UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of event requiring this shell company report
For the transition period from _____________________ to ____________________
Commission file number 001-32702
ALMADEN MINERALS LTD.
(Exact name of Registrant as specified in its charter)
British Columbia, Canada
(Jurisdiction of incorporation or organization)
1333 Johnston Street, #210, Vancouver, British Columbia V6H 3R9
(Address of principal executive offices)
Korm Trieu, ktrieu@almadenminerals.com, 1333 Johnston Street, #210, Vancouver, BC V6H 3R9
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
Trading symbol
Name of each exchange on which registered
Common Stock without Par Value
AAU
NYSE American
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the
close of the period covered by the annual report.
111,726,719
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.
Yes No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file report
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes No
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 No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required
to be submitted 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 such files).
Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated
filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer Non-accelerated filer Emerging Growth Company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ( )
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements
included in this filing:
U.S. GAAP
International Financial Reporting Standards as issued
by the International Accounting Standards Board
Other
2
If “Other” has been checked in response to the previous question, indicate by check mark which financial
statement item the registrant has elected to follow.
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Item 17 Item 18
Yes No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDS DURING THE PAST
FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section
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 No
3
TABLE OF CONTENTS
Page
Glossary of Geologic and Mining Terms
Notes Concerning Terminology Related to Resources and Reserves
Cautionary Note to U.S. Investors Regarding Mineral Resource and Mineral Reserve Estimates
Cautionary Note Regarding Forward-Looking Statements
Item 1
Item 2
Item 3
Item 4
Item 5
Item 6
Item 7
Item 8
Item 9
Item 10
Item 11
Item 12
Item 13
Item 14
Identity of Directors, Senior Management and Advisers
PART I
Offer Statistics and Expected Timetable
Key Information
Information on the Company
Operating and Financial Review and Prospects
Directors, Senior Management and Employees
Major Shareholders and Related Party Transactions
Financial Information
The Offer and Listing
Additional Information
Quantitative and Qualitative Disclosures About Market Risk
Description of Securities Other than Equity Securities
PART II
Defaults, Dividend Arrearages and Delinquencies
Material Modifications to the Rights of Security Holders and
Use of Proceeds
Item 15
Controls and Procedures
Item 16A
Item 16B
Item 16C
Item 16D
Item 16E
Item 16F
Item 16G
Item 16H
Item 17
Item 18
Item 19
Signatures
Audit Committee Financial Expert
Code of Ethics
Principal Accountant Fees and Services
Exemptions from the Listing Standards for Audit Committees
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
Change in Registrant’s Certifying Accountant
Corporate Governance
Mine Safety Disclosure
PART III
Financial Statements
Financial Statements
Exhibits
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12
15
16
17
17
17
25
45
50
76
78
81
83
94
94
94
94
94
95
95
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97
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100
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Glossary of Geologic and Mining Terms
Adularia: A colourless, moderate to low-temperature variety of orthoclase feldspar typically with a relatively high
barium content. It is a prominent constituent of low sulphidation epithermal veins.
Alkalic Intrusive: An igneous rock emplaced below ground level in which the feldspar is dominantly sodic and or
potassic.
Alkalinity: The chemical nature of solutions characterized by a high concentration of hydroxyl ions.
Alteration: Usually referring to chemical reactions in a rock mass resulting from the passage of hydrothermal fluids.
Andesite: A dark-coloured, fine-grained extrusive rock that, when porphyritic, contains phenocrysts composed
primarily of zoned sodic plagioclase (esp. andesine) and one or more of the mafic minerals (eg. Biotite, horn-blende,
pyroxene), with a ground-mass composed generally of the same minerals as the phenocrysts; the extrusive equivalent
of diorite. Andesite grades into latite with increasing alkali feldspar content, and into dacite with more alkali feldspar
and quartz. It was named by Buch in 1826 from the Andes Mountains, South America.
Anomalous: A geological feature, often subsurface, distinguished by geological, geochemical or geophysical means,
which is detectably different than the general surroundings and is often of potential economic value.
Anomaly: Any concentration of metal noticeably above or below the average background concentration.
Argillic: A form of alteration characterized by the alteration of original minerals to clays.
Arsenopyrite: A sulphide of arsenic and iron with the chemical composition FeAsS.
Assay: An analysis to determine the presence, absence or quantity of one or more components.
Axis: An imaginary hinge line about which the fold limbs are bent. The axis of a fold can be at the top or bottom
of the fold, can be tilted or horizontal.
Batholith: An intrusion, usually granitic, which has a large exposed surface area and no observable bottom.
Usually associated with orogenic belts.
Breccia: Rock consisting of more or less angular fragments in a matrix of finer-grained material or cementing
material.
Brecciated: Rock broken up by geological forces.
Bulk sample: A very large sample, the kind of sample to take from broken rock or of gravels and sands when
testing placer deposits.
Calc-silicate: Calcium-bearing silicate minerals. These minerals are commonly formed as a result of the
interaction of molten rock and its derived, hot hydrothermal fluids with very chemically reactive calcium
carbonate (limestone). Calc-silicate minerals include garnet, pyroxene, amphibole and epidote. These minerals
are commonly described as skarn and are genetically and spatially associated with a wide range of metals.
Chert: A very fine grained siliceous rock. Many limestones contain nodules and thin lenses of chert.
Chip sample: A sample composed of discontinuous chips taken along a surface across a given line.
Claim: That portion of public mineral lands, which a party has staked or marked out in accordance with
provincial or state mining laws, to acquire the right to explore for the minerals under the surface.
Clastic: Consisting of rock material that has been mechanically derived, transported, and deposited. Such
material is also called detrital.
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Cleavage: The tendency of a crystal to split, or break, along planes of structural weakness.
Concordant Bodies: Intrusive igneous bodies whose contacts are parallel to the bedding of the intruded rock.
Conglomerate: Rock composed of mostly rounded fragments which are of gravel size or larger in a finer grained
matrix.
Craton: A central stable region common to nearly all continents and composed chiefly of highly metamorphosed
Precambrian rocks.
Cretaceous: Geological time period between 136 and 64 million years ago.
Crystalline: Means the specimen is made up of one or more groups of crystals.
Cut-off grade: The minimum grade of mineralization used to establish quantitative and qualitative estimates of
total mineralization.
Dacite: A fine grained acid volcanic rock, similar to rhyolite in which the feldspar is predominantly plagioclase.
Degradation: The ongoing process of erosion in a stream.
Diagenesis: The changes that occur in a sediment during and after lithification. These changes include compaction,
cementation, replacement, and recrystallization.
Diamond drill: A type of rotary drill in which the cutting is done by abrasion using diamonds embedded in a
matrix rather than by percussion. The drill cuts a core of rock which is recovered in long cylindrical sections.
Dilution: Results from the mixing in of unwanted gangue or waste rock with the ore during mining.
Dip: Geological measurement of the angle of maximum slope of planar elements in rocks. Can be applied to
beddings, jointing, fault planes, etc.
Discordant Bodies: Intrusive igneous bodies whose contacts cut across the bedding, or other pre-existing structures,
to the intruded rock.
Disseminated deposit: Deposit in which the mineralization is scattered through a large volume of host rock,
sometimes as separate mineral grains, or sometimes along joint or fault surfaces.
Dyke: A tabular, discordant, intrusive igneous body.
Earn in: The right to acquire an interest in a property pursuant to an Option Agreement.
Ejecta: Pyroclastic material thrown out or ejected by a volcano. It includes ash, volcanic bombs, and lapilli.
Epithermal: Epithermal deposits are a class of ore deposits that form generally less than 1 km from surface.
These deposits, which can host economic quantities of gold, silver, copper, lead and zinc are formed as a result
of the precipitation of ore minerals from up-welling hydrothermal fluids. There are several classes of epithermal
deposits that are defined on the basis of fluid chemistry and resulting alteration and ore mineralogy. Fluid
chemistry is largely controlled by the proximity to igneous intrusive rocks and as a result igneous fluid content.
Extrusive Rock: Igneous rock that has solidified on the earth’s surface from volcanic action.
Fault: A fracture in a rock where there had been displacement of the two sides.
Faults: Breaks in rocks with noticeable movement or displacement of the rocks on either side of the break.
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Feldspar: A group of aluminum silicate minerals closely related in chemical composition and physical properties.
There are two major chemical varieties of feldspar: the potassium aluminum, or potash, feldspars and the sodium-
calcium-aluminum, or plagioclase, feldspars. The feldspars possess a tetrahedral framework of silicon and oxygen,
with the partial substitution of aluminum for the silicon. They make up about 60 percent of the earth’s crust.
Felsic: Light colored silicate minerals, mainly quartz and feldspar, or an igneous rock comprised largely of felsic
minerals (granite, rhyolite).
Fluid inclusion: Fluid inclusions are "bubbles" of fluid trapped within the host mineral during its deposition from
its parent hydrothermal fluid. They are tiny remnants of the exact fluid from which the host mineral and its
associated ore minerals deposited and they provide direct information about the fluid composition, temperature
and pressure at which the hydrothermal deposit formed.
Folds: Are flexures in bedded or layered rocks. They are formed when forces are applied gradually to rocks over
a long period of time.
Fracture: Breaks in a rock, usually due to intensive folding or faulting.
Gangue: Term used to describe worthless minerals or rock waste mixed in with the valuable minerals.
Geochemical Anomaly: An area of elevated values of a particular element in soil or rock samples collected during
the preliminary reconnaissance search for locating favourable metal concentrations that could indicate the presence
of surface or drill targets.
Geochemistry: The study of the chemistry of rocks, minerals, and mineral deposits.
Geophysics: The study of the physical properties of rocks, minerals, and mineral deposits.
Gouge: The finely ground rock that results from the abrasion along a fault surface.
Grade: The concentration of each ore metal in a rock sample, usually given as weight percent. Where extremely
low concentrations are involved, the concentration may be given in grams per tonne (g/t) or ounces per ton (oz/t).
The grade of an ore deposit is calculated, often using sophisticated statistical procedures, as an average of the
grades of a very large number of samples collected from throughout the deposit.
Granite: A coarse grained, plutonic igneous rock that is normally pale pink, pale pink-brown, or pale grey, and
composed of quartz, alkali feldspar, micas and accessory minerals.
Granodiorite: A course grained, plutonic igneous rock that is normally pale grey, and composed of quartz, calc-
alkali feldspar, micas and accessory minerals.
Grid: A network composed of two sets of uniformly spaced parallel lines, usually intersecting at right angles and
forming squares, superimposed on a map, chart, or aerial photograph, to permit identification of ground locations by
means of a system or coordinates and to facilitate computation of direction and distance and size of geologic,
geochemical or geophysical features.
Hectare: A square of 100 meters on each side.
Host rock: The rock within which the ore deposit occurs.
Hydrothermal: Of or pertaining to hot water, to the action of hot water, or to the products of this action, such
as a mineral deposit precipitated from a hot aqueous solution; also, said of the solution itself. “Hydrothermal” is
generally used for any hot water, but has been restricted by some to water of magmatic origin.
Igneous: Means a rock formed by the cooling of molten silicate material.
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Induced polarization (I.P.) method: The method used to measure various electrical responses to the passage of
alternating currents of different frequencies through near-surface rocks or to the passage of pulses of electricity.
Intermediate: An igneous rock made up of both felsic and mafic minerals (diorite).
Intrusion: General term for a body of igneous rock formed below the surface.
Intrusive Rock: Any igneous rock solidified from magma beneath the earth’s surface.
Joint venture agreement: An agreement where the parties agree to the terms on which a property will be jointly
explored, developed, and mined. (See also “Option agreement” and “Earn in”).
Jurassic: Geological time period between 195 and 136 million years ago.
Kriging: (a) A statistical technique employed in calculating grade and tonnage of ore reserves from sampling data.
The data are handled by computer. (b) A technique for interpolating which honors data points exactly. An output
point is calculated as a linear combination of known data points. Kriging attempts to produce the best linear unbiased
estimate. Used to interpolate between drill holes.
K-silicate: Potassium-bearing silicates. Potassium silicates are very common rock-forming minerals, however
they are also formed by the interaction of hydrothermal fluids derived from the cooling intrusive rocks that are
genetically and spatially associated with porphyry and epithermal deposits. Potassium feldspar (orthoclase) and
potassium mica (biotite) are both commonly closely associated with copper-molybdenum ore in porphyry copper
deposits.
K-spar: Potassium feldspar.
Lava: Means an igneous rock formed by the cooling of molten silicate material which escapes to the earth’s
surface or pours out onto the sea floor.
Limestone: Sedimentary rock that is composed mostly of carbonates, the two most common of which are calcium
and magnesium carbonates.
Lithosphere: The crust and upper mantle, located above the asthenosphere and composing the rigid plates.
Mafic: A general term used to describe ferromagnesian minerals. Rocks composed mainly of ferromagnesian
minerals are correctly termed melanocratic.
Magma: Naturally occurring molten rock material, generated within the earth and capable of intrusion and extrusion,
from which igneous rocks have been derived through solidification and related processes. It may or may not contain
suspended solids (such as crystals and rock fragments) and/or gas phases.
Massive: Implies large mass. Applied in the context of hand specimens of, for example, sulphide ores, it usually
means the specimen is composed essentially of sulphides with few, if any, other constituents.
Metamorphic: Means any rock which is altered within the earth’s crust by the effects of heat and/or pressure
and/or chemical reactions. Pertains to the process of metamorphism or to its results.
Metasediment: A sediment or sedimentary rock that shows evidence of having been subjected to metamorphism.
Metavolcanic: An informal term for volcanic rocks that show evidence of having been subject to metamorphism.
Mineral claim: A legal entitlement to minerals in a certain defined area of ground.
Mineral Deposit or Mineralized Material: A mineralized underground body which has been intersected by
sufficient closely spaced drill holes and/or underground sampling to support sufficient tonnage and average grade of
metal(s) to warrant further exploration-development work. This deposit does not qualify as a commercially mineable
8
ore body (Reserves), as prescribed under Commission standards, until a final and comprehensive economic, technical,
and legal feasibility study based upon the test results is concluded.
Mineral: A naturally occurring, inorganic, solid element or compound that possesses an orderly internal arrangement
of atoms and a unique set of physical and chemical properties.
Mineralization: Usually implies minerals of value occurring in rocks.
National Instrument 43-101 or NI 43-101: A rule developed by the Canadian Securities Administrators and
administered by the provincial securities commissions that govern how issuers disclose scientific and technical
information about their mineral projects to the public. It covers oral statements as well as written documents and
websites. It requires that all disclosure be based on advice by a “qualified person” and in some circumstances
that the person be independent of the issuer and the property.
Net profits interest: A contractual granted right to some portion of the profits after deduction of expenses
sometimes expressed as a form of royalty.
Net smelter returns: Means the amount actually paid to the mine or mill owner from the sale of ore, minerals
and other materials or concentrates mined and removed from mineral properties. A royalty based on net smelter
returns usually provides cash flow that is free of any operating or capital costs and environmental liabilities.
Option agreement: An agreement where the optionee can exercise certain options to acquire or increase an
interest in a property by making periodic payments or share issuances or both to the optionor or by exploring,
developing or producing from the optionor’s property or both. Usually upon the acquisition of such interest,
unless it is a 100% interest, all operations thereafter are on a joint venture basis.
Ordinary kriging: The basic technique of kriging and uses a weighted average of neighboring samples to
estimate the 'unknown' value at a given location. Weights are optimized using the semi-variogram model, the
location of the samples and all the relevant inter-relationships between known and unknown values. The technique
also provides a "standard error" which may be used to quantify confidence levels.
Ore: A natural aggregate of one or more minerals which may be mined and sold at a profit, or from which some
part may be profitably separated.
Ore reserve: The measured quantity and grade of all or part of a mineralized body in a mine or undeveloped
mineral deposit for which the mineralization is sufficiently defined and measured on three sides to form the basis
of at least a preliminary mine production plan for economically viable mining.
Orogeny: The process of forming mountains by folding and thrusting.
Outcrop: An in situ exposure of bedrock.
Overburden: A general term for any material covering or obscuring rocks from view.
oz/t or opt: Ounces per ton.
Paleozoic: An era of geologic time, from the end of the Precambrian to the beginning of the Mesozoic, or from about
570 to about 225 million years ago.
Phenocrysts: An unusually large crystal in a relatively finer grained matrix.
Pluton: Term for an igneous intrusion, usually formed from magma.
Porphyry: An igneous rock composed of larger crystals set within a finer ground mass.
9
Pyroclastic rock: A rock of volcanic origin consisting of highly variable mixture of rock fragments, cinders
and ashes and bits of crystals and glass.
Quartz monzonite: A course grained, plutonic igneous rock that is normally pale pink, and composed of quartz,
alkali feldspar, micas and accessory minerals.
Rare Earth: A group of rare metallic chemical elements with consecutive atomic numbers of 57 to 71.
Reclamation bond: A bond usually required by governmental mining regulations when mechanized work on a
property is contemplated. Proceeds of the bond are used to reclaim any workings or put right any damage if
reclamation undertaken does not satisfy the requirements of the regulations.
Reserve: That part of a mineral deposit which could be economically extracted or produced at the time of the reserve
determination.
Reserves: A natural aggregate of one or more minerals which, at a specified time and place, may be mined and
sold at a profit, or from which some part may be profitably separated.
Reverse circulation drill: A rotary percussion drill in which the drilling mud and cuttings return to the surface
through the drill pipe.
Rhyolite: The fine grained equivalent of granite.
Royalty interest: A royalty, the calculation and payment of which is tied to some production unit such as ton of
concentrate or ounce of gold or silver produced. A common form of royalty interest is based on the net smelter
return.
Sample: Small amount of material that is supposed to be absolutely typical or representative of the object being
sampled.
Sandstone: Composed of sand-sized fragments cemented together. As a rule the fragments contain a high
percentage of quartz.
Sedimentary: A rock formed from cemented or compacted sediments.
Sediments: Are composed of the debris resulting from the weathering and breakup of other rocks that have been
deposited by or carried to the oceans by rivers, or left over from glacial erosion or sometimes from wind action.
Selvage: A marginal zone, as in a dyke or vein, having some distinctive feature of fabric or composition.
Sericite: A fine-grained variety of mica occurring in small scales, especially in schists.
Shale: An argillaceous rock consisting of silt or clay-sized particles cemented together. Most shales are quite
soft, because they contain large amounts of clay minerals.
Silicate: Most rocks are made up of a small number of silicate minerals ranging from quartz (SiO2) to more
complex
hornblende
(Ca2Na(Mg,Fe)4(Al,Fe,Ti)Si8)22(OH)2).
(KAlSi3O8)
orthoclase
minerals
feldspar
such
or
as
Sill: Tabular intrusion which is sandwiched between layers in the host rock.
Skarn: A thermally altered impure limestone in which material has been added to the original rock. Skarns are
generally characterized by the presence of calcium and silica rich minerals. Many skarns contain sulphide minerals
which in some cases can be of economic value.
10
Stock: An igneous intrusive body of unknown depth with a surface exposure of less than 104 square kilometres. The
sides, or contacts, of a stock, like those of a batholith, are usually steep and broaden with depth.
Stockwork: A mineral deposit consisting of a three-dimensional network of closely spaced planar or irregular
veinlets.
Strike: The bearing, or magnetic compass direction, of an imaginary line formed by the intersection of a horizontal
plane with any planar surface, most commonly with bedding planes or foliation planes in rocks.
Sulphide minerals: A mineral compound characterized by the linkage of sulfur with a metal or semimetal; e.g.,
galena.
Syncline: A fold in which the bed has been forced down in the middle or up on the sides to form a trough.
Tailings: Material rejected from a mill after recoverable valuable minerals have been extracted.
Tailings pond: A pond where tailings are disposed of.
Tonne: Metric ton – 1,000 kilograms – equivalent to 1.1023 tons.
Triassic: Geological time period between 225 and 195 million years ago.
Tuff: A finer grained pyroclastic rock made up mostly of ash and other fine grained volcanic material.
Veins: The mineral deposits that are found filling openings in rocks created by faults or replacing rocks on either
side of faults.
Vuggy silica: In a high sulphidation epithermal environment, the highly acidic waters have dissolved everything
but silica resulting in a highly porous and pox marker rock which is a good host for gold deposition. It is an
indicator mineralization typical of epithermal rocks.
Waste: Rock which is not ore. Usually referred to that rock which has to be removed during the normal course
of mining in order to get at the ore.
Glossary of Abbreviations
Ag: Silver
Ag g/t: Silver grade measured in grams per metric ton
Converts to ounces per ton by dividing by 34.286
Au: Gold
Au g/t: Gold grade measured in grams per metric ton
Converts to ounces per ton by dividing by 34.286
Cu: Copper
g/t: grams per tonne
IP: Induced Polarization geophysical survey
masl: meters above sea level
MPa: Megapascal or one million pascals.
NSR: net smelter returns royalty
Oz: Troy ounce
QA/QC: Quality Assurance/Quality Control
tpd: Tonnes per day
ton: Short ton (2,000 pounds)
tonne: Metric ton (1000 kilograms - 2204.62 pounds)
11
NOTES CONCERNING TERMINOLOGY RELATED TO RESOURCES AND RESERVES
Please see “CAUTIONARY NOTE TO U.S. INVESTORS REGARDING MINERAL RESOURCE AND
MINERAL RESERVE ESTIMATES,” below.
The terms "mineral resource", "measured mineral resource", "indicated mineral resource", "inferred mineral
resource", “mineral reserve”, “probable mineral reserve” and “proven mineral reserve” used in this Annual Report
are Canadian mining terms as defined in accordance with National Instrument 43-101 (“NI 43-101”), Standards
of Disclosure for Mineral Projects under the guidelines set out in the Canadian Institute of Mining, Metallurgy
and Petroleum (the "CIM") Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council.
On November 14, 2004, November 27, 2010 and May 10, 2014, CIM Council adopted an update to the CIM
Definition Standards to reflect the more detailed guidance available and effect certain editorial changes required
to maintain consistency with current regulations. This version of the CIM Definition Standards includes further
editorial changes required to maintain compatibility with the new version of National Instrument 43-101 which
became Canadian law in 2011. The CIM Definition Standards can be viewed on the CIM website at www.cim.org.
In accordance with Industry Guide 7, Description of Property by Issuers Engaged or to be Engaged in Significant
Mining Operations, issued by the U. S. Securities and Exchange Commission (the “Commission”), a reserve is
termed a “mineral deposit”.
Definitions
Qualified Person
Mineral Resource and Mineral Reserve estimates and resulting technical reports under NI 43-101 must be
prepared by or under the direction of, and dated and signed by, a Qualified Person. A “Qualified Person” means
an individual who is an engineer or geoscientist with a university degree, or equivalent accreditation, with at least
five years of experience in mineral exploration, mine development or operation or mineral project assessment, or
any combination of these; has experience relevant to the subject matter of the mineral project and the technical
report; and is a member or licensee in good standing of a professional association. The Qualified Person(s) should
be clearly satisfied that they could face their peers and demonstrate competence and relevant experience in the
commodity, type of deposit and situation under consideration. If doubt exists, the person must either seek or
obtain opinions from other colleagues or demonstrate that he or she has obtained assistance from experts in areas
where he or she lacked the necessary expertise. Determination of what constitutes relevant experience can be a
difficult area and common sense has to be exercised. For example, in estimating Mineral Resources for vein gold
mineralization, experience in a high-nugget, vein-type mineralization such as tin, uranium etc. should be relevant
whereas experience in massive base metal deposits may not be. As a second example, for a person to qualify as a
Qualified Person in the estimation of Mineral Reserves for alluvial gold deposits, he or she would need to have
relevant experience in the evaluation and extraction of such deposits. Experience with placer deposits containing
minerals other than gold, may not necessarily provide appropriate relevant experience for gold. In addition to
experience in the style of mineralization, a Qualified Person preparing or taking responsibility for Mineral
Resource estimates must have sufficient experience in the sampling, assaying, or other property testing techniques
that are relevant to the deposit under consideration in order to be aware of problems that could affect the reliability
of the data. Some appreciation of extraction and processing techniques applicable to that deposit type might also
be important.
Estimation of Mineral Resources is often a team effort, for example, involving one person or team collecting the
data and another person or team preparing the Mineral Resource estimate. Within this team, geologists usually
occupy the pivotal role. Estimation of Mineral Reserves is almost always a team effort involving a number of
technical disciplines, and within this team mining engineers have an important role. Documentation for a Mineral
Resource and Mineral Reserve estimate must be compiled by, or under the supervision of, a Qualified Person(s),
whether a geologist, mining engineer or member of another discipline. It is recommended that, where there is a
clear division of responsibilities within a team, each Qualified Person should accept responsibility for his or her
particular contribution. For example, one Qualified Person could accept responsibility for the collection of
Mineral Resource data, another for the Mineral Reserve estimation process, another for the mining study, and the
project leader could accept responsibility for the overall document. It is important that the Qualified Person
accepting overall responsibility for a Mineral Resource and/or Mineral Reserve estimate and supporting
documentation, which has been prepared in whole or in part by others, is satisfied that the other contributors are
12
Qualified Persons with respect to the work for which they are taking responsibility and that such persons are
provided adequate documentation.
Preliminary Economic Assessment (PEA)
A study, other than a Pre-Feasibility or Feasibility Study, that includes an economic analysis of the potential
viability of mineral resources.
Preliminary Feasibility Study (Pre-Feasibility Study)
The CIM Definition Standards requires the completion of a Preliminary Feasibility Study as the minimum
prerequisite for the conversion of Mineral Resources to Mineral Reserves.
A Preliminary Feasibility Study is a comprehensive study of a range of options for the technical and economic
viability of a mineral project that has advanced to a stage where a preferred mining method, in the case of
underground mining, or the pit configuration, in the case of an open pit, is established and an effective method of
mineral processing is determined. It includes a financial analysis based on reasonable assumptions on mining,
processing, metallurgical, economic, marketing, legal, environmental, social and governmental considerations
and the evaluation of any other relevant factors which are sufficient for a Qualified Person, acting reasonably, to
determine if all or part of the Mineral Resource may be classified as a Mineral Reserve.
Feasibility Study
A Feasibility Study is a comprehensive technical and economic study of the selected development option for a
mineral project that includes appropriately detailed assessments of realistically assumed mining, processing,
metallurgical, economic, marketing, legal, environmental, social and governmental considerations together with
any other relevant operational factors and detailed financial analysis, that are necessary to demonstrate at the time
of reporting that extraction is reasonably justified (economically mineable). The results of the study may
reasonably serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance,
the development of the project. The confidence level of the study will be higher than that of a Pre-Feasibility
Study.
Exploration Information
Exploration information means geological, geophysical, geochemical, sampling, drilling, trenching, analytical
testing, assaying, mineralogical, metallurgical and other similar information concerning a particular property that
is derived from activities undertaken to locate, investigate, define or delineate a mineral prospect or mineral
deposit. It is recognized that in the review and compilation of data on a project or property, previous or historical
estimates of tonnage and grade, not meeting the minimum requirement for classification as Mineral Resource,
may be encountered. If a Qualified Person reports Exploration Information in the form of tonnage and grade, it
must be clearly stated that these estimates are conceptual or order of magnitude and that they do not meet the
criteria of a Mineral Resource.
Mineral Resource
A Mineral Resource is a concentration or occurrence of solid material of economic interest in or on the Earth’s
crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic
extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a Mineral
Resource are known, estimated or interpreted from specific geological evidence and knowledge, including
sampling. The term Mineral Resource covers mineralization and natural material of intrinsic economic interest
which has been identified and estimated through exploration and sampling and within which Mineral Reserves
may subsequently be defined by the consideration and application of technical, economic, legal, environmental,
socio-economic and governmental factors. The phrase “reasonable prospects for economic extraction” implies a
judgment by the Qualified Person in respect of the technical and economic factors likely to influence the prospect
of economic extraction. A Mineral Resource is an inventory of mineralization that under realistically assumed
and justifiable technical and economic conditions might become economically extractable. These assumptions
must be presented explicitly in both public and technical reports.
Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and
Measured categories. An Inferred Mineral Resource has a lower level of confidence than that applied to an
Indicated Mineral Resource. An Indicated Mineral Resource has a higher level of confidence than an Inferred
Mineral Resource but a lower level of confidence than a Measured Mineral Resource, and may only be converted
13
to a Probable Mineral Reserve. A Measured Mineral Resource has a higher level of confidence than that applying
to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proven Mineral
Reserve or to a Probable Mineral Reserve.
Inferred Mineral Resource
An Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality are
estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply
but not verify geological and grade or quality continuity. An Inferred Mineral Resource must not be converted to
a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded
to Indicated Mineral Resources with continued exploration.
However, due to the uncertainty that may be attached to Inferred Mineral Resources, it cannot be assumed that
all or any part of an Inferred Mineral Resource will be upgraded to an Indicated or Measured Mineral Resource
as a result of continued exploration. Confidence in the estimate is insufficient to allow the meaningful application
of technical and economic parameters or to enable an evaluation of economic viability worthy of public
disclosure. Inferred Mineral Resources must be excluded from estimates forming the basis of feasibility or other
economic studies.
Indicated Mineral Resource
An “Indicated Mineral Resource” is that part of a Mineral Resource for which quantity, grade or quality, densities,
shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate
application of technical and economic parameters, to support mine planning and evaluation of the economic
viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered
through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are
spaced closely enough for geological and grade continuity to be reasonably assumed. Mineralization may be
classified as an Indicated Mineral Resource by the Qualified Person when the nature, quality, quantity and
distribution of data are such as to allow confident interpretation of the geological framework and to reasonably
assume the continuity of mineralization. The Qualified Person must recognize the importance of the Indicated
Mineral Resource category to the advancement of the feasibility of the project. An Indicated Mineral Resource
estimate is of sufficient quality to support a Preliminary Feasibility Study which can serve as the basis for major
development decisions.
Measured Mineral Resource
A “Measured Mineral Resource” is that part of a Mineral Resource for which quantity, grade or quality, densities,
shape, and physical characteristics are so well established that they can be estimated with confidence sufficient
to allow the appropriate application of technical and economic parameters, to support production planning and
evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration,
sampling and testing information gathered through appropriate techniques from locations such as outcrops,
trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade
continuity. Mineralization or other natural material of economic interest may be classified as a Measured Mineral
Resource by the Qualified Person when the nature, quality, quantity and distribution of data are such that the
tonnage and grade of the mineralization can be estimated to within close limits and that variation from the estimate
would not significantly affect potential economic viability. This category requires a high level of confidence in,
and understanding of, the geology and controls of the mineral deposit.
Mineral Reserve
Mineral Reserves are sub-divided in order of increasing confidence into Probable Mineral Reserves and Proven
Mineral Reserves. A Probable Mineral Reserve has a lower level of confidence than a Proven Mineral Reserve.
A Mineral Reserve is the economically mineable part of a Measured or Indicated Mineral Resource demonstrated
by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing,
metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic
extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may
occur when the material is mined. Mineral Reserves are those parts of Mineral Resources which, after the
application of all mining factors, result in an estimated tonnage and grade which, in the opinion of the Qualified
Person(s) making the estimates, is the basis of an economically viable project after taking account of all relevant
processing, metallurgical, economic, marketing, legal, environment, socio-economic and government factors.
14
Mineral Reserves are inclusive of diluting material that will be mined in conjunction with the Mineral Reserves
and delivered to the treatment plant or equivalent facility. The term “Mineral Reserve” need not necessarily
signify that extraction facilities are in place or operative or that all governmental approvals have been received.
It does signify that there are reasonable expectations of such approvals.
Probable Mineral Reserve
A “Probable Mineral Reserve” is the economically mineable part of an Indicated and, in some circumstances, a
Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include
adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate,
at the time of reporting, that economic extraction can be justified.
Proven Mineral Reserve
A “Proven Mineral Reserve” is the economically mineable part of a Measured Mineral Resource demonstrated
by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing,
metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic
extraction is justified. Application of the Proven Mineral Reserve category implies that the Qualified Person has
the highest degree of confidence in the estimate with the consequent expectation in the minds of the readers of
the report. The term should be restricted to that part of the deposit where production planning is taking place and
for which any variation in the estimate would not significantly affect potential economic viability.
CAUTIONARY NOTE TO U.S. INVESTORS REGARDING MINERAL RESOURCE AND MINERAL
RESERVE ESTIMATES
As used in this Annual Report on Form 20-F, the terms “Mineral Reserve,” “Proven Mineral Reserve” and
“Probable Mineral Reserve” are Canadian mining terms defined in accordance with NI 43-101 and the CIM
Standards. These definitions differ from the definitions in SEC Industry Guide 7 under the U.S. Securities Act.
Under SEC Industry Guide 7, a reserve is defined as that part of a mineral deposit which could be economically
and legally extracted or produced at the time the reserve determination is made. The terms “Mineral Resource,”
“Measured Mineral Resource,” “Indicated Mineral Resource” and “Inferred Mineral Resource” are defined in and
required to be used by NI 43-101. However, these terms are not defined terms under SEC Industry Guide 7 and
are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are
cautioned not to assume that all, or any part, of a mineral deposit in these categories will ever be converted into
reserves. “Indicated Mineral Resource” and “Inferred Mineral Resource” have a great amount of uncertainty as
to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all,
or any part, of an Indicated Mineral Resource or an Inferred Mineral Resource will ever be upgraded to a higher
category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of Feasibility or
Preliminary Feasibility studies, except in rare cases. Investors are cautioned not to assume that all, or any part, of
an Inferred Mineral Resource exists or is economically or legally mineable. Disclosure of “contained ounces” in
a resource is permitted disclosure under Canadian regulations. However, the SEC normally only permits issuers
to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade
without reference to unit measures. Accordingly, information contained in this Annual Report on Form 20-F and
the exhibits filed herewith or incorporated by reference herein contain descriptions of mineral deposits that may
not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure
requirements under U.S. federal securities laws and the rules and regulations promulgated thereunder. Further,
the term “mineralized material” as used in this Annual Report on Form 20-F does not indicate “reserves” by SEC
standards. We cannot be certain that mineralized material will ever be confirmed or converted into SEC Industry
Guide 7 compliant "reserves". Investors are cautioned not to assume that mineralized material will ever be
confirmed or converted into reserves or that mineralized material can be economically or legally extracted.
15
Conversion Table
Metric / Imperial
1.0 millimeter (mm) = 0.039 inches (in)
1.0 meter (m) = 3.28 feet (ft)
1.0 kilometer (km) = 0.621 miles (mi)
1.0 hectare (ha) = 2.471 acres (ac)
1.0 gram (g) = 0.032 troy ounces (oz)
1.0 metric tonne (t) = 1.102 short tons (ton)
1.0 g/t = 0.029 oz/ton
Unless otherwise indicated, all dollar ($) amounts referred to herein are in Canadian dollars.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements contained in this Annual Report on Form 20-F of Almaden Minerals Ltd. (“Almaden” or the
“Company”), and the exhibits attached hereto that are not historical facts are forward-looking statements within
the meaning of U.S. and Canadian securities legislation and the U.S. Private Securities Litigation Reform Act of
1995 that involve risks and uncertainties.
Such forward-looking statements include, but are not limited to, statements regarding the permitting review
process for the Ixtaca project and the outcome of legal actions in Mexico that are based on assumptions about:
the permitting and legal regimes in Mexico; economic and political conditions; success of exploration,
development and environmental protection and remediation activities; the Company’s belief that Ixtaca will, long
after final closure, make meaningful and enduring positive contributions to surrounding communities and beyond,
the Company’s expectation that the project would employ over 400 people over an 11-year mine life and would
also provide updated infrastructure to the region, the impact of the project's proposed dry-stack tailing facilities,
the Company’s belief that the Ixtaca deposit can be an economically robust project that could provide the basis
for further investment in the area. These statements relate to analyses and other information that are based on
forecasts of future results, estimates of amounts not yet determinable and assumptions of management.
Statements concerning Mineral Reserve and Mineral Resource estimates may also be deemed to constitute
forward-looking statements to the extent that they involve estimates of the mineralization that will be encountered
if a property is developed, and in the case of Mineral Reserves, such statements reflect the conclusion based on
certain assumptions that the mineral deposit can be economically exploited. Any statements that express or
involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions
or future events or performance (often, but not always, using words or phrases such as “expects” or “does not
expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that
certain actions, events or results “may”, “could”, “would”, “might” or “will” (or the negative and grammatical
variations of any of these terms and similar expressions) be taken, occur or be achieved) are not statements of
historical fact and may be forward-looking statements. Forward-looking statements and forward-looking
information are based, in part, on assumptions and factors that may change and are subject to a variety of known
and unknown risks, uncertainties and other factors which could cause actual events or results, performance or
achievements of the Company to differ materially from those expressed or implied by the forward-looking
statements and forward-looking information. Some of the important risks, uncertainties and other factors that
could affect forward-looking statements and forward-looking information include, but are not limited to, those
described further in the sections entitled “ITEM 3. KEY INFORMATION - Risk Factors”, “ITEM 4.
