Filing Details

CUSIP No. 381119106 Page 2 of 14  

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1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Sentient Global Resources Fund III, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) x  (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7.	SOLE VOTING POWER1,706,435
		8.	SHARED VOTING POWER0
		9.	SOLE DISPOSITIVE POWER1,706,435
		10.	SHARED DISPOSITIVE POWER0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,706,435
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.15%
14.	TYPE OF REPORTING PERSON PN

CUSIP No. 381119106 Page 3 of 14  

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1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   SGRF III Parallel I, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) x  (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7.	SOLE VOTING POWER357,044
		8.	SHARED VOTING POWER0
		9.	SOLE DISPOSITIVE POWER357,044
		10.	SHARED DISPOSITIVE POWER0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 357,044
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.24%
14.	TYPE OF REPORTING PERSON PN

CUSIP No. 381119106 Page 4 of 14  

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1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Sentient Executive GP III, Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) x  (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7.	SOLE VOTING POWER2,063,479
		8.	SHARED VOTING POWER0
		9.	SOLE DISPOSITIVE POWER2,063,479
		10.	SHARED DISPOSITIVE POWER0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,063,479
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.39%
14.	TYPE OF REPORTING PERSON CO

CUSIP No. 381119106 Page 5 of 14  

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1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Sentient GP III, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) x  (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7.	SOLE VOTING POWER2,063,479
		8.	SHARED VOTING POWER0
		9.	SOLE DISPOSITIVE POWER2,063,479
		10.	SHARED DISPOSITIVE POWER0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,063,479
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.39%
14.	TYPE OF REPORTING PERSON CO

CUSIP No. 381119106 Page 6 of 14  

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1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Sentient GP IV, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) x  (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7.	SOLE VOTING POWER37,650,684
		8.	SHARED VOTING POWER0
		9.	SOLE DISPOSITIVE POWER37,650,684
		10.	SHARED DISPOSITIVE POWER0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,650,684
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.32%
14.	TYPE OF REPORTING PERSON CO

CUSIP No. 381119106 Page 7 of 14  

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1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Sentient Global Resources Fund IV, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) x  (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7.	SOLE VOTING POWER37,650,684
		8.	SHARED VOTING POWER0
		9.	SOLE DISPOSITIVE POWER37,650,684
		10.	SHARED DISPOSITIVE POWER0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,650,684
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.32%
14.	TYPE OF REPORTING PERSON PN

CUSIP No. 381119106 Page 8 of 14  

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1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Sentient Executive GP IV, Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) x  (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7.	SOLE VOTING POWER37,650,684
		8.	SHARED VOTING POWER0
		9.	SOLE DISPOSITIVE POWER37,650,684
		10.	SHARED DISPOSITIVE POWER0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,650,684
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.32%
14.	TYPE OF REPORTING PERSON CO

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CUSIP No. 381119106 Page 9 of 14  

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Item 1.  Security and Issuer 

 

This filing relates to the Common Stock (the “Common Stock”) of Golden Minerals Company (“Golden Minerals” or the “Issuer”), a Delaware corporation. The address of Golden Minerals’ principal office is 350 Indiana Street, Suite 800, Golden, Colorado 80401. 

 

Item 2.  Identity and Background is amended to read as follows: 

 

(a) – (c) This Schedule is being filed jointly by: (i) Sentient Global Resources Fund III, L.P. (“Fund III”), (ii) SGRF III Parallel I, L.P. (“Parallel I”), (iii) Sentient Executive GP III, Limited (“Sentient Executive III”), (iv) Sentient GP III, L.P. (“GP III); (v) Sentient Global Resources Fund IV, L.P. (“Fund IV”); (vi) Sentient GP IV, L.P. (“GP IV”); and (vii) Sentient Executive GP IV, Limited (“Sentient Executive IV”) (the foregoing are collectively referred to herein as the “Reporting Persons” or “Sentient”). Sentient Executive IV is the general partner of the general partner of Fund IV and makes the investment decisions for those entities.  

Fund III and Parallel I are both Cayman Islands limited partnerships. The sole general partner of each is Sentient GP III, L.P. which is a Cayman Islands limited partnership (“GP III”). The sole general partner of GP III is Sentient Executive III which is a Cayman Islands exempted company. Fund IV is a Cayman Islands limited partnership. The sole general partner is Sentient GP IV, L.P. which is a Cayman Islands limited partnership (“GP IV”). The sole general partner of GP IV is Sentient Executive IV which is a Cayman Islands exempted company. The principal business of Fund III, Parallel I, and Fund IV is making investments in public and private companies engaged in mining and other natural resources activities.  The principal business of GP III is performing the functions of and serving as the sole general partner of Fund III, Parallel I and other similar funds and the principal business of Sentient Executive III is performing the functions of and serving as the sole general partner of GP III. Investment decisions related to investments of Fund III and Parallel I are made by Sentient Executive with the approval of Fund III and Parallel I, as appropriate. The principal business of GP IV is performing the functions of and serving as the sole general partner of Fund IV, and other similar funds and the principal business of Sentient Executive IV is performing the functions of and serving as the sole general partner of GP IV. Investment decisions related to investments of Fund IV are made by Sentient Executive IV with the approval of Fund IV. 

