UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(MARK ONE)

x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2009.

OR

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO .

COMMISSION FILE NUMBER 1-13627

GOLDEN MINERALS COMPANY

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE		26-4413382
(STATE OR OTHER JURISDICTION OF		(I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)		IDENTIFICATION NO.)

350 INDIANA STREET, SUITE 800
GOLDEN, COLORADO		80401
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)		(ZIP CODE)

(303) 839-5060

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS: YES x NO o

INDICATE BY CHECK MARK WHETHER THE REGISTRANT HAS SUBMITTED ELECTRONICALLY AND POSTED ON ITS CORPORATE WEB SITE, IF ANY, EVERY INTERACTIVE DATA FILE REQUIRED TO BE SUBMITTED AND POSTED PURSUANT TO RULE 405 OF REGULATION S-T (§232.405 OF THIS CHAPTER) DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO SUBMIT AND POST SUCH FILES). YES o NO o

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A LARGE ACCELERATED FILER, AN ACCELERATED FILER, A NON-ACCELERATED FILER, OR A SMALLER REPORTING COMPANY:

LARGE ACCELERATED FILER o		ACCELERATED FILER x
NON-ACCELERATED FILER o		SMALLER REPORTING COMPANY o

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A SHELL COMPANY (AS DEFINED IN RULE 12B-2 OF THE EXCHANGE ACT): YES o NO x

INDICATE BY CHECK MARK WHETHER THE REGISTRANT HAS FILED ALL DOCUMENTS AND REPORTS REQUIRED TO BE FILED BY SECTIONS 12, 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 SUBSEQUENT TO THE DISTRIBUTION OF SECURITIES UNDER A PLAN CONFIRMED BY A COURT: YES x NO o

AT OCTOBER 30, 2009, 3,232,735 SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHARE, WERE ISSUED AND OUTSTANDING.

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GOLDEN MINERALS COMPANY

FORM 10-Q

QUARTER ENDED SEPTEMBER 30, 2009

INDEX

		PAGE

PART I – FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	3

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	26

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	32

ITEM 4.	CONTROLS AND PROCEDURES	32

PART II – OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	33

ITEM 1A.	RISK FACTORS	33

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	33

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	33

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	33

ITEM 5.	OTHER INFORMATION	33

ITEM 6.	EXHIBITS	33

SIGNATURES		34

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

GOLDEN MINERALS COMPANY

CONSOLIDATED BALANCE SHEETS

(Expressed in United States dollars)

(Unaudited)

	September 30,			December 31,
	2009			2008
	(Successor)			(Predecessor)
	(in thousands, except share data)
Assets
Current assets
Cash and cash equivalents	$	13,549		$	33,723
Restricted cash	—			20,575
Investments	416			16,351
Trade receivables	211			7,315
Inventories	—			75,008
Prepaid expenses and other assets	2,064			15,550
Total current assets	16,240			168,522
Property, plant and equipment, net	8,210			202,534
Assets held for sale	3,499			—
Ore stockpile inventories	—			72,628
Value added tax recoverable	—			157,146
Investments	—			5,487
Prepaid expenses and other assets	547			30
Total assets	$	28,496		$	606,347

Liabilities and Equity (Deficit)
Current liabilities
Accounts payable and other accrued liabilities	$	2,680		$	48,861
Accrued interest payable	—			8,660
Other current liabilities	63			—
Current portion of long term debt	—			523,610
Total current liabilities	2,743			581,131
Long term debt	—			59,951
Asset retirement obligation	—			9,155
Other long term liabilities	634			4,398
Total liabilities	3,377			654,635
Commitments and contingencies (Note 18)
Equity (deficit)
Common stock, (Successor) $.01 par value, 50,000,000 shares authorized; 3,232,735 shares issued and outstanding	32			—
Ordinary Shares, (Predecessor) $.01 par value, 175,000,000 shares authorized; 59,000,832 shares issued and outstanding	—			590
Additional paid in capital	37,447			680,901
Accumulated deficit	(13,314		)	(880,020		)
Accumulated other comprehensive income (loss)	160			(551		)
Parent company’s shareholder’s equity (deficit)	24,325			(199,080		)
Noncontrolling interest in subsidiaries	794			150,792
Total equity (deficit)	25,119			(48,288		)
Total liabilities and equity (deficit)	$	28,496		$	606,347

The accompanying notes form an integral part of these consolidated financial statements.

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GOLDEN MINERALS COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Expressed in United States dollars)

(Unaudited)