INFORMATION ON THE COMPANY - Business Overview”, “ITEM 4. INFORMATION ON THE
COMPANY – Principal Property Interests” and “ITEM 5. OPERATING AND FINANCIAL REVIEW AND
PROSPECTS” and in the exhibits attached to this Annual Report on Form 20-F. Should one or more of these
risks, uncertainties and other factors materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those described in the Company’s forward-looking statements or forward-looking
information. There can be no assurance that forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those anticipated in such statements and information. The
forward-looking statements and forward-looking information are based on beliefs, expectations and opinions of
the Company’s management on the date of this Annual Report on Form 20-F and speak only as of the date hereof
and the Company does not undertake any obligation to publicly update forward-looking statements or forward-
looking information contained herein to reflect events or circumstances after the date hereof, except as required
by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.
16
Forward-looking statements and other information contained herein concerning the mining industry and the
Company’s expectations concerning the mining industry are based on estimates prepared by the Company using
data from publicly available sources as well as from market research and industry analysis and on assumptions
based on data and knowledge of this industry which the Company believes to be reasonable. However, this data
is inherently imprecise, although generally indicative of relative market positions, market shares and performance
characteristics. While the Company is not aware of any misstatements regarding any mining industry data
presented herein, the industry involves risks and uncertainties and is subject to change based on various factors.
Certain historical and forward-looking information contained in this Annual Report on Form 20-F has been
provided by, or derived from information provided by, certain persons other than the Company. Although the
Company does not have any knowledge that would indicate that any such information is untrue or incomplete,
the Company assumes no responsibility for the accuracy and completeness of such information or the failure by
such other persons to disclose events which may have occurred or may affect the completeness or accuracy of
such information, but which is unknown to the Company.
Please consult the Company’s public filings at www.sec.gov for further, more detailed information concerning
these matters.
PART I
Item 1. Identity of Directors, Senior Management and Advisors
Not applicable
Item 2. Offer Statistics and Expected Timetable
Not applicable
Item 3. Key Information
The following selected financial data of the Company for Fiscal 2019, Fiscal 2018 and Fiscal 2017 ended
December 31st was derived from the consolidated financial statements of the Company included elsewhere in
this 20-F Annual Report. The selected financial data set forth for Fiscal 2016 and Fiscal 2015 ended December
31st are derived from the Company's audited consolidated financial statements, not included herein. The selected
financial data should be read in conjunction with the consolidated financial statements and other information
included immediately following the text of this Annual Report.
The consolidated financial statements of the Company have been prepared in accordance and compliance with
International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).
The basis of preparation is described in Note 2 of the consolidated financial statements.
17
Table No. 1
Selected Financial Data
International Financial Reporting Standards (“IFRS”)
(expressed in thousands of Canadian dollars, except share and per share data)
Year
Ended
12/31/2019
$ -
678
(3,763)
(0.03)
(0.03)
111,727
1,748
56,973
68,585
74,064
127,022
-
Year
Ended
12/31/2018
$ -
1,190
(3,512)
(0.03)
(0.03)
107,584
4,357
54,678
71,365
73,928
127,022
-
Year
Ended
12/31/2017
$ -
468
(5,231)
(0.05)
(0.05)
95,873
16,065
44,804
64,730
66,803
118,054
-
Year
Ended
12/31/2016
$ -
444
(4,024)
(0.05)
(0.05)
82,323
9,293
35,985
45,221
47,514
95,290
-
Year
Ended
12/31/2015
$ -
2,711
(1,145)
(0.02)
(0.02)
73,249
5,808
30,538
35,983
38,215
83,758
-
Revenues
Other Income (loss)
Net loss and comprehensive loss
Basic net (loss) income per common share
Diluted net (loss) income per common
share
Weighted average shares (000)
Working capital
Exploration and evaluation assets
Net assets
Total assets
Capital stock
Dividends declared per share
Canadian/U.S. Dollar Exchange Rates
In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian dollars (CDN$).
Table No. 2 sets forth the exchange rate for the Canadian dollars at the end of the five most recent fiscal periods
ended at December 31st, the average rates for the period, the range of high and low rates and the close for the
period. Table No. 3 sets forth the range of high and low rates for each month during the previous six months.
For purposes of this table, the rate of exchange means the noon buying rate in New York City for cable transfers
in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York. The table sets
forth the number of Canadian Dollars required under that formula to buy one U.S. Dollar. The average rate means
the average of the exchange rates on the last day of each month during the period.
Table No. 2
Canadian Dollar/U.S. Dollar Exchange Rates for Five Most Recent Financial Years
Fiscal Year Ended 12/31/2019
Fiscal Year Ended 12/31/2018
Fiscal Year Ended 12/31/2017
Fiscal Year Ended 12/31/2016
Fiscal Year Ended 12/31/2015
Average
High
Low
Close
$1.33
1.30
1.30
1.32
1.28
$1.36
1.36
1.37
1.46
1.40
$1.30
1.23
1.21
1.25
1.17
$1.30
1.36
1.25
1.34
1.38
Table No. 3
Canadian Dollar/U.S. Dollar Exchange Rates for Previous Six Months
High
Low
September
2019
October
2019
November
2019
December
2019
$1.33
1.32
$1.33
1.31
$1.33
1.31
$1.33
1.30
January
2020
$1.32
1.30
February
2020
$1.34
1.32
The exchange rate was CDN$1.41/US$1.00 on March 26, 2020.
18
Risk Factors
General Risk Factors Attendant to Resource Exploration and Development
Resource exploration and development is a speculative business, characterized by a number of significant risks
including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits
but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit
from production. The marketability of minerals acquired or discovered by the Company may be affected by
numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such
as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment,
and other factors such as government regulations, including regulations relating to royalties, allowable
production, importing and exporting of minerals, and environment protection, the combination of which factors
may result in the Company not receiving an adequate return on investment capital.
Presently, the Company is in the exploration and development stage and there is no assurance that a commercially
viable ore deposit (a reserve) exists in any of its properties or prospects until further work is done and a
comprehensive economic evaluation based upon that work is concluded. In recent years the Company has
financed its operations principally through the sale of equity securities. In the past, it has also financed its activities
by entering into joint venture arrangements and through the sale of an inventory of gold. A commercially viable
ore deposit is dependent on the establishment of economically recoverable reserves, the ability of the Company
to obtain the necessary financing and permitting to complete development and ultimately upon future profitable
production or the realization of proceeds from the disposition of the properties.
Uncertainty in Discovering Commercially Mineable Ore Deposits
There is no certainty that the expenditures to be made by the Company in the exploration of its properties as
described herein will result in discoveries of mineralized material in commercial quantities. Most exploration
projects do not result in the discovery of commercially mineable ore deposits and no assurance can be given that
any particular level of recovery of ore reserves will in fact be realized or that any identified mineral deposit will
ever qualify as a commercially mineable (or viable) ore body which can be legally and economically exploited.
Estimates of reserves, mineral deposits and production costs can also be affected by such factors as environmental
permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties,
unusual or unexpected geological formations and work interruptions. In addition, the grade of ore ultimately
mined may differ from that indicated by drilling results. Short term factors relating to ore reserves, such as the
need for orderly development of ore bodies or the processing of new or different grades, may also have an adverse
effect on mining operations and on the results of operations. There can be no assurance that minerals recovered
in small-scale tests will be duplicated in large-scale tests under on-site conditions or in production scale. Material
changes in ore reserves, grades, stripping ratios or recovery rates may affect the economic viability of any project.
History of Net Losses, Lack of Cash Flow and Assurance of Profitability; Need for Additional Capital
The Company had net losses in a number of years since its date of incorporation. Due to the nature of the
Company’s business, there can be no assurance that the Company will be profitable. The Company had net losses
of $3,763,075 in Fiscal 2019, $3,511,667 in Fiscal 2018, and $5,231,295 in Fiscal 2017.
The Company currently has no revenues from operations as all of its properties and prospects are in the
development stage. There is no assurance that the Company will receive revenues from operations at any time in
the near future. During Fiscal 2019, 2018 and 2017, the Company earned interest income and other income from
Administrative service fees charged to Azucar Minerals Ltd. (“Azucar”) and, during Fiscal 2019 and 2018, the
Company earned other income from Administrative service fees charged to Almadex Minerals Ltd. (“Almadex”).
At December 31, 2019, the Company had working capital of $1,748,508 including cash and cash equivalents of
$912,214. Management estimates that the current cash position and expected future cash flows from the exercise
of outstanding stock options and warrants and equity financing will be sufficient for the Company to carry out its
anticipated exploration and operating plans for fiscal 2020 that includes further development of the Ixtaca Project.
Although Management believes that the Company’s cash resources are sufficient to meet its working capital and
mineral exploration requirements for fiscal 2020, the Company may require additional capital in order to remain
operational in the near future. There is the possibility that the Company may not receive such necessary funding,
particularly during a down economy. Additional funding may not be available, or if it is available, may not be
on favorable terms.
The Company has not paid dividends on its shares since incorporation and the Company does not anticipate doing
so in the foreseeable future.
19
Uncertainty of Obtaining Additional Funding Requirements
If the Company’s exploration and development programs are successful, additional capital will be required for
the further development of an economic ore body and to place it in commercial production. The only material
sources of future funds presently available to the Company are the sale of its equity capital, the incurring of debt,
or the offering by the Company of an interest in its properties and prospects to be earned by another party or
parties carrying out further development thereof.
Failure to obtain additional financing on a timely basis could cause the Company to forfeit its interest in such
properties, dilute its interests in the properties and/or reduce or terminate its operations.
Possible Dilution to Present and Prospective Shareholders
The Company’s plan of operation, in part, contemplates the financing of the conduct of its business by the
issuance, for cash, of equity securities of the Company or incurring debt, or a combination of the two. Any
transaction involving the issuance of previously authorized but unissued shares of common stock, or securities
convertible into common stock, would result in dilution, possibly substantial, to present and prospective holders
of common stock. The Company could also seek joint venture partners or funding sources such as royalties or
streaming transactions. These approaches would dilute the Company’s interest in properties it has acquired.
Material Risk of Dilution Presented by Large Number of Outstanding Share Purchase Options and
Warrants
As of March 26, 2020, there were share purchase options outstanding allowing the holders of these options to
purchase 11,137,000 shares of the Company’s common stock and warrants allowing the holders of these warrants
to purchase 10,341,350 shares of the Company’s common stock. Directors and officers of the Company in the
aggregate hold 9,287,000 of these share purchase options and 12,500 of these warrants. An additional 1,850,000
share purchase options are held by employees and consultants of the Company. Given the fact that as of March
26, 2020 there were 111,726,719 shares of common stock outstanding, the exercise of all of the existing share
purchase options and warrants would result in dilution to the existing shareholders and could depress the price of
the Company’s shares. The exercise of all outstanding share purchase options and warrants would cause the
number of issued and outstanding common shares to rise 19%.
Volatility of Share Price
Market prices for shares of early stage companies are often volatile. Factors such as announcements of mineral
discoveries, exploration and financial results, and other factors could have a significant effect on the price of the
Company’s shares.
Mineral Prices May Not Support Corporate Profit
The mining industry in general is intensely competitive and there is no assurance that, even if commercial
quantities of mineral resources are developed, a profitable market will exist for the sale of same. Factors beyond
the control of the Company may affect the marketability of any substances discovered. The price of minerals is
volatile over short periods of time, and is affected by numerous factors beyond the control of the Company,
including international economic and political trends, expectations of inflation, currency exchange fluctuations,
interest rates and global or regional consumption patterns, speculative activities and increased production due to
improved mining techniques. Material changes in mineral prices may affect the economic viability of any project.
Laws and regulations
The Company’s exploration activities are subject to extensive federal, provincial, state and local laws and
regulations governing prospecting, development, production, exports, taxes, labour standards, occupational health
and safety, mine safety and other matters in all the jurisdictions in which it operates. These laws and regulations
are subject to change, can become more stringent and compliance can therefore become more costly. These
factors may affect both the Company’s ability to undertake exploration and development activities in respect of
future properties in the manner contemplated, as well as its ability to continue to explore, develop and operate
those properties in which it currently has an interest or in respect of which it has obtained exploration and
development rights to date. The Company applies the expertise of its management, advisors, employees and
contractors to ensure compliance with current laws and relies on its land men and legal counsel in both Mexico
and Canada.
20
Failure to comply with applicable laws and regulations may result in civil or criminal fines or penalties or
enforcement actions, including orders issued by regulatory or judicial authorities enjoining, curtailing or closing
operations or requiring corrective measures, installation of additional equipment or remedial actions, any of which
could result in the Company incurring significant expenditures. The Company may also be required to
compensate private parties suffering loss or damage by reason of a breach of such laws, regulations or permitting
requirements. It is also possible that future laws and regulations, or a more stringent enforcement of current laws
and regulations by governmental authorities, could cause additional expense, capital expenditures, restrictions on
or suspensions of our operations and delays in the exploration and development of Ixtaca.
Political, economic and social environment
The Company’s mineral properties may be adversely affected by political, economic and social uncertainties
which could have a material adverse effect on the Company’s results of operations and financial condition. Areas
in which the Company holds or may acquire properties may experience local political unrest and disruption which
could potentially affect the Company’s projects or interests. Changes in leadership, social or political disruption
or unforeseen circumstances affecting political, economic and social structure could adversely affect the
Company’s property interests or restrict its operations. The Company’s mineral exploration and development
activities may be affected by changes in government regulations relating to the mining industry and may include
regulations on production, price controls, labour, export controls, income taxes, expropriation of property,
environmental legislation and safety factors.
Any shifts in political attitudes or changes in laws that may result in, among other things, significant changes to
mining laws or any other national legal body of regulations or policies are beyond the control of the Company
and may adversely affect its business. The Company faces the risk that governments may adopt substantially
different policies, which might extend to the expropriation of assets or increased government participation in the
mining sector. In addition, changes in resource development or investment policies, increases in taxation rates,
higher mining fees and royalty payments, revocation or cancellation of mining concession rights or shifts in
political attitudes in Mexico may adversely affect the Company’s business.
The Company’s relationship with communities in which it operates is critical to the development of the Ixtaca
project. Local communities may be influenced by external entities, groups or organizations opposed to mining
activities. In recent years, anti-mining NGO activity in Mexico has increased. These NGOs have taken such
actions as road closures, work stoppages and law suits for damages. These actions relate not only to current
activities but often in respect to the mining activities by prior owners of mining properties. Such actions by NGOs
may have a material adverse effect on the Company’s operations at the Ixtaca project and on its financial position,
cash flow and results of operations.
Risks related to International Labour Organization (“ILO”) Convention 169 Compliance
The Company may, or may in the future, operate in areas presently or previously inhabited or used by indigenous
peoples. As a result, the Company’s operations are subject to national and international laws, codes, resolutions,
conventions, guidelines and other similar rules respecting the rights of indigenous peoples, including the
provisions of ILO Convention 169. ILO Convention 169 mandates, among other things, that governments consult
with indigenous peoples who may be impacted by mining projects prior to granting rights, permits or approvals
in respect of such projects.
ILO Convention 169 has been ratified by Mexico. It is possible however that Mexico may not (i) have
implemented procedures to ensure their compliance with ILO Convention 169 or (ii) have complied with the
requirements of ILO Convention 169 despite implementing such procedures.
Government compliance with ILO Convention 169 can result in delays and significant additional expenses to the
Company arising from the consultation process with indigenous peoples in relation to the Company’s exploration,
mining or development projects. Moreover, any actual or perceived past contraventions, or potential future actual
or perceived contraventions, of ILO Convention 169 by ratifying governments in the countries in which the
Company operates create a risk that the permits, rights, approvals, and other governmental authorizations that the
Company has relied upon, or may in the future rely upon, to carry out its operations or plans in such countries
could be challenged by or on behalf of indigenous peoples in such countries.
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Such challenges may result in, without limitation, additional expenses with respect to the Company’s operations,
the suspension, revocation or amendment of the Company’s rights or mining, environmental or export permits, a
delay or stoppage of the Company’s development, exploration or mining operations, the refusal by governmental
authorities to grant new permits or approvals required for the Company’s continuing operations until the
settlement of such challenges, or the requirement for the responsible government to undertake the requisite
consultation process in accordance with ILO Convention 169.
As a result of the inherent uncertainty in respect of such proceedings, the Company is unable to predict what the
results of any such challenges would be; however, any ILO Convention 169 proceedings relating to the
Company’s operations in Mexico may have a material adverse effect on the business, operations, and financial
condition of the Company.
As a result of social media and other web-based applications, companies today are at much greater risk
of losing control over how they are perceived
Damage to the Company’s reputation can be the result of the actual or perceived occurrence of any number of
events, and could include any negative publicity, whether true or not. Although the Company places a great
emphasis on protecting its image and reputation, it does not ultimately have direct control over how it is perceived
by others. Reputation loss may lead to increased challenges in developing and maintaining community relations,
decreased investor confidence and act as an impediment to the Company’s overall ability to advance its projects,
thereby having a material adverse impact on the Company’s business, financial condition or results of operations.
The Company may be subject to legal proceedings that arise in the ordinary course of business
Due to the nature of its business, the Company may be subject to regulatory investigations, claims, lawsuits and
other proceedings in the ordinary course of its business. The Company’s operations are subject to the risk of legal
claims by employees, unions, contractors, lenders, suppliers, joint venture partners, shareholders, governmental
agencies or others through private actions, class actions, administrative proceedings, regulatory actions or other
litigation. Plaintiffs may seek recovery of very large or indeterminate amounts, and the magnitude of the potential
loss relating to such lawsuits may remain unknown for substantial periods of time. Defense and settlement costs
can be substantial, even with respect to claims that have no merit. The results of these legal proceedings cannot
be predicted with certainty due to the uncertainty inherent in litigation, including the effects of discovery of new
evidence or advancement of new legal theories, the difficulty of predicting decisions of judges and juries and the
possibility that decisions may be reversed on appeal. The litigation process could, as a result, take away from the
time and effort of the Company’s management and could force the Company to pay substantial legal fees or
penalties. There can be no assurances that the resolutions of any such matters will not have a material adverse
effect on the Company’s business, financial condition and results of operations.
Title to mineral properties
While the Company has investigated title to its mineral properties, this should not be construed as a guarantee of
title. The properties may be subject to prior unregistered agreements or transfers and title may be affected by
undetected defects. Title to Almaden’s mining concessions may also be adversely affected by the Amparo as
discussed on page 78 under the heading “Legal Proceedings”.
There is a risk that title to the mining concessions, the surface rights and access rights comprising Ixtaca and the
necessary infrastructure, may be deficient or subject to additional disputes. The procurement or enforcement of
such rights, or any dispute with respect to such rights, can be costly and time consuming. In areas where there are
local populations or land owners, it may be necessary, as a practical matter, to negotiate surface access. Despite
having the legal right to access the surface and carry on construction and mining activities, the Company may not
be able to negotiate satisfactory agreements with existing landowners/occupiers for such access, and therefore it
may be unable to carry out activities as planned. In addition, in circumstances where such access is denied, or no
agreement can be reached, this could have a material adverse effect on the Company and the Company may need
to rely on the assistance of local officials or the courts in such jurisdictions or pursue other alternatives, which
may suspend, delay or impact mining activities as planned.
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There is also a risk that the Company’s exploration, development and mining authorizations and surface rights
may be challenged or impugned by third parties. In addition, there is a risk that the Company will not be able to
renew some or all its licenses in the future. Inability to renew a license could result in the loss of any project
located within that license.
Environmental
The Company’s exploration and development activities are subject to extensive laws and regulations governing
environment protection. The Company is also subject to various reclamation-related conditions. Reclamation
requirements are designed to minimize long-term effects of mining exploitation and exploration disturbance by
requiring the operating company to control possible deleterious effluents and to re-establish to some degree pre-
disturbance land forms and vegetation. The Company is subject to such requirements in connection with its
activities at Ixtaca. Any significant environmental issues that may arise, however, could lead to increased
reclamation expenditures and could have a material adverse impact on the Company’s financial resources.
There can also be no assurance that closure estimates prove to be accurate. The amounts recorded for reclamation
costs are estimates unique to a property based on estimates provided by independent consulting engineers and the
Company’s assessment of the anticipated timing of future reclamation and remediation work required to comply
with existing laws and regulations. Actual costs incurred in future periods could differ from amounts estimated.
Additionally, future changes to environmental laws and regulations could affect the extent of reclamation and
remediation work required to be performed by the Company. Any such changes in future costs could materially
impact the amounts charged to operations for reclamation and remediation.
Although the Company closely follows and believes it is operating in compliance with all applicable
environmental regulations, there can be no assurance that all future requirements will be obtainable on reasonable
terms. Failure to comply may result in enforcement actions causing operations to cease or be curtailed and may
include corrective measures requiring capital expenditures. Intense lobbying over environmental concerns by
NGOs opposed to mining has caused some governments to cancel or restrict development of mining projects.
Current publicized concern over climate change may lead to carbon taxes, requirements for carbon offset
purchases or new regulation. The costs or likelihood of such potential issues to the Company cannot be estimated
at this time.
Uncertainty in Development of a Commercially Mineable Ore Deposit
The properties and prospects in which the Company has an interest are not in commercial production. A
commercially viable ore deposit is dependent on the establishment of economically recoverable reserves, the
ability of the Company to obtain the necessary financing and permitting to complete development, and ultimately
upon future profitable production or the realization of proceeds from the disposition of the properties.
Uncertainty of Reserves and Mineralization Estimates
There are numerous uncertainties inherent in estimating proven and probable reserves and mineralization,
including many factors beyond the control of the Company. The estimation of reserves and mineralization is a
subjective process and the accuracy of any such estimates is a function of the quality of available data and of
engineering and geological interpretation and judgment. Results of drilling, metallurgical testing and production
and the evaluation of mine plans subsequent to the date of any estimate may justify revision of such estimates.
No assurances can be given that the volume and grade of reserves recovered and rates of production will not be
less than anticipated. Assumptions about prices are subject to greater uncertainty and metals prices have
fluctuated widely in the past. Declines in the market price of base or precious metals also may render reserves or
mineralization containing relatively lower grades of ore uneconomic to exploit. Changes in operating and capital
costs and other factors including, but not limited to, short-term operating factors such as the need for sequential
development of ore bodies and the processing of new or different ore grades, may materially and adversely affect
reserves.
Dependence on Key Personnel
The Company depends highly on the business and technical expertise of its management and key personnel, in
particular, Duane Poliquin and Morgan Poliquin. There is little possibility that this dependence will decrease in
the near term. As the Company’s operations expand, additional general management resources may be required.
The Company maintains no “Key Man” insurance coverage, and the loss or unavailability of any of its key
personnel could have a negative effect on the Company’s ability to operate effectively.
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Conflict of Interest
Some of the Company’s directors and officers are directors and officers of other natural resource or mining-
related companies. Duane Poliquin, Morgan Poliquin, John McCleary, Mark T. Brown, William Worrall,
Douglas McDonald, and Korm Trieu also serve as directors and/or officers of Azucar Minerals Ltd. and Almadex
Minerals Ltd. Gerald Carlson also serves as director and as the President and CEO of Pacific Ridge Exploration
Ltd. Mark T. Brown also serves as the Chief Financial Officer of Adamera Minerals, Orestone Mining Corp.,
and Redstar Gold Corp. He also serves as Executive Chairman of Alianza Minerals Ltd., and as a director of
Avrupa Minerals Ltd., Mountain Boy Minerals, East West Petroleum Corp., and Strategem Capital Corp. He is
also a Director and CEO of Mich Resources Ltd. Elaine Ellingham also serves as a director of Alamos Gold Inc.
and Blue Thunder Mining Inc. These associations may give rise from time to time to conflicts of interest, as a
result of which, the Company may miss the opportunity to participate in certain transactions.
Foreign Operations
The Company currently has development projects located in Mexico. The Company’s foreign activities are
subject to the risks normally associated with conducting business in foreign countries, including exchange
controls and currency fluctuations, foreign taxation, laws or policies of particular countries, labor practices and
disputes, and uncertain political and economic environments, as well as risks of war and civil disturbances, or
other risks that could cause exploration or development difficulties or stoppages, restrict the movement of funds
or result in the deprivation or loss of contract rights or the taking of property by nationalization or expropriation
without fair compensation. Foreign operations could also be adversely impacted by laws and policies of the U.S.
affecting foreign trade, investment and taxation.
Changes to Mexican Mining Taxes
In October 2013, the Mexican Congress approved a package of tax reforms which included significant changes
to the country’s mining royalties and tax structure. These new laws had an effective date of January 1, 2014. The
changes include a 7.5% special mining royalty on earnings before interest, taxes, depreciation and amortization
(“EBITDA”) and an additional 0.5% royalty on gross revenues from precious metal production. The new law
also increases annual taxes on certain inactive exploration concessions by 50% to 100%. These changes may
result in increased holding costs to the Company for its existing mineral concessions. These new taxes and
royalties, any future increases to tax and royalty rates, or any new taxes imposed by the Mexican governmental
authorities may materially and adversely affect the potential to define economic reserves on any Mexican
properties and result in the Company’s Mexican properties being less attractive to potential optionees or joint-
venture partners.
Foreign Currency Fluctuations
At the present time, a majority of the Company’s activities are carried on outside of Canada. Accordingly, it is
subject to risks associated with fluctuations of the rate of exchange between the Canadian dollar and foreign
currencies.
The Company is currently not engaged in currency hedging to offset any risk of exchange rate fluctuation and
currently has no plans to engage in currency hedging.
Operating Hazards and Risks Associated with the Mining Industry
Mining operations generally involve a high degree of risk, which even a combination of experience, knowledge
and careful evaluation may not be able to overcome. Hazards such as unusual or unexpected geological formations
and other conditions are involved. Operations in which the Company has a direct or indirect interest will be
subject to all the hazards and risks normally incidental to exploration, development and production of minerals,
any of which could result in work stoppages, damage to or destruction of mines and other producing facilities,
damage to or loss of life and property, environmental damage and possible legal liability for any or all damage or
loss. The Company may become subject to liability for cave-ins and other hazards for which it cannot insure or
against which it may elect not to insure where premium costs are disproportionate to the Company’s perception
of the relevant risks. The payment of such insurance premiums and the incurring of such liabilities would reduce
the funds available for exploration activities.
The Ability to Manage Growth
Should the Company be successful in its efforts to develop its mineral properties or to raise capital for such
development or for the development of other mining ventures it will experience significant growth in operations.
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If this occurs, management anticipates that additional expansion will be required in order to continue
development. Any expansion of the Company’s business would place further demands on its management,
operational capacity and financial resources. The Company anticipates that it will need to recruit qualified
personnel in all areas of its operations. There can be no assurance that the Company will be effective in retaining
its current personnel or attracting and retaining additional qualified personnel, expanding its operational capacity
or otherwise managing growth. The failure to manage growth effectively could have a material adverse effect on
the Company's business, financial condition and results of operations.
Competition
There is competition from other mining exploration companies with operations similar to those of the Company's.
Many of the mining companies with which the Company competes have operations and financial strength many
times greater than that of the Company. Such competitors could outbid the Company for such projects, equipment
or personnel, or produce minerals at a lower cost which would have a negative effect on the Company’s operations
and financial condition.
Lack of a Dividend Policy
The Company does not intend to pay cash dividends in the foreseeable future, as any earnings are expected to be
retained for use in developing and expanding its business. However, the actual amount of dividends which the
Company may pay will remain subject to the discretion of the Company’s Board of Directors and will depend on
results of operations, cash requirements and future prospects of the Company and other factors.
Cybersecurity Risks
As is typical of modern businesses, the Company is reliant on the continuous and uninterrupted operation of its
information technology (“IT”) systems. User access and security of all Company sites and IT systems can be
critical elements to its operations, as is cloud security, security of all of the Company’s IT systems, and protection
against cyber security incidents. Any IT failure pertaining to availability, access or system security could
potentially result in disruption of the activities of the Company and its personnel, and could adversely affect the
reputation, operations or financial performance of the Company.
Potential risks to the Company’s IT systems could include unauthorized attempts to extract business sensitive,
confidential or personal information, denial of access extortion, corruption of information or disruption of
business processes, or by inadvertent or intentional actions by the Company’s employees or vendors. A
cybersecurity incident resulting in a security breach or failure to identify a security threat could disrupt business
and could result in the loss of sensitive, confidential or personal information or other assets, as well as litigation,
regulatory enforcement, violation of privacy or securities laws and regulations, and remediation costs, all of which
could materially impact the Company’s business or reputation.
Foreign Incorporation and Civil Liabilities
The Company was created under amalgamation under the laws of the Province of British Columbia, Canada. All
of the Company’s directors and officers are residents of Canada and all of the Company’s assets and its
subsidiaries are located outside the U.S. Consequently, it may be difficult for U.S. investors to affect service of
process in the U.S. upon those directors and officers who are not residents of the U.S., or to realize in the U.S.
upon judgments of U.S. courts predicated upon civil liabilities under applicable U.S. laws.
The Company could be deemed a passive foreign investment company which could have negative
consequences for U.S. investors.
The Company could be classified as a Passive Foreign Investment Company (“PFIC”) under the United States
tax code. If the Company is a PFIC, then owners of the Company’s shares who are U.S. taxpayers generally will
be required to include distributions or any gain realized upon a disposition or deemed disposition of shares, as
ordinary income and to pay an interest charge on a portion of such distribution or gain, unless the taxpayer timely
makes a qualified electing fund ("QEF") election or a mark-to-market election with respect to the Company’s
shares.
Item 4. Information on the Company
History and Development of the Company
The head office of the Company is located at 1333 Johnston Street, Suite 210, Vancouver, British Columbia,
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Canada, V6H 3R9. The registered and records office of the Company is 1177 West Hastings Street, Suite 1710,
Vancouver, British Columbia, Canada, V6E 2L3.
The contact person is Korm Trieu, Chief Financial Officer. The telephone number is (604) 689-7644. The fax
number is (604) 689-7645. The email address is ktrieu@almadenminerals.com. The web-site address is
www.almadenminerals.com.
The Company was formed by amalgamation under the laws of the Province of British Columbia of its predecessor
companies, Almaden Resources Corporation and Fairfield Minerals Ltd. on February 1, 2002. The Company
operates under the Business Corporations Act (British Columbia).
Effective July 31, 2015, the Company effected a corporate reorganization pursuant to a statutory plan of
arrangement (“Plan of Arrangement”) involving the Company’s then wholly owned subsidiary, Azucar, as
described below.
The Company’s common shares began trading on The Toronto Stock Exchange (“TSX”) under the symbol
“AMM” on February 11, 2002 and on the NYSE American (formerly the NYSE MKT), under the symbol “AAU”
on December 19, 2005. Almaden Resources Corporation’s initial public offering on the Vancouver Stock
Exchange was pursuant to a prospectus dated October 10, 1986. The shares of Fairfield Minerals Ltd. began
trading on the Vancouver Stock Exchange on July 18, 1986 and on The Toronto Stock Exchange on May 21,
1990.
There have been no public takeover offers by third parties in respect of the Company’s shares and the Company
has made no public takeover offers in respect of any other company’s shares.
Organizational Structure
The Company currently has three wholly-owned (direct or indirect) subsidiaries. These subsidiaries are:
Subsidiaries
Puebla Holdings Inc.
Minera Gorrion, S.A. de C.V.
Molinos de Puebla, S.A. de C.V.
Jurisdiction
Canada
Mexico
Mexico
Nature of operations
Holding company
Exploration company
Holding company
Business of the Company
The Company is engaged in the business of the acquisition, exploration and when warranted, development of
mineral properties. The Company currently has material property interests in Mexico. The Company's property
interests are at the exploration and development stage. The Company has not generated any revenues from
operations.
Corporate Reorganization
The Company entered into an Arrangement Agreement dated May 11, 2015 involving the spinout, pursuant to a
statutory Plan of Arrangement, of Almaden’s early stage exploration projects, royalty interests and other non-
core assets into a new public company called Azucar (formerly Almadex Minerals Limited), which trades on the
TSX Venture Exchange under the symbol “AMZ” and the OTCQX marketplace under the symbol “AXDDF”,
pursuant to which Azucar acquired the following key assets:
•
•
•
•
•
•
a 100% interest in the El Cobre copper-gold porphyry exploration project in Mexico and the Willow
copper-gold porphyry exploration project in Nevada, in addition to a portfolio of 20 other exploration
projects;
a 2% NSR on the Company’s Tuligtic property in Mexico, which hosts the Company’s Ixtaca gold-silver
development project;
a 1.5% NSR on the Caballo Blanco gold deposit in Mexico, a development project operated by Timmins
Gold Corp.;
a 2% NSR on the Elk gold deposit in Canada, an advanced exploration project operated by JDL Gold
Corp. (formerly Gold Mountain Mining Corp.);
a portfolio of 21 additional NSRs on exploration projects in Mexico, Canada and the United States
identified through the Company’s past prospect generator activities;
equity holdings in several publicly-listed companies;
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•
•
1,597 ounces of gold bullion; and
approximately $3 million in cash.
On July 31, 2015, all conditions to the statutory Plan of Arrangement regarding the spinout were satisfied or
waived and the spinout was effective. Almaden’s shareholders approved the Plan of Arrangement and exchanged
their existing common shares of Almaden for one “new” Almaden common share and 0.6 common share of
Azucar.
The Company entered into an Administrative Services Agreement with Azucar dated May 15, 2015, as amended
by First Amending Agreement dated December 16, 2015 (the “Agreement”). Under the Agreement, the Company
is the sole and exclusive manager of Azucar, and provides Azucar with general management services and day-to-
day operation of Azucar. These services include:
• Office space;
• Executive personnel and human resources;
• Geological technical support; and
• Accounting and financial services.
Azucar compensates the Company 40% (2018 – 30%) of the Company’s actual monthly cost of rent for any
shared facilities, and 40% (2018 – 30%) of any shared personnel’s fees and/or wages. Azucar pays the Company
any reasonable fees or costs incurred on behalf of Azucar by the Company which were approved by Azucar.
Effective May 18, 2018, Azucar effected a corporate reorganization pursuant to a statutory plan of arrangement
involving Azucar’s then wholly owned subsidiary, Almadex Minerals Ltd. (“Almadex”). Consequent upon this
corporate reorganization the Company entered into an Administrative Services Agreement with Almadex dated
March 29, 2018 (the “Almadex Agreement”). Under the Almadex Agreement, the Company is the sole and
exclusive manager of Almadex, and provides Almadex with general management services and day-to-day
operation of Almadex. These services include:
• Office space;
• Executive personnel and human resources;
• Geological technical support; and
• Accounting and financial services.
Almadex compensates the Company 20% of the Company’s actual monthly cost of rent for any shared facilities,
and 20% of any shared personnel’s fees and/or wages. Almadex pays the Company any reasonable fees or costs
incurred on behalf of Almadex by the Company which were approved by Almadex.
Both the Agreement and the Almadex Agreement (together, the “Administrative Services Agreements”) have
initial 5-year terms, with subsequent automatic 1-year renewals unless terminated pursuant to the terms permitted
under the Administrative Services Agreements. The Administrative Services Agreements include a Change of
Control clause. If either party is subject to a Change of Control during the term of the respective Administrative
Services Agreement, the Administrative Services Agreement shall automatically terminate within 48 hours of the
Change of Control unless agreed to in writing by both parties. The target of the Change of Control shall then pay
the other party $2 million as compensation for the unplanned termination of the Company’s engagement and
significant disruption to the other party’s business. “Change of Control” means the date upon which, without the
written concurrence of the target of the Change of Control, any person (as that term is defined in the Securities
Act (British Columbia)) makes and does not withdraw a take-over bid (as that term is defined in the Securities
Act (British Columbia)) or acquires, directly or indirectly, that number of common shares of the target which
equals or exceeds twenty percent (20%) of the then issued common shares of the target.
Business Overview
Maintaining properties
The following is a general statement about government requirements for holding mineral properties in the
jurisdictions where the Company currently holds material mineral property interests.
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In Mexico, mining law is a federal matter. The government requires annual assessment work and expenditures
per hectare which increase with the size and age of the claim. Under the tax reforms effective January 1, 2014,
if a concession holder has not conducted exploration or exploitation activities during a two-year period, the
concession holder would have to pay an additional 50% of the taxes payable per hectare if within the last 11 years,
and an additional 100% of the taxes payable if after year 12. Land taxes per hectare also have to be paid by
January 31 and July 31 each year. Both amounts are subject to inflation accounting and the inflation adjustment
number for each fiscal period is published in the official gazette. Under the Mexican Constitution and the mining
and environmental laws of Mexico, all mining projects are subject to Federal legal control. This control is
exercised from the exploration phase through the closure phase of a mining project. Prior to the initiation of
exploration activities, concession owners are required to file a notice of commencement of exploration activities
in conformity with Mexican Official Norm 120 (NOM-120); prior to initiation of construction activities (and also
in some more intrusive exploration activities), mining projects are required to apply for and obtain an
environmental impact authorization and a land use permit from the Mexican Federal environmental agency
SEMARNAT (Secretaria de Medio Ambiente y Recursos Naturales). This requires the presentation of an
environmental impact manifest and a technical study which deals with the impacts, the environmental mitigation,
and habitat compensation to the satisfaction of the authorities having environmental jurisdiction.
