Below is a paste of our MD&A posted yesterday on Sedar. It says that the San Mateo ramp has 1.5 of 1.9 kilometers complete and will be done in Q3. It also says that they expect to lose $1 million on the mine operation at $30 silver and $1600 gold and using a little math total company loss is predicted to be $19.5 million in 2013.

ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements

and related notes beginning on page F-1 in this annual report on Form 10-K. This discussion and analysis contains forward-looking statements that

involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a

result of many factors, including those set forth under "Risk Factors" in this annual report on Form 10-K.

Our Company

We were incorporated in Delaware under the Delaware General Corporation Law in March 2009, and are the successor to Apex Silver for

purposes of reporting under the U.S. Exchange Act. During the year ended December 31, 2012, our only sources of income were revenues from

various products produced at the Velardeña Operations, royalty and interest income, and sales of non-core exploration properties. We incurred net

operating losses for the years ended December 31, 2012, 2011, and 2010. We expect to report increased revenues from the Velardeña Operations

during 2013 as a result of increased production rates and improved ore grades.

2012 Highlights

During the year ended December 31, 2012 we focused our efforts primarily on production and operational improvements at our Velardeña

Operations, advancing our El Quevar project, continued rationalization of our exploration portfolio and raising additional capital through equity

financing. An overview of certain significant 2012 events is provided below:

Velardeña Operations

•

Production and Operating Improvements. In 2012 the Velardeña Operations had payable metals production totaling approximately

457,000 ounces of silver and 6,450 ounces of gold for a total of approximately 780,000 silver equivalent ounces. The average quarterly

production of silver equivalent ounces at the Velardeña Operations in 2012 was about 60% greater than the approximately 122,000 silver

equivalent ounces for silver and gold reported for the second quarter 2011, the final reporting period prior to the Company's acquisition

of the Velardeña Operations in September 2011. Additionally, during 2012 the Company produced approximately 1.0 million pounds of

payable lead and 1.4 million pounds of payable zinc.

Production increased during the third quarter 2012 principally due to the employment of additional mining equipment, the arrival of the

underground mining equipment, increased grades resulting from improved ore control procedures in the mine and some ore production

from newly developed and non-exploited stopes. Comparing silver and gold grades in mined material from the fourth quarter 2012 to the

first quarter 2012, we improved silver grades by approximately 45%, and gold grades by approximately 5%. We experienced lower gold

recoveries in the fourth quarter 2012 due to different metallurgy in some newly developed ore areas. As such, gold production during the

fourth quarter 2012 was negatively impacted.

We have completed about 1.5 kilometers of the planned 1.9 kilometers San Mateo ramp, which has permitted us to access the Terneras

and San Mateo vein systems at the Velardeña mine. When completed, anticipated in the third quarter 2013, the San Mateo ramp will

provide improved access to the lower workings of the Santa Juana vein system, which has the largest number of vein units and slightly

higher grade than the Chicago and San Juanes mining areas, where about 50% of our mining was done in 2012.

44

We also made significant processing improvements in the oxide and sulfide plants in 2012, including installation of a new flotation

circuit at the oxide plant, which we are now using ahead of the leach circuit to produce a high grade silver lead concentrate that is sold

with the lead concentrates produced at the sulfide plant. We also doubled the capacity of the Merrill Crowe circuit at the oxide plant. We

processed an average of approximately 500 tonnes per day through the plants in 2012 and expect to process an average of from 500 to

600 tonnes per day in 2013. We are also testing other technologies, including an Albion oxidation process to improve gold recoveries.

•

Updated estimate of mineralized material. During the second quarter 2012, Chlumsky, Armburst and Meyer ("CAM") completed an

estimate of mineralized material at the Velardeña Operations. According to the CAM estimate, there are an estimated 2,300,000 tonnes of

mineralized material at an average silver grade of approximately 195 grams per tonne and an average gold grade of approximately 3.46

grams per tonne. For further detail

regarding mineralized material, see "Cautionary Statement Regarding Mineralized Material" above.

