Golden Minerals

[value1008]

Hi MWM, the last paragraph of this news release gives the new updated count:
shares outstanding = 31.2M
fully diluted shares = 34.2M


Golden Minerals Company and ECU Silver Mining Inc. Announce Merger of Equals Creating a New Growing Silver Mining Company

http://finance.yahoo.com/news/Golden-Minerals-Company-and-iw-2448467955.html?x=0&.v=1

GOLDEN, COLORADO and TORONTO--(Marketwire - 06/24/11) - Golden Minerals Company (AMEX:AUMN - News) (TSX:AUM - News) ("Golden Minerals") and ECU Silver Mining Inc. (TSX:ECU - News) ("ECU") are pleased to announce that they have entered into a definitive agreement to combine the two companies creating a new leading junior silver mining company with a portfolio of growth projects, primarily in Mexico and Argentina. The combined company will retain the Golden Minerals name and remain headquartered in Golden, Colorado. The combination of Golden Minerals and ECU (the "Transaction"), which represents a merger of equals, has been unanimously agreed to by the boards of directors of Golden Minerals and ECU, and both boards of directors will be recommending that their respective shareholders vote in favor of the proposed Transaction.

Under the terms of the Transaction, which will be structured as a plan of arrangement (the "Arrangement") under the Québec Business Corporations Act, each ECU share will be exchanged for 0.05 Golden Minerals shares and $0.000394 in cash. Upon completion of the Transaction, existing Golden Minerals shareholders and ECU shareholders will own approximately 49% and 51%, respectively, of the outstanding common stock of the combined company.

The Sentient Group, one of Golden Minerals' largest stockholders with approximately a 19% ownership stake, has indicated to Golden Minerals that it supports and intends to vote in favor of the proposed Transaction. Sentient has also expressed an interest in investing further capital in the combined company to retain its current proportionate ownership, although no agreement has been reached.

Highlights of the Transaction:
•Creates a new leading junior silver mining company with an attractive portfolio of assets consisting of the silver mining operations in the Velardeña mining district, Durango, Mexico; the El Quevar advanced exploration project in the Salta Province, Argentina; the advanced exploration-stage Zacatecas project in Zacatecas, Mexico; a number of drill testing projects in Peru (Cochabamba, Jehuamarca), Mexico (La Pinta), and Argentina (Atlas); and a large portfolio of approximately 40 exploration properties in the reconnaissance/target delineation stage located primarily in South America
•Creates a combined company with greater scale, financial strength and an enhanced capital markets profile
•The combined company will have sufficient cash to advance expansion plans at Velardeña and the continued development of El Quevar
•Combined basic market capitalization of over $600 million, based on current prices, with an expected increased liquidity profile on both NYSE Amex and the TSX
•Improved access to global capital markets to assist future growth efforts
•Potential expansion of broker research coverage
•Combines complementary management teams with proven track records of success to enhance and expand existing portfolio of assets
•Golden Minerals' management team, with its strong expertise and proven track record in mine building and operations, to focus on optimization and potential expansion of Velardeña mining operations
•ECU's exploration expertise to further enhance exploration efforts at El Quevar, Zacatecas and other drill testing projects across South America
•Large portfolio of projects combined with enhanced scale and broader reach to create opportunities for growth in existing and new jurisdictions
•Increased leverage to precious metals with significant base metals credits
•Combined Measured and Indicated resources of approximately 25 million ounces silver, 26 million pounds lead and 37 million pounds zinc
•Combined Inferred resources of approximately 187 million ounces silver, 2 million ounces gold, 1 billion pounds lead and 1 billion pounds zinc
•Opportunities to expand current resource base in Mexico, Argentina and Peru

Jeffrey Clevenger, President and CEO of Golden Minerals, stated "The combination of Golden Minerals and ECU presents a unique opportunity for the shareholders of both companies to participate in the creation of a new silver mining company with an attractive pipeline for further growth. It accelerates our combined corporate growth plans utilizing Golden Minerals' operating experience and ECU's strong record of exploration excellence and discovery. We will continue to grow the combined company with discipline, and use our financial strength with a view to creating future value for all of our shareholders."

Michel Roy, Chairman and CEO of ECU, stated "This combination represents a true merger of equals and provides the shareholders of both companies an opportunity to participate in a uniquely positioned silver mining company. Golden Minerals' and ECU's asset portfolios and management teams are highly complementary and provide both companies with increased opportunities to leverage the extensive, highly prospective projects in Mexico, Argentina and Peru."

Transaction Details -- The proposed business combination between Golden Minerals and ECU is expected to be completed by way of a court-approved plan of arrangement and will be subject to the approval of holders of not less than 66 2/3% of votes cast by holders of ECU common shares and by holders of not less than 66 2/3% of votes cast by holders of ECU common shares and ECU's outstanding options, warrants and convertible securities voting together with ECU common shares as a single class. In addition, a majority of the common stockholders of Golden Minerals must approve the issuance of the Golden Minerals common stock to be issued in the Transaction. Full details of the Transaction will be included in the ECU management information circular and the Golden Minerals proxy statement, both of which are expected to be mailed to their respective shareholders in July 2011.

Under the terms of the business combination, shareholders of ECU will receive 0.05 common shares of Golden Minerals (the "Exchange Ratio") and $0.000394 in cash (approximately $125,000 in the aggregate) for each share of ECU held. All of ECU's unexercised options and warrants will be exchanged for Golden Minerals options and warrants, respectively, with the number and exercise prices of such options and warrants to be adjusted based on the Exchange Ratio.

Based on Golden Minerals' last closing stock price, the Exchange Ratio represents a premium of approximately 7% to the 20 (trading) day volume weighted average trading price for ECU. The Exchange Ratio represents an "at-market" transaction based on a 20 (trading) day volume weighted average trading price of each of ECU's common shares and Golden Minerals' common stock.

Upon completion of the Transaction, the combined company will have approximately 31.2 million shares outstanding (34.2 million on a fully-diluted basis) and Golden Minerals shareholders and ECU shareholders will hold, on a fully diluted basis, approximately 45% and 55% of the combined entity, respectively.