Competition
The mineral property exploration and development business, in general, is intensively competitive and there is
not any assurance that even if commercial quantities of ore are discovered, a ready market will exist for sale of
same. Numerous factors beyond the Company’s control may affect the marketability of any substances
discovered. These factors include market fluctuations; the proximity and capacity of natural resource markets
and processing equipment; and government regulations, including regulations relating to prices, taxes, royalties,
land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of
these factors cannot be accurately predicted, but the combination of these factors may make it difficult for the
Company to receive an adequate return on investment.
The Company competes with many companies possessing greater financial resources and technical facilities for
the acquisition of mineral concessions, claims, leases and other mineral interests as well as for the recruitment
and retention of qualified employees.
Seasonality
The Company’s principal project is in central Mexico. In Mexico, the climate in the project area is marked by
dry, cold winters and a distinct rainy season. The rainy season typically begins in May or June and continues
until late September to October. In most years, roads remain passable and exploration can be done throughout
the rainy season. Seasonal changes do not have a material impact on the Company’s exploration expenditures.
Exploration Program Protocols
General Sample Handling and Quality Control Program for Exploration Programs
The Company employs a strict quality control program for samples taken during its exploration programs. For
drilling programs, a quality control program is in place which includes the insertion of blanks, field duplicates
and certified standards into the sample stream.
Chain of Custody
Samples of rock and drill core and cuttings are sealed by the sampler and kept under control of a qualified person
until they are shipped to a laboratory.
Sample Handling
Sample handling for drilling programs is described more fully below. Soil and stream sediment samplers have
been trained to industry standard levels of sampling methodology. In general, the Company sieves stream
sediment samples to -20 mesh in the field during preparation. Samplers are required to not wear any jewellery or
clothing or use equipment which may contaminate the sample. All sample locations are geographically located
at the time of sampling using the Global Positioning System. The Company has prepared standardized sample
information cards for samplers to record information concerning the sample location, type and medium. Outcrop,
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float and dump rock samples are collected by geologists who record similarly ordered geologic information
relating to the sample taken.
Blanks
Blank material, a sample of crushed and pulverized rock, known to contain very low or non-detectable
concentration of gold and silver, is inserted as a pulp into the sample stream on an interval of every 20 samples.
Blanks are intended to detect possible contamination.
Duplicates
During drill programs the Company routinely includes a field duplicate into the sample stream, spaced at 20
sample intervals. Field duplicate samples are splits of drill core or reverse circulation cuttings from the sample
interval. The resulting two field duplicate samples are submitted with separate sample numbers “blind” to the
assay lab and separately treated as normal samples. The samples are taken randomly with no regard to rock type,
geographic position or degree of alteration or mineralization. These field duplicates are then used to detect the
cumulative uncertainties associated with the entire sampling and analytical process.
Standards
During drill programs the Company routinely includes a certified standard into the sample stream, spaced at 20
sample intervals. Certified standards are purchased from CDN Resource Laboratories of Langley, BC and are
prepared by this professional third-party lab according to industry standard and accepted methodologies.
Standards are utilized to monitor the accuracy of the laboratory work.
Sample Handling for Drill Programs
Core Box Preparation
Plastic core boxes are used for the storage of core. Each box is labelled by the drillers at the drill rig with the
drill-hole number, a box number and an arrow to mark the start of the tray and the down-hole direction. Wooden
core blocks, with the meterage in black marker pen, are inserted by the drillers at the end of each core run (usually
3 m or less). These core run intervals are checked and recorded by the geologist during mark up (see below).
When filled with core the boxes are sealed with a plastic lid by the drillers and transported to the core logging
facility.
Sample and Core Box Markup
Once at the core logging facility, the core boxes are marked up with the starting and ending meterage, written at
the ends of the trays with a marker. The start and end of each selected sample interval is marked with a red wax
pencil mark across the core and sample numbers are written on the edge of the core box channels at the start and
end of each sample interval. Intervals denoting the position in the sample tag sequence of field duplicate, blank
and analytical standards are also marked on the core box. A cut line was marked on the core as a guide for sawing
of half-core samples for assay. The cut line position is marked by fitting the ends of the core together, to align
them as they came out of the hole, and using a ruler to draw a line down the core axis with a red wax pencil. This
mark-up is done after the trays are photographed. Cut line positions are selected by the logging geologist to
produce two halves with equal proportions of mineralization. Typically, this is done by marking the cut line down
the long axis of the ellipses described by the intersection of the veins with the core circumference. Each tray is
digitally photographed before core cutting and sampling.
Core Logging
Before cutting and sampling the core, the following tables of data are entered into the Company drill hole database
system:
Geotechnical Logging
1. Core box record sheet: Beginning and end from/to intervals for each core box.
2. For each core run (from and to) a record of the core size, meters of core recovered for the interval, RQD (the
total length of pieces of core in the interval that are twice the width of the core divided by the length of the interval,
times 100) and hardness (on a scale from 1 to 10, from hardest to softest).
3. A drilling daily control sheet showing the progress of the drill rig for each shift.
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Geological Logging
1. Geology Log: Intervals selected by the geologist recording a detailed description of the lithology, texture,
alteration, mineral assemblage and intensity and level of oxidation/weathering. Structural measurements (i.e. the
angle of structures to the core axis) are also recorded. The cover sheet includes details such as surveyed collar
co-ordinates, downhole survey data, core size depths, drilling dates and sample number series.
2. Veining and Mineralization: Estimates of the percent veining and the percentage of different minerals
represented in either vein, breccia or disseminated form, i.e. quartz, carbonates, pyrite etc.
3. Sample Sheet: A record of the sample intervals, sample numbers and duplicate, blank and analytical standard
numbers.
4. Hole Summary: An abbreviated hole log that summarizes the important features of a drill hole. A summary
drill hole trace giving the geologist the opportunity to summarize the hole and sketch in structural orientations in
a form easily transferred to sections. All logs are saved on the server along with the core photos and other data
from each hole.
Sample Interval Selection
All strongly altered or mineralized intervals of core were sampled. Sampling always began at least 5 samples
above the start of mineralization. Sample intervals were selected using the following criteria.
- Maximum sample length of 2 m in unmineralized lithologies.
- Maximum sample length of 1 m in mineralized lithologies.
- Minimum sample length of 50 cm. Geological changes in the core such as major mineralization/alteration
intensity and lithology changes were used as sample breaks.
- Core size changes and any zones of core loss were used as sample breaks.
- Large discrete veins that might possibly be modeled or mined as separate structures were sampled separately.
The begin/end marks were placed so that the entire vein ended up in the sample(s) and the vein is not smeared
into samples on either side.
Sampling Procedure
All samples were originally cut in half using custom-made, gasoline engine-powered diamond core saws. All
were recently changed to electric powered saws. Each saw has sliding trays and customized “core cradles” sized
for each core diameter in order to ensure a straight cut down the cut line and to minimize the loss of friable core
during cutting. Areas of very soft rock (e.g. fault gouge), are cut with a machete, using the side of the core channel
to ensure a straight cut. Areas of very broken core (pieces <1 cm) were sampled using spoons. The following
standard sampling procedures were employed:
The right-hand side of the core (looking down the hole) was always sampled. After cutting, half the core was
placed in a new plastic sample bag and half was placed back in the core box. Between each sample, the core saw
and sampling table areas were washed to ensure no contamination between samples. Field duplicate, blank and
analytical standards were added into the sample sequence as they were being cut. After cutting of samples
containing visible gold, a piece of abrasive quartz sandstone was cut to clean the diamond blade. This was done
to prevent contamination of the following sample with gold that may have become smeared onto the blade.
Sample numbers were written on the outside of the sample bags twice and the tag from the sample book was
placed inside the bag with the half core. The bags were sealed using single-use plastic cable ties.
Sample numbers on the bags were checked against the numbers on the core box and the sample book.
The core cutting area is within the core logging shed and the logging geologists regularly checked the precision
of the core cutting and sampling. The sealed plastic sample bags were placed in large plastic twine (rice) sacks
(usually between 8 and 10 samples per sack) and sealed using single-use plastic cable ties. The sacks were
weighed and the sack number, sample numbers, sack weight and date written on the outside of the sacks.
30
Company’s Principal Properties
The Tuligtic Project, which hosts the Company’s Ixtaca discovery, is the only project material to the Company.
The Tuligtic Project is located in Puebla State, Mexico.
PRINCIPAL PROPERTY INTERESTS
The Tuligtic Property/Ixtaca Project – Mexico
Location and Access
The Ixtaca deposit, the epithermal gold-silver target within the Tuligtic Property, is located 8 km northwest of the
town of San Francisco Ixtacamaxtitlán, the county seat of the municipality of Ixtacamaxtitlán, Puebla State. The
Ixtaca Project is accessible by driving 40 km east along Highway 119 from Apizaco, an industrial center located
approximately 50 km north of Puebla City by two-lane Highway, and then north approximately 2 km along a
paved road to the town of Santa Maria. The trip from Apizaco to site can be driven in approximately 1.5 hours.
There is also access to the Tuligtic Property using gravel roads from the northeast via Tezhuitan and Cuyoaco,
from the south via Libres and from the northwest via Chignahuapan. The Xicohtencatl Industrial complex lies
30 km southwest by paved road from the Ixtaca Project, and houses agricultural, chemical, biomedical and
industrial manufacturing facilities and is serviced by rail. Puebla, the fourth largest city in Mexico has a
population in excess of 4 million people, and includes one of the largest Volkswagen automotive plants outside
Germany.
The Topography on the Tuligtic Property is generally moderate to steep hills with incised stream drainages.
Elevation ranges from 2,300 meters (m) above sea level in the south to 2,800 m in the north. Vegetation is
dominantly cactus and pines and the general area is also somewhat cultivated with subsistence vegetables, bean
and corn crops. The Ixtaca Zone exploration area has been previously cleared and logged. The region has a
temperate climate with mean monthly temperatures ranging from 16°C in June to 12°C in January. The area
experiences approximately 714 mm of precipitation annually with the majority falling during the rainy season,
between June and September. Annual evapotranspiration is estimated to be 774 mm. Exploration can be
conducted year round within the Tuligtic Property; however, road building and drilling operations may be
impacted by weather to some degree during the rainy season. Electricity is available on the Tuligtic Property from
the national electricity grid that services nearby towns such as Santa Maria and Zacatepec. The surface rights
locally are privately owned and Almaden has negotiated voluntary surface land use agreements with surface
landowners within the exploration area prior to beginning activities. To date Almaden has secured through
purchase agreements over 1,139 hectares, from numerous independent owners.
31
Claims and Title
The Tuligtic Property was staked by Almaden in 2001, following the identification of surficial clay deposits that
were interpreted to represent high-level epithermal alteration. The Property originally consisted of approximately
14,000 hectares (the “Original Concessions”), as shown below:
Claim Name
Cerro Grande
Cerro Grande 2
Total
Claim Number Area (hectares)
11,202
3,028
14,230
219469
233434
Valid Until Date
March 5, 2053
February 23, 2059
On April 7, 2015, Ejido Tecoltemi, a community granted communal agrarian lands by the Mexican Government
and whose lands (the “Ejido Lands”) overlap a small portion (~330 Ha) of the far southeastern corner of the
Original Concessions, initiated legal proceedings (the “Amparo”) in a lower court in Puebla state against Mexican
mining authorities seeking a declaration that Mexico’s mineral title system is unconstitutional because indigenous
consultation is not required before the granting of mineral title.
Shortly after the Amparo was filed, the lower court ordered the suspension of Almaden from conducting
exploration and exploitation work over those portions of the Original Concessions which overlap with the Ejido
Lands. Mineral tenure over the Ejido Lands is not material to Almaden. The Ejido Lands do not overlap the Ixtaca
Project or its environmental or social area of impact. Almaden has never tried to negotiate access to the Ejido
Lands, never conducted exploration work on the Ejido Lands, and has no interest in conducting any future
exploration or development work over the Ejido Lands.
Later in 2015, Almaden filed applications to reduce the aggregate claim size at Tuligtic to those areas still
considered prospective (the “New Concessions”), as shown below, and cancel any of its claims overlapping the
Ejido Lands. The applicable Mexican mining authorities issued the New Concessions and accepted the
abandonment of the Original Concessions in May and June of 2017.
Claim Name
Cerro Grande R1
Cerro Grande R3
Cerro Grande R4
Cerro Grande R5
Cerro Grande R6
Cerro Grande 2 R2
Cerro Grande 2 R3
Total
Claim Number Area (hectares)
2,773.00
824.06
540.00
784.97
937.79
652.00
708.00
7,219.82
245486
245488
245489
245490
245491
245493
245494
Valid Until Date
March 5, 2053
March 5, 2053
March 5, 2053
March 5, 2053
March 5, 2053
February 23, 2059
February 23, 2059
In June 2017, the Ejido Tecoltemi filed a legal complaint regarding the granting of the New Concessions, and on
February 1, 2018, the court reviewing the complaint ruled the Ejido’s complaint was founded.
On December 21, 2018, the General Directorate of Mines issued a resolution that the New Concessions are left
without effect, and the Original Concessions are in full force and effect. On February 13, 2019, the General
Directorate of Mines delivered, to the court hearing the Amparo, mining certificates stating that the Original
Concessions are valid, and the New Concessions are cancelled.
On April 15, 2019, the lower court in Puebla State ruled that Mexico’s mineral title system is unconstitutional.
The Original Concessions were ruled to be illegal, but the mineral rights over that land were ordered to be held
for Almaden until such time as indigenous consultation can be completed.
The Company is currently appealing this and other related rulings in Mexico. The opinion of the Company’s
Mexican counsel is that the New Concessions remain in full force and effect. Almaden continues to file taxes and
assessment reports on the basis that it owns the New Concessions, which have been accepted by the Mexican
mining authorities, and Almaden has not received any notifications from the Mexican mining authorities
regarding unpaid taxes on the Original Concessions. However, at the current time applicable Mexican mining
authority records show the Original Concessions as Almaden’s sole mineral claims to the Ixtaca Project.
32
It is important to note that the Original Concessions provide Almaden with the same exploration and mining rights
over the Company’s Ixtaca Project as the New Concessions. Further information on this matter, as well as the
lawsuit (“Amparo”) relating to the Original Concessions, is provided in “Legal Proceedings”.
The claims owned by Almaden with respect to the Property are held 100% by Minera Gorrion S.A. de C.V., a
subsidiary of Almaden Minerals Ltd. through the holding company, Puebla Holdings Inc., subject to a 2% NSR
in favour of Almadex Minerals Ltd.
To maintain a claim in good standing, the holder is required to meet annual exploration or exploitation expenditure
requirements. Currently, based on the New Concessions, the Tuligtic Property is subject to expenditure
requirements of approximately US$757,000 per year. However, the Company has substantial historic
expenditures which can be used to offset the annual requirements.
Geological Setting of the Tuligtic Project and Ixtaca Zone
The Ixtaca Project is situated within the Trans Mexican Volcanic Belt (TMVB), a Tertiary to recent intrusive
volcanic arc extending approximately east-west across Mexico from coast to coast and ranging in width from 10
to 300km. The TMVB is the most recent episode of a long lasting magmatic activity which, since the Jurassic,
produced a series of partially overlapping arcs as a result of the eastward subduction of the Farallon plate beneath
western Mexico (Ferrari, 2011). The basement rocks of the eastern half of the TMVB are Precambrian terranes,
including biotite orthogneiss and granulite affected by granitic intrusions, grouped into the Oaxaquia
microcontinent (Ferrari et al., 2011; Fuentes-Peralta and Calderon, 2008). These are overlain by the Paleozoic
Mixteco terrane, consisting of a metamorphic sequence known as the Acatlan complex and a fan delta sedimentary
sequence known as the Matzitzi formation. Another sedimentary complex is found on top of the Mixteco terrane,
represented by various paleogeographic elements such as the Mesozoic basins of Tlaxiaco, Zongolica, Zapotitlan,
and Tampico-Misantla (Fuentes-Peralta and Calderon, 2008). The subducting plates associated with the TMVB
are relatively young, with the Rivera plate dated at 10Ma (million years) and the Cocos plate at 11 to 17Ma.
.
The stratigraphy of the Tuligtic area can be divided into two main sequences: a Mesozoic sedimentary rock
sequence related to the Zongolica basin and a sequence of late Tertiary igneous extrusive rocks belonging to the
TMVB (Fuentes-Peralta & Calderon, 2008; Tritlla et al., 2004). The sedimentary sequence is locally intruded by
plutonic rocks genetically related to the TMVB. The sedimentary complex at Tuligtic corresponds to the Upper
Tamaulipas formation (Reyes-Cortes 1997). This formation, Late Jurassic to Early Cretaceous in age, is regionally
described (Reyes-Cortes, 1997) as a sequence of grey-to-white limestone, slightly argillaceous, containing bands
and nodules of black chert. The drilling conducted by Almaden allows for more detailed characterisation of the
Upper Tamaulipas Formation carbonate units in the Tuligtic area. The sequence on the Project consists of clastic
calcareous rocks. The limestone unit variably bedded, generally light grey but locally dark grey to black, with
local chert rich sections graded into what have been named transition units and shale (also black shale). The
transition units are brown calcareous siltstones and grainstones. These rocks are not significant in the succession
but mark the transition from limestone to underlying calcareous shale. Typical of the transition units are coarser
grain sizes. The lower calcareous “shale” units exhibit pronounced laminated bedding and is typically dark grey
to black in colour, although there are green coloured beds as well. The shale units appear to have been subjected
to widespread calc-silicate alteration.
Both the shale and transition units have very limited surface exposure and may be recessive. The entire carbonate
package of rocks has been intensely deformed by the Laramide orogeny, showing complex thrusting and chevron
folding in the hinge zones of a series of thrust-related east verging anticlines in the Ixtaca area (Tritlla et al., 2004;
Coller, 2011). The calcareous shale units appear to occupy the cores of the anticlines while the thick bedded
limestone units occupy the cores of major synclines identified in the Ixtaca zone.
The Tamaulipas Formation carbonate rocks are intruded in the mid-Miocene by a series of magmatic rocks. The
compositions are very variable, consisting of hornblende-biotite-bearing tonalites, quartz-plagioclase-hornblende
diorites, and, locally, aphanitic diabase dykes (Carrasco-Nunez et al., 1997). In the central part of the Tuligtic
Property porphyry mineralization is hosted by and associated with a hornblende-biotite-quartz phyric granodiorite
body. The contact between the granodiorite and the limestone is marked by the development of a prograde skarn.
In the Ixtaca deposit epithermal area of the Project, the limestone basement units are crosscut by intermediate
33
dykes that are often intensely altered. In the vicinity of the Ixtaca zone these dykes are well mineralized especially
at their contacts with limestone country rock. Petrography has shown that epithermal alteration in the dykes,
marked by illite, adularia, quartz and pyrite overprints earlier calc-silicate endoskarn mineralogies (Leitch, 2011).
Two main orientations are identified for dykes in the Ixtaca area; 060 degrees (parallel to the Main Ixtaca and
Ixtaca North zones) and 330 degrees (parallel to the Chemalaco Zone).
An erosional unconformity surface has been formed subsequent to the intrusion of the porphyry mineralization-
associated granodiorites. This paleo topographical surface locally approximates the current topography.
Although not well exposed the unconformity is marked by depression localised accumulations of basal
conglomerate comprised of intrusive and sedimentary boulders.
Two styles of alteration and mineralization have been identified in the area: (1) copper-molybdenum porphyry
style alteration and mineralization hosted by diorite and quartz-diorite intrusions; (2) silver-gold low-sulphidation
epithermal quartz-bladed calcite veins hosted primarily by carbonate rocks and spatially associated with overlying
volcanic hosted texturally destructive clay alteration and replacement silicification.
Outcropping porphyry-style alteration and mineralization is observed in the bottoms of several drainages where
the altered intrusive complex is exposed in erosional windows beneath post mineral unconsolidated ash deposits.
Multiple late and post mineral intrusive phases have been identified crossing an early intensely altered and quartz-
veined medium-grained feldspar phyric diorite named the Principal Porphyry. Other intrusive types include late
and post mineral mafic dykes and an inter-mineral feldspar-quartz phyric diorite. Late mineral mafic dykes are
fine grained and altered to chlorite with accessory pyrite. Calc-silicate (garnet-clinopyroxene) altered limestone
occurs in proximity to the intrusive contacts and is crosscut by late quartz-pyrite veins. Early biotite alteration of
the principal porphyry consists of biotite-orthoclase flooding of the groundmass. Quartz veins associated with
early alteration have irregular boundaries and are interpreted to be representative of A-style porphyry veins.
These are followed by molybdenite veins which are associated with the same wall rock alteration. Chalcopyrite
appears late in the early alteration sequence. Late alteration is characterized by intense zones of muscovite-illite-
pyrite overprinting earlier quartz-K-feldspar-pyrite ± chalcopyrite veining and replacing earlier hydrothermal
orthoclase and biotite. Stockwork quartz-pyrite crosscuts the A-style veins and is associated with muscovite-illite
alteration of biotite. The quartz-sericite alteration can be texturally destructive resulting in white friable quartz
veined and pyrite rich rock. Pyrite is observed replacing chalcopyrite and in some instances chalcopyrite remains
only as inclusions within late stage pyrite grains.
Epithermal mineralization on the Tuligtic Property is considered to have no genetic relationship to the porphyry
alteration and mineralization described above. The epithermal system is well preserved and there is evidence of
a paleosurface as steam heated kaolinite and replacement silica alteration occur at higher elevations where the
upper part of the Coyoltepec pyroclastic deposit is preserved.
The Upper Tamaulipas formation carbonates (limestone and shale units), the dykes that crosscut it and the upper
Coyoltepec volcanic subunit (variously referred to as volcanics, tuff or ash) are the host rocks to the epithermal
system at Ixtaca. The epithermal alteration occurs over a roughly 5 by 5 kilometre area and occurs as intense
kaolinite-alunite alteration and silicification in volcanic rocks. This alteration is interpreted to represent the upper
portion of a well preserved epithermal system. The bulk of the mineralisation occurs in the carbonate (limestone
and shale) as colloform banded epithermal vein zones. Unlike many epithermal vein systems in Mexico, the bulk
of the veining in the Ixtaca zone has low base metal contents and gold and silver occur as electrum and other
sulphides. SEM work has demonstrated that silver does not occur with galena or tetrahedrite in any significant
way. In the main limestone unit (80% of recoverable metal in the FS) the silver to gold ratio of the mineralisation
is roughly estimated to average ~65:1 while in the shale it is roughly estimated to be slightly higher at ~75:1.
History of Past Work
To the Company’s knowledge, no modern exploration has been conducted on the Ixtaca Project prior to
Almaden’s acquisition of claims during 2001 and there is no record of previous mining; as such, this is a maiden
discovery.
During January 2003, Almaden completed a program of geologic mapping, rock, stream silt sampling and induced
polarization (IP) geophysical surveys at the Tuligtic Property (then known as the “Santa Maria Prospect”). The
exploration identified both a porphyry copper and an epithermal gold target within an approximately 5 x 5km
34
area of intensely altered rock. At the porphyry copper target, stockwork quartz-pyrite veins associated with minor
copper mineralization overprint earlier potassic alteration within a multi-phase intrusive body. A single north-
south oriented IP survey line identified a greater than 2km long elevated chargeability response coincident with
the exposed altered and mineralized intrusive system. Volcanic rocks exposed 1km to the south of the mineralized
intrusive display replacement silicification and sinter indicative of the upper parts of an epithermal system (the
“Ixtaca Zone”). Quartz-calcite veins returning anomalous values in gold and silver and textural evidence of
boiling have been identified within limestone roughly 100m below the sinter. The sinter and overlying volcanic
rocks are anomalous in mercury, arsenic, and antimony.
Additional IP surveys and soil sampling were conducted in January and February 2005, further defining the
porphyry copper target as an area of high chargeability and elevated copper, molybdenum, silver and gold in soil.
A total of eight (8) east-west oriented lines, 3km in length, spaced at intervals of 200m have been completed over
mineralized intrusive rocks intermittently exposed within gullies cutting through the overlying unmineralized ash
deposits.
The Tuligtic Property was optioned to Pinnacle Mines Ltd. in 2006 and the option agreement was terminated in
2007 without completing significant exploration.
The Property was subsequently optioned to Antofagasta Minerals S.A. (Antofagasta) on March 23, 2009. During
2009 and 2010 Antofagasta, under Almaden operation, carried out IP geophysical surveys and a diamond drill
program targeting the copper porphyry prospect. Three additional IP survey lines were completed, and in
conjunction with the previous nine (9) IP lines, a 2 x 2.5km chargeability high anomaly, open to the west and
south, was defined. The 2009 drilling consisted of 2,973m within seven (7) holes that largely intersected skarn
type mineralization.
On February 16, 2010, Almaden announced that Antofagasta terminated its option to earn an interest in the
Property.
In July 2010, Almaden initiated a preliminary diamond drilling program to test epithermal alteration within the
Tuligtic Property, resulting in the discovery of the Ixtaca Zone. The target was based on exploration data gathered
by Almaden since 2001 including high gold and silver in soil and a chargeability and resistivity high anomaly
(derived from an IP geophysical survey conducted by Almaden) topographically beneath Cerro Caolin, a
prominent clay and silica altered hill. This alteration, barren in gold and silver, was interpreted by Almaden to
represent the top of an epithermal system which required drill testing to depth. The first hole, TU-10-001
intersected 302.42 metres of 1.01g/t gold and 48g/t silver and multiple high grade intervals including 44.35 metres
of 2.77g/t gold and 117.7g/t silver.
Present Condition of Project
Geology and Mineral Resources
The veining of Ixtaca epithermal system displays characteristics representative of low and intermediate
sulphidation deposits. These include typical mill feed and gangue mineralogy (electrum Ag-sulphides, sphalerite,
galena, adularia, quartz and carbonates), mineralization dominantly in open space veins (colloform banding,
cavity filling).
At the base of the overlying clay altered volcanics disseminated gold-silver mineralisation occurs in association
with pyrite and minor veining. Locally this mineralisation can be high grade but largely associated with lower
Ag:Au ratios roughly estimated to average 20:1.
To date two main vein orientations have been identified in the Ixtaca deposit:
•
•
060 trending sheeted veins hosted by limestone;
330 trending veins hosted by shale;
The bulk of the resource and over 80% of the mill feed is hosted by the limestone in the Main Ixtaca and Ixtaca
North zones as swarms of sheeted and anastomosing high grade banded epithermal veins. There is no
disseminated mineralisation within the host rock to the vein swarms, which is barren and unaltered limestone. To
the northeast of the limestone hosted mineralisation, the Chemalaco zone, a 330 striking and west dipping vein
35
zone hosted by shale, also forms part of the deeper resource.
Rock Creek Mill
Almaden entered into an option agreement to acquire the Rock Creek Mill in October 2015. The Rock Creek Mill
is a completed mill located outside of Nome, Alaska which only operated for several months before its owner
suspended its mining operation in 2008. The mill has been kept in excellent condition on care and maintenance.
The Rock Creek Mill was built to process 7,000 tonnes per day. It includes a three-stage crushing plant, gravity
circuit, ball mill, floatation cells and leaching facilities. Also included in the option agreement are conveyors,
metallurgical and chemical fire assay laboratories, a water treatment plant, full electrical circuitry and generators,
and spare parts.
Almaden exercised its right and option under the option agreement and has purchased the Rock Creek Mill and
related assets for a total of US$6,500,000, subject to adjustment under certain circumstances, on the following
basis:
On execution of agreement
On or before December 31, 2015
On or before March 31, 2016
On or before June 15, 2017
On or before June 15, 2018
US$250,000
US$250,000
US$250,000
US$2,000,000
US$3,750,000
Paid
Paid
Paid
Paid
Paid
In addition to the cash payments, Almaden also issued to the optionor 407,997 Almaden common shares valued
at $273,358 upon receipt of regulatory approval, which were issued on November 25, 2016.
During the year ended December 31, 2018, Almaden obtained ownership and title to the mill equipment.
The Rock Creek Mill has been incorporated into the cost estimates for the Ixtaca Feasibility Study.
Amended Preliminary Economic Assessment
On January 22, 2016, Almaden filed a NI 43-101 Technical Report titled "Preliminary Economic Assessment of
the Ixtaca Project”, which provided further detail to its December 9, 2015 press release summarizing the results
of integrating the optioned Rock Creek Mill and a smaller, higher grade, payback focused pit on potential mine
economics. Almaden subsequently filed an amended technical report on SEDAR on April 13, 2016 (the
“Amended PEA”), however the amendments were not material changes and the Report’s data, inputs,
interpretation, conclusions and results all remained unchanged.
The Amended PEA followed the historical PEAs released in 2014 and 2015 (“Historical PEAs”) which evaluated
larger throughput development alternatives. The primary reasons for providing an update to the Historical PEAs
were to show the impact of significantly reduced initial capital cost on project economics and, given the significant
decrease in precious metals prices, to demonstrate the viability of a mine plan which focused on the near surface
high grade limestone hosted portions of the Ixtaca Zone deposit.
This mine plan was a smaller higher grade scenario than those described in Almaden’s Historical PEA studies.
In addition, the Amended PEA incorporated the optioned Rock Creek mill as well as results from various
engineering studies related to the project which had been conducted since the Historical PEAs were completed.
The Amended PEA incorporated:
• The same resource model as the Historical PEAs;
• The Rock Creek Mill, which was optioned by the Company in October 2015, with average throughput of
7,500 tonnes per day;
• A smaller, near surface and payback focussed pit;
• A mine production schedule which targets higher grades earlier;
• Optimised waste placement and tailings management facilities;
• A 2% NSR now held by Almadex Minerals Ltd.
36
Pre-Feasibility Study (“PFS”)
Upon completion of the Amended PEA, Almaden began the work required for a Pre-Feasibility Study on the
Ixtaca Project. During 2016, Almaden completed the necessary geotechnical, geomechanical, and hydrologic field
programs, and also optimized site layout through updated waste placement and facilities locations. A new
metallurgical program was also completed on the limestone domain, which represents approximately 82% of the
total gold equivalent ounces produced over the life of the mine in the PFS.
The completed PFS was filed on SEDAR on May 17, 2017 and included an updated resource model. The mine
production schedule also included the optioned Rock Creek Mill while targeting higher grades earlier, using
smaller, payback focused starter pits.
Feasibility Study (“Study”)
Upon completion of the PFS, Almaden began the work required for a Feasibility Study on the Ixtaca Project. The
Study and resulting mine plan incorporate significant changes from the PFS including filtered (dry stack) tailings,
ore sorting, increased throughput and an improved mine schedule. Collectively the changes result in a reduced
project footprint and improved economics.
Almaden engaged a team of consultants led by Moose Mountain Technical Services (“MMTS”) to undertake this
Study. MMTS was responsible for mining, metallurgy, processing, infrastructure and the economic evaluation,
APEX Geoscience Ltd. for exploration and drill data QA/QC, Giroux Consultants for the resources estimation,
and SRK Consulting (U.S.), Inc. (“SRK”) for aspects related to geotechnical, tailings and water management.
The completed Study was filed on SEDAR on January 24, 2019 and on EDGAR under Form 6-K on January 25,
2019. An update to the FS was filed on SEDAR and EDGAR on October 3, 2019.
STUDY HIGHLIGHTS
(All values shown in this section discussing the Study are in $US unless noted otherwise. Base case uses $1275/oz
gold and $17/oz silver prices. Gold and silver equivalency calculations assume 75:1 ratio).
• Average annual production of 108,500 ounces gold and 7.06 million ounces silver (203,000 gold
equivalent ounces, or 15.2 million silver equivalent ounces) over first 6 years;
• After-tax internal rate of return (“IRR”) of 42% and after-tax payback period of 1.9 years;
• After-tax net present value (“NPV”) of $310 million at a 5% discount rate;
•
Initial Capital of $174 million;
• Conventional open pit mining with a Proven and Probable Mineral Reserve of 1.39 million ounces of
gold and 85.2 million ounces of silver;
• Pre-concentration uses ore sorting to produce a total of 48 million tonnes of mill feed averaging 0.77 g/t
gold and 47.9 g/t silver (2.03 g/t gold equivalent over first 6 years, 1.41 g/t gold equivalent over life of
mine);
• Average life-of-mine (“LOM”) annual production of 90,800 ounces gold and 6.14 million ounces silver
(173,000 gold equivalent ounces, or 12.9 million silver equivalent ounces);
• Operating cost $716 per gold equivalent ounce, or $9.55 per silver equivalent ounce;
• All-in Sustaining Costs (“AISC”), including operating costs, sustaining capital, expansion capital,
private and public royalties, refining and transport of $850 per gold equivalent ounce, or $11.30 per
silver equivalent ounce;
• Elimination of tailings dam by using filtered tailings significantly reduces the project footprint and water
usage
37
Capital and Operating Costs
Initial capital cost for the Ixtaca gold-silver project is $174 million and sustaining capital (including expansion
capital) is $111 million over the LOM. The estimated expansion capital of $64.5 million will be funded from
cashflow in Year 4 for the throughput ramp-up in Year 5. Estimated LOM operating costs are $26.8 per tonne
mill feed. The following tables summarize the cost components:
Initial Capital Costs ($ millions)
Mining
Process
Onsite Infrastructure
Offsite Infrastructure
Indirects, EPCM, Contingency and Owner’s Costs
Total
Expansion Capital Costs ($ millions)
Mining
Process
Infrastructure
Indirects, EPCM, Contingency and Owner’s Costs
Total
LOM Average Operating Costs ($)
Mining costs
Processing
G&A
Total
$/tonne milled
$/tonne milled
$/tonne milled
$/tonne milled
Economic Results and Sensitivities
22.2
80.2
24.3
7.5
39.9
174.2
$1.2
$56.9
$1.5
$5.0
$64.5
$15.2
$10.5
$1.1
$26.8
A summary of financial outcomes comparing base case metal prices to alternative metal price conditions are
presented below. The Study base case prices are derived from current common peer usage, while the alternate
cases consider the project’s economic outcomes at varying prices witnessed at some point over the three years
prior to this study.
Summary of Ixtaca Economic Sensitivity to Precious Metal Prices (Base Case is Bold)
Gold Price ($/oz)
Silver Price ($/oz)
Pre-Tax NPV 5% ($million)
Pre-Tax IRR (%)
Pre-Tax Payback (years)
After-Tax NPV 5% ($million)
After-Tax IRR (%)
After-Tax Payback (years)
Mineral Resource Estimate
1125
14
229
35%
2.0
151
25%
2.6
1200
15.5
349
46%
1.8
233
34%
2.1
1275
17
470
57%
1.6
310
42%
1.9
1350
18.5
591
67%
1.4
388
49%
1.7
1425
20
712
77%
1.3
466
57%
1.5
On January 31, 2013 the Company announced a maiden resource on the Ixtaca Zone, which was followed by a
resource update on January 22, 2014 and another on May 17, 2017. Since that time an additional 104 holes have
been completed, and this data is also included in the Mineral Resource Estimate which has been prepared in
accordance with NI 43-101 by Gary Giroux, P.Eng., qualified person ("QP") under the meaning of NI 43-101,
and summarised in the table below. The data available for the resource estimation consisted of 649 drill holes
38
assayed for gold and silver. Wireframes constraining mineralised domains were constructed based on geologic
boundaries defined by mineralisation intensity and host rock type. Higher grade zones occur where there is a
greater density of epithermal veining. These higher grade domains have good continuity and are cohesive in
nature.
Of the total drill holes, 558 intersected the mineralised solids and were used to make the resource estimate.
Capping was completed to reduce the effect of outliers within each domain. Uniform down hole 3-meter
composites were produced for each domain and used to produce semivariograms for each variable. Grades were
interpolated into blocks 10 x 10 x 6 meters in dimension by ordinary kriging. Specific gravities were determined
for each domain from drill core. Estimated blocks were classified as either Measured, Indicated or Inferred based
on drill hole density and grade continuity.
Table showing the Measured, Indicated and Inferred Mineral Resource Statement with the Base Case 0.3 g/t AuEq
Cut-Off highlighted from the 8 July 2018 Resource Statement. Also shown are the 0.5, 0.7 and 1.0 g/t AuEq cut-
off results. AuEq calculation is based on average prices of $1250/oz gold and $18/oz silver.
Cautionary Note to U.S. Investors concerning estimates of Measured and Indicated Resources
This section uses the terms “measured resources” and “indicated resources”. U.S.
investors are advised that while these terms are recognized and required by Canadian
regulations, the U.S. Securities and Exchange Commission does not recognize them.
U.S. Investors are cautioned not to assume that any part or all of mineral deposits
in these categories will ever be converted into reserves.