							For The Period			For The Period
	Three Months Ended						March 25, 2009			January 1, 2009			Nine Months
	September 30,						Through			Through			Ended
	2009			2008			September 30, 2009			March 24, 2009			September 30, 2008
	(Successor)			(Predecessor)			(Successor)			(Predecessor)
	(in thousands, except share data)
Revenue:
Management service fees (Note 17)	$	2,652		$	1,350		$	6,010		$	1,350		$	4,050
Costs and expenses:
Costs of services (Note 17)	(1,179		)	—			(2,263		)	—			—
Exploration expense	(3,598		)	(6,108		)	(7,067		)	(3,482		)	(21,437		)
Administrative expense	(2,521		)	(6,769		)	(5,857		)	(4,779		)	(15,406		)
Stock based compensation	(609		)	(864		)	(1,218		)	(2,717		)	(2,463		)
Depreciation, depletion and amortization	(232		)	(115		)	(384		)	(102		)	(439		)
Total costs and expenses	(8,139		)	(13,856		)	(16,789		)	(11,080		)	(39,745		)
Loss from operations	(5,487		)	(12,506		)	(10,779		)	(9,730		)	(35,695		)
Other income and expenses:
Interest and other income	386			730			676			1,010			4,312
Royalty income	272			293			399			88			491
Interest and other expense	—			(2,283		)	—			(345		)	(7,562		)
Gain (loss) on disposal of assets, net	13			—			(167		)	—			—
Gain (loss) on foreign currency	76			7			170			(13		)	213
Gain on extingushment of debt	—			—			—			248,165			—
Loss on auction rate securities	(867		)	(4,902		)	(2,199		)	(828		)	(8,002		)
Reorganization costs, net	(249		)	—			(917		)	(3,683		)	—
Fresh start accounting adjustments	—			—			—			9,122			—
Total other income and expenses	(369		)	(6,155		)	(2,038		)	253,516			(10,548		)
Income (loss) from continuing operations before income (taxes) benefit	(5,856		)	(18,661		)	(12,817		)	243,786			(46,243		)
Income taxes	(284		)	(177		)	(497		)	(165		)	(464		)
Net income (loss) from continuing operations	(6,140		)	(18,838		)	(13,314		)	243,621			(46,707		)
Loss from discontinued operations	—			(481,112		)	—			(4,153		)	(214,852		)
Net income (loss)	$	(6,140	)	$	(499,950	)	$	(13,314	)	$	239,468		$	(261,559	)
Net (income) loss attributable to noncontrolling interest	—			$	168,172		$	—		$	(7,869	)	$	133,042
Net income (loss) attributable to the Successor/Predecessor shareholder’s	$	(6,140	)	$	(331,778	)	$	(13,314	)	$	231,599		$	(128,517	)
Other comprehensive loss:
Unrealized gain (loss) on securities	(666		)	$	(1,524	)	$	160		$	940		$	140

Comprehensive income (loss) attributable to Successor/Predecessor shareholder’s	$	(6,806	)	$	(333,302	)	$	(13,154	)	$	232,539		$	(128,377	)

Net income (loss) per Common/Ordinary Share — basic

Income (loss) from continuing operations attributable to the Successor/Predecessor shareholders	$	(2.06	)	$	(0.32	)	$	(4.46	)	$	4.13		$	(0.79	)
Loss from discontinued operations attributable to the Successor/Predecessor shareholders	—			(5.31		)	—			(0.20		)	(1.39		)
Income (loss) attributable to the Successor/Predecessor shareholders	$	(2.06	)	$	(5.63	)	$	(4.46	)	$	3.93		$	(2.18	)

Net income (loss) per Common/Ordinary Share — diluted

Loss from continuing operations attributable to the Successor/Predecessor shareholders	$	(2.06	)	$	(0.32	)	$	(4.46	)	$	(0.06	)	$	(0.79	)
Loss from discontinued operations attributable to the Successor/Predecessor shareholders	—			(5.31		)	—			(0.17		)	(1.39		)
Loss attributable to the Successor/Predecessor shareholders	$	(2.06	)	$	(5.63	)	$	(4.46	)	$	(0.23	)	$	(2.18	)
Weighted average Common Stock/Ordinary Shares outstanding - basic	2,987,735			58,935,475			2,987,735			59,000,832			58,934,882
Weighted average Common Stock/Ordinary Shares outstanding - diluted	2,987,735			58,935,475			2,987,735			69,171,400			58,934,882

The accompanying notes form an integral part of these consolidated financial statements.

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GOLDEN MINERALS COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in United States dollars)

(Unaudited)

	For The Period			For The Period
	March 25, 2009			January 1, 2009			Nine Months
	Through			Through			Ended
	September 30, 2009			March 24, 2009			September 30, 2008
	(Successor)			(Predecessor)
	(amounts in thousands)
Cash flows from operating activities:
Net cash used in operating activities (Note 19)	$	(15,760	)	$	(13,849	)	$	(60,844	)
Cash flows from investing activities:
Purchase of available for sale investments	—			(4,447		)	(33,527		)
Sale of available for sale investments	2,498			21,113			74,985
Maturities of held-to-maturity investments	—			—			2,000
Settlement of metal derivative instruments	—			—			(156,974		)
Released from (transfer to) restricted cash to collateralize credit facility, letters of credit and interest payments , net	—			5,732			7,962
Proceeds from sale of interest in subsidiary, net	—			25,225			70,000
Proceeds from sale of assets	1,650			—			—
Receipt of deferred payments from noncontrolling interest	—			—			14,100
Capitalized costs and acquisitions of property, plant and equipment	(459		)	(4,580		)	(25,869		)
Net cash provided by (used in) investing activities	$	3,689		$	43,043		$	(47,323	)
Cash flows from financing activities:
Payments of notes payable and long term debt	—			(47,297		)	(6,346		)
Amounts drawn on DIP facility	—			6,500			—
Non-controlling interest contributions	—			3,500			107,750
Net cash (used in) provided by financing activities	$	—		$	(37,297	)	$	101,404
Net decrease in cash and cash equivalents	(12,071		)	(8,103		)	(6,763		)
Cash and cash equivalents - beginning of period	25,620			33,723			40,736
Cash and cash equivalents - end of period	$	13,549		$	25,620		$	33,973

See Note 19 for supplemental cash flow information.

The accompanying notes form an integral part of these consolidated financial statements.

