1
美国
证券交易委员会
华盛顿特区20549
表格
(MARk ONE)
截至该季度结束
或
过渡期从 开始至
委员会档案编号
（根据其凭证所指定的注册申请者确切名称）
(成立州或其他司法管辖区 | (美国国税局雇主 | |
(公司注册或组织) | 识别号码) |
(主要行政办公室地址) | (邮递区号) |
(
(公司的电话号码，包括区号)
根据法案第12(b)条规定注册的证券： | ||
Tile of each class | 交易符号 | 每个注册交易所的名称 |
标示√表示，该申报人（1）是否在过去12个月内（或在申报人被要求提交此类报告的较短期间内）已提交1934年证券交易法第13或15(d)条要求提交的所有报告，并且（2）在过去90天内是否已受到此类申报要求的影响：
请勾选表示，申报人是否在过去12个月（或申报人需要提交此类档案的较短期间）已遵守《S-t条例第405条规定》要求递交的每个互动资料档案。
请勾选标记，以指示公司是大型加速递交申报者，加速递交申报者，非加速递交申报者，较小的报告公司，还是新兴增长型公司。请参阅《交易法》第1202条中对「大型加速递交申报者」，「加速递交申报者」，「较小的报告公司」和「新兴增长型公司」的定义。.
大型迅速归档者☐ | 快速提交申报者☐ |
较小型报告公司 | |
新兴成长型公司 |
如果是新兴成长公司，请勾选指示，如果登记人已选择不遵守根据《交易所法》第13(a)条规定提供的任何新的或修订后的财务会计标准的扩展过渡期。☐
请以勾选方式表示，是否登记申报人为空壳公司（见法案第120亿2条定义）。是
截至2024年11月15日
2
第一部分。基本报表资讯N
项目 1。 | 财务报表（千元 / 单位）（注1）s |
黄金矿业公司
简明综合资产负债表
（以美元表示）
(未经审计)
| 9月30日， |
| 十二月三十一日， | |||
2024 | 2023 | |||||
(以千为单位，除股票数据外) | ||||||
资产 | ||||||
流动资产合计 | ||||||
现金及现金等价物（注释5） | $ | | $ | | ||
短期投资 | — | | ||||
应收账款 | | | ||||
应收增值税，净额（附注7） |
| |
| | ||
预付费用及其他资产（附注6） | | | ||||
待出售的流动资产（注释3） | — | | ||||
流动资产总额 |
| |
| | ||
不动产、厂房及设备，净值（附注8） |
| |
| | ||
投资 | | | ||||
使用权资产 | | | ||||
待售资产（附注3） |
| | | |||
总资产 | $ | | $ | | ||
负债及股权（赤字） | ||||||
流动负债 | ||||||
应付账款及其他应计负债（附注9） | $ | | $ | | ||
其他流动负债（附注11） |
| |
| | ||
待出售的流动负债（附注3） |
| |
| — | ||
流动负债总额 |
| |
| | ||
资产养老及复垦负债（注释 10） |
| |
| | ||
其他长期负债（注释 11） | — |
| | |||
待售负债（附注3） |
| |
| | ||
总负债 |
| |
| | ||
承诺和或可能的事项（见注16） | ||||||
股权（赤字）（附注14） | ||||||
0.01 |
| |
| | ||
资本公积额额外增资 |
| |
| | ||
累积赤字 |
| ( |
| ( | ||
股东权益（赤字） |
| ( |
| | ||
总负债及权益（赤字） | $ | | $ | | ||
随附的注解构成这些中期简明合并基本报表的重要部分。
3
黄金矿业公司
综合综合综合损益表
（以美元表示）
(未经审计)
三个月结束 | Nine Months Ended | |||||||||||
9月30日， | 9月30日， | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
(以千计，除每股数据外) | (以千为单位，除每股数据外) | |||||||||||
营业收入: | ||||||||||||
金属期货的销售（附注15） | $ | — | $ | | $ | — | $ | | ||||
总营业收入 | — | | — | | ||||||||
成本和费用: | ||||||||||||
出售金属的成本（不包括以下显示的折旧）（注15） | — | ( | — | ( | ||||||||
探勘费用 |
| ( | ( | ( | ( | |||||||
行政费用 |
| ( | ( | ( | ( | |||||||
基于股票的薪酬 |
| ( | ( | ( | ( | |||||||
其他营业收入，净额 |
| | | | | |||||||
折旧及摊销 |
| ( | ( | ( | ( | |||||||
总成本和开支 |
| ( |
| ( |
| ( |
| ( | ||||
营运亏损 |
| ( |
| ( |
| ( |
| ( | ||||
其他收益（支出）： | ||||||||||||
利息及其他收入（费用），净 |
| | | | | |||||||
外币交易的转换损益 | | ( | ( | | ||||||||
诉讼和解（附注16） | ( | — | ( | |||||||||
其他收入（支出）总计 | | ( | ( | ( | ||||||||
未计入所得税及终止营运的营运损失 |
| ( |
| ( |
| ( | ( | |||||
所得税（附注13） | — | — | — | — | ||||||||
持续营业亏损 | ( | ( | ( | ( | ||||||||
停止营运之损益，税后（附注3） | | ( | ( | ( | ||||||||
净收益（亏损） | $ | | $ | ( | $ | ( | $ | ( | ||||
每普通股净收益（损失）- 基本 (1) | ||||||||||||
持续营运 | $ | ( | $ | ( | $ | ( | $ | ( | ||||
已停业营运 | | ( | ( | ( | ||||||||
每股普通股的净收益（损失） - 基本 (1) | $ | | $ | ( | $ | ( | $ | ( | ||||
基本加权平均流通在外股份 (2) | | | | | ||||||||
(1)
(2)
附带的注解构成这些临时简缩合并基本报表的不可分割部分。
4
黄金矿业公司
简明财务报表现金流量表
（以美元表示）
(未经审计)
九个月截至九月三十日 | ||||||
| 2024 |
| 2023 | |||
（以千为单位） | ||||||
经营活动现金流量： | ||||||
净亏损 | $ | ( | $ | ( | ||
终止营运损失 | | | ||||
调整为使净亏损转化为经营活动所使用现金： | ||||||
折旧及摊销 | | | ||||
投资证券亏损 | | | ||||
资产出售收益 | ( | ( | ||||
基于股票的薪酬 | | | ||||
营运资产和负债的变化： | ||||||
应收账款 | | | ||||
存货，净额 | — | | ||||
增值税应收账款净额 | | ( | ||||
预付费用及其他资产 | | ( | ||||
使用权资产 | | | ||||
应付帐款及其他应计负债 | ( | | ||||
其他流动负债 | ( | ( | ||||
资产退休和复垦负债 | | | ||||
其他长期负债 | ( | ( | ||||
继续营运中的营运活动产生的净现金流量 | ( | ( | ||||
停业营运活动产生的净现金流量 | ( | ( | ||||
经营活动所用的净现金 | ( | ( | ||||
投资活动之现金流量: | ||||||
资产出售收益 | | | ||||
对黄金狮子的投资 | — | ( | ||||
货币兑换对现金及现金等价物的影响 | ( | — | ||||
持续营运投资活动提供的净现金 | | | ||||
Net cash provided by investing activities - discontinued operations | | | ||||
投资活动产生的净现金流量 | | | ||||
来自筹资活动的现金流量: | ||||||
$ | — | | ||||
普通股股份被放弃以支付税款 | ( | — | ||||
营运持续进行中的融资活动产生的净现金 | ( | | ||||
财务活动产生的净现金流量（负数）- 停止运营的业务 | — | — | ||||
筹资活动提供的净现金流量 | ( | | ||||
现金及现金等价物净减少额 | ( | ( | ||||
期初现金及现金等价物 | | | ||||
现金及现金等价物期末余额 | $ | | $ | | ||
补充披露: | ||||||
支付利息 | $ | | $ | | ||
所得税已支付金额 | $ | — | $ | — | ||
非现金交易的补充披露: | ||||||
Deferred equity offering costs amortized | $ | — | $ | | ||
附注构成这些中期简化综合财务报表的重要部分。
5
黄金矿业公司
综合缩表资产负债表的权益（赤字）变动
（以美元表示）
(未经审计)
追加 | ||||||||||||||
普通股 (1) | 已缴资本 | 累积的 | 总计 | |||||||||||
股份 | 金额 | 资本 | 赤字 | 权益（亏损） | ||||||||||
(以千为单位，除了股份资料) | ||||||||||||||
2022年12月31日的结存 | | $ | | $ | | $ | ( | $ | | |||||
股票酬劳应付（注14） | — | — | | — | | |||||||||
根据市场定价协议发行的股份净额（注14） | | | | — | | |||||||||
净亏损 | — | — | — | ( | ( | |||||||||
2023年3月31日结余 | | $ | | $ | | $ | ( | $ | | |||||
股份报酬应付款（附注14） | — | — | | — | | |||||||||
按市场价格适当发行协议净额（注14） | | | | — | | |||||||||
增发和定向增发交易（附注14） | | | | — | | |||||||||
净亏损 | — | — | — | ( | ( | |||||||||
2023年6月30日结余 | | $ | | $ | | $ | ( | $ | | |||||
股票报酬应计和受限股票奖励发放（附注14） | — | | — | | ||||||||||
认股权证行使（注14） | | | ( | — | — | |||||||||
净亏损 | — | — | — | ( | ( | |||||||||
2023年9月30日的余额 | | $ | | $ | | $ | ( | $ | | |||||
2023年12月31日结余 | | $ | | $ | | $ | ( | $ | | |||||
股票报酬应计（附注14） | ( | — | | — | | |||||||||
行使认股权证（注14） | | | ( | — | — | |||||||||
净亏损 | — | — | — | ( | ( | |||||||||
2024年3月31日结存 | | $ | | $ | | $ | ( | $ | | |||||
股票酬劳应计（附注14） | — | — | | — | | |||||||||
KELTIP和RSU股份发行后扣除用于支付扣缴税款的股份（请参阅第14条） | | | ( | — | ( | |||||||||
净亏损 | — | — | — | ( | ( | |||||||||
2024年6月30日资产负债表 | | $ | | $ | | $ | ( | $ | ( | |||||
股票报酬应计并释出用于已发放的股票奖励股份（注14） | | — | | — | | |||||||||
行使认股权证 (注14) | — | — | — | — | — | |||||||||
净亏损 | — | — | — | | | |||||||||
截至2024年9月30日的余额 | | $ | | $ | | $ | ( | $ | ( | |||||
(1) Reflects the one-for- reverse stock split that became effective June 9, 2023. Refer to Note 1, Basis of Preparation of Financial Statements and Nature of Operations.