Ixtaca Zone Measured, Indicated and Inferred Mineral Resource Statement
MEASURED RESOURCE
AuEq
Cut-off
(g/t)
0.30
0.50
0.70
1.00
AuEq
Cut-off
(g/t)
0.30
0.50
0.70
1.00
Tonnes > Cut-off
Grade>Cut-off
Contained Metal x 1,000
(tonnes) Au (g/t)
0.62
0.75
0.88
1.06
43,380,000
32,530,000
25,080,000
17,870,000
Ag (g/t) AuEq (g/t)
1.14
1.39
1.63
1.95
INDICATED RESOURCE
36.27
44.27
51.71
61.69
Au (oz)
862
788
711
608
Ag (oz) AuEq (oz)
1,591
50,590
1,454
46,300
1,312
41,700
1,118
35,440
Tonnes > Cut-off
Grade>Cut-off
Contained Metal x 1,000
(tonnes) Au (g/t)
0.44
0.59
0.74
0.96
80,760,000
48,220,000
29,980,000
16,730,000
Ag (g/t) AuEq (g/t)
0.77
1.02
1.29
1.65
22.67
30.13
37.79
47.94
Au (oz)
1,145
913
715
516
Ag (oz) AuEq (oz)
1,994
58,870
1,586
46,710
1,240
36,430
888
25,790
Cautionary Note to U.S. Investors concerning estimates of Inferred
Resources
This section uses the term “inferred resources”. U.S. investors are advised that while this
term is recognized and required by Canadian regulations, the U.S. Securities and
Exchange Commission does not recognize it. “Inferred resources” have a great amount
of uncertainty as to their existence, and great uncertainty as to their economic and legal
feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will
ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred
Mineral Resources may not form the basis of feasibility or other economic studies. U.S.
investors are cautioned not to assume that part or all of an inferred resource exists,
or is economically or legally mineable.
39
AuEq
Cut-off
(g/t)
0.30
0.50
0.70
1.00
Tonnes > Cut-off
Grade>Cut-off
Contained Metal x 1,000
INFERRED RESOURCE
(tonnes) Au (g/t)
0.32
0.44
0.57
0.79
40,410,000
16,920,000
7,760,000
3,040,000
Ag (g/t) AuEq (g/t)
0.56
0.80
1.06
1.42
16.83
25.43
33.80
43.64
Au (oz)
412
237
142
77
Ag (oz) AuEq (oz)
726
21,870
436
13,830
264
8,430
139
4,270
Notes pertaining to Measured, Indicated and Inferred Mineral Resource Estimates:
1.
Ixtaca Mineral Resources Estimate have an effective date of 8 July 2018. The Qualified person for the estimate is Gary
Giroux, P.Eng.
2. Base Case 0.3 g/t AuEq Cut-Off grade is highlighted. Also shown are the 0.5, 0.7 and 1.0 g/t AuEq cut-off results.
AuEq calculation based on average prices of $1250/oz gold and $18/oz silver. The Base Case cut-off grade includes
consideration of the open pit mining method, 90% metallurgical recovery, mining costs of $1.82/t, average processing
costs of $11.7, G&A costs of $1.81/t
3. Mineral Resources are reported inclusive of those Mineral Resources that have been converted to Mineral Reserves.
Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
4. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal or other relevant
issues. The Mineral Resources have been classified according to the CIM Definition Standards for Mineral Resources
and Mineral Reserves in effect as of the date of 8 July 2018.
5. All figures were rounded to reflect the relative accuracy of the estimates and may result in summation differences.
Mineral Reserve Estimate
Mineral Reserves in the table below have been developed by MMTS with an effective date of November 30,
2018, and are classified using the 2014 CIM Definition Standards. The Mineral Reserves are based on an
engineered open pit mine plan.
Mineral Reserves
Tonnes
(millions)
31.6
41.4
73.1
Proven
Probable
TOTAL
Diluted Average
Grades
Contained Metal
Au (g/t)
0.70
0.51
0.59
Ag (g/t)
43.5
30.7
36.3
Au - '000 ozs
714
673
1,387
Ag - '000 ozs
44,273
40,887
85,159
• Mineral Reserves have an effective date of November 30, 2018. The qualified person responsible for the
Mineral Reserves is Jesse Aarsen, P.Eng of Moose Mountain Technical Services.
• The cut-off grade used for ore/waste determination is NSR>=$14/t
• All Mineral Reserves in this table are Proven and Probable Mineral Reserves. The Mineral Reserves
are not in addition to the Mineral Resources but are a subset thereof. All Mineral Reserves stated above
account for mining loss and dilution.
• Associated metallurgical recoveries (gold and silver, respectively) have been estimated as 90% and 90%
for limestone, 50% and 90% for volcanic, 50% and 90% for black shale.
• Reserves are based on a US$1,300/oz gold price, US$17/oz silver price and an exchange rate of
US$1.00:MXP20.00.
• Reserves are converted from resources through the process of pit optimization, pit design, production
schedule and supported by a positive cash flow model.
• Rounding as required by reporting guidelines may result in summation differences.
40
Legal, political, environmental, or other risks that could materially affect the potential development of the Mineral
Reserves are provided in this Form 20F under the heading “Risk Factors”.
Mine Plan
The Ixtaca gold-silver project is planned as a typical open pit mining operation using contractor mining. Initial
production will ramp up to a mill feed rate of 7,650 tonnes per day followed by an expansion to 15,300 tonnes
per day from Year 5 onwards.
An ore control system is planned to provide field control for the loading equipment to selectively mine ore grade
material separately from the waste.
Mining operations will be based on 365 operating days per year with three 8 hour shifts per day.
Processing
The Study reflects the Rock Creek process plant which has been purchased by Almaden. Run of mine ore will be
crushed in a three-stage crushing circuit to -9 mm.
The Study also incorporates ore sorting, test work for which has shown the ability to separate barren or low grade
limestone host rock encountered within the vein swarm from vein and veined material (see Almaden news release
of July 16th 2018). Product from the secondary crusher will be screened in to coarse (+20mm), mid-size (12 to 20
mm), and fine (-12mm) fractions. Coarse and mid-size ore will be sorted by an XRT ore sort machine to eject
waste rock. Fine ore will bypass the ore sorting and is sent directly to the mill.
Ore sort waste from Limestone and Black Shale is below waste/ore cutoff grade and is placed in the waste rock
dump. Ore sort ‘waste’ from the Volcanic unit is low grade ore and will be stockpiled for processing later in the
mine life. Ore sorting pre-concentration increases the mill feed gold and silver grades by 32% and 31%
respectively compared to run of mine (ROM) grades. The table below shows ROM grades with ore sort waste
removed from the ROM, and the resulting mill feed.
Ore Sort Mill Feed grade improvement
Limestone
Black Shale
Volcanic
TOTAL
million tonnes
Au g/t
Ag g/t
million tonnes
Au g/t
Ag g/t
million tonnes
Au g/t
Ag g/t
million tonnes
Au g/t
Ag g/t
ROM
Ore
51.5
0.572
37.5
12.2
0.517
44.4
9.4
0.790
18.6
73.1
0.591
36.3
Ore sort
Waste
18.8
0.24
12.0
6.3
0.25
20.0
-
-
-
25.1
0.24
14.0
Mill
Feed
32.7
0.763
52.2
5.8
0.806
70.8
9.4
0.790
18.6
48.0
0.773
47.9
Crushed ore is transported to the grinding circuit by an over land conveyor. Grinding to 75 microns is carried out
with ball milling in a closed circuit with cyclones. Cyclone underflow is screened and the screen undersize is
treated in semi-batch centrifugal gravity separators to produce a gravity concentrate.
The gravity concentrate will be treated in an intensive leach unit with gold and silver recovered from
electrowinning cells.
41
The cyclone overflow will be treated in a flotation unit to produce a flotation concentrate. After regrinding the
flotation concentrate leaching will be carried out in 2 stages. CIL leaching for 24 hours will complete gold
extraction, followed by agitated tank leaching to complete silver leaching. A carbon desorption process will
recover gold and silver from the CIL loaded carbon, and a Merrill Crowe process will recover gold and silver
from pregnant solution from the agitated leach circuit.
Cyanide destruction on leach residue is carried out using the SO2/Air process. Final tailings are thickened and
filtered then dry stacked and co-disposed with mine waste rock.
Average process recoveries from mill feed to final product over the life of mine are summarized below for each
ore type.
Average Life of Mine Process Recoveries from Mill Feed
Limestone
Volcanic
Black Shale
Gold
88.5%
64.4%
54.5%
Silver
86.8%
76.3%
84.7%
Water and Waste Management
One of Almaden’s top priorities at Ixtaca is water quality and a mine plan that provides a permanent and consistent
long-term supply of water for residents. The plan outlined in the Study has evolved through the open dialogue
between the Company and residents over the past number of years and as part of the Social Investment Plan
consultation (see section below on “Community”).
Rainfall in the Ixtaca vicinity falls primarily during a relatively short rainy season. With no local water storage
facilities, the flash flows of water are currently lost to the communities. Under the Study, rainwater will be
captured during the rainy season in the water storage reservoir and slowly released during the dry season, for use
by both the mining operation and local residents.
Extensive geochemical studies have evaluated the potential for acid rock drainage and metal leaching from the
waste rock and tailings using globally accepted standardised methods of laboratory testing and in compliance
with Mexican regulations. Most of the waste rock at Ixtaca is limestone, and the studies of both waste rock and
tailings have consistently shown that there is more than enough neutralising potential present in the waste rock to
neutralise any acid generated. Testing to date also indicates low potential for metal leaching. These results along
with the excellent access to potential markets in the growing industrial state of Puebla, indicate the potential for
rock waste and tailings from the Ixtaca deposit to be secondary resources such as aggregate and cement feedstock.
These opportunities were examined in 2019 as part of the Company’s commitment to best sustainable practices.
In consideration of these findings and the hydrologic conditions at Ixtaca, Almaden and its consultants reviewed
Best Available Technology and Best Applicable Practice in the design and planning of tailings management at
Ixtaca, which resulted in selecting a dry-stack tailings facility which would include co-disposal of waste with
filtered tailings, use much less water than traditional slurry facilities, reduce the mine footprint, allow for better
dust control, and enable earlier rehabilitation of the tailings and waste disposal areas.
Community Consultations
Almaden has a long history of engagement with communities in the region around the Ixtaca Project. Amongst
many other initiatives, the Company has trained and employed drillers and driller helpers from the local area, held
nine large-scale community meetings totalling over 4,100 people, taken 480 local adults on tours of operating
mines in Mexico, and held monthly technical meetings on a diverse range of aspects relating to the mining
industry and the Ixtaca Project. On June 25, 2019, the most recent large-scale community meeting hosted by the
Company was attended by over 2,000 people, including representatives of the State and Federal Governments in
Mexico.
In 2017, Almaden engaged a third-party consultant to lead a community consultation and impact assessment at
42
the Ixtaca Project. In Mexico, only the energy industry requires completion of such an assessment (known in
Mexico as a Trámite Evaluación de Impacto Social, or “EVIS”) as part of the permitting process. The purpose of
these studies is to identify the people in the area of influence of a project (“Focus Area”), and assess the potential
positive and negative consequences of project development to assist in the development of mitigation measures
and the formation of social investment plans. To Almaden’s knowledge, this is the first time a formal EVIS has
been completed in the minerals industry in Mexico, and as such reflects the Company’s commitment to best
national and international standards in Ixtaca project development.
The EVIS and subsequent work on the development of a Social Investment Plan were conducted according to
Mexican and international standards such as the Guiding Principles on Business and Human Rights, the Equator
Principles, and the OECD Guidelines for Multinational Enterprises and Due Diligence Guidance for Meaningful
Stakeholder Engagement in the Extractive Sector.
Fieldwork for the EVIS was conducted by an interdisciplinary group of nine anthropologists, ethnologists and
sociologists graduated from various universities, who lived in community homes within the Ixtaca Focus Area
during the study to allow for ethnographic immersion and an appreciation for the local customs and way of life.
This third-party consultation sought voluntary participation from broad, diverse population groups, with specific
attention to approximately one thousand persons in the Focus Area.
This extensive consultation resulted in changes to some elements of the mine design, including the planned
construction of a permanent water reservoir to serve the local area long after mine closure, and the shift to dry-
stack filtered waste management. The Company looks forward to advancing further elements of the community
Social Investment Plan as mine permitting and construction advance.
Economic Contributions
The Study anticipates that approximately 600 direct jobs will be created during the peak of construction, and 420
jobs will be generated during operations. Assuming base case metal prices, under this Study Ixtaca is anticipated
to generate approximately US$130 million in Federal taxes, US$50 million in State taxes and US$30 million in
Municipal taxes.
Closure and Reclamation
Mine waste areas will be reclaimed and re-vegetated at the end of mining activity. At closure, all buildings will
be removed and remaining facilities, except for the water storage dam (WSD), will be reclaimed and re-vegetated.
The WSD and the availability of this water to the local communities will remain after closure.
Opportunities
Several opportunities excluded from the base case economics have been identified in the Study.
• Results from the ore sorting tests identified several opportunities to increase the ore sort efficiency and
could result in a further increase in mill feed grades. These opportunities will be investigated with future
test work.
• Gold extraction recoveries in the minor black shale unit are currently impeded by the presence of
carbonaceous material. Recent test work including carbon pre-flotation and ultra-fine gravity separation
has demonstrated that the carbon can be liberated and removed with a significant improvement in gold
recovery. This test work is ongoing and is expected to improve the black shale gold recovery.
• Test work carried out on Ixtaca limestone waste rock samples concluded that Ixtaca limestone waste
rock is suitable for many types of concrete use and other applications such as shotcrete, subgrade, asphalt
aggregate or railroad ballast with little effort and processing. Concrete produced with tests on Ixtaca
limestone aggregate performed very well, achieving the 28-day design compressive strength of 30 MPa
already at 7 days, and more than 40 MPa at 28 and 56 days.
Ixtaca is connected by 60 km of paved road to the industrial city Apizaco, 120 km of paved road to the
state capital of Puebla, and 170 km of paved road to Mexico City.
43
The sale of limestone ore sort rejects (a waste product) as an aggregate presents a very significant
potential source of revenue to the Project at no additional capital or operating cost to the Project. There
is also potential to sell some of the waste rock as an aggregate.
• Fine aggregate from crushing and grinding operations is also expected to perform in a similar way to the
coarse aggregate. Chemical analysis of the fine aggregate indicates that it is also suitable as a raw
material for the production of lime cement or Portland cement if properly processed and blended with
suitable silica aluminates.
Next Engineering and Development Steps
The Company is pursuing the optimization opportunities noted above and has submitted its environmental permit
application to Mexican authorities. As noted in the Company’s press release of October 29, 2019, the
environmental permit review has been suspended by Mexican environmental authorities.
Qualified Persons, Sample Preparation, Analyses, Quality Control and Assurance
The independent qualified persons responsible for preparing the Study are: Jesse Aarsen, P.Eng. and Tracey
Meintjes, P.Eng. of MMTS; Edward Wellman PE, PG, CEG and Clara Balasko, P.E. of SRK; Kris Raffle, P.Geo.
of APEX Geoscience Ltd.; and Gary Giroux, M.A.Sc., P.Eng. of Giroux Consultants Ltd.; all of whom act as
independent consultants to the Company, are Qualified Persons as defined by National Instrument 43-101 ("NI
43-101").
The analyses used in the preparation of the mineral resource statement were carried out at ALS Chemex
Laboratories of North Vancouver (“ALS”) using industry standard analytical techniques. All strongly altered or
epithermal-mineralized intervals of core have been sampled. Almaden employs a maximum sample length of 2
to 3m in unmineralized lithologies, and a maximum sample length of 1m in mineralized lithologies. During the
years 2010 and 2011, Almaden employed a minimum sample length of 20cm. The minimum sample length was
increased to 50cm from 2012 onwards to ensure the availability of sufficient material for replicate analysis. Drill
core is half-sawn using industry standard diamond core saws. After cutting, half the core is placed in a new plastic
sample bag and half is placed back in the core box. Sample numbers are written on the outside of the sample bags
and a numbered tag placed inside the bag. Sample bags are sealed using a plastic cable tie. Sample numbers are
checked against the numbers on the core box and the sample book.
ALS sends its own trucks to the Ixtaca project to take custody of the samples at the Santa Maria core facility and
transports them to its sample preparation facility in Guadalajara or Zacatecas, Mexico. Prepared sample pulps are
then forwarded by ALS personnel to the ALS North Vancouver, British Columbia laboratory, which is ISO/IEC
17025:2017 and ISO 9001: 2015 certified, for analysis.
For gold, samples are first analysed by fire assay and atomic absorption spectroscopy (“AAS”). Samples that
return values greater than 10 g/t gold using this technique are then re-analysed by fire assay but with a gravimetric
finish. Silver is first analysed by Inductively Coupled Plasma - Atomic Emission Spectroscopy (“ICP-AES”).
Samples that return values greater than 100 g/t silver by ICP-AES are then re analysed by HF-HNO3-HCLO4
digestion with HCL leach and ICP-AES finish. Of these samples those that return silver values greater than 1,500
g/t are further analysed by fire assay with a gravimetric finish. Blanks, field duplicates and certified standards
were inserted into the sample stream as part of Almaden’s quality assurance and control program which complies
with National Instrument 43-101 requirements. In addition to the in-house QAQC measures employed by
Almaden, Kris Raffle, P.Geo. of APEX Geoscience Ltd., completed an independent review of blank, field
duplicate and certified standard analyses. All QAQC values falling outside the limits of expected variability were
flagged and followed through to ensure completion of appropriate reanalyses. No discrepancies were noted within
the drill hole database, and all QAQC failures were dealt with and handled with appropriate reanalyses.
The mineral resource estimate referenced in this document was prepared by Gary Giroux, P.Eng., an independent
Qualified Person as defined by NI 43-101.
44
Current Work
The Company is presently focused on permitting activities at Ixtaca, having submitted its environmental permit
application (“MIA”) in early 2019. In October, 2019, the Company announced that SEMARNAT, Mexico’s
environmental authority, had suspended their review of the Company’s MIA pending resolution of the Amparo
(see section “Legal Proceedings”). The Company is currently pursuing a solution to this suspension through the
Courts and directly with SEMARNAT.
Upcoming / Outlook
Almaden has sufficient cash on hand to conduct its anticipated work program for the next fiscal year. Continuing
work at Ixtaca will be focused on resolving the suspension of the MIA permit review by SEMARNAT.
Item 5. Operating and Financial Review and Prospects
Operating Results
The following discussion and analysis of the results of operations and the Company’s financial position should
be read in conjunction with the consolidated financial statements and related notes for the years ended December
31, 2019, 2018, and 2017 appearing under Item 18 – Financial Statements and listed under Item 19 – Exhibits.
The Company’s consolidated financial statements are stated in Canadian Dollars and have been prepared in
accordance and compliance with International Financial Reporting Standards as issued by the International
Accounting Standards Board (“IFRS”).
The Company is in the business of exploring its principal mineral property in Mexico with the aim of developing
it to a stage where it can be exploited at a profit or to arrange joint ventures or other business transactions whereby
other companies provide, in whole or in part, funding for development and exploitation. At that stage, the
Company’s operations would, to some extent, be dependent on the world market prices of any minerals mined.
The Company does not have producing properties or operations on its properties.
The Company receives other income from Administrative Services Agreements with Azucar and Almadex.
Under those Agreements, the Company is the sole and exclusive manager of Azucar and Almadex. Azucar and
Almadex compensate the Company 40% (2018 – 30%) and 20% (2018 – 20%), respectively, of the Company’s
actual monthly overhead costs including any shared personnels’ fees and/or wages. Azucar and Almadex also
pay the Company any reasonable fees or costs incurred on their behalf by the Company which were approved by
Azucar or Almadex, respectively. The Administrative Services Agreements have an initial 5-year term, with
subsequent automatic 1-year renewals unless terminated pursuant to the terms permitted under the respective
Agreements. The Administrative Services Agreements include a Change of Control clause. If either party is
subject to a Change of Control during the term of the respective Agreement, that Agreement shall automatically
terminate within 48 hours of the Change of Control unless agreed to in writing by both parties. The target of the
Change of Control shall then pay the other party $2 million as compensation for the unplanned termination of the
Company’s engagement and significant disruption to the other party’s business. “Change of Control” means the
date upon which, without the written concurrence of the target of the Change of Control, any person (as that term
is defined in the Securities Act (British Columbia)) makes and does not withdraw a take-over bid (as that term is
defined in the Securities Act (British Columbia)) or acquires, directly or indirectly, that number of common shares
of the target which equals or exceeds twenty percent (20%) of the then issued common shares of the target.
Fiscal 2019 compared to Fiscal 2018
For the year ended December 31, 2019 (“Fiscal 2019”), the Company recorded a comprehensive loss of
$3,763,075 or $0.03 per common share compared to a comprehensive loss of $3,511,667 or $0.03 per common
share for the year ended December 31, 2018 (“Fiscal 2018”). The increase of $251,408 was primarily a result of
an increase in impairment of exploration and evaluation assets of $501,620 from concession taxes paid on dropped
claims from the Tuligtic property and finance fees of $204,231 due to project financing efforts. These expenses
were offset by $375,620 decrease in share-based payments due to a lower share price and a $243,796 decrease in
salaries and benefits as no cash bonuses were paid or accrued in 2019.
45
Because the Company is an exploration company, it has no revenue from mining operations. Other income of
$677,954 (Fiscal 2018 - $1,190,068) during Fiscal 2019, consisted primarily of interest income earned on its cash
balances of $41,650 (Fiscal 2018 - $164,435) and income from administrative services fees earned from Azucar
of $639,320 (Fiscal 2018 - $542,657), and from Almadex of $320,093 (Fiscal 2018 - $243,260). The Company
has an administrative services agreement with these two companies whereby overhead and salaries expenses are
proportionally allocated as described under the heading “Transactions with Related Parties”.
Operating expenses were $4,441,029 during Fiscal 2019 (Fiscal 2018 - $4,701,735). Certain operating expenses
were reported on a gross basis and recovered through other income from the administrative services agreements
with Azucar and Almadex. The decrease in operating expenses of $260,706 is mainly due a decrease in share-
based payments relating to lower share price in calculating the fair value from stock options granted of $375,620
and a decrease in salaries and benefits of $243,796 due to no bonuses awarded in 2019. Operating expenses
increased in the area of finance related activities such as the gold loan transaction with Almadex that resulted in
an increase in arrangement fee of $50,000 and an increase in finance cost of $216,918 from reviewing project
development financing alternatives.
Fiscal 2018 compared to Fiscal 2017
For the year ended December 31, 2018 (“Fiscal 2018”), the Company recorded a comprehensive loss of
$3,511,667 or $0.03 per common share compared to a comprehensive loss of $5,231,295 or $0.05 per common
share for the year ended December 31, 2017 (“Fiscal 2017”). The decrease in comprehensive loss of $1,719,628
was primarily a result of a decrease in operating expense totalling $998,008 and an increase in other income of
$721,620 from interest income and administrative service fees.
Because the Company is an exploration company, it has no revenue from mining operations. Other income of
$1,190,068 (Fiscal 2017 - $468,448) during Fiscal 2018, consisted of mainly interest income earned on its cash
balances and other income from administrative services fees of $950,352 (Fiscal 2017 - $654,741). Also included
in other income is a foreign exchange gain of $239,716 (Fiscal 2017 foreign exchange loss - $184,533) due to a
higher exchange rate on USD cash balances during Fiscal 2018.
Operating expenses were $4,701,735 during Fiscal 2018 (Fiscal 2017 - $5,699,743). Certain operating expenses
were reported on a gross basis and recovered through other income from the administrative services agreements
with Azucar and Almadex starting May 18, 2018 after the Azucar corporate reorganization. The decrease in
operating expenses of $998,008 is mainly the result of a decrease in share-based payments by $1,384,330 due to
a lower share price that reduces the fair values of stock options granted during Fiscal 2018 and an increase in
salaries and benefits of $378,043 due to new hires as the Company plans to enter into development stage and
requires additional personnel for such development stage activities.
Liquidity and Capital Resources
As at December 31, 2019, the Company’s working capital position was $1,748,508. Management estimates that
the current cash position and expected future cash flows from the exercise of outstanding stock options and
warrants and equity financing will be sufficient for the Company to carry out its anticipated exploration and
operating plans for fiscal 2020 that includes further development of the Ixtaca Project.
Management believes that the Company’s cash resources are sufficient to meet its working capital and mineral
exploration requirements for its next fiscal year, but the Company may decide to raise additional funds through
the sale of equity in fiscal 2020 depending upon favorable market conditions.
During fiscal 2019, the Company filed a preliminary short-form base shelf prospectus in certain jurisdictions of
Canada and a corresponding Form F-10 Registration Statement with the SEC. A final short-form base shelf
prospectus was never filed and therefore the Form F-10 Registration Statement is not in effect. The Company
may determine to file a preliminary short-form base shelf prospectus in the future depending on timing and market
conditions, but currently has no specific plans to do so.
On March 10, 2020, the Company announced a proposed non-brokered private placement of 4,900,000 common
shares units at a price of $0.41 per unit for gross proceeds of $2,009,000. Each unit would consist of one common
share and one non-transferable common stock warrant. Each warrant will entitle the holder to purchase one
common share of the Company at a price of $0.65 per share for 3 years following the closing of the placement.
46
Subsequently, on March 19, 2020, the Company announced a re-pricing of the proposed non-brokered private
placement to amend terms of the offering as follows:
• The purchase price of the Units of the Offering has been reduced from $0.41 to $0.37 per Unit.
• The exercise price of each share purchase Warrant has been reduced from $0.65 to $0.50.
• The size of the Offering has been increased from up to 4,900,000 Units to up to 5,400,000 Units, which
may be increased.
All other material terms of the previously announced Offering remain the same. Closing of the placement is
anticipated to be on or about March 27, 2020 and is subject to market conditions and receipt of applicable
regulatory approvals.
Fiscal 2019
At the end of Fiscal 2019, the Company had working capital of $1,748,508 including cash and cash equivalents
of $912,214 compared to working capital of $4,356,589 including cash and cash equivalents of $5,080,580 at the
end of Fiscal 2018. The decrease in working capital of $2,608,081 is mainly due to the cash balances used for
expenditures in exploration and evaluation assets and corporate affairs.
The Company has long term liabilities of $4,577,916 at the end of Fiscal 2019 compared to $1,434,882 at the end
of Fiscal 2018 that relates to deferred income tax liability from the Mexican income tax and Special Mining Duty
associated with the Ixtaca project. Other components of long-term liabilities relate to long-term portion of lease
liabilities of $170,731, gold loan payable of $2,541,338 and derivative financial liabilities of $430,965.
On May 14, 2019, the Company entered into a secured gold loan agreement with Almadex which provides access
to approximately $3 million, with only minor dilution to shareholders. With this additional cash, Management
believes that the Company’s cash resources are sufficient to meet its minimum working capital for its next fiscal
year.
Net cash used in operating activities during Fiscal 2019, was $1,892,325 (Fiscal 2018 - $1,919,921), after
adjusting for non-cash activities.
Net cash used in investing activities during Fiscal 2019, was $3,751,770 (Fiscal 2018 - $18,171,752). Significant
items include expenditures on exploration and evaluation assets of $3,324,173 (Fiscal 2018 - $9,674,048) mainly
to complete the feasibility study and start its development activities in Mexico.
Net cash from financing activities during Fiscal 2019, was $1,475,729 (Fiscal 2018 - $8,837,719) as a result of
net proceeds of gold in trust.
Management estimates that the current cash position and potential future cash flows will be sufficient for the
Company to carry out its business plans for the upcoming year. Management is sourcing project financing options
to advance the Ixtaca project during its development stage.
Fiscal 2018
At the end of Fiscal 2018, the Company had working capital of $4,356,589 including cash and cash equivalents
of $5,080,580 compared to working capital of $16,065,496 including cash and cash equivalents of $16,334,534
at the end of Fiscal 2017. The decrease in working capital of $11,708,907 is mainly due to the cash expenditures
on mill mobilization expenses and option payments on the Rock Creek mill recorded in the property, plant and
equipment.
The Company has a deferred income tax liability in the amount of $1,434,882. The deferred income tax liability
relates to the Mexican income tax and Special Mining Duty associated with the Ixtaca Project.
Net cash used in operating activities during Fiscal 2018, was $1,919,921 (Fiscal 2017 - $2,674,767), after
adjusting for non-cash activities.
Net cash used in investing activities during Fiscal 2018, was $18,171,752 (Fiscal 2017 - $12,808,053). Significant
items include expenditures on exploration and evaluation assets of $9,674,048 (Fiscal 2017 - $8,860,153), and
deposit on mill equipment of $7,694,900 (Fiscal 2017 - $3,642,826).
47
Net cash from financing activities during Fiscal 2018, was $8,837,719 (Fiscal 2017 - $22,047,348) as a result of
a non-brokered private placement that closed on June 7, 2018, net of share issue costs.
Management estimates that the current cash position and potential future cash flows from in the money stock
options and warrants will be sufficient for the Company to carry out its anticipated exploration and operating
plans for the foreseeable future. There may be circumstances where, for sound business reasons, a reallocation
of funds may be necessary in order for the Company to achieve its stated business objectives.
Fiscal 2017
At the end of Fiscal 2017, the Company had working capital of $16,065,496 including cash and cash equivalents
of $16,334,534 compared to working capital of $9,293,081 including cash and cash equivalents of $9,770,006 at
the end of Fiscal 2016. The increase in working capital of $6,772,415 is mainly due to increase in cash flow from
financing raised through two private placements completed during the year.
The Company has a deferred income tax liability in the amount of $1,434,882. The deferred income tax liability
relates to the Mexican income tax and Special Mining Duty associated with the Ixtaca Project.
On February 7, 2017, the Company closed a non-brokered private placement for gross proceeds of $3,401,199
and on June 1, 2017, the Company closed a bought deal private placement for gross proceeds of $17,251,150. As
a result of both financings, the Company has been able to raise money even in a very challenging financial
marketplace.
Net cash used in operating activities during Fiscal 2017, was $2,674,767 (Fiscal 2016 - $2,321,136), after
adjusting for non-cash activities.
Net cash used in investing activities during Fiscal 2017, was $12,808,053 (Fiscal 2016 - $5,524,623). Significant
items include expenditures on exploration and evaluation assets of $8,860,153 (Fiscal 2016 - $5,177,485), and
deposit on mill equipment of $3,642,826 (Fiscal 2016 - $324,600).
Net cash from financing activities during Fiscal 2017, was $22,047,348 (Fiscal 2016 - $11,392,987) as a result of
a non-brokered private placement that closed on February 7, 2017, and a bought deal private placement which
closed on June 1, 2017, and options and warrants exercised, net of share issue costs.
Research and Development, Patents and Licenses
The Company conducts no Research and Development activities, nor is it dependent upon any patents or licenses.
Trend information
During the latter part of 2019, the prices of gold and silver began to firm up although not without sudden sharp
moves both up and down. More significant price action really started after year end and continues at the time of
writing with a general upward trend in the prices of both metals. Volatility is against a background of Central
Banks lowering interest rates but with little room to lower them further. Countries around the world have
accumulated massive debts even during good times and further stimulus from deficit spending seems far less
effective than in the past. Consumers have accumulated a lot of debt because of low interest rates and the
likelihood that more consumer spending can bail everything out appears low. The brutal fighting in Syria and the
massive refugee exodus towards Europe along with civic unrest in many countries have shaken confidence in the
ability of governments and international bodies to deal with crises.
Against this background, we now have the turmoil resulting from the progression of the COVID-19 Coronavirus
pandemic crisis. It is impossible to say how far this may go, but the effects are already drastic. World trade is
sharply down, oil prices are have collapsed and stock indexes are plunging. Situations where all these things are
happening together are the classic reason for owning gold and silver as preservers of savings and value;
nevertheless, even the values of precious metals and the securities of companies engaged in their exploration,
development and production are not immune to the repercussions that have resulted from the crisis.
Because of difficult financial conditions around the world, mining exploration has suffered and much resource
development (including Almaden’s) has been held up by opposition from local anti-development activists, with
many supported by financing from wealthy groups and Non-Government Organizations (“NGO’s”) located
48
primarily in developed nations in North America and Europe. In many cases this opposition is starting to be seen
as unreasonable and against the interests of the local people as well as the countries themselves. Nevertheless,
the demand and need for precious and other metals will continue to grow. The reserves of known deposits are
being depleted and the need for replacement is rising. There are fewer advanced projects in the pipeline, and
management anticipates that their value will come to be recognized by both investors and the jurisdictions where
they occur.
Both the scarcity of funding for new discoveries and the difficulty in developing new resources are likely to limit
the supply of metals to a growing and developing global population. The Company believes that in the long term,
metal prices will be constructive for both exploration and development activities. The Company plans to continue
advancing the Ixtaca project with the aim of developing it into one of the more attractive advanced and modern
projects in the world.
Off-balance Sheet Arrangements
The Company has no off-balance sheet arrangements other than the lease related to its office premises as disclosed
below.
Contractual Obligations
The Company is obligated under an operating lease for its office premises with the following aggregate minimum
lease payments effective April 1, 2017 through to March 31, 2022. The Company has government requirements
in work and/or taxes to maintain claims held. The decision to keep or abandon such claims is not contractual but
at the discretion of the Company.
Table No. 4
Contractual Obligations of the Company
Payments due by period
Operating lease
Total
$431,932
Less than
1 year
$191,512
1 – 3
years
$240,420
3 – 5
years
-
More than
5 years
-
On January 29, 2013, the Company entered into contracts with its Chairman and President for an annual
remuneration of $240,000 and $265,000 respectively effective January 1, 2013, for two years, renewable for two
additional successive terms of 24 months each. Effective December 31, 2015, the Chairman’s contract was
mutually terminated and effective January 1, 2016, the Company and the Chairman entered into a new contract
for an annual remuneration of $240,000 for two years, renewable for two additional successive terms of 24 months
each. The Chairman’s contract and the President’s contract were amended April 1, 2016 and further amended on
January 1, 2019 to make their term indefinite. Effective May 24, 2011, as amended April 1, 2016, the Company
and the Chief Financial Officer (“CFO”) entered into an Employment Agreement for an indefinite term and,
effective September 22, 2014, as amended April 1, 2016, the Company and the Vice President, Corporate
Development (“VP”) entered into an Employment Agreement for an indefinite term. Effective January 1, 2016,
the Chairman’s and President’s base salaries (“Base Salary”) were $240,000 and $265,000, respectively, and the
CFO’s and VP’s Base Salaries were $185,000 and $175,000, respectively. Effective January 1, 2017, the
Chairman’s, President’s, CFO’s and VP’s Base Salaries were $240,000, $305,000, $203,500 and $192,500,
respectively. Under the Administrative Services Agreements between the Company and each of Azucar Minerals
Ltd. and Almadex Minerals Ltd. the Company provides management services to Azucar and Almadex. Azucar
compensates the Company 40% (2018 – 30%) of any shared personnel remuneration and office overhead
expenses, while Almadex compensates the Company 20% (2018 – 20%) of any shared personnel remuneration
and office overhead expenses. Therefore, Almaden currently recovers 60% (2018 – 50%) of the contractual
compensation amounts for the Chairman, Chief Executive Officer, Chief Financial Officer and Vice President,
Corporate Development.
Contractual obligations of the Company in the above table exclude future option payments required to maintain
the Company’s interest in certain mineral properties.
49
Significant accounting judgments and estimates
Significant assumptions about the future and other sources of judgments and estimates that management has made
at the statement of financial position dates, that could result in a material adjustment to the carrying amounts of
assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited
to, the following:
Critical Judgments
o The analysis of the functional currency for each entity of the Company determined by conducting an
analysis of the consideration factors identified in IAS 21, “The Effect of Changes in Foreign Exchange
Rates”. In concluding that the Canadian dollar is the functional currency of the parent and its subsidiary
companies, management considered the currency that mainly influences the cost of providing goods and
services in each jurisdiction in which the Company operates. As no single currency was clearly
dominant, the Company also considered secondary indicators including the currency in which funds from
financing activities are denominated and the currency in which funds are retained; and
o The determination that the carrying amount of the Tuligtic Project will be recovered through use rather
than sale.
Estimates
o
o
o
o
o
o
o
o
o
The recoverability of accounts receivable which is included in the consolidated statements of financial
position;
The estimated useful lives of property, plant and equipment which are included in the consolidated
statements of financial position and the related depreciation included in profit or loss;
The recoverability of the value of the exploration and evaluation assets which is recorded in the
consolidated statements of financial position;
The Company uses the Black-Scholes option pricing model to determine the fair value of options,
warrants, and derivative financial liabilities in order to calculate share-based payments expense and the
fair value of finders’ warrants and stock options. Certain inputs into the model are estimates that involve
considerable judgment or could be affected by significant factors that are out of the Company’s control;
The provision for income taxes which is included in profit or loss and the composition of deferred income
tax liability included in the consolidated statement of financial position and the evaluation of the
recoverability of deferred tax assets based on an assessment of the Company’s ability to utilize the
underlying future tax deductions against future taxable income prior to expiry of those deductions;
The assessment of indications of impairment of each exploration and evaluation asset and property plan
and equipment and related determination of the net realizable value and write-down of those assets where
applicable;
The estimated incremental borrowing rate used to calculate the lease liabilities;
The estimated fair value of gold in trust; and
The estimated initial fair value of gold loan payable.