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GOLDEN MINERALS COMPANY

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

(Expressed in United States dollars)

(Unaudited)

												Accumulated
												Other
						Additional						Comprehensive						Total
	Ordinary Shares					Paid-in			Accumulated			income			Noncontrolling			Equity
	Shares		Amount			Capital			Deficit			(loss)			Interest			(Deficit)
	(in thousands except share data)
Balance, December 31, 2008
(Predecessor)	59,000,832		$	590.0		$	680,901		$	(880,020	)	$	(551	)	$	150,792		$	(48,288	)
Stock compensation accrued	—		—			2,920			—			—			—			2,920
Ordinary Shares of Apex Silver Mines Limited to be canceled	(59,000,832	)	(590.0		)	(683,821		)	—			—			—			(684,411		)
Unrealized loss on marketable equity securities	—		—			—			—			940			—			940
Net income (loss)	—		—			—			231,599			—			7,869			239,468
Capital contributions	—		—			—			—			—			3,500			3,500
Interest payable to non controlling interest	—		—			—			—			—			7,899			7,899
Elimination of Predecessor accumulated deficit	—		—			—			648,421			—			—			648,421
Elimination of Predecessor accumulated OCI	—		—			—			—			(389		)	(170,060		)	(170,449		)
Balance, March 24, 2009
(Successor)	—		$	—		$	—		$	—		$	—		$	—		$	—
Issuance of new equity in connection with emergence from Chapter 11	2,987,735		$	30.0		$	36,231		$	—		$	—		$	—		$	36,261
Stock compensation accrued, net of forfeitures	245,000		2.3			1,216			—			—			—			1,218
Unrealized gain on marketable equity securities	—		—			—			—			160			—			160
Noncontrolling interest in mineral properties	—		—			—			—			—			794			794
Net loss	—		—			—			(13,314		)	—			—			(13,314		)
Balance, September 30, 2009	3,232,735		$	32.3		$	37,447		$	(13,314	)	$	160		$	794		$	25,119

The accompanying notes form an integral part of these consolidated financial statements.

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GOLDEN MINERALS COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

1. Basis of Preparation of Financial Statements and Nature of Operations

Upon emergence from Chapter 11 bankruptcy on March 24, 2009 as discussed in Note 2, Golden Minerals Company (the “Company”), a Delaware corporation, became the successor to Apex Silver Mines Limited (“ASML”) for purposes of reporting under the U.S. federal securities laws. References in this Form 10-Q to “Successor” refer to the accounts of the Company and its subsidiaries on or after March 25, 2009, the day following emergence from Chapter 11. References to “Predecessor” refer to the accounts of ASML and its subsidiaries prior to March 25, 2009.

These unaudited interim consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Such rules and regulations allow the omission of certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), so long as such omissions do not render the financial statements misleading.

In the opinion of management, these financial statements reflect all adjustments that are necessary for fair statement of the results for the periods presented. With the exception of the adjustments made in connection with fresh start accounting, as described in Note 2 below, all adjustments were of a normal recurring nature. Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation. These interim financial statements should be read in conjunction with the annual financial statements of ASML included in its 2008 Annual Report on Form 10-K.

Prior to the emergence from Chapter 11 and the sale of the San Cristóbal mine, ASML was the 65% owner and operator of the San Cristóbal silver and zinc mine in Bolivia. Following emergence from Chapter 11 and the sale of the San Cristóbal mine to Sumitomo, the Company is primarily engaged in the exploration and advancement of its portfolio of exploration properties primarily in South America and Mexico and in providing operations management services to Sumitomo for the San Cristóbal mine. The financial statements have been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the normal course of business. However, the continuing operations of the Company are dependent upon its ability to raise sufficient capital and to generate future profitable operations. The underlying value and recoverability of the amounts shown as mineral properties in the consolidated balance sheet are dependent on the ability of the Company to continue to finance exploration and development activities that would lead to profitable production or proceeds from the disposition of the mineral properties. There can be no assurance that the Company will be successful in raising additional financing in the future on terms acceptable to the Company or at all.

2. Chapter 11 Proceedings, Financial Restructuring and Sale of the San Cristóbal Mine

Chapter 11 Reorganization

On January 12, 2009, ASML and its wholly owned subsidiary, Apex Silver Mines Corporation (“ASMC”), filed voluntary petitions for reorganization relief under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”). ASML also commenced a provisional liquidation proceeding in the Cayman Islands. ASML’s subsidiaries outside of the United States, including Minera San Cristóbal S.A. (“MSC”), the Bolivian subsidiary that owns and operates the San Cristóbal mine, were not included in the Chapter 11 filing or in any other bankruptcy or reorganization proceeding.

Under Chapter 11, ASML operated its businesses between January 12, 2009 and March 24, 2009 as a debtor-in-possession under court protection from creditors and claimants under the jurisdiction of the Bankruptcy Court and under the supervision of the joint provisional liquidators in the Cayman Islands.

A Joint Plan of Reorganization (the “Plan”) was approved by the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) on March 4, 2009, and the Company emerged from Chapter 11 protection on March 24, 2009 (the “Effective Date”). At that time, and subsequent to the closing of the sale of the San Cristóbal mine to

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Sumitomo as described below, all of the remaining assets of ASML, other than a small cash reserve for the payment of ASML’s liquidation expenses, were transferred to the Company. A compulsory liquidation proceeding was initiated for ASML in the Cayman Islands and all of the ordinary shares of ASML will be formally canceled in that proceeding.

Under the Plan, holders of ASML’s 2.875% and 4.0% Convertible Senior Subordinated Notes due 2024 (collectively, the “Notes”) received in exchange for the cancellation of the Notes a pro rata distribution of (i) 2,987,735 shares of common stock of the Company, and (ii) approximately $45.0 million of cash plus any other cash or cash equivalents held by the Company in excess of the sum of $15.0 million plus an amount equal to accrued liabilities at March 31, 2009 and certain projected reorganization expenses. In addition, the Company anticipates that 12,265 shares, originally reserved for possible distribution to holders of unsecured claims, will be distributed pro rata to the former holders of the Notes at the final determination during November 2009. To record the effect of the reorganization, ASML wrote off the $290.0 million liability related to the Notes plus $3.2 million interest accrued through January 12, 2009, the Chapter 11 filing date, and recorded a $248.2 million gain at March 24, 2009.

