Form 8-K
8-K — Golden Minerals Co
Accession: 0001104659-26-113262
Filed: 2026-10-02
Period: 2026-10-01
CIK: 0001011509
SIC: 1040 (GOLD & SILVER ORES)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — tm2626860d1_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (tm2626860d1_ex10-1.htm)
EX-99.1 — EXHIBIT 99.1 (tm2626860d1_ex99-1.htm)
GRAPHIC (tm2626860d1_ex99-1img001.jpg)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — FORM 8-K
8-K (Primary)
Filename: tm2626860d1_8k.htm · Sequence: 1
false
0001011509
0001011509
2026-10-01
2026-10-01
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
Current Report
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 1, 2026
GOLDEN MINERALS COMPANY
(Exact name of registrant as specified in its
charter)
delaware
1-13627
26-4413382
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S.
Employer Identification
Number)
1312
17th Street, Unit
2136
Denver,
Colorado 80202
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (303) 839-5060
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to
Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Executive Vice President of
Exploration
On October 1, 2026, the Board
of Directors of Golden Minerals Company (the “Company”) appointed Keith Laskowski as Executive Vice President of Exploration
of the Company, effective October 1, 2026.
Mr. Laskowski, age 70, is
an Economic and Mining Geologist with over 45 years of experience in exploration, mining, and financial analysis and is the owner of Yellowstone
Geological Services LLC, a Montana limited liability company (“Yellowstone”), through which he works as a consultant for various
mining companies. Mr. Laskowski most recently served as Vice President – Geology (formerly VP Technical Services) of Sandstorm Gold
Royalties (TSX/NYSE) from February 2015 to November 2025. From 2012 to 2015, Mr. Laskowski served as Staff Engineer/Principal Mining Specialist
at the World Bank – International Finance Corporation. From 2009 to 2012, Mr. Laskowski served as President, CEO and Director of
Estrella Gold Corp (TSX). From 2006 to 2009, Mr. Laskowski served as Country Manager – Haiti for Eurasian Minerals (TSX). From 1980
to 1997, Mr. Laskowski held various positions at Newmont Mining Corporation, including Regional Exploration Manager and Senior Geologist.
Mr. Laskowski holds a Master of Science in Economic Geology from the Colorado School of Mines and a Bachelor of Arts in Geology from the
University of Maine. Mr. Laskowski is a Qualified Professional with the Mining and Metallurgical Society of America and a Senior Fellow
of the Society of Economic Geologists.
There is no arrangement or
understanding between Mr. Laskowski and any other person pursuant to which he was appointed as Executive Vice President of Exploration
of the Company. Mr. Laskowski does not have any family relationship with any of the Company’s other directors or executive officers
or persons nominated or chosen by the Company to become a director or executive officer. Mr. Laskowski has no direct or indirect material
interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
In connection with Mr. Laskowski’s
appointment as Executive Vice President of Exploration, on October 1, 2026, the Company entered into a consulting agreement (the “Consulting
Agreement”) with Yellowstone and Mr. Laskowski in his individual capacity. The Consulting Agreement has an initial term of three
years ending September 30, 2029, subject to termination by either party on not less than 30 days’ prior written notice.
Pursuant to the Consulting
Agreement, the Company will pay Yellowstone a monthly fee of $20,000 for services rendered by Yellowstone. In addition, on October 1,
2026, Mr. Laskowski received an award of 600,000 restricted stock units (“RSUs”) under the Company’s Amended and Restated
2023 Equity Incentive Plan (the “Plan”), which will vest in three equal tranches on October 1, 2027, October 1, 2028, and
October 1, 2029, subject to the Consulting Agreement remaining in effect on each applicable vesting date. Mr. Laskowski is also eligible
to receive an incentive bonus stock award of 400,000 shares of the Company’s common stock under the Plan if the Company’s
stock price exceeds $2.00, as measured by a 30-day volume-weighted average price, at any time prior to September 30, 2029, provided that
the Consulting Agreement remains in effect on the date the price objective is achieved. The Company’s obligation to make this grant
is subject to the availability of shares under the Company’s certificate of incorporation and the Plan and receipt of any required
approvals.
The Consulting Agreement also
provides for reimbursement of approved travel and business expenses incurred in connection with Yellowstone’s services. Upon any
termination of the Consulting Agreement, Yellowstone is entitled only to fees and approved expenses accrued through the termination date,
and all unvested equity awards are forfeited without consideration. The Consulting Agreement contains customary confidentiality provisions
that apply during the term and for one year thereafter (or longer for trade secrets), as well as non-competition and non-solicitation
covenants that apply during the term and for twelve months following termination.