Item 6. Directors, Senior Management and Employees
Table No. 5 lists the directors of the Company as of March 26, 2020. The directors have served in their respective
capacities since their election and/or appointment and will serve until the next annual general meeting of the
Company or until a successor is duly elected, unless the office is vacated in accordance with the Articles of the
Company. All directors are residents and citizens of Canada.
50
Name
James Duane Poliquin
John D. McCleary(2)(3)
Morgan Poliquin
Gerald G. Carlson(1)(2)(3)
Mark T. Brown (1)(3)
William J. Worrall(1)(2)(3)
Elaine Ellingham(5)
Table No. 5
Directors of the Company
Age
79
79
48
74
51
87
61
Date First Elected or Appointed
February 1, 2002(4)
February 1, 2002(4)
February 1, 2002(4)
February 1, 2002(4)
May 30, 2011
May 7, 2013
February 27, 2018
(1) Member of Audit Committee
(2) Member of Nominating and Corporate Governance Committee
(3) Member of Compensation Committee
(4) Date of issue of the Certificate of Amalgamation
(5) Elaine Ellingham was appointed an additional Director of the Company on February 27, 2018
Duane Poliquin was a director of Almaden Resources Corporation since September 1980, Jack McCleary since
June 1991 and Morgan Poliquin since June 1999.
Duane Poliquin was a director of Fairfield Minerals Ltd. since June 1996, and Gerald G. Carlson since July 1998.
Table No. 6 lists the Executive Officers of the Company as of March 26, 2020. The Executive Officers serve at
the pleasure of the Board of Directors, subject to the terms of executive compensation agreements hereinafter
described. All Executive Officers are residents and citizens of Canada with the exception of Laurence Morris,
who is a resident of Nicaragua and citizen of the United Kingdom.
Table No. 6
Executive Officers of the Company
Position
Name
James Duane Poliquin Chairman of the Board
Morgan Poliquin
Korm Trieu
Douglas McDonald
Laurence Morris
John A. Thomas
(1) Date of issue of the Certificate of Amalgamation
President and Chief Executive Officer
Chief Financial Officer
Vice-President, Corporate Development
Vice-President, Operations & Projects
Vice-President, Project Development
Age
79
48
54
51
66
72
Date First Appointed
February 1, 2002 (1)
March 1, 2007
May 30, 2011
September 22, 2014
April 30, 2018
September 9, 2019
Duane Poliquin was appointed an Officer of Almaden Resources Corporation in September 1980 and of Fairfield
Minerals Ltd. in June 1996.
Duane Poliquin is a registered professional geological engineer with over 50 years of experience in mineral
exploration and he is the founding shareholder of Almaden Resources Corporation. He gained international
experience working with major mining companies where he participated in the discovery of several important
mineral deposits. Mr. Poliquin has held executive positions and directorships with several junior resource
companies over his career. He was founder and President of Westley Mines Ltd. when that company discovered
the Santa Fe gold deposit in Nevada. Mr. Poliquin spends virtually all of his time on the affairs of the Company,
Azucar Minerals Ltd. and Almadex Minerals Ltd. of which he also serves as Chairman of the Board and a director.
John D. (Jack) McCleary is a registered professional geologist with over 40 years’ experience in petroleum and
mineral exploration. He has held executive positions with several junior resource companies over his career and
for several years was a Vice President of Dominion Securities Ltd. He served as a director and President of
Canadian Hydro Developers Inc. until December 1995 at which time he retired and as a director and President of
Troymin Resources Ltd. until April 2003 at which time Troymin amalgamated with Santoy Resources Ltd. where
he served as a director for 5 years. Mr. McCleary is also a director of Azucar Minerals Ltd. and Almadex Minerals
Ltd. He spends less than 5% of his time on the affairs of the Company.
51
Morgan Poliquin is a registered professional geological engineer with over 20 years’ experience in mineral
exploration since graduating with a B.A.Sc. degree in geological engineering from the University of British
Columbia (1994). In 1996 he earned a M.Sc. in geology from the University of Auckland, New Zealand studying
geothermal and epithermal deposits in the South Pacific including the Emperor Gold Deposit, Fiji. In 2010, Dr.
Poliquin earned his Ph.D. in Geology from the Camborne School of Mines, University of Exeter. He is President
and CEO of the Company and oversees corporate matters as well as directing the Company’s exploration program.
Dr. Poliquin spends virtually all of his time directing the exploration programs and the affairs of the Company in
Almaden, Azucar Minerals Ltd. and Almadex Minerals Ltd. of which he also serves as President, CEO and a
director.
Gerald G. Carlson has been involved in mineral exploration and junior exploration company management for
over 45 years. Mr. Carlson has a B.A.Sc. from the University of Toronto, a M.Sc. from Michigan Technological
University and a Ph.D. from Dartmouth College. He is President, CEO and a director of Pacific Ridge Exploration
Ltd., a gold and zinc exploration company listed on the TSX-V. He is a Fellow of the Society of Economic
Geologists, a member of Engineers and Geoscientists BC, Engineers Yukon and the Canadian Institute of Mining,
Metallurgy & Petroleum. Mr. Carlson spends less than 5% of his time on the affairs of the Company.
Mark T. Brown is a Chartered Professional Accountant (CPA, CA) and earned a Bachelor’s Degree in
Commerce from the University of British Columbia in 1990. Mr. Brown received his Chartered Accountant’s
designation in 1993 while working at Price Waterhouse, Chartered Accountants. From 1994 to 1997, he was the
controller of two TSE (now TSX) 300 mining companies, one after the other, each of which produced in excess
of 100,000 ounces of gold annually. At the end of 1997, Mr. Brown joined Pacific Opportunity Capital Ltd.
which was set up to provide business financial support, both administratively and for transactions and
negotiations, to public and private emerging companies. Mr. Brown spends approximately 5% of his time on the
affairs of the Company. He also serves as a Director of Alianza Minerals Ltd. and Avrupa Minerals Ltd., both
mineral exploration companies listed on the TSX-V. Mr. Brown also serves as a Director, President, or Chief
Financial Officer of the following companies:
a. Director - Strategem Capital Corp., an investment issuer listed on the TSX-V.
b. Director – Azucar Minerals Ltd., an exploration company listed on the TSX-V.
c. Director - Almadex Minerals Ltd., an exploration company listed on the TSX-V.
d. Director – East West Petroleum Corp., an oil and gas company listed on the TSX-V.
e. Chief Executive Officer and Director – Mich Resources, an exploration company listed on the CSE.
f. Chief Financial Officer - Adamera Minerals Corp., an exploration company listed on the TSX-V.
g. Chief Financial Officer – Redstar Gold Corp., an exploration company listed on the TSX-V.
h. Chief Financial Officer – Orestone Mining Corp., an exploration company listed on the TSX-V.
i. Director – Mountain Boy Minerals Ltd., an exploration company listed on the TSX-V.
Mr. Brown was formerly a director of Ascent Industries Corp. (formerly Paget Minerals Ltd.), a company listed
on the Canadian Securities Exchange, until February 13, 2019. On March 1, 2019, Ascent industries Corp.
instituted proceedings under the Companies’ Creditors Arrangement Act (Canada). On April 5, 2019, Ascent sold
its Canadian Assets, repaid all liabilities, and has excess cash on hand such that it expects to be discharged from
the CCAA process.
Mr. Brown was formerly a director of Sutter Gold Mining Inc. (“SGM”) until May 21, 2019. On May 6, 2019,
SGM received a cease trade order issued by the British Columbia Securities Commission for failure to file audited
financial statements and Management’s Discussion & Analysis for the year ended December 31, 2018. SGM’s
listing on the TSX Venture Exchange remains suspended until SGM meets TSX Venture Exchange’s
requirements and upon the revocation of the cease trade order. On May 17, 2019, pursuant to an order of the
Supreme Court of British Columbia, a receiver was appointed for SGM in order to sell all the assets of SGM and
repay the lender.
William J. Worrall is a retired lawyer with over 55 years practice primarily in the areas of securities, national
and transnational corporate and commercial transactions, including mergers and acquisitions, with emphasis on
junior resource companies engaged in mining and oil and gas exploration and development. Mr. Worrall spends
less than 5% of his time on the affairs of the Company. He is also a director of Azucar Minerals Ltd. and Almadex
Minerals Ltd.
52
Elaine Ellingham is a professional geoscientist with over 35 years of experience in the mining industry, having
held senior positions in several mining companies. Ms. Ellingham serves as President of Ellingham Consulting,
an independent consulting firm providing corporate advisory services. She spent eight years with the Toronto
Stock Exchange serving in various capacities, including four years as the TSX National Leader of Mining &
International Business Development. Ms. Ellingham has also served as interim CEO and Director of Richmont
Mines Inc. and Senior Vice President, Investor Relations at IAMGOLD, in addition to other corporate
development experience with Campbell Resources and Rio Algom Limited. She is also an active director on the
Boards of Alamos Gold Inc., Blue Thunder Mining Inc. and the Prospectors and Developers Association of
Canada. Ms. Ellingham spends less than 5% of her time on the affairs of the Company.
Korm Trieu is a Chartered Professional Accountant (CPA, CA) and holds a Bachelor of Science degree from the
University of British Columbia and has spent over 20 years in corporate finance, administration and tax services,
primarily in the natural resource, financial service and real estate sectors. From 2008-2011, he served as Vice
President Finance for Sprott Resource Lending Corp. where he oversaw the Finance and Administration
departments of a natural resource lending company. Mr. Trieu spends all of his business time on the affairs of
the Company along with Azucar Minerals Ltd. and Almadex Minerals Ltd. of which he is also the Chief Financial
Officer.
Douglas McDonald holds a Bachelor of Commerce degree and an M.A. Sc. specializing in mineral economics
from the University of British Columbia and has over 20 years of experience in the resource, foreign trade and
resource policy arenas. Prior to joining Almaden, he worked with an investment dealer where he advised
numerous mineral resource companies regarding M&A opportunities and assisted them in accessing capital
markets. He also spent 5 years as a Foreign Service officer with the Canadian government, where he focused on
international trade issues, primarily concerning their impact on the resources industry. Mr. McDonald spends all
of his business time on the affairs of the Company, along with Azucar Minerals Ltd. and Almadex Minerals Ltd.
of which he is also a director and the Vice President, Corporate Development.
Laurence Morris is a mining engineer and geologist with more than 35 years of experience in the metals and
mining business. Mr. Morris has broad international experience in construction, operating and planning roles
ranging from exploration stage to large scale operating mines in a variety of commodities and countries. From
2015 to 2017, Mr. Morris was the Mine Manager for First Quantum Minerals at their US$5.5 billion Cobre
Panama project, where he was responsible for transitioning the project from a greenfields site to an operating
mine, including mine planning, mining team assembly and training, setting up operating procedures and technical
services. Prior to this Mr. Morris held several key positions including Vice President of Operations for
Minefinders Corporation Ltd. from 2010 to 2013. In that position, he oversaw all aspects of development, mining
operations, exploration activities and resource management at the Dolores mine in Mexico. Prior to joining
Minefinders in 2010, Mr. Morris worked in mine management for First Quantum Minerals Ltd. in Zambia and
Mauritania. Mr. Morris holds an Honours Bachelor of Science in Geology from the University of Sheffield. He
is a Fellow of the Institute of Materials, Minerals and Mining (IOM3), a voluntary director of the IOM3’s Minerals
Technology Division, and an active writer on mining and environmental matters. He is a registered project
manager and a member of the Association of Project Management.
John A. Thomas is a professional engineer, who holds a BSc, an MSc and a PhD in chemical engineering from
the University of Manchester in the United Kingdom. He also received a diploma in accounting and finance from
the U.K. Association of Certified Accountants. He has over 45 years of experience in the mining industry,
including both base metal and precious metal projects in several countries including Brazil, Venezuela, Costa
Rica, Russia, Kazakhstan, Canada and Zambia. His experience covers a wide range of activities in the mining
industry from process development, management of feasibility studies, engineering and management of
construction, and operation of mines. He served as VP Projects for Atlantic Gold for six years during which time
he acted as a Qualified Person under NI 43-101 for the construction of the Moose River Consolidated Mine.
There are no arrangements or understandings with any two or more directors or executive officers pursuant to
which any such person was selected as a director or executive officer. Duane Poliquin, Chairman of the Board
and Director, is the father of Morgan Poliquin, President, Chief Executive Officer and Director.
During Fiscal 2019, the Chairman was remunerated at his base salary of $240,000 per annum, of which he has
agreed to defer payment of $64,000, and the Chief Executive Officer was remunerated at his base salary of
$335,000 per annum. The Chief Executive Officer’s employment contract included terms for two additional
successive terms of 24 months each (the “Extended Term”) ending January 29, 2019. Effective December 31,
53
2015, the Hawk Mountain Resources Ltd. contract was terminated by mutual consent with the Company and the
Chairman entered into a new employment contract directly with the Company. The new employment contract
includes a base salary of $240,000 per annum and has an effective date of January 1, 2016. It has an initial two-
year term and is renewable for two additional successive terms of 24 months each (the “Extended Term”) ending
December 31, 2021. On January 1, 2019, both the Chief Executive Officer’s and Chairman’s employment
contracts were amended to remove the Extended Term thereby making their terms indefinite.
During Fiscal 2019, the Chief Financial Officer (“CFO”) and the Vice President, Corporate Development
(“VPCD”) were remunerated at their base salary of $225,000 CAD and $212,000 CAD, respectively. Each of
the CFO’s and VPCD’s employment agreements have indefinite terms. The Vice President, Operations &
Projects and Vice President, Project Development were compensated at an annual fee of $178,330 USD and
monthly fees of $10,000 CAD, respectively.
Under Administrative Services Agreements between the Company and each of Azucar Minerals Ltd. and
Almadex Minerals Ltd., the Company provides management services to Azucar and Almadex. Azucar
compensates the Company 40% (2018 – 30%) of any shared personnel remuneration and office overhead
expenses, while Almadex compensates the Company 20% (2018 – 20%) of any shared personnel remuneration
and office overhead expenses. Therefore, Almaden currently recovers 60% (2018 – 50%) of the contractual
compensation amounts for the Chairman, Chief Executive Officer, Chief Financial Officer and Vice President,
Corporate Development.
All non-management Directors are to be compensated $12,000 yearly and the Chairs of the Audit Committee and
Compensation, Nominating and Corporate Governance Committee are to be compensated $5,000 yearly, effective
January 1, 2017. The Compensation Committee also recommended that, with respect to Director stock options,
up to 400,000 options be granted to each non-management Director. Directors are entitled to reimbursement for
reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the
Board of Directors. The Board of Directors may award special remuneration to any director undertaking any
special services on behalf of the Company other than services ordinarily required of a director. Other than as
indicated in Table No. 7 below, no director received any compensation for their services as a director, including
committee participation and/or special assignments, or will receive compensation on termination.
Total compensation paid by the Company directly and/or indirectly to all directors and executive officers during
Fiscal 2019 was $751,291 (Fiscal 2018 - $1,022,079) after recovery by the Company of 60% (2018 - 50%) of
executive officer compensation pursuant to the terms of the Administrative Services Agreements between the
Company and each of Azucar and Almadex.
54
Table No. 7
Summary Compensation Table
Annual Compensation
Long-Term Compensation
Awards
Salary
Bonus
Other Annual
Compensation
Restricted
Stock
Awards
Fiscal
Year
2019(1)(2)
2018(1)(2)
2017(1)
2019(1)(2)
2018(1)(2)
2017(1)
2019
2018
2017
2019
2018
2017
2019
2018
2017
2019
2018
2017
2019
2018
2017
2019
2018
2019(1)(2)
2018(1)(2)
2017(1)
2019(1)(2)
2018(1)(2)
2017(1)
2019
2018
Name and
Principle Position
Duane Poliquin
Chairman of the Board &
Director
Morgan Poliquin
President, Chief Executive
Officer & Director
Jack McCleary
Director
Gerald G. Carlson
Director
Mark T. Brown
Director
William J. Worrall
Director
David Strang(6)
Former Director
Elaine Ellingham(7)
Director
Korm Trieu
Chief Financial Officer
Douglas McDonald
Vice President, Corporate
Development
Laurence Morris(8)
Vice President, Operations
& Projects
John A. Thomas (9)
Vice President, Project
Development
(1)
$96,000(10)
$138,194
$168,000
$134,000
$192,895
$213,500
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
N/A
Nil
Nil
Nil
Nil
$90,000
$129,556
$142,450
$84,800
$122,071
$134,750
$236,491
$246,488
Nil
Nil
Nil
Nil
$66,250
$85,400
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
N/A
Nil
Nil
Nil
Nil
Nil
$27,750
$35,613
Nil
$28,875
$33,688
Nil
Nil
Options/
SARS
Granted
(#)
565,000
650,000
715,000
1,065,000
1,000,000
1,365,000
232,000
218,000
332,000
240,000
172,000
290,000
282,000
68,000
457,000
115,000
285,000
215,000
N/A
Nil
100,000
Nil
400,000
240,000
255,000
290,000
175,000
200,000
275,000
Nil
300,000
LTIP
Payouts
All Other
Compensation
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
N/A
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
$17,0000(3)(5)
$17,0000(3)(5)
$17,0000(3)(5)
$12,000(3)
$12,000(3)
$12,000(3)
$17,000(3)(4)
$17,000(3)(4)
$17,000(3)(4)
$12,000(3)
$12,000(3)
$12,000(3)
N/A
$12,000(3)
$12,000(3)
$12,000(3)
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
300,000
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
N/A
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
N/A
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
2019
$40,000
Nil
Azucar has compensated the Company, from August 1, 2015 to December 31, 2018, 30% and, during Fiscal 2019, 40% of any shared
personnel fees and/or wages. The above table reflects only the compensation for each individual paid by Almaden after recovery of
such 30% or 40% from Azucar.
Effective May 18, 2018, Almadex has compensated the Company 20% of any shared personnel’s fees and/or wages. The above table
reflects only the compensation for each individual paid by Almaden after recovery of such 20% from Almadex.
Director’s fees.
Audit Committee Chairman’s fees.
Compensation Committee Chairman’s fees.
David Strang commenced as a Director of the Company effective August 8, 2016 and resigned effective June 27, 2018.
Elaine Ellingham commenced as a Director of the Company effective February 27, 2018.
Laurence Morris commenced as Vice President, Operations & Projects effective April 30, 2018 and pursuant to his Independent
Contractor Agreement dated January 15, 2018 is compensated at an annual fee of $178,330 USD during 2019 and $187,497 USD
during 2018.
John A. Thomas commenced as Vice President, Project Development effective September 9, 2019 and pursuant to his Independent
Contractor Agreement dated July 1, 2019 is compensated at a rate of $10,000 per month.
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10) Duane Poliquin has agreed to defer payment to him of $64,000 of this amount.
55
Remuneration on Termination
The Company has the following termination clauses within its executive employment contracts.
(1) Chairman
The Company entered into a new Executive Employment Contract dated January 1, 2016, as amended by
Amending Agreement dated April 1, 2016 and Second Amending Agreement made January 1, 2019 (the “DP
Agreement”) between the Company and Duane Poliquin (the “Executive” under the DP Agreement) which
replaces an expired Executive Compensation Contract dated January 29, 2013 (the “HMR Agreement”) between
the Company and Hawk Mountain Resources Ltd. (“Management Company”), a private company of which Duane
Poliquin (the “Executive” under the HMR Agreement) is a shareholder, which was terminated by mutual
agreement on December 31, 2015. The DP Agreement will terminate or may be terminated for any one of the
following reasons:
(a)
Voluntarily by the Executive, upon at least three (3) months prior written notice of termination by the
Executive to the Company; or
(b) without Cause, upon at least three (3) months prior written notice of termination by the Company to the
Executive; or
by the Company for Cause; or
upon the death or disability of the Executive; or
upon retirement by the Executive.
(c)
(d)
(e)
Termination by the Executive Voluntarily or by the Company for Cause
If the Executive shall voluntarily terminate employment under the DP Agreement or if the employment of the
Executive thereunder is terminated by the Company for Cause, then all compensation and benefits as theretofore
provided shall terminate immediately upon the effective date of termination and no special severance
compensation will be paid.
Cause to terminate the Executive’s employment under the DP Agreement shall mean:
(a)
(b)
(c)
(d)
the repeated and demonstrated failure by the Executive to perform the Executive’s material duties under
the DP Agreement, after demand for substantial performance is delivered by the Company to the
Executive that specifically identifies the manner in which the Company believes the Executive has not
substantially performed by the Executive under the DP Agreement; or
the willful engagement by the Executive in misconduct which is materially injurious to the Company,
monetarily or otherwise; or
any other willful violation by the Executive of the provisions of the DP Agreement; or
the Executive is convicted of a criminal offence involving fraud or dishonesty.
Termination by the Company Without Cause
If the Company shall terminate the Executive’s employment under the DP Agreement for any reason except for
Cause or Disability then, upon the effective date of termination, the Company shall pay the Executive in one lump
sum an amount equal to two (2) times the Executive’s then current Base Salary, less all statutory withholdings
and deductions. All the benefits theretofore provided to the Executive shall be continued as if the Executive was
still an employee of the Company for a period of twelve (12) months from the date of termination or until equal
or better benefits are provided by a new employer, whichever shall first occur.
Termination by Death or Disability
If the Executive dies or becomes disabled before the Executive’s employment is otherwise terminated, the
Company shall pay the Executive or the Executive’s estate, an amount of compensation equal to six (6) months
of the Executive’s then current Base Salary and all the benefits theretofore provided to the Executive shall be
continued, for a period of six (6) months from the date of Death or Disability as if the Executive were still an
employee of the Company. If such termination is due to the Executive’s Death, payment shall be made in one
56
lump sum to the Executive’s Designate within 60 days of the Executive’s death. If no Executive’s Designate
survives the Executive, the entire amount shall be paid to the Executive’s estate. If such termination is due to the
Executive’s Disability, payment shall be made in one lump sum to the Executive within sixty (60) days of the
Executive’s Disability. The compensation provided under this paragraph shall be in addition to that payable from
any insurance coverage providing compensation upon Death or Disability.
Termination Following Change in Control
For purposes of the DP Agreement, a Change in Control shall be deemed to have occurred if:
(i)
(ii)
(iii)
(iv)
any person or any person and such person’s associates or affiliates, as such terms are defined in the
Securities Act (British Columbia) (the “Act”), makes a tender, take-over or exchange offer, circulates
a proxy to shareholders or takes other steps to effect a takeover of the control of the Company, whether
by way of a reverse take-over, formal bid, causing the election or appointment of a majority of directors
of the Company or otherwise in any manner whatsoever; or
during any period of eighteen (18) consecutive months (not including any period prior to the Effective
Date), individuals who at the beginning of such period constituted the Board of Directors and any new
directors, whose appointment by the Board of Directors or nomination for election by the Company’s
shareholders was approved by a vote of at least three quarters (3/4) of the Board of Directors then still
in office who either were directors at the beginning of the period or whose appointment or nomination
for election was previously so approved, cease for any reason to constitute a majority of the Board of
Directors; or
the acquisition by any person or by any person and such person’s affiliates or associates, as such terms
are defined in the Act, and whether directly or indirectly, of common shares of the Company at the
time held by such person and such person’s affiliates and associates, totals for the first time, twenty
percent (20%) or more of the outstanding common shares of the Company; or
the business or businesses of the Company for which the Executive’s services are principally
performed, are disposed of by the Company pursuant to a partial or complete liquidation, dissolution,
consolidation or merger of the Company, or a sale or transfer of all or a significant portion of the
Company’s assets.
Notwithstanding any other provisions in the DP Agreement regarding termination, if any of the events described
above constituting a Change in Control shall have occurred during the Term, upon the termination of the
Executive’s employment (unless such termination is because of the Executive’s Death or Disability, by the
Company for Cause or by the Executive other than for “Good Reason”, as defined below) the Executive shall be
entitled to and will receive no later than the fifteenth (15th) day following the date of termination a lump sum
payment equal to three (3) times the Executive’s then current Base Salary. In addition, all benefits then applicable
to the Executive shall be continued for a period of eighteen (18) months after the date of termination.
For purposes of the DP Agreement, “Good Reason” shall mean, without the Executive’s express written consent,
any of the following:
(i)
(ii)
the assignment to the Executive of any duties inconsistent with the status or authority of the
Executive’s office, or the Executive’s removal from such position, or a substantial alteration in the
nature or status of the Executive’s authorities or responsibilities from those in effect immediately
prior to the Change in Control;
a reduction by the Company of the Executive’s Base Salary as in effect on the date of the DP
Agreement or as the same may have been increased from time to time, or a failure by the Company
to increase the Executive’s Base Salary as provided for in the DP Agreement or at a rate
commensurate with that of other key executives of the Company;
(iii)
the relocation of the office of the Company where the Executive is employed at the time of the Change
in Control (the “CIC Location”) to a location more than fifty (50) miles away from the CIC Location,
57
or the Company’s requiring the Executive to be based more than fifty (50) miles away from the CIC
Location (except for requiring travel on the Company’s business to an extent substantially consistent
with the Executive’s business travel obligations prior to the Change in Control);
(iv)
(v)
the failure by the Company to continue to provide the Executive with benefits at least as favourable
as those enjoyed by the Executive prior to the Change in Control, the taking of any action by the
Company which would directly or indirectly materially reduce any of such benefits or deprive the
Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in
Control, or the failure by the Company to provide the Executive with the number of entitled vacation
days to which the Executive has earned on the basis of years of services with the Company; or
the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree
to perform the DP Agreement or, if the business of the Company for which the Executive’s services
are principally performed is sold or transferred, the purchaser or transferee of such business shall fail
to agree to provide the Executive with the same or a comparable position, duties, remuneration and
benefits for the Executive as provided immediately prior to the Change in Control.
Following a Change in Control during the Term, the Executive shall be entitled to terminate the Executive’s
employment for Good Reason.
In the event the Executive is entitled to a severance payment under the DP Agreement, then in addition to such
severance payment, the Executive shall be entitled to employment search assistance to secure other comparable
employment for the Executive for a period not to exceed one (1) year or until such comparable employment is
found, whichever is the sooner, with fees for such assistance to be paid by the Company.
The Executive’s right to receive the aforementioned payment and benefits is expressly contingent upon the
signing of a waiver and release satisfactory to the Company which releases the Company and its affiliates from
all claims and liabilities arising out of the Executive’s employment and termination thereof and including
confidentiality provisions, which waiver and release is satisfactory to the Company with respect to form,
substance and timeliness.
(2)
President & CEO
The Executive Employment Contract dated January 29, 2013, as amended by Amending Agreement dated April
1, 2016 and Second Amending Agreement made January 1, 2019 (the “MP Agreement”) between the Company
and Morgan Poliquin (the “Executive” under the MP Agreement) will terminate or may be terminated for any one
of the following reasons:
(a) voluntarily by the Executive, upon at least three (3) months prior written notice of termination by the
Executive to the Company; or
(b) without Cause, upon at least three (3) months prior written notice of termination by the Company to the
Executive; or
(c) by the Company for Cause; or
(d) upon the death or disability of the Executive; or
(e) upon retirement by the Executive.
Termination by the Executive Voluntarily or by the Company for Cause
If the Executive shall voluntarily terminate employment under the MP Agreement or if the employment of the
Executive is terminated by the Company for Cause, then all compensation and benefits as theretofore provided
shall terminate immediately upon the effective date of termination and no special severance compensation will
be paid.
Cause to terminate the Executive’s employment shall mean:
(a) the repeated and demonstrated failure by the Executive to perform the Executive’s material duties under the
MP Agreement, after demand for substantial performance is delivered by the Company to the Executive that
58
specifically identifies the manner in which the Company believes the Executive has not substantially
performed the Executive’s duties under the MP Agreement; or
(b) the willful engagement by the Executive in misconduct which is materially injurious to the Company,
monetarily or otherwise; or
(c) any other willful violation by the Executive of the provisions of the MP Agreement; or
(d) the Executive is convicted of a criminal offence involving fraud or dishonesty.
Termination by the Company Without Cause
If the Company shall terminate the Executive’s employment under the MP Agreement for any reason except for
Cause then, upon the effective date of termination, the Company shall pay the Executive in one lump sum an
amount equal to two (2) times the Executive’s then current Base Salary, less all statutory withholdings and
deductions. All the benefits theretofore provided to the Executive shall be continued as if the Executive was still
an employee of the Company for a period of twelve (12) months from the date of termination or until equal or
better benefits are provided by a new employer, whichever shall first occur.
Termination by Death or Disability
If the Executive dies or becomes disabled before the Executive’s employment is otherwise terminated, the
Company shall pay the Executive or the Executive’s estate, an amount of compensation equal to six (6) months
of the Executive’s then current Base Salary and all the benefits theretofore provided to the Executive shall be
continued, for a period of six (6) months from the date of Death or Disability as if the Executive were still an
employee of the Company. If such termination is due to the Executive’s Death, payment shall be made in one
lump sum to the Executive’s Designate within sixty (60) days of the Executive’s death. If no Executive’s
Designate survives the Executive, the entire amount shall be paid to the Executive’s estate. If such termination
is due to the Executive’s Disability, payment shall be made in one lump sum to the Executive within sixty (60)
days of the Executive’s Disability. The compensation provided under this paragraph shall be in addition to that
payable from any insurance coverage providing compensation upon Death or Disability.
Termination Following Change in Control
For purposes of the MP Agreement, a Change in Control shall be deemed to have occurred if:
(i)
any person or any person and such person’s associates or affiliates, as such terms are defined in the
Securities Act (British Columbia) (the “Act”), makes a tender, take-over or exchange offer, circulates
a proxy to shareholders or takes other steps to effect a takeover of the control of the Company, whether
by way of a reverse take-over, formal bid, causing the election or appointment of a majority of directors
of the Company or otherwise in any manner whatsoever; or
(ii) during any period of eighteen (18) consecutive months (not including any period prior to the Effective
Date), individuals who at the beginning of such period constituted the Board of Directors and any new
directors, whose appointment by the Board of Directors or nomination for election by the Company’s
shareholders was approved by a vote of at least three quarters (3/4) of the Board of Directors then still
in office who either were directors at the beginning of the period or whose appointment or nomination
for election was previously so approved, cease for any reason to constitute a majority of the Board of
Directors; or
(iii) the acquisition by any person or by any person and such person’s affiliates or associates, as such terms
are defined in the Act, and whether directly or indirectly, of common shares of the Company at the
time held by such person and such person’s affiliates and associates, totals for the first time, twenty
percent (20%) or more of the outstanding common shares of the Company; or
(iv) the business or businesses of the Company for which the Executive’s services are principally
performed, are disposed of by the Company pursuant to a partial or complete liquidation, dissolution,
consolidation or merger of the Company, or a sale or transfer of all or a significant portion of the
Company’s assets.
59
Notwithstanding any other provisions in the MP Agreement regarding termination, if any of the events described
above constituting a Change in Control shall have occurred during the Term, upon the termination of the
Executive’s employment (unless such termination is because of the Executive’s Death or Disability, by the
Company for Cause or by the Executive other than for “Good Reason”, as defined below) the Executive shall be
entitled to and will receive no later than the fifteenth (15th) day following the date of termination a lump sum
severance payment equal to three (3) times the Executive’s then current Base Salary. In addition, all benefits then
applicable to the Executive shall be continued for a period of eighteen (18) months after the date of termination.
For purposes of the MP Agreement, “Good Reason” shall mean, without the Executive’s express written consent,
any of the following:
(i)
the assignment to the Executive of any duties inconsistent with the status or authority of the Executive’s
office, or the Executive’s removal from such position, or a substantial alteration in the nature or status
of the Executive’s authorities or responsibilities from those in effect immediately prior to the Change
in Control;
(ii) a reduction by the Company in the Executive’s Base Salary as in effect on the date of the MP
Agreement or as the same may have been increased from time to time, or a failure by the Company to
increase the Executive’s Base Salary as provided for in the MP Agreement or at a rate commensurate
with that of other key executives of the Company;
(iii) the relocation of the office of the Company where the Executive is employed at the time of the Change
in Control (the “CIC Location”) to a location more than fifty (50) miles away from the CIC Location,
or the Company’s requiring the Executive to be based more than fifty (50) miles away from the CIC
Location (except for requiring travel on the Company’s business to an extent substantially consistent
with the Executive’s business travel obligations prior to the Change in Control);
(iv) the failure by the Company to continue to provide the Executive with benefits at least as favourable as
those enjoyed by the Executive prior to the Change in Control, the taking of any action by the Company
which would directly or indirectly materially reduce any of such benefits or deprive the Executive of
any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure
by the Company to provide the Executive with the number of entitled vacation days to which the
Executive has earned on the basis of years of service with the Company; or
(v)
the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree
to perform the MP Agreement or, if the business of the Company for which the Executive’s services
are principally performed is sold or transferred, the purchaser or transferee of such business shall fail
to agree to provide the Executive with the same or a comparable position, duties, salary and benefits
as provided to the Executive by the Company immediately prior to the Change in Control.
Following a Change in Control during the Term, the Executive shall be entitled to terminate the Executive’s
employment for Good Reason.
In the event the Executive is entitled to a severance payment under the MP Agreement, then in addition to such
severance payment, the Executive shall be entitled to employment search assistance to secure other comparable
employment for a period not to exceed one (1) year or until such comparable employment is found, whichever is
the sooner, with fees for such assistance to be paid by the Company.
The Executive’s right to receive the aforementioned payment and benefits is expressly contingent upon the
signing of a waiver and release satisfactory to the Company which releases the Company and its affiliates from
all claims and liabilities arising out of the Executive’s employment and termination thereof and including
confidentiality provisions, which waiver and release is satisfactory to the Company with respect to form,
substance and timeliness.
(3) CFO
The Employment Agreement dated May 24, 2011 as amended April 1, 2016 (the “KT Agreement”) between the
60
Company and Korm Trieu (the “Employee” under the KT Agreement) may be terminated for any one of the
following reasons:
(a) voluntarily by the Employee, upon at least sixty (60) days prior written notice of termination by the
Employee to the Company; or
(b) by the Company for cause; or
(c) without cause, upon payment of twelve (12) months of the Employee’s then current Base Salary to the
Employee; or
(d) upon the physical and/or mental impairment of the Employee.
Termination by the Employee Voluntarily or by the Company for Cause
If the Employee shall voluntarily terminate employment under the KT Agreement or if the employment of the
Employee is terminated by the Company for cause, then all compensation and benefits as theretofore provided
shall terminate immediately upon the effective date of termination and no special severance compensation will
be paid.
Cause to terminate the Employee’s employment shall mean:
(a)
(b)
the repeated and demonstrated failure by the Executive to perform the Employee’s material duties under the
KT Agreement, after demand for substantial performance is delivered by the Company to the Employee that
specifically identifies the manner in which the Company believes the Employee has not substantially
performed the Employee’s duties under the KT Agreement; or
the willful engagement by the Employee in misconduct which is materially injurious to the Company,
monetarily or otherwise; or
(c) any other willful violation by the Employee of the provisions of the KT Agreement; or
(d) the Employee is convicted of a criminal offence involving fraud or dishonesty.
Termination by the Company Without Cause
If the Company elects to terminate the Employee’s employment for reasons other than cause, the Company shall
pay the Employee, in one lump sum or in installments at the Company’s discretion, a severance payment equal
to twelve (12) months of the Employee’s then current Based Salary.
Termination upon the physical and/or mental impairment of the Employee
If the Company terminates the Employee’s employment for physical and/or mental impairment, the Company’s
financial obligation to the Employee is limited to that which the Employee would otherwise receive if the
Company terminated the Employee’s employment for no reason.
Termination Following Change in Control
For purposes of the KT Agreement, a change in control shall be deemed to have occurred if:
(i) any person or any person and such person’s associates or affiliates, as such terms are defined in the
Securities Act (British Columbia) (the “Act”), makes a tender, take-over or exchange offer, circulates a
proxy to shareholders or takes other steps to effect a takeover of the control of the Company, whether
by way of a reverse take-over, formal bid, causing the election or appointment of a majority of directors
of the Company or otherwise in any manner whatsoever; or
(ii) during any period of eighteen (18) consecutive months (not including any period prior to the Effective
Date), individuals who at the beginning of such period constituted the Board of Directors and any new
directors, whose appointment by the Board of Directors or nomination for election by the Company’s
shareholders was approved by a vote of at least three quarters (3/4) of the Board of Directors then still
in office who either were directors at the beginning of the period or whose appointment or nomination
61
for election was previously so approved, cease for any reason to constitute a majority of the Board of
Directors; or
(iii) the acquisition by any person or by any person and such person’s affiliates or associates, as such terms
are defined in the Act, and whether directly or indirectly, of common shares of the Company at the
time held by such person and such person’s affiliates and associates, totals for the first time, twenty
percent (20%) or more of the outstanding common shares of the Company; or
(iv) the business or businesses of the Company for which the Employee’s services are principally
performed, are disposed of by the Company pursuant to a partial or complete liquidation, dissolution,
consolidation or merger of the Company, or a sale or transfer of all or a significant portion of the
Company’s assets.
