 and December 31, 2013 include approximately $0.2$0.1 million of reclamation liabilities related to activities at ourthe El Quevar project in Argentina.

    12. Debt

            As part of the Transaction with ECU, the Company acquired a term loan, payable to two investment funds managed by IIG Capital, LLC (the "Term Loan") with an outstanding balance of $15.5 million, which required equal monthly principal payments of approximately $0.6 million through December 31, 2013. Interest was payable quarterly and calculated as the greater of 12.0% or the one-month London Interbank Offered Rate plus 6.0%. The effective rate of interest on the Term Loan was approximately 12.8%, plus an obligation for any income tax withholding relating to the interest. On October 31, 2011, the Company notified the lenders of its intent to repay all amounts outstanding under the Term Loan. The Term Loan was repaid in full on December 5, 2011, thereby terminating the obligations of ECU and its Mexican subsidiaries under the financing arrangement. The repayment totaled approximately $15.0 million, consisting of the remaining principal balance of $14.4 million, an early prepayment fee of $0.5 million, and accrued interest of $0.1 million.

    13. Other Liabilities

     At December 31, 2011

    The Company recorded other current liabilities isof approximately $2.6 million and $4.4 million at December 31, 2014 and December 31, 2013, respectively.  The amounts are primarily related to a loss contingency of $4.8 million and a $2.6 million liability related to uncertain tax positions, both relating toon foreign withholding taxes and includingthat the government could assert are owed by the Company, acting as withholding agent, on certain interest payments made to a third party. The amounts include estimated interest, penalties and other adjustments that may be required upon settlementadjustments.

    The December 31, 2014 amount also includes a net liability of approximately $0.2 million related to the Argentina tax on equity due for years 2009 through 2012 stemming from a tax audit of those years.  The amount includes interest and penalties and is net of certain VAT credits due the Company.  The tax authorities have agreed in principle to offset a portion of the liability. The loss contingency is expected to be settled over$0.9 million in tax, interest and penalties with approximately $0.7 million of VAT credits due the next five years.

            The Company had recorded other long term liabilities of $0.3 million and $0.4 million forCompany.  Should the years ended December 31, 2011 and 2010, respectively. Both amounts are related toArgentina tax authorities ultimately not allow a deferred leasehold liability which represents the recording of rent expense on a straight-line basis while actual rent payments are escalating over the courseportion or all of the lease and where certain leasehold improvement costs, reimbursableVAT credits as an offset, the liability could increase by the landlord, are being amortized, on a straight-line basis, against rent expense over the life of the lease which expires in November 2014.


    as much as $0.7 million (see Note 20).

    14. 13.Fair Value Measurements

     

    Financial assets and liabilities and nonfinancial assets and liabilities are measured at fair value on a recurring (annual) basis under a framework of a fair value hierarchy which 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 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 which estimate what market participants would use in pricing the asset or liability.

     

    F-19



    GOLDEN MINERALS COMPANY

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

    (Expressed in United States dollars)

    The Company has consistently applied the valuation techniques discussed in Notes 8 and 9 in all periods presented.

    The following table summarizes the Company'sCompany’s financial assets at fair value at December 31, 2011,2014 and 2013 by respective level of the fair value hierarchy:

     
     Level 1 Level 2 Level 3 Total 
     
     (in thousands)
     

    Assets:

                 

    Cash equivalents

     $48,649 $ $ $48,649 

    Account receivable

     $ $ $682 $682 
              

     $48,649 $ $682 $49,331 
              

     

     

     

    Level 1

     

    Level 2

     

    Level 3

     

    Total

     

     

     

    (in thousands)

     

    At December 31, 2014

     

     

     

     

     

     

     

     

     

    Assets:

     

     

     

     

     

     

     

     

     

    Cash and cash equivalents

     

    $

    8,579

     

    $

     

    $

     

    $

    8,579

     

    Trade accounts receivable

     

     

     

     

     

     

     

    $

    8,579

     

    $

     

    $

     

    $

    8,579

     

     

     

     

     

     

     

     

     

     

     

    Liabilities:

     

     

     

     

     

     

     

     

     

    Warrant liability

     

    $

     

    $

     

    $

    1,442

     

    $

    1,442

     

     

     

    $

     

    $

     

    $

    1,442

     

    $

    1,442

     

     

     

     

     

     

     

     

     

     

     

    At December 31, 2013

     

     

     

     

     

     

     

     

     

    Assets:

     

     

     

     

     

     

     

     

     

    Cash and cash equivalents

     

    $

    19,146

     

    $

     

    $

     

    $

    19,146

     

    Trade accounts receivable

     

    25

     

     

     

    25

     

     

     

    $

    19,171

     

    $

     

    $

     

    $

    19,171

     

    The Company'sCompany’s cash equivalents, comprised principally of U.S. treasury securities, are classified within Level 1 of the fair value hierarchy.

     

    The Company's accountCompany’s trade accounts receivable is classified within Level 1 of the fair value hierarchy and is related to the sale of metals at our Velardeña Properties and is valued at published metals prices per the Paca Pulacayo propertyterms of the refining and smelting agreements.

    At December 31, 2014 the Company has recorded a liability for warrants to acquire the Company’s stock as a result of anti-dilution clauses in Bolivia to Apogee as discussed in Note 6 and Note 9. Because the receivable is payablewarrant agreements that could result in a combinationresetting of Apogeethe warrant exercise price in the event the Company were to issue additional shares and cash and is dependent on Apogee's shareof its common stock in a future transaction at a an offering price and credit risk,lower than the receivable is marked tocurrent exercise price of the warrants (see Note 15). The Company assesses the fair value of its warrant liability at the end of each period. The receivable is classified within level 3 asreporting period, with changes in the value is calculatedrecorded as a separate line item on the Company’s Consolidated Statements of Operations and Comprehensive Income.  The valuation policies are approved by the Chief Financial Officer who reviews and approves the inputs used in the fair value calculations and the changes in fair value measurements from period to period for reasonableness. Fair value measurements are discussed with the Company’s Chief Executive Officer, as deemed appropriate.    The warrant liability has been recorded at fair value as of December 31, 2014 based primarily on a valuation performed by a third party expert using activea Monte Carlo simulation, which falls within Level 3 of the fair value hierarchy.  The valuation model takes into account the probability that the Company could issue additional shares in a future transaction at a lower price than the current exercise price of the warrants.  Significant inputs to the valuation model included the Company’s closing stock price at December 31, 2014 of $0.54, the exercise prices for the warrants disclosed above, the company’s stock volatility of 90%, the applicable risk free interest rate of 1.6%, and the probability of an additional issuance of the Company’s common stock at a lower price than the current warrant exercise price.  An increase or decrease in the Company’s stock price, in isolation, would result in a relatively lower or higher fair value measurement respectively.  A decrease in the probability of the issuance of additional common stock at a lower price than the current warrant exercise price would result in a lower value for the warrants.  The table below highlights the change in fair value of the warrant liability.

    F-20



    GOLDEN MINERALS COMPANY

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

    (Expressed in United States dollars)

     

     

    Fait Value Measurements

     

     

     

    Using SignificantUnobservable

     

     

     

    Inputs (level 3)

     

     

     

    Warrant Liabilities

     

     

     

    (in thousands)

     

    Beginning balance at January 1, 2014

     

    $

     

    Adjustment to record 2012 warrants as a liability (Note 15)

     

    163

     

    Issuance of warrants

     

    3,084

     

    Change in estimated fair value

     

    (1,693

    )

    Ending balance at December 31, 2014

     

    $

    1,554

     

    The Company did not have any Level 2 or Level 3 financial assets at December 31, 2013.

    Non-recurring Fair Value Measurements

    There were no non-recurring fair value measurements at December 31, 2014.

    The following table summarizes the Company’s non-recurring fair value measurements at December 31, 2013 by respective level of the fair value hierarchy:

     

     

    Level 1

     

    Level 2

     

    Level 3

     

    Total

     

     

     

    (in thousands)

     

    At December 31, 2013

     

     

     

     

     

     

     

     

     

    Assets:

     

     

     

     

     

     

     

     

     

    Mineral properties

     

    $

     

    $

     

    $

    22,397

     

    $

    22,397

     

    Exploration properties

     

     

     

    2,993

     

    2,993

     

     

     

    $

     

    $

     

    $

    25,390

     

    $

    25,390

     

    The Company assesses the fair value of its long lived assets, including goodwill, at least annually or more frequently if circumstances indicate a change in the fair value has occurred.  The valuation policies are approved by the Chief Financial Officer who reviews and approves the inputs used in the fair value calculations and the changes in fair value measurements from period to period for reasonableness. Fair value measurements are discussed with the Company’s Chief Executive Officer, as deemed appropriate.

    To determine the fair value of mineral properties and exploration properties the Company uses a market stock prices as well asvaluation approach which falls within Level 3 of the fair value hierarchy. The market valuation approach relies upon assumptions related to the condition and location of the properties in comparison to other corroborated observable market data for similar properties. In arriving at a fair value for the Velardeña mineral deposit and exploration properties and the San Diego exploration property, the Company considered recently published market data reflecting an average in the ground mineral resource value for a representative group of junior silver mining companies primarily located in Mexico and South America. See Note 8 for details related to the unobservable inputs of estimated discount rates.inputs.

    F-21



    15. GOLDEN MINERALS COMPANY

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

    (Expressed in United States dollars)

    14.Income Taxes

     

    The Company accounts for income taxes in accordance with the provisions of ASC 740 "Income Taxes" ("“Income Taxes” (“ASC 740"740”), on a tax jurisdictional basis.