El Quevar

•

Advancement. In late 2012 and early 2013, we commenced a 2,400 meter, 16-hole drilling program at the Quevar North and South areas

at El Quevar. Results may represent a significant extension of the previously defined Yaxtché deposit and a mineralized zone at Quevar

North similar in structural control to the Yaxtché zone.

•

Updated estimate of mineralized material. During the second quarter 2012, RungePincockMinarco (formerly Pincock Allen & Holt)

completed an updated estimate of mineralized material at the El Quevar project. According to this estimate, there are an estimated

6,024,000 tonnes of mineralized material at an average silver grade of approximately 147.5 grams per tonne. For further detail regarding

mineralized material, see

"Cautionary Statement Regarding Mineralized Material" above.

Exploration Portfolio Rationalization

• We have made significant progress with our ongoing strategy to rationalize our portfolio of exploration properties, realizing in 2012 and

the first quarter 2013, exploration property sales totaling approximately $9.0 million. We also have relinquished properties no longer of

interest, and have reduced our portfolio of about 80 properties containing about 730,000 hectares to about 40 properties containing about

320,000 hectares. Since 2011, we have reduced ongoing annual expenditures for the exploration program by approximately 75 percent.

Financing Activity

• In the third quarter 2012, we completed an underwritten registered offering of 5,497,504 units and concurrent private

placement to The

Sentient Group ("Sentient") of 1,365,794 units, for total net proceeds of $36.9 million. Each unit was comprised of one share of the

Company's common stock and a five year warrant to purchase 0.50 of a share of the Company's common stock at an exercise price of

$8.42 per share. Sentient, the Company's largest stockholder, continues to hold approximately 19.9% of the Company's outstanding

common stock.

Results of Operations

For the results of operations discussed below, we compare the results of operations for the year ended December 31, 2012 to the results of

operations for the years ended December 31, 2011, and December 31, 2010.

45

Revenue from the sale of metals.

We recorded $26.1 million of revenue for the year ended December 31, 2012, all from the sale of products

produced at our Velardeña Operations in Mexico. We had no operations prior to the acquisition of the Velardeña Operations during September 2011;

consequently we recorded $1.8 million of revenue for the period ended September through December 31, 2011, and no revenue for the year ended

December 31, 2010.

Management Service Fees.

Effective June 30, 2010, we terminated the San Cristóbal Management Services Agreement with Sumitomo

Corporation. Consequently we recorded no management services fees for the years ended December 31, 2012 and 2011. For the year ended

December 31, 2010, we recorded $11.2 million of management service fees comprised of $5.5 million of fees, a $4.3 million early termination payment,

and $1.4 million for reimbursed withholding taxes.

Costs of metals sold.

We recorded $33.4 million of costs applicable to sales for the year ended December 31, 2012, all from the sale of products

produced at our Velardeña Operations in Mexico. We had no operations prior to the acquisition of the Velardeña Operations during September 2011;

consequently we recorded $6.1 million of costs applicable to sales for the period September through December 31, 2011, and no costs of metals sold

were recorded for the year ended December 31, 2010. Included in costs of metals sold were $2.7 million and $3.8 million of write downs of finished

goods inventory to estimated net realizable value for the periods ended December 31, 2012 and 2011, respectively.

Costs of services.

As a result of the June 30, 2010 termination of the San Cristóbal Management Services Agreement with Sumitomo

Corporation, we recorded no costs of services for the years ended December 31, 2012 and 2011. For the year ended December 31, 2010 we recorded

$2.6 million of costs of services comprised of reimbursed direct administrative expenses incurred by us related to the Management Services Agreement.

Exploration Expense.

Our exploration expense, including property holding costs and allocated administrative expenses, totaled $7.0 million for

the year ended December 31, 2012, as compared to $17.8 and $13.4 million for the years ended December 31, 2011 and 2010, respectively. Exploration

expense for all three years was incurred primarily in Mexico, Peru, and Argentina (excluding amounts spent on the Yaxtché deposit at the El Quevar

project) and includes property holding costs and costs incurred by our local exploration offices. The decrease in exploration expenses for the year ended

December 31, 2012 as compared to the years ended December 31, 2011 and 2010 is the result of our reduced spending on exploration as we attempt to

rationalize and monetize our exploration portfolio. Exploration expense during 2011 was higher than 2010 due to increased drilling activity at advanced

stage exploration projects, primarily in Mexico and Peru.

