SOURCE: Golden Minerals Company

Golden Minerals Company

September 02, 2011 17:40 ET

Golden Minerals and ECU Silver Announce Closing of Business Combination

GOLDEN, CO and TORONTO--(Marketwire - Sep 2, 2011) - Golden Minerals Company (NYSE Amex: AUMN) (TSX: AUM) ("Golden Minerals") and ECU Silver Mining Inc. ("ECU") are pleased to announce the closing of their previously disclosed business combination by way of a court-approved plan of arrangement under the Business Corporations Act (Québec) (the "Arrangement").

Following the issuance on August 31, 2011 of a final order of the Superior Court of Québec approving the Arrangement, Golden Minerals and ECU today filed Articles of Arrangement to give effect to the Arrangement.

At closing, each ECU common share was exchanged for the right to receive 0.05 of a share of Golden Minerals common stock and $0.000394 in cash, and ECU became a wholly-owned subsidiary of Golden Minerals. In addition, new Golden Minerals options to purchase Golden Minerals common stock will be exchanged for all outstanding ECU options to purchase ECU common shares, and new Golden Minerals warrants to purchase Golden Minerals common stock will be exchanged for all outstanding ECU warrants to purchase ECU common shares. Former holders of ECU common shares and warrants can obtain replacement shares of Golden Minerals common stock and cash, or replacement Golden Minerals warrants, as applicable, by submitting the applicable letters of transmittal and the appropriate documents prescribed thereby to the depositary for the Arrangement, Computershare Investor Services Inc. The forms of the letters of transmittal are available under ECU's profile on the SEDAR website (www.sedar.com). Former holders of ECU options will receive replacement options directly from Golden Minerals.

The Golden Minerals common stock issued to former ECU shareholders in connection with the Arrangement is expected to begin trading on the NYSE Amex and the Toronto Stock Exchange ("TSX") on or about Tuesday, September 6, 2011. The Golden Minerals replacement warrants expiring on February 20, 2014 issued in connection with the Arrangement to former holders of ECU Warrants expiring on February 20, 2014 are expected to begin trading on the TSX on or about Wednesday, September 7, 2011. ECU's common shares and warrants will be delisted from the TSX.

Michael Mason, formerly on the Board of Directors of ECU Silver, has joined the board of Golden Minerals in connection with the Arrangement. Mr. Mason, who has more than 35 years experience in the minerals industry, is currently a director and President of MBMI Resources Inc., a nickel development company, and a director of Euromax Resources Ltd and Geovic Ltd. Steve Altmann, the former President of ECU who was expected to serve as President of Golden Minerals, has declined that position for personal reasons. Mr. Altmann has agreed to serve as a consultant to Golden Minerals for the remainder of 2011 in connection with transition and investor relations matters.

The Combined Company

The combination of Golden Minerals and ECU creates a company with a solid project pipeline, including the production and ramp-up stage Velardeña District project in Mexico, the evaluation stage El Quevar project in Argentina, the advanced exploration stage Zacatecas project in Mexico, two drill testing projects, one each in Peru and Argentina, and more than 40 reconnaissance/target delineation projects in Latin America.

The Velardeña District is comprised of two operating mines, with a 500 tonne per day oxide plant and a 300 tonne per day sulfide plant. An NI 43-101 Technical Report by Micon International for the Velardeña District dated January 20, 2009, demonstrated a measured and indicated resource of 3.9 million tonnes containing approximately 16 million ounces of silver, 26 million pounds of lead and 37 million pounds of zinc, and an inferred resource of an additional 26.5 million tonnes, containing approximately 135 million ounces of silver, 2 million ounces of gold, and 1 billion pounds each of lead and zinc. Golden Minerals expects to complete a new resource estimate for the Velardeña District in the fourth quarter of 2011.

Golden Minerals expects production at Velardeña to decline during the fourth quarter of 2011 while it completes additional mine development work designed to decrease dilution and improve the ore grade being sent to the mill. Golden Minerals anticipates that production will begin to increase in the first part of 2012, with Velardeña expected to begin generating positive cash flow during the third quarter of 2012, based on current metals prices. Golden Minerals is forecasting production for the fourth quarter of 2011 and 2012, as shown in the following table:

Q2 2011
(ECU Actual)
Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012
Production (payable metals)
Gold (oz) 1,653 1,000 1,600 2,500 3,800 4,300
Silver (oz) 86,591 41,700 72,500 119,500 184,700 214,300
Lead (lbs) 106,909 22,800 38,200 59,200 87,300 100,500
Zinc (lbs) 172,848 51,000 85,100 131,400 193,400 222,500

Expenditures at Velardeña for the advancement of feasibility work and for mine development and equipment are expected to total approximately $10 million through the end of 2011.

Golden Minerals plans to move forward with the evaluation of a new sulfide plant for Velardeña, which is expected to take at least three years for engineering, construction and ramp-up. The proposed 2,000 tonne per day plant would have an estimated annual production of approximately 4 million of ounces of silver, 80,000 ounces of gold, and 10 million pounds each of zinc and lead. Metallurgical studies are currently underway. Golden Minerals expects to complete a Preliminary Economic Assessment during the second quarter of 2012.

Cautionary Note to U.S. Investors concerning Estimates of Indicated and Inferred Resources

This press release uses the terms "indicated resources" and "inferred resources" which are defined in, and required to be disclosed by, NI 43-101. We advise U.S. investors that these terms are not recognized by the United States Securities and Exchange Commission (the "SEC"). The estimation of indicated resources involves greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable reserves. U.S. investors are cautioned not to assume that indicated mineral resources will be converted into reserves. The estimation of inferred resources involves far greater uncertainty as to their existence and economic viability than the estimation of other categories of resources. U.S. investors are cautioned not to assume that estimates of inferred mineral resources exist, are economically minable, or will be upgraded into measured or indicated mineral resources. Disclosure of "contained ounces" in a resource is permitted disclosure under Canadian regulations, however the SEC normally only permits issuers to report mineralization that does not constitute "reserves" by SEC standards as in place tonnage and grade without reference to unit measures. Accordingly, the information contained in this press release may not be comparable to similar information made public by U.S. companies that are not subject NI 43-101.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933 and Section 21E of the United States Securities Exchange Act of 1934 and applicable Canadian securities laws, including statements regarding the trading of Golden Minerals common stock and warrants issued upon consummation of the Arrangement, the delisting of ECU's shares and warrants from the TSX, increases or decreases in production and cash flow at the Velardeña project, the timing and amount of expenditures at the Velardeña project, the timing, scope and anticipated production from a new sulfide plan at the Velardeña project, and the timing of a Preliminary Economic Assessment. These statements are subject to risks and uncertainties, including fluctuations in the price of silver and other metals, increases in cash operating costs, problems or delays in engineering, construction or startup of the anticipated sulfide plant and unexpected variations in ore grade and metallurgy. The forward-looking statements and information contained in this press release are made as of the date hereof and Golden Minerals undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless expressly required by applicable securities laws. Additional risks relating to Golden Minerals may be found in the periodic and current reports filed with the Securities Exchange Commission by Golden Minerals, including its Annual Report on Form 10-K for the year ended December 31, 2010.

The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this press release.