An anonymous director reports

GOLDEN MINERALS ANNOUNCES OFFERING OF UP TO C$5,000,000

Golden Minerals Company plans to undertake a non-brokered private placement pursuant to which the company intends to issue units of the company at a price of 28 cents per unit to raise gross proceeds of up to $5-million pursuant to the sale of up to 17,857,142 units.

Each unit comprises one share of common stock of the company and one-half of one common stock purchase warrant. Each offered warrant entitles the holder thereof to acquire one share of common stock of the company at a price of 45 cents per warrant share at any time during the period beginning on the closing date (as defined herein) and ending on the date that is 24 months following the closing date, provided that, if, at any time prior to the expiry date of the offered warrants, the volume weighted average trading price of the common stock of the company on the Toronto Stock Exchange or other principal exchange on which the common stock of the company are then primarily traded is greater than 90 cents for 10 consecutive trading days, the company may, within 15 days of the occurrence of such event, deliver a notice to the holders of offered warrants accelerating the expiry date of the offered warrants to the date that is not less than 30 days following the date of such notice. Any unexercised offered warrants shall automatically expire at the end of the accelerated exercise period.

The company has agreed to pay finders' fees to arm's-length parties for services rendered in respect of units sold in the offering to purchasers that are not in the United States or U.S. persons. The finders' fees will consist of a cash fee equal to 6.0 per cent of the gross proceeds from the sale of units sold by the company to third parties sourced by each finder and finders' warrants equal in number to 6.0 per cent of the units sold by the company to third parties sourced by such finder. Each finder's warrant will entitle the holder to acquire one common share at a price of 45 cents per warrant share at any time during the period beginning on the closing date and ending on the date that is 24 months following the closing date.

The company intends to use the net proceeds of the offering to finance its exploration programs, including the drilling program at its Sarita Este/Desierto project in Argentina, and its other forecast expenditures through the end of 2027, including the July, 2027, option payment for Desierto, to reduce the company's liabilities, and for general corporate and working capital purposes. The offering is scheduled to close on or about Nov. 9, 2026, or such other date or dates as the company may determine, and is subject to certain conditions, including, but not limited to, receipt of approval from the TSX.

Units under the offering are being offered pursuant to the accredited investor exemption or pursuant to other available prospectus and other exemptions under applicable Canadian and U.S. securities laws to purchasers resident in the Canadian jurisdictions and, in the United States only to persons who are accredited investors (as defined in Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended), in reliance on Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act, and in compliance with applicable state securities laws. The offered securities issued pursuant to the offering, as well as the finders' warrants will, where applicable, be subject to a hold period resale restriction in Canada for four months after the closing date. Additionally, the offered securities issued pursuant to the offering will be subject to a minimum concurrent six-month hold period under applicable U.S. securities laws.

As the offering would result in the issuance of securities in excess of 25 per cent of the number of currently issued and outstanding shares of the company otherwise permitted by the TSX without shareholder approval, the company is relying on and has applied to the TSX for an exemption from the applicable shareholder approval requirements pursuant to the financial hardship exemption under Section 604(e) of the TSX company manual. Specifically, absent an available exemption, the offering would require shareholder approval under Section 607(g)(i) of the TSX company manual, on the basis that at the maximum size of the offering, the company would issue up to 17,857,142 common shares, together with up to 8,928,571 warrant shares issuable on the exercise of the offered warrants and up to 1,071,428 common shares issuable on the exercise of the finders' warrants, for an aggregate of up to 27,857,141 common shares issued and issuable pursuant to the offering, representing approximately 147.4 per cent of the 18,893,048 common shares currently issued and outstanding on an undiluted basis (or approximately 94.5 per cent based on the 17,857,142 offered shares issued under the units alone), in each case representing greater than 25 per cent of the number of common shares currently issued and outstanding on an undiluted basis, and resulting in an increase in the number of common shares outstanding on a fully diluted basis from 29,465,714 to 57,322,855, or an increase of approximately 94.5 per cent.

The company is currently experiencing serious financial difficulty as the company's available funds will be exhausted by year-end 2026 absent additional financing, due to the company not having any revenue-producing operations and having continuing financing requirements associated with its mineral projects, including the requirement to maintain exploration activities in order to preserve drilling permits at Desierto that would otherwise expire in December, 2026, without continued drilling. The company has recently completed a nearly three-year effort to dispose of its mining and exploration assets and related liabilities in Mexico and Argentina, and to position itself to move forward with Desierto and the company's Sand Canyon property in Nevada, having financed its operations during this period primarily from the proceeds of asset sales in Mexico and Argentina. As such, the company has no present sources of funds and, if it is not able to secure financing pursuant to the offering, is facing the prospect of imminent liquidation in order to seek to preserve any shareholder value.

Additionally, given the company's anticipated liquidity constraints, there is not sufficient time to obtain shareholder approval for the offering. The company requires additional financing before shareholder approval could reasonably be obtained. There is also a material risk that quorum would not be achieved at such a meeting due to the company's quorum requirement (33-1/3rds per cent) and the fact that the company's shares are very widely held by small retail shareholders. The offering represents a viable source of financing at this time and there can be no assurance that such financing, whether on the same or other commercially reasonable terms, would remain available following the delay associated with calling and holding a shareholder meeting.

While considering the offering and its terms, the company's board of directors reviewed alternatives to proceeding with the offering, including the following items:

• The absence of any other alternatives reasonably available to the company to raise capital or reduce its expenditures, having previously disposed of its mining and exploration assets in Mexico and Argentina;
• The immediacy of the company's liquidity needs, including the expected exhaustion of available company funds by year-end 2026;
• The risk that the offering may not remain available on the same or other commercially reasonable terms if the company does not proceed with the offering to seek shareholder approval.

Aggregate insider participation in the offering, including by Streamline Metals Capital Ltd., which currently holds 19.8 per cent of the currently issued and outstanding shares of the company, will be limited to 10 per cent or less of the issued and outstanding shares of the company, in accordance with the policies of the TSX. Accordingly, any insider participation in the offering will not materially affect control of the company and the equity interest of Streamline in the company may be diluted as a result of the completion of the offering.

The company's application to the TSX with respect to the financial hardship exemption under Section 604(e) of the TSX company manual was made upon the recommendation of a committee of board members, free from any interest in the transaction and not participating in the offering, based on its determination that: (i) the company is in serious financial difficulty; (ii) the offering is designed to improve the company's financial situation; and (iii) based on the determination of such committee, that the transaction is reasonable for the company in the circumstances. It is expected that the issuer will be placed under remedial delisting review under Part VII of the TSX company manual.

We seek Safe Harbor.