Velardeña Project and Development Expense.

During the year ended December 31, 2012 we incurred $7.9 million of expenses related to our

Velardeña Operations in Mexico, primarily related to development of the San Mateo drift, other mine development, and engineering work. In addition to

amounts expensed during the year ended December 31, 2012, we incurred capital expenditures of approximately $9.5 million for plant construction,

mining and other equipment and had outstanding approximately $0.1 million of advance payments to equipment manufacturers at December 31, 2012.

During the year ended December 31, 2011, following the purchase of the Velardeña Operations during September 2011, we incurred $0.6 million of

expenses related to the expansion project at our Velardeña Operations in Mexico, primarily related to development of the San Mateo drift and

engineering work. In addition to amounts expensed during 2011, we incurred capital expenditures of approximately $2.7 million for mining and

other

equipment and had outstanding approximately $1.3 million of advance payments to equipment manufacturers at December 31, 2011. The Velardeña

Operations were acquired during September 2011; consequently, there were no Velardeña project expenses recorded for the year ended December 31,

2010.

46

El Quevar Project Expense.

During the year ended December 31, 2012 we incurred $5.1 million of expenses primarily related to furthering our

evaluation of the Yaxtché deposit at our El Quevar project in Argentina. During the year ended December 31, 2011, we incurred $27.4 million of

expenses related to project work at El Quevar, primarily related to development of the exploration drift, drilling and engineering work. We incurred

capital expenditures of approximately $5.6 million for mining and other equipment and had outstanding approximately $0.3 million of advance

payments to equipment manufacturers at December 31, 2011. During the year ended December 31, 2010, we incurred $15.8 million of expenses related

to project work at El Quevar, primarily related to development of the exploration drift, drilling and engineering work and we also purchased

approximately $3.8 million of mining equipment and had outstanding approximately $0.9 million of advance payments to equipment manufacturers at

December 31, 2010. The decrease in El Quevar Project Expense during 2012 is the result of a shift in emphasis to the development and operations of

our Velardeña Operations in Mexico. For all three years, costs incurred for work performed outside of the Yaxtché deposit are included in "

Exploration

Expense

" discussed above.

Administrative Expense.

Administrative expenses totaled $7.1 million for the year ended December 31, 2012 compared to $8.7 and $8.6 million

for the years ended December 31, 2011 and 2010, respectively. Administrative expenses, including costs associated with being a public company, are

incurred primarily by our corporate activities in support of the Velardeña Operations, El Quevar project work, and our exploration portfolio. The

$7.1 million of administrative expenses we incurred during 2012 is comprised of $2.9 million of employee compensation and directors' fees,

$1.7 million of professional fees, $0.4 million of travel expenses and $2.1 million of insurance, rents, utilities and other office costs. The $8.7 million of

administrative expenses we incurred during 2011 is comprised of $3.1 million of employee compensation, $2.6 million of professional fees,

$0.4 million of travel expenses and $2.6 million of insurance, rents, utilities and other office costs. During 2010 we incurred $8.6 million of

administrative expenses, which were comprised of $4.2 million of employee compensation, $2.0 million of professional fees, $0.6 million of travel

expenses and $1.8 million of insurance, rents, utilities and other office costs.

Severance and acquisition related costs.

During the year ended December 31, 2011 we incurred $7.2 million of costs associated with the

acquisition of our Velardeña Operations, including banker, legal, accounting and other professional fees, as well as severance related costs for several

executives of ECU. We incurred no such costs during 2012 or 2010.

Stock based compensation.

During the year ended December 31, 2012 we incurred expense related to stock based compensation in the amount of

$2.6 million compared to $5.5 million and $3.2 million for the years ended December 31, 2011 and 2010, respectively. Stock based compensation was

higher in 2011 compared to the previous year and the current year due to the accelerated vesting of stock grants at the completion of the acquisition of

the Velardeña Operations, which resulted in a change of control of Golden Minerals. Stock based compensation varies from period to period depending

on the number and timing of shares granted, the type of grant, the market value of the shares on the date of grant and other variables.