The accompanying notes form an integral part of these interim condensed consolidated financial statements.
6
黄金矿业公司
简明合并基本报表附注
（以美元表示）
(未经审计)
1. | 基本报表的编制基础及 N业务性质 |
黄金矿业公司（以下简称「公司」、「我们」、「我们的」或「我们」），一家特拉华州的公司，已根据美国普遍公认会计原则（「GAAP」）及证券交易委员会（「SEC」）的规则和规定准备了这些未经审计的临时简明合并基本报表。临时简明合并基本报表不包括GAAP对年度基本报表要求的所有披露，但根据管理层的意见，已包含公平表述所需的所有调整。某些先前期间的金额可能已重新分类以符合当前分类。临时结果不一定能指示整年度的结果；因此，这些临时简明合并基本报表应与本公司截至2023年12月31日的年度基本报表一起阅读，该报告已于2024年3月19日向SEC提交（「2023年度报告」）。
根据SEC在S-k 1300条规中的标准，公司被认为是一家探索阶段的发行人，因为公司尚未在任何属性上显示矿产储量的存在。因此，根据探索阶段公司所适用的GAAP，所有与公司属性之探索和评估相关的支出均按发生时费用化。因此，公司的基本报表可能无法与拥有已证明和预测矿产储量的矿业公司基本报表进行比较。这些公司通常会将某些开发成本，包括基础设施开发和开采活动资本化，以获取矿石。资本化的成本将根据矿藏的开采以生产单位的形式摊销。摊销的成本通常分配到存货上，并在存货售出时最终计入销售成本。由于公司没有已证明和预测的矿产储量，因此在公司Rodeo属性和Velardeña属性中针对施工活动的所有支出，以及与磨坊设施相关的营运成本，以及无法与矿化物质以外的可识别市场价值的项目，均已按发生时费用化。根据成本的性质，这些成本在期间内计入金属销售成本或项目支出。一些成本在产品出售之前可以体现在存货中。公司不能确定其任何属性中的任何存款是否将来会被确认或转化为符合S-k 1300的「储备」。
Reverse Stock Split
在2023年5月26日，公司董事会批准了公司普通股的反向拆股（「反向拆股」），面值$
因此，所有分享和每股数据（包括与基于股份的补偿和未行使warrants相关的分享和每股信息），在附带的临时简明合并基本报表及相关附注中所呈现的期间的已发行股份数量以及其他普通股等价物均已回溯调整（如适用），以反映反向股票分割。
2. | 流动性、资本资源及将继续经营 |
我们目前没有足够的资源来满足我们在截至2025年9月30日的十二个月内预期的现金需求。截至2024年9月30日，我们的流动资产约为$
7
及其他较小的留下的Velardeña资产（见第19条注）。自Silex Argentina出售所得款项以及约$
公司唯一能在近期产生现金流以满足预期现金需求的机会是从资产出售、股权或其他外部融资。公司正在评估和追求各种替代方案，包括潜在出售公司、完成Velardeña和Yoquivo资产的出售、寻找公司其他资产的买家或合作伙伴，或者获得股权或其他外部融资。在缺乏额外现金流入的情况下，公司预计其现金资源将在2025年第二季度耗尽。如果我们无法获得额外现金资源或出售公司，我们将被迫停止业务并进行清算。
我们将需要进一步的资本来源。为了满足公司截至2025年9月30日预计的一般行政、管理、勘探和其他支出，我们将需要约$
公司还在继续评估其他战略交易。
这些暂时简明的合并财务报表已基于持续经营的基础编制，按此基础，实体被认为能够实现其资产并满足其负债的业务正常进行。然而，正如上文所述，我们持续的业务将取决于我们确保足够资金支持未来业务的能力。在我们的暂时简明合并财务报表中，显示的矿产资产金额取决于我们出售公司的特定资产并接收未来股权或其他融资以继续资助一般行政和勘探活动，这些活动将推动盈利的矿业和加工活动，或从矿产勘探项目处获得收益。
公司在此季度报告Form 10-Q提交日期之后的十二个月内保持正现金余额的能力取决于从资产出售、降低支出、从墨西哥政府收取增值税应收账款，从剩余Velardeña Properties和Yoquivo的买方收回应收款项，以及通过股权或其他外部筹资或其他来源筹集足够资金。这些重大不确定性严重怀疑公司能够持续作为持续经营。因此，公司无法断定实质怀疑不存在于公司有能力在Form 10-Q提交日期后的十二个月内持续作为持续经营。这些财务报表不包括任何关于资产或负债的回收和分类的调整，如果公司无法持续作任持续经营，这些调整可能是必要的。
3. | 资产供出售及停用业务 |
我们将长期资产或由资产和负债组成的处置群体归类为持有供出售的时期满足以下六个标准的时期，（i）具有批准行动权力的管理层承诺计划出售该资产；（ii）该资产以其现状立即出售，仅受一般和习惯条件的限制；（iii）已经启动寻找买家和完成出售计划所需的其他行动的积极计划；（iv）资产的出售可能性大，预计在一年内完成；（v）该资产正在以与当前公允价值相关的合理价格积极营销出售；和（vi）完成出售计划所需的行动表明不太可能对计划进行重大变更，也不太可能将该计划撤回，根据《会计标准条文》（“ASC”）360, 产业、厂房及设备。分类为持有出售的业务按其帐面价值或估计的公平价值减去出售成本的较低者记录。如果业务的帐面价值超过其估计的公平价值减去出售成本，则将承认损失。与分类为持有出售的业务相关的资产和负债在将业务归类为持有出售的当期和前期资产负债表中予以划分，导致一定前期数额的呈现发生变化。公司停止对分类为持有出售的长期资产（或处置群体）进行折旧和摊销，并将其衡量为帐面价值或估计的公平价值减去出售成本的较低者。
如果处置代表对公司业务和财务业务具有（或将具有）重大影响的战略转变，当业务被归类为持有供出售时，根据ASC 360和ASC 205-20，公司将业务的营运结果报告为停用营运。 基本报表呈现－
8
终止业务. 根据ASC 360，资产可以被分类为持有以供出售，即使未满足终止营运的分类标准。终止营运的结果会在 来自已停止营运项目的净损失，税后 附带的临时简明合并营业报表中报告，涵盖当前及以往期间，包括在关闭或调整摊销金额至公允价值减去卖出成本时确认的任何利得或损失。所有其他这些临时简明合并基本报表的附注均呈报持续营运的结果，并排除所提供的所有期间中与终止营运相关的金额。
Velardeña 物业
在2023年12月，公司在Velardeña资产恢复了运营。到2024年2月，初步评估显示矿山和加工厂的表现未能达到预期结果。在2024年2月29日，公司宣布选择停止在Velardeña资产的运营并将其持有以便出售。在该日期之后，公司关闭了Velardeña资产并已持有其出售。
公司之前宣布已与一家私有的墨西哥公司（“买方”）签署某些资产购买和出售协议，以出售Velardeña和芝加哥矿，无论是氧化物还是硫化物加工厂及相关设备。根据出售协议的条款，公司同意以总购买价为$数百万现金，加上增值税，出售某些矿业特许权、设备、土地及其他资产。
目前有
Velardeña厂2
与Velardeña资产销售相关的第四份协议涵盖氧化物厂及水井（“厂2”），买方同意于2024年7月1日完成总计$
Minera Labri
在2024年8月28日，公司将其全资拥有的墨西哥子公司Minera Labri S.A. de C.V.（「Minera Labri」）以约$卖给了一家私人墨西哥公司。
Silex 阿根廷
在2024年8月30日，公司与Butte Energy Inc.（「Butte」）签订了一份有约束力的信件协议（「信件协议」），根据该协议，Butte将收购
9
Silex 股份为$
以下表格总结了Velardeña资产和Silex Argentina项目的主要项目，这些项目已包含在 停止操作损失，税后净额 在中期简明合并营业收入表中：
三个月结束 | Nine Months Ended | ||||||||||
9月30日， | 9月30日， | ||||||||||
2024 |
| 2023 | 2024 |
| 2023 | ||||||
（以千为单位） | （以千为单位） | ||||||||||
金属期货的出售 | $ | | $ | — | $ | | $ | — | |||
已售金属的成本 |
| ( |
| — |
| ( |
| — | |||
Velardeña 照护和维护成本 |
| — |
| ( |
| — |
| ( | |||
El Quevar 项目支出 | ( |
| ( | ( | ( | ||||||
赔偿费用 |
| ( |
| ( |
| ( |
| ( | |||
资产减损费用 | — | — | ( | — | |||||||
其他营业收入，净额 | | | | | |||||||
遣散费、终止福利和其他营运成本 | | — | ( | — | |||||||
折旧及摊销 |
| ( |
| ( |
| ( |
| ( | |||
停产业务损失, 在所得税前 | | ( | ( | ( | |||||||
所得税 | — | — | — | — | |||||||
停止操作损失，税后净额 | $ | | $ | ( | $ | ( | $ | ( | |||
以下表格汇总了报告期间中停业操作的主要资产和负债的摊销金额：
| 9月30日， |
| 十二月三十一日， | |||
2024 |
| 2023 | ||||
（以千为单位） | ||||||
资产 | ||||||
存货，净额(1) | $ | — | $ | | ||
持有待售的总流动资产 | — | | ||||
不动产、厂房及设备净值(2) | | | ||||
待售资产总额 | $ | | $ | | ||
负债 | ||||||
待售的流动负债(3) | | — | ||||
资产退休和复原负债(4) | |
| | |||
待售的资产负债合计 | $ | | $ | | ||
| (1) | 2023年12月31日的存货净额包括Velardeña物业的成品、在制品、原料和用品存货。 |
| (2) | 2024年9月30日的物业、厂房和设备净值约为 $ |
| (3) | 2024年9月30日持有待售的流动负债代表推迟营业收入 有关维拉德纳厂2销售的。 |
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| (4) | Asset retirement and reclamation liabilities at September 30, 2024 and December 31, 2023 relate to the Velardeña Properties. |
4. | New Accounting Pronouncements |
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The new standard requires enhanced disclosures about significant segment expenses and other segment items and interim disclosure of items that were previously required on an annual basis. ASU 2023-07 is to be applied on a retrospective basis and is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of adopting ASU 2023-07 on our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update are intended to enhance the transparency and decision usefulness of income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This update is effective for annual periods beginning after December 15, 2024. Early adoption is permitted and should be applied on a prospective basis, however retrospective application is permitted. We are currently evaluating the impact of adopting ASU 2023-09 on our consolidated financial statements.
5. | Cash and Cash Equivalents |
Cash and Cash Equivalents
The Company has reported $
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
6. | Prepaid Expenses and Other Assets |
Prepaid expenses and other current assets consist of the following:
| September 30, |
| December 31, | |||
2024 |
| 2023 | ||||
(in thousands) | ||||||
Prepaid insurance | $ | | $ | | ||