Other holders of unsecured claims against ASML and ASMC, except ASML’s equity holders, received or will receive cash payment for their claims up to a maximum recovery of $10,000 per claim, or a pro rata distribution of common stock of the Company. Through September 30, 2009 the Company has made cash payments of $52,000 in resolution of such claims and has issued no shares of common stock. If no shares are issued to holders of unsecured claims, the total 12,265 shares reserved for that purpose will be distributed pro rata to the former holders of the Notes. It is anticipated that the final determination will occur in November 2009. ASML’s equity holders received no recovery under the Plan, and their shares will be canceled in connection with ASML’s Cayman Islands liquidation proceeding.

Sale of the San Cristóbal Mine

On the Effective Date, in conjunction with, and as a condition to the emergence from bankruptcy, ASML sold to Sumitomo its remaining direct and indirect interests in the San Cristóbal mine, including its 65% interest in MSC, for a cash purchase price of $27.5 million, plus $2.5 million in expense reimbursements and the assumption of certain liabilities. On the Effective Date, Sumitomo and the other senior lenders waived and released ASML and the Company from any liability associated with amounts outstanding under the project finance facility relating to the San Cristóbal mine.

On the Effective Date, ASMC, renamed Golden Minerals Services Corporation (“Golden Services”), entered into a Management Services Agreement with Sumitomo (the “Management Agreement”) under which it is providing certain operations management services with respect to the San Cristóbal mine. The initial term of the Management Agreement has been extended until June 30, 2010 and thereafter may be terminated by Golden Services with twelve months’ prior notice or by Sumitomo with six months’ prior notice. If terminated by Sumitomo, Golden Services would be entitled to a $1.0 million termination fee. Golden Services would not be required to pay a termination fee.

Fresh Start Accounting

As required by GAAP, the Company used fresh start accounting effective March 25, 2009 following the guidance of ASC 805 “Business Combinations”, (“ASC 805”) and ASC 852 “Reorganizations”, (“ASC 852”). The Company adopted fresh start accounting because holders of existing voting shares of the Predecessor immediately before the Effective Date received less than 50% of the voting shares of the Successor and the reorganized value of the Successor is less than its post-petition liabilities and allowed claims. The Company’s financial statements reflect a new capital structure and a new basis in the identifiable assets and liabilities assumed. Accordingly, the consolidated financial statements on or after March 25, 2009 are not comparable to the consolidated financial statements prior to that date.

ASC 852 requires, among other things, the determination of the reorganization value of the Successor upon emergence from bankruptcy. Reorganization value approximates the fair value of the entity, before considering liabilities, and approximates the amount a willing buyer would pay for the assets of the entity immediately after the restructuring. The fair value of the Company’s assets was determined with the assistance of a third party valuation expert and a minerals engineering firm who used available comparable market data and quotations, discounted cash flow analysis, and other methods in determining the appropriate asset fair values. Based on these valuations and applying the principles of ASC 805, the Company has adjusted upward the reported amounts of certain of its individual assets, net of liabilities, by a combined total of $9.1 million and has reflected that adjustment in the Predecessor’s statement of operations in accordance with ASC 852. The upward adjustment relates primarily to recording at fair value certain exploration properties and a royalty interest that were previously reflected on the Predecessor’s balance sheet at a zero carrying value, because all exploration costs at such properties were expensed as incurred. Future costs of exploration will continue to be expensed as incurred.

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The total equity of the Successor at the Effective Date of $36.5 million has been adjusted to reflect no beginning retained earnings or deficit, after taking into account the cancelation of the Notes, the issuance of new shares in the Company, and the fresh start accounting adjustments. The total equity of the Successor at the Effective Date reflects the estimated enterprise value of the Company following the principles of ASC 852 and ASC 805. As part of the Company’s bankruptcy proceedings, an enterprise value ranging from $15 million to $30 million was initially projected based on a blend of valuations using market value multiples for peer companies and an assessment of the underlying values of the Company’s mineral properties at the time of the bankruptcy filing. As discussed above, and in conjunction with finalizing the fresh start accounting adjustments, additional valuation assessments of the fair value of the Successor’s assets were performed with the assistance of a third party valuation expert and a minerals engineering firm to arrive at the Company’s reported equity value at the Effective Date of $36.5 million.

The balance sheet adjustments presented below summarize the impact of the reorganization, the sale of the San Cristóbal mine and the application of fresh start accounting as of the Effective Date.

GOLDEN MINERALS COMPANY

REORGANIZED CONSOLIDATED BALANCE SHEETS

(Expressed in United States dollars)

(Unaudited)

	March 24, 2009
				Sale of
				San Cristóbal			Reorganization			Fresh Start
	Predecessor			Mine			Adjustments			Adjustments		Successor
	Balances			(Note I)			(Note II)			(Note III)		Balances
	(amounts in thousands)
Assets
Current assets
Cash and cash equivalents	$	43,120		$	27,500		$	(45,000	)	$	—	$	25,620
Restricted cash	14,853			(14,853		)	—			—		—
Investments	88			—			—			—		88
Trade receivables	19,208			(19,023		)	—			—		185
Inventories	89,633			(89,633		)	—			—		—
Prepaid expenses and other assets	8,543			(7,025		)	—			—		1,518
Total current assets	175,445			(103,034		)	(45,000		)	—		27,411

Property, plant and equipment, net	190,439			(187,387		)	—			9,605		12,657
Ore stockpile inventories	74,756			(74,756		)	—			—		—
Value added tax recoverable	168,842			(168,842		)	—			—		—
Investments	5,249			—			—			—		5,249
Other	48			(44		)	—			—		4
Total assets	$	614,779		$	(534,063	)	$	(45,000	)	$	9,605	$	45,321

Liabilities and Equity (Deficit)

