Golden Minerals Co 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Our Company We were incorporated in Delaware in March 2009 under the Delaware General Corporation Law. We are an exploration company holding or controlling majority interests in the Desierto and Sarita Este concessions, adjoining gold-silver-copper exploration projects located in northwest Salta Province Argentina. We have also earned in 60% interest in Sand Canyon, an exploration-stage, gold-silver project in northwestern Nevada, and have interests in other mineral exploration properties located primarily in or near historical precious metals producing regions in Argentina and Mexico. We are primarily focused on advancing exploration activities at the Sarita Este/Desierto project. We restarted mining at our Velardeña Properties in December 2023 and continued through the end of February 2024 when it was determined that the initial performance of both the mine and the plant did not achieve expected results. We processed all the mineralized material that had been mined, shut down the sulfide processing plant at the end of March 2024 and held the Velardeña Properties for short-term sale as we evaluated options to realize value from the assets. We entered into the Velardeña Sales Agreements to sell the Velardeña and Chicago mines, both sulfide and oxide processing plants, water wells, and related equipment of the Velardeña Properties to the Velardeña Buyer in exchange for an aggregate purchase price of $5.5 million in cash, plus VAT. The first three of the Velardeña Sales Agreements which included the combined sales of the Velardeña and Chicago mines, the sulfide processing plant and various related equipment were completed on June 20, 2024, and the titles to the assets were transferred to the Velardeña Buyer. The Velardeña Buyer agreed to pay $3.0 million plus VAT on July 1, 2024, to complete the fourth and final of the Velardeña Sales Agreements which covered the oxide processing plant and water wells. We received the $3.0 million purchase price in a series of periodic payments, with the Velardeña Buyer making the final payment on October 10, 2025. With this closing, we have transferred the title to the oxide plant and the water wells to the Velardeña Buyer and have now fully divested our Velardeña operations, allowing us to concentrate our resources on advancing our exploration portfolio. In October 2024, we completed the sale of Silex Argentina, which was the sole owner of El Quevar, our advanced exploration property in Argentina for $3.5 million. We also completed the sale of our Yoquivo exploration property in Mexico in November 2024 for $570,000 plus VAT and the sale of a Mexican subsidiary holding tax losses for $445,000. In April 2025 we completed the sale of an additional Mexican subsidiary holding tax losses and 5 minor property concessions for $600,000. The Company continues to hold an interest in several remaining exploration properties, including Sarita Este/Desierto, a gold-silver-copper exploration project located in northwest Salta Province Argentina and Sand Canyon, an exploration stage, gold-silver project in northwestern Nevada. Because we have divested our Velardeña operations, our only near-term opportunity to generate cash flow is from the sale of assets or new sources of debt or equity capital. The Company is evaluating and pursuing alternatives to obtain funds to continue as a going concern, including the potential sale of the Company, seeking buyers or partners for certain of the Company’s other assets or obtaining equity or other external financing. In the absence of additional cash inflows, the Company anticipates that its cash resources will be exhausted in the second quarter of 2026. If we are unable to obtain additional cash resources or sell the Company, we will be forced to cease operations and liquidate. 2025 Highlights The Company has achieved a significant reduction in liabilities and a significant decrease in its cost structure through its restructuring efforts in 2024 which has continued during 2025. These combined actions have allowed us to strengthen our balance sheet and preserve capital, enabling us to shift focus toward our most promising exploration assets as further described below. 15 Sarita Este / Desierto Project The Desierto project, located in the Puna geological region of Salta Province, Argentina, has been the subject of surface exploration that identified zones of alteration, including clay and silica-rich areas typically associated with precious metal systems. The Company controls 67% of the Desierto Project. The Company has completed joint venture agreements for the Sarita Este property, 51% owned, with Cascadero Copper Corporation (“Cascadero”), and remains in negotiation with Cascadero regarding joint venture arrangements for Desierto. Pending the resolution of the joint venture agreement, the Company anticipates initiating a Phase I drill program designed to test extensions of gold mineralization observed at