     

    The provision for income taxes consists of the following:

     
     For the Year
    Ended
    December 31,
    2011
     For the Year
    Ended
    December 31,
    2010
     For the Period
    March 25, 2009
    Through
    December 31, 2009
     For the Period
    January 1, 2009
    Through
    March 24, 2009
     
     
     (Successor)
     (Predecessor)
     
     
     (in thousands)
     

    CURRENT TAXES:

                 

    United States

     $(7)$ $6 $(4)

    Other Countries

        1,459  1,308  169 
              

     $(7)$1,459 $1,314 $165 
              

    DEFERRED TAXES:

                 

    United States

     $98 $(7)$(299)$ 

    Other Countries

      (2,220) (25) (47)  
              

     $(2,122)$(32)$(346)$ 
              

    Total Income Tax Provision (Benefit)

     $(2,129)$1,427 $968 $165 
              

     

     

     

    For the Year Ended December 31,

     

     

     

    2014

     

    2013

     

     

     

    (in thousands)

     

    CURRENT TAXES:

     

     

     

     

     

    United States

     

    $

     

    $

     

    Other Countries

     

     

    (2,450

    )

     

     

    $

     

    $

    (2,450

    )

    DEFERRED TAXES:

     

     

     

     

     

    United States

     

    $

     

    $

     

    Other Countries

     

     

    (47,236

    )

     

     

    $

     

    $

    (47,236

    )

    Total Income Tax Provision (Benefit)

     

    $

     

    $

    (49,686

    )

    Income (loss) from continuing operations before income taxes by country consists of the following:

     
     For the Year
    Ended
    December 31,
    2011
     For the Year
    Ended
    December 31,
    2010
     For the Period
    March 25, 2009
    Through
    December 31, 2009
     For the Period
    January 1, 2009
    Through
    March 24, 2009
     
     
     (Successor)
    ��(Predecessor)
     
     
     (in thousands)
     

    United States

     $(21,497)$(12,330)$(10,846)$(14,368)

    Other Countries

      (43,303) (19,517) (8,462) 258,154 
              

     $(64,800)$(31,847)$(19,308)$243,786 
              

     For

     

     

    For the Year Ended December 31,

     

     

     

    2014

     

    2013

     

     

     

    (in thousands)

     

    United States

     

    $

    (8,207

    )

    $

    (8,632

    )

    Other Countries

     

    (10,615

    )

    (281,434

    )

     

     

    $

    (18,822

    )

    $

    (290,066

    )

    In 2014 the Company recorded no current or deferred tax expense or benefit, as any tax expense or benefit incurred during the year ended December 31, 2011has been offset against a change in the valuation allowance against prior year net operating losses in each country.  In 2013 the Company recorded a $2.1$47.2 million deferred tax benefit related primarily to Mexico net operating losses. For the year ended December 31, 2010,impairment of long lived assets of the period March 25 through December 31, 2009,Velardeña Properties, and the period January 1, 2009 through March 24, 2009, the Company recognized incomerecorded a current tax expensebenefit of $1.4$2.5 million $1.0 million, and $0.2 million, respectively, consisting primarily of Bolivian withholding tax on management services providedrelated to the San Cristobal operation.


    15. Income Taxes (Continued)effective settlement of an unrecognized tax benefit in Mexico.

     

    A reconciliation of the provision for income taxes computed at the statutory rate to the provision for income taxes as shown in the consolidated statements of operations and comprehensive income (loss) is summarized below.

     

     

    For the Year Ended December 31,

     

     

     

    2014

     

    2013

     

     

     

    (in thousands)

     

    Tax expense (benefit) at US rate of 34%

     

    $

    (6,400

    )

    $

    (98,623

    )

     

     

     

     

     

     

    Other adjustments:

     

     

     

     

     

    Non-deductibility of Goodwill impairment

     

     

    3,500

     

    Rate differential of other jurisdictions

     

    301

     

    11,047

     

    Effects of foreign earnings

     

    (2,238

    )

    (6,671

    )

    Change in valuation allowance

     

    14,127

     

    37,894

     

    Provision to return true-ups

     

    (18,826

    )

     

    Exchange rate changes on net deferred tax assets

     

    13,605

     

     

    Effect of a change in tax rates

     

     

    3,153

     

    Other

     

    (569

    )

    14

     

     

     

     

     

     

     

    Income tax provision

     

    $

     

    $

    (49,686

    )

    F-22



     
     For the Year
    Ended
    December 31,
    2011
     For the Year
    Ended
    December 31,
    2010
     For the Period
    March 25, 2009
    Through
    December 31, 2009
     For the Period
    January 1, 2009
    Through
    March 24, 2009
     
     
     (Successor)
     (Predecessor)
     
     
     (in thousands)
     

    Tax expense (benefit) at US rate of 34% for 2011, 2010 and March 25, 2009 through December 31, 2009; Bolivia rate of 37.5% for January 1 through March 24, 2009

     $(22,032)$(10,828)$(6,565)$91,420 

    Withholding taxes on fees

        1,459  1,305  169 

    Other adjustments:

                 

    Rate differential of other jurisdictions

      230  (167) 1  (27,801)

    Effects of foreign earnings

      (6,371) 38,338  (5,842)  

    Effects of bankruptcy proceeding

            (54,086)

    Change in valuation allowance

      18,032  (27,926) 6,451  (10,177)

    Loss carryforwards removed due to disposal of subsidiary

      3,096       

    Non- deductibility of VAT in foreign jurisdictions

      1,707  930     

    Limitation of loss carryforwards in the U.S. 

          5,546   

    Capitalized transaction costs

      1,084       

    Other

      2,125  (379) 72  640 
              

    Income tax provision

     $(2,129)$1,427 $968 $165 
              

    15. Income TaxesGOLDEN MINERALS COMPANY

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

    (Expressed in United States dollars)

     

    The components of the deferred tax assets and deferred tax liabilities are as follows:

     
     For the years
    ended
    December 31,
     
     
     2011 2010 
     
     (Successor)
    (in thousands)

     

    Deferred tax assets:

           

    Net operating loss carryforwards

     $47,481 $26,369 

    Stock-based compensation

      1,063  1,236 

    Property, plant and equipment

      20,063  10,762 

    Other

      1,496  800 
          

      70,103  39,167 

    Less: Valuation allowance

      (58,094) (37,715)
          

    Total deferred tax assets

      12,009  1,452 
          

    Deferred tax liabilities:

           

    Property, plant and equipment

      (66,422) (1,525)

    Other

      (1,190) (129)
          

    Total deferred tax liabilities

      (67,612) (1,654)
          

    Net deferred tax asset (liability)

     $(55,603)$(202)
          

     

     

     

    For the years ended

     

     

     

    December 31,

     

     

     

    2014

     

    2013

     

     

     

    (in thousands)

     

     

     

     

     

     

     

    Deferred tax assets:

     

     

     

     

     

    Net operating loss carryforwards

     

    $

    93,364

     

    $

    84,735

     

    Stock-based compensation

     

    1,943

     

    1,691

     

    Property, plant and equipment

     

    13,990

     

    7,838

     

    Other

     

    1,289

     

    1,239

     

     

     

    110,586

     

    95,503

     

    Less: Valuation allowance

     

    (106,764

    )

    (92,637

    )

    Total deferred tax assets

     

    3,822

     

    2,866

     

     

     

     

     

     

     

    Deferred tax liabilities:

     

     

     

     

     

    Property, plant and equipment

     

    (3,436

    )

    (2,388

    )

    Other

     

    (386

    )

    (478

    )

    Total deferred tax liabilities

     

    (3,822

    )

    (2,866

    )

    Net deferred tax asset (liability)

     

    $

     

    $

     

    In accordance with ASC 740, the Company presents deferred tax assets net of its deferred tax liabilities on a tax jurisdictional basis on its Consolidated Balance Sheets.  The net deferred tax liability as of $55.6 million for 2011 consists primarily of $65.5 million deferred tax liability related to the basis differences of its recently acquired mineral properties in MexicoDecember 31, 2014 and a $10.1 million deferred tax asset related to Mexico net operating losses. For 2010 the Company had a net deferred tax liability of $0.2 million related to the basis differences of certain other mineral properties.December 31, 2013 was zero.

     

    At December 31, 2011,2014 the Company had net operating loss carryforwards in the U.S. and in certain non-U.S. jurisdictions.jurisdictions totaling $312.9 million.  Of these, $48.7$100.6 million is related to the Velardeña OperationsProperties in Mexico and expire in future years through 2021. $20.22024.  $23.1 million is related to other Mexico exploration activities and also expire in future years through 2021. $30.92024.  $42.2 million of net operating losses exist in Bolivia, Luxembourg Australia, Brazil and Chile have no expiration date, while $38.5$95.8 million exist in other non-U.S. countries, which will expire in future years through 2031.2034.  In the U.S., there are $22.5$50.5 million of net operating loss carryforwards which will expire in future years through 2031.2034.  A portion of the U.S. net operating loss carryforwards are subject to limitations under Internal Revenue Code Section 382, relating to twoa change of control eventsevent triggered by the Company'sCompany’s public offering of its common stock in March 2010 and by the Company's acquisition of ECU in September 2011.2010.

     

    The valuation allowance offsetting the deferred tax assets of the Company of $58.1$106.7 million and $37.7$92.6 million at December 31, 20112014 and 2010,2013, respectively, relates primarily to the uncertain utilization of certain deferred tax assets, primarily net operating loss carryforwards, in various tax jurisdictions. Of the deferred tax assets subject to valuation allowance, approximately $1.5 million would require recognition of a benefit to the additional paid-in-capital account if such deferred tax assets were ever realized.  The Company continually assesses both positive and negative evidence to determine whether it is more likely than not that deferred tax assets can be realized prior to their expiration.


    15. Income Taxes (Continued)

    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'sCompany’s 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“unrecognized tax benefits"benefits” which require additional disclosure and recognition of a liability within the financial statements.  If recognized, none of the unrecognized tax benefits would affect the Company'sCompany’s effective tax rate.

     

    F-23



    GOLDEN MINERALS COMPANY

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

    (Expressed in United States dollars)

    The Company had no unrecognized tax benefits of $2.7 million as of December 31, 2011 related to current year tax positions. As of December 31, 2010, as a result of the lapse of the applicable statute of limitations, the Company reduced2014 and 2013.  During 2013 an unrecognized tax benefit by $1.4of $2.5 million was effectively settled with no consequence to tax expense due totaxing authorities.  Below is a corresponding increase to the Company's deferred tax asset valuation allowance. During 2009, as a result of the reorganization pursuant to the Plan, the Company reduced unrecognized tax benefits of the Predecessor by $0.9 million. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits, is as follows:which excludes any estimated penalties and interest.