The foregoing description
of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting
Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Resignation of Director
Pablo Castanos, a member of
the Company’s board of directors (the “Board”), has resigned as a director of the Company effective as of September
30, 2026. Mr. Castanos’s resignation from the Board is not the result of any disagreement with the Company on any matter relating
to the Company’s operations, policies or practices.
2
Item 7.01 Regulation FD Disclosure
On October 1, 2026, the Company
issued a press release announcing the foregoing management change. A copy of this press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
The
information contained in Item 7.01 of this Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the company under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
10.1
Consulting Agreement dated October 1, 2026 between Golden Minerals Company, Yellowstone Geological Services LLC, and Keith Laskowski.
99.1
Press release dated October 1, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
3
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: October 2, 2026
Golden Minerals Company
By:
/s/ David Watkins
Name:
David Watkins
Title:
President and Chief Executive Officer
4
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2626860d1_ex10-1.htm · Sequence: 2
Exhibit 10.1
YELLOWSTONE GEOLOGICAL SERVICES LLC
CONSULTING AGREEMENT
This Consulting Agreement
(the “Agreement”) is entered into as of October 1, 2026, by and among Yellowstone Geological Services LLC (the
“Consultant”), a Montana limited liability company doing business at 4104 Rain Roper Drive, Bozeman MT 59715, Keith
A. Laskowski, an individual residing at 4104 Rain Roper Drive, Bozeman MT 59715 (“Mr. Laskowski”), and Golden
Minerals Company, (the “Company”) a Delaware corporation with its principal office at 1312 17th Street, Unit #2136,
Denver, CO 80202 USA.
Mr. Laskowski
joins in and is a party to this Agreement in his individual capacity for the purpose of undertaking, and agrees to be personally bound
by, the obligations expressly applicable to him under this Agreement, including those in Sections 1.0, 6.0, 7.0,
8.0, and 10.0, and the representations, warranties, and covenants that by their terms apply to him.
The parties hereto agree as
follows:
1.0 Engagement
of Consultant. The Company wishes to retain the services of the Consultant to provide the specific services described in Appendix I
during the Term (defined below). In addition, Mr. Laskowski shall serve as the Executive Vice President of Exploration of the
Company and as the Qualified Professional (“QP”) for the Company and hereby accepts such assignments and agrees to
render services well and faithfully, to the best of his ability and in a competent and professional manner.
2.0 Term.
The term of this Agreement (the “Term”) shall begin on October 1, 2026, and shall end on September 30, 2029.
3.0 Compensation.
3.01 The
Company agrees to pay the Consultant and Mr. Laskowski, and the Consultant and Mr. Laskowski agree to accept, the remuneration
for services hereunder as specified in Appendix II.
3.02 Other
than the fees specifically set forth in writing in Appendix II, the Consultant and Mr. Laskowski are not entitled to
any other fee, bonus, compensation, interest, or any other thing of value from the Company for any work or services performed on behalf
of the Company.
4.0 Expenses.
The Company agrees to reimburse the Consultant for travel and business expenses approved verbally or in writing in advance of travel.
Reimbursable air travel shall be booked at economy class for domestic travel within the United States and at business class for international
travel, in each case at the lowest reasonably available fare for the approved itinerary and subject to the Company’s travel and
expense policy as in effect from time to time. Any upgrade or class of service beyond the foregoing shall be at the Consultant’s
sole cost unless approved in writing in advance by the Company. The Consultant agrees to submit itemized documentation for all expenses
for which it seeks reimbursement (including accompanying invoices). All approved expenses will be billed at cost with receipts, with the
exception of field vehicle expenses, which shall be billed at $1.00/mile. The Consultant shall provide one fully equipped and insured
4 x 4 field vehicle and shall be responsible for all operating costs.
Golden Minerals Company 2
5.0 Insurance.
The Consultant acknowledges that it is solely responsible for providing at its own cost workers’ compensation, medical, travel,
disability, and life insurance for the officers and employees of the Consultant, including Mr. Laskowski. The Consultant shall hold
the Company harmless for any injuries, damages or expenses that may be incurred during the course of the work, except in the case of negligence
on the part of the Company. If travel is required to locations, where due to risk and hazard additional insurance coverage is appropriate,
the Consultant will bill the cost of such coverage to the Company as an expense. The Company shall provide to Mr. Laskowski appropriate
directors and officer insurance consistent with Company policy.