The principal offices of each of the Reporting Persons is: Landmark Square, 1st Floor, 64 Earth Close, West Bay Beach South, P.O. Box 10795, George Town, Grand Cayman KY1-1007, Cayman Islands.

(d)During the past 5 years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the Schedule A Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). 

 

(e)During the past 5 years, none of the Reporting Persons, and to the best knowledge of the Reporting persons, none of the Schedule A Persons a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws, or a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 

 

(f)The citizenship of the Schedule A Persons who are natural persons is set forth on Schedule A and incorporated herein by this reference. 

 

Item 3.Source and Amount of Funds or Other Consideration 

 

The funds used by Fund IV to make the investments in Golden Minerals described below are funds held by it for investment.  

 

Item 4. Purpose of Transaction is amended to read as follows: 

 

 

(a) The acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer.

CUSIP No. 381119106 Page 10 of 14  

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Convertible Note

 

On October 27, 2015, the Issuer, entered into a Loan Agreement (the “Loan Agreement”) with Fund IV (“Fund IV ”). At that time the Reporting Persons owned, in the aggregate, approximately 27% of the Issuer’s outstanding Common Stock (excluding restricted Common Stock held by the Issuer’s employees and excluding shares reserved for issuance pursuant to the exercise of warrants and conversion of the Note described herein).

 

Pursuant to the terms of the Loan Agreement, on October 27, 2015, the Issuer borrowed from Fund IV $5.0 million, the entire amount available under the Loan Agreement, and the Issuer delivered a Senior Secured Convertible Note (the “Note”) in favor of Fund IV, with principal and accrued interest thereunder due on October 27, 2016.  Pursuant to the Loan Agreement and as required by NYSE MKT rules, the conversion features of the Note would only be effective if approved by the Issuer’s shareholders which approval occurred on January 19, 2016.  As a result, at the option of Fund IV, all or any of the outstanding principal balance together with accrued and unpaid interest evidenced by the Note became convertible into shares of the Issuer’s Common Stock at a conversion price equal to the lowest of (i) $0.29 (90 percent of the 15-day volume weighted average price (“VWAP”) for the period immediately preceding the loan funding date), (ii) 90 percent of the 15-day VWAP for the period immediately preceding any election to convert, or (iii) an anti-dilution adjusted price based on the lowest price for which the Issuer has sold its stock following the borrowing date (subject to certain exceptions set forth in the Note). 

 

On February 11, 2016, Sentient converted a portion of the Note ($3,874,416 in principal and $132,772 in accrued interest) (the “Partial Note Conversion”) leaving an unpaid principal balance of $1,125,584. The partial conversion of principal and interest was at a conversion price of $0.1715773, which was 90% of the 15 day VWAP for the period immediately preceding the conversion date.  The Partial Note Conversion resulted in the acquisition by Fund IV of an additional 23,355,000 shares of Common Stock and an additional 102,182 September 2012 Warrants, pursuant to the anti-dilution adjustment feature of the September 2012 Warrants triggered by the Partial Note Conversion.  

 

On June 10, 2016, Sentient converted the final portion of the Note ($1,125,583.61 in principal and $34,064.20 in accrued interest) (the “Final Note Conversion”) leaving an unpaid principal balance of $0.  The final conversion of principal and interest was at a conversion price of $0.289063541, which was 90% of the 15 day VWAP for the period immediately preceding the loan funding date.  The Final Note Conversion resulted in the acquisition by Fund IV of an additional 4,011,740 shares of Common Stock and an additional 1,589 September 2012 Warrants, pursuant to the anti-dilution adjustment feature of the September 2012 Warrants triggered by the Final Note Conversion.

 

As of the date of this Schedule, all Warrants issued to Sentient have expired without exercise.

 

Effective October 27, 2020, Fund III sold an aggregate of 1,612,772 shares of common stock at a price of $0.455 per share.   The shares were sold in a market transaction. 

 

Effective October 29, 2020, Fund III sold an aggregate of 31,700 shares of common stock at price of $0.440 per share.  The shares were sold in a market transaction. 

 

Effective October 30, 2020, Fund III sold and aggregate of 231,839 shares of common stock a price of $0.420 per shares.   The shares were sold in a market transction. 

CUSIP No. 381119106 Page 11 of 14  

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Summary of Ownership

 

The following table shows the number of shares of the Issuer’s Common Stock after giving effect to the Final Note Conversion as well as the purchase price paid by Fund IV and the percentage ownership of Fund III, Parallel I, and Fund IV.

 

	Number of Shares owned as of October 29, 2020	Total ownership as a % of fully diluted shares as of October 29, 2020
Fund III	1,706,435	1.15%
Parallel I	357,044	0.24%
Fund IV	37,650,684	25.32%
Total	39,714,163	26.71%*

 

*Total percentages don’t tie due to rounding. 