the adjacent Sarita Este property. Data obtained from the initial drilling program is expected to support refinement of the Desierto geological model and further evaluation of potential synergies with the Sarita Este project. Sand Canyon Project In January 2025, the Company exercised its option to earn a 60% interest in the Sand Canyon project, located in Humboldt County, Nevada, pursuant to its agreement with Golden Gryphon Explorations, Inc. The parties are currently working to finalize joint venture documentation. While no drilling is planned for 2025, the Company is continuing to review and integrate historical exploration data and technical studies to inform future exploration plans. Sale of Minera de Cordilleras In April 2025, the Company completed the sale of its wholly owned subsidiary, Minera de Cordilleras S. de R.L. de C.V., for total consideration of $600,000. The subsidiary held five non-core mining concessions in Mexico and accumulated tax loss carryforwards and inflation-adjusted capital contributions. Financial Results of Operations For the results of operations discussed below, we compare the results of operations during 2025 to the corresponding period from 2024. Three months Ended September 2025 Exploration expense. We recorded exploration expense of approximately $0.2 million for the three months ended September 30, 2025 and 2024. These exploration costs include property holding costs, including mineral claim fees and options payments, as well as allocated administrative expenses. Administrative expense. Administrative expenses totaled $0.4 million for the three months ended September 30, 2025, compared to $0.8 million for the three months ended September 30, 2024. Administrative expenses, including costs associated with being a public company, are incurred primarily by our corporate activities in support of our exploration portfolio. The lower administrative expense we incurred during 2025 is primarily related to our cost reduction efforts. Stock-based compensation. During the three months ended September 30, 2025 and 2024, we incurred approximately $0.07 million and $0.08 million, respectively, of expense related to stock-based compensation. Stock-based compensation varies from period to period depending on the number and timing of shares granted, the type of grant, the market value of the shares on the date of grant and other variables. Interest and other income, net. We recorded a nominal amount of interest and other income, net for the three months ended September 30, 2025 and 2024. Loss on foreign currency transactions. We recorded a nominal amount of loss on foreign currency transactions for the three months ended September 30, 2025 and 2024. Foreign currency gains and losses are primarily related to the effect of currency fluctuations on monetary assets net of liabilities held by our foreign subsidiaries that are denominated in currencies other than U.S. dollars. Income Taxes. We recorded zero income tax expense for the three months ended September 30, 2025 and 2024. 16 Loss from discontinued operations, net of taxes. In 2024, certain businesses were classified as assets held for sale and discontinued operations, including the Rodeo and Velardeña Properties in Mexico and the El Quevar property in Argentina. We recorded a loss from discontinued operations, net of taxes of $0.2 million for the three months ended September 30, 2025, and income from discontinued operations of $1.3 million for the three months ended September 30, 2024. The income recorded during the three months ended September 30, 2024 was primarily due to a gain recognized from our completed sale of our subsidiaries in Argentina and Mexico, namely, Silex Argentina and Minera Labri. Income (loss) from discontinued operations, net of taxes included the following major components: ● Sale of metals . Revenue from the sale of metals decreased from $0.1 million for the three months ended September 30, 2024 to zero for the three months ended September 30, 2025 primarily due to ceasing mining operations at the Rodeo and Velardeña Properties. ● Cost of metals sold . For the three months ended September 30, 2025 and 2024, we recorded zero and $0.6 million of cost of metals sold, respectively. The decrease in costs was due to the discontinuation of mining operations. ● Exploration . These costs pertain to the cost of minor exploration as well as cost related to the care and maintenance of the projects held for sale. Exploration costs decreased from $0.3 million for the three months ended September 30, 2024 to $0.1 million for the three months ended September 30, 2025 as we continue to wind down our operations in Mexico. ● Reclamation and accretion expense. During the three months ended September 30, 2025 and 2024, we incurred $0.06 million reclamation expense related to the accretion of an asset retirement obligation at the Velardeña and Rodeo properties. ● Other operating income, net . We recorded $2.1 million of other operating income for the three