5.01 In
the event of an accident, injury or illness incurred during travel and working periods in foreign overseas land related to the business
of the Company, all un-insured medical expenses, evacuation and repatriation costs shall be covered by the Company.
5.02 The
Consultant shall indemnify, defend, and hold harmless the Company from and against all losses, claims, damages, liabilities, costs, and
expenses (including reasonable attorneys’ fees) arising out of or related to (a) the Consultant’s negligence, willful
misconduct, or fraud, (b) any breach of this Agreement by the Consultant, (c) any violation of applicable law by the Consultant,
or (d) any third-party claims arising from the Consultant’s performance under this Agreement.
6.0 Early
Termination. Either party hereto may terminate this Agreement without cause on not less than 30 days’ prior written notice.
The Company may terminate immediately if the Consultant materially breaches this Agreement, commits fraud, gross negligence, or willful
misconduct, or if Mr. Laskowski ceases to hold any license or qualification necessary to serve as the QP. On any termination, the
Consultant is entitled only to fees and approved expenses accrued through the termination date and to no other compensation, and all unvested
equity awards are forfeited without consideration.
7.0 Non-Disclosure.
The Consultant acknowledges that during the course of its retention, the Consultant will receive information (which may include, but
shall not be limited to, operating business plans and strategies, opportunities, formulas, patterns, compilations, programs, devices,
methods, techniques or processes) that derives independent economic value, actual or potential, from not being generally known to the
public or to other persons who can obtain economic value from its disclosure or use, and that is the subject of efforts that are reasonable
under the circumstances to maintain its secrecy (“Confidential Information”) of the Company and its affiliates and
clients. The Consultant agrees that it will not disclose to anyone any Confidential Information of the Company during the Term of this
Agreement, and for a period of one year after its termination; provided that with respect to any Confidential Information that constitutes
a trade secret, such obligations shall continue for so long as such information remains a trade secret under applicable law. All records,
memoranda, notes, documents and other information compiled in any form and on any medium by the Consultant or made available to the Consultant
during the Term concerning the business of the Company or the business of any of its affiliates or clients or any thereof shall be and
remain the property of the Company, and shall be returned immediately to the Company upon termination of the Consultant’s engagement
or at any time prior thereto upon request. The Consultant shall be allowed to retain all field notebooks and information noted during
the Term of this Agreement, provided that such field notebooks shall remain subject to the confidentiality obligations of this Section 7.0
and the Consultant shall not use such notebooks for any purpose other than personal reference and shall not disclose the contents thereof
to any third party. Notwithstanding the foregoing, nothing in this Agreement prohibits the Consultant or Mr. Laskowski from disclosing
or discussing the underlying facts of any alleged discriminatory or unfair employment practice, reporting possible violations of law
to any governmental agency, or making any other disclosure protected under applicable whistleblower or trade secret law. Confidential
Information shall not be deemed to include any information that:
(A) is
in the public domain at the time of disclosure;
Golden Minerals Company 3
(B) enters
the public domain after the time of disclosure by any means other than breach of this Agreement;
(C) is
disclosed by a third-party having possession thereof and the right to make such disclosure;
(D) is
known by the party to whom it is disclosed prior to disclosure; or
(E) is
independently developed by the party to whom it was disclosed by persons who did not have access to the confidential information in question.
8.0 Non-Competition.
The Consultant and Mr. Laskowski agree that, without the Company’s express written approval, they will not, during the Term
and for a period of twelve (12) months after the expiration or termination of this Agreement, within the jurisdictions in which the Company
conducts or has active plans to conduct exploration activities:
(A) acquire
an interest in, or rights to, any exploration opportunity
(i) conceived
by them while engaged by the Company or
(ii) brought
to their attention by the Company or
(B) otherwise
compete with the Company with respect to such opportunity.
The parties acknowledge that the restrictions
in this Section 8.0 are reasonable and no broader than necessary to protect the Company’s trade secrets and other legitimate
business interests. They further acknowledge that Mr. Laskowski, who will render the services on the Consultant’s behalf, has
and will have access to the Company’s trade secrets and Confidential Information, and that the portion of the compensation under
this Agreement attributable to Mr. Laskowski’s individual services constitutes annualized cash compensation equal to or greater
than the threshold amount for highly compensated workers under Colorado law, both at the time this Agreement is entered into and at the
time the covenants in this Section 8.0 are enforced.