Recoupable deposits and other |
| |
| | ||
$ | | $ | | |||
7. | Value Added Tax Receivable, Net |
At September 30, 2024, the Company recorded a net VAT paid in Mexico of $
Mexico law allows for certain VAT payments to be recovered through ongoing applications for refunds. There is no certainty as to the amount or timing of such payment. Historically, the Company received VAT refund payments from the Mexican tax authorities on a timely basis. In 2023, however, the tax authorities began to delay the VAT refund process, and at December 31, 2023, the Company had recorded approximately $
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The decrease in the VAT receivable balance of approximately $
At September 30, 2024 and December 31, 2023, the Company recorded approximately $
The Company has also paid VAT in other countries, primarily related to exploration projects, which has been charged to expense as incurred because of the uncertainty of recoverability.
.
8. | Property, Plant and Equipment, Net |
The components of property, plant and equipment are as follows:
September 30, | December 31, | |||||
| 2024 |
| 2023 | |||
(in thousands) | ||||||
Exploration properties | $ | | $ | | ||
Royalty properties |
| |
| | ||
Buildings |
| — |
| | ||
Mining equipment and machinery |
| |
| | ||
Other furniture and equipment |
| |
| | ||
| |
| | |||
Less: Accumulated depreciation and amortization |
| ( | ( | |||
$ | | $ | | |||
9. | Accounts Payable and Other Accrued Liabilities |
The Company’s accounts payable and other accrued liabilities consist of the following:
September 30, | December 31, | |||||
2024 | 2023 | |||||
(in thousands) | ||||||
Accounts payable and accruals | $ | | $ | | ||
Accrued employee compensation and benefits | | | ||||
Income taxes payable (Note 13) |
| |
| | ||
$ | | $ | | |||
10. | Asset Retirement and Reclamation Liabilities |
The Company has detailed closure plans for reclamation activity at the Rodeo Property. The Company stopped mining at the Rodeo Property in June 2023 and has up to
Asset retirement and reclamation liabilities consist of the following:
September 30, | December 31, | |||||
| 2024 |
| 2023 | |||
(in thousands) | ||||||
Current asset retirement and reclamation liabilities | $ | | $ | | ||
Non-current asset retirement and reclamation liabilities |
| |
| | ||
$ | | $ | | |||
12
Current asset retirement and reclamation liabilities is included in Other current liabilities (see Note 11).
The following table presents the changes in the Company’s asset retirement and reclamation liabilities for the nine months ended September 30, 2024 and 2023:
Nine Months Ended | ||||||
September 30, | ||||||
| 2024 |
| 2023 | |||
(in thousands) | ||||||
Balance at January 1, | $ | | $ | | ||
Changes in estimates, and other |
| |
| | ||
Accretion expense |
| |
| | ||
Balance at September 30, | $ | | $ | | ||
11. | Other Liabilities |
Other Current Liabilities
The following table sets forth the Company’s other current liabilities:
September 30, | December 31, | |||||
| 2024 | 2023 | ||||
(in thousands) | ||||||
Insurance premium financing | $ | | $ | | ||
Operating lease liability |
| |
| | ||
Litigation accrual (Note 16) | — | | ||||
Current asset retirement and reclamation liabilities | | | ||||
$ | | $ | | |||
Other Long-Term Liabilities
The following table sets forth the Company’s other long-term liabilities:
September 30, | December 31, | |||||
| 2024 | 2023 | ||||
(in thousands) | ||||||
Operating lease liability | $ | — | $ | | ||
Deposits and other | — | | ||||
$ | — | $ | | |||
12. | Fair Value Measurements |
Financial assets and liabilities and nonfinancial assets and liabilities are measured at fair value on a recurring basis under a framework of a fair value hierarchy that prioritizes the inputs into valuation techniques used to measure fair value into three broad levels. This hierarchy gives the highest priority to quoted prices (unadjusted) in active markets and the lowest priority to unobservable inputs. Further, financial assets and liabilities should be classified by level in their entirety based upon the lowest level of input that was significant to the fair value measurement. The three levels of the fair value hierarchy per ASC Topic 820 are as follows:
Level 1: Unadjusted quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date.
Level 2: Quoted prices in inactive markets for identical assets or liabilities, quoted prices for similar assets or liabilities in active markets, or other observable inputs either directly related to the asset or liability or derived principally from corroborated observable market data.
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Level 3: Unobservable inputs due to the fact that there is little or no market activity. This entails using assumptions in models that estimate what market participants would use in pricing the asset or liability.
The following table summarizes the Company’s financial assets and liabilities measured on a recurring basis at fair value by respective level of the fair value hierarchy:
| Level 1 |
| Level 2 |
| Level 3 |
| Total | |||||
(in thousands) | ||||||||||||
At September 30, 2024 |
| |||||||||||
Assets: | ||||||||||||
Cash and cash equivalents | $ | | $ | — | $ | — | $ | | ||||
$ | | $ | — | $ | — | $ | | |||||
At December 31, 2023 | ||||||||||||
Assets: | ||||||||||||
Cash and cash equivalents | $ | | $ | — | $ | — | $ | | ||||
Short-term investments |
| |
| — |
| — |
| | ||||
$ | | $ | — | $ | — | $ | | |||||
The Company’s cash equivalents, comprised principally of U.S. treasury securities, are classified within Level 1 of the fair value hierarchy.
The Company’s short-term investments consist of
At September 30, 2024 and December 31, 2023, the Company did not have any financial assets or liabilities classified within Level 2 or Level 3 of the fair value hierarchy.