Current liabilities
Accounts payable and other accrued liabilities	$	44,889		$	(36,312	)	$	—		$	—	$	8,577
Accrued interest payable	8,987			(5,809		)	(3,178		)	—		—
Current portion of long term debt	553,516			(263,529		)	(289,987		)	—		—
Total current liabilities	607,392			(305,650		)	(293,165		)	—		8,577
Long term debt	37,517			(37,517		)	—			—		—
Asset retirement obligation	9,675			(9,675		)	—			—		—
Other long term liabilities	2,752			(2,752		)	—			483		483
Total liabilities	657,336			(355,594		)	(293,165		)	483		9,060
Equity (deficit)
Ordinary Shares (Common Stock)	560			—			(530		)	—		30
Additional paid in capital	684,122			—			(647,891		)	—		36,231
Accumulated deficit	(897,299		)	(8,409		)	896,586			9,122		—
Parent company’s shareholder’s equity (deficit)	(212,617		)	(8,409		)	248,165			9,122		36,261
Noncontrolling interest in subsidiaries	170,060			(170,060		)	—			—		—
Total equity (deficit)	(42,557		)	(178,469		)	248,165			9,122		36,261
Total liabilities and equity (deficit)	$	614,779		$	(534,063	)	$	(45,000	)	$	9,605	$	45,321

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Note I. - The adjustments related to the sale of the San Cristóbal mine to Sumitomo include $27.5 million of cash received from the sale, the write-off of $561.5 million of assets sold to Sumitomo, net of $355.6 million of liabilities assumed by Sumitomo, the release of $170.1 million of noncontrolling interest primarily related to Sumitomo and a loss on the sale of $8.4 million.

Note II. — The reorganization adjustments include a $45.0 million reduction of cash for amounts paid to the holders to settle the Notes, a write-off of the $290.0 million liability related to the Notes, plus $3.2 million of accrued interest and a $248.2 million gain on extinguishment of debt. The reorganization adjustments also include the write-off of $896.3 million of accumulated deficit, $647.6 million of additional paid in capital and $0.5 million of ordinary shares to reflect the elimination of the Predecessor’s shareholder’s equity.

Note III. — The fresh start adjustments reflect a write-up of property, plant and equipment to estimated fair value including $7.3 million related to the Company’s exploration properties, $2.0 million related to a mineral property royalty held by the Company and $0.3 million related to an aircraft owned by the Company. The fresh start adjustment also includes $0.5 million deferred tax liability adjustment to reflect the tax effect of the adjustments to property, plant and equipment. As the result of the above adjustments the Company recorded a positive $9.1 million fresh start adjustment in the statement of operations for the period ended March 24, 2009.

3. Discontinued Operations

As a result of the sale, results of operations of the San Cristóbal mine and related subsidiaries sold are presented as discontinued operations for the periods on the Consolidated Statements of Operations and Comprehensive Income (Loss) through March 24, 2009, the date of the sale, including all direct financing related to the San Cristóbal mine (see Note 2). Additionally, costs incurred for management service fees that were previously eliminated upon consolidation have not been eliminated and are reflected as a cost of service between the discontinued operations and the Company.

The Company determined that reporting discontinued operations is appropriate in accordance with ASC 805. The Company has determined that the continuing cash flows generated by the Management Agreement for the San Cristóbal mine are not so significant as to constitute continuing involvement with the mine. In addition, management has evaluated the Company’s other ongoing involvement with the San Cristóbal mine as a result of the Management Agreement, and concluded that it does not represent significant continuing involvement as defined in ASC 805.

The results of discontinued operations for the period January 1, 2009 through March 24, 2009 and for the three and nine month periods ended September 30, 2008 are as follows (amounts in thousands):

	For The Period
	January 1, 2009			Three Months			Nine Months
	Through			Ended			Ended
	March 24, 2009			September 30, 2008			September 30, 2008
Revenue:
Sale of concentrates, net	$	99,049		$	148,789		$	345,320
Costs and expenses:
Costs applicable to sales	(59,955		)	(124,079		)	(255,840		)
Management fee	(1,350		)	(1,472		)	(4,463		)
Write down of inventories	—			(34,413		)	(34,413		)
Impairment of long lived assets	—			(615,032		)	(615,032		)
Asset retirement accretion expense	(232		)	(208		)	(574		)
Gain on comodity drivatives	—			163,285			358,924
Foreign currency gain	1,960			4,790			15,418
Depreciation, depletion and amortization	(10,527		)	(17,376		)	(35,787		)
Total costs and expenses	(70,104		)	(624,505		)	(571,767		)
Income (loss) from operations	28,945			(475,716		)	(226,447		)
Other income and expenses:
Interest and other income	67			65			417
Interest expense and other borrowing costs	(22,233		)	(13,272		)	(38,189		)
Total other income and expenses	(22,166		)	(13,207		)	(37,772		)
Income before income taxes	6,779			(488,923		)	(264,219		)
Income taxes	(2,523		)	7,811			(13,704		)
Income before sale of interest in subsidiaries	4,256			(481,112		)	(277,923		)
Gain (loss) on sale of interest in subsidiaries	(8,409		)	—			63,071
Loss from discontinued operations	$	(4,153	)	$	(481,112	)	$	(214,852	)

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The assets and liabilities of discontinued operations reported in the consolidated balance sheets at December 31, 2008 consisted of the following (amounts in thousands):

	December 31,
	2008
Assets
Cash and cash equivalents	$	992
Restricted cash	20,070
Accounts receivable	7,314
Inventories	75,008
Prepaid expenses and other assets	14,251
Current assets	117,635
Property, plant and equipment, net	199,040
Ore inventories	72,628
Value added tax recoverable	157,146
Other assets	17
	$	546,466

Liabilities and Equity
Accounts payable and accrued liabilities	$	44,878
Accrued interest payable	5,797
Current portion of long term debt	233,623
Current liabilities	284,298
Long term debt	59,951
Reclamation & remediation liabilities	9,155
Other long term liabilities (income taxes)	4,398
Noncontrolling interest	150,792
Accumulated earnings	37,872
	$	546,466

There are no remaining assets or liabilities from discontinued operations at September 30, 2009.

