-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SeQpgI0NWWAJbkbqueyN4V9sHgkTHOW5ihmEsKLlSKkf0I29ft7AXzAnixtaqnsV 7pnXjnfQh4NByiEoxI3e9g== 0001011034-10-000013.txt : 20100111 0001011034-10-000013.hdr.sgml : 20100111 20100111160853 ACCESSION NUMBER: 0001011034-10-000013 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100107 FILED AS OF DATE: 20100111 DATE AS OF CHANGE: 20100111 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Golden Minerals Co CENTRAL INDEX KEY: 0001011509 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 841363747 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 350 INDIANA STREET, SUITE 800 CITY: GOLDEN STATE: CO ZIP: 80401 BUSINESS PHONE: 3038395060 MAIL ADDRESS: STREET 1: 350 INDIANA STREET, SUITE 800 CITY: GOLDEN STATE: CO ZIP: 80401 FORMER COMPANY: FORMER CONFORMED NAME: APEX SILVER MINES LTD DATE OF NAME CHANGE: 19970825 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SENTIENT EXECUTIVE GP III, LTD CENTRAL INDEX KEY: 0001445132 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13627 FILM NUMBER: 10520363 BUSINESS ADDRESS: STREET 1: P O BOX 10795 STREET 2: HARBOUR CENTER CITY: GEORGETOWN STATE: E9 ZIP: KY1-1007 BUSINESS PHONE: 809-345-9460933 MAIL ADDRESS: STREET 1: P O BOX 10795 STREET 2: HARBOUR CENTER CITY: GEORGETOWN STATE: E9 ZIP: KY1-1007 3 1 primary_doc.xml PRIMARY DOCUMENT X0203 3 2010-01-07 0 0001011509 Golden Minerals Co AUM 0001445132 SENTIENT EXECUTIVE GP III, LTD P O BOX 10795 HARBOUR CENTER GEORGETOWN E9 KY1-1007 CAYMAN ISLANDS 0 0 1 0 Common Stock 844694 D Pre-Emptive Option 7.06 2010-01-07 common stock D IPO Option common stock D 03/31/2010 or IPO launch See attached exhibit Canadian Post IPO Reporting Person has been granted options to purchase additional shares to maintain its 19.9% ownership interest following the IPO and the sale of additional shares pursuant to the underwriter's over-allotment option. IPO Price /s/ Gregory Link, Director 2010-01-07 EX-99 2 form3exhibitsentexecgasrl.htm EXHIBIT TO FORM 3 FILING EXHIBIT TO FORM 3 FILING


EXHIBIT TO FORM 3 FILING

SENTIENT EXECUTIVE GP III, LIMITED



This Statement of Beneficial Ownership of Securities is being filed by (i) Sentient Global Resources Fund III, L.P. (“Fund III”),  (ii) SRGF III Parallel I, LP (“Parallel I”), and (iii) Sentient Executive GP III, Limited (“ Sentient Executive”) (the foregoing are collectively referred to herein as the “Reporting Persons”).   Sentient Executive is the general partner of the general partner of Fund III and Parallel I and makes the investment decisions for those entities.

Explanation of Responses to Form 3:

Limited Option to Purchase Pre-Emptive Shares.  Under a Common Stock Purchase Agreement, dated December 29, 2009 (the “Purchase Agreement”) the Reporting Persons were given a limited option to purchase sufficient shares (the “Pre-Emptive Shares”) of the common stock of the Issuer so that they would own 19.90% of the authorized, issued and outstanding shares of common stock (excluding 255,000 shares which are outstanding but which are subject to forfeiture restrictions) prior to the closing of the initial public offering by the Issuer (the “IPO”). This option expires on the earlier of (i) March 31, 2010 or, (ii) the date that the Issuer launches its public offering (a registration statement has been filed with the Securities and Exchange Commission, but has not yet been declared effective and the Company has also filed a long form prospectus in Canada).


If the option to purchase is exercised the purchase price of any Pre-Emptive Shares is C$7.06 per share.  


Option to Purchase IPO Shares and Over-Allotment Shares. The Purchase Agreement also gives the Reporting Persons the option to purchase additional shares if the Issuer closes the IPO, including any additional shares issued to the underwriters to cover over-allotments.  The option may be exercised in whole or in part. If exercised in full, the number of shares that may be purchased by the Reporting Person will equal the number needed to give them a total of 19.90% of the total number of shares of common stock of the Issuer that will be outstanding as of the closing of the purchase (excluding 255,000 shares which are outstanding but which are subject to forfeiture restrictions).





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