     
     The Year
    Ended
    December 31,
    2011
     The Year
    Ended
    December 31,
    2010
     For the Period
    March 25, 2009
    Through
    December 31, 2009
     For the Period
    January 1, 2009
    Through
    March 24, 2009
     
     
     (Successor)
     (Predecessor)
     
     
     (in thousands)
     

    Gross unrecognized tax benefits at beginning of period

     $ $1,425 $1,425 $2,341 

    Additions for tax positions of prior years

             

    Additions for tax positions of current year

      2,756       

    Reductions due to lapse of statute of limitations

      (55) (1,425)    

    Reductions due to positions related to Predecessor

            (916)
              

    Gross unrecognized tax benefits at end of period

     $2,701 $ $1,425 $1,425 
              

     

     

     

    The Year Ended December 31,

     

     

     

    2014

     

    2013

     

     

     

    (in thousands)

     

    Gross unrecognized tax benefits at beginning of period

     

    $

    1,668

     

    $

    2,841

     

    Increases for tax positions taken during prior years

     

     

     

    17

     

    Decreases relating to settlements with taxing authorities

     

     

     

    (889

    )

    Reductions due to lapse of statute of limitations

     

    (505

    )

    (301

    )

    Gross unrecognized tax benefits at end of period

     

    $

    1,163

     

    $

    1,668

     

    Tax years as early as 20062009 remain open and are subject to examination in the Company's and the Predecessor'sCompany’s principal tax jurisdictions.  Certain of the Company's subsidiaries in Mexico are under examination by the Mexico tax authorities for fiscal years 2009 and 2010. AsThe Company does not expect a result of statute of limitations that will beginsignificant change to expire within the next 12 months, the Company estimates that it is reasonably possible that the total amount of its net unrecognized tax benefits will decrease by $0.4 million.over the next 12 months.  No interest and penalties were recognized in the statement of operations for the year 2014. The total amount of interest and penalties recognized in the statement of operations for 20112013 is $0.2an income tax benefit of $1.3 million, and the totalthere are no interest and penalties recognized in the statement of financial position is $1.1 million.as of December 31, 2014 and 2013.  The Company and the Predecessor classifyclassifies income tax related interest and penalties as income tax expense.


    16. 15.Equity (Deficit)

      Issuance of Common Stock Related to MergerRegistered offering

     

    On September 2, 2011, per10, 2014 the termsCompany completed a registered public offering (the “Offering”) of 3,692,000 Units (the “Units”), with each Unit consisting of one share of the Arrangement,Company’s common stock (the “Shares”) and a warrant to purchase .50 of a share of the Company’s common stock (the “Warrants”). Each Unit was priced at $0.86 per Unit, before discount to the underwriters. The Warrants become exercisable on March 11, 2015 at an exercise price of $1.21 per share and will expire on September 10, 2019, five years from the date of issuance. The Shares and the Warrants are immediately separable and were issued separately. The Company received net proceeds from the Offering of approximately $2.7 million after the underwriter commissions and expenses of approximately $0.5 million.

    In arriving at the value of the Shares and Warrants the Company issued 16,004,111first valued and recorded the Warrants as a liability on the balance sheet as a result of anti-dilution clauses in the warrant agreements that could result in a resetting of the warrant exercise price in the event the Company were to issue additional shares of its common stock in a future transaction at a an offering price lower than the current exercise price of the warrants. A third party expert determined a value for the Warrants at September 4, 2014, the date prior to the former shareholdersannouncement of ECU.the Offering, using a Monte Carlo simulation, which falls within Level 3 of the fair value hierarchy (see Note 13). The valuation model takes into account the probability that the Company could issue additional shares in a future transaction at a lower price than the current exercise price of the Warrants. Significant inputs to the valuation model included the Company’s closing stock price at September 4, 2014 of $1.01, the exercise price for the Warrants disclosed above, the Company’s stock volatility measured as of September 4, 2014, the applicable risk free interest rate of 1.6%, and the probability of an additional issuance of the Company’s common stock at a lower price than the current warrant exercise price. The fair value of the sharesWarrants was approximately $223.1determined to be $1.2 million, based onwith the $13.94 closing priceremaining $1.5 million of net proceeds from the Company's common stock on September 2, 2011. See Note 3 for a discussion of the allocation of the purchase price of the transaction.Offering being allocated to additional paid in capital.

     In addition, on

    Private placement

    On September 2, 201110, 2014 the Company issued 113,208 shares of its common stock to one of the ECU officers in settlement of a change of control bonus required to be paid by ECU. The value of the shares was approximately $1.6 million based on the $13.94 closing price of the Company's common stock on September 2, 2011.

      Public offering and private placements of the Company's common stock

            On October 7, 2011, the Companyalso completed a private placement (the "Private Placement"“Private Placement”) to certain investment funds managed bywith The Sentient Group ("Sentient"(“Sentient”) of 4,118,150 shares of, the Company's common stock at a price of $7.44 per share, resulting in net proceeds to the Company of approximately $30.7 million after costs related to the transaction of less than $0.1 million. Sentient is an independent private equity firm that manages investments in the global resources industry. As a result of the Private Placement Sentient holds approximately 19.9% of the Company's outstanding common stock as compared to approximately 9.4% immediately prior to the Private Placement. Sentient held approximately 19.9% of the Company's common stock prior to the Company's acquisition of ECU (excluding restricted common stock held by the Company's employees). In conjunction with the Private Placement, the Company agreed to register with the Securities and Exchange Commission the common stock purchased by Sentient no later than March 31, 2012 with an effective date for the registration no later than June 30, 2012. If the Company is unable to meet these deadlines, it may be subject to a penalty up to a maximum amount of 3.0% of the aggregate purchase price.

            On October 22, 2010, the Company closed a public offering of 4,663,250 shares of its common stock at a price of $18.50 per share, which included 608,250 shares issued to the underwriters upon exercise in full of their over-allotment option. Concurrent with the public offering, Sentient purchased in a private placementCompany’s largest stockholder, pursuant to Regulation S under the Securities Act of 1933 an additional 1,190,031 shares of the Company's common stock at the public offering price of $18.50, increasing its ownership percentage to 19.9% (excluding restricted common stock held by employees). The aggregate net proceeds to the Company from the public offering and thewhich Sentient private placement was approximately $103.0 million, net of offering costs of approximately $0.8 million, the underwriting discount of approximately $4.3 million, and the placement agent commission of approximately $0.2 million.

            On March 24, 2010 the Company completed a public offering of 4,000,000 shares of common stock at an offering price of $8.50 per share. The Company sold 3,652,234 shares and a selling stockholder sold 347,766 shares. Concurrent with the public offering, Sentient exercised its existing pre-emptive right and purchased, in a private placement pursuant to Regulation S under the U.S. Securities Act of 1933, an additional 905,065 sharesa total of common stock at the public offering price5,800,000 Units (the “Private Placement Units”), with each Private Placement Unit consisting of $8.50 per share. The aggregate net proceeds to the Company from the saleone share of the shares in the public offering and the sale of the shares to Sentient was approximately $35.0 million after deducting underwriting discounts, commissions and expenses.

            During January 2010 the Company completed a private placement of 844,694 shares of its common stock to two investment funds managed by Sentient, which included 745,318 shares issued in the initial private placement plus an additional 99,376 shares issued upon exercise of Sentient's contractual


    16. Equity (Deficit) (Continued)

    pre-emptive right in order to maintain its 19.9% equity interest in the Company following completion of the Hochschild Mining Group's ("Hochschild") transaction discussed below. These shares were sold at a purchase price of Cdn$7.06 per share, resulting in net proceeds to the Company of approximately $5.5 million.

      Replacement Options and Warrants

            Per the terms of the Arrangement, the Company has issued to former ECU stock option and warrant holders Replacement Options and Replacement Warrants to purchase shares of the Company's common stock. The Company issued 653,000 Replacement Options with exercise prices ranging between $16.00 and $60.00 and expiration dates ranging between September 24, 2011 and October 22, 2014. In addition the Company has issued 2,218,292 Replacement Warrants. The Replacement Warrants include 386,363 warrants with an exercise price of $18.00 expiring on December 9, 2011, and 1,831,929 warrants with an exercise price of $19.00 expiring on February 20, 2014. The Replacement Options had a fair value of approximately $1.1 million and the Replacement Warrants had a fair value of approximately $8.8 million as determined through the use of a Black-Scholes model. The $9.9 million fair value of the Replacement Options and Replacement Warrants was included in the purchase price as discussed in Note 3.

            The fair value of the replacement options was estimated on September 2, 2011, the date of the merger using the Black-Scholes option pricing model and the assumptions noted in the following table.

     
     At September 2, 
     
     2011 

    Weighted average exercise price

     $39.37 

    Weighted average volatility

      69.10% 

    Expected dividend yield

       

    Expected term (in years)

      0.1 - 3.1 

    Weighted average risk-free rate

      0.14% 

    Weighted average fair value

     $1.68 

      Issuance of common stock for mineral property interest

            During January 2010 the Company acquired Hochschild's 35% interest in Minera El Quevar S.A. in exchange for 400,000 shares of the Company'sCompany’s common stock and a warrant to acquire 300,000 sharespurchase 0.50 of a share of the Company'sCompany’s common stockstock. The Warrants become exercisable for three yearson March 11, 2015 at an exercise price of $15.00$1.21 per share. share and will expire on September 10, 2019, five years from the date of issuance. Each Private Placement Unit was priced at $0.817 the same discounted price paid by the underwriters in the Offering. The Company received net proceeds from the Private Placement of approximately $4.7 million after the discount and expenses of approximately $0.3 million.

    F-24



    GOLDEN MINERALS COMPANY

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

    (Expressed in United States dollars)

    Following the completion of the Private Placement and the Offering, Sentient holds approximately 27.2% (on a non-diluted basis) of the Company’s outstanding common stock (excluding restricted common stock held by the Company’s employees).