months ended September 30, 2024 from the sale of our subsidiaries, as noted above. ● Depreciation and amortization . For the three months ended September 30, 2025 and 2024, we recorded zero and a nominal amount of depreciation and amortization, respectively. Nine months Ended September 2025 Exploration expense. Our exploration expense, including property holding costs and allocated administrative expenses, totaled $0.3 million and $0.5 million for the nine months ended September 30, 2025 and 2024, respectively. The Company is currently planning its Phase I drill campaign in Argentina to test extensions of gold mineralization observed adjacent Sarita Este property. Data obtained from this drilling program is expected to support refinement of the Desierto geological model and further evaluation of potential synergies with the Sarita Este project. Administrative expense. Administrative expenses totaled $1.9 million for the nine months ended September 30, 2025, compared to approximately $3.0 million for the nine months ended September 30, 2024. Administrative expenses, including costs associated with being a public company, are incurred primarily by our corporate activities in support of our exploration portfolio. The lower administrative expense we incurred during 2025 is primarily related to our cost reduction efforts. Stock-based compensation. During the nine months ended September 30, 2025 and 2024, we incurred approximately $0.2 million and $0.3 million, respectively, of expense related to stock-based compensation. Stock-based compensation varies from period to period depending on the number and timing of shares granted, the type of grant, the market value of the shares on the date of grant and other variables. Interest and other income, net. We recorded a nominal amount of interest and other income, net for the nine months ended September 30, 2025 and 2024. Loss on foreign currency transactions. We recorded a nominal amount of loss on foreign currency transactions for the nine months ended September 30, 2025 and 2024. Foreign currency gains and losses are primarily related to the effect of currency fluctuations on monetary assets net of liabilities held by our foreign subsidiaries that are denominated in currencies other than U.S. dollars. Income Taxes. We recorded zero income tax expense for the nine months ended September 30, 2025 and 2024. Loss from discontinued operations, net of taxes. In 2024, certain businesses were classified as assets held for sale and discontinued operations, including the Rodeo and Velardeña Properties in Mexico and the El Quevar property in Argentina. Loss from discontinued operations, net of taxes was $0.5 million and $3.3 million for the nine months ended September 30, 2025 and 2024, respectively. 17 Loss from discontinued operations, net of taxes included the following major components: ● Sale of metals . Revenue from the sale of metals decreased from $1.4 million for the nine months ended September 30, 2024 to zero for the nine months ended September 30, 2025 primarily due to ceasing mining operations at the Rodeo and Velardeña Properties. ● Cost of metals sold . For the nine months ended September 30, 2025 and 2024, we recorded zero and $6.0 million of cost of metals sold, respectively. The decrease in costs was due to the discontinuation of mining operations. ● Exploration . These costs pertain to the cost of minor exploration as well as cost related to the care and maintenance of the projects held for sale. Exploration costs were $0.9 million compared to $1.1 million for the nine months ended September 30, 2025 and 2024, respectively, as we continue to wind down the operations. ● Reclamation and accretion expense. During the nine months ended September 30, 2025 and 2024, we incurred approximately $0.2 million reclamation expense related to the accretion of an asset retirement obligation at the Velardeña and Rodeo properties. ● Asset impairment expense. During the nine months ended September 30, 2024, in accordance with ASC 360, the Company recorded an asset impairment expense of $0.4 million in order to write down the remaining book value of the oxide plant and water wells to the salvage value. ● Other operating income, net . We recorded a nominal amount of other operating income for the nine months ended September 30, 2025. We recorded $3.3 million of other operating income for the nine months ended September 30, 2024 primarily related to the sale of certain Velardeña assets, Silex Argentina and Minera Labri. ● Gain on sale of assets held for sale. We recorded $0.6 million from the sale of Minera de Cordilleras for the nine months ended September 30, 2025. ● Depreciation and amortization . For the nine months ended September 30, 2025 and 2024, we recorded zero and $0.2 million of depreciation and amortization, respectively. For additional details on the major components of the loss from discontinued operations, please refer to “ Item 1 Financial Statements—Note 3. Assets Held for Sale and Discontinued