4. Significant Accounting Policies

Recently Adopted Standards

During the third quarter 2009, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The ASC is the single source of authoritative U.S. GAAP to be applied by nongovernmental entities. Following the Codification, the FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASU”) which will serve to update the Codification, provide background information about the guidance and provide the basis for conclusions on the changes to the Codification. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Adoption of the ASC did not have an impact on the Company’s consolidated financial position, results of operations or cash flows.

During May 2008 the FASB issued an update to ASC 470 “Debt” (ASC 470 Update”) which applies to convertible debt instruments that, by their stated terms, may be settled in cash (or other assets) upon conversion, including partial cash settlement, unless the embedded conversion option is required to be separately accounted for as a derivative under ASC 815 “Derivatives and Hedging” (“ASC 815”). ASC 470 Update requires the liability and equity components of convertible debt instruments to be separately accounted for in a manner that reflects the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. As the Company did not have the ability or requirement to cash settle the Notes upon conversion, it did not have any instruments that fell within the scope of ASC 470 Update and accordingly there was no impact on the Company’s consolidated financial position, results of operations or cash flows.

On January 1, 2009 the Company adopted certain provisions of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) related to non-financial assets and non-financial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. The adoption of these provisions of ASC 820 has not had a material impact on our consolidated financial statements.

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During March 2008 the FASB issued an update to ASC 815 (“ASC 815 Update”) which enhances the disclosure requirements pertaining to how and why an entity uses derivative instruments, how derivative instruments and related hedge items are accounted for under ASC 815, and how derivative instruments and related hedge items affect an entity’s financial position, financial performance, and cash flows. The adoption of provisions of ASC 815 Update did not impact the Company’s disclosure requirements.

ASC 805 “Business Combinations” (“ASC 805”) provides guidance on how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, non-controlling interests acquired, and goodwill acquired. Under fresh-start accounting, the Company re-measured the assets and liabilities assumed from ASML at fair value and recorded a $9.1 million gain on reorganization per the guidance of ASC 805.

On January 1, 2009 the Company adopted certain provisions of ASC 810 “Consolidation” (“ASC 810”) related to noncontrolling interests. A noncontrolling interest, formerly called a minority interest, is the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. The objective of this Standard is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards related to non-controlling interests. The provisions of ASC 810 became effective for the Predecessor on January 1, 2009 and have been applied prospectively, except for the provisions related to the presentation of non-controlling interests, which have been applied retrospectively for all periods presented. Upon adoption of ASC 810, noncontrolling interests of approximately $150.8 million as of December 31, 2008 were recast to a component of total equity in the consolidated balance sheet. In addition, prior to the adoption of ASC 810, GAAP did not permit the allocation of losses to the noncontrolling interest in excess of the non-controlling interest’s recorded interest in the subsidiary. At December 31, 2008, a noncontrolling interest of the Predecessor had accumulated approximately $2.4 million of such unallocated losses. At September 30, 2009 the Company had recorded $0.8 million of noncontrolling interest related to its El Quevar project in Argentina (see Note 16).

During April 2009, the FASB issued an update to ASC 820 regarding the determination of fair value when the volume and level of activity for the asset or liability have significantly decreased and identifying transactions that are not orderly. This update relates to determining fair values when there is no active market or where the price inputs being used represent distressed sales. It reaffirms the need to exercise judgment to ascertain if a formerly active market has become inactive and in determining fair values when markets have become inactive. The Company adopted these provisions beginning with the interim period ended June 30, 2009 (see Note 13). The adoption of these provisions did not have a material impact on our consolidated financial statements.

During April 2009, the FASB issued an update to ASC 320 “Investments — Debt and Equity Securities” (ASC 320”) regarding the recognition and presentation of other-than-temporary impairments. This update applies to investments in debt securities for which other-than-temporary impairments may be recorded. If an entity’s management asserts that it does not have the intent to sell a debt security and it is more likely than not that it will not have to sell the security before recovery of its cost basis, then an entity may separate other-than-temporary impairments into two components: 1) the amount related to credit losses (recorded in earnings) and 2) all other amounts (recorded in Other comprehensive income). The Company adopted these provisions beginning with the interim period ended June 30, 2009. The adoption of these provisions did not have a material impact on our consolidated financial statements.

During April 2009, the FASB issued an update to ASC 320 regarding the interim disclosures about fair value of financial instruments. This update requires fair value disclosures for financial instruments that are not currently reflected on the balance sheet at fair value on a quarterly basis. The Company adopted these provisions beginning with the interim period ended June 30, 2009. The adoption of these provisions did not have a material impact on our consolidated financial statements.

Recently Issued Pronouncements

In May 2009, the FASB issued ASC 855 “Subsequent Events” (“ASC 855”) which establishes accounting and reporting standards for events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The statement sets forth (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet in its financial statements, and (iii) the disclosures that an entity should make about events or transactions occurring after the balance sheet date in its financial statements. The Company adopted the provisions of ASC 855 beginning with the interim period ended June 30, 2009. The adoption of ASC 855 had no impact on the Company’s consolidated financial position, results of operations or cash flows.

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In August 2009, the FASB issued Accounting Standards Update No. 2009-05 (“ASU 2009-05”), an update to ASC 820, “Fair Value Measurements and Disclosures”. This update provides amendments to reduce potential ambiguity in financial reporting when measuring the fair value of liabilities. Among other provisions, this update provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the valuation techniques described in ASU 2009-05. ASU 2009-05 will become effective for the Company’s annual financial statements for the year ended December 31, 2009. The Company does not believe that its consolidated financial position, results of operations or cash flows will be significantly impacted by the adoption of ASU 2009-5.