13. | Income Taxes |
The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC 740”), on a tax jurisdictional basis. In accordance with ASC 740, the interim provision for taxes was calculated by using the estimated annual effective tax rate applied to the year-to-date income or losses on a jurisdictional basis. Although the Company has generated ordinary losses on a year-to-date basis, the Company has projected taxable income by year end in certain tax jurisdictions, for which an annual effective tax rate has been calculated. For both the three and nine months ended September 30, 2024, the Company recorded
In accordance with ASC 740, the Company presents deferred tax assets net of its deferred tax liabilities on a tax jurisdictional basis on its interim Condensed Consolidated Balance Sheets. As of September 30, 2024 and December 31, 2023, the Company had
The Company, a Delaware corporation, and its subsidiaries file tax returns in the United States and in various foreign jurisdictions. The tax rules and regulations in these countries are highly complex and subject to interpretation. The Company’s income tax returns are subject to examination by the relevant taxing authorities and in connection with such examinations, disputes can arise with the taxing authorities over the interpretation or application of certain tax rules within the country involved. In accordance with ASC 740, the Company identifies and evaluates uncertain tax positions, and recognizes the impact of uncertain tax positions for which there is less than a more-likely-than-not probability of the position being upheld upon review by the relevant taxing authority. Such positions are deemed to be “unrecognized tax benefits,” which require additional disclosure and recognition of a liability within the financial statements. The Company had
14. | Equity |
On May 26, 2023, the Company’s Board of Directors approved a reverse stock split of the common stock, par value $
14
Accordingly, all common stock, equity award, warrant, and per share amounts have been adjusted to reflect the reverse stock split for all prior periods presented. For additional information related to the reverse stock split, see Note 1, Basis of Preparation of Financial Statements and Nature of Operations.
On May 9, 2024, the Company’s shareholders approved an increase to the Company’s authorized shares from
June 2023 Offering and Private Placement Transaction
On June 26, 2023, the Company entered into a Securities Purchase Agreement with certain institutional investors providing for the issuance and sale by the Company in a registered direct offering (the “June 2023 Offering”) of an aggregate of
November 2023 Public Offering
On November 6, 2023, the Company entered into a Securities Purchase Agreement with certain institutional investors providing for the issuance and sale by the Company in a public offering (the “November 2023 Offering”) of (i) an aggregate of
At-the-Market Offering Agreement
During the nine months ended September 30, 2024, the Company did
There were
15
Equity Incentive Plans
Restricted Stock Grants
The following table summarizes the status and activity of the Company’s restricted stock grants at September 30, 2024 and 2023, and the changes during the nine months then ended:
Nine Months Ended September 30, | ||||||||||
2024 | 2023 | |||||||||
|
| Weighted |
|
| Weighted | |||||
Average | Average | |||||||||
Grant Date | Grant Date | |||||||||
Number of | Fair Value | Number of | Fair Value | |||||||
Restricted Stock Grants | Shares | Per Share | Shares | Per Share | ||||||
Outstanding at beginning of period | | $ | | | $ | | ||||
Granted during the period |
| — |
| — |
| — |
| — | ||
Restrictions lifted during the period |
| ( |
| |
| ( |
| | ||
Forfeited during the period |
| ( |
| |
| — |
| — | ||
Outstanding at end of period | | $ | | | $ | | ||||
Restricted Stock Units
The following table summarizes the status and activity of the Company’s restricted stock units at September 30, 2024 and 2023, and the changes during the nine months then ended:
Nine Months Ended September 30, | ||||||||||
2024 | 2023 | |||||||||
|
| Weighted |
|
| Weighted | |||||
Average | Average | |||||||||
Grant Date | Grant Date | |||||||||
Number of | Fair Value | Number of | Fair Value | |||||||
Restricted Stock Units | Shares | Per Share | Shares | Per Share | ||||||
Outstanding at beginning of period | | $ | | | $ | | ||||
Granted during the period |
| |
| |
| |
| | ||
Shares issued during the period |
| ( |
| |
| — |
| — | ||
Forfeited during the period |
| ( |
| |
| — |
| — | ||
Outstanding at end of period | | $ | |
| | $ | | |||
Key Employee Long-Term Incentive Plan
There were
16
Stock-Based Compensation
Stock-based compensation expense for the periods presented is as follows:
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||
2024 |
| 2023 | 2024 |
| 2023 | ||||||
(in thousands) | (in thousands) | ||||||||||
Restricted stock grants | $ | | $ | | $ | | $ | | |||
Restricted stock units | | | | | |||||||
KELTIP units | — | | | ( | |||||||
$ | | $ | | $ | | $ | | ||||
Common Stock Warrants
The following table summarizes the activity of the Company’s common stock warrants for the nine months ended September 30, 2024 and September 30, 2023.
Nine Months Ended September 30, | ||||||||||
2024 | 2023 | |||||||||
Weighted | Weighted | |||||||||
Number of | Average | Number of | Average | |||||||
Underlying | Exercise Price | Underlying | Exercise Price | |||||||
Common Stock Warrants | Shares | Per Share | Shares | Share | ||||||
Outstanding at beginning of period | | $ | | | $ | | ||||
Granted during period | — | — | | | ||||||
Exercised during period | ||||||||||
2023 Pre-Funded Warrants | ( | | ( | | ||||||
Expired during the period | — | — | — | |||||||
Outstanding at end of period | | $ | | | $ | | ||||
The common stock warrants relate to prior registered offerings and private placements of the Company’s stock.
Common stock warrants outstanding as of September 30, 2024 are as follows:
Number of | Exercise | ||||||
Common Stock Warrants | Warrants | Price | Expiration Date | ||||
July 2019 Series A Warrants |
| |
| $ | |
| January 17, 2025 |
April 2020 Series A Warrants | | $ | | October 22, 2025 | |||
April 2020 Series B Warrants | | $ | | October 22, 2025 | |||
June 2023 Warrants | | $ | | December 26, 2028 | |||
November 2023 Series A Warrants | | $ | | November 6, 2028 | |||
November 2023 Series B Warrants | | $ | | May 6, 2025 | |||
| |||||||
All outstanding common stock warrants are recorded in equity at September 30, 2024 and December 31, 2023, following the guidance established by ASC Topic 815-40. The Company’s common stock warrants allow for potential settlement in cash if certain extraordinary events are effected by the Company, including a 50% or greater change of control in the Company’s common stock. Since those events have been deemed to be within the Company’s control, the Company continues to apply equity treatment for these common stock warrants.
17
15. | Sale of Metals and Related Costs |
The Company derived its 2023 revenue from the sale of doré, concentrates, and slag.
Three Months Ended | Nine Months Ended | ||||||||||
September 30, | September 30, | ||||||||||
2024 |
| 2023 |
| 2024 |
| 2023 | |||||
(in thousands) | (in thousands) | ||||||||||
Doré sales | $ | — | $ | | $ | — | $ | | |||
Concentrate sales |
| — |
| |
| — |
| | |||
Slag and other sales |
| — |
| |
| — |
| | |||
Total revenue | — | | — | | |||||||
Less: Treatment, refining and shipping costs | — | ( | — | ( | |||||||
Total revenue, net | $ | — | $ | | $ | — | $ | | |||
16. | Commitments and Contingencies |
Unifin Lawsuit
During April 2021, the Company became aware of a lawsuit in Mexico against one of the Company’s Mexican subsidiaries, Minera William, S.A. de C.V. (“Minera William”). The plaintiff in the matter was Unifin Financiera, S.A.B de C.V. (“Unifin”). The lawsuit was assigned to the Fifth Specialized Commercial District Court. In November 2022, the Company was formally served with the complaint in connection with the lawsuit and in December 2022 the Company filed its answer to the complaint. As a preemptive measure, Unifin obtained a preliminary court order freezing Minera William’s bank accounts in Mexico, which limited the Company’s and Minera William’s ability to access approximately US$
The Company and Unifin agreed to settle the dispute in late 2023. An accrued liability was recorded for the settlement amount of $
On June 13, 2024, the Trial Court published the judgment in the commercial oral proceeding initiated by Unifin against Minera William, Procesadora de Minerales de Durango, and Jorge Alberto Samaniego Mota. Since Unifin and Minera William had previously settled the dispute and Unifin desisted or withdrew its action against Minera William, the company was not condemned in the judgment. Procesadora de Minerales de Durango and Jorge Alberto Samaniego Mota were ordered to pay all the amounts claimed by Unifin. However, the judgment states that Minera William, Procesadora de Minerales de Durango, and Jorge Samaniego Mota are jointly and severally liable to Unifin. The Company believes the Judge should not have ruled on whether or not Minera William was jointly and severally liable. Moreover, the Judge did not assess Minera William’s arguments that it was not jointly and severally liable to Unifin. Minera William is appealing that ruling as it is clearly contrary to the settlement agreement between Unifin and Minera William. The Company currently believes that it is unlikely any future liability will arise from this judgement.
Employee Labor Claims
During the nine months ended September 30, 2024,
18
Supplier Lawsuits
During the nine months ended September 30, 2024,
The Company also has certain purchase and lease commitments as set forth in the Company’s 2023 Annual Report.