Reclamation Expense.

During the year ended December 31, 2012 we incurred $0.2 million of reclamation expense, which included $0.1 million

of reclamation costs related to the accretion of an asset retirement obligation at the Velardeña Operations and actual reclamation expenses of $0.1 million

incurred at the El Quevar project. During 2012 we completed a revised closure plan for our Velardeña Operations and recorded a reduction of the

accretion of the asset retirement

obligation of approximately $0.1 million which was netted against the expense for the period. During the year ended

December 31, 2011 we incurred $0.2 million of reclamation costs

related to activity at El Quevar and the accretion of an asset retirement obligation at the

Velardeña Operations. We incurred no reclamation expenses for the year ended December 31, 2010.

47

(Impairment) reversal of impairment of long lived assets and goodwill.

At December 31, 2012 we recorded a goodwill impairment of

$58.5 million, reducing goodwill carrying value from $70.2 million to $11.7 million. We assess the recoverability of our long lived assets, including

goodwill, whenever events or changes in circumstances indicate that the carrying value of the assets may be impaired. In the year since the completion

of the acquisition of the Velardeña Operations forecasted future gold and silver prices have decreased by approximately 20% and certain assumptions

related to the long term operating plan for the Velardeña Operations have changed. As a result of these changes we completed an impairment analysis of

the goodwill carrying value, which indicated that goodwill was impaired. No impairments were recorded during the year ended December 31, 2011.

During the year ended December 31, 2010 we recorded a net write-up in the carrying value of long lived assets of $0.9 million related to a previously

recorded impairment charge recorded in 2009 of $1.7 million on our held for sale Paca Pulacayo property. During January 2011 the sale of the Paca

Pulacayo property was completed and a gain of $0.4 million was recorded in

Other Operating Income, Net. Also, during 2010 we sold an airplane we

owned after recording a $0.1 million impairment charge included in the 2010 amount.

Other Operating Income, Net.

We recorded other operating income of $2.5 million for the year ended December 31, 2012 compared to $0.7 and

$0.3 million for the years ended December 31, 2011 and 2010, respectively. The net amounts for the three years consist primarily of net gains recorded

on the sales of certain fixed assets and non strategic exploration properties. The increase in other operating income for 2012 as compared to 2011 and

2010 is the result of our efforts to monetize certain of our non strategic mineral properties primarily in Mexico and Peru. We will continue our efforts to

monetize certain of our non strategic mineral properties during 2013.

Depreciation, depletion and amortization.

During the year ended December 31, 2012 we incurred depreciation, depletion and amortization

expense of $10.0 million compared to $2.8 and $1.1 million for the years ended December 31, 2011 and 2010, respectively. Depreciation, depletion and

amortization includes a

$0.8 million and a $0.6 million write down of finished goods inventory to estimated net realizable value at December 31, 2012

and 2011, respectively. Depreciation, depletion and amortization expense increased beginning in September 2011 as a result of the acquisition of the

Velardeña Operations which resulted in a significant increase in property, plant and equipment.

Interest and Other Income.

During the year ended December 31, 2012 we recorded approximately $2.5 million of interest and other income

comprised of a $1.8 million gain on the sale of the Platosa net smelter royalty to Excellon, a $0.6 million reduction of a loss contingency liability and

$0.1 million of income from tolling agreements at our Velardeña Operations. We recorded interest and other income of $11.6 and $0.2 million for the

years ended December 31, 2011 and 2010, respectively. The 2011 amount includes approximately $11.3 million of net proceeds received from the

settlement of an arbitration claim partially offset by a net $0.1 million loss related to the sale of available for sale investments. The 2010 amount is

primarily related to interest earned on cash and investments.

Royalty Income.

During the year ended December 31, 2012 we recorded royalty income of approximately $0.4 million compared to

approximately $0.4 million and $0.3 million recorded during the years ended December 31, 2011 and 2010, respectively. The royalty income is all

related to Excellon's Platosa mine in Mexico, on which we retained a net smelter return royalty. We sold the net smelter royalty to Excellon during the

second quarter 2012. Prior to our sale of the royalty, our royalty income varied from period to period depending on production from the mine. At

December 31, 2012 we have no other sources of royalty income.