5. Investments

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Short-term investments include investments with maturities greater than three months, but not exceeding 12 months. Long-term investments include investments with maturities greater than 12 months.

The Company determines the appropriate classification of its investments in debt and equity securities at the time of purchase and re-evaluates those classifications at each balance sheet date. Debt securities are classified as held to maturity when the Company has the intent and ability to hold the securities to maturity. Held to maturity debt securities are stated at amortized cost. Available for sale investments are marked to market at each reporting period with changes in value recorded as a component of other comprehensive income (loss). If declines in value are deemed other than temporary, a charge is made to net income (loss) for the period.

The following tables summarize the Company’s investments at September 30, 2009 and December 31, 2008:

September 30, 2009	Cost		Estimated Fair Value		Carrying Value
	(in thousands)
Successor
Investments:
Short-term:
Available for sale
Common stock	$	256	$	416	$	416
Total available for sale	256		416		416
Total short term	$	256	$	416	$	416

December 31, 2008	Cost		Estimated Fair Value		Carrying Value
	(in thousands)
Predecessor
Investments:
Short-term:
Available for sale
Common stock	$	761	$	124	$	124
Corporate notes	223		224		224
Government bonds	15,924		16,003		16,003
Total available for sale	16,908		16,351		16,351
Total short term	$	16,908	$	16,351	$	16,351
Long-term:
Available for sale
Corporate notes	$	405	$	386	$	386
Auction rate securities	5,101		5,101		5,101
Total available for sale	5,506		5,487		5,487
Total long term	$	5,506	$	5,487	$	5,487

Quoted market prices at September 30, 2009 and December 31, 2008 were used to determine the estimated fair values of the above investments, except with respect to the ARS. See Note 13 for further discussion on the fair value measurement techniques used by the Company to value the above investments.

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Auction Rate Security Investments (ARS)

During July and September 2009, the Company sold its remaining ARS investments in a secondary market for $3.0 million through two brokerage firms. The Company recognized losses of $2.2 million related to the sale of these ARS securities with $1.3 million recognized during the second quarter 2009 and $0.9 million recognized during the third quarter 2009. At September 30, 2009 the Company has no remaining ARS investments.

Credit Risk

Credit risk is the risk that a third party might fail to fulfill its performance obligations under the terms of a financial instrument. For cash and cash equivalents and investments, the Company’s maximum exposure to credit risk represents the carrying amount on the balance sheet. The Company attempts to mitigate credit risk for cash and cash equivalents and investments by placing its funds and investments with high credit-quality financial institutions, limiting the amount of exposure to each financial institution, monitoring the financial condition of the financial institutions and investing only in government and corporate securities rated “investment grade” or better. The Company invests with financial institutions that maintain a net worth of not less than $1 billion and are members in good standing of the Securities Investor Protection Corporation.

6. Prepaid expenses and other assets

Prepaid expenses and other assets consist of the following:

	September 30,		December 31,
	2009		2008
	Successor		Predecessor
	(in thousands)
Current portion of note receivable	$	—	$	2,079
Royalty receivable	399		—
Deferred leasehold costs	345		—
Prepaid insurance	203		3,356
Prepaid legal costs	171		—
Accrued interest on investments	—		236
Prepaid contractor fees and vendor advances	147		7,266
Insurance premium refund receivable	—		778
Recoupable deposits and other	799		1,835
	$	2,064	$	15,550

September 30, 2009

The deferred leasehold costs are related to the Company’s headquarters office lease in Golden, Colorado. Prepaid legal costs are related to retention amounts paid for legal services and are expected to settle during the fourth quarter 2009. Prepaid contractor fees and vendor advances consist primarily of advance payments made to contractors and suppliers for exploration related services. Included in recoupable deposits and other is a $551,000 receivable related to the sale of our remaining ARS which settled October 1, 2009 (see Note 5).

In addition included in non-current assets is approximately $527,000 of prepaid insurance on which amortization will be recognized through 2015.

December 31, 2008

The current portion of notes receivable was related to funds previously advanced by the Company to the contractor that constructed the load out facilities at the Port of Mejillones (see Note 11). Prepaid contractor fees and vendor advances consisted primarily of advance payments made to contractors and suppliers for mining and processing supplies and services at the San Cristóbal mine. Each of these amounts was eliminated in the sale of the San Cristóbal mine to Sumitomo.

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7. Inventories

Inventories at the San Cristóbal mine at December 31, 2008 consisted of the following:

	December 31, 2008
	(in thousands)
Current Inventories
Concentrate	$	18,638
Material and supplies	56,370
	$	75,008
Long Term Stockpile Inventories
Oxide ore stockpiles	$	72,628
	$	72,628

The Company had no inventories at September 30, 2009, as all inventories were associated with the San Cristóbal assets sold (see Notes 2 and 3).

Concentrate inventories at December 31, 2008 consisted of approximately 46,467 tonnes of concentrates and were carried at the lower of cost or market. The long term stockpile inventories consisted of stockpiled ore that will be processed later in the mine life and were carried at the lower of cost or market. Material and supplies inventory consisted primarily of fuel, reagents and operating supplies at the San Cristóbal mine and were carried at the lower of cost or market.

8. Value Added Tax Recoverable

The Company recorded value added tax (“VAT”) paid in Bolivia related to the San Cristóbal mine as a recoverable asset. At September 30, 2009, the Company had no recoverable VAT as all recoverable VAT was associated with the San Cristóbal assets sold (see Notes 2 and 3). At December 31, 2008 the VAT recoverable amount was $157.1 million and included $19.5 million of recoverable Bolivian import duties.