17. | Segment Information |
The Company’s reportable segments are based on the Company’s revenue-producing activities and cash-consuming activities. The Company reports
As described in Note 3, the Company’s Velardeña Properties and Silex Argentina met the criteria to be reported as discontinued operations during 2024. As such, the results of operations for this business are excluded from the Mexico Operations segment in the table below, which only reflects continuing operations, for all periods presented. Assets held for sale are included below in the total assets for the Corporate, Exploration and Other segment.
The financial information relating to the Company’s segments is as follows:
Exploration, El | |||||||||||||||||||||
Costs | Depreciation, | Quevar, Velardeña | |||||||||||||||||||
Three Months Ended | Applicable | Depletion and | and Administrative | Capital | |||||||||||||||||
September 30, 2024 |
| Revenue |
| to Sales |
| Amortization |
| Expense |
| Pre-Tax Loss (Gain) |
| Total Assets |
| Expenditures | |||||||
Mexico Operations | $ | — | $ | — | $ | | $ | — | $ | |
| $ | — | ||||||||
Corporate, Exploration and Other | — |
| — |
| — |
| |
| | — | |||||||||||
Consolidated |
| $ | — |
| $ | — |
| $ | |
| $ | |
| $ | |
| $ | — | |||
Nine Months Ended | |||||||||||||||||||||
September 30, 2024 | |||||||||||||||||||||
Mexico Operations |
| $ | — | $ | — | $ | | $ | | $ | | $ | | $ | | ||||||
Corporate, Exploration and Other | — |
| — |
| |
| |
| |
| |
| — | ||||||||
Consolidated |
| $ | — |
| $ | — |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
Three Months Ended | |||||||||||||||||||||
September 30, 2023 | |||||||||||||||||||||
Mexico Operations |
| $ | | $ | | $ | | $ | | $ | |
| $ | — | |||||||
Corporate, Exploration and Other | — | — | | | ( | — | |||||||||||||||
Consolidated |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | — | |||
Nine Months Ended | |||||||||||||||||||||
September 30, 2023 | |||||||||||||||||||||
Mexico Operations |
| $ | | $ | | $ | | $ | | $ | | $ | | $ | — | ||||||
Corporate, Exploration and Other | — |
| — |
| |
| |
| |
| |
| — | ||||||||
Consolidated |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | — |
18. | Related Party Transactions |
The following sets forth information regarding transactions between the Company (and its subsidiaries) and its officers, directors and significant stockholders.
Administrative Services, Lease of Equipment:
Beginning in August 2016, the Company began providing limited accounting and other administrative services to Minera Indé, an indirect subsidiary of The Sentient Group (“Sentient”). Sentient, through the Sentient executive funds, previously held a significant percentage of the Company’s issued and outstanding shares of common stock. As of September 30, 2024, Sentient has sold their shares of the Company and is no longer considered a related party. In addition, the Company is no longer providing services to Minera Indé as of September 30, 2024.
19
19.Subsequent Events
Velardeña Plant 2 Asset Sale Agreement
Subsequent to September 30, 2024, the Plant 2 Buyer made additional payments of approximately $
Closing of the Silex Argentina Transaction
On October 24, 2024, the Company completed the sale of
Yoquivo Project
On October 25, 2024 the Company announced it had signed a binding agreement (the “Agreement”) to sell its Yoquivo gold-silver project (located in Chihuahua State, Mexico) (the “Yoquivo Project”) to Advance Metals Limited (“AVM”) (the “Yoquivo Transaction”). Under the terms of the Agreement, AVM shall purchase
20
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Our Company
We were incorporated in Delaware in March 2009 under the Delaware General Corporation Law. During the nine months ended September 30, 2024, our principal source of revenue was from the sale of gold and silver contained in concentrate from our Velardeña Properties in Durango, Mexico. We also had secondary sources of revenue from tolling material at our oxide plant for a third party and selling the Velardeña assets that are held for sale. We incurred net operating losses for the nine months ended September 30, 2024 and 2023.
We restarted mining at our Velardeña Properties in December 2023 and continued through the end of February 2024 when it was determined that the initial performance of both the mine and the plant did not achieve expected results. We processed all the mineralized material that had been mined and shut down the sulfide processing plant at the end of March 2024 and held the Velardeña Properties for short-term sale as we evaluated options to realize value from the assets. We entered into certain sales agreements to sell the Velardeña and Chicago mines, both sulfide and oxide processing plants, water wells, and related equipment of the Velardeña Properties to a privately held Mexican company (the “Buyer”) in exchange for an aggregate purchase price of $5.5 million in cash, plus VAT. There were 4 separate sales agreements. The first three sales agreements which include the combined sales of the Velardeña and Chicago mines, the sulfide processing plant and various related equipment were completed on June 20, 2024 and the titles to the assets have been transferred to the Buyer. The Buyer agreed to pay $3.0 million plus VAT on July 1, 2024, to complete the last sales agreement which covered the oxide processing plant and water wells. The Buyer has made payments of approximately $1.3 million through November 15, 2024 and is currently in default. The Buyer has operational control of the plant, and we are no longer operating the oxide plant. We are uncertain as to when or if additional payments will be received. We are continuing to negotiate an extension of the agreement which would allow for the transfer of title of the oxide plant to the Buyer and the Company would hold a mortgage to secure the payment. The collection of the amount due from the sale may satisfy a portion of our projected capital needs over the next twelve months (see Note 2 above).
As previously disclosed, we have completed the sale of our wholly owned subsidiary, Silex Argentina, which is the sole owner of El Quevar, our advanced exploration property in Argentina, and have entered into an agreement to sell our Yoquivo exploration property in Mexico. We expect the closing of these transactions to satisfy a portion of our projected capital needs over the next twelve months (see Note 2 above). The Company continues to hold an interest in several remaining exploration properties, including Sarita Este/Desierto, a gold-silver-copper exploration project located in northwest Salta Province Argentina and Sand Canyon, an exploration-stage, gold-silver project in northwestern Nevada.
Because we have ceased production at the Velardeña Properties, our only near-term opportunity to generate cash flow is from the sale of assets or new sources of debt or equity capital. We are evaluating and pursuing alternatives to obtain funds to continue as a going concern, including the potential sale of the Company, finalizing the sale of its assets at the Velardeña Properties and Yoquivo, seeking buyers or partners for the Company’s other assets or obtaining equity or other external financing. In the absence of additional cash inflows, the Company anticipates that its cash resources will be exhausted in the second quarter of 2025. If we are unable to obtain additional cash resources or sell the Company, we will be forced to cease operations and liquidate. See “—Liquidity, Capital Resources and Going Concern—2024 Liquidity Forecast and Going Concern Qualification” below.
This discussion should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operation” included in our 2023 Annual Report.
2024 Highlights
Velardeña Properties
The Velardeña Properties contain two underground mines. Prior to the recent restart in December 2023, the last time the mines were operated was in late 2015, at which point mining activities were suspended when a combination of low metals prices, mining dilution and metallurgical challenges rendered operations unprofitable. We elected to preserve the asset for future use, and continued to evaluate and test various mining methods and processing alternatives that could enable sustainable profitable operations.
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We restarted mining at Velardeña in December 2023. In the first quarter of 2024, we sold just over 2,000 tonnes of concentrate containing approximately 640 ounces of gold and approximately 21,750 ounces of silver. Mill throughput of mined material totaled 5,186 tonnes over the period of operations in February and March 2024. We stopped mining at the end of February when we determined that the initial performance of the mine and the processing plant had not achieved expected results due to operational issues caused by a combination of insufficient experienced miners, issues with ventilation and issues with aging mining equipment at the mine. We stopped processing the mined material at the end of March 2024.
The table below sets forth the key processing and sales statistics for the Velardeña operation for the three months and the nine months ended September 30, 2024:
Velardeña Operations Statistics | ||||
(in thousands except per unit amounts) | ||||
Three Months Ended | Nine Months Ended | |||
September 30, 2024 |
| September 30, 2024 | ||
Tonnes mined1 | - | 14,961 | ||
Tonnes processed | - | 5,186 | ||
Average tonnes per day processed | - | 185 | ||
Gold sold in concentrate (ounces) | - | 639 | ||
Silver sold in concentrate (ounces) | - | 21,745 | ||
Average realized price, before refining and selling costs | ||||
Gold (dollar per ounce) | $ - | $ 2,077 | ||
Silver (dollar per ounce) | $ - | $ 23.82 | ||
1 Includes all mined material transported to the plant, stockpiled or designated as waste | ||||
As noted above, we have entered into sales agreements pursuant to which a third-party has purchased the Velardeña and Chicago mines, mining equipment and the sulfide plant, and agreed to purchase the oxide processing plant and water wells. The Buyer has made payments of approximately $1.3 million for the oxide plant and water wells through November 15, 2024 and is currently in default. The Buyer has operational control of the plant, and we are no longer operating the oxide plant. We are uncertain as to when or if additional payments will be received.