Interest and Other Expense.

During the year ended December 31, 2012, we recorded interest and other expense of $0.3 million comprised of

$0.2 million related to interest incurred on a value added tax audit in Mexico and $0.1 million related to losses on investments. During the year ended

December 31, 2011, we recorded interest and other expense of $1.3 million which included $0.9 million

48

of interest expense and $0.3 million of losses on investments. We had no interest and other expense for the year ended December 31, 2010.

Gain (Loss) on Foreign Currency.

We recorded $0.5 million of foreign currency gain for the year ended December 31, 2012, compared to

losses of $1.5 million and $0.1 million for the years ended December 31, 2011 and 2010. Foreign currency gains and losses are primarily related to the

effect of currency fluctuations on monetary assets net of liabilities held by our foreign subsidiaries that are denominated in currencies other than US

dollars. Such foreign currency denominated monetary assets and liabilities have increased with the acquisition of the Velardeña Operations. The 2012

gain is primarily related to net operating loss carry forwards in Mexico. The 2011 loss was primarily related to the convertible note received from ECU

and net operating loss carry forwards in Mexico.

Gain (Loss) on Extinguishment of Debt.

For the year ended December 31, 2011 we recorded $0.5 million for the extinguishment of debt. The

amount was associated with an early termination fee related to a debt obligation acquired in the ECU acquisition. The debt obligation was fully repaid by

the end of 2011. We had no such gains or losses for 2012 or 2010.

Income Taxes.

Our income tax benefit for the years ended December 31, 2012 and 2011 was $8.0 million and $2.1 million, respectively. The

amounts are primarily related to an increase in net operating losses and the amortization of the mineral resource at our Velardeña Operations in Mexico.

Our income tax provisions of $1.4 million for the year ended December 31, 2010, consisted primarily of withholding taxes either accrued or paid to

Bolivia in connection with management services provided to the San Cristóbal mine.

Liquidity and Capital Resources

At December 31, 2012 our aggregate cash and short-term investments totaled $44.6 million and, based on the assumptions described below, we

expect to have a cash balance of approximately $24.0 million at December 31, 2013. In February 2013 we completed the sale of certain Peruvian

exploration properties to a third party for net proceeds of $3.5 million. We anticipate completing approximately $1.0 million in additional exploration

property sales during 2013. We expect to have sufficient funding to continue our long-term business strategy through 2013.

Our cash and short-term investment balance at December 31, 2012 of $44.6 million is $4.0 million lower than the $48.6 million in similar assets

held at December 31, 2011 due primarily to $17.4 million in Velardeña Operations capital and development expenditures; $7.4 million in operating

losses at the Velardeña Operations; $7.0 million in exploration expenditures; $7.1 million on general and administrative activities; $5.1 million on the El

Quevar project; and $2.0 million in additional working capital, primarily related to increased inventories and receivables associated with the Velardeña

Operations; nearly completely offset by total net proceeds of $36.9 million from the sale of our shares and warrants through an underwritten registered

offering and concurrent private placement and $5.1 million in proceeds from the sale of non strategic property interests and royalty payments.

Assuming metals prices of $30.00 per ounce of silver and $1,600.00 per ounce of gold, we expect to generate in 2013 a negative $1.0 million

gross margin at the Velardeña Operations, which we define as revenue from the sale of metals less costs applicable to the sale of metals (exclusive of

depreciation and development costs). With the cash and investment balance at December 31, 2012 of $44.6 million, the negative $1.0 million gross

margin the Velardeña Operations and the anticipated proceeds of $4.5 million from the sale of certain exploration properties, we plan to spend the

following amounts during 2013 pursuant to our long-term business strategy:

1. Approximately $7.5 million on capital, project and development costs related to the continued development of the San Mateo ramp and

other mine

development and capital expenditures

49

intended to increase the capacity and productivity of the Velardeña Operations and plant facilities;

2. Approximately $3.5 million at the El Quevar project to fund a small exploration drilling program completed in the first quarter of 2013,

maintenance

activities, property holding costs, and the continuation of project evaluation costs;