During the Term and for twelve (12) months thereafter,
neither the Consultant nor Mr. Laskowski shall solicit or initiate contact with any employee or individual consultant of the Company
with whom either had material contact during the Term to induce that person to leave the Company; provided that general advertising not
directed at Company personnel and the consideration of unsolicited applications shall not violate this Section.
9.0 Alternative
Dispute Resolution (ADR).
9.01 Negotiation.
In the event of any dispute, controversy or claim between the Consultant and the Company arising out of or relating to this Agreement,
the Consultant and the Company shall enter into good faith negotiations aimed at resolving the dispute. If they are unable to resolve
the dispute promptly in a mutually satisfactory manner or to select a mutually agreeable alternative form of ADR, the matter may be submitted
by either party hereto to arbitration.
Golden Minerals Company 4
9.02 Arbitration.
(A) Any
dispute, controversy or claim between the Company and the Consultant arising out of or relating to this Agreement which has not been resolved
by negotiation or mutually agreed upon ADR pursuant to Section 9.01 shall be settled by binding arbitration. Any disputes
as to whether any dispute, controversy or claim is subject to arbitration also shall be settled by binding arbitration. The arbitrator/arbitration
panel shall determine issues of arbitrability but may not limit, expand or otherwise modify the terms of this Agreement.
(B) Any
arbitration shall be conducted in Denver, Colorado by an arbitrator operating under the rules of the American Arbitration Association
for expedited commercial arbitration except as otherwise provided herein. The arbitration shall be conducted by an individual mutually
selected by the parties hereto or, in the event the parties hereto shall fail to agree, a three-person arbitration panel consisting of
one arbitrator selected by each disputing party (or group of parties with common interests) and one arbitrator selected by the first two
arbitrators. The prevailing party in any arbitration shall be entitled to recover its reasonable attorneys’ fees and costs from
the non-prevailing party. All arbitration proceedings, including any awards, shall be kept strictly confidential by the parties.
10.0 Miscellaneous.
10.01 This
Agreement constitutes a complete understanding between the parties hereto, including the parties’ officers, directors and employees,
with respect to the retention of the Consultant, hereunder, and no statement, representation, warranty or covenant has been made by either
party hereto with respect thereto except as expressly set forth herein. This Agreement shall not be altered, modified, amended or terminated
except by a written instrument signed by each of the parties hereto.
10.02 Nothing
contained in this Agreement shall be deemed or construed to create a partnership, joint venture, employment, or employment franchise relationship
between the parties hereto. The fulfillment of obligations by the Consultant under this Agreement shall be as an independent consultant,
but Mr. Laskowski shall act as an officer of the Company as described in Appendix I. Neither party hereto may bind the
other as a result of any actions taken in connection with the performance of this Agreement. Notwithstanding Mr. Laskowski’s
service as an officer of the Company as described in Appendix I, the Consultant shall at all times remain an independent contractor
and not an employee of the Company. The Company shall have no obligation to withhold taxes, provide employee benefits, or make employment-related
contributions on behalf of the Consultant, and the Consultant shall be solely responsible for all such obligations, including its own
federal, state, and local income and self-employment taxes and workers’ compensation coverage for its personnel. The Consultant
shall determine the manner, means, methods, and schedule by which the services are performed, shall perform the services at its own facilities
and using its own equipment and tools except where the nature of the services reasonably requires otherwise, and shall be free to provide
similar services to other clients, subject to its obligations under Sections 7.0 and 8.0. The parties hereto acknowledge
that Mr. Laskowski’s service as an officer of the Company does not alter the Consultant’s status as an independent contractor
for purposes of this Agreement.
10.03 If
any covenant or other provision of this Agreement is invalid, unlawful, or incapable of being enforced by reason of any rule of law
or public policy, it shall be enforceable to the maximum extent permitted by law, and all other conditions and provisions of this Agreement
which can be given effect without the invalid, unlawful or unenforceable provision shall be given effect. If any restrictive covenant
in this Agreement is held unenforceable because of its duration, geographic scope, or activity restricted, the parties intend that a court
or arbitrator reform it to the extent necessary to make it enforceable and enforce it as reformed.
