Correspondence 0001104659-23-111475 from Golden Minerals Co (AUMN) (CIK 0001011509) (AUMN)
Golden Minerals Co (AUMN) (CIK 0001011509)
Date: Oct. 25, 2023 · CIK: 0001011509 · Accession: 0001104659-23-111475
AI Filing Summary & Sentiment
File numbers found in text: 333-274403
Referenced dates: September 25, 2023
Letter
Brian Boonstra
303.892.7348
brian.boonstra@dgslaw.com
October 25, 2023
By EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Michael Purcell and Daniel Morris
Re: Golden Minerals Company
Registration Statement on Form S-1
Filed September 7, 2023
File No. 333-274403
Ladies and Gentlemen:
On behalf of Golden Minerals Company (the “Company”), set forth below is the response of the Company to the comments received by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter dated September 25, 2023 (the “Comment Letter”) regarding the above-referenced registration statement on Form S-1 (the “Form S-1”). For ease of reference, the text of the Staff’s comment is reproduced in bold-face type below, followed by the Company’s response.
Registration Statement on Form S-1
Cover Page
1. Please provide all information not eligible to be omitted pursuant to Rule 430A of the Securities Act, including the number of common shares, warrants, and pre-funded warrants you are offering. Refer to Securities Act Rules Compliance and Disclosure Interpretations 227.02.
Response: The Company acknowledges the Staff’s comment and advises the Staff that concurrent with the filing of this response letter, the Company will file an amended registration statement on Form S-1 to provide all remaining information required, except information permitted to be excluded by Rule 430A.
Davis Graham & Stubbs LLP ▪ 1550 17th Street, Suite 500 ▪ Denver, CO 80202 ▪ 303.892.9400 ▪ fax 303.893.1379 ▪ dgslaw.com
2. Please confirm that you will identify the name of the placement agent in a subsequent amendment prior to requesting effectiveness of this registration statement.
Response: The Company acknowledges the Staff’s comment and advises the Staff that concurrent with the filing of this response letter, the Company will file an amended registration statement on Form S-1 to revise the disclosure on the cover page, the back cover page, and in the “Plan of Distribution” section to include the name of the placement agent.
3. Please revise your exhibit index to include the placement agent agreement and purchase agreement referenced on page 24 and file all outstanding exhibits. In addition, please update Ex.107, as appropriate.
Response: The Company acknowledges the Staff’s comment and advises the Staff that concurrent with the filing of this response letter, the Company will file an amended registration statement on Form S-1 to file all outstanding exhibits and to revise the exhibit index to add the form of securities purchase agreement as Exhibit 10.4, the form of pre-funded warrant as Exhibit 4.7, the form of Series A warrant as Exhibit 4.8, and the form of Series B warrant as Exhibit 4.9. The amended filing also includes a revised fee table as Exhibit 107.
Should you require further clarification of any of the issues raised in this letter, please contact the undersigned at (303) 892-7348.
Sincerely,
/s/ Brian Boonstra
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CORRESP
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filename1.htm
Brian Boonstra
303.892.7348
brian.boonstra@dgslaw.com
October 25, 2023
By EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Michael Purcell and Daniel Morris
Re: Golden Minerals Company
Registration Statement on Form S-1
Filed September 7, 2023
File No. 333-274403
Ladies and Gentlemen:
On behalf of Golden
Minerals Company (the “Company”), set forth below is the response of the Company to the comments received by the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter
dated September 25, 2023 (the “Comment Letter”) regarding the above-referenced registration statement on Form S-1 (the
“Form S-1”). For ease of reference, the text of the Staff’s comment is reproduced in bold-face type below, followed
by the Company’s response.
Registration Statement on Form S-1
Cover Page
1. Please provide all information not eligible to be omitted
pursuant to Rule 430A of the Securities Act, including the number of common shares, warrants, and pre-funded warrants you are offering.
Refer to Securities Act Rules Compliance and Disclosure Interpretations 227.02.
Response: The Company acknowledges
the Staff’s comment and advises the Staff that concurrent with the filing of this response letter, the Company will file an amended
registration statement on Form S-1 to provide all remaining information required, except information permitted to be excluded by Rule
430A.
Davis
Graham & Stubbs LLP ▪ 1550
17th Street, Suite 500 ▪ Denver,
CO 80202 ▪ 303.892.9400
▪ fax
303.893.1379 ▪ dgslaw.com
2. Please confirm that you will identify the name of the
placement agent in a subsequent amendment prior to requesting effectiveness of this registration statement.
Response: The Company acknowledges
the Staff’s comment and advises the Staff that concurrent with the filing of this response letter, the Company will file an amended
registration statement on Form S-1 to revise the disclosure on the cover page, the back cover page, and in the “Plan of Distribution”
section to include the name of the placement agent.
3. Please revise your exhibit index to include the placement
agent agreement and purchase agreement referenced on page 24 and file all outstanding exhibits. In addition, please update Ex.107, as
appropriate.
Response: The Company acknowledges
the Staff’s comment and advises the Staff that concurrent with the filing of this response letter, the Company will file an amended
registration statement on Form S-1 to file all outstanding exhibits and to revise the exhibit index to add the form of securities purchase
agreement as Exhibit 10.4, the form of pre-funded warrant as Exhibit 4.7, the form of Series A warrant as Exhibit 4.8, and the form of
Series B warrant as Exhibit 4.9. The amended filing also includes a revised fee table as Exhibit 107.
Should you require further
clarification of any of the issues raised in this letter, please contact the undersigned at (303) 892-7348.
Sincerely,
/s/ Brian Boonstra
for
Davis Graham
& Stubbs LLP
cc: Julie Weedman, Golden Minerals Company
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