    In accordance with ASC 810, "Consolidations",arriving at the value of the Shares and Warrants the Company has reflected this transactionfirst valued and recorded the Warrants as a liability on the balance sheet as a result of anti-dilution clauses in equity with chargesthe warrant agreements that could result in a resetting of the warrant exercise price in the event the Company were to issue additional shares of its common stock in a future transaction at a an offering price lower than the current exercise price of the warrants. A third party expert determined a value for the Warrants at September 4, 2014, the date prior to the announcement of the Offering, using a Monte Carlo simulation, which falls within Level 3 of the fair value hierarchy (see Note 13). The valuation model takes into account the probability that the Company could issue additional shares in a future transaction at a lower price than the current exercise price of the Warrants. Significant inputs to the valuation model included the Company’s closing stock price at September 4, 2014 of $1.01, the exercise price for the Warrants disclosed above, the Company’s stock volatility measured as of September 30, 2014, the applicable risk free interest rate of 1.6%, and the probability of an additional issuance of the Company’s common stock at a lower price than the current warrant exercise price. The fair value of the Warrants was determined to be $1.9 million, with the remaining $2.7 million of net proceeds from the Offering being allocated to additional paid in capital andcapital.

    Equity Incentive Plans

    In May 2014, the elimination of approximately $0.8 million of noncontrolling interest. No gain or loss was recognized on the transaction. With the completion of this transaction, the Company now owns and controls 100% of the concessions relatedCompany’s stockholders approved amendments to the El Quevar project. On April 13, 2011, Hochschild exercised the Warrant on a cashless exercise basis as permitted by the terms of the Warrant, which resulted in the issuance to Hochschild of 104,889 net shares of the Company's common stock on April 15, 2011. Following the exercise of the Common Stock Purchase Warrant, the Company has no warrants outstanding.

      Company’s 2009 Equity Incentive Plans

            In April 2009,Plan, adopting the Company adopted theAmended and Restated 2009 Equity Incentive Plan (the "Equity Plan"“Equity Plan”), pursuant to which awards of the Company'sCompany’s common stock may be made to officers, directors, employees, consultants and agents of the Company and its subsidiaries.  The Company recognizes stock-based


    16. Equity (Deficit) (Continued)

    compensation costs using a graded vesting attribution method whereby costs are recognized over the requisite service period for each separately vesting portion of the award.

     The merger with ECU on September 2, 2011 (see Note 3) was determined to constitute a change in control pursuant to the terms of the equity plan which resulted in the vesting of all outstanding stock-based compensation grants on that date. The Company recognized stock compensation expense of approximately $1.3 million as a result of the accelerated vesting of the grants.

    The following table summarizes the status of the Company'sCompany’s restricted stock grants issued under the Equity Plan at December 31, 2011, 20102014 and 20092013 and changes during the years then ended:

     
     The Year Ended December 31, 
     
     2011 2010 2009 
    Restricted Stock Grants
     Number of
    Shares
     Weighted
    Average
    Grant Date
    Fair Value
    Per Share
     Number of
    Shares
     Weighted
    Average
    Grant Date
    Fair Value
    Per Share
     Number of
    Shares
     Weighted
    Average
    Grant Date
    Fair Value
    Per Share
     

    Outstanding at beginning of year

      461,650 $13.45  230,000 $10.75   $ 

    Granted during the year

      223,000  11.54  382,650  13.82  280,000  10.78 

    Restrictions lifted during the year

      (454,916) 13.52  (139,000) 10.40  (12,500) 10.92 

    Forfeited during the year

      (6,734) 9.08  (12,000) 8.73  (37,500) 10.92 
                     

    Outstanding at end of year

      223,000 $11.54  461,650 $13.37  230,000 $10.75 
                     

     As

     

     

    The Year Ended December 31,

     

     

     

    2014

     

    2013

     

    Restricted Stock Grants

     

    Number of
    Shares

     

    Weighted
    Average
    Grant Date
    Fair Value
    Per Share

     

    Number of
    Shares

     

    Weighted
    Average
    Grant Date
    Fair Value
    Per Share

     

    Outstanding at beginning of year

     

    915,971

     

    $

    2.47

     

    823,500

     

    $

    5.67

     

    Granted during the year

     

    140,000

     

    0.52

     

    637,000

     

    0.76

     

    Restrictions lifted during the year

     

    (455,133

    )

    3.18

     

    (200,029

    )

    6.54

     

    Forfeited during the year

     

     

     

    (344,500

    )

    4.60

     

    Outstanding at end of year

     

    600,838

     

    $

    1.48

     

    915,971

     

    $

    2.47

     

    In connection with performance and reductions in work force, the Company’s Compensation Committee and Board of Directors approved a result10% annual salary reduction effective June 1, 2013 for certain officers of the ECU merger discussed above allCompany. In conjunction with the salary reduction, to be in effect for one year, the Compensation Committee approved a grant of an aggregate of 149,500 restricted shares to the outstandingofficers effective June 1, 2013. The stock vested one year from the grant date. In addition, 2,500 shares of restricted stock grants vested on September 2, 2011 andwere granted to a new employee hired during the Company recognized a $1.1 million charge related to the accelerated vesting. Included inperiod.  One third of the restricted stock granted duringto the year ended December 31, 2011 were 215,900 shares grantedemployee vests on September 15, 2011 following completioneach of the ECU transaction.first, second and third anniversaries of the grant dates, provided the employee continues to serve the Company at that time.  The remaining 485,000 shares were granted to officers during December 2013 as a portion of their annual compensation. One third of the December 2013 restricted stock granted during the year ended December 31, 2011grants will vest on each of the first, second and third anniversaries of the grant dates, provided the officer or employee continues to serve the Company at that time.

     In conjunction with the lifting of the restrictions

    Restrictions were lifted on 444,633 shares during the year ended December 31, 2011, certain2014 on the anniversaries of grants made to officers and employees in prior years and restrictions were lifted on an additional 10,500 shares during 2014 in connection with the termination of employment of two employees. Restrictions were lifted on 187,629 shares during the year ended December 31, 2013 on the anniversaries of grants made to officers and employees in prior years and restrictions were lifted on an additional 12,400 shares during 2013 related to an employee’s retirement.

    Included in the forfeitures for 2013 are 199,500 unvested shares related to the resignation of two officers of the Company relinquishedduring the year. Also, included in the forfeitures for 2013 are 145,000 unvested shares that were surrendered to the Company on December 13, 2013 by an aggregateofficer of 106,056the Company.  The surrender is the result of the determination by the Board of Directors of the Company that the officer had been granted shares of common stock during 2012 in lieuexcess of taxes. Thethe 150,000 share limit per the Equity Plan on grants to any one individual in one calendar year. In addition the officer also surrendered 27,500 vested shares had an approximate aggregate value of $1.8 millionthat were granted in 2010 and vested in 2011 that were recorded as treasury shares which were subsequently canceled.also

     

    F-25



    GOLDEN MINERALS COMPANY

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

    (Expressed in United States dollars)

    determined to be in excess of the 150,000 share limit. Per the terms of a Stock Surrender and Grant Agreement entered into on December 13, 2013 with the officer, the officer was granted 172,500 KELTIP Units (see Note 10).

    For the years ended December 31, 2011, 20102014 and 20092013 the Company recognized approximately $4.9 million, $2.7$0.5 million and $1.5$1.0 million, respectively, of compensation expense related to the restricted stock grants.  The Company expects to recognize additional compensation expense related to these awards of approximately $1.1$0.2 million over the next 3335 months.


    16. Equity (Deficit) (Continued)

    The following table summarizes the status of the Company'sCompany’s stock option grants issued under the Equity Plan at December 31, 20112014 and 20102013 and changes during the years then ended:

     
     The Year Ended December 31, 
     
     2011 2010 
    Equity Plan Options
     Number of
    Shares
     Weighted
    Average
    Grant Date
    Fair Value
    Per Share
     Number of
    Shares
     Weighted
    Average
    Grant Date
    Fair Value
    Per Share
     

    Outstanding at beginning of year

      136,810 $8.01   $ 

    Granted during the year

          136,810  8.01 

    Restrictions lifted during the year

             

    Forfeited during the year

             
                

    Outstanding at end of year

      136,810 $8.01  136,810 $8.01 
                

    Exercisable at end of period

      136,810 $8.01   $ 

    Granted and vested

      136,810 $8.01   $ 

     

     

     

    The Year Ended December 31,

     

     

     

    2014

     

    2013

     

    Equity Plan Options

     

    Number of
    Shares

     

    Weighted
    Average Grant
    Date Fair
    Value Per
    Share

     

    Number of
    Shares

     

    Weighted
    Average
    Grant Date
    Fair Value
    Per Share

     

    Outstanding at beginning of year

     

    110,810

     

    $

    8.02

     

    118,810

     

    $

    8.02

     

    Granted during the year

     

     

     

     

     

    Restrictions lifted during the year

     

     

     

     

     

    Forfeited during the year

     

    (15,000

    )

    $

    8.00

     

    (8,000

    )

    $

    8.00

     

    Outstanding at end of year

     

    95,810

     

    $

    8.02

     

    110,810

     

    $

    8.02

     

    Exercisable at end of period

     

    95,810

     

    $

    8.02

     

    110,810

     

    $

    8.02

     

    Granted and vested

     

    95,810

     

    $

    8.02

     

    110,810

     

    $

    8.02

     

    The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model using the assumptions noted in the following table. Expected volatilities are based on the historical volatilities of the Company'sCompany’s shares. The Company uses historical data to estimate option exercises and forfeitures within the Black-Scholes model. The expected term of the options granted represents the period of time that options granted are expected to be outstanding, based on past experience and future estimates and includes data fromrelated to both the Employees Plan and the Directors Plan.employees directors. The risk-free rate for periods within the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Company currently does not foresee the payment of dividends in the near term.