Golden Minerals Company 5
10.04 The
obligations and rights of the Consultant shall inure to the benefit of and shall be binding upon it and its successors and assigns, and
the obligations and rights of the Company shall inure to the benefit of and shall be binding upon it and its successors and assigns; provided,
however, that the Consultant shall not have the right to assign any of the obligations under this Agreement.
10.05 This
Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado without regard to any otherwise
applicable conflict of law principles. Any notice required or permitted hereunder shall be sent by personal delivery, prepaid courier
service or registered or certified mail, in each case addressed, if to the Company, to its then principal office, Attn: President, if
to the Consultant, at its address appearing above or at such other address as may subsequently be designated for such purpose. All notices
shall be effective only upon actual receipt by the addressee thereof or tender and rejection of delivery. The Consultant further represents
and warrants that (a) it has the legal capacity and authority to enter into and perform this Agreement; (b) the execution and
performance of this Agreement does not and will not conflict with any other agreement to which Consultant is a party; (c) it possesses
all licenses, certifications, and qualifications necessary to perform the services contemplated herein, including without limitation those
required to serve as a QP; and (d) it shall perform all services in compliance with all applicable laws, rules, and regulations.
10.06 This
Agreement may be signed in two (2) or more counterparts, each of which shall constitute an original but all of which together shall
form only a single instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than one such
counterpart.
10.07 The
Consultant expressly represents and warrants that it is not subject to and will not bring any material that is subject to any non-competition,
non-disclosure, discoveries and works or other agreements that would prevent or restrict it from rendering services to the Company pursuant
to this Agreement. The Consultant further represents and warrants that its engagement and use of any materials it brings will not violate
the rights of any third party.
10.08 The
Consultant acknowledges and agrees that the Company may advise any future prospective or actual employer of the Consultant or its officers
or employees that this Agreement includes non-competition, non-disclosure and works and discoveries provisions that affect the Consultant,
its officers and employees and may discuss with any such employer the scope and nature of such provisions.
10.09 The
Consultant shall perform all services in compliance with all applicable laws, rules, and regulations, including the U.S. Foreign Corrupt
Practices Act and applicable anti-bribery, anti-corruption, economic sanctions, and anti-money laundering laws. Neither the Consultant
nor Mr. Laskowski shall, directly or indirectly, offer, promise, or authorize the payment or transfer of anything of value to any
government official or other person to obtain or retain business or secure any improper advantage for the Company, and the Consultant
shall promptly notify the Company of any request for any such payment.
10.10 All
work product, inventions, discoveries, reports, data, analyses, maps, models, and other materials created, developed, or prepared by the
Consultant in connection with the services performed under this Agreement (collectively, “Work Product”) shall be the
sole and exclusive property of the Company. The Consultant hereby assigns to the Company all right, title, and interest in and to all
Work Product, including all intellectual property rights therein. The Consultant shall execute any documents and take any actions reasonably
requested by the Company to evidence or perfect such assignment.
Golden Minerals Company 6
10.11 The
Consultant’s obligations under the indemnification, confidentiality, non-competition, non-solicitation, dispute resolution, intellectual
property, and representations and warranties provisions of this Agreement, together with any payment obligations accrued prior to termination,
shall survive the expiration or earlier termination of this Agreement.
[Signature page follows]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.
Yellowstone
Geological Services LLC
Golden
Minerals Company
By:
/s/
Keith A. Laskowski
By:
/s/
David Watkins
Name:
Keith
A. Laskowski
Name:
David
Watkins
Its:
President
Its:
President/CEO
Date:
9/30/2026
Date:
Sept
30, 2026
Address:
Address:
[REDACTED]
1312
17th Street, Unit #2136
Denver,
CO 80202
Keith
A. Laskowski, individually
By:
/s/
Keith A. Laskowski
Name:
Keith
A. Laskowski
Date:
9/30/2026
Address:
[REDACTED]
[Signature Page to
Consulting Agreement]
APPENDIX I
Duties and Responsibilities
The Company wishes to retain the services of Mr. Laskowski
to serve as Executive Vice President of Exploration, an officer of the Company, and to serve as the Qualified Professional (“QP”)
for the Company.
The Consultant shall commit to spend the time
necessary to be responsible for all aspects of the exploration activities, including identifying and developing specific programs for
approval by the board of directors of the Company (the “Board”).