Notwithstanding any other provisions in the KT Agreement regarding termination, if any of the events described
above constituting a Change in Control shall have occurred during the course of the KT Agreement, upon the
termination of the Employee’s employment (unless such termination is because of the Employee’s Death or
Disability, by the Company for cause or by the Employee other than for “Good Reason”, as defined below) the
Employee shall be entitled to and will receive no later than the fifteenth (15th) day following the date of
termination a lump sum severance payment equal to two (2) times the Employee’s then current Base Salary.
For purposes of the KT Agreement, “Good Reason” shall mean, without the Employee’s express written consent,
any of the following:
(i)
the assignment to the Employee of any duties inconsistent with the status or authority of the Employee’s
office, or the Employee’s removal from such position, or a substantial alteration in the nature or status
of the Employee’s authorities or responsibilities from those in effect immediately prior to the Change
in Control;
(ii) a reduction by the Company in the Employee’s Base Salary as in effect on the date of the KT Agreement
or as the same may have been increased from time to time, or a failure by the Company to increase the
Employee’s Base Salary as provided for in the KT Agreement or at a rate commensurate with that of
other key employees of the Company;
(iii) the relocation of the office of the Company where the Employee is employed at the time of the Change
in Control (the “CIC Location”) to a location more than fifty (50) miles away from the CIC Location,
or the Company’s requiring the Employee to be based more than fifty (50) miles away from the CIC
Location (except for requiring travel on the Company’s business to an extent substantially consistent
with the Employee’s business travel obligations prior to the Change in Control);
(iv) the failure by the Company to continue to provide the Employee with benefits at least as favourable as
those enjoyed by the Employee prior to the Change in Control, the taking of any action by the Company
which would directly or indirectly materially reduce any of such benefits or deprive the Employee of
any material fringe benefit enjoyed by the Employee at the time of the Change in Control, or the failure
by the Company to provide the Employee with the number of entitled vacation days to which the
Employee has earned on the basis of years of service with the Company; or
(v) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree
to perform the KT Agreement or, if the business of the Company for which the Employee’s services
are principally performed is sold or transferred, the purchaser or transferee of such business shall fail
to agree to provide the Employee with the same or a comparable position, duties, salary and benefits as
provided to the Employee by the Company immediately prior to the Change in Control.
Following a Change in Control during the course of the KT Agreement, the Employee shall be entitled to
terminate the Employee’s employment for Good Reason.
The Employee’s right to receive the aforementioned payment and benefits is expressly contingent upon the
signing of a waiver and release satisfactory to the Company which releases the Company and its affiliates from
62
all claims and liabilities arising out of the Employee’s employment and termination thereof and including
confidentiality provisions, which waiver and release is satisfactory to the Company with respect to form,
substance and timeliness.
(4) Vice President, Corporate Development
The Employment Agreement dated September 22, 2014 as amended April 1, 2016 (the “DM Agreement”)
between the Company and Douglas McDonald (the “Employee” under the DM Agreement) may be terminated
for any one of the following reasons:
(a) voluntarily by the Employee, upon at least sixty (60) days prior written notice of termination by the
Employee to the Company; or
(b) by the Company for cause; or
(c) without cause, upon payment of twelve (12) months of the Employee’s then current Base Salary to the
Employee; or
(d) upon the physical and/or mental impairment of the Employee.
Termination by the Employee Voluntarily or by the Company for Cause
If the Employee shall voluntarily terminate employment under the DM Agreement or if the employment of the
Employee is terminated by the Company for cause, then all compensation and benefits as theretofore provided
shall terminate immediately upon the effective date of termination and no special severance compensation will
be paid.
Cause to terminate the Employee’s employment shall mean:
(a)
(b)
the repeated and demonstrated failure by the Employee to perform the Employee’s material duties under the
DM Agreement, after demand for substantial performance is delivered by the Company to the Employee
that specifically identifies the manner in which the Company believes the Employee has not substantially
performed the Employee’s duties under the DM Agreement; or
the willful engagement by the Employee in misconduct which is materially injurious to the Company,
monetarily or otherwise; or
(c) any other willful violation by the Employee of the provisions of the DM Agreement; or
(d) the Employee is convicted of a criminal offence involving fraud or dishonesty.
Termination by the Company Without Cause
If the Company elects to terminate the Employee’s employment for reasons other than cause, the Company shall
pay the Employee, in one lump sum or in installments at the Company’s discretion, a severance payment equal
to twelve (12) months of the Employee’s then current Base Salary.
Termination upon the physical and/or mental impairment of the Employee
If the Company terminates the Employee’s employment for physical and/or mental impairment, the Company’s
financial obligation to the Employee is limited to that which the Employee would otherwise receive if the
Company terminated the Employee’s employment for no reason.
Termination Following Change in Control
For purposes of the DM Agreement, a change in control shall be deemed to have occurred if:
(i) any person or any person and such person’s associates or affiliates, as such terms are defined in the
Securities Act (British Columbia) (the “Act”), makes a tender, take-over or exchange offer, circulates
a proxy to shareholders or takes other steps to effect a takeover of the control of the Company, whether
by way of a reverse take-over, formal bid, causing the election or appointment of a majority of directors
of the Company or otherwise in any manner whatsoever; or
63
(ii) during any period of eighteen (18) consecutive months (not including any period prior to the Effective
Date), individuals who at the beginning of such period constituted the Board of Directors and any new
directors, whose appointment by the Board of Directors or nomination for election by the Company’s
shareholders was approved by a vote of at least three quarters (3/4) of the Board of Directors then still
in office who either were directors at the beginning of the period or whose appointment or nomination
for election was previously so approved, cease for any reason to constitute a majority of the Board of
Directors; or
(iii) the acquisition by any person or by any person and such person’s affiliates or associates, as such terms
are defined in the Act, and whether directly or indirectly, of common shares of the Company at the
time held by such person and such person’s affiliates and associates, totals for the first time, twenty
percent (20%) or more of the outstanding common shares of the Company; or
(iv) the business or businesses of the Company for which the Employee’s services are principally
performed, are disposed of by the Company pursuant to a partial or complete liquidation, dissolution,
consolidation or merger of the Company, or a sale or transfer of all or a significant portion of the
Company’s assets.
Notwithstanding any other provisions in the DM Agreement regarding termination, if any of the events described
above constituting a Change in Control shall have occurred during the course of the DM Agreement, upon the
termination of the Employee’s employment (unless such termination is because of the Employee’s Death or
Disability, by the Company for cause or by the Employee other than for “Good Reason”, as defined below) the
Employee shall be entitled to and will receive no later than the fifteenth (15th) day following the date of
termination a lump sum severance payment equal to two (2) times the Employee’s then current Base Salary.
For purposes of the DM Agreement, “Good Reason” shall mean, without the Employee’s express written consent,
any of the following:
(i)
the assignment to the Employee of any duties inconsistent with the status or authority of the
Employee’s office, or the Employee’s removal from such position, or a substantial alteration in the
nature or status of the Employee’s authorities or responsibilities from those in effect immediately prior
to the Change in Control;
(ii) a reduction by the Company in the Employee’s Base Salary as in effect on the date of the DM
Agreement or as the same may have been increased from time to time, or a failure by the Company to
increase the Employee’s Base Salary as provided for in the DM Agreement or at a rate commensurate
with that of other key employees of the Company;
(iii) the relocation of the office of the Company where the Employee is employed at the time of the Change
in Control (the “CIC Location”) to a location more than fifty (50) miles away from the CIC Location,
or the Company’s requiring the Employee to be based more than fifty (50) miles away from the CIC
Location (except for requiring travel on the Company’s business to an extent substantially consistent
with the Employee’s business travel obligations prior to the Change in Control);
(iv) the failure by the Company to continue to provide the Employee with benefits at least as favourable as
those enjoyed by the Employee prior to the Change in Control, the taking of any action by the Company
which would directly or indirectly materially reduce any of such benefits or deprive the Employee of
any material fringe benefit enjoyed by the Employee at the time of the Change in Control, or the failure
by the Company to provide the Employee with the number of entitled vacation days to which the
Employee has earned on the basis of years of service with the Company; or
(v)
the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree
to perform the DM Agreement or, if the business of the Company for which the Employee’s services
are principally performed is sold or transferred, the purchaser or transferee of such business shall fail
to agree to provide the Employee with the same or a comparable position, duties, salary and benefits
as provided to the Employee by the Company immediately prior to the Change in Control.
64
Following a Change in Control during the course of the DM Agreement, the Employee shall be entitled to
terminate the Employee’s employment for Good Reason.
The Employee’s right to receive the aforementioned payment and benefits is expressly contingent upon the
signing of a waiver and release satisfactory to the Company which releases the Company and its affiliates from
all claims and liabilities arising out of the Employee’s employment and termination thereof and including
confidentiality provisions, which waiver and release is satisfactory to the Company with respect to form,
substance and timeliness.
(5) Vice President, Operations & Projects
The Independent Contractor Agreement dated January 15, 2018 (the “LM Agreement”) between the Company
and Laurence Morris (the “Contractor” under the LM Agreement) may be terminated for any one of the following
reasons:
a.
b.
c.
d.
by Contractor, at any time, without cause or reason, upon 90 days written notice to the Company;
by the Company, for cause, at any time in the event of a failure by Contractor to comply with any of the
provisions of the LM Agreement, including, without limitation, a persistent failure on the part of Contractor
to follow the directions of the Board or CEO or any act of gross negligence or wilful misconduct on the part
of Contractor, where the Company has communicated such failure to Contractor and a reasonable
opportunity to cure the failure has been provided, or by the Company immediately upon the death or
incapacity of Contractor or upon Contractor no longer being qualified, under applicable corporate or
securities laws or stock exchange requirements, to be the Vice-President Operations & Projects of the
Company;
by Contractor, for cause, at any time in the event of a failure by the Company to comply with any of the
provisions of the LM Agreement, where such failure has been communicated to the Company and a
reasonable opportunity to cure the failure has been provided; or
by the Company, at any time, without cause or reason, upon 90 days written notice to Contractor;
and upon any such termination, the Board shall be at liberty to remove Contractor from any office held by
Contractor in the Company or any of its subsidiaries and to make or cause to be made whatever regulatory or
stock exchange filings are required in the circumstances.
Termination Following Change in Control
A Change of Control means the occurrence of any of the following events:
a.
b.
any Person acquiring fifty percent (50%) or more of the issued and outstanding shares of the Company; or
any Person acquiring all or substantially all of the assets of the Company, provided that for the purposes of
the applicable section of the LM Agreement, "Person" means a third party that is operating at arm's length
from Contractor. For greater certainty, "Person" shall not include any person, partnership, corporation or
other entity with which Contractor is involved directly or indirectly as principal, agent, shareholder of more
than 2% of such entity’s voting securities, officer, employee or in any other manner whatsoever.
If a Change of Control occurs and (i) thereafter the Company terminates Contractor’s engagement under the LM
Agreement otherwise than for cause or (ii) Contractor elects to terminate his engagement under the LM
Agreement by notifying the Company of such election in writing within ten (10) calendar days after the
occurrence of a Change of Control, Contractor’s engagement shall immediately terminate and the Company shall
provide Contractor with a payment equivalent to two (2x) times the Contractor’s Annual Fee, payable, at the
Company’s discretion, either in one lump sum within five (5) business days from the effective date of termination
of Contractor’s engagement under the LM Agreement or in two or more equal instalments over the three (3)
months period commencing on the effective date of termination of Contractor’s engagement under the LM
Agreement, with the first such instalment payable within five (5) business days from the effective date of
termination of Contractor’s engagement under the LM Agreement, and upon Contractor’s receipt of such lump
sum payment or the last instalment payment, the LM Agreement shall terminate.
65
(6) Vice President, Project Development
The Independent Contractor Agreement dated July 1, 2019 (the “JT Agreement”) between the Company and John
A. Thomas (the “Contractor” under the JT Agreement) may be terminated for any one of the following reasons:
a.
b.
c.
d.
by Contractor, at any time, without cause or reason, upon 30 days written notice to the Company;
by the Company, for cause, at any time in the event of a failure by Contractor to comply with any of the
provisions of the JT Agreement, including, without limitation, a persistent failure on the part of Contractor
to follow the directions of the Board or CEO or any act of gross negligence or wilful misconduct on the part
of Contractor, where the Company has communicated such failure to Contractor and a reasonable
opportunity to cure the failure has been provided, or by the Company immediately upon the death or
incapacity of Contractor or upon Contractor no longer being qualified, under applicable corporate or
securities laws or stock exchange requirements, to be the Vice-President, Project Development of the
Company;
by Contractor, for cause, at any time in the event of a failure by the Company to comply with any of the
provisions of the JT Agreement, where such failure has been communicated to the Company and a
reasonable opportunity to cure the failure has been provided; or
by the Company, at any time, without cause or reason, upon 30 days written notice to Contractor;
and upon any such termination, the Board shall be at liberty to remove Contractor from any office held by
Contractor in the Company or any of its subsidiaries and to make or cause to be made whatever regulatory or
stock exchange filings are required in the circumstances.
Stock options
Incentive stock options to purchase securities from the Company are granted to directors, executive officers,
employees and consultants of the Company on terms and conditions acceptable to the regulatory authorities in Canada,
notably the Toronto Stock Exchange, and in accordance with the requirements of the applicable Canadian securities
commissions’ requirements and regulations.
The Company has a formal written stock option plan (“Plan”) which permits the issuance of up to 10% of the
Company’s issued share capital from time to time during the term of the Plan and provides that stock options may
be granted from time to time provided that incentive stock options in favor of any consultant or person providing
investor relations services cannot exceed 2% in any 12 month period. No incentive stock option granted under
the Plan is transferable by the optionee other than by will or the laws of descent and distribution, and each incentive
stock option is exercisable during the lifetime of the optionee only by such optionee and by the optionee’s personal
representatives in the event of death for a period ending on the earlier of the expiry date of the option and twelve
months after the date of death.
The exercise price of all incentive stock options granted under the Plan is determined in accordance with Toronto
Stock Exchange guidelines and cannot be less than the Market Price on the date of the grant. Market Price is the
volume weighted average trading price of the Company’s shares on the Toronto Stock Exchange for the five trading
days immediately preceding the date of the grant. The maximum term of each incentive stock option is five years.
Options granted to consultants or persons providing Investor Relations Activities (as defined in the Plan) shall vest in
stages with no more than ¼ of such options being exercisable in any three-month period. All options granted during
Fiscal 2019, Fiscal 2018 and Fiscal 2017 vested on the date granted. Under the requirements of the Toronto Stock
Exchange, all unallocated options under the Plan must be approved by the Board of Directors, including a majority of
the unrelated directors and by the shareholders every three years after the institution of the Plan. Insiders and affiliates
of insiders entitled to receive a benefit under the Plan are not entitled to vote for such approval.
The names and titles of the directors and executive officers of the Company to whom outstanding stock options have
been granted and the number of common shares subject to such options as of March 26, 2020 are set forth in Table
No. 8, as well as the number of options granted to directors, executive officers, employees and consultants as a group.
66
Name
Duane Poliquin
Chairman of the Board & Director
Morgan Poliquin
President, Director &
Chief Executive Officer
Jack McCleary
Director
Gerald G. Carlson
Director
Mark T. Brown
Director
William J. Worrall
Director
Elaine Ellingham
Director
Korm Trieu
Chief Financial Officer
Douglas McDonald
Vice President, Corporate Development
Laurence Morris
Vice President, Operations & Projects
John A. Thomas
Vice President, Project Development
Total Directors/Officers (11 persons)
Total Employees/Consultants (12 persons)
Total Directors/Officers/Employees/Consultants
Table No. 8
Stock Options Outstanding
Number of Options Outstanding
500,000
150,000 / 50,000
100,000
100,000
300,000
165,000
500,000
700,000
200,000
300,000
250,000
500,000
315,000
375,000
100,000
68,000 / 100,000 / 50,000
232,000
50,000
100,000 / 50,000
72,000
50,000
25,000
50,000
115,000
100,000
50,000
100,000 / 18,000
25,000
25,000
117,000
115,000
250,000
5,000 / 100,000
30,000
115,000
400,000
100,000
75,000
150,000
100,000
30,000
50,000 / 75,000
115,000
250,000
20,000
100,000
180,000
75,000
100,000
250,000
300,000
50,000
100,000
150,000
9,287,000
1,850,000
11,137,000
Exercise Price CDN$
0.98
1.25 / 0.79
0.86
0.69
0.80
0.90
1.53
0.98
1.25
0.86
0.84
0.80
0.90
0.47
0.98
0.83 / 1.25 / 0.79
0.69
0.98
1.25 / 0.79
0.86
0.84
0.69
0.80
0.90
1.14
0.98
1.25 / 0.83
0.84
0.69
0.80
0.90
0.98
0.83 / 1.25
0.86
0.90
1.08
0.47
1.03
0.98
1.25
0.86
0.84 / 0.80
0.90
0.47
0.98
1.25
0.86
0.69
0.90
0.47
1.11
0.84
0.69
1.01
Expiry Date
06/08/2020
09/30/2020
12/13/2020
05/06/2021
07/07/2021
09/16/2021
04/30/2020
06/08/2020
09/30/2020
12/13/2020
02/07/2021
07/07/2021
09/16/2021
03/04/2022
06/08/2020
09/30/2020
05/06/2021
06/08/2020
09/30/2020
12/13/2020
02/07/2021
05/06/2021
07/07/2021
09/16/2021
04/30/2020
06/08/2020
09/30/2020
02/07/2021
05/06/2021
07/07/2021
09/16/2021
06/08/2020
09/30/2020
12/13/2020
09/16/2021
03/29/2021
03/04/2022
04/10/2020
06/08/2020
09/30/2020
12/13/2020
02/07/2021
09/16/2021
03/04/2022
06/08/2020
09/30/2020
12/13/2020
05/06/2021
09/16/2021
03/04/2022
02/07/2021
02/07/2021
05/06/2021
08/13/2021
67
No funds were set aside or accrued by the Company during Fiscal 2019 to provide pension, retirement or similar
benefits for directors or executive officers.
General
The Toronto Stock Exchange (“TSX”) and the applicable Canadian securities law and regulation require that the
Company comply with National Instrument 58-101 (Disclosure of Corporate Governance Practices) or any
replacement of that instrument. The Company is also, under applicable Canadian securities law and regulation,
required to comply with National Policy 58-201 (Corporate Governance Guidelines). National Instrument 58-101
and National Policy 58-201 (for convenience referred to in the aggregate as the “guidelines”) deal with matters such
as the constitution and independence of corporate boards, their functions, the effectiveness and education of the board
members and other matters. The Company’s statement as to compliance with the guidelines and its approach to
corporate governance is set forth below.
Corporate Governance
The Company’s Board and management are committed to the highest standards of corporate governance. The
Company’s corporate governance practices are in accordance with the guidelines. The Company is also cognizant
of and compliant with various corporate governance requirements in Canada and is in compliance with applicable
U.S. requirements.
The Company’s prime objective in directing and managing its business and affairs is to enhance shareholder
value. The Company views effective corporate governance as a means of improving corporate performance and
accordingly of benefit to the Company and all shareholders.
The Company also believes that director and management honesty and integrity are essential factors in ensuring
good and effective corporate governance. To that end the Company’s directors have adopted various codes and
policies for the Company, its directors, officers, employees and consultants. The codes and policies adopted to
date are as follows: Audit Committee Charter, Nominating and Corporate Governance Committee-
Responsibilities and Duties, Compensation Committee-Responsibilities and Duties, Code of Business Ethics,
Code of Business Conduct and Ethics for Directors, Communications Policy, Securities Trading Policy,
Whistleblowers Policy and Privacy Policy (the “Codes”). The Codes may be viewed on the Company’s website
at www.almadenminerals.com. The Codes may also be viewed as filed on EDGAR as an exhibit to the 2005 20-
F Annual Report filed with the Commission on March 30, 2006. Any amendments to the Codes or waivers of the
provision of any Codes will be posted on the Company’s website within 5 business days of such amendment or
waiver.
Executive Officer Position Descriptions
Chairman of the Board (‘Chairman’)
Responsibilities:
- Leads the Board of Directors of the Company and also takes a hands-on role in the Company’s day-to-
day management.
- Helps the CEO to oversee all the operational aspects involved in running the Company, including project
selection and planning.
- Takes overall responsibility for the Company’s direction and growth, seeking to generate significant
financial gains for the shareholders.
- Oversees relationships with the communities and stakeholders in the areas where the Company operates,
with the intent of ensuring the Company’s activities are of benefit to all.
Chief Executive Officer (‘CEO’)
Reports to:
The Board of Directors of the Company (the “Board”)
68
Function:
Provides overall leadership and vision in developing, in concert with the Board, the strategic direction of the
Company and in developing the tactics and business plans necessary to increase shareholder value.
Manages the overall business to ensure strategic and business plans are effectively implemented, the results are
monitored and reported to the Board and financial and operational objectives are attained.
Authorities, Duties and Responsibilities:
(a) General Functions:
1. Provides effective leadership to the management and the employees of the Company and establishes
an effective means of control and co-ordination for all operations and activities.
2. Fosters a corporate culture that promotes ethical practices, integrity and a positive work climate
enabling the Company to attract, retain and motivate a diverse group of quality employees.
3. Keeps the Board fully informed on the Company`s operational and financial affairs.
4. Develops and maintains a sound, effective organization structure and plans for capable management
succession, progressive employee training and development programs and reports to the Board on these
matters.
5. Ensures that effective communications and appropriate relationships are maintained with the
shareholders of the Company and other stakeholders.
6. Develops capital expenditure plans for approval by the Board.
7. Turns any strategic plan as may be developed by the Board into a detailed operating plan.
(b)
Strategy and Risks
1. Develops and recommends to the Board strategic plans to ensure the Company`s profitable growth and
overall success. This includes updating and making changes as required and involving the Board in
the early stages of developing strategy.
Identifies in conjunction with the other senior officers and appropriate directors of the Company the
key risks with respect to the Company and its businesses and reviews such risks and strategies for
managing them with the Board.
2.
3. Ensures that the assets of the Company are adequately safeguarded and maintained.
(c)
Exploration and Development
Responsible for managing the day to day activities and operating management of the Company and as such
shall be responsible for the design, operation and improvement of the systems that create the Company`s
exploration and development opportunities. The CEO accordingly shall have the primary responsibility:
-
To direct and oversee all operational activities of the Company including exploration, development,
mining and other such functions.
To initiate solutions to the key business challenges of the Company.
To participate in sourcing and negotiating financial arrangements for the further expansion and
development of the Company including joint ventures, mergers, acquisitions, debt and equity
financing.
Represent and speak for the Company with shareholders, potential investors and other members of the
industry.
-
-
-
(d)
Financial Reporting
Oversees the quality and timeliness of financial reporting. Reports to the Board in conjunction with the
CFO on the fairness and adequacy of the financial reporting of the Company to its shareholders.
69
Chief Financial Officer (‘CFO’)
Reports to:
The CEO of the Company
Responsibilities:
-
Developing, analyzing and reviewing financial data.
-
Reporting on financial performance.
- Monitoring expenditures and costs.
-
Assisting the CEO in preparing budgets and in the communicating to the analyst and shareholder,
community and securities regulators, the financial performance of the Company.
Fulfilling the reporting requirements of the securities regulators, stock exchanges and shareholders.
-
- Monitoring filing of tax returns and payment of taxes.
The CFO shall assist the CEO in establishing effective means of control and co-ordination of the operations and
activities of the Company and identifying, in conjunction with the CEO, the key risks with respect to the Company
and its business and reviewing with the CEO the strategies for managing such risks and ensuring that the assets
of the Company are adequately safeguarded and maintained.
The CFO, in conjunction with the CEO, shall design or supervise the design of and implement, maintain and
periodically evaluate the effectiveness of internal controls to provide reasonable assurances that the financial
statements of the Company are fairly presented in accordance with generally accepted financial standards and
principles and that disclosure controls are in place to provide reasonable assurance that material information
relating to the financial performance of the Company and any deficiencies are made known to the Audit
Committee.
Vice President, Corporate Development
Reports to:
The CEO of the Company
Responsibilities:
The Vice President, Corporate Development is responsible for:
- Developing and managing relationships with current and prospective business partners, investment bankers,
financial analysts and the media;
- Preparing and presenting comprehensive reviews and analysis of business opportunities to senior
management and to the Board;
- Managing and developing relationships with new and existing institutional investors;
- Assisting the CEO in preparing and presenting to investors, the executive team and the Board;
- Conducting technical and financial analysis to determine the impact of growth opportunities on various
metrics and to establish an execution plan as needed.
The Vice President, Corporate Development shall assist the CEO in establishing and managing relationships with
key stakeholders, identifying and analysing new growth and investment opportunities, as well as the development,
communication and implementation of corporate strategies related to executing the business plans of the
Company.
The Vice President, Corporate Development in conjunction with the CEO shall represent the Company at industry
functions to investors, both potential and existing, as well as ensure the Company is protected through due
diligence activities and provide reasonable assurance as to impact of emerging business opportunities for the
Company and interested parties through the use of technical and financial analyses.
70
Vice President, Operations & Projects
Reports to:
The CEO of the Company
Responsibilities:
The Vice President, Operations & Projects is responsible for:
- Planning and managing the operations of the Ixtaca Project;
- Developing and overseeing the implementation of all required project execution systems and procedures
including project controls, procurement of contracts, engineering construction, quality assurance and quality
control;
- Ensuring the project objectives, scope and plan are well defined and understood by the project team and
stakeholders;
- Ensuring the compliance with health, safety, environmental and community regulations and corporate
standards;
- Developing and recommending production strategies, together with capital budget and operating budget
requirements to optimize short and long-range production capabilities while minimizing exposure to
economic and environmental risk;
- Overseeing all site activities, site services, construction, pre-commissioning and commissioning;
- Assisting the CEO in preparing and presenting to investors, the executive team and the Board;
The Vice President, Operations & Projects shall assist the CEO in establishing and managing relationships with
key stakeholders. The Vice President, Operations & Projects shall also conduct technical and financial analysis
to determine the impact of growth opportunities on various metrics and to establish an execution plan as needed.
Vice President, Project Development
Reports to:
The CEO of the Company
Responsibilities:
The Vice President, Project Development is responsible for:
- Planning and managing the construction of the Ixtaca Project;
- Developing and overseeing the implementation of all required project execution systems and procedures
including project controls, procurement of contracts, engineering construction, quality assurance and quality
control;
- Ensuring the project objectives, scope and plan are well defined and understood by the project team and
stakeholders;
- Ensuring the compliance with health, safety, environmental and community regulations and corporate
standards;
- Developing and recommending production strategies, together with capital budget and operating budget
requirements to optimize short and long-range production capabilities while minimizing exposure to
economic and environmental risk;
- Overseeing all site activities, site services, construction, pre-commissioning and commissioning;
- Assisting the CEO in preparing and presenting to investors, the executive team and the Board;
The Vice President, Project Development shall assist the CEO in establishing and managing relationships with
key stakeholders. The Vice President, Operations & Projects shall also conduct technical and financial analysis
to determine the impact of growth opportunities on various metrics and to establish an execution plan as needed.
Mandate of the Board
The mandate of the Board is to supervise the management of the business and affairs of the Company and to act
with a view to the best interests of the Company. In fulfilling its mandate, the Board, among other matters, is
responsible for:
71
(a) adopting a strategic planning process and approving, on at least an annual basis, a strategic plan, taking into
(b)
account the risk and opportunities of the Company’s business;
identifying the principal risks of the Company’s business and implementing appropriate systems to manage
such risks;
(c) satisfying itself, to the extent reasonably feasible, of the integrity of the CEO and other executive officers (if
any) and ensuring that all such officers create a culture of integrity throughout the Company and developing
programs of succession planning (including appointing, training and monitoring senior management);
(d) creating the Company’s internal control and management information systems and creating appropriate
policies for matters including communications, securities trading, privacy, audit, whistleblowing and codes of
ethical conduct;
(e) managing its affairs including selecting its Chair, nomination of candidates for election to the Board,
constituting committees of the Board and determining director compensation; and
(f) engaging any necessary internal and/or external advisors.
In the Fiscal year ended December 31, 2019 there were seven (7) meetings of the Board. The frequency of meetings
as well as the nature of agenda items change, depending upon the state of the Company’s affairs and in light of
opportunities or risks which the Company is subject to. Table No. 9 indicates the number of meetings attended by
each director.
Table No. 9
Meetings Attended
Director
Duane Poliquin
Morgan Poliquin
Jack McCleary
Gerald G. Carlson
Mark T. Brown
William J. Worrall
Elaine Ellingham
Number
7
7
7
7
7
7
7
The Chairman is the chair of meetings of the Board of directors and is not an independent director. Meetings of the
independent members of the Board may be held periodically as convened by the independent Board members. In
Fiscal 2019, seven (7) meetings of the independent Board members were convened.
In carrying out its mandate, the Board and each committee of the Board, relies primarily on management and its
employees to provide it with regular detailed reports on the operations of the Company and its financial position.
Certain members of management are also on the Board and provide the Board with direct access to information
concerning their areas of responsibility. Management personnel are also regularly asked to attend Board meetings
to provide information, answer questions and receive the direction of the Board. The reports and information
provided to the Board enable them to monitor and manage the risks associated with the Company’s operations and
its compliance with legal and safety requirements, environmental issues and the financial position and liquidity of
the Company.
The Board discharges its responsibilities directly and through committees. At regularly scheduled meetings,
members of the Board and management discuss the broad range of matters and issues relevant to the Company’s
business interests and the Board is responsible for the approval of the Company’s Strategic Plan. In addition, the
Board receives reports from management on the Company’s operational and financial performance. Between
scheduled meetings, matters requiring Board authorization is effected by means of signed Consent Resolutions.
Board Assessment
The Nomination and Corporate Governance Committee reports to the Board periodically on the evaluation of the
Board’s performance and that of the individual directors. The Performance of the Chief Executive Officer is
evaluated by the Compensation Committee.
Composition of the Board
The guidelines recommend that a board of directors be constituted with a majority of individuals who qualify as
“independent” directors.
72
In deciding whether a particular director is independent, the Board examined the factual circumstances of each
director and considered them in the context of many factors, including the definitions in the guidelines and the
requirements and policies of NYSE American Company Guide Rules. The current Board is composed of seven
members. The Board has determined that a majority of directors, namely 5 directors, are independent - Jack
McCleary, Gerald Carlson, William J. Worrall, Elaine Ellingham and Mark T. Brown. Two directors – Duane
Poliquin and Morgan Poliquin – are not independent because, in addition to their being the Chairman and Chief
Executive Officer/President of the Company, respectively, they each have Executive Employment Contracts with
the Company and, therefore, they each have a material relationship with the Company. The basis for determination
of independence is under Canadian Securities Administrators’ National Instrument NI 52-110 - Audit Committees
(“NI 15-110”) and NYSE American Exchange Company Guide Rules.
The Company does not have a controlling or significant shareholder. The Board believes that the membership of
the Board fairly reflects the investment in the Company by minority shareholders.
The Board considers its size and composition to be appropriate and effective for carrying out its responsibilities.
However, the Board may consider adding an additional director if a suitable candidate can be found who may bring
additional experience or knowledge to the Board.
Board Committees
The Board currently has three committees - the Audit Committee, the Nomination and Corporate Governance
Committee and the Compensation Committee. Each member of each committee is an independent director. Each
committee is responsible for determining its own rules of procedure and may, from time to time, develop written
descriptions for the responsibilities of the chair of such committee. No written position descriptions have yet been
developed.
Mandates of each of the committees and the Codes undergo review periodically (in some cases mandated as
annually) to bring them into line with changing Canadian and U.S. securities and corporate governance
requirements and to reflect amendments that may be considered appropriate to make them more effective. Any
revisions to the mandates and Codes will be available on the Company’s website at www.almadenminerals.com.
Audit Committee
The full text of the initial Audit Committee Charter is an exhibit to the 2003 20-F Annual Report filed with the
Commission on May 11, 2004. After review, the Charter was altered to more properly define the functions of the
Audit Committee. The revised Audit Committee Charter is an exhibit to the 2005 20-F Annual Report filed with the
Commission on March 30, 2006.
The members of the Audit Committee are Messrs. Mark T. Brown, William J. Worrall and Gerald G. Carlson, all of
whom are independent (on the basis determined as set forth above) and “financially literate” within the meaning of
NI 52-110, in that each of them has the ability to read and understand a set of financial statements that present a
breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of
the issues that can reasonably be expected to be raised by the Company’s financial statements. The members of the
Audit Committee have the respective education and experience set out below that is relevant to the performance of
such member’s responsibilities as an Audit Committee member:
Mark T. Brown is a Chartered Professional Accountant (CPA, CA) and holds a Bachelor’s Degree in
Commerce from the University of British Columbia. Mr. Brown received his Chartered Accountant’s
designation in 1993 while working at Price Waterhouse, Chartered Accountants. Mr. Brown has extensive
business and financial experience, has served as a director of a number of other publicly traded companies
over the past 20 years, and currently serves as a director or Chief Financial Officer of eight other publicly
traded companies.
William J. Worrall is a retired lawyer who holds a Bachelor of Laws Degree from the University of British
Columbia. Before he retired, Mr. Worrall practiced law for over 55 years primarily in the areas of securities,
national and transnational corporate and commercial transactions, including mergers and acquisitions, with
emphasis on junior resource companies engaged in mining and oil and gas exploration and development.
Mr. Worrall is also a director of two other publicly traded companies.
73
Gerald G. Carlson holds a B.A.Sc. from the University of Toronto, a M.Sc. from Michigan Technological
University and a Ph.D. from Dartmouth College. He is President, CEO and a director of a publicly traded
company listed on the TSX-V and a director of a publicly traded company listed on the CSE. He is a past
President of AME BC (formerly the B.C. and Yukon Chamber of Mines), Director and past President of the
Society of Economic Geologists Canada Foundation, a Fellow of the Society of Economic Geologists, a
member of Engineers and Geoscientists BC, Engineers Yukon and the Canadian Institute of Mining,
Metallurgy & Petroleum.
The Audit Committee met four (4) times during Fiscal 2019.
Nominating and Corporate Governance Committee
The members of the Nominating and Corporate Governance Committee are Jack McCleary, William Worrall and
Gerald Carlson. The Nominating and Corporate Governance Committee met seven (7) time during Fiscal 2019. The
full text of the initial Corporate Governance Charter is an exhibit to the 2003 20-F Annual Report filed with the
Commission on May 11, 2004. After review, the Responsibilities and Duties of the Nominating and Corporate
Governance Committee were altered to more properly define the functions of the Nominating and Corporate
Committee. The revised Responsibilities and Duties is an exhibit to the 2005 20-F Annual Report filed with the
Commission on March 30, 2006.
Compensation Committee
The members of the Compensation Committee are Jack McCleary, William Worrall, Mark T. Brown and Gerald
Carlson. The Compensation Committee met seven (7) times during Fiscal 2019 with Jack McCleary, Mark T. Brown,
Gerald Carlson and William Worrall attending all seven (7) meetings. The Responsibilities and Duties of the
Compensation Committee is an exhibit to the 2005 20-F Annual Report filed with the Commission on March 30,
2006.
Orientation and Continuing Education
The Nomination and Corporate Governance Committee is responsible for recommending to the Board an orientation
and education program for new directors.
Director Term Limits and other Mechanisms of Board Renewal
The Company has not adopted term limits or other mechanisms for Board renewal. The Company does not consider
it is yet appropriate to force any term limits or other mechanisms of Board renewal at this time.
Policies Regarding the Representation of Women on the Board
There is currently one woman on the Company’s Board representing 14.3% of the Board. The Company plans to
adopt a written policy with respect to the identification and nomination of women directors (the “Diversity Policy”).
The Diversity Policy will require that the Board consider diversity on the Board from a number of aspects, including
but not limited to gender, age, ethnicity and cultural diversity. In addition, when assessing and identifying potential
new members to join the Board or the Company’s executive team, the Board will consider the current level of diversity
on the Board and the executive team. As the Diversity Policy has not yet been adopted, the Company is not yet able
to measure its effectiveness.
Consideration of the Representation of Women in the Director Identification and Selection Process
Pursuant to the Diversity Policy, the Board will consider and evaluate the representation of women on the Board when
identifying and nominating candidates for election and re-election to the Board. The Company will focus its search
for new directors purely based on the qualification of potential candidates, regardless of their gender.
Consideration Given to the Representation of Women in Executive Officer Appointments
Pursuant to the Diversity Policy, the Board will consider and evaluate the representation of women in the Company’s
executive officer positions when identifying and nominating candidates for appointment as executive officers. The
Company will focus its search for new executive officers purely based on the qualification of potential candidates,
regardless of their gender.
74
The Company’s Targets Regarding the Representation of Women on the Board and in Executive Officer
Positions
The Company has not established a target for the representation of women on the Board or in executive officer
positions of the Company by a specific date. The Company does not think it is appropriate to set targets because the
Company focuses its search for new directors and executive officers purely based on the qualification of potential
candidates, regardless of their gender.