The Company has also paid VAT in Bolivia as well as other countries, primarily related to exploration activities, which is charged to expense as incurred because of the uncertainty of recoverability.

9. Property, Plant and Equipment and Assets Held for Sale

Property, plant and equipment

The components of property, plant and equipment are as follows:

	September 30,			December 31,
	2009			2008
	Successor			Predecessor
	(in thousands)
Mining properties	$	—		$	49,596
Exploration properties	5,648			—
Construction in progress	—			14,782
Buildings & leasehold improvements	382			3,709
Mining equipment and machinery	1,915			123,139
Other furniture and equipment	657			5,128
	8,602			196,354
Less: Accumulated depreciation	(392		)	(56,446		)
	8,210			139,908
Equipment under capital lease	—			72,425
Less: Accumulated depreciation	—			(21,337		)
	—			51,088
Port facilities under lease	—			12,283
Less: Accumulated depreciation	—			(745		)
	—			11,538
	$	8,210		$	202,534

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The increase in exploration properties is the result of recording certain of the Company’s exploration properties at fair market value per the requirements of fresh start accounting as discussed in Note 2.

Property, plant and equipment with a net book value of $187.4 million were included in the net assets and liabilities sold with the San Cristóbal mine on March 24, 2009.

During the second quarter 2009, the Company sold an office building it owned in La Paz, Bolivia for $650,000 and recorded a loss on the sale of $147,000 plus tax expense related to the transaction of $33,000. The Company received an upfront cash payment of $600,000 and received the remaining $50,000 upon final closing during the third quarter 2009. During the third quarter 2009 the Company sold a property in Mexico consisting of a few mining concessions located on the southern edge of the Zacatecas district, outside the Company’s targeted exploration program in the area. The Company received $1.2 million of cash, including $0.2 million of VAT collected on the transaction and recorded a $0.6 million gain on the sale. The Company also retained certain sliding scale net return payments on the property, based on production quantities and metals prices. The fair value of the sliding scale net return payments is $0.2 million and is reflected in property, plant and equipment, net on the accompanying consolidated balance sheets. The losses and gains on the above transactions are included in gain (loss) on the disposal of assets, net.

After conducting evaluations on several of its exploration properties, during the third quarter 2009, the Company determined that certain of the properties did not meet the Company’s minimum requirements for continued evaluation and the rights to those properties were relinquished. The Company recorded an approximately $0.6 million write down of the carrying value of those properties to gain (loss) on the disposal of assets, net.

Assets Held for Sale

The Company has obtained approval from its board of directors to sell two of its exploration properties. One of the properties is in Bolivia and has a carrying value of $2.5 million and the other property is located in Mexico with a carrying value of approximately $1.0 million for the interests being sold. Per the guidance of ASC 360 “Property, Plant and Equipment” (“ASC 360”), the carrying values of the two properties are reflected in assets held for sale in the accompanying consolidated balance sheets at September 30, 2009.

10. Accounts Payable and Other Accrued Liabilities

The Company’s accounts payable and other accrued liabilities consist of the following:

	September 30,		December 31,
	2009		2008
	Successor		Predecessor
	(in thousands)

Accounts payable and accruals	$	1,324	$	27,502
Deferred revenue	—		3,227
Amounts due smelters	—		7,974
Income taxes payable	—		1,764
Accrued employee compensation and benefits	1,356		8,394
	$	2,680	$	48,861

Accrued employee compensation and benefits at September 30, 2009 consist of $0.7 million of accrued performance bonuses payable, $0.2 million of accrued vacation payable and $0.3 million related to withholding taxes and benefits payable.

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11. Debt

The Company’s debt at December 31, 2008 consisted of the following:

	Current		Long-term
	(in thousands)
2.875% Convertible Senior Subordinated Notes due 2024	$	180,000	$	—
4.0% Convertible Senior Subordinated Notes due 2024	109,987		—
Project finance facility	225,000		—
Note assigned to Sumitomo	—		9,060
Capital leases	8,307		39,549
Port lease liability	316		11,342
	$	523,610	$	59,951

Subsequent to December 31, 2008 all of the Company’s debt was sold or extinguished as a result of the sale of the net assets and liabilities of the San Cristóbal mine and Chapter 11 reorganization (see Note 2).

2.875% Notes and 4.0% Notes

Under the Plan, holders of the Notes received a pro rata distribution of (i) 2,987,735 shares of the Company’s common stock and (ii) approximately $45.0 million of cash in exchange for the cancellation of the Notes. An additional 12,265 shares were reserved for issuance to holders of unsecured claims of ASML, and any such shares that are not issued the holders of such claims will be issued to the Note holders on a pro rata basis. To record the effect of the reorganization, ASML wrote off the $290.0 million liability related to the Notes plus $3.2 million of accumulated interest and recorded a $248.2 million gain at March 24, 2009. At September 30, 2009, the Company had no further obligations related to the Notes, other than the possible issuance of the additional shares noted above. Had ASML not been in Chapter 11 bankruptcy between January 12, 2009 and the Effective Date, the Notes would have accrued an additional $1.9 million of interest.

San Cristóbal Project Finance Facility

On December 17, 2008, Sumitomo purchased 90% of the loans under the San Cristóbal Project Finance Facility (the “Facility”) from the senior lenders. ASML’s guarantee and other obligations to Sumitomo with respect to the 90% of the facility owned by Sumitomo were terminated as part of the Plan and the sale of the San Cristóbal mine. The remaining 10% of the Facility held by the senior lenders was canceled in connection with the Company’s emergence from bankruptcy under the Plan. The Predecessor (ASML) recognized a $22.5 million gain on the termination of its obligations related to the Facility an