Yoquivo
On October 25, 2024, we entered into a sales agreement with Advance Metals Limited (“AVM”) to sell our Yoquivo exploration property. We hold 100% ownership of the Yoquivo concessions subject to royalty interests between 2% and 3% net smelter return payable on production to third parties and capped at $2.8 million in the aggregate. We have received $295,000 under the sales agreement and will receive an additional $275,000 if the transaction is completed as scheduled in late November.
El Quevar
In April 2020, we entered into the Earn-in Agreement with Barrick. In March 2024, Barrick notified us that it was withdrawing from the Earn-In Agreement. The termination was effective on April 20, 2024 and the El Quevar project reverted back into the full control of the Company. In October 2024, we completed the sale of our wholly owned subsidiary, Silex Argentina, which is the sole owner of El Quevar, our advanced exploration property in Argentina, for a purchase price of $3.5 million.
Sarita Este / Desierto
In December 2019, we entered into an option agreement with Cascadero Minerals Corporation (“Cascadero”) to acquire a 51% interest in the gold/copper Sarita Este concession, located in the northwest portion of the Province of Salta, Argentina, adjacent to the Taca Taca project owned by First Quantum Minerals. We have exceeded the drilling requirement and have spent approximately $3.0 million since entering into the agreement in December 2019. After satisfying the
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drilling and expenditure requirements, we notified Cascadero of our intention to proceed with the joint venture as 51% owners of the concession. Completion of the joint venture documents and formation of the joint venture company are in progress.
Information regarding the drilling completed to date is included in our 2023 Annual Report on Form 10-K.
The Desierto concessions (Desierto 1 and 2) which are adjacent to and south of the Sarita Este concession, are subject to an option agreement with a third-party partial owner and a proposed joint venture agreement also between the Company and Cascadero. The Desierto 1 concession was the object of a legal dispute between the Company and the Salta Ministry of Mines in which the Company was disputing the cancellation of the concession by the province. On August 28, 2024, the judges of the Court of Appeals of Salta (i) accepted the Company’s appeal, (ii) revoked the Mining Court’s resolutions of cancellation and (iii) ordered the restitution to the Company of the Desierto I mining concession.
Financial Results of Operations
For the results of operations discussed below, we compare the results from operations for the three months ended September 30, 2024, to the three months ended September 30, 2023. Operations did not produce concentrate during the three months ended September 30, 2024, but revenue was recorded during the third quarter on several of the Velardeña concentrate shipments completed earlier in 2024 that were finalized during the quarter. During the three months ended September 30, 2023, all of the operating activity related to the Rodeo property. Mining at Rodeo concluded in August 2023 as the ore was depleted as expected. Processing of the Rodeo stockpiles concluded in September 2023.
Due to the discontinuation of the mining and sulfide processing operations of the Velardeña Properties at the end of March 2024, the Velardeña properties were classified as assets held for sale, and therefore, in the interim condensed consolidated financial statements for the period ended September 30, 2024, the asset values, revenues and expenditures of these discontinued operations have been presented as Assets Held for Sale, Liabilities Held for Sale, and Discontinued Operations (see Note 3 above). The revenues and costs discussed below are the amounts recorded prior to the reclassification of those items.
Three Months Ended September 30, 2024
Revenue from the sale of metals. For the three months ended September 30, 2024, we recorded $0.1 million revenue from the sale of metal relating to concentrate shipments completed earlier in 2024 that were finalized during the three months ended September 30, 2024. For the three months ended September 30, 2023, we recorded $2.5 million from the sale of metal. The Rodeo operations sold mainly doré. We also sold slag remaining from previous doré sales and doré production at the Velardeña Plant 2, and some concentrates produced from material previously stockpiled when test mining at the Velardeña mine.
| ● | Doré Sales - We recorded no revenue related to gold and silver in doré for the three months ended September 30, 2024, and $2.1 million for the three months ended September 30, 2023. |
| ● | Concentrate Sales – We recorded $0.1 million of revenue in the three months ended September 30, 2024 from the final settlement of previously shipped Velardeña gold-rich pyrite concentrate, silver-rich lead concentrate and zinc concentrate. We recorded $0.2 million in the three months ended September 30, 2023 from the final settlement of previously shipped gold-rich pyrite concentrate, silver-rich lead concentrate and zinc concentrate that were produced from mineralized material which had been mined in 2022 as part of the test mining to analyze the potential restart of the Velardeña Properties. |
| ● | Slag and Other Sales – We recorded zero revenue related to slag and other material during the three months ended September 30, 2024. We recorded approximately $0.2 million in revenue related to the gold and silver in slag that was sold to a refiner in the United States in the three months ended September 30, 2023. |
Cost of metals sold. For the three months ended September 30, 2024 and 2023, we recorded $0.6 million and $3.3 million of cost of metals sold, respectively.
Exploration expense. Our exploration expense, including property holding costs and allocated administrative expenses, totaled $0.4 million and $0.7 million for the three months ended September 30, 2024 and 2023, respectively.
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The lower exploration expense for 2024 is primarily related to less activity in 2024 due to the cash constraints of the Company.
Velardeña care and maintenance costs. We recorded no expenses related to care and maintenance at our Velardeña Properties for the three-month period ended September 30, 2024 as the Velardeña Properties were discontinued during that period and have either been sold or are being held for sale. We recorded $0.3 million related to care and maintenance for the three-month period ended September 30, 2023.
El Quevar project expense. We incurred $0.2 million and $0.1 million for the three-month periods ended September 30, 2024 and 2023, respectively, related to holding and evaluation costs for the Yaxtché deposit at our El Quevar project in Argentina. Because the Barrick agreement had been terminated in April 2024, there were zero reimbursements from Barrick during the three months ended September 30, 2024. During the three months ended 2023, approximately $0.0 million of costs actually incurred were offset by reimbursements from Barrick.
Administrative expense. Administrative expenses totaled $0.8 million and $1.1 million for the three months ended September 30, 2024 and 2023, respectively. Administrative expenses, including costs associated with being a public company, are incurred primarily by our corporate activities in support of the Yoquivo Property, Rodeo Property, Velardeña Properties, El Quevar project and our exploration portfolio.
Stock-based compensation. During each of the three months ended September 30, 2024 and 2023, we incurred approximately $0.1 million of expense related to stock-based compensation. Stock-based compensation varies from period to period depending on the number and timing of shares granted, the type of grant, the market value of the shares on the date of grant and other variables.
Reclamation and accretion expense. During each of the three months ended September 30, 2024 and 2023, we incurred approximately $0.1 million of reclamation expense related to the accretion of an asset retirement obligation at the Velardeña and Rodeo properties.
Other operating income (loss), net. We recorded $1.6 million of net other operating income for the three months ended September 30, 2024 primarily related to the sale of Silex Argentina and Minera Labri. For the three months ended September 30, 2023, we recorded $0.5 million of net other operating income.
Depreciation, depletion and amortization. We recorded nominal depreciation, depletion and amortization expense during the three months ended September 30, 2024. We recorded approximately $0.1 million for depreciation, depletion and amortization expense during the three months ended September 30, 2023.
Interest and other expense, net. We recorded a nominal amount of interest and other expense, net for each of the three months ended September 30, 2024 and 2023.
(Loss) gain on foreign currency losses. We recorded a nominal amount of foreign currency gains during each of the three months ended September 30, 2024 and 2023. Foreign currency gains and losses are primarily related to the effect of currency fluctuations on monetary transactions incurred by our foreign subsidiaries that are denominated in currencies other than U.S. dollars.
Income taxes. We recorded a zero tax expense for the three months ended September 30, 2024. We recorded a zero income tax benefit for the three months ended September 30, 2023.
Nine Months Ended September 30, 2024
Revenue from the sale of metals. During the nine months ended September 30, 2024, all revenue was generated from the Velardeña properties. The Velardeña operations produced three types of concentrate before operations terminated in March 2024, and also generated revenue from slag sales. During the nine months ended September 30, 2023, the Rodeo operations sold mainly doré. We also sold slag remaining from previous doré sales and doré production at Plant 2.
| ● | Doré Sales - We recorded no revenue related to gold and silver in doré for the nine months ended September 30, 2024, and $9.5 million for the nine months ended September 30, 2023. |
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| ● | Concentrate Sales – We recorded $1.4 million in the nine months ended September 30, 2024 from the sale of gold-rich pyrite concentrate, silver-rich lead concentrate and zinc concentrate. We recorded $1.7 million from the sales of concentrate in the nine months ended September 30, 2023. |
| ● | Slag and Other Sales – We recorded approximately $30,000 in revenue related to the gold and silver in precipitate during the nine months ended September 30, 2024 from scrap and trace material removed from Plants I and II during the clean out process following the cessation of operations in 2024. We recorded approximately $0.5 million in revenue related to the gold and silver in slag that was sold to a refiner in the United States in the nine months ended September 30, 2023. |
Cost of metals sold. For the nine months ended September 30, 2024 and 2023, we recorded $6.0 million and $11.2 million of cost of metals sold, respectively. Lower costs in 2024 compared to 2023 were due primarily to lower mining costs as mining was discontinued at the end of February 2024, and lower processing costs, as the processing of sulfide material was discontinued at the end of March 2024.