Number of Women on the Board and in Executive Officer Positions
As at the date of this Form 20-F Annual Report, one of the Company’s directors (representing 14.3% of the
Company’s seven directors) is and none of the Company’s executive officers are women.
Decisions Requiring Board Approval
In addition to those matters which must by law be approved by the Board, management is also required to seek Board
approval for any major acquisition, disposition or expenditure. Management is also required to consult with the Board
before entering into any venture which is outside of the Company’s existing line of business.
Changes in officers are to be approved by the Board including changes in officers of the Company’s principal
operating subsidiaries.
In certain circumstances it may be appropriate for an individual director to engage an outside advisor at the expense
of the Company. The engagement of the outside advisor would be subject to the approval of the Nomination and
Corporate Governance Committee.
Communications and Investor Relations
The Company has adopted a Communications Policy, the purpose and aim of which is as follows:
(a) Controls the communications between the Company and its external stakeholders;
(b) Complies with its continuous and timely disclosure obligations;
(c) Avoids selective disclosure of Company information;
(d) Protects and prevents the improper use or disclosure of material information and confidential information;
(e) Educates the Company’s personnel on the appropriate use and disclosure of material information and
confidential information;
(f) Fosters and facilitates compliance with applicable laws; and
(g) Creates formal Disclosure Officers to help achieve the above objectives.
In accordance with the Communications Policy of the Company, designated Disclosure Officers receive and respond
to shareholder enquiries. Shareholder enquiries and concerns are dealt with promptly by Disclosure Officers of the
Company.
Ethical Business Conduct
The Company has adopted a Code of Business Conduct and Ethics for Directors (“Code”), a Code of Business Ethics
(“COBE”), a Securities Trading Policy and a Privacy Policy. Employees and consultants are required as a term of
employment or engagement to undertake to abide by the COBE. Directors are bound to observe the Code adopted by
the Board.
All Directors, Officers and Employees (“Individuals”) sign a Certification (“Certification”) stating they have read the
Code of Business Ethics policy (“Policy”) of the Company and have complied with such Policy in all respects. The
Certification further acknowledges that all members of the Individual’s family, all other persons who live with the
Individual and all holding companies and other related entities of the Individual and all such persons or companies
acting on behalf of or at the request of any of the foregoing also complied with such Policy. The Certification also
states that any violation of such Policy may constitute grounds for immediate suspension or dismissal.
Each director is expected and required by statute to act honestly and in good faith with a view to the best interests
of the Company and to exercise the care, diligence and skill that a reasonably prudent individual would exercise
in comparable circumstances and in accordance with the Business Corporations Act (British Columbia) and the
Company’s Articles.
75
Employees
As of December 31, 2019, the Company operated with nine people in Canada, of which six are administrative
personnel and three are exploration personnel. There are no full-time employees in the U.S. or Mexico. None of
the Company’s employees are covered by a collective bargaining agreement.
Share Ownership
Table No. 10 lists, as of March 26, 2020, directors and executive officers who beneficially own the Company's
voting securities and the amount of the Company’s voting securities owned by the directors and executive officers
as a group.
Table No. 10
Shareholdings of Directors and Executive Officers
Title of
Class
Name of Beneficial Owner
Jack McCleary
Common Duane Poliquin
Common Morgan Poliquin
Common
Common Gerald G. Carlson
Common Mark T. Brown
Common William J. Worrall
Common Korm Trieu
Common Doug McDonald
Elaine Ellingham
Common
Laurence Morris
Common
John A. Thomas
Common
Total Directors/Officers
Amounts and Nature of
Beneficial Ownership
4,018,146(1)(12)
4,867,422(2)(12)
767,711(3)
603,306(4)
575,000(5)
558,366(6)
897,144(7)
828,719(8)
537,500(9)
300,000(10)
300,000(11)
14,253,314
Percent of
Class*
3.55%
4.24%
0.68%
0.54%
0.51%
0.50%
0.80%
0.74%
0.48%
0.27%
0.27%
12.57%
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
Of these shares 1,365,000 represent currently exercisable stock options.
Of these shares 3,140,000 represent currently exercisable stock options. 83,600 of these shares are held indirectly through
Kohima Pacific Gold Corp., a company owned by Mr. Poliquin.
Of these shares 550,000 represent currently exercisable stock options. 38,500 of these shares are held indirectly by
Connemara Resource Ventures Ltd., a company owned by Mr. McCleary.
Of these shares 512,000 represent currently exercisable stock options.
Of these shares 550,000 represent currently exercisable stock options.
Of these shares 500,000 represent currently exercisable stock options.
Of these shares 845,000 represent currently exercisable stock options. 7,500 of these shares are held indirectly by Mr. Trieu’s wife.
Of these shares, 725,000 represent currently exercisable stock options. 7,500 of those shares are held indirectly by Shari
Investments, an entity controlled by Mr. McDonald.
Of these shares 500,000 represent currently exercisable stock options, 12,500 represent currently exercisable warrants.
Of these shares 300,000 represent currently exercisable stock options.
Of these shares 300,000 represent currently exercisable stock options.
Pursuant to a Voting Trust Agreement (Exhibit 3 to this 20-F Annual Report), Duane Poliquin and Morgan Poliquin (the
“Trustees”) jointly hold voting power over any of the Company’s common shares legally and beneficially owned by Mr. Ernesto
Echavarria, a resident of Mexico. On August 10, 2015, Mr. Echavarria, who is not an executive officer or director of the Company,
made a filing with the System for Electronic Disclosure by Insiders (“SEDI”), Canada’s on-line, browser-based service for the
filing and viewing of insider reports as required by various provincial securities rules and regulations, disclosing that his ownership
of Almaden common shares had fallen below the 10% threshold for such reporting. Based on such filing, Mr. Echavarria holds
less than 10% of the Company’s common shares.
*Based on 111,726,719 shares outstanding as of March 26, 2020 and stock options and warrants held by each beneficial owner.
Item 7. Major Shareholders and Related Party Transactions
The Company is a publicly owned Canadian company, the shares of which are owned by residents of the U.S.,
residents of Canada and other foreign residents. To the extent known by the directors and executive officers of
the Company, the Company is not directly or indirectly owned or controlled by another company. Table No. 11
lists, as of March 26, 2020, the only persons or companies beneficially owning more than 5% of the Company’s
voting securities.
76
Table No. 11
Shareholdings of Beneficial Owners
Title of
Class
Common
Common
Name of Beneficial Owner
Duane Poliquin
Morgan Poliquin
Amounts and Nature of
Beneficial Ownership
4,018,146(1)(3)
4,867,422(2)(3)
Percent of
Class*
3.55%
4.24%
(1)
(2)
(3)
Of these shares 1,365,000 represent currently exercisable stock options.
Of these shares 3,140,000 represent currently exercisable stock options. 83,600 of these shares are held indirectly through
Kohima Pacific Gold Corp., a company owned by Mr. Poliquin.
Pursuant to a Voting Trust Agreement (Exhibit 3 to this 20-F Annual Report), Duane Poliquin and Morgan Poliquin (the
“Trustees”) jointly hold voting power over any of the Company’s common shares legally and beneficially owned by Mr. Ernesto
Echavarria, a resident of Mexico. On August 10, 2015, Mr. Echavarria, who is not an executive officer or director of the Company,
made a filing with the System for Electronic Disclosure by Insiders (“SEDI”), Canada’s on-line, browser-based service for the
filing and viewing of insider reports as required by various provincial securities rules and regulations, disclosing that his ownership
of Almaden common shares had fallen below the 10% threshold for such reporting. Based on such filing, Mr. Echavarria hold
less than 10% of the Company’s common shares.
*Based on 111,726,719 shares outstanding as of March 26, 2020 and stock options and warrants held by each beneficial owner.
Related party transactions
Certain officers and directors of the Company are also officers or directors of companies with which the Company
has agreements and may not be considered at arm's-length to such agreements. However, any agreement or any
to be negotiated between the Company and such other companies has been or will be approved by directors of
the Company, in accordance with the common law and the provisions of the Business Corporations Act (British
Columbia).
(a) Compensation of key management personnel
Key management includes members of the Board, the Chairman, the President and Chief Executive Officer, the
Chief Financial Officer, the Vice President, Corporate Development, the Vice President, Operations and Projects,
and the Vice President, Project Development. The aggregate compensation paid or payable to key management
for services is as follows, after recovery of 40% (2018 – 30%, 2017 – 30%) of executive officer compensation
from Azucar and 20% (2018 – 20%) of executive officer compensation from Almadex:
Salaries, fees and benefits
Share-based payments
Directors’ fees
February 29,
2020
$ 31,867
-
-
$ 31,867
December 31,
2019
$ 681,291
768,020
70,000
$1,519,311
December 31,
2018
$ 952,079
1,090,540
70,000
$2,112,619
December 31,
2017
$ 813,400
2,216,170
70,000
$3,099,570
(b) Administrative Services Agreements
Effective August 1, 2015, the Company recovers a portion of expenses from Azucar pursuant to the administrative
services agreement between the Company and Azucar.
Effective May 18, 2018, the Company also recovers a portion of expenses from Almadex pursuant to the
administrative services agreement between the Company and Almadex.
During the year ended December 31, 2019, the Company received $639,320 (2018 - $542,657; 2017 - $499,798)
from Azucar for administrative services fees included in other income and received $320,093 (2018 - $243,260;
2017 - $Nil) from Almadex for administrative services fees included in other income.
77
At December 31, 2019, included in accounts receivable is $61,873 (2018 - $170,181) due from Azucar and
$34,296 (December 31, 2018 - $116,268) due from Almadex in relation to expenses recoveries.
At December 31, 2019, the Company accrued $133,498 (2018 - $37,533) payable to Almadex for drilling
equipment rental services in Mexico.
(c) Other related party transactions
During the year ended December 31, 2019, the Company employed the Chairman’s daughter for a salary of
$48,800 less statutory deductions (2018 - $48,800; 2017 - $43,800) for marketing and administrative services
provided to the Company.
Other than as disclosed above, there have been no transactions or proposed transactions, which have materially
affected or will materially affect the Company in which any director, executive officer, or beneficial holder of
more than 10% of the outstanding common stock, or any of their respective relatives, spouses, associates or
affiliates has had or will have any direct or material indirect interest. As stated above, management believes the
transactions referenced above were on terms at least as favorable to the Company as the Company could have
obtained from unaffiliated parties.
Item 8. Financial Information
The financial statements as required under Item 8 are attached hereto and found immediately following the text
of this Annual Report.
Legal Proceedings
As disclosed in the Company’s press releases dated April 15, 2019 and February 27, 2020, the Company’s
Original Concessions (see definition below) are subject to legal proceedings (the “Amparo”). On April 7, 2015,
the Ejido Tecoltemi filed the Amparo against Mexican mining authorities claiming that Mexico’s mineral title
system is unconstitutional because indigenous consultation is not required before the granting of mineral title.
Almaden’s two original mining concessions covering the Ixtaca project (the “Original Concessions”) (Figure 1)
are the subject matter of the Amparo. The Original Concessions cover Almaden’s Ixtaca project and certain
endowed lands of the Ejido (the “Ejido Lands”). The Ejido Lands overlap approximately 330 Ha of the far
southeastern corner of the Original Concessions and are not considered material to Almaden.
On April 15, 2019, the lower court in Puebla State ruled that Mexico’s mineral title system is unconstitutional.
The Original Concessions were ruled to be illegal, but the mineral rights over that land were ordered to be held
for Almaden until such time as indigenous consultation can be completed.
Under Mexican law, any decisions in the Amparo, such as the April 15, 2019 lower court ruling, are granted in a
provisional manner and only become final once the decisions are no longer subject to further appeal. The Superior
Court has accepted the appeals of each of the Mexican Congress, Senate, Secretary of Economy and mining
authorities, as well as Almaden as an interested party, against the April 15, 2019 provisional lower court decision
in the Amparo, and these appeals are in the process of being studied for resolution.
78
Figure 1: Original Concessions. Ixtaca environmental and social impact areas, and Ejido Lands
Shortly after the Amparo was filed, the lower court ordered the suspension of Almaden from conducting
exploration and exploitation work over those portions of the Original Concessions which overlap with the Ejido
Lands.
Mineral tenure over the Ejido Lands is not material to Almaden. The Ejido Lands do not overlap the Ixtaca
project or its environmental or social area of impact. Almaden has never tried to negotiate access to the Ejido
Lands, never conducted exploration work on the Ejido Lands, and has no interest in conducting any future
exploration or development work over the Ejido Lands. The Ejido Lands are in a different drainage basin than
the Ixtaca project and the Company does not need to travel though the Ejido Lands to access the Ixtaca project.
In the event the provisional lower court Amparo decision becomes final, this would result in amendments to
Mexican mining law and could suggest that all mineral claims granted in Mexico since 2001 are unconstitutional.
In Almaden’s case, the Original Concessions (see Figure 1) would be deemed to be illegal but the mineral rights
over that land would be held for Almaden until such time as indigenous consultation can be completed. However,
given that Almaden has no interest in conducting work on the Ejido Lands, it is unclear over what area indigenous
consultation would occur. We note that none of the communities located within the New Concessions (see Figure
3 below) or within the Ixtaca project’s area of social impact are party to the Amparo. Moreover, the surface area
of the proposed Ixtaca project is covered by private property.
Claim Reduction Efforts
In 2015, after learning about the Amparo, Almaden commenced a process to voluntarily cancel approximately
7,000 Ha of its Original Concessions, including the area covering the Ejido Lands, to assure the Ejido that
Almaden would not interfere with the Ejido Lands, and to reduce Almaden’s land holding costs.
Almaden divided the Original Concessions into nine smaller concessions, which included two smaller mining
concessions which overlapped the Ejido Lands (the “Overlapping Concessions”) (see Figure 2) and then
voluntarily cancelled the Overlapping Concessions (see Figure 3 – which shows only the “New Concessions”).
The applicable Mexican mining authorities issued the New Concessions and accepted the abandonment of the
Overlapping Concessions in May and June of 2017 after the issuance of a Court Order.
79
Figure 2: New and overlapping concessions
Figure 3: New Concessions.
In June 2017, the Ejido Tecoltemi, the complainant in the Amparo, filed a legal complaint about the court order
leading to the New Concessions, and on February 1, 2018, the court reviewing the complaint ruled the Ejido’s
complaint was founded, and sent the ruling to the court hearing the Amparo.
On December 21, 2018, the General Directorate of Mines issued a resolution that the New Concessions are left
without effect, and the Original Concessions are in full force and effect (the “December Communication”).
On February 13, 2019, the General Directorate of Mines delivered, to the court hearing the Amparo, mining
certificates stating that the Original Concessions are valid, and the New Concessions are cancelled.
On June 10, 2019, Almaden’s subsidiary appealed the December Communication, and subsequent cancellation
of the New Concessions. On September 26, 2019, the lower court refused to hear the appeal, but on October 14,
2019, a higher court agreed to hear the appeal.
In communications with the lower court and mineral title certificates issued by the General Directorate of Mines
directly to Almaden on December 16, 2019 (the “December 2019 Certificates”), the applicable Mexican records
currently reflect the position that the Original Concessions (the subject matter of the Amparo) are active and
owned by Almaden (through its Mexican subsidiary) and the New Concessions are left without effect. It should
be noted that the Mexican mining authorities also have indicated in the December 2019 Certificates that their
position is subject to the final resolution of the Amparo.
On January 21, 2020, the Company filed an administrative challenge against the Mexican mining authorities’
issuance of the December 2019 Certificates, which represented the first time that Almaden had been directly
notified of any changes in its mineral tenure.
Almaden believes that the December Communication from the Mexican mining authorities is the basis for the
recorded change in its mineral tenure. The Company’s Mexican counsel has advised it that the December
Communication has no legal effect as it was only provided to the lower court, was never officially served on the
Company and was not issued by an official possessing the necessary legal authority. While the December
Communication is dated December 21, 2018, the Company first became aware of it in May, 2019 through a
review of court documents.
Currently, applicable Mexican mining authority records show the Original Concessions as Almaden’s sole
mineral claims to the Ixtaca project. As noted above those claims are subject to the Amparo.
Although the Company is challenging this change to its mineral tenure, the Original Concessions provide
Almaden with the same exploration and mining rights over the Company’s Ixtaca project as the New Concessions.
Almaden’s two appeals to this change in mineral tenure are based on Mexican legal advice that it cannot be forced
to own mineral rights it has formally dropped. The Mexican legal advice is that the New Concessions remain in
full force and effect. Almaden continues to file taxes and assessment reports on the New Concessions, which have
80
been accepted by the Mexican mining authorities, and Almaden has not received any notifications from the
Mexican mining authorities regarding unpaid taxes on the Original Concessions. Almaden believes that it has a
strong legal basis for its appeals.
Dividends
The Company has not declared any dividends since inception and does not anticipate that it will do so in the
foreseeable future. The present policy of the Company is to retain future earnings for use in its operations and the
expansion of its business.
Significant Changes
There have been no significant changes of financial condition since the most recent audited financial statements
included within this Annual Report on Form 20-F.
Item 9. Offer and Listing of Securities
The Company's common shares trade on The Toronto Stock Exchange ("TSX") in Toronto, Ontario, Canada having
the symbol "AMM,” and on the NYSE American (formerly the NYSE MKT) in New York, New York, U.S.A. having
the symbol “AAU” and CUSIP #020283107.
The Company’s common shares commenced trading on February 11, 2002 on TSX and December 19, 2005 on the
American Stock Exchange, now the NYSE American.
Table No. 12 lists the high and low prices for the shares of Almaden Minerals Ltd. common stock on NYSE
American for the preceding five years. Table No. 13 lists the high and low prices for shares of Almaden Minerals
Ltd. common stock on TSX for the preceding five years.
Table No. 12
Almaden Minerals Ltd.
Stock Trading Activity
NYSE American
(expressed in US$)
Table No. 13
Almaden Minerals Ltd.
Stock Trading Activity
The Toronto Stock Exchange
(expressed in C$)
High
$0.90
1.05
1.75
1.88
1.27
High
$1.19
1.35
2.33
2.44
1.57
Year Ended
12/31/2019
12/31/2018
12/31/2017
12/31/2016
12/31/2015
Year Ended
12/31/2019
12/31/2018
12/31/2017
12/31/2016
12/31/2015
Low
$0.43
0.48
0.71
0.50
0.48
Low
$0.57
0.63
0.92
0.73
0.65
Table No. 14 lists the quarterly high and low prices for shares of Almaden Minerals Ltd. common stock on NYSE
American for the two most recent full financial years. Table No. 15 lists the quarterly high and low prices for
shares of Almaden Minerals Ltd. common stock on TSX for the two most recent full financial years.
81
Table No. 14
Almaden Minerals Ltd.
Stock Trading Activity
NYSE American
(expressed in US$)
Table No. 15
Almaden Minerals Ltd.
Stock Trading Activity
The Toronto Stock Exchange
(expressed in C$)
High
$0.76
0.82
0.68
0.90
0.69
0.75
0.87
1.05
High
$1.00
1.10
0.89
1.19
0.91
0.98
1.10
1.35
Quarter Ended
12/31/2019
09/30/2019
06/30/2019
03/31/2019
12/31/2018
09/30/2018
06/30/2018
03/31/2018
Quarter Ended
12/31/2019
09/30/2019
06/30/2019
03/31/2019
12/31/2018
09/30/2018
06/30/2018
03/31/2018
Low
$0.43
0.58
0.43
0.56
0.48
0.56
0.70
0.78
Low
$0.58
0.76
0.57
0.76
0.63
0.74
0.91
1.03
Table No.16 lists the high and low prices for shares of Almaden Minerals Ltd. common stock on NYSE American
for the most recent six months. Table No. 17 lists the high and low prices for shares of Almaden Minerals Ltd.
common stock on TSX for the most recent six months.
Table No. 16
Almaden Minerals Ltd.
Stock Trading Activity
NYSE American
(expressed in US$)
Month Ended
02/29/2020
01/31/2020
12/31/2019
11/30/2019
10/31/2019
09/30/2019
High
$0.50
0.61
0.62
0.55
0.76
0.78
Low
$0.28
0.49
0.47
0.43
0.48
0.61
82
Table No. 17
Almaden Minerals Ltd.
Stock Trading Activity
The Toronto Stock Exchange
(expressed in C$)
Month Ended
02/29/2020
01/31/2020
12/31/2019
11/30/2019
10/31/2019
09/30/2019
High
$0.70
0.79
0.79
0.70
1.00
1.03
Low
$0.38
0.64
0.63
0.58
0.60
0.82
The closing price of the Company’s common stock was $0.28 (US$) on the NYSE American and $0.38 (C$) on TSX
on February 29, 2020.
In recent years, securities markets in Canada and the U.S. have experienced a high level of price and volume volatility,
and the market price of many resource companies, particularly those considered speculative exploration companies,
have experienced wide fluctuations in price which have not necessarily been related to operating performance or
underlying asset values on prospects of such companies. Exploration for gold and other minerals is considered high
risk and highly speculative in the resource industry and the trading market for precious and base metal exploration
companies is characteristically volatile, with wide fluctuations of price and volume only in part related to progress of
exploration. There can be no assurance that continual fluctuations in the Company’s share price and volume will not
occur.
The Company's common stock is issued in registered form and the following information is from the Company’s
registrar and transfer agent, Computershare Investor Services Inc. located in Vancouver, British Columbia and
Toronto, Ontario, Canada.
On February 29, 2020, the shareholders' list for the Company’s common shares showed 220 registered shareholders,
including depositories, and 111,726,719 shares outstanding. 182 of these registered shareholders are U.S. residents,
owning 22,930,795 shares representing 20% of the issued and outstanding shares of common stock. 28 of these
registered shareholders are Canadian residents, owning 86,948,055 shares representing 78% of the issued and
outstanding shares of common stock. 10 of these registered shareholders are of other countries, owning 1,847,869
shares representing 2% of the issued and outstanding shares of common stock.
Table No. 18 lists changes, if any, in issued shares to March 26, 2020:
Table No. 18
Shares Issued to March 26, 2020
Balance, December 31, 2019
Balance, March 26, 2020
Item 10. Additional Information
Number
111,726,719
111,726,719
Flow-Through Common Shares
Flow-through common shares differ from other common shares in one aspect only, namely the tax benefits
connected with qualified mineral exploration expenditures in Canada associated with the funds raised through the
sale of flow through shares flow-through to the shareholder rather than the Company; all other rights of the
shareholder remain unchanged. Companies must specifically identify the expenditures associated with the funds
raised through the sale of flow-through shares. These tax benefits are available only to shareholders residing in
Canada who is subject to Canada Federal Income Tax for the taxation year in which the credit is being claimed.
Shareholders residing in the U.S. and other non-Canadian shareholders receive no tax benefits through the
purchase of flow-through shares.
83
The Company’s common shares are not normally flow-through shares but the Company has issued flow-through
shares pursuant to private placements of the Company’s common shares. There were no flow-through shares
issued in Fiscal 2019, Fiscal 2018 or Fiscal 2017. In Fiscal 2011, the Company issued 100,000 flow-through
shares.
Memorandum and Articles
At the Annual and Special General meeting of the Company held on May 18, 2005, shareholders passed
appropriate resolutions to complete the transition procedures in accordance with the Business Corporations Act
(British Columbia), (the “BCBCA”), to increase the number of common shares which the Company is authorized
to issue to an unlimited number of common shares and to cancel the Company’s Articles and adopt new Articles
to take advantage of provisions of the BCBCA. The BCBCA was adopted in British Columbia on March 29,
2004 replacing the Company Act (the “Former Act”). The BCBCA requires the provisions formerly required in
the Memorandum to be in the Articles. The BCBCA eliminates the requirement for a Memorandum.
The revised Articles are an exhibit to the 2005 20-F Annual Report filed with the Commission on March 30, 2006,
and replaced the Memorandum and Articles as filed with the Commission on May 17, 2002.
Articles
The Company was formed through the amalgamation of Fairfield Minerals Ltd. and Almaden Resources
Corporation effective December 31, 2001 under the Company Act of British Columbia (the “Company Act”). On
March 29, 2004, British Columbia adopted the Business Corporations Act (British Columbia) (the “BCBCA”) to
replace the Company Act. Companies registered under the Company Act are required to transition to the BCBCA.
At the Annual and Special General meeting of the Company held on May 18, 2005, shareholders passed
appropriate resolutions to complete the transition procedures to cancel the Company’s Articles and adopt new
Articles, which includes an increase of the number of common shares which the Company is authorized to issue
to an unlimited number of common shares. The Company’s new Articles became effective in June 2005 (the
“Articles”).
The Articles contain no restrictions on the business the Company may carry on.
Under the Articles, if a director has a disclosable interest in a contract or transaction, such director is liable to
account to the Company for any profits that accrue to the director as a result of the contract or transaction unless
disclosure is made thereof and the contract or transaction is approved in accordance with the provisions of the
BCBCA and a director is not entitled to vote on any director’s resolution to approve that contract or transaction
unless all of the directors have a disclosable interest in that contract or transaction, in which case all of those
directors may vote on such resolution.
A director may hold any office or place of profit with the Company in conjunction with the office of director, and
no director shall be disqualified by their office from contracting with the Company. A director or such director’s
firm may act in a professional capacity for the Company and a director or such director’s firm shall be entitled to
remuneration for professional services. A director may become a director or other officer or employee of, or
otherwise interested in, any company or firm in which the Company may be interested as a shareholder or
otherwise. The director shall not be accountable to the Company for any remuneration or other benefits received
by the director from such other company or firm unless the Company in general meeting directs otherwise.
Under the Articles the directors must manage or supervise the management of the business and affairs of the
Company and have the authority to exercise all such powers which are not required to be exercised by the
shareholders, or as governed by the BCBCA. Under the Articles the directors may, by resolution, create and
appoint one or more committees consisting of such member or members of their body as they think fit and may
delegate to any such committee such powers of the Board as the Board may designate or prescribe.
The Articles provide that the quorum necessary for the transaction of the business of the directors may be fixed
by the directors and if not so fixed shall be a majority of the directors. The continuing directors may,
notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed
pursuant to the Articles as the necessary quorum of directors, act only for the purpose of increasing the number
of directors to that number, or of summoning a general meeting of the Company, but for no other purpose.
The Articles provide that the directors may, on behalf of the Company:
84
• Borrow money in a manner and amount, on any security, from any source and upon any terms
•
and conditions;
Issue bonds, debentures, and other debt obligations either outright or as security for any liability
or obligation of the Company or any other person;
• Guarantee the repayment of money by any other person or the performance of any obligation
of any other person; and
• Mortgage, charge, or give other security, on the whole or any part of the property or assets of
the Company, both present and future.
There are no age limit requirements pertaining to the retirement or non-retirement of directors.
A director need not be a shareholder of the Company.
The Articles provide for the mandatory indemnification of Directors, Officers, former officers and directors,
alternate directors, as well as their respective heirs and personal or other legal representatives, or any other person,
to the greatest extent permitted by the BCBCA. The indemnification includes the mandatory payment of expenses
and, in furtherance thereof, the Company is party to indemnification agreements with such individuals. The
directors may cause the Company to purchase and maintain insurance for the benefit of eligible parties.
The rights, preferences and restrictions attaching to each class of the Company’s shares are as follows:
Common Shares
The authorized share structure of the Company consists of an unlimited number of common shares without par
value. All the shares of common stock of the Company are of the same class and, once issued, rank equally as to
dividends, voting powers, and participation in assets. Holders of common stock are entitled to one vote for each
share held of record on all matters to be acted upon by the shareholders. Holders of common stock are entitled
to receive such dividends as may be declared from time to time by the Board of Directors, in its discretion, out of
funds legally available therefor.
Upon liquidation, dissolution or winding up of the Company, holders of common stock are entitled to receive pro rata
the assets of the Company, if any, remaining after payments of all debts and liabilities. No shares have been issued
subject to call or assessment. There are no pre-emptive or conversion rights and no provisions for redemption or
purchase for cancellation, surrender, or sinking or purchase funds.
The Directors may by resolution make any changes in the authorized share structure as may be permitted under Section
54 of the BCBCA, and may by resolution make or authorize the making of any alterations to the Articles and the
Notice of Articles as may be required by such changes.
The Company may by ordinary resolution, create or vary special rights and restrictions as provided in Section 58 of
the BCBCA. No alteration will be valid as to any part of the issued shares of any class unless the holders of all the
issued shares of that class consent to the alteration in writing or consent by special separate resolution.
An annual general meeting shall be held once every calendar year at such time (not being more than 15 months after
holding the last preceding annual meeting under the BCBCA nor more than 6 months from its preceding fiscal year
end under the policies of the Toronto Stock Exchange) and place as may be determined by the Directors. The Directors
may, as they see fit, convene an extraordinary general meeting. An extraordinary general meeting, if requisitioned in
accordance with the BCBCA, shall be convened by the Directors or, if not convened by the Directors, may be
convened by the requisitionists as provided in the BCBCA.
There are no limitations upon the rights to own securities.
There are no provisions in the Articles that would have the effect of delaying, deferring, or preventing a change in
control of the Company.
There is no special ownership threshold above which an ownership position must be disclosed. However, any
ownership level above 10% must be disclosed by news release and notices filed in accordance with Canadian
85
Securities Laws and by notices to the Toronto Stock Exchange.
A copy of the Company’s new Articles is an exhibit to the 2005 Form 20-F Annual Report filed with the Commission
on March 30, 2006.
Shareholder Rights Plan
On April 13, 2011, the Company’s Board of Directors adopted a Shareholder Rights Plan Agreement (the “Rights
Plan”) between the Company and Computershare Investor Services Inc. (“Computershare”) as Rights Agent. The
Rights Plan was subsequently approved by the shareholders of the Company at the Annual General and Special
Meeting held June 28, 2011, reconfirmed by the shareholders of the Company at the 2014 Annual General Meeting
and amended and reconfirmed at the 2017 Annual General Meeting. The primary objective of the Rights Plan is to
ensure, to the extent possible, that all shareholders of the Company are treated fairly in connection with any take-over
bid for the Company by (a) providing shareholders with adequate time to properly assess a take-over bid without
undue pressure and (b) providing the Board with more time to fully consider an unsolicited take-over bid, and, if
applicable, to explore other alternatives to maximize shareholder value.
The full text of the Rights Plan was filed under cover of Form 6-K with the Commission on April 15, 2011 and
is also available on SEDAR and the Company’s website.
Advance Notice Policy
On January 28, 2013 the Company’s Board of Directors approved and adopted an Advance Notice Policy, as
amended on May 1, 2015 (the “Policy”) which, among other things, includes a provision that requires advance
notice to the Company in circumstances where nominations of persons for election to the Board of Directors are
made by shareholders of the Company other than pursuant to: (i) a requisition of a meeting made pursuant to the
provisions of the Business Corporations Act (British Columbia) (the “BCBCA”): or (ii) a shareholder proposal
made pursuant to the provisions of the BCBCA.
The Policy, among other things, fixes a deadline by which holders of record of common shares of the Company
must submit director nominations to the Company prior to any annual or special meeting of shareholders and set
forth the information that a shareholder must include in the notice to the Company for the notice to be in proper
written form.
In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 nor more
than 65 days prior to the date of the annual meeting; provided, however, that in the event the annual meeting is to
be held on a date that is less than 50 days after the date on which the first public announcement of the date of the
annual meeting was made, notice may be made not later than the close of business on the 10th day following such
public announcement.
In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Company
must be made not later than the close of business on the 15th day following the day on which the first public
announcement of the date of the special meeting was made.
The full text of the Amended Advance Notice Policy is an exhibit to the 2017 20-F Annual Report filed with the
Commission on March 29, 2018.
Multiple Voting Policy for Uncontested Elections of Directors
The Board believes that each of its members should carry the confidence and support of the Company’s
shareholders and, accordingly, has adopted, effective May 15, 2017, an Amended Majority Voting Policy for the
election of directors for non-contested meetings. The Amended Majority Voting Policy provides that, in a non-
contested election of directors, voting will be by ballot and, if the number of shares “withheld” for any nominee
exceeds the number of shares voted “for” the nominee, then, notwithstanding that such director is duly elected as
a matter of corporate law, he or she shall, immediately following the date of the final scrutineer’s report on the
ballot, tender his or her written resignation to the Chairman of the Board. A “non-contested election” means an
election where the number of nominees for director is not greater than the number of directors to be elected.
Under the Amended Majority Voting Policy, the Board will consider such offer of resignation and shall make a
determination whether or not to accept or reject the resignation no later than 90 days following the date of the
applicable shareholders’ meeting and shall accept the resignation absent exceptional circumstances. The Board
86
will promptly announce its decision via press release. If the Board determines not to accept the resignation, the
press release must fully state the reasons for its decision. No director who is required to tender his or her
resignation shall participate in any meeting of the Board at which the resignation is considered. If a resignation
is accepted by the Board, and subject to any corporate law restrictions, the Board may leave any resulting vacancy
unfilled until the Company’s next annual general meeting, or may appoint a new director to fill the vacancy who
the Board considers to merit the confidence of the shareholders, or may call a special meeting of shareholders at
which there will be presented a management nominee or nominees to fill the vacant position or positions.
The full text of the Amended Multiple Voting Policy is an exhibit to 2017 20-F Annual Report filed with the
Commission on March 29, 2018.
Material Contracts
The following is a summary of each material contract, other than contracts entered into in the ordinary course of
business, to which we or any member of the group is a party, for the two years preceding the date of this Annual
Report on Form 20-F.
1. Executive Compensation Contract dated effective as of January 29, 2013 as amended by Amending Agreement
dated April 1, 2016 and Second Amending Agreement dated January 1, 2019 between the Company and Morgan
Poliquin (“M. Poliquin”) whereby M. Poliquin agrees to provide the services of President and Chief Executive
Officer for an indefinite term for remuneration of $265,000 per annum. The full text of the Executive
Compensation Contract is filed as an exhibit to the 2012 20-F Annual Report with the Commission on March 28,
2013, of the Amending Agreement filed as an exhibit to the 2016 20-F Annual Report with the Commission on
March 30, 2017 and of the Second Amending Agreement dated January 1, 2019 as filed as an exhibit to the fiscal
2018 20-F Annual Report with the Commission of March 15, 2019.
2. Administrative Services Agreement between the Company and Almadex Minerals Ltd. (“Almadex”) dated
March 29, 2018 (the “Agreement”). Under the Agreement, the Company provides management services to
Almadex as the sole and exclusive manager, including the authority to manage the assets, operations, business,
and administrative affairs of Almadex. Almadex compensates the Company 20% of the Company’s actual
monthly cost of rent for any shared facilities, and 20% of any shared personnels’ fees and/or wages. Almadex
also pays the Company any reasonable fees or costs incurred on behalf of Almadex by the Company which were
approved by Almadex. The Agreement has an initial 5-year term, with subsequent automatic 1 year renewals
unless terminated pursuant to the terms permitted under the Agreement and includes a Change of Control clause.
If either party is subject to Change of Control during the term of the Agreement, the Agreement shall automatically
terminate within 48 hours of the Change of Control unless agreed to in writing by both parties. The target of the
Change of Control shall then pay the other party $2 million as compensation for the unplanned termination of the
Company’s engagement. “Change of Control” means the date upon which, without the target of the Change of
Control, any person (as that term is defined in the Securities Act (British Columbia)) makes and does not withdraw
a take-over bid (as that term is defined in the Securities Act (British Columbia)) or acquires, directly or indirectly,
that number of common shares of the target which equals or exceeds twenty percent (20%) of the then issued
common shares of the target. The full text of the Administrative Services Agreement is filed as an exhibit to the
2018 20-F Annual Report with the Commission on March 15, 2019.
3. Executive Employment Contract dated effective as of January 1, 2016 as amended on April 1, 2016 and Second
Amending Agreement dated January 1, 2019 between the Company and Duane Poliquin to serve as Executive
Chairman for an indefinite term, for remuneration of $240,000 per annum. The full text of the Executive
Compensation Contract is filed as an exhibit to the 2015 20-F Annual Report with the Commission on March 31,
2016; of the Amending Agreement is filed as an exhibit to the 2016 20-F Annual Report with the Commission on
March 30, 2017; and of the Second Amending Agreement dated January 1, 2019 is filed as an exhibit to the 2018
20-F Annual Report.
4. Gold Loan Agreement dated as of May 14, 2019 between the Company (the “Borrower”) and Almadex
Minerals Ltd. (the “Lender”). Almaden may borrow from Almadex up to 1,597 ounces of 99.99% purity gold
bullion. Upon receiving a drawdown notice, the Lender will sell the requested gold and send the proceeds in US
dollars to the borrower. Interest will be at 10% per year, calculated monthly, either paid quarterly or accrued to
the loan value. The loan, plus any accrued but unpaid interest, is due March 31, 2024, but may be extended to
March 31, 2026 upon written notice from Borrower to Lender. Repayment may be in the form of gold or common
87
shares of Almaden, and may include voluntary prepayment, with the form of repayment selected at the sole
discretion of the Lender. A maximum of 11,172,671 common shares of Almaden are issuable for repayment of
principal and interest, with any additional amounts due payable in gold. Mandatory Prepayment of 100 ounces
of gold is required on the last business day of each month following the date when Almaden’s Ixtaca project
begins commercial production. The full text of the Gold Loan Agreement is filed as an exhibit to the this 20-F
Annual Report.