3. Approximately $5.0 million on other exploration activities and property holding costs related to our portfolio of exploration properties

located

primarily in Mexico as we continue strategies to monetize portions of our exploration portfolio; and

4. Approximately $7.0 million on general and administrative costs and $1.0 million on other working capital.

The actual amount that we spend through year-end 2013 and the projected year-end cash and investment balance may vary significantly from the

amounts specified above and will depend on a number of factors, including metals prices, the results of continuing operations and development work at

the Velardeña Operations, the results of continued project assessment work at El Quevar and other exploration properties, the success of our efforts to

obtain a partner for our El Quevar project, and whether we are able to monetize additional portions of our exploration portfolio. There can be no

assurance that the current expenditures planned for the Velardeña Operations will result in the anticipated amounts of silver and gold production. A

$2.50 average change in the price of silver during 2013 would result in a $2.0 million change in expected cash flow during the period while a $250.00

average change in the price of gold during 2013 would result in a $1.2 million change in expected cash flow during the period. If our metals production

is less than anticipated, or metals prices decline from the levels noted previously, we will likely end the year 2013 with a lower cash and investment

balance than the approximately $24.0 million currently expected.

Critical Accounting Policies and Estimates

The selection and application of accounting policies is an important process that has developed as our business activities have evolved and as the

accounting rules have changed. Accounting rules generally do not involve a selection among alternatives, but involve an implementation and

interpretation of existing rules, and the use of judgment, to the specific set of circumstances existing in our business. Discussed below are the

accounting policies that we believe are critical to our financial statements due to the degree of

uncertainty regarding the estimates or assumptions

involved and the magnitude of the asset, liability, revenue or expense being reported.

Mineral Reserves

When and if we determine that a mineral property has proven and probable reserves, subsequent development costs are capitalized to

mineral

properties. When mineral properties are developed and operations commence, capitalized costs are charged to operations using the units-of-production

method over proven and probable reserves. "Mineralized material" as used in this annual report, although permissible under SEC's Guide 7, does not

indicate "reserves" by SEC standards, and therefore all development costs incurred by us are expensed when incurred. The Company cannot be certain

that any part of the deposits at the Velardeña Operations or the Yaxtché deposit will ever be confirmed or converted into SEC Industry Guide 7

compliant "reserves".

Asset Retirement Obligations

We record asset retirement obligations in accordance with Auditing Standards Codification ("ASC") 410, "Asset Retirement and Environmental

Obligations" ("ASC 410"), which establishes a uniform methodology for accounting for estimated reclamation and abandonment costs. According to

50

ASC 410, the fair value of a liability for an asset retirement obligation ("ARO") is recognized in the period in which it is incurred if a reasonable

estimate of fair value can be made. An offsetting asset retirement cost is capitalized as part of the carrying value of the assets with which it is associated,

and depreciated over the useful life of the asset. During 2012, a third party engineering firm completed a detailed closure plan for our Velardeña

Operations which resulted in a reduction to the original ARO estimate, recorded in conjunction with the acquisition of the Velardeña Operations, of

approximately $1.7 million (see Note 11 to the accompanying consolidated financial statements).

Deferred Taxes

Our deferred tax liability is primarily related to the acquisition of our Velardeña Operations and was calculated by applying the Mexico corporate

income tax rate of 28% to the difference between the fair value and the tax basis of the assets acquired and liabilities assumed. The acquisition of our

Velardeña Operations also resulted in the recognition of a deferred tax asset related to certain net operating loss carry forwards available in Mexico. In

accordance with ASC 740, "Income Taxes" ("ASC 740"), the Company presents deferred tax assets net of its deferred tax liabilities on a tax

jurisdictional basis on its Consolidated Balance Sheets.

