-----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, CZQYywK+mRQ95wB2D4/Sb2LCbDH4XLOieE8oFCMjqf0hHxS+d/nEU2koEUIoi/GM UwRdIWNQQaftcXHEWBM8WA== 0001011034-10-000014.txt : 20100111 0001011034-10-000014.hdr.sgml : 20100111 20100111162003 ACCESSION NUMBER: 0001011034-10-000014 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: SGRF III Parallel I, LP CENTRAL INDEX KEY: 0001479199 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13627 FILM NUMBER: 10520481 BUSINESS ADDRESS: STREET 1: P O BOX 10795 LANDMARK SQUARE 1ST FLOOR STREET 2: 64 EARTH CLOSE W BAY BEACH S GEORGETOWN CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1007 BUSINESS PHONE: 345-946-0933 MAIL ADDRESS: STREET 1: P O BOX 10795 LANDMARK SQUARE 1ST FLOOR STREET 2: 64 EARTH CLOSE W BAY BEACH S GEORGETOWN CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1007 3 1 primary_doc.xml PRIMARY DOCUMENT X0203 3 2010-01-07 0 0001011509 Golden Minerals Co AUX 0001479199 SGRF III Parallel I, LP P O BOX 10795 LANDMARK SQUARE 1ST FLOOR 64 EARTH CLOSE W BAY BEACH S GEORGETOWN GRAND CAYMAN E9 KY1-1007 CAYMAN ISLANDS 0 0 0 1 controlled by 10% owner common stock 76550 D Pre-Emptive Option 7.06 2010-01-07 common stock D IPO Option common stock D 03/31/2010 or IPO Launch See 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 form3exhibitparalleligasrl.htm EXHIBIT TO FORM 3 FILING EXHIBIT TO FORM 3 FILING


EXHIBIT TO FORM 3 FILING

SRGF III PARALLEL I, L.P.



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” or the “Reporting Person”), and (iii) Sentient Executive GP III, Limited (“ Sentient Executive”).   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 Person was given a limited option to purchase sufficient shares (the “Pre-Emptive Shares”) of the common stock of the Issuer so that it would own 1.8034% 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 the IPO (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 Person 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 it a total of 1.8034% 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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