Exchange controls
Except as discussed above, the Company is not aware of any Canadian federal or provincial laws, decrees or
regulations that restrict the export or import of capital, including foreign exchange controls, or that affect the
remittance of interest, dividends or other payments to non-Canadian holders of the Company's common shares.
There are no limitations under the laws of Canada or in the organizing documents of the Company on the right of
non-Canadians to hold or vote securities of the Company, except that the Investment Canada Act may require that
a "non-Canadian" not acquire "control" of the Company without prior review and approval by the Minister of
Innovation, Science and Economic Development. The acquisition of one third or more of the voting shares of the
Company would give rise a rebuttable presumption of the acquisition of control, and the acquisition of more than
fifty percent of the voting shares of the Company would be deemed to be an acquisition of control. In addition,
the Investment Canada Act provides the Canadian government with broad discretionary powers in relation to
national security to review and potentially prohibit, condition or require the divestiture of, any investment in the
Company by a non-Canadian, including non-control level investments. "Non-Canadian" generally means an
individual who is neither a Canadian citizen nor a permanent resident of Canada within the meaning of the
Immigration and Refugee Protection Act (Canada) who has been ordinarily resident in Canada for not more than
one year after the time at which he or she first became eligible to apply for Canadian citizenship, or a corporation,
partnership, trust or joint venture that is ultimately controlled by non-Canadians.
Taxation
The following summary of the material Canadian federal income tax consequences generally applicable in respect
of the common stock reflects the Company’s opinion. The tax consequences to any particular holder of common
stock will vary according to the status of that holder as an individual, trust, company or member of a partnership,
the jurisdiction in which that holder is subject to taxation, the place where that holder is resident and, generally,
according to that holder’s particular circumstances. This summary is applicable only to holders who are resident
in the U.S., have never been resident in Canada, deal at arm’s length with the Company, hold their common stock
as capital property and who will not use or hold the common stock in carrying on business in Canada. Special
rules, which are not discussed in this summary, may apply to a U.S. holder that is an issuer that carries on business
in Canada and elsewhere.
This summary is based upon the provisions of the Income Tax Act of Canada and the regulations thereunder
(collectively, the “Canadian Tax Act" or “ITA”) and the Canada-United States Tax Convention (the
“Convention”) as at the date of the Registration Statement and the current administrative practices of Canada
Revenue Agency. This summary does not take into account Provincial income tax consequences.
Each holder should consult his own tax advisor with respect to the income tax consequences applicable to him in
his own particular circumstances.
Certain Canadian Federal Income Tax Consequences
The discussion under this heading summarizes the principal Canadian federal income tax consequences of
acquiring, holding and disposing of shares of common stock of the Company for a shareholder of the Company
who is not a resident of Canada but is a resident of the U.S. and who will acquire and hold shares of common
stock of the Company as capital property for the purposes of the Canadian Tax Act. This summary does not apply
to a shareholder who carries on business in Canada through a “permanent establishment” situated in Canada or
performs independent personal services in Canada through a fixed base in Canada if the shareholder’s holding in
the Company is effectively connected with such permanent establishment or fixed base. This summary is based
on the provisions of the Canadian Tax Act and the regulations thereunder and on an understanding of the
administrative practices of Canada Revenue Agency, and takes into account all specific proposals to amend the
Canadian Tax Act or regulations made by the Minister of Finance of Canada as of the date hereof. It has been
assumed that there will be no other relevant amendment of any governing law although no assurance can be given
in this respect. This discussion is general only and is not a substitute for independent advice from a shareholder’s
88
own Canadian and U.S. tax advisors.
The provisions of the Canadian Tax Act are subject to income tax treaties to which Canada is a party, including
the Convention.
Dividends on Common Shares and Other Income
Under the Canadian Tax Act, a non-resident of Canada is generally subject to Canadian withholding tax at the
rate of 25 percent on dividends paid or deemed to have been paid to him or her by a company resident in Canada.
The Company is responsible for withholding of tax at the source. The Convention limits the rate to 15 percent if
the shareholder is a resident of the U.S. and the dividends are beneficially owned by and paid to such shareholder,
and to 5 percent if the shareholder is also a company that beneficially owns at least 10 percent of the voting stock
of the payor company.
The amount of a stock dividend (for tax purposes) would generally be equal to the amount by which the paid up
or stated capital of the Company had increased by reason of the payment of such dividend. The Company will
furnish additional tax information to shareholders in the event of such a dividend. Interest paid or deemed to be
paid on the Company’s debt securities held by non-Canadian residents may also be subject to Canadian
withholding tax, depending upon the terms and provisions of such securities and any applicable tax treaty. The
Convention generally eliminates Canadian tax on interest paid or deemed to be paid by the Company to U.S.
residents. The Convention generally exempts from Canadian income tax dividends paid to a religious, scientific,
literary, educational or charitable organization or to an organization constituted and operated exclusively to
administer a pension, retirement or employee benefit fund or plan, if the organization is a resident of the U.S. and
is exempt from income tax under the laws of the U.S.
Dispositions of Common Shares
Under the Canadian Tax Act, a taxpayer’s capital gain or capital loss from a disposition of a share of common
stock of the Company is the amount, if any, by which his or her proceeds of disposition exceed (or are exceeded
by, respectively) the aggregate of his or her adjusted cost base of the share and reasonable expenses of disposition.
The capital gain or loss must be computed in Canadian currency using a weighted average adjusted cost base for
identical properties. There are special transitional rules to apply capital losses against capital gains that arose in
different periods. The amount by which a shareholder’s capital loss exceeds the capital gain in a year may be
deducted from a capital gain realized by the shareholder in the three previous years or any subsequent year, subject
to certain restrictions in the case of a corporate shareholder.
Under the Canadian Tax Act, a non-resident of Canada is subject to Canadian tax on taxable capital gains, and
may deduct allowable capital losses, realized on a disposition of "taxable Canadian property." Shares of common
stock of the Company will constitute taxable Canadian property of a shareholder at a particular time if the
shareholder used the shares in carrying on business in Canada, or if at any time in the five years immediately
preceding the disposition 25% or more of the issued shares of any class or series in the capital stock of the
Company belonged to one or more persons in a group comprising the shareholder and persons with whom the
shareholder and persons with whom the shareholder did not deal at arm’s length and in certain other
circumstances.
The Convention relieves U.S. residents from liability for Canadian tax on capital gains derived on a disposition
of shares unless
(a) the value of the shares is derived principally from “real property” in Canada, including the right to explore
for or exploit natural resources and rights to amounts computed by reference to production,
(b) the shareholder was resident in Canada for 120 months during any period of 20 consecutive years preceding,
and at any time during the 10 years immediately preceding, the disposition and the shares were owned by him
when he or she ceased to be resident in Canada, or
(c) the shares formed part of the business property of a “permanent establishment” that the holder has or had in
Canada within the 12 months preceding the disposition.
Certain U.S. Federal Income Tax Consequences
The following is a discussion of material U.S. federal income tax consequences generally applicable to a U.S.
89
Holder (as defined below) of shares of the Company. This discussion does not cover any state, local or foreign
tax consequences.
The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (“the
Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative
positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and
adversely changed, possibly on a retroactive basis, at any time. In addition, the discussion does not consider the
potential effects, both adverse and beneficial, or recently proposed legislation which, if enacted, could be applied,
possibly on a retroactive basis, at any time. The following discussion is for general information only. It is not
intended to be, nor should it be construed to be, legal or tax advice to any U.S. Holder or prospective holder and
not an opinion or representation with respect to the U.S. Federal income tax consequences to any U.S. Holder or
prospective holder is made. The following summary was not written and is not intended to be used, and cannot
be used, by any person for the avoidance of any penalties with respect to taxes that may be imposed on such
person. U.S. Holders and prospective holders of shares of the Company are urged to consult their own tax advisors
about the federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common
shares of the Company.
U.S. Holders
As used herein, a U.S. Holder includes a holder of shares of the Company who is a citizen or resident of the U.S.
(as defined under Treasury Regulation Section 301.7701(b) or any applicable income tax convention), a company
(or an entity which has elected to be treated as a corporation under Treasury Regulation Sections 301.7701-3)
created or organized in or under the laws of the U.S. or of any political subdivision thereof, any estate other than
a foreign estate (as defined in Section 7701(a)(31)(A) of the Code or, a trust subject to the primary supervision
of a court within the U.S. and control of a U.S. fiduciary as described in Section 7701(a)(30)(E) of the Code).
This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to
special provisions of Federal income tax law, such as tax-exempt organizations, qualified retirement plans,
financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-
dealers, non-resident alien individuals, persons or entities that have a “functional currency” other than the U.S.
dollar, shareholders who hold common shares as part of a straddle, hedging or conversion transaction, and
shareholders who acquired their shares through the exercise of employee stock options or otherwise as
compensation for services. This summary is limited to U.S. Holders who own shares as capital assets. This
summary does not address the consequences to a person or entity holding an interest in a shareholder of the
Company or the consequences to a person of the ownership, exercise or disposition of any options, warrants or
other rights to acquire shares of the Company.
Distributions on Shares of the Company
U.S. Holders receiving dividend distributions (including constructive dividends) with respect to shares of the
Company are required to include in gross income for U.S. federal income tax purposes the gross amount of such
distributions equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate
on such date), to the extent that the Company has current or accumulated earnings and profits, without reduction
for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited,
subject to certain limitations, against the U.S. Holder’s U.S. federal income tax liability or, alternatively, may be
deducted in computing the U.S. Holder’s U.S. federal taxable income. (See more detailed discussion at “Foreign
Tax Credit” below). To the extent that distributions exceed current or accumulated earnings and profits of the
Company, they will be treated first as a return of capital up to the U.S. Holder’s adjusted tax basis in the common
shares and thereafter as gain from the sale or exchange of the common shares. Unless the distribution constitutes
“qualified dividend income” as defined in Section 1(h)(11), dividend income will be taxed at marginal tax rates
applicable to ordinary income.
In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on
the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the
date of receipt. Gain or loss may be recognized upon a subsequent sale or other disposition of the foreign
currency, including an exchange for U.S. dollars.
Dividends paid on the shares of the Company will not generally be eligible for the dividends received deduction
provided to companies receiving dividends from certain U.S. corporations. A U.S. Holder which is a corporation
may, under certain circumstances, be entitled to a 70% deduction of the U.S. source portion of dividends received
from the Company (unless the Company qualifies as a “passive foreign investment company”, as defined below)
if such U.S. Holder owns shares representing at least 10% of the voting power and value of the Company. The
availability of this deduction is subject to several complex limitations which are beyond the scope of this
90
discussion. In addition, as discussed under the Controlled Foreign Corporation section below, distributions from
controlled foreign corporations to certain U.S. corporate shareholders may be entitled to a dividend received
deduction for the foreign source portion of the dividend.
The so-called Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017 by the U.S. government.
The Tax Act broadly changes the taxation of foreign earnings attributable to certain U.S. Holders from a
worldwide tax regime to a territorial regime. The Tax Act created a transition tax that creates a deemed
repatriation of previously untaxed foreign earnings and profits. Certain U.S. Holders may be subject to this
transition tax and recognize taxable income due to undistributed earnings and profits of the Company.
Foreign Tax Credit
A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership
of shares of the Company may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit
for such foreign tax paid or withheld. This election is made on a year-by-year basis and applies to all foreign
income taxes (or taxes in lieu of income tax) paid by (or withheld from) the U.S. Holder during the year. There
are significant and complex limitations which apply to a U.S. Holder’s ability to claim the foreign tax credit.
Furthermore, a foreign tax credit may not be claimed when a U.S. Holder is entitled to a dividend received
deduction. The availability of the foreign tax credit and the application of the limitations on the credit are fact
specific and holders and prospective holders of shares of the Company should consult their own tax advisors
regarding their individual circumstances.
Disposition of Shares of the Company
For U.S. tax purposes, a U.S. Holder will generally recognize gain or loss upon the sale of shares of the Company
equal to the difference, if any, between (I) the amount of cash plus the fair market value of any property received,
and (ii) the shareholder’s tax basis in his, her or its shares of the Company. This gain or loss will be capital gain
or loss if the common shares are capital assets in the hands of the U.S. Holder. Capital gain will then be classified
as a short-term or long-term capital gain or loss depending upon the holding period of the U.S. Holder.
Preferential tax rates apply to long-term capital gains of U.S. Holders which are individuals, estates or trusts.
Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss
for a particular tax year. Deductions for net capital losses are subject to significant limitations. For U.S. Holders
which are not companies, any unused portion of such net capital loss may be carried over to be used in later tax
years until such net capital loss is thereby exhausted, but individuals may not carry back capital losses. For U.S.
Holders which are taxable corporations (other than companies subject to Subchapter S of the Code), an unused
net capital loss may be carried back three years from the loss year and carried forward five years from the loss
year to be offset against capital gains until such net capital loss is thereby exhausted.
Net Investment Tax
U.S. Holders may also be subject to the Net Investment Income Tax, which is imposed on certain U.S. taxpayers’
income from investments, such as dividends, interest and capital gains. Individual taxpayers are liable for a 3.8
percent Net Investment Income Tax on the lesser of their net investment income, or the amount by which their
modified adjusted gross income exceeds certain statutory thresholds based on their filing status. U.S. Holders or
prospective U.S. Holders should consult their tax advisors to determine if the Net Investment Income Tax will
apply in their individual circumstances.
Other Considerations
In the following circumstances, the above sections of the discussion may not describe the U.S. federal income tax
consequences resulting from the holding and disposition of shares of the Company.
Passive Foreign Investment Company
As a foreign company with U.S. Holders, the Company could potentially be treated as a passive foreign
investment company (“PFIC”), as defined in Section 1297 of the Code. Section 1297 of the Code defines a PFIC
as a company that is not formed in the U.S. and, for any taxable year, either (i) 75% or more of its gross income
is “passive income”, which includes among other types of income, interest, dividends and certain rents and
royalties or (ii) the average percentage, by fair market value (or, if the company is a controlled foreign company
or makes an election, by adjusted tax basis), of its assets that produce or are held for the production of “passive
income” is 50% or more.
The rules governing PFICs can have significant tax effects on U.S. shareholders of foreign companies. U.S.
shareholder’s income or gain, with respect to a disposition or deemed disposition of PFIC shares or a distribution
payable on such shares will generally be subject to tax at the highest marginal rates applicable to ordinary income
91
and certain interest charges as discussed below, unless the U.S. shareholder has timely made a “qualified electing
fund” election or a “mark-to-market” election for those shares. The elections available to U.S. shareholders of a
PFIC are made on a shareholder-by-shareholder basis, and U.S. shareholders should consult with tax advisors as
soon as possible to determine the what election, if any, such U.S. shareholder should make. The timing for making
such election can have consequences on the U.S. shareholders tax position with respect to its ownership in a PFIC.
Under one method, a U.S. shareholder who elects in a timely manner to treat the PFIC as a Qualified Electing
Fund ("QEF"), as defined in the Code, (an "Electing U.S. Holder") will be required to currently include in his
income for any taxable year in which the company qualifies as a PFIC his pro-rata share of the company's (i) "net
capital gain" (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as
long-term capital gain to the Electing U.S. Holder, and (ii) "ordinary earnings" (the excess of earnings and profits
over net capital gain), which will be taxed as ordinary income to the Electing U.S. Holder, in each case, for the
U.S. Holder's taxable year in which (or with which) the Company’s taxable year ends, regardless of whether such
amounts are actually distributed. A QEF election also allows the Electing U.S. Holder to (i) generally treat any
gain realized on the disposition of his common shares (or deemed to be realized on the pledge of his common
shares) as capital gain; (ii) treat his share of the company's net capital gain, if any, as long-term capital gain instead
of ordinary income, and (iii) either avoid interest charges resulting from PFIC status altogether (see discussion of
interest charge below), or make an annual election, subject to certain limitations, to defer payment of current taxes
on his share of the company's annual realized net capital gain and ordinary earnings which will then be subject,
however, to an interest charge.
The procedure a U.S. Holder must comply with in making a timely QEF election will depend on whether the year
of the election is the first year in the U.S. Holder's holding period in which the Company is a PFIC. If the U.S.
shareholder makes a QEF election in such first year, (sometimes referred to as a "Pedigreed QEF Election"), then
the U.S. shareholder may make the QEF election by simply filing the appropriate documents at the time the U.S.
Holder files its tax return for such first year. If, however, the company qualified as a PFIC in a prior year during
the U.S. shareholder’s holding period, then the U.S. shareholder may make a retroactive QEF election, provided
he has preserved his right to do so under the protective statement regime or he obtains IRS permission.
If a U.S. shareholder has not made a QEF Election at any time (a "Non-electing U.S. Holder"), then special
taxation rules under Section 1291 of the Code will apply to (i) gains realized on the disposition (or deemed to be
realized by reason of a pledge) of his common shares and (ii) certain "excess distributions" by the company. An
excess distribution is a current year distribution received by the U.S. shareholder on PFIC stock to the extent that
the distribution exceeds its ratable portion of 125% of the average amount received by the U.S. shareholder during
the preceding three years.
A Non-electing U.S. shareholder generally would be required to pro-rate all gains realized on the disposition of
his common shares and all excess distributions over the entire holding period for the common shares. All gains
or excess distributions allocated to prior years of the U.S. shareholder (other than years prior to the first taxable
year of the Company during such U.S. Holder's holding period and beginning after January 1, 1987 for which it
was a PFIC) would be taxed at the highest marginal tax rate for each such prior year applicable to ordinary income.
The Non-electing U.S. shareholder also would be liable for interest on the foregoing tax liability for each such
prior year calculated as if such liability had been due with respect to each such prior year. A Non-electing non-
corporate U.S. shareholder must treat this interest charge as "personal interest" which is wholly non-deductible.
The balance of the gain or the excess distribution will be treated as ordinary income in the year of the disposition
or distribution, and no interest charge will be incurred with respect to such balance.
If a company is a PFIC for any taxable year during which a Non-electing U.S. shareholder holds shares, then the
company will continue to be treated as a PFIC with respect to such shares, even if it is no longer by definition a
PFIC. A Non-electing U.S. shareholder may terminate this deemed PFIC status by electing to recognize gain
(which will be taxed under the rules discussed above for Non-Electing U.S. Holders) as if such shares had been
sold on the last day of the last taxable year for which it was a PFIC. If the company no longer qualifies as a PFIC
in a subsequent year, then normal Code rules and not the PFIC rules will apply with respect to a U.S. shareholder
who has made a Pedigreed QEF election.
If a U.S. shareholder makes a QEF Election that is not a Pedigreed Election (i.e., it is made after the first year
during which the company is a PFIC and the U.S. shareholder holds shares of the company) (a "Non-Pedigreed
92
Election"), the QEF rules apply prospectively but do not apply to years prior to the year in which the QEF first
becomes effective. U.S. Holders are encouraged to consult their tax advisors regarding the specific consequences
of making or not making a QEF Election.
Under an alternative method, U.S. Holders who hold (actually or constructively) marketable stock of a PFIC may
elect to mark such stock to the market annually (a “mark-to-market election”). If such an election is made, such
U.S. Holder will generally not be subject to the special taxation rules of Section 1291 discussed above. However,
if the mark-to-market election is made by a Non-Electing U.S. Holder after the beginning of the holding period
for the PFIC stock, then the Section 1291 rules will apply to certain dispositions of, distributions on and other
amounts taxable with respect to the Company shares. A U.S. Holder who makes the mark-to-market election will
include in income for each taxable year for which the election is in effect an amount equal to the excess, if any,
of the fair market value of the shares of the Company as of the close of such tax year over such U.S. Holder’s
adjusted basis in such common shares. In addition, the U.S. Holder is allowed a deduction for the lesser of (i) the
excess, if any, of such U.S. Holder’s adjusted tax basis in the shares over the fair market value of such shares as
of the close of the tax year, or (ii) the excess, if any, of (a) the mark-to-market gains for the shares in the Company
included by such U.S. Holder for prior tax years, including any amount which would have been treated as a mark-
to-market gain for any prior tax year but for the Section 1291 rules discussed above with respect to Non-Electing
U.S. Holders, over (b) the mark-to-market losses for shares that were allowed as deductions for prior tax years.
A U.S. Holder’s adjusted tax basis in the shares of the Company will be adjusted to reflect the amount included
in or deducted from income as a result of a mark-to-market election. A mark-to-market election applies to the
taxable year in which the election is made and to each subsequent taxable year, unless the Company’s shares
cease to be marketable, as specifically defined, or the IRS consents to revocation of the election. U.S. Holders
should consult their tax advisors regarding the manner of making such an election.
Controlled Foreign Corporation
If more than 50% of the total combined voting power of all classes of stock entitled to vote or more than 50% of
the total value of the stock of the Company is owned, directly, indirectly or constructively, by U.S. Holders, each
of whom own actually or constructively 10% or more of the total combined voting power of all classes of stock
or 10% or more of the total value of all classes of stock of the Company (“10% U.S. Holders”), the Company
would be treated as a “controlled foreign corporation” or “CFC” under Subpart F of the Code. This classification
would effect many complex results, one of which requires such 10% U.S. Holders to include in their current
income their pro rata share of (i) Subpart F income of the CFC, (ii) the CFC’s earnings from certain investments
in U.S. property, (iii) global intangible low-taxed income (“GILTI), and (iv) base erosion minimum tax amounts
for certain 10% U.S. Holders with sufficient gross receipts that make deductible payments to related foreign
parties in tax years after December 31. 2018. The foreign tax credit described above may reduce the U.S. tax on
these amounts. In addition, under Section 1248 of the Code, gain from the sale or exchange of shares by a U.S.
Holder of common shares of the Company which is or was a 10% U.S. Holder at any time during the five-year
period ending with the sale or exchange will be treated as dividend income to the extent of earnings and profits
of the Company (accumulated only while the shares were held by the 10% U.S. Holder and while the Company
was a CFC attributable to the shares sold or exchanged. Certain U.S. corporations that are 10% U.S. Holders may
be entitled to a dividend received deduction for the foreign source portion of dividends received from the
Company as discussed above.
If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC
with respect to certain 10% U.S. Holders of the CFC. This rule generally will be effective for taxable years of
10% U.S. Holders beginning after 1997 and for taxable years of foreign company’s ending with or within such
taxable years of 10% U.S. Holders. The PFIC provisions continue to apply in the case of a PFIC that is also a
CFC with respect to the U.S. Holders that are less than 10% shareholders. Because of the complexity of Subpart
F, a more detailed review of these rules is beyond the scope of this discussion.
Information Reporting and Backup Withholding
In general, unless a U.S. Holder belongs to a category of certain exempt recipients (such as corporations),
information reporting requirements will apply to distributions as well as proceeds of sales from the sale of shares
of the Company that are effected through the U.S. office of a broker or the non-U.S. office of a broker that has
certain connections with the United States. Backup withholding may apply to these payments if a U.S. Holder
fails to provide a correct taxpayer identification number or certification of exempt status, fails to report in full
dividend and interest income or, in certain circumstances, fails to comply with applicable certification
requirements. Any amounts withheld under the backup withholding rules will be allowed as a refund or credit
against a U.S. Holder’s U.S. federal income tax, provided the U.S. Holder furnishes the required information to
93
the IRS in a timely manner. Other filing requirements may also apply. U.S. Holders should consult with their
own tax advisors concerning their particular reporting requirements.
U.S. Holder’s should consult with their tax advisors to determine if holding common shares in the Company
will create any other disclosure or reporting requirements for U.S. tax purposes.
Documents on Display
Any of the documents referred to above can be viewed at the registered office of the Company located at 1177
West Hastings Street, Suite 1710, Vancouver, British Columbia, Canada, V6E 2L3.
This Annual Report and the Company’s recent 6-K filings can be viewed on the U.S. Securities and Exchange
Commission’s EDGAR web-site at www.sec.gov./edgar/searchedgar/companysearch.html.
Item 11. Quantitative and Qualitative Disclosures about Market Risk
Exchange Rate Risk
The Company’s primary mineral exploration properties are located in Mexico. As a Canadian company,
Almaden’s cash balances are kept primarily in Canadian funds, while many exploration and property expenses
are denominated in U.S. dollars or the Mexican peso. Therefore, the Company is exposed to some exchange rate
risk. The Company considers the amount of risk to be manageable and does not currently, nor is likely in the
foreseeable future to, conduct hedging to reduce its exchange rate risk. A 10% change in the U.S. dollar exchange
rate relative to the Canadian dollar would change the Company’s net loss by $159,000. A 10% change in the
Mexican peso exchange rate relative to the Canadian dollar would change the Company’s net loss by $4,000.
Interest Rate Risk
The Company has no derivative financial instruments or other debt bearing variable interest rate instruments. The
Company is exposed to varying interest rates on its cash and cash equivalents. A 1% change in the interest rate
would change the Company’s net loss by $9,000.
Item 12. Description of Securities Other than Equity Securities
Not Applicable
Item 13. Defaults, Dividend Arrearages and Delinquencies
Not Applicable
PART II
Item 14. Material Modifications to the Rights of Securities Holders and Use of Proceeds
Not Applicable
Item 15. Controls and Procedures
Disclosure Controls and Procedures
The Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls
and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended, or
“Exchange Act”) as of December 31, 2019. This evaluation was conducted under the supervision and with the
participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer.
Based upon this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded
that, as of December 31, 2019, the Company’s disclosure controls and procedures were effective to provide
reasonable assurance that information required to be disclosed by the Company in reports filed or submitted under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules
and forms. The Company also concluded that its disclosure controls and procedures are effective to provide
reasonable assurance that information required to be disclosed in the reports filed or submitted under the Exchange
Act is accumulated and communicated to its management, including the Company’s Chief Executive Officer and
94
Chief Financial Officer, to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over
financial reporting for the Company. Internal control over financial reporting is a process designed by, or under
the supervision of, the Company’s principal executive and principal financial officers and effected by the
Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with IFRS as issued by IASB.
Because of the inherent limitations of internal control over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may not be
prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal
control over financial reporting to future periods are subject to the risk that the controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management assessed the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2019. In making this assessment, the Company’s management used criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated
Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Based on its assessment, management concluded that, as of December 31, 2019, the Company’s internal
control over financial reporting was effective.
There were no changes in the Company’s internal control over financial reporting that occurred during the year
ended December 31, 2019 that has materially affected, or that is reasonably likely to materially affect, the
Company’s internal control over financial reporting.
Attestation Report of the Registered Accounting Firm.
This Annual Report on Form 20-F does not include an attestation report of the Company’s registered public
accounting firm regarding internal control over financial reporting. Management’s report was not subject to
attestation by the Company’s registered public accounting firm pursuant to the rules of the Securities and
Exchange Commission that permit the Company to provide only management’s report in this Form 20-F Annual
Report.
Item 16A. Audit Committee Financial Expert
The Company’s Board of Directors has determined that Mr. Mark T. Brown is the Company's audit committee
financial expert. Mr. Brown has extensive business and financial experience. He has served as a director of a
number of other publicly traded companies over the past 20 years, and currently serves as a director of eight other
publicly traded mineral exploration companies. Mr. Brown is independent as defined by Section 803(A) of the
NYSE American Listing Standards.
Item 16B. Code of Ethics
The Company adopted several codes of conduct, including a Code of Business Ethics, a Code of Business Conduct
Ethics for Directors, a Communications Policy and an Audit Committee Charter. These initial codes were filed
with the 20-F Annual Report for the fiscal year ended December 31, 2003 as filed with the U.S. Securities and
Exchange Commission on May 11, 2004. After review, the Company has adopted revised and new codes as
follow: Audit Committee Charter, Nominating and Corporate Governance Committee-Responsibilities and
Duties, Compensation Committee-Responsibilities and Duties, Code of Business Ethics, Code of Business
Conduct and Ethics for Directors, Communications Policy, Securities Trading Policy, Whistleblowers Policy and
a Privacy Policy
the Company’s website at
www.almadenminerals.com. The Codes may also be viewed as filed on EDGAR as an exhibit to the 2005 20-F
Annual Report filed with the Commission on March 30, 2006. Any amendments to the Codes or waivers of the
provision of any Codes will be posted on the Company’s website within 5 business days of such amendment or
waiver.
(the “Codes”). The Codes may be viewed on
The Company has adopted a Code of Business Conduct and Ethics for Directors (“Code”), a Code of Business Ethics
(“COBE”), a Securities Trading Policy and a Privacy Policy. Employees and consultants are required as a term of
95
employment or engagement to undertake to abide by the COBE. Directors are bound to observe the Code adopted by
the Board.
All Directors, Officers and Employees (“Individuals”) sign a Certification (“Certification”) stating they have read the
Code of Business Ethics policy (“Policy”) of the Company and have complied with such Policy in all respects. The
Certification further acknowledges that all members of the Individual’s family, all other persons who live with the
Individual and all holding companies and other related entities of the Individual and all such persons or companies
acting on behalf of or at the request of any of the foregoing also complied with such Policy. The Certification also
states that any violation of such Policy may constitute grounds for immediate suspension or dismissal.
Each director is expected and required by statute to act honestly and in good faith with a view to the best interests
of the Company and to exercise the care, diligence and skill that a reasonably prudent individual would exercise
in comparable circumstances and in accordance with the Business Corporations Act (British Columbia) and the
Company’s Articles.
Item 16C. Principal Accountant Fees and Services
Audit Committee's pre-approval policies and procedures
The Audit Committee nominates and engages the independent auditors to audit the financial statements, and
approves all audit services, audit-related services, tax services and other services provided by Davidson &
Company LLP. Any services provided by Davidson & Company LLP that are not specifically included within
the scope of the audit must be preapproved by the Audit Committee prior to any engagement. The Audit
Committee is permitted to approve certain fees for audit-related services, tax services and other services before
the completion of the engagement.
Table No. 19 lists the aggregate fees billed or estimated for each of the last two fiscal years for professional
services rendered by the principal accountant for the audit of the Company’s annual financial statements or
services that are normally provided by the accountant in connection with statutory and regulatory filings or
engagements for those fiscal years.
Table No. 19
Principal Accountant Fees
Audit fees
Audit-related fees
Tax fees
All other fees
December 31,
2019
$40,000
20,469
-
-
December 31,
2018
$38,000
2,800
-
-
Fiscal 2019 and Fiscal 2018 audit fees relate to the annual audit of the Company’s consolidated financial
statements, effectiveness of the Company’s internal control over financial reporting and review of the Form 20-
F. Audit-related fees relate to accounting advisory services. Tax fees relate to the completion of income tax
returns and tax consulting services. Other fees relate to services other than audit fees, audit-related fees, and tax
fees described above.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Not applicable.
Item 16F. Change in Registrant’s Certifying Accountant
Not applicable.
Item 16G. Corporate Governance
The Company’s class of common shares is listed on the NYSE American and the Toronto Stock Exchange. Under
the rules of the NYSE American, listed companies are generally required to have a majority of their Board of
Directors be “independent” as defined by the NYSE American Company Guide Rules. Currently, as permitted
96
under applicable Canadian regulations, the Company’s Board consists of 7 directors, of which 5 are considered
to be “independent.” In the opinion of management, the Company’s corporate governance practices do not differ
in any significant way from those required of U.S. domestic companies listed on the NYSE American.
Item 16H. Mine Safety Disclosure
Not applicable.
Item 17. Financial Statements
PART III
The Company has provided financial statements pursuant to Item 18 of this Form 20-F.
Item 18. Financial Statements
The Company’s consolidated financial statements and notes thereto are expressed in Canadian Dollars (CDN$)
and are prepared in accordance and compliance with International Financial Reporting Standards (“IFRS”) as
issued by the International Accounting Standards Board (“IASB”).
Item 19. Exhibits
A. The financial statements and notes thereto as required under Item 18 are attached hereto and found
immediately following the text of this Annual Report.
Audited Financial Statements
Independent registered Public Accounting Firm reports on the consolidated financial statements, dated March
26, 2020
Consolidated statements of financial position at December 31, 2019 and 2018
Consolidated statements of comprehensive loss for the years ended December 31, 2019, 2018 and 2017
Consolidated statements of changes in equity for the years ended December 31, 2019, 2018 and 2017
Consolidated statements of cash flows for the years ended December 31, 2019, 2018 and 2017
Summary of significant accounting policies and other explanatory information
B. Index to Exhibits
1.
1.1
2.
3.
4.
4.1
4.2
Certificate of Amalgamation
Amalgamation Agreement
- Incorporated by reference to the Company’s Form 20-F Annual Report for the year ended December 31,
2001, as filed with the Commission on May 17, 2002.
Articles
- Incorporated by reference to the Company’s Form 20-F Annual Report for the year ended December 31,
2005, as filed with the Commission on March 30, 2006.
Instruments defining the rights of holders of equity or debt securities being registered
- Refer to Exhibit No. 1.
Voting trust agreements. The Voting Trust Agreement dated December 17, 2009 between Ernesto Echavarria,
as grantor, and Messrs Duane and Morgan Poliquin, as voting trustees.
- Incorporated by reference to the Company’s Form 20-F for the year ended December 31, 2013 and filed with
the Commission on March 31, 2014.
Executive Compensation Contract dated January 29, 2013 with Hawk Mountain Resources Ltd.
- Incorporated by reference to the Company’s Form 20-F for the year ended December 31, 2012 and filed with
the Commission on March 28, 2013.
Executive Compensation Contract dated January 29, 2013 with Morgan Poliquin
- Incorporated by reference to the Company’s Form 20-F for the year ended December 31, 2012 and filed with
the Commission on March 28, 2013.
Assignment of Rights Agreement dated March 11, 2013 with Don David Gold Mexico, S.A. de C.V.
- Incorporated by reference to the Company’s Form 20-F for the year ended December 31, 2013 and filed with
the Commission on March 31, 2014.
97
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
5.
6.
7.
8.
9.
Sale and Purchase Agreement dated June 20, 2013 with Tarsis Resources Ltd.
- Incorporated by reference to the Form 6-K and filed with the Commission on June 20, 2013.
Amendment Agreement dated November 26, 2013 with Candymin, S.A. de C.V. and Mr. Charlie Warren
- Incorporated by reference to the Company’s Form 20-F for the year ended December 31, 2013 and filed with
the Commission on March 31, 2014.
Arrangement Agreement dated May 11, 2015 in connection with the Company’s statutory Plan of Arrangement
with Almadex and filed with the Commission on March 31, 2016.
Administrative Services Agreement between the Company and Almadex Minerals Limited dated May 15, 2015
and filed with the Commission on March 31, 2016.
First Amending Agreement to the May 15, 2015 Administrative Services Agreement between the Company and
Almadex Minerals Limited dated December 16, 2015 and filed with the Commission on March 31, 2016.
Termination Agreement effective December 31, 2015 between the Company and Hawk Mountain Resources
Ltd. and filed with the Commission on March 31, 2016.
Executive Employment Contract between the Company and Duane Poliquin dated effective January 1, 2016
and filed with the Commission on March 31, 2016.
Deloitte Letter to the Securities and Exchange Commission dated March 29, 2016 and filed with the
Commission on March 31, 2016.
Amending Agreement dated April 1, 2016 to the Executive Compensation Contract with Morgan Poliquin
dated January 29, 2013 and filed with the Commission on March 30, 2017.
Amending Agreement dated April 1, 2016 to the Executive Employment Contract with Duane Poliquin dated
January 1, 2016 and filed with the Commission on March 30, 2017.
Amending agreement to the Executive Compensation Contract with Morgan Poliquin dated January 1, 2019
and filed with the Commission on March 15, 2019.
Amending agreement to the Executive Compensation Contract with Duane Poliquin dated January 1, 2019 and
filed with the Commission on March 15, 2019.
Administrative Services Agreement between the Company and Almadex Minerals Ltd. (formerly 1154229 B.C.
Ltd.) dated March 29, 2018 and filed with the Commission on March 15, 2019.
Gold Loan Agreement between the Company and Almadex Minerals Ltd. dated effective May 14th, 2019.
List of foreign patents – N/A
Calculation of earnings per share – N/A
Explanation of calculation of ratios – N/A
List of subsidiaries
Statement pursuant to the instruction to Item 8.A.4, regarding the financial statement filed in registration
Statements for initial public offerings of securities – N/A
10.
Any notice required by Rule 104 of Regulation BTR – N/A
Audit Committee Charter
Nominating and Corporate Governance Committee-Duties and Responsibility
Compensation Committee-Responsibilities and Duties
Code of Business Ethics
Code of Business Conduct and Ethics for Directors
Communications Policy
Securities Trading Policy
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11.1
11.2
11.3
11.4
11.5
11.6
11.7 Whistleblower Policy
Privacy Policy
11.8
- Incorporated by reference to the Company’s Form 20-F Annual Report for the