Goodwill

Goodwill is all related to the acquisition of our Velardeña Operations and is primarily the result of the requirement to

record a deferred tax liability

for the difference between the fair value and the tax basis of the assets acquired and liabilities assumed at amounts that do not reflect fair value. We

assess the recoverability of our long lived assets, including goodwill, whenever events or changes in circumstances indicate that the carrying value of

the assets may be impaired. In the year since the completion of the acquisition of the Velardeña Operations, our forecast of future gold and silver prices

has decreased by approximately 20% and certain assumptions related to ore processing throughput rates and other aspects of the long term operating

plan for the Velardeña Operations have changed. As a result of these changes, and per the guidance of ASC 350, "Intangibles—Goodwill and Other"

("ASC 350"), the Company completed an impairment analysis of the goodwill carrying value. The analysis indicated that goodwill was impaired by

approximately $58.5 million during 2012 (see Note 10 to the accompanying consolidated financial statements). The goodwill is not deductable for

income tax purposes.

Business Combinations

We followed the acquisition method of accounting in accordance with ASC 805, "Business Combinations" ("ASC 805"), related to the acquisition

of our Velardeña Operations. Mineral properties and the asset retirement obligation were recorded at estimated fair market value based on valuations

performed with the assistance of an independent appraisal firm and a minerals engineering company. The asset valuations were derived in accordance

with the guidance of ASC Topic 820, "Fair Value Measurements and Disclosures" ("ASC 820"), using a combination of income, market and cost

approach models depending on the asset. In applying the appropriate valuation model or models, the valuation consultants employed a variety of

economic factors and market data, including discount rates, income tax rates, projections of future metals prices, and third party market surveys.

51

Table of Contractual Obligations

The following table summarizes our contractual obligations at December 31, 2012:

From time to time we enter into lease option agreements related to exploration properties that are of interest to us. These agreements typically

contain escalating lease payments required to maintain our exploration rights to the property. Such agreements are not included in the above table

because exploration success is historically low and we have the right to terminate the agreements at any time. For example, at the El Quevar project we

control the Nevado I concession pursuant to a purchase option agreement with a third-part concession owner. Our remaining payment on the Nevado I

option agreement totals $700,000 and has been extended to June 22, 2013.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements.

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We invest substantially all of our excess cash in U.S. government and debt securities rated "investment grade" or better. The rates received on such

investments may fluctuate with changes in economic conditions. Based on the average cash, restricted cash, investments and restricted investment

balances outstanding during the year ended December 31, 2012, a 1.0% decrease in interest rates would have resulted in a reduction in interest income

for the period of approximately $0.9 million.

52

Contractual Obligations Total

Less Than

1 Year

1 - 3

Years

3 - 5

Years

More

Than

5 Years

(in thousands of $)

Operating leases(1) 1,067 586 481 — —

El Quevar and Velardeña concession payments(2) 471 55 166 250 —(3)

(1) The operating lease obligations are related primarily to our corporate headquarters office in Golden, Colorado, as well as

other office leases associated with our exploration activities. The current corporate headquarters office lease expires in

November 2014. Leases for the other offices expire at various times not exceeding four years.

(2) We make annual maintenance payments of approximately $21,000 to the Mexico federal government to maintain the

Velardeña Operations concessions and approximately $34,000 to the Argentine federal government to maintain the El

Quevar project concessions. These payments include payments for both owned concessions and concessions held under

purchase option agreements.

(3) We cannot currently estimate the life of the Velardeña Operations or El Quevar project. This table assumes that no annual

maintenance

payments will be made more than five years after December 31, 2012. If we continue to operate the

Velardeña Operations beyond five years, we expect that we would make annual maintenance payments of approximately

$30,000 per year for the life of the Velardeña mine. If we continue to develop a mine at the El Quevar project, we expect

that we would make annual maintenance payments of approximately $100,000 per year for the life of the El Quevar mine.

Foreign Currency Exchange Risk

Although most of our expenditures are in U.S. dollars, certain purchases of labor, operating supplies and capital assets are denominated in other

currencies. As a result, currency exchange fluctuations may impact the costs of our operations. To reduce this risk, we maintain minimum cash balances

in foreign currencies and complete most of our purchases in U.S. dollars.

Commodity Price Risk

We are primarily engaged in the operation and further development of properties containing gold, silver, zinc, lead and other minerals. As a result,

decreases in the price of any of these metals have the potential to negatively impact our ability to establish reserves and develop and operate our

properties. For further detail regarding the effect on our expected cash flow from fluctuations in silver and gold prices, see "

Item 7 Management's

Discussion and Analysis—Liquidity and Capital Resource

"s above.