    Year Ended
    December 31,
    2010

    Expected volatility

    Grant Date

    73.20%

    April 12

    2010

    Expected volatility

    73.20

    %

    Weighted average volatility

    73.20

    73.20

    %

    Expected dividend yield

    Expected term (in years)

    5

    5

    Risk-free rate

    1.50

    1.50

    %

     As a result of the

    The options that expired during 2014 were options issued to former ECU merger discussed above all of the outstanding stock option grants vested on September 2, 2011 and the company recognized a $0.1 million charge relatedholders to the accelerated vesting. For the years ended December 31, 2011 and 2010 the Company recognized approximately $0.3 million and $0.4 million, respectively, of compensation expense relatedreplace options previously issued to the stock option grants. As a result of the accelerated vesting the awards have been fully expensed at December 31, 2011.them by ECU.

     

    Also, pursuant to the Equity Plan, the Company's boardCompany’s Board of directorsDirectors adopted the Non-Employee Director'sDirector’s Deferred Compensation and Equity Award Plan (the "Deferred“Deferred Compensation Plan"Plan”).  Pursuant to the Deferred Compensation Plan the non-employee directors receive a portion of their compensation in the form of Restricted Stock Units ("RSUs"(“RSUs”) issued under the Equity Plan. The RSUs vest on the first anniversary of the grant and each vested RSU entitles the director to receive one unrestricted share of common stock upon the termination of the director'sdirector’s board service.


    16. Equity (Deficit) (Continued)

    The following table summarizes the status of the RSU grants issued under the Deferred Compensation Plan at December 31, 2011, 20102014 and 20092013 and changes during the years then ended:

    F-26



     
     For the Year Ended December 31, 
     
     2011 2010 2009 
    Restricted Stock Units
     Number of
    Underlying
    Shares
     Weighted
    Average
    Grant Date
    Fair Value
    Per Share
     Number of
    Underlying
    Shares
     Weighted
    Average
    Grant Date
    Fair Value
    Per Share
     Number of
    Underlying
    Shares
     Weighted
    Average
    Grant Date
    Fair Value
    Per Share
     

    Outstanding at beginning of year

      46,555 $9.62  25,000 $10.92   $ 

    Granted during the year

      17,226  16.84  21,555  8.12  25,000  10.92 

    Restrictions lifted during the year

                 

    Forfeited during the year

                 
                     

    Outstanding at end of year

      63,781 $11.57  46,555 $9.62  25,000 $10.92 
                     

            As a result of the ECU merger discussed above all of the outstanding RSU grants vested on September 2, 2011 and the company recognized a $0.1 million charge related to the accelerated vesting.GOLDEN MINERALS COMPANY

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

    (Expressed in United States dollars)

     

     

     

    For the Year Ended December 31,

     

     

     

    2014

     

    2013

     

    Restricted Stock Units 

     

    Number of
    Underlying
    Shares

     

    Weighted
    Average Grant
    Date Fair Value
    Per Share

     

    Number of
    Underlying
    Shares

     

    Weighted
    Average
    Grant Date
    Fair Value
    Per Share

     

    Outstanding at beginning of year

     

    585,285

     

    $

    2.97

     

    143,995

     

    $

    7.21

     

    Granted during the year

     

    350,000

     

    0.58

     

    441,290

     

    1.59

     

    Restrictions lifted during the year

     

     

     

     

     

    Forfeited during the year

     

     

     

     

     

    Outstanding at end of year

     

    935,285

     

    $

    2.08

     

    585,285

     

    $

    2.97

     

    For the years ended December 31, 2011, 20102014 and 20092013 the Company recognized approximately $0.3 million, $0.2$0.4 million and $0.2$0.6 million, respectively, of compensation expense related to the RSU grants.  The Company expects to recognize additional compensation expense related to the RSU grants of less thanapproximately $0.1 million over the next 9six months.

    17. Noncontrolling Interest

    Pursuant to the KELTIP (see Note 10) KELTIP Units may be granted to certain officers and key employees of the Company, which units will, once vested, entitle such officers and employees to receive an amount in cash or in Company common stock measured generally by the price of the Company’s common stock on the settlement date. The KELTIP Units are recorded as a liability as discussed in detail in Note 10.

     

    Common stock warrants

    The following schedule sets forthtable summarizes the amountsstatus of income from continuing operationsthe Company’s common stock warrants at December 31, 2014 and discontinued operations attributableDecember 31, 2013 and changes during the years then ended:

     

     

    For the Year Ended December 31,

     

     

     

    2014

     

    2013

     

    Common Stock Warrants

     

    Number of
    Underlying
    Shares

     

    Weighted Average
    Exercise Price Per
    Share

     

    Number of
    Underlying Shares

     

    Weighted
    Average Exercise
    Price Per Share

     

    Outstanding at beginning of year

     

    5,263,578

     

    $

    12.10

     

    5,263,578

     

    $

    12.10

     

    Granted during period

     

    4,746,000

     

    1.21

     

     

     

    Dilution adjustment

     

    599,760

     

    7.17

     

     

     

    Expired during period

     

    (1,831,929

    )

    19.00

     

     

     

    Exercised during period

     

     

     

     

     

    Outstanding at end of year

     

    8,777,409

     

    $

    3.95

     

    5,263,578

     

    $

    12.10

     

    The warrants granted during the period are related to the Predecessor's shareholders:

     
     For The Period
    January 1, 2009
    Through
    March 24, 2009
     
     
     (Predecessor)
    (in thousands)

     

    Amounts attributable to Golden Minerals common stockholders and Predecessor's ordinary shareholders:

        

    Income (loss) from continuing operations

     $243,621 

    Loss from discontinued operations

      (12,022)
        

    Net income (loss)

     $231,599 
        

    18. RevenueOffering and Related Costs

    SalePrivate Placement of metals and costs of salesthe Company’s securities completed on September 10, 2014 as discussed above.

     

    In September 2012, the Company closed on a registered offering and concurrent private placement with Sentient in which it sold units, consisting of one share of common stock and a five-year warrant to acquire one half of a share of common stock at an exercise price of $8.42 per share (the “September 2012 Warrants”). Pursuant to certain dilution adjustment provisions in the warrant agreement governing the September 2012 Warrants, the number of shares of common stock issuable upon exercise of the September 2012 Warrants was increased from 3,431,649 shares to 4,031,409 shares (599,760 share increase) and the exercise price was reduced from $8.42 per share to $7.17 per share pursuant to a weighted average dilution calculation based on the pricing of the Offering and the Private Placement.

    The Company produces marketable products including doré, concentrates and precipitates at its Velardena Operations. Betweenwarrants that expired during 2014 were warrants related to the merger with ECU on September 2, 2011 acquisition date and were issued to former ECU warrant holders to replace warrants previously issued to them by ECU.

    F-27



    GOLDEN MINERALS COMPANY

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

    (Expressed in United States dollars)

    The warrants issued in September 2012 and September 2014 are being recorded as a liability on the balance sheet as a result of anti-dilution clauses in the warrant agreements that could result in a resetting of the warrant exercise price in the event the Company were to issue additional shares of its common stock in a future transaction at a an offering price lower than the current exercise price of the warrants.  At December 31, 20112014 the total liability for the warrants was $1.6 million, consisting of $1.5 million for 2014 warrants and $0.1 million for the 2012 warrants.   The warrant liability has been recorded at fair value as of December 31, 2014 based primarily on a valuation performed by a third party expert using a Monte Carlo simulation, which falls within Level 3 of the fair value hierarchy.  The valuation model takes into account the probability that the Company could issue additional shares in a future transaction at a lower price than the current exercise price of the warrants.  Significant inputs to the valuation model included the Company’s closing stock price at December 31, 2014 of $0.54, the exercise prices for the warrants disclosed above, the Company’s stock volatility of 90%, the applicable risk free interest rate of 1.6%, and the probability of an additional issuance of the Company’s common stock at a lower price than the current warrant exercise price.  The balances for warrant liability, paid-in capital, and accumulated earnings also reflect an adjustment made during 2014 to reflect the impact of recording the 2012 warrants as a liability.  Paid in capital and accumulated deficit were reduced by $15.6 million $15.5 million respectively and warrant liability was increased by $0.2 million. The adjustments were determined to be immaterial to the Company’s financial statements filed in prior periods.

    16.Sale of Metals and Cost of Metals Sold

    During the years ended December 31, 2014 and 2013, the Company sold marketable metals inproducts including concentrates and precipitates from its Velardeña Properties. During 2014 and 2013 the form of doréCompany sold marketable products to a single customer.five customers.  Under the terms of the Company'sCompany’s agreement with the doréone precipitate customer, title does not pass to the purchaser until the product is received by the refinery, at which point revenue is recognized. For the Company’s other customers, title generally passes when a provisional payment is made, which occurs generally after the product is shipped and customary sales documents are completed.  Costs related to the sale of metals products includesinclude direct and indirect costs incurred to mine, process and market the products.  At December 31, 2011,2014 the Company had written down its metals inventoryand in-process inventories to net realizable value


    18. Revenue and Related Costs (Continued)

    including a charge to the cost of metals sold of approximately $3.8$1.2 million and a charge to depreciation expense of approximately $0.6$0.7 million.

    Management service fees

    The Company was party to a Management Agreement with Sumitomo under which it provided certain management services with respect to the San Cristóbal mine. The Management Agreement terminated effective June 30, 2010had no metals inventory at December 31, 2013 as discussed below. The Management Agreement provided for an annual fee of $11.4 million which included approximately $5.4 million that constituted reimbursement for direct administrative expenses the Company incurred on behalf of the San Cristóbal mine. Under the terms of the Management Agreement, the Company received the fee and any reimbursements net of any Bolivian withholding taxes. The fee and reimbursements for administrative costs and Bolivian withholding taxes are reported as Revenue from Services in the statement of operations following the guidance of ASC 605, "Revenue Recognition" regarding "income statement characterization of reimbursements received for out-of-pocket expenses incurred" and "reporting revenue gross as a principal versus net as an agent". ASC 605 supports recording as gross revenue fees received for the reimbursement of expenses in situations where the recipient is the primary obligor and has certain discretion in the incurrence of the reimbursable expense. The actual costs incurred for the reimbursed direct administrative expenses are reported as costs of services in the statement of operations. Reimbursed Bolivian withholding taxes are reported as income taxes in the statement of operations. Prior to entering into the Management Agreement, ASML received a management fee of $450,000 per month from San Cristóbal to cover certain costs incurred directly by ASML.