The Consultant shall:
· interpret and report exploration results to the Board and shareholders as needed;
· report to the CEO and the Board as requested, through an agreed regular reporting schedule;
· prepare and manage exploration budgets;
· manage and direct all aspects of the Company’s exploration activities, including
o identifying and developing specific programs for approval by the Board;
o permitting, regulatory and environmental requirements to explore the Company’s current and future
projects; and
o staffing and contractors;
· identify and recommend potential generative exploration concepts, programs, and projects;
· manage joint venture (JV) responsibilities and deadlines, all other contractual arrangements, sourcing
and engaging of appropriate contractors, and directing and managing of drill programs; and
· provide information and guidance as requested by the Board.
APPENDIX II
Compensation
The Company agrees to pay the Consultant, and
the Consultant agrees to accept US $20,000 per month as remuneration for services hereunder as specified in Appendix I. A
portion of that fee sufficient to make Mr. Laskowski’s annualized cash compensation equal or exceed the Colorado threshold
amount for highly compensated workers, both at signing and when the Section 8.0 covenants are enforced, is attributable to
his individual services under this Agreement.
· Mr. Laskowski shall receive a stock award of 600,000 restricted stock units (“RSUs”)
of the Company, granted under and subject to the terms of the Golden Minerals Company Amended and Restated 2023 Equity Incentive Plan,
as amended from time to time (the “Plan”), and a related award agreement, which shall vest over a three-year period,
with 200,000 RSUs vesting annually on the anniversary of the commencement of this Agreement, in each case only if this Agreement remains
in effect on the applicable vesting date. RSU vesting rights can be extended subject to regulations.
· Mr. Laskowski shall be eligible to receive an incentive bonus stock award of 400,000 shares of the
Company’s stock, to be granted under and subject to the terms of the Plan if and when the Company’s stock price exceeds US$2.00,
as measured by a 30-day volume-weighted average price (VWAP), at any time prior to the end of the Term, provided that this Agreement remains
in effect on the date the price objective is achieved. The Company’s obligation to make this grant is subject to the availability
of shares under the Company’s certificate of incorporation and the Plan and receipt of any required approvals, and no shares shall
be issued unless and until the price objective is achieved.
The Consultant’s Employer Identification
Number is [REDACTED].
NOTICE OF AGREEMENT CONTAINING RESTRICTIVE COVENANTS
Golden
Minerals Company (the “Company”) provides you this Notice of Agreement Containing Restrictive Covenants (“Notice”)
on [DATE].
As a condition of your engagement with the Company,
you will be required to sign the Company’s Consulting Agreement (the “Agreement”), a copy of which is provided
with this Notice. This Notice and the terms of the restrictive covenants are being provided to you, together with a copy of the Agreement,
before you accept the Company’s offer of engagement.
The Agreement contains provisions that could
restrict your options for subsequent employment following your engagement with the Company. Please carefully review Section 8.0 of
the Agreement for more information.
By signing below, you acknowledge that you have
received this Notice and the Agreement referenced above.
Keith
A. Laskowski (individually):
Signature:
/s/
Keith A. Laskowski
Name:
Keith A. Laskowski
Date:
9/30/2026
CONSULTANT
(entity):
Yellowstone
Geological Services LLC
By:
/s/
Keith A. Laskowski
Name:
Keith A. Laskowski
Its:
President
Date:
9/30/2026
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2626860d1_ex99-1.htm · Sequence: 3
Exhibit 99.1
Golden Minerals Company Announces New Management
Appointments and Resignation of Mr. Pablo Castanos
DENVER, CO - /BUSINESS NEWS WIRE/ - October
1, 2026 – Golden Minerals Company (“Golden Minerals,” “Golden” or the “Company”) (OTCQB:
AUMN and TSX: AUMN) is pleased to announce that effective today, Mr. Keith Laskowski has been appointed to the position of Executive Vice
President of Exploration and Ms. Barbara Henderson has been appointed to the position of Corporate Secretary. Both Mr. Laskowski and Ms.
Henderson have been hired on a consulting basis.
Keith Laskowski is an Economic and Mining Geologist
with over 45 years of experience in exploration, mining, and financial analysis and is the owner of Yellowstone Geological Services LLC.
Since 2012, he has focused on the economic evaluation of investment and financing opportunities for Sandstorm Gold Royalties (now part
of Royal Gold) and International Finance Corporation (part of the World Bank). Prior to that, he held senior executive positions in a
number of junior mining companies, including Gallant Minerals Ltd, Estrella Gold Corp, Northern Canadian Uranium Corp. and Solomon Gold
Corp. He directed exploration for Eurasian Minerals in Haiti and started his career with 17 years at Newmont Mining Corp. Keith holds
a MSc in Geology from the Colorado School of Mines (1987) and has been a registered Qualified Person with the Mining and Metallurgical
Society of America since 2006.
