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

DENVER, CO / ACCESS Newswire / October 26, 2026 / Golden Minerals Company ("Golden Minerals," "Golden" or the "Company") (TSX:AUMN) announced today that it plans to undertake a non-brokered private placement (the "Offering") pursuant to which the Company intends to issue units of the Company (each a "Unit") at a price of C$0.28 per Unit to raise gross proceeds of up to C$5,000,000 pursuant to the sale of up to 17,857,142 Units.

Each Unit is comprised of one share of common stock of the Company (an "Offered Share") and one-half of one common stock purchase warrant (each whole common stock purchase warrant, an "Offered Warrant", and with the Offered Shares, the "Offered Securities"). Each Offered Warrant entitles the holder thereof to acquire one share of common stock of the Company (each a "Warrant Share") at a price of C$0.45 per Warrant Share at any time during the period beginning on the Closing Date (as defined herein) and ending on the date that is 24 months following the Closing Date; provided that if, at any time prior to the expiry date of the Offered Warrants, the volume weighted average trading price of the common stock of the Company on the Toronto Stock Exchange (the "TSX"), or other principal exchange on which the common stock of the Company (the "Common Shares") are then primarily traded, is greater than C$0.90 for 10 consecutive trading days, the Company may, within 15 days of the occurrence of such event, deliver a notice to the holders of Offered Warrants accelerating the expiry date of the Offered Warrants to the date that is not less than 30 days following the date of such notice (the "Accelerated Exercise Period"). Any unexercised Offered Warrants shall automatically expire at the end of the Accelerated Exercise Period.

The Company has agreed to pay a finder's fee to arm's length parties (each a "finder") for services rendered in respect of Units sold in the Offering to purchasers that are not in the United States or U.S. persons. The finder's fee will consist of a cash fee equal to 6.0% of the gross proceeds from the sale of Units sold by the Company to third parties sourced by each finder, and finder's warrants equal in number to 6.0% of the Units sold by the Company to third parties sourced by such finder (the "Finder's Warrants" and individually a "Finder's Warrant"). Each Finder's Warrant will entitle the holder to acquire one Common Share at a price of C$0.45 per Warrant Share at any time during the period beginning on the Closing Date and ending on the date that is 24 months following the Closing Date.

The Company intends to use the net proceeds of the Offering to fund its exploration programs, including the drilling program at its Sarita Este/Desierto project in Argentina ("Desierto"), and its other forecast expenditures through the end of 2027, including the July 2027 option payment for Desierto, to reduce the Company's liabilities, and for general corporate and working capital purposes. The Offering is scheduled to close on or about November 9, 2026, or such other date or dates as the Company may determine (the "Closing Date") and is subject to certain conditions including but not limited to, receipt of approval from the TSX.

Units under the Offering are being offered pursuant to the "accredited investor" exemption or pursuant to other available prospectus and other exemptions under applicable Canadian and U.S. securities laws to purchasers resident in the Canadian jurisdictions and, in the United States only to persons who are "accredited investors" (as defined in Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended (the "U.S. Securities Act")), in reliance on Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and in compliance with applicable state securities laws. The Offered Securities issued pursuant to the Offering as well as the Finder's Warrants will, where applicable, be subject to a hold period resale restriction in Canada for four months after the Closing Date. Additionally, the Offered Securities issued pursuant to the Offering will be subject to a minimum concurrent six-month hold period under applicable U.S. securities laws.

As the Offering would result in the issuance of securities in excess of 25% of the number of currently issued and outstanding shares of the Company otherwise permitted by the TSX without shareholder approval, the Company is relying on and has applied to the TSX for an exemption from the applicable shareholder approval requirements pursuant to the "financial hardship" exemption under Section 604(e) of the TSX Company Manual. Specifically, absent an available exemption, the Offering would require shareholder approval under Section 607(g)(i) of the TSX Company Manual, on the basis that at the maximum size of the Offering, the Company would issue up to 17,857,142 Common Shares, together with up to 8,928,571 Warrant Shares issuable on the exercise of the Offered Warrants and up to 1,071,428 Common Shares issuable on the exercise of the Finder's Warrants, for an aggregate of up to 27,857,141 Common Shares issued and issuable pursuant to the Offering, representing approximately 147.4% of the 18,893,048 Common Shares currently issued and outstanding on an undiluted basis (or approximately 94.5% based on the 17,857,142 Offered Shares issued under the Units alone), in each case representing greater than 25% of the number of Common Shares currently issued and outstanding on an undiluted basis, and resulting in an increase in the number of Common Shares outstanding on a fully diluted basis from 29,465,714 to 57,322,855, or an increase of approximately 94.5%.