            For the first six months of 2010, through the June 30, 2010 termination of the agreement, the Company recorded $6.2 million as revenue related to the Management Agreement, comprised of $5.4 million of fees and $0.8 million for reimbursed withholding taxes. The Company also recorded corresponding charges of $2.5 million to cost of services and $0.8 million to income taxes for the actual administrative costs and withholding taxes reimbursable under the Management Agreement.

            The Company and Sumitomo agreed to terminate the Management Agreement effective June 30, 2010, six months earlier than provided by the terms of the agreement. As a result of the terminationsuspension of mining and processing at its Velardeña Properties (see Note 1).

    17.Interest and Other Income

    For the year ended December 31, 2014 the Company receivedreported other income of $1.6 million related primarily to the reduction of a $4.3 million termination fee comprised of $2.8 million in lieu ofloss contingency liability related to foreign withholding taxes that the performance of servicesgovernment could assert are owed by the Company, acting as withholding agent, on certain interest payments made to a third party (see Note 12).

    The Company recorded interest and other income of $0.4 million for the final two quartersyear ended December 31, 2013, primarily related to the reduction of 2010 and waiver of Sumitomo's 6-month notice requirement, $1.0 million for a termination payment (as provided inloss contingency liability related to foreign withholding taxes that the Management Agreement) and approximately $0.5 million for a performance bonus for the first two quarters of 2010. The termination fee proceeds were partially offsetgovernment could assert are owed by the return of prepaid administration fees for services not performed through June 30, 2010 of approximately $1.1 million resulting inCompany, acting as withholding agent, on certain interest payments made to a net payment from Sumitomo of $3.2 million received on June 30, 2010. As a result ofthird party (see Note 12).

    18.Warrant Income

    During the termination the Company recognized additional revenue of $4.9 million, comprised of the $4.3 million of termination fees as discussed above and $0.6 million for reimbursed withholding taxes.

            Subsequent to the termination of the agreementyear ended December 31, 2014 the Company recorded approximately $0.1$1.7 million of additional revenue and minimal amounts to cost of services andother income taxes related to certain final services completed undera decrease in the agreement.

            Forfair value of the period March 25, 2009 throughliability recorded for warrants to acquire the Company’s stock (see Note 15).  The warrant liability has been recorded at fair value as of December 31, 20092014 based primarily on a valuation performed by a third party expert using a Monte Carlo simulation, which falls within Level 3 of the fair value hierarchy.  The valuation model takes into account the probability that the Company recorded $10.6 million as revenue relatedcould issue additional shares in a future transaction at a lower price than the current exercise price of the warrants.  Significant inputs to the Management Agreement, comprisedvaluation model included the Company’s closing stock price at December 31, 2014 of $8.2 million of fees,$0.54, the $1.1 million annual incentive fee and $1.3 million for reimbursed withholding taxes. The Company also recorded corresponding charges of $3.2 million to cost of services and $1.3 million to income taxesexercise prices for the actual administrative costswarrants disclosed above, the Company’s stock volatility of 90%, the applicable risk free interest rate of 1.6%, and withholding taxes reimbursable under the Management Agreement. In addition, duringprobability of an additional issuance of the period March 25, 2009 through December 31, 2009Company’s common stock at a lower price than the Company recorded $0.5 million of revenue and $0.5 million of cost of services related to services provided to other third parties.current warrant exercise price.


    F-28



    19. Cash Flow InformationGOLDEN MINERALS COMPANY

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

    (Expressed in United States dollars)

     

    19.Cash flow information

    The following table reconciles net income (loss) for the period to cash from operations:

     
     The Year
    Ended
    December 31, 2011
     The Year
    Ended
    December 31, 2010
     For the Period
    March 25, 2009
    Through
    December 31, 2009
     For the Period
    January 1,
    2009
    Through
    March 24, 2009
     
     
      
     (Successor)
      
     (Predecessor)
     
     
     (in thousands)
     

    Cash flows from operating activities:

                 

    Net income (loss)

     $(62,671)$(33,274)$(20,276)$239,468 

    Adjustments to reconcile net loss to net cash used in operating activities:

                 

    Amortization and depreciation

      2,792  1,095  626  10,977 

    Loss on auction rate securities

          2,199  828 

    (Gain) loss on sale of investments

      246  (133) (467)  

    Gain on sale of assets, net

      (419) (110) (261)  

    Accretion of asset retirement obligation

      71      232 

    Accrued reclamation

        220     

    Amortization of premiums and discounts

            37 

    (Gain) loss on derivative positions

            36 

    Exploration property abandonment

      100       

    Impairment of long lived assets

        280  1,687   

    Impairment of accounts receivable

      112       

    Fair market value adjustment of assets held for sale

        (982)    

    Fair value of stock/warrants received for mineral rights

        (450) (168)  

    Gain on extingushment of debt

            (248,165)

    Gain on sale of interest in subsidiary

            8,409 

    Income tax provision

      (2,129)      

    Fresh start accounting adjustment

            (9,122)

    Foreign exchange loss on convertable note

      472       

    Stock compensation

      5,541  3,281  1,666  2,920 

    Changes in operating assets and liabilities:

                 

    Decrease (increase) in trade accounts receivable

        1,460  (1,275) (11,893)

    Decrease in accrued interest receivable

          152  84 

    (Increase) decrease in prepaid expenses and other assets

      643  509  (1,031) 6,063 

    Port fees applied to Port of Mejillones note receivable

            709 

    Increase in inventories

      (2,233)     (12,000)

    Increase in value added tax recoverable (net)

      (183)     (11,696)

    Increase (decrease) in accrued interest payable net of amounts capitalized

      (381)     11,496 

    Decrease in deferred revenue

            (3,227)

    Increase (decrease) in accounts payable and accrued liabilities net of amounts capitalized

      (7,714) 507  (6,149) 2,462 

    Increase (decrease) in deferred leasehold payments

      (92) (43) 485   

    Increase (decrease) in income taxes payable, net

      1,090  (26) (346) (2,262)

    Other increase (decrease)

      (15) 18  (89) 795 

    Treasury shares acquired and retired

      (1,834) (197)    
              

    Net cash used in operating activities

     $(66,604)$(27,845)$(23,247)$(13,849)
              

     

     

    The Year Ended December 31,

     

     

     

    2014

     

    2013

     

     

     

    (in thousands)

     

    Cash flows from operating activities:

     

     

     

     

     

    Net loss

     

    $

    (18,823

    )

    $

    (240,380

    )

    Adjustments to reconcile net loss to net cash used in operating activities:

     

     

     

     

     

    Amortization and depreciation

     

    3,128

     

    6,927

     

    Loss on sale of investments

     

     

    133

     

    Gain on sale of assets, net

     

    (689

    )

    (3,626

    )

    Accretion of asset retirement obligation

     

    200

     

    184

     

    Asset write off

     

    138

     

    30

     

    Write off of loss contingency

     

    (1,645

    )

    (2,450

    )

    Decrease in warrant liability

     

    (1,693

    )

     

    Impairment of long lived assets

     

     

    243,985

     

    Impairment of goodwill

     

     

    11,666

     

    Deferred income taxes

     

     

    (47,634

    )

    Foreign exchange gain on loss contingency

     

    (281

    )

    (8

    )

    Foreign exchange loss on deferred tax liability

     

     

    562

     

    Stock compensation

     

    926

     

    1,555

     

    Changes in operating assets and liabilities:

     

     

     

     

     

    Decrease in trade accounts receivable

     

    25

     

    1,266

     

    Decrease in prepaid expenses and other assets

     

    287

     

    86

     

    (Increase) decrease in inventories

     

    (764

    )

    2,511

     

    Decrease in value added tax receivable (net)

     

    449

     

    2,658

     

    Increase (decrease) in accounts payable and accrued Liabilities

     

    358

     

    (5,159

    )

    Increase (decrease) in deferred leasehold payments

     

    42

     

    (140

    )

    Increase in reclamation liability

     

    (117

    )

    (44

    )

    Net cash used in operating activities

     

    $

    (18,459

    )

    $

    (27,878

    )

    19. Cash Flow Information (Continued)

    The Company did not make any cash payments for interest or income taxes during the years ended December 31, 2014 and 2013.

     The following table details supplemental non-cash transactions:

     
     The year
    ended
    December
    2011
     The year
    ended
    December 31,
    2010
     The Period
    March 25,
    2009
    Through
    December 31,
    2009
     The Period
    January 1,
    2009
    Through
    March 24,
    2009
     
     
     (Succssessor)
     (Predecessor)
     
     
     (in thousands)
     

    Initial measurement of asset retirement obligation

     $3,506 $ $ $288 

    Mineral rights acquired with common stock and warrants

     $ $794 $ $ 

    Common stock issued in business combination

     $223,097 $ $ $ 

    20.Commitments and Contingencies

    Leases and Purchase Commitments—The —The Company has non-cancelable operating lease commitments and open purchase orders as follows:

     
     2012 2013 2014 2015 2016 

    El Quevar mining concessions

     $26 $26 $26 $26 $26 

    Velardeña mining consessions

     $24 $24 $24 $24 $24 

    Office space

     $739 $541 $451 $35 $ 

    Purchase option agreements

     $700 $250 $ $ $ 

    Velardeña purchase orders

     $1,000 $ $ $ $ 

     

     

    2015

     

    2016

     

    2017

     

    2018

     

    2019

     

    Thereafter

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    El Quevar mining concessions (estimated)

     

    $

    110

     

    $

    110

     

    $

    110

     

    $

    110

     

    $

    110

     

    $

     

    Velardeña mining consessions (estimated)

     

    $

    12

     

    $

    12

     

    $

    12

     

    $

    12

     

    $

    12

     

    $

     

    Office space

     

    $

    270

     

    $

    242

     

    $

    248

     

    $

    255

     

    $

    239

     

    $

     

    Dedicated communications link

     

    $

    70

     

    $

     

    $

     

    $

     

    $

     

    $

     

    Purchase option agreement

     

    $

    550

     

    $

     

    $

     

    $

     

    $

     

    $

     

     

    The Company is required to make mining patent lease payments to the Argentinean government to maintain its rights to the El Quevar mining concessions. The Company has made such payments totaling approximately $27,000, $36,000$35,000 and $29,000$34,000 for the years ended December 31, 2011, 20102014 and 2009,2013, respectively.