Exploration expense. Our exploration expense, including property holding costs and allocated administrative expenses, totaled $1.2 million and $2.9 million for the nine months ended September 30, 2024 and 2023, respectively. The lower exploration expense for 2024 is primarily related to less activity in 2024 due to the cash constraints of the Company.
Velardeña care and maintenance costs. We recorded no expenses related to care and maintenance at our Velardeña Properties for the nine-month period ended September 30, 2024 as the Velardeña Properties were operating during that period and have either been sold or are now being held for sale. We recorded $0.9 million related to care and maintenance for the nine-month period ended September 30, 2023, respectively, for expenses related to care and maintenance at our Velardeña Properties as the result of the previous suspension of mining and processing activities in November 2015.
El Quevar project expense. We recorded $0.4 million for each of the nine months ended September 30, 2024 and September 30, 2023. During the nine months ended September 30, 2024 and 2023, approximately $0.0 million and $0.1 million, respectively, of costs actually incurred were offset by reimbursements from Barrick.
Administrative expense. Administrative expenses totaled $3.0 million and $3.7 million for the nine months ended September 30, 2024 and 2023, respectively. Administrative expenses, including costs associated with being a public company, are incurred primarily by our corporate activities in support of the Yoquivo Property, Rodeo Property, Velardeña Properties, El Quevar project and our exploration portfolio.
Stock-based compensation. During each of the nine months ended September 30, 2024 and 2023, we incurred approximately $0.3 million of expense related to stock-based compensation. Stock-based compensation varies from period to period depending on the number and timing of shares granted, the type of grant, the market value of the shares on the date of grant and other variables.
Reclamation and accretion expense. During each of the nine months ended September 30, 2024 and 2023 we incurred approximately $0.2 million of reclamation expense, related to the accretion of an asset retirement obligation at the Velardeña and Rodeo properties.
Other operating income (loss), net. We recorded $3.3 million of net other operating income for the nine months ended September 30, 2024 primarily related to the sale of a portion of the Velardeña assets, Silex Argentina and Minera Labri. For the nine months ended September 30, 2023, we recorded $0.6 million of net other operating income primarily related to the sale of non-core assets.
Depreciation, depletion and amortization. During the nine months ended September 30, 2024 and 2023, we incurred depreciation, depletion and amortization expense of approximately $0.2 million and $0.4 million respectively.
Interest and other expense, net. We recorded a nominal amount of interest and other expense, net for each of the nine months ended September 30, 2024 and 2023.
(Loss) gain on foreign currency losses. During each of the nine months ended September 30, 2024 and 2023, we recorded $0.1 million of foreign exchange losses. Foreign currency gains and losses are primarily related to the effect of
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currency fluctuations on monetary transactions incurred by our foreign subsidiaries that are denominated in currencies other than U.S. dollars.
Income taxes. We recorded a zero tax expense for the nine months ended September 30, 2024. We recorded less than $1,000 of tax expense for the nine months ended September 30, 2023.
Liquidity, Capital Resources and Going Concern
2024 Liquidity Forecast and Going Concern Qualification
We do not currently have sufficient resources to meet our expected cash needs during the twelve months ending September 30, 2025. At September 30, 2024, we had current assets of approximately $2.5 million, including cash and cash equivalents of approximately $1.8 million. On the same date, we had accounts payable and other current liabilities of approximately $4.5 million, which includes $1.0 million in deferred revenue for the sale of the Velardeña oxide plant and water wells recorded within Current liabilities held for sale on the interim Condensed Consolidated Balance Sheets.
As previously disclosed, the Company ceased mining at the Velardeña mines in Mexico in the first quarter 2024, and subsequently sold the mines and certain related assets. Subsequent to September 30, 2024, the Plant 2 Buyer made additional payments of approximately $0.3 million bringing the total amounts paid through November 15, 2024 to approximately $1.3 million, but the Buyer remains in default. As of November 15, 2024, the Company is still owed $1.7 million plus VAT of the $3.0 million purchase price for the Velardeña oxide plant and water wells and other minor remaining Velardeña assets. We do not know whether or when the Buyer will make the remaining payments due. We are continuing to negotiate an extension of the agreement which would allow for the transfer of the title of Plant 2 and the ARO liability to the Buyer and the Company would hold a mortgage to secure the payment.
With the receipt of the proceeds from the sale of Silex Argentina and the cash payments received to date for the Yoquivo Transaction, as of November 15, 2024 the Company has cash and cash equivalents of approximately $3.6 million and accounts payable of approximately $1.2 million.
The Company’s only near-term opportunity to generate cash flow to meet its expected cash requirements is from the sale of assets, equity or other external financing. The Company is evaluating and pursuing alternatives, including the potential sale of the Company, finalizing the sale of its assets at the Velardeña Properties and Yoquivo, seeking buyers or partners for the Company’s other assets or obtaining equity or other external financing. In the absence of additional cash inflows, the Company anticipates that its cash resources will be exhausted in the second quarter of 2025. If we are unable to obtain additional cash resources or sell the Company, we will be forced to cease operations and liquidate.
We will require further sources of capital. In order to satisfy the Company’s projected general, administrative, exploration and other expenses through September 30, 2025, we will need approximately $1.5 to $3.5 million in capital inflows. These capital inflows may take the form of asset sales, equity or other external financing activities, collection of the outstanding amounts due on the sale of the remaining Velardeña Properties and Yoquivo, or from other sources. The
Company also continues to evaluate other strategic transactions.
These interim condensed consolidated financial statements have been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the normal course of business. However, as noted above, our continuing operations will be dependent upon our ability to secure sufficient funding to support future operations. The amounts shown as mineral properties in our interim condensed consolidated financial statements are dependent on our ability to sell certain assets of the Company and receive future equity or other financings to continue to fund general administrative, and exploration activities that would lead to profitable mining and processing activities or to generate proceeds from the disposition of mineral exploration properties.
The ability of the Company to maintain a positive cash balance for a period of twelve months beyond the filing date of this Quarterly Report on Form 10-Q is dependent upon its ability to generate sufficient cash flow from the sale of assets, reduction of expenses, collection of VAT accounts receivable from the Mexican government, collection of the amount due from the buyers of the remaining Velardeña Properties and Yoquivo, and to raise sufficient funds through equity or other external financings or from other sources. These material uncertainties cast significant doubt on the Company’s ability to continue as a going concern. Therefore, the Company cannot conclude that substantial doubt does not exist as to the Company’s ability to continue as a going concern for the twelve months following the filing date of this Quarterly Report on Form 10-Q. The financial statements do not include any adjustments relating to the recoverability and
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classification of recorded assets or liabilities, which might be necessary should the Company not continue as a going concern.
2024 Liquidity Discussion
At September 30, 2024, our aggregate cash and cash equivalents totaled $1.8 million, compared to the $3.8 million in similar assets held at December 31, 2023. The September 30, 2024 decrease is the result of the following expenditures and cash inflows for the nine months ended September 30, 2024. Expenditures totaled $10.1 million from the following:
| ● | $5.9 million from the net loss on discontinued operations and assets held for sale, which includes, $4.6 million of net operating costs, $0.9 million of severance payments made to employees in Mexico who were terminated during the nine months ended September 30, 2024, and $0.4 million in care and maintenance costs at the El Quevar project net of zero reimbursements from Barrick; |
| ● | $3.0 million in general and administrative expenses; and |
| ● | $1.2 million in exploration expenditures. |
The above expenditures were partially offset by cash inflows of $8.1 million from the following:
| ● | $4.5 million of proceeds received from the sale of the assets held for sale and discontinued operations as follows; |
| o | $2.5 million of proceeds from the sale of the Velardeña and Chicago mines, sulfide plant, mine equipment and mine concessions; |
| o | $1.0 million of proceeds from the sale of Velardeña Plant 2 and water wells; and |
| o | $1.0 million of proceeds from the first two payments on the sale of Silex Argentina. |
| ● | $2.6 million from the collection of VAT receivables from the Mexican Government; and |
| ● | $0.4 million of proceeds received from the sale of Minera Labri; and |
| ● | $0.6 million of other working capital changes. |
NYSE American Continued Listing Standards
As previously disclosed, on June 6, 2023, we received written notification (the “Notice”) from the NYSE American LLC (the “NYSE American”) that the Company was not in compliance with Section 1003(a)(iii) of the NYSE American Company Guide (the “Company Guide”). We are required to report a stockholders’ equity of $6.0 million or more if the Company has reported losses from continuing operations and/or net losses in our five most recent fiscal years. The Notice noted that the Company reported a stockholders’ equity of $4.1 million as of March 31, 2023, and losses from continuing operations and/or net losses in each of its five most recent fiscal years ended December 31, 2022. As a result, we have become subject to the procedures and requirements of Section 1009 of the Company Guide and were required to submit a plan of compliance by July 6, 2023, addressing how the Company intends to regain compliance with Section 1003(a)(iii) of the Company Guide. On July 6, 2023, the Company submitted a plan (the “Plan”) to the NYSE American to regain compliance with the continued listing standards set forth in the Company Guide. On August 22, 2023, the NYSE American accepted the Company’s Plan and granted the Company a cure period until December 6, 2024 (the “Compliance Deadline”).