The Company is currently experiencing serious financial difficulty as the Company's available funds will be exhausted by year-end 2026 absent additional financing, due to the Company not having any revenue-producing operations and having ongoing funding requirements associated with its mineral projects, including the requirement to maintain exploration activities in order to preserve drilling permits at Desierto that would otherwise expire in December 2026 without continued drilling. The Company has recently completed a nearly three-year effort to dispose of its mining and exploration assets and related liabilities in Mexico and Argentina and to position itself to move forward with Desierto and the Company's Sand Canyon property in Nevada, having funded its operations during this period primarily from the proceeds of asset sales in Mexico and Argentina. As such, the Company has no present sources of funds and, if it is not able to secure financing pursuant to the Offering, is facing the prospect of imminent liquidation in order to seek to preserve any shareholder value.

Additionally, given the Company's anticipated liquidity constraints, there is not sufficient time to obtain shareholder approval for the Offering. The Company requires additional financing before shareholder approval could reasonably be obtained. There is also a material risk that quorum would not be achieved at such a meeting due to the Company's quorum requirement (33-1/3%) and the fact that the Company's shares are very widely held by small retail shareholders. The Offering represents a viable source of financing at this time and there can be no assurance that such financing, whether on the same or other commercially reasonable terms, would remain available following the delay associated with calling and holding a shareholder meeting.

While considering the Offering and its terms, the Company's board of directors reviewed alternatives to proceeding with the Offering, including the following items:

• the absence of any other alternatives reasonably available to the Company to raise capital or reduce its expenditures, having previously disposed of its mining and exploration assets in Mexico and Argentina;
• the immediacy of the Company's liquidity needs, including the expected exhaustion of available Company funds by year-end 2026; and
• the risk that the Offering may not remain available on the same or other commercially reasonable terms if the Company does not proceed with the Offering to seek shareholder approval.

Aggregate insider participation in the Offering, including by Streamline Metals Capital Ltd. ("Streamline"), which currently holds 19.8% of the currently issued and outstanding shares of the Company, will be limited to 10% or less of the issued and outstanding shares of the Company, in accordance with the policies of the TSX. Accordingly, any insider participation in the Offering will not materially affect control of the Company and the equity interest of Streamline in the Company may be diluted as a result of the completion of the Offering.

The Company's application to the TSX with respect to the "financial hardship" exemption under Section 604(e) of the TSX Company Manual was made upon the recommendation of a committee of board members, free from any interest in the transaction and not participating in the Offering, based on its determination that (i) the Company is in serious financial difficulty; (ii) the Offering is designed to improve the Company's financial situation; and (iii) based on the determination of such committee, that the transaction is reasonable for the Company in the circumstances. It is expected that the issuer will be placed under remedial delisting review under Part VII of the TSX Company Manual.

The Offered Securities have not been registered under the U.S. Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Offered Securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

For additional information, please visit http://www.goldenminerals.com/ or contact:
Golden Minerals Company (303) 839-5060

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the U.S. Securities Act and the Securities Exchange Act of 1934, as amended, and forward-looking information within the meaning of applicable Canadian securities legislation (collectively, "forward-looking statements"), including statements regarding the Offering; the Company's intended use of proceeds of the Offering; and the timing for closing of the Offering. These statements are subject to risks and uncertainties, including increases in costs and declines in general economic conditions; changes in political conditions, in tax, royalty, environmental and other laws in the United States, Mexico, Argentina and other jurisdictions in which the Company operates or may operate; risks associated with joint ventures and international operations; risks associated with the TSX listing review; and fluctuations in silver and gold prices. Golden Minerals assumes no obligation to update this information. Additional risks relating to Golden Minerals may be found in the periodic and current reports filed with the SEC by Golden Minerals and under the Company's profile on SEDAR+ at www.sedarplus.ca, including the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

SOURCE: Golden Minerals Company

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P.Beaulieu--SMC