     

    F-29



    GOLDEN MINERALS COMPANY

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

    (Expressed in United States dollars)

    The Company is required to make annual lease paymentspay concession holding fees to the Mexican government to maintain its rights to the Velardeña Properties mining concessions. During the period from the September 2, 2011, acquisition of the Velardeña mine throughyears ended December 31, 20112014 and 2013 the Company made such payments totaling approximately $24,000.$12,000 and $9,000, respectively.  The payments include payments made related to adjacent exploration concessions on which there is no current mining.

     

    The companyCompany has office leases for its corporate headquarters in Golden, Colorado, as well as for its Velardeña OperationsProperties in Mexico, El Quevar projectand exploration offices in Argentina, and regional exploration centers in Mexico Peru and Argentina.  The lease for the corporate headquarters office space was renegotiated and extended during the first quarter 2014. The new lease reflects an approximately 46% reduction in space and an approximately 44% reduction in cost beginning March 1, 2014. The new lease expires in November 2014.30, 2019. Payments associated with thisthe corporate headquarters lease were recorded to rent expense by the Company in the amounts of $294,000, $265,000$259,000 and $28,000$405,000 for the years ended December 31, 2011, 20102014 and 2009,2013, respectively.

     

    The dedicated communications link provides high band width communications to our Velardeña Properties in Mexico. The Company has entered into an agreement with communications services provider that requires monthly payments of $7,000 through October of 2015.

    The purchase option agreements are payments we areagreement is a required payment to make to certain of thea current VelardeñaEl Quevar concession ownersowner in order to retain title to the properties. Option payments associated with other concessionsproperty. The concession is not deemed material to future development at the El Quevar project are not included because the concessions do not involve areas that are vital to the project and the Company has the right to terminate the paymentspayment obligation and release the concessionsconcession at any time.

     

    The purchase orders outstanding are related to equipment purchases at ourCompany cannot currently estimate the life of the Velardeña mine in Mexico and include $1.0 million ofProperties or El Quevar project. This table assumes that no annual maintenance payments remaining for mining equipment ordered atwill be made more than five years after December 31, 20112014. If the Company continues mining and scheduledprocessing at the Velardeña Properties beyond five years, the Company expects that it would make annual maintenance payments of approximately $12,000 per year for deliverythe life of the Velardeña mine. If the Company continues to evaluate development opportunities at the El Quevar project, the Company expects that it would make annual maintenance payments of approximately $110,000 per year for the life of the El Quevar mine. The increase in 2012.


    20. Commitments2015 and Contingencies (Continued)subsequent years is the result of a January 2015 amendment to the National Mining Code, increasing the annual canon payment by approximately four times.

     

    Payments associated with other exploration concessions the Company owns are not included because the Company has not completed exploration work on these concessions.  Exploration success is historically low and the Company has the right to terminate the payments and release the concessions at any time.

     

    ContingenciesECU may have committed errors in prior years in the withholding and payment of certain Mexican payroll related taxes related to certain of its Mexican subsidiaries. The Company believes it is unlikely that it will be assessed any amounts for these taxes priorhas recorded loss contingencies of approximately $2.6 million and $4.4 million at December 31, 2014 and December 31, 2013, respectively as discussed in Note 12. In addition to the statute of limitations expiringamounts recorded, the Company could be liable for the years in question but has estimated that the contingent liability would not be greater than $1.1 million.

    21. Royalty Income

            During 2004 the Predecessor sold the mineral rights onup to an additional $0.7 million stemming from a portiontax audit of the Company's Platosa property in MexicoArgentina equity tax for years 2009 through 2012 subject to Excellon Resources Inc. ("Excellon") and retained a 5% net smelter return ("NSR") royalty interest that decreasesthe Argentina tax authorities’ acceptance of VAT credits to a 2% NSR afterpartially offset the Company had received $4.0 million of royalty payments. During the fourth quarter of 2009 the Company sold its remaining interest in the Platosa property to Excellon for $2.0 million in cash and a retained a 1% NSR royalty. Excellon has been mining on the royalty section of the property and producing and selling silver, zinc and lead since 2006. The Predecessor and the Company earned NSR royalties from Excellon of $0.4 million, $0.3 million and $0.5 million ($0.4 million Successor and $0.1 million Predecessor) during the years ended December 31, 2011, 2010 and 2009, respectively.tax liability (see Note 12).

    22. 21.Foreign Currency

     

    The Company conducts exploration and the predecessor conducts operationsmining activities primarily in South AmericaArgentina and Mexico and gains and losses on foreign currency translationtransactions are related to those activities. The Company's and the Predecessor'sCompany’s functional currency is the U.S. dollar but certain transactions are conducted in the local currencies resulting in foreign currency transaction gains or losses.

    23. 22.Segment Information

     

    The Company'sCompany’s sole activity is the exploration, developmentmining, construction and miningexploration of mineral properties containing precious metals.  The Company'sCompany’s reportable segments are based upon the Company'sCompany’s revenue producing activities and cash consuming activities. The Company reports two segments, one for its producing Velardeña OperationsProperties in Mexico and the other comprised of non-producingnon-revenue producing activities including exploration, developmentconstruction and general and

    F-30



    GOLDEN MINERALS COMPANY

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

    (Expressed in United States dollars)

    administrative activities.   Intercompany revenue and expense amounts have been eliminated within each segment in order to report on the basis that management uses internally for evaluating segment performance. The financial information relating to the Company'sCompany’s segments is as follows:

    The Year Ended December 31, 2011
     Revenue Costs
    Applicable
    to Sales
     Depreciation
    Depletion
    and
    Amortization
     Exploration
    and
    Administrative
    Expense
     Pre-Tax
    Loss
     Total
    Assets
     Capital
    Expenditures
     

    Velardeña Operations

     $1,836 $6,086 $963 $583 $9,445 $282,563 $2,685 

    Corporate, Exploration & Other

          1,829  53,850  55,355  130,452  5,805 
                    

     $1,836 $6,086 $2,792 $54,433 $64,800 $413,015 $8,490 
                    

     Goodwill

    The Year ended December 31, 2014

     

    Revenue

     

    Costs
    Applicable
    to Sales

     

    Depreciation,
    Depletion and
    Amortization

     

    Exploration, El
    Quevar,
    Velardeña and
    Administrative
    Expense

     

    Pre-Tax loss

     

    Total Assets

     

    Capital
    Expenditures

     

     

     

    (in thousands)

     

    Velardeña Properties

     

    $

    235

     

    $

    1,655

     

    $

    2,353

     

    $

    6,607

     

    $

    8,144

     

    $

    27,188

     

    $

    491

     

    Corporate, Exploration & Other

     

     

     

    775

     

    10,743

     

    10,679

     

    14,070

     

    9

     

     

     

    $

    235

     

    $

    1,655

     

    $

    3,128

     

    $

    17,350

     

    $

    18,823

     

    $

    41,258

     

    $

    500

     

    The Year ended December 31, 2013

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Velardeña Properties

     

    $

    10,680

     

    $

    17,534

     

    $

    5,978

     

    $

    9,426

     

    $

    278,195

     

    $

    28,861

     

    $

    1,767

     

    Corporate, Exploration & Other

     

     

     

    949

     

    12,813

     

    11,871

     

    26,020

     

    30

     

     

     

    $

    10,680

     

    $

    17,534

     

    $

    6,927

     

    $

    22,239

     

    $

    290,066

     

    $

    54,881

     

    $

    1,797

     

    Lesser amounts of revenues, costs applicable to sales, and depreciation were recorded in 2014 as the Velardeña Properties were on care and maintenance much of the year until processing of mined material resumed in early November 2014.  The decline in the Corporate, Exploration and Other segment for total assets from December 31, 2013 to December 31, 2014 is allprimarily related to a reduction in cash and equivalents.  The Velardeña Properties segment pre-tax loss for the year ended December 31, 2013 includes charges of $255.7 million related to the ECU Mergerimpairment of long lived assets and is therefore all related to the Velardeña Operations segment (see Note 3).


    23. Segment Information (Continued)goodwill as discussed in Notes 8 and 9.

     During 2011, all

    All of the revenue reportedfor the two years presented was from the Company’s Velardeña Operations wereProperties in Mexico (see Note 16).  The revenue for 2013 was attributable to gold/silver doré bars that were soldsales of precipitates and concentrates to a single customer, pursuantfive customers under varying agreements. The revenue for 2014 was attributable to a purchase contract with a three year term expiring on September 17, 2013.

            Prior to the September 2, 2011 acquisition of the Velardeña Operations the Company operated under a single segment.