Operations ” in this Form 10-Q. Liquidity, Capital Resources and Going Concern 2025 Liquidity Forecast and Going Concern Qualification We do not currently have sufficient resources to meet our expected cash needs for a period of twelve months beyond the filing date of this 2025 Quarterly Report on Form 10-Q. At September 30, 2025, we had current assets of approximately $2.0 million, including cash and cash equivalents of approximately $1.7 million. On the same date, we had accounts payable and other current liabilities of approximately $4.3 million, which includes $2.97 million in deferred revenue for the sale of the Velardeña oxide plant and water wells recorded within Current liabilities held for sale on the interim Condensed Consolidated Balance Sheets. As previously disclosed, the Company ceased mining at the Velardeña mines in Mexico in the first quarter 2024 and subsequently sold the mines and certain related assets. As of September 30, 2025, the Company was owed $28,000 plus $5,000 value-added tax (“VAT”) of the $3.0 million purchase price plus VAT for the Velardeña Properties. This remaining amount was received during October 2025 and as a result, the Company will recognize the related gain from sale of Velardeña Properties on its 2025 Annual Report. The Company’s only near-term opportunity to generate cash flow to meet its expected cash requirements is from the sale of assets, equity or other external financing. The Company is evaluating and pursuing alternatives, including the potential sale of the Company, seeking buyers or partners for the Company’s other assets or obtaining equity or other external financing. In the absence of additional cash inflows, the Company anticipates that its cash resources will be exhausted in approximately the second quarter of 2026. If we are unable to obtain additional cash resources or sell the Company, we will be forced to cease operations and liquidate. 18 The Company’s interim condensed consolidated financial statements have been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the normal course of business. However, as noted above, our continuing long-term operations will be dependent upon our ability to secure sufficient funding to generate future profitable operations. The underlying value and recoverability of the amounts shown as property, plant and equipment in our consolidated financial statements are dependent on our ability to generate positive cash flows from operations and to fund general administrative, and exploration activities that would lead to additional profitable mining and processing activities or to generate proceeds from the disposition of property, plant and equipment. The ability of the Company to maintain a positive cash balance for a period of twelve months beyond the filing date of this 2025 Quarterly Report on Form 10-Q is dependent upon its ability to generate sufficient cash flow from selling assets, reducing expenses, and raising sufficient funds through equity financings or other external sources. These material uncertainties cast significant doubt on the Company’s ability to continue as a going concern. Therefore, the Company cannot conclude that substantial doubt does not exist as to the Company’s ability to continue as a going concern for the twelve months following the filing date of this Quarterly Report on Form 10-Q. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or liabilities which might be necessary should the Company not continue as a going concern. 2025 Liquidity Discussion At September 30, 2025, our aggregate cash and cash equivalents totaled $1.7 million, compared to the $3.2 million in similar assets held at December 31, 2024. This decrease is the result of the following expenditures and cash inflows for the nine months ended September 30, 2025. ● $0.3 million cash spent on discontinued operations, primarily related to care and maintenance cost of the Velardeña properties; ● $2.9 million in general and administrative and exploration expenditures. The above expenditures were partially offset by cash inflows of $1.8 million from the following: ● $1.2 million of proceeds received from the sale of Velardeña Plant 2 and water wells; and ● $0.6 million from the sale of Minera de Cordilleras. Recent Accounting Pronouncements In March 2025, the FASB issued ASU 2025-02, Liabilities (405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122 , which, in light of SEC SAB 122, removes the SAB 121 interpretive guidance regarding crypto-asset safeguarding obligations. The guidance is effective immediately and is applied retrospectively for periods after December 15, 2024. The ASU did not have any impact on the Company’s condensed consolidated financial statements. In May 2025, the FASB issued ASU 2025-03, Business Combination and Consolidation: Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity . The ASU addresses transactions where the legal acquiree is a variable interest entity (“VIE”) that meets the definition of a business, and the acquisition is affected primarily by exchanging equity interests. The ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact on its consolidated financial statements. In May 2025, the FASB issued ASU 2025-04, Clarifications to Share-Based Consideration Payable to a Customer. This ASU clarifies the accounting for share-based payment awards granted to a customer as incentive. It addresses intersection of ASC 606 (Revenue from Contracts with Customers) and ASC 718 (Stock Compensation). The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within those years. Early adoption is permitted. We are currently evaluating the impact of adopting the ASU on our consolidated financial statements. 