 

The percentage of outstanding shares is based upon the Issuer having a total of 148,712,652 shares of Common Stock issued and outstanding after giving effect to the Final Note Conversion.

 

The Reporting Persons reserve the right to acquire beneficial ownership or control over additional securities of the Issuer. 

 

 

(b) Any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries.

 

None. The Reporting Persons reserve the right to explore future opportunities.

 

 

(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries.  

 

None.

 

(d) Any change in the present board or directors or management of the Issuer, including plans or proposals to change the number of term of directors or to fill any existing vacancies on the board.

 

None.

 

(e) Any material change in the present capitalization or dividend policy of the Issuer.

 

None.

 

(f) Any other material change in the Issuer’s business or corporate structure. None, except as set forth herein.

 

None.

 

(g) Changes to the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person.

 

None.

CUSIP No. 381119106 Page 12 of 14  

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(h) Causing a class of securities of the Issuer to be delisted form a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association.

 

None.

 

(i) Causing a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act.

 

None.

 

(j) Any action similar to any of those enumerated above.

 

None.

 

 

 

Item 5. Interest in Securities of the Issuer is amended to read as follows: 

 

Fund III owns 1,938,274 shares of the Issuer’s Common Stock.  

 

Parallel I owns 357,044 shares of the Issuer’s Common Stock.

 

Fund IV owns 37,650,684 shares of the Issuer’s Common Stock  

 

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer 

 

None.

 

Item 7. Material to be Filed as Exhibits 

 

Filing Agreement dated November 2, 2020 by and among Sentient Global Resources Fund III, L.P., SGRF III Parallel I, L.P.; Sentient Executive GP III, Limited; Sentient GP III, L.P.; Sentient Global Resources Fund IV, L.P., Sentient GP IV, L.P., its General Partner and Sentient Executive GP IV, Limited, General Partner filed herewith.

 

Registration Rights Agreement between Golden Minerals Company and Sentient Global Resources Fund IV, L.P. dated as of June 10, 2016 as filed as Exhibit 10.1 on the Company’s Current Report on Form 8-K filed with the Commission on June 14, 2016 and incorporated herein by reference.

CUSIP No. 381119106 Page 13 of 14  

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Signatures

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Sentient Global Resources Fund III, L.P.     By: Sentient GP III, L.P., General Partner            By: Sentient Executive GP III, Limited,                                     General Partner       By:  /s/ Michau de Leeuw Michau de Leeuw, Director  Date: November 5, 2020	SGRF III Parallel I, L.P.     By: Sentient GP III, L.P., General Partner            By: Sentient Executive GP III, Limited,                                     General Partner     By: /s/ Michau de Leeuw Michau de Leeuw, Director  Date: November 5, 2020
Sentient GP III, L.P.     By:  /s/ Michau de Leeuw Michau de Leeuw, Director  Date: November 5, 2020     Sentient Executive GP III, Limited     By:  /s/ Michau de Leeuw Michau de Leeuw, Director  Date: November 5, 2020	Sentient Global Resources Fund IV, L.P.     By: Sentient GP IV, L.P., General Partner            By: Sentient Executive GP IV, Limited,                                     General Partner   By: /s/ Michau de Leeuw Michau de Leeuw, Director  Date: November 5, 2020
Sentient GP IV, L.P     By:  /s/ Michau de Leeuw Michau de Leeuw, Director  Date: November 5, 2020   Sentient Executive GP IV, Limited     By: /s/ Michau de Leeuw Michau de Leeuw, Director  Date: November 5, 2020

CUSIP No. 381119106 Page 14 of 14  

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SCHEDULE A

The (i) name, (ii) title, (iii) citizenship, (iv) principal occupation and (v) business address of each director of Sentient Executive GP III, Limited and Sentient Executive GP IV, Limited are as follows. Neither Sentient Executive GP III, Limited nor Sentient Executive GP IV, Limited has any executive officers.

 

Name		Title		Citizenship		Principal Occupation		Business Address
Michau de Leeuw		Director		Australia		Investment Manager		Landmark Square 1st Floor, 64 Earth Close West Bay Beach South P.O. Box 10795 George Town, Grand Cayman KY1-1007 Cayman Islands
								1st Floor, 64 Earth Close
Greg Link		Director		New Zealand		Director		Landmark Square 1st Floor, 64 Earth Close West Bay Beach South P.O. Box 10795 George Town, Grand Cayman KY1-1007 Cayman Islands
Peter Weidmann		Director		Germany		Investor Relations Manager		Schellingstrasse 76 80799 Munich Germany
Andrew Pullar		Director		Australian U.K.		Investment Manager		Level 18 Suite 1A 1 Bligh Street Sydney NSW 2000 Australia
Pieter Britz		Director		Australian		Investment Manager		Level 18 Suite 1A 1 Bligh Street Sydney NSW 2000 Australia