On July 2, 2024, we received second written notification (the “Second Notice”) from the NYSE American that we are now also below compliance with Sections 1003(a)(i) and 1003(a)(ii) the Company Guide since the Company reported stockholders’ equity of $621,000 as of March 31, 2024, and losses from continuing operations and/or net losses in our five most recent fiscal years ended December 31, 2023. As a result, we must regain compliance with Sections 1003(a)(i) and 1003(a)(ii), in addition to Section 1003(a)(iii), of the Company Guide by the Compliance Deadline.
The Company will continue its efforts to regain compliance with all stockholders’ equity standards in accordance with the Plan. If the Company is not in compliance with the continued listing standards by the Compliance Deadline, or if we do
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not make progress consistent with the Plan during the Plan period, we expect the NYSE American to initiate delisting proceedings.
Recent Accounting Pronouncements
There were no new accounting pronouncements issued during the third quarter of 2024 that would affect the Company or have a material impact on its consolidated financial position or results of operations.
Forward-Looking Statements
Some information contained in or incorporated by reference into this Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other applicable securities laws. These statements include comments relating to: (i) our anticipated near-term capital needs, and potential sources of capital; (ii) our plans for, and timing of, the sale of our Velardeña oxide plant and water wells, (iii) our plans to sell tax credits held in our Mexican operating companies; (iv) closing the sale of the Yoquivo property; (v) expectations pertaining to the recovery of VAT refunds from the Mexican government; (vi) projected funding and spending for the twelve months ending June 30, 2025; (vii) the NYSE American staff initiating delisting proceedings against the Company if it is not in compliance with the NYSE American’s continued listing standards by the Compliance Deadline and (viii) statements concerning our financial condition, business strategies and business and legal risks and our financial outlook for 2024, including anticipated expenditures and cash inflows during the year.
We use the words “anticipate,” “continue,” “likely,” “estimate,” “expect,” “may,” “believe,” “will,” “project,” “should,” “could,” “believe” and similar expressions (including negative and grammatical variations) to identify forward-looking statements. Although we believe the expectations and assumptions reflected in those forward-looking statements are reasonable, we cannot assure you that these expectations and assumptions will prove to be correct. Our actual results could differ materially from those expressed or implied in these forward-looking statements as a result of the factors set forth below and other factors set forth in, or incorporated by reference into this report:
| ● | whether we are able to raise the necessary capital or otherwise enter into another strategic transaction that would enable us to continue our business; |
| ● | whether our proposed sale of the Velardeña oxide plant and water wells is consummated; |
| ● | whether we are able to close the sale of the Yoquivo property; |
| ● | whether we continue to be listed on the NYSE American; |
| ● | higher than anticipated care and maintenance costs in Mexico; |
| ● | decreases in silver and gold prices; |
| ● | risks related to our exploration properties, including unfavorable results from exploration and whether we will be able to advance our exploration properties; |
| ● | whether we will be able begin to mine and sell minerals successfully or profitably at any of our current properties at current or future silver and gold prices and achieve our objective of becoming a mid-tier mining company; |
| ● | potential delays in our exploration activities or other activities to advance properties towards mining resulting from environmental consents or permitting delays or problems, accidents, problems with contractors, disputes under agreements related to exploration properties, unanticipated costs and other unexpected events; |
| ● | our ability to retain key management and mining personnel necessary to successfully operate and grow our business; |
| ● | economic and political events negatively affecting the market prices for gold, silver, zinc, lead and other minerals that may be found on our exploration properties; |
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| ● | political and economic instability in Mexico, Argentina, and other countries in which we conduct our business, and future actions of any of these governments with respect to nationalization of natural resources or other changes in mining or taxation policies; |
| ● | volatility in the market price of our common stock; and |
| ● | the factors discussed under “Risk Factors” in our 2023 Annual Report. |
These factors are not intended to represent a complete list of the general or specific factors that could affect us. Many of these factors are beyond our ability to control or predict. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, such expectations may prove to be materially incorrect due to known and unknown risks and uncertainties. You should not unduly rely on any of our forward-looking statements. These statements speak only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Interest Rate Risk
We invest substantially all of our excess cash in U.S. government and debt securities rated “investment grade” or better. The rates received on such investments may fluctuate with changes in economic conditions. Based on the average cash and investment balances outstanding during the first nine months of 2024, a 1% decrease in interest rates would have resulted in only a nominal reduction in interest income for the period.
Foreign Currency Exchange Risk
Although most of our expenditures are in U.S. dollars, certain purchases of labor, supplies and capital assets are denominated in other currencies, primarily in Mexico. As a result, currency exchange fluctuations may impact the costs of our exploration and mining activities. To reduce this risk, we maintain minimum cash balances in foreign currencies and complete most of our purchases in U.S. dollars.
Commodity Price Risk
We are primarily engaged in the exploration and mining of properties containing gold, silver, zinc, lead and other minerals. As a result, decreases in the price of any of these metals have the potential to negatively impact our ability to establish reserves and mine on our properties. We currently hold no commodity derivative positions.
Item 4. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2024, (the “Evaluation Date”). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosure.
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Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. | Legal Proceedings. |
Unifin Lawsuit
During April 2021, the Company became aware of a lawsuit in Mexico against one of the Company’s Mexican subsidiaries, Minera William, S.A. de C.V. (“Minera William”). The plaintiff in the matter was Unifin Financiera, S.A.B de C.V. (“Unifin”). The lawsuit was assigned to the Fifth Specialized Commercial District Court. In November 2022, the Company was formally served with the complaint in connection with the lawsuit and in December 2022 the Company filed its answer to the complaint. As a preemptive measure, Unifin obtained a preliminary court order freezing Minera William’s bank accounts in Mexico, which limited the Company’s and Minera William’s ability to access approximately US$153,000 according to current currency exchange rates.
The Company and Unifin agreed to settle the dispute in late 2023. An accrued liability was recorded for the settlement amount of $250,000 as of December 31, 2023 and for $113,000 as of March 31, 2024. During the first quarter of 2024, the Court unfroze the Minera William bank accounts, and the bank remitted the funds to Unifin as per the settlement agreement. Subsequent to March 31, 2024, the Company paid Unifin the remaining amount due under the agreement upon settlement. The court published a writ subsequent to March 31, 2024 stating that the parties had complied with the settlement agreement and declared that Unifin has withdrawn the lawsuit against Minera William.
On June 13, 2024, the Trial Court published the judgment in the commercial oral proceeding initiated by Unifin against Minera William, Procesadora de Minerales de Durango, and Jorge Alberto Samaniego Mota. Since Unifin and Minera William had previously settled the dispute and Unifin desisted or withdrew its action against Minera William, the company was not condemned in the judgment. Procesadora de Minerales de Durango and Jorge Alberto Samaniego Mota were ordered to pay all the amounts claimed by Unifin. However, the judgment states that Minera William, Procesadora de Minerales de Durango, and Jorge Samaniego Mota are jointly and severally liable to Unifin. The Company believes the Judge should not have ruled on whether or not Minera William was jointly and severally liable. Moreover, the Judge did not assess Minera William’s arguments that it was not jointly and severally liable to Unifin. Minera William is appealing that ruling as it is clearly contrary to the settlement agreement between Unifin and Minera William. The Company currently believes that it is unlikely any future liability will arise from this judgement.
Employee Labor Claims
During the nine months ended September 30, 2024, 16 employees of some of the Company’s Mexican subsidiaries filed labor claims against the subsidiary companies claiming the companies had not compensated them properly for their termination. A severance accrual has been estimated and recorded in connection with these lawsuits for $230,000.
Supplier Lawsuits
During the nine months ended September 30, 2024, four suppliers of some of the Mexican subsidiaries filed lawsuits against the subsidiary companies for non-payment of services rendered. In total, the four suppliers are seeking approximately $214,000 and this amount is recorded in accounts payable as of September 30, 2024.
Item 1A. | Risk Factors |
The risk factors for the nine months ended September 30, 2024, are substantially the same as those set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023.
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
None.
Item 3. | Defaults Upon Senior Securities |
None.
Item 4. | Mine Safety Disclosures |
Not applicable.
Item 5. | Other Information |
Item 6. | Exhibits |
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32 | |
101.INS | Inline XBRL Instance Document* |
101.SCH | Inline XBRL Taxonomy Extension Schema Document* |
101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document* |
101.DEF | Inline XBRL Taxonomy Definition Document* |
101.LAB | Inline XBRL Taxonomy Label Linkbase Document* |
101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document* |
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) |
* Filed herewith
** Furnished herewith
# Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
+ Certain portions of this exhibit have been omitted pursuant to Regulation S-K, Item (601)(b)(10).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GOLDEN MINERALS COMPANY
Date: | November 19, 2024 | By: | /s/ Pablo Castaños |
Pablo Castaños | |||
President and Chief Executive Officer | |||
Date: | November 19, 2024 | By: | /s/ Joseph G. Dwyer |
Joseph G. Dwyer | |||
Senior Vice President and Chief Financial Officer | |||
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