19 Forward-Looking Statements Some information contained in or incorporated by reference into this Quarterly Report on Form 10-Q (this “Form 10-Q”) may contain forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other applicable securities laws. We use the words “anticipate,” “continue,” “likely,” “estimate,” “expect,” “may,” “could,” “will,” “project,” “should,” “believe” and similar expressions (including negative and grammatical variations) to identify forward- looking statements. These statements include comments relating to (i) our anticipated near-term capital needs and potential sources of capital; (ii) our plans regarding exploration activities at the Sarita Este/Desierto project and the completion of the related Desierto joint venture documents and formation of the joint venture with Cascadero (iii) plans regarding our Sand Canyon exploration property in Nevada and the completion of the related joint venture documents and formation of the joint venture; (iv) projected spending for the twelve months from this Quarterly Report; and (v) statements concerning our financial condition, business strategies, business and legal risks, and our financial outlook for 2025 and beyond, including anticipated expenditures and cash inflows. Although we believe the expectations and assumptions reflected in those forward-looking statements are reasonable, we cannot assure you that these expectations and assumptions will prove to be correct. Our actual results could differ materially from those expressed or implied in these forward-looking statements as a result of various factors described in this Form 10-Q, including: ● The Company’s expected near-term cash needs, including the need to raise additional cash in the near-term and whether we are able to raise the necessary capital required to continue our business on terms acceptable to us or at all; ● Higher than anticipated exploration, maintenance, general and administrative costs; ● Plans regarding further advancement of the Sarita Este/Desierto project, including completion of the joint venture documents with Cascadero; ● Plans regarding further advancement of the Sand Canyon project, including completion of the joint venture with Golden Gryphon Explorations, Inc.; ● Decreases in silver and gold prices; ● Risks related to our exploration properties, including unfavorable results from exploration and whether we will be able to advance our exploration properties; ● Variations in the nature, quality and quantity of any mineral deposits that are or may be located at our exploration properties, changes in interpretations of geological information, and unfavorable results of drilling, metallurgical and other tests; ● Potential delays in our exploration activities or other activities to advance properties towards mining resulting from environmental consents or permitting delays or problems, accidents, problems with contractors, disputes under agreements related to exploration properties, unanticipated costs and other unexpected events; ● Our ability to retain key management and exploration personnel necessary to successfully operate and grow our business; ● Economic and political events negatively affecting the market prices for gold, silver, zinc, lead and other minerals that may be found on our exploration properties; ● Political and economic instability in Argentina and other countries in which we conduct our business, and future actions of any of these governments with respect to nationalization of natural resources or other changes in mining or taxation policies; ● Adverse technological changes and cybersecurity threats; ● Volatility in the market price of our common stock ● Risks of negative outcomes of ongoing or potential litigation matters; and ● The factors discussed under “ Risk Factors ” in our 2024 Annual Report. These factors are not intended to represent a complete list of the general or specific factors that could affect us. Many of these factors are beyond our ability to control or predict. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, such expectations may prove to be materially incorrect due to known and unknown risks and uncertainties. You should not unduly rely on any of our forward-looking statements. These statements speak only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. 20