Golden Minerals to Effect 1-for-25 Reverse Stock Split
May 30 2023 - 06:45AM
Business Wire
Golden Minerals Company (“Golden Minerals,” “Golden” or the
“Company”) (NYSE-A: AUMN and TSX: AUMN) announced today that at its
annual meeting of stockholders held on May 26, 2023, its
stockholders approved a reverse stock split of the Company’s common
stock. On February 24, 2023, the Company’s board of directors
approved a reverse stock split to be effected at a ratio of between
1-for-2 shares and 1-for-25 shares, with the split ratio to be
decided by the board subsequent to stockholder approval. The board
today announced it has selected a reverse stock split ratio of
1-for-25 shares.
On or around May 30, 2023, the Company will file an amendment to
its Amended and Restated Certificate of Incorporation, as amended,
with the Secretary of State of the State of Delaware to effect the
reverse stock split. The reverse stock split will become effective
on Friday, June 9, 2023, at 12:01 am EDT. Trading of the shares of
the Company’s common stock on a split-adjusted basis will begin
simultaneously on the NYSE American and Toronto Stock Exchange
under the new CUSIP 381119403 on June 9, 2023.
When the reverse stock split becomes effective, every 25 shares
of the Company’s issued shares of common stock will be combined
into one share of common stock without any action on the part of
the Company or its stockholders. This will reduce the number of
issued and outstanding shares of common stock from approximately
178 million shares to approximately 7.1 million shares.
Proportionate adjustments will also be made to the number of shares
issuable upon the exercise or vesting of all then-outstanding
warrants and restricted stock units, which will result in a
proportional decrease in the number of shares of common stock
reserved for issuance upon exercise or vesting of such warrants and
restricted stock units.
The reverse stock split will affect all stockholders uniformly
and, as of the effective date, each stockholder will own a reduced
number of shares of common stock. Percentage ownership interests,
voting rights and other rights and preferences will not be
affected, except to the extent that the reverse stock split will
result in fractional shares. As a result of the reverse stock
split, any stockholder who would otherwise be entitled to a
fractional share of common stock will have their shares rounded up
to the next whole number of shares.
The number of shares of common stock reserved for issuance under
Golden Minerals’ equity compensation plans, including the 2023
Equity Incentive Plan approved by stockholders on May 26, 2023,
will be reduced proportionately. In addition, the total number of
shares of common stock that the Company is authorized to issue
under its Amended and Restated Certificate of Incorporation, as
amended, will be reduced from 350 million to 28 million.
Stockholders who hold their shares through an intermediary such
as a bank, broker or other nominee account should not need to take
any action and should see the effect of the reverse stock split
reflected in their accounts on or after June 9, 2023. These
beneficial stockholders are encouraged to follow up with their
intermediary with any questions. Stockholders who hold their shares
in book-entry form under the direct registration system with the
Company’s transfer agent, Computershare, will not need to take any
action and will see the effect of the reverse stock split reflected
in their accounts on or after June 23, 2023. Stockholders who hold
paper certificates will receive a Letter of Transmittal from
Computershare, which when completed and submitted to Computershare
will enable them to exchange their old paper certificates for a
book-entry direct registration account representing the
post-reverse stock split number of shares of common stock they
hold. No new paper certificates will be issued.
About Golden Minerals
Golden Minerals is a gold and silver producer based in Golden,
Colorado. The Company is primarily focused on producing gold and
silver from its Rodeo Mine, advancing its Velardeña and Yoquivo
properties in Mexico and, through partner-funded exploration, its
El Quevar silver property in Argentina, as well as acquiring and
advancing selected mining properties in Mexico, Nevada and
Argentina.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and applicable Canadian securities legislation, including
statements regarding the timing and other aspects of the reverse
stock split. These statements are subject to risks and
uncertainties, including obtaining the requisite approvals from the
NYSE American, the Toronto Stock Exchange, and others to effectuate
the reverse stock split and other matters discussed in the periodic
and current reports filed with the SEC by Golden Minerals,
including the Company’s Annual Report on Form 10-K for the year
ended December 31, 2022.
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version on businesswire.com: https://www.businesswire.com/news/home/20230530005183/en/
For additional information, please visit
http://www.goldenminerals.com/ or contact:
Golden Minerals Company Karen Winkler, Director of Investor
Relations (303) 839-5060
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