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements and supplementary information filed as part of this Item 8 are listed under Part IV, Item 15, "Exhibits,

Financial Statement Schedules" and contained in this annual report on Form 10-K at page F-1.

ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A: CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The management of Golden Minerals Company has evaluated, under the supervision and with the participation of our Chief Executive Officer and

Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of December 31, 2012.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2012, our disclosure

controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act")), were

effective and designed to provide reasonable assurance that (i) information required to be disclosed in our reports filed under the Exchange Act is

recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (ii) information is accumulated and

communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding

required disclosures.

The management of Golden Minerals, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure

controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well

conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered

relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control

issues and instances of fraud, if any, within the Company have been detected.

53

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under

the Exchange Act, as amended). Under the supervision and with the participation of management, including our Chief Executive Officer and Chief

Financial

Officer, we assessed the effectiveness of our internal control over financial reporting as of December 31, 2012. In making this assessment,

management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("

COSO") in Internal Control

—IntegratedF ramework

. Based on our assessment, management has concluded that, as of December 31, 2012, our internal control over financial

reporting is effective based on these

criteria.

The operations of ECU and its subsidiaries, which were acquired on and consolidated by the Company as of September 2, 2011, have been

included in management's assessment of internal control over financial reporting at December 31, 2012. Management had excluded the operations of

ECU and its subsidiaries from its assessment of internal control over financial reporting at December 31, 2011.

The effectiveness of the Company's internal control over financial reporting as of December 31, 2012 has been audited by

PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report included in Item 8, "Financial Statements and

Supplementary Data" of this annual report on Form 10-K.

Changes in Internal Control over Financial Reporting

Other than the inclusion of ECU and its subsidiaries in management's assessment of internal control over financial reporting, there have been no

changes in the Company's internal control over financial reporting during the quarter ended December 31, 2012 that have materially affected, or are

reasonably likely to materially affect, the Company's internal control over financial reporting.

ITEM 9B: OTHER INFORMATION

None.

PART III

ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

For Information regarding our executive officers, see "

Items 1 and 2: Business and Properties—Executive Officers of Golden Mineral.s"

Additional information is incorporated by reference from the information in our proxy statement for the 2013 Annual Meeting of Stockholders,

which we will file with the Securities and Exchange Commission within 120 days of the end of the fiscal year to which this report relates.

We have adopted a code of ethics that applies to all of our employees, including principal executive officer, principal financial officer, principal

accounting officer, and those of our officers performing similar functions. The full text of our code of ethics can be found on the Corporate Governance

page on our website. In the event our board approves an amendment to or waiver from any provision of our code of ethics, we will disclose the required

information pertaining to such amendment or waiver on our website.

ITEM 11: EXECUTIVE COMPENSATION

Incorporated by reference from the information in our proxy statement for the 2013 Annual Meeting of Stockholders, which we will file

with the

Securities and Exchange Commission within 120 days of the end of the fiscal year to which this report relates.

54

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED

STOCKHOLDER MATTERS

Incorporated by reference from the information in our proxy statement for the 2013 Annual Meeting of Stockholders, which we will file

with the

Securities and Exchange Commission within 120 days of the end of the fiscal year to which this report relates.

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Incorporated by reference from the information in our proxy statement for the 2013 Annual Meeting of Stockholders, which we will file

with the

Securities and Exchange Commission within 120 days of the end of the fiscal year to which this report relates.

ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES

Incorporated by reference from the information in our proxy statement for the 2013 Annual Meeting of Stockholders, which we will file

with the

Securities and Exchange Commission within 120 days of the end of the fiscal year to which this report relates.

PART IV

ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this annual report on Form 10-K or incorporated by reference:

(1) Our consolidated financial statements are listed on the "Index to Financial Statements" on Page F-1 to this report.

(2)

Financial Statement Schedules (omitted because they are either not required, are not applicable, or the required information is

disclosed in the notes to

the financial statements or related notes).

(3) The following exhibits are filed with this annual report on Form 10-K or incorporated by reference.

55