    24. Quarterly Results of Operations (Unaudited)

            The following table summarizes the Company's and the Predecessor's quarterly results of operations for the years ended December 31, 2011, 2010 and 2009:

     
     First
    Quarter
     Second
    Quarter
     Third
    Quarter
     Fourth
    Quarter
     
     
     (in thousands except per share)
     

    (Successor)

                 

    The Year Ended December 31, 2011

                 

    Net sales

     $ $ $ $1,836 

    Gross profit (loss)

     $ $ $ $(4,250)

    Net income (loss)

     $(15,925)$(18,591)$(11,744)$(16,411)

    Net income (loss) per Ordinary Share—basic and diluted:

                 

    Income (loss) from continuing operations attributable to the Company's shareholders

     $(1.08)$(1.24)$(0.59)$(0.47)

    Income (loss) attributable to the Company's shareholders

     $(1.08)$(1.24)$(0.59)$(0.47)

    The Year Ended December 31, 2010

                 

    Net sales

     $3,173 $7,945 $98 $ 

    Gross profit

     $1,556 $7,027 $67 $ 

    Net income (loss)

     $(7,039)$(3,630)$(10,252)$(12,353)

    Net income (loss) per Ordinary Share—basic and diluted:

                 

    Income (loss) from continuing operations attributable to the Company's shareholders

     $(1.57)$(0.41)$(1.15)$(0.92)

    Income (loss) attributable to the Company's shareholders

     $(1.57)$(0.41)$(1.15)$(0.92)

    The Period March 25, through December 31, 2009

                 

    Net sales

     $211 $3,147 $2,652 $5,057 

    Gross profit

     $131 $2,143 $1,473 $3,569 

    Net income (loss)

     $(683)$(6,491)$(6,140)$(6,962)

    Net income (loss) per Ordinary Share—basic and diluted:

                 

    Income (loss) from continuing operations attributable to the Company's shareholders

     $(0.23)$(2.17)$(2.06)$(2.33)

    Income (loss) attributable to the Company's shareholders

     $(0.23)$(2.17)$(2.06)$(2.33)

    (Predecessor)

     

     


     

     


     

     


     

     


     

    The Period January 1, through March 24, 2009

                 

    Income from continuing operations

     $243,621          

    Loss from discontinued operations

     $(4,153)         

    (Income) attributable to noncontrolling interest

     $(7,869)         

    Income attributable to the Predecessor's shareholders

     $231,599          

    Net income (loss) per Ordinary Share—basic and diluted:

                 

    Income from continuing operations attributable to the Predecessor's shareholders

     $4.13          

    Loss from discontinued operations attributable to the Predecessor's shareholders

     $(0.20)         

    Income attributable to the Predecessor's shareholders

     $3.93          

    24. Quarterly Results of Operations (Unaudited) (Continued)

            Net sales and gross profits for the periods March 25, 2009 through December 31, 2010 are all related to the Management Agreement with Sumitomo (see Note 18). Net sales and gross profit for the fourth quarter of 2011 are all related to metals sales from the Velardena Operations (see Note 18).

            Income from continuing operations for the period January 1 through March 25, 2009 includes a $248.2 million gain on the extinguishment of debt related to the Predecessor's emergence from Chapter 11 reorganization.

    25. Discontinued Operations

            As a result of the sale of the San Cristóbal mine, results of operations of the San Cristóbal mine and related subsidiaries sold are presented as discontinued operations for the periods on the Consolidated Statements of Operations and Comprehensive Income (Loss) through March 24, 2009, the date of the sale, including all direct financing relatedconcentrates to the San Cristóbal mine. Additionally, costs incurred for management service fees that were previously eliminated upon consolidation have not been eliminated and are reflected as a cost of service between the discontinued operations and the Company.one customer.

     The results of discontinued operations for the period January 1, 2009 through March 24, 2009 (amounts in thousands):

     
     For The Period
    January 1, 2009
    Through
    March 24, 2009
     

    Revenue:

        

    Sale of concentrates, net

     $99,049 

    Costs and expenses:

        

    Costs applicable to sales

      (59,955)

    Write down of inventories

       

    Production startup income/expense, net

       

    Management fee

      (1,350)

    Asset retirement accretion expense

      (232)

    Gain (loss) on commodity derivatives

       

    Foreign currency gain

      1,960 

    Impairment of long lived assets

       

    Other costs

       

    Depreciation, depletion and amortization

      (10,527)
        

    Total costs and expenses

      (70,104)
        

    Gain (loss) from operations

      28,945 

    Other income and expenses:

        

    Interest and other income

      67 

    Interest expense and other borrowing costs

      (22,233)
        

    Total other income and expenses

      (22,166)
        

    Income (loss) before income taxes

      6,779 

    Income taxes

      (2,523)
        

    Income before sale of interest in subsidiaries

     $4,256 
        

    Gain (loss) on sale of interest in subsidiaries

     $(8,409)
        

    Loss from discontinued operations

     $(4,153)
        

    26. Chapter 11 Proceedings, Financial Restructuring and Sale of the San Cristóbal Mine

      Chapter 11 Reorganization

            In light of significant liquidity issues, on January 12, 2009, ASML and its wholly owned subsidiary, Apex Silver Mines Corporation ("ASMC"), filed voluntary petitions for reorganization relief under Chapter 11 of the U.S. Bankruptcy Code (the "Bankruptcy Code"). ASML also commenced a provisional liquidation proceeding in the Cayman Islands. ASML's subsidiaries outside of the United States, including Minera San Cristóbal S.A. ("MSC"), the Bolivian subsidiary that owns and operates the San Cristóbal mine, were not included in the Chapter 11 filing or in any other bankruptcy or reorganization proceeding.

            Under Chapter 11, ASML operated its businesses between January 12, 2009 and March 24, 2009 as a debtor-in-possession under court protection from creditors and claimants under the jurisdiction of the Bankruptcy Court and under the supervision of the joint provisional liquidators in the Cayman Islands.

            A Joint Plan of Reorganization (the "Plan") was approved by the U.S. Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") on March 4, 2009, and the Company emerged from Chapter 11 protection on March 24, 2009 (the "Effective Date"). At that time, and subsequent to the closing of the sale of the San Cristóbal mine to Sumitomo as described below, all of the remaining assets of ASML, other than a small cash reserve for the payment of ASML's liquidation expenses, were transferred to the Company. A compulsory liquidation proceeding was initiated for ASML in the Cayman Islands and all of the ordinary shares of ASML were formally canceled in that proceeding.

            Under the Plan, holders of ASML's 2.875% and 4.0% Convertible Senior Subordinated Notes due 2024 (collectively, the "Notes") received in exchange for the cancellation of the Notes a pro rata distribution of (i) 3,000,000 shares of common stock of the Company, and (ii) approximately $45.0 million of cash. To record the effect of the reorganization, ASML wrote off the $290.0 million liability related to the Notes plus $3.2 million interest accrued through January 12, 2009, the Chapter 11 filing date, and recorded a $248.2 million gain at March 24, 2009.

            Other holders of unsecured claims against ASML and ASMC, except ASML's equity holders received cash payments for their claims up to a maximum recovery of $10,000 per claim. Through December 31, 2009 the Company has made cash payments of $52,000 in resolution of such claims. ASML's equity holders received no recovery under the Plan. In November 2009 the Chapter 11 proceedings were closed, and in December 2009 ASML's liquidation proceeding in the Cayman Islands were completed and the ASML ordinary shares were cancelled.

      Sale of the San Cristóbal Mine

            On the Effective Date, in accordance with the Plan, ASML sold to Sumitomo its remaining direct and indirect interests in the San Cristóbal mine, including its 65% interest in MSC, for a cash purchase price of $27.5 million, plus $2.5 million in expense reimbursements and the assumption of certain liabilities. On the Effective Date, Sumitomo and the other senior lenders waived and released ASML and the Company from any liability associated with amounts outstanding under the project finance facility relating to the San Cristóbal mine.

            On the Effective Date, ASMC, renamed Golden Minerals Services Corporation ("Golden Services"), entered into a Management Services Agreement with Sumitomo (the "Management Agreement") under which it provided certain operations management services with respect to the San Cristóbal mine. The initial term of the Management Agreement was extended until June 30, 2010 and thereafter may be terminated by Golden Services with twelve months' prior notice or by Sumitomo with six months' prior notice. If terminated by Sumitomo, Golden Services would be entitled to a $1.0 million termination fee. Golden Services would not be required to pay a termination fee.


    26. Chapter 11 Proceedings, Financial Restructuring and Sale of the San Cristóbal Mine (Continued)

      Fresh Start Accounting

            As required by GAAP, the Company adopted fresh start accounting effective March 25, 2009 following the guidance of Accounting Standards Codification ("ASC") 805, "Business Combinations" ("ASC 805"), and ASC 852, "Reorganizations" ("ASC 852"), because (i) holders of existing voting shares of the Predecessor immediately before the Effective Date received less than 50% of the voting shares of the Successor and (ii) the reorganized value of the Successor was less than its post-petition liabilities and allowed claims. The Successor's consolidated financial statements reflect a new capital structure and a new basis in the identifiable assets and liabilities assumed. Accordingly, the consolidated financial statements on or after March 25, 2009 are not comparable to the consolidated financial statements prior to that date.

            ASC 852 requires, among other things, the determination of the reorganization value of the Successor upon emergence from bankruptcy. Reorganization value approximates the fair value of the entity, before considering liabilities, and approximates the amount a willing buyer would pay for the assets of the entity immediately after the restructuring. The fair value of the Successor's assets was determined with the assistance of a third party valuation expert and a minerals engineering firm who used available comparable market data and quotations, discounted cash flow analysis, and other methods in determining the appropriate asset fair values. Based on these valuations and applying the principles of ASC 805, the Company has adjusted upward the reported amounts of certain of the Successor's individual assets, net of liabilities, by a combined total of $9.1 million and has reflected that adjustment in the Predecessor's statement of operations in accordance with ASC 852. The upward adjustment relates primarily to recording at fair value certain exploration properties and a royalty interest that were previously reflected on the Predecessor's balance sheet at a zero carrying value, because all exploration costs at such properties were expensed as incurred. Future costs of exploration will continue to be expensed as incurred.

            The total equity of the Successor at the Effective Date of $36.5 million has been adjusted to reflect no beginning retained earnings or deficit, after taking into account the cancelation of the Notes, the issuance of new shares in the Company, and the fresh start accounting adjustments. The total equity of the Successor at the Effective Date reflects the estimated enterprise value of the Company following the principles of ASC 852 and ASC 805. As part of the Company's bankruptcy proceedings, an enterprise value ranging from $15 million to $30 million was initially projected based on a blend of valuations using market value multiples for peer companies and an assessment of the underlying values of the Company's mineral properties at the time of the bankruptcy filing. As discussed above, and in conjunction with finalizing the fresh start accounting adjustments, additional valuation assessments of the fair value of the Successor's assets were performed with the assistance of a third party valuation expert and a minerals engineering firm to arrive at the Company's reported equity value at the Effective Date of $36.5 million. The asset valuations were derived using a combination of income, market and cost approach models depending on the asset. In applying the appropriate valuation model or models, the valuation consultants employed a variety of economic factors and market data, including discount rates, income tax rates, projections of future metals prices, and third party market surveys.F-31