Item 1.01 Entry into a Material Definitive Agreement






Offering

On July 21, 2020, Golden Minerals Company (the "Company"), a Delaware corporation, entered into an Amended and Restated Underwriting Agreement (the "Underwriting Agreement") with H.C. Wainwright & Co., LLC as representative of the underwriters named in Schedule I thereto (the "Underwriters"), providing for the issuance and sale by the Company in a firm commitment offering (the "Offering") of 17,857,143 shares of common stock at a price to the public of $0.42 per share (the "Offering Shares"). In addition, the Company granted the Underwriters an option to purchase, at the public offering price per share of common stock, up to an additional 2,678,571 shares of common stock, exercisable for 30 days from the date of the Underwriting Agreement (the "Option Shares").

The Offering Shares and Option Shares are registered pursuant to the Company's registration statement on Form S-3 (File No. 333-220461), and a prospectus supplement thereto filed with the Securities and Exchange Commission ("SEC").

The Underwriters acquired the Offering Shares and the full amount of the Option Shares from the Company with an underwriting discount of six percent (6%) and the Company also agreed to reimburse them for customary fees and expenses.

The Company intends to use the proceeds from the Offering for working capital requirements and general corporate purposes.

The sale of the Offering Shares and Option Shares closed on July 24, 2020.

Item 9.01 Financial Statements and Exhibits

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit 1.1 to this report and is incorporated by reference herein.

A copy of the opinion of Davis Graham & Stubbs LLP relating to the legality of the issuance and sale of the Offering Shares and the Option Shares in the Offering is attached as Exhibit 5.1 to this report.





(d) Exhibits



Exhibit
No.                                       Description
  1.1           Amended and Restated Underwriting Agreement between Golden
              Minerals Company and H.C. Wainwright & Co., LLC, dated as of July
              21, 2020.

  5.1           Opinion of Davis Graham & Stubbs LLP

  23.1          Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1)

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