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Golden Minerals Company completes US$5 million convertible loan

Fasken
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Golden Minerals Company

On October 27, 2015, Golden Minerals Company (“Golden Minerals” or the “Company”) received US$5.0 million when it closed a secured convertible loan from The Sentient Group. Following approval by the Company’s stockholders as required by NYSE MKT rules, the Sentient loan principal and accrued interest will be convertible in whole or in part into shares of the Company’s common stock at a price equal to the lowest of: 1) 90 percent of the 15-day volume weighted average price of the Company’s common stock (“VWAP”) for the period immediately preceding the loan closing date, or $0.29 , 2) 90 percent of the 15-day VWAP for the period immediately preceding the loan conversion date, or 3) an anti-dilution adjusted price based on the lowest price for which the Company has sold its stock following the loan closing date (subject to certain exceptions). The Loan Agreement is guaranteed by certain subsidiaries and secured by the stock of the Company’s principal subsidiaries. The Company’s transaction with Sentient is a “related party transaction” pursuant to Canada's Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Sentient loan transaction is exempt from the formal valuation and minority stockholder approval requirements of MI 61-101, as the Company relied on the “financial hardship” exemption. Golden Minerals was advised by a team of Fasken Martineau lawyers that was led by Angela Onesi (Banking) and John Sabetti (Corporate/Securities) and included Alexandre Gagnon and Margarita Altankova (Banking).

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