Value Microcaps Junior Miners

[basserdan]

<<<AUMN filed to sell 4million shares of stock for shareholders ???>>>

That same assertion was posted yezzer on another board and, imo, appears to be misleading according to this response from a AUMN share holder @ SH.


Re: AUM Annual Report- this doesn't mean any will be sold

by GWR1
posted on Mar 09, 12 03:29AM

This is an S3 filing which as stated below was agreed to at the time of the private placement last fall 2011. This is like a shelf filing and lays out the offering particulars if the offering party chooses to sell shares. It does not mean shares will be sold, only makes it easier to sell stock for Sentient, a 19.9% shareholder of Golden Minerals. See a section from the filing document below. When you are an insider with a large position like Sentient the rules are somewhat different. This filing was a condition of the private placement last fall. We must keep in mind that most here don't have much experience with US securities guidelines and they are different than in Canada.
From filing:

On October 7, 2011 we sold in a private placement to the Selling Stockholders, each a fund managed by The Sentient Group, an independent private equity firm in the global resources industry, an aggregate of 4,118,150 shares of our common stock at an offering price of $7.44 per share. The private placement was made pursuant to a Subscription Agreement, dated October 7, 2011, between Golden Minerals Company and the Selling Stockholders (the "Subscription Agreement"). Following the private placement, the Selling Stockholders owned approximately 19.9% of our outstanding common stock (excluding restricted stock held by our employees).

Pursuant to a Registration Rights Agreement entered into in connection with the Subscription Agreement, we agreed to register with the Securities and Exchange Commission (the "SEC") the resale of the common stock purchased by the Selling Stockholders. Therefore, we have prepared and filed this prospectus for the purpose of any such resale by the Selling Stockholders. We cannot estimate the number of shares of common stock that will be held by the Selling Stockholders upon termination of the offering since it is possible that they may not sell any of the shares covered by this prospectus or may acquire or dispose of shares of our common stock not included in this prospectus. See "Plan of Distribution." We do not know when or whether, or at what price, any or all of these shares may be sold.

The Registration Rights Agreement requires that we register, under applicable securities laws, the possible resale by the Selling Stockholders of the 4,118,150 shares of common stock acquired by the Selling Stockholders pursuant to the Subscription Agreement. Therefore, we have prepared and filed this prospectus. However, we do not know when or whether any or all of these shares may be sold. We will receive no proceeds from the sale of shares included in this prospectus. We will pay the registration, filing, listing and printing fees, and our legal and accounting expenses in connection with this offering. We have agreed to maintain the effectiveness of this registration statement until the earlier of (i) the first date on which all of the shares covered by this prospectus are sold pursuant to an effective registration statement registering such securities for resale, or (ii) the first date on which the shares covered by this prospectus may be sold pursuant to Rule 144 without being subject to the volume restrictions set forth in Rule 144(e) under the Securities Act of 1933, as amended (the "Securities Act").

The Selling Stockholders and their successors, which term includes their transferees, pledgees or donees or their successors, may sell the common stock directly to one or more purchasers (including pledgees) or through brokers, dealers or underwriters who may act solely as agents or may acquire common stock as principals, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The Selling Stockholders may effect the distribution of the common stock in one or more of the following methods:

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