Barbara Henderson is a mining governance and communications
leader with 35 years’ public company experience establishing industry-leading corporate governance frameworks, delivering comprehensive
and resonant corporate communications, and contributing to strategic planning for mineral exploration, development and operating companies.
Barbara holds a B.Sc. in Earth Sciences from the University of Waterloo, an M.Sc. degree in Economic Geology from the University of Alberta,
is a long-standing member of the Canadian Investor Relations Institute and is a registered Professional Geologist.
As announced by the Company on September 4, 2026,
Mr. David Watkins, a director of the Company, has today assumed the role of President and CEO following the resignation of Mr. Pablo Castanos
from his positions of President and CEO and Director of the Company, effective September 30, 2026.
Mr. Jeffrey Clevenger, Chairman of the Board of
Golden Minerals, stated, “The board of directors sincerely thanks Mr. Castanos for his service and for his substantial improvements
to the Company’s financial position, and wishes him success in his future endeavors. We welcome Mr. Watkins, Mr. Laskowski and Ms.
Henderson to their respective roles. Mr. Watkins’ history at Golden and previous senior executive positions across the spectrum
of exploration and mining companies will provide hands-on experience in his role as CEO. Mr. Laskowski’s wealth of exploration expertise
and world-wide field experience will be invaluable in guiding Golden’s project strategy and advancement, and along with Ms. Henderson’s
governance, regulatory and communications experience, will help Golden position itself for future growth and success.”
1312 17th
STREET, UNIT 2136, DENVER, COLORADO 80202 - Main (303) 839-5060
www.GoldenMinerals.com
About Golden Minerals
Golden Minerals is a precious metals exploration
company holding a 67% majority control in the Desierto 1 & 2 concessions and a 51% joint venture interest in the Sarita Este concession,
each adjacent to the gold-silver-copper Taca Taca project owned by First Quantum Minerals located in northwest Salta Province, Argentina.
Golden Minerals also holds a 60% interest in Sand Canyon, an exploration-stage gold-silver project in northwestern Nevada.
Forward Looking Statements
This press release contains forward-looking statements
within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and forward-looking
information with the meaning of applicable Canadian securities legislation (collectively, “forward-looking statements”), including
statements regarding the expected contributions of the management appointees announced herein. Readers are cautioned that these forward-looking
statements are subject to risks and uncertainties, including the risk that management’s contributions to the Company’s outcomes
may not occur as, or to the degree, expected. 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 U.S. Securities and Exchange Commission 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.
Follow us at www.linkedin.com/company/golden-minerals-company/
and https://twitter.com/Golden_Minerals.
For additional information, please visit http://www.goldenminerals.com/
or contact:
Golden Minerals Company (303) 839-5060
1312 17th
STREET, UNIT 2136, DENVER, COLORADO 80202 - Main (303) 839-5060
www.GoldenMinerals.com
GRAPHIC
GRAPHIC
Filename: tm2626860d1_ex99-1img001.jpg · Sequence: 7
Binary file (12039 bytes)
Download tm2626860d1_ex99-1img001.jpg
XML — IDEA: XBRL DOCUMENT
XML
Filename: R1.htm · Sequence: 9
v3.26.3
Cover
Oct. 01, 2026
Cover [Abstract]
Document Type
8-K
Amendment Flag
false
Document Period End Date
Oct. 01, 2026
Entity File Number
1-13627
Entity Registrant Name
GOLDEN MINERALS COMPANY
Entity Central Index Key
0001011509
Entity Tax Identification Number
26-4413382
Entity Incorporation, State or Country Code
DE
Entity Address, Address Line One
1312
17th Street
Entity Address, Address Line Two
Unit
2136
Entity Address, City or Town
Denver
Entity Address, State or Province
CO
Entity Address, Postal Zip Code
80202
City Area Code
303
Local Phone Number
839-5060
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Entity Emerging Growth Company
false
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Cover page.
+ References
No definition available.
+ Details
Name:
dei_CoverAbstract
Namespace Prefix:
dei_
Data Type:
xbrli:stringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 2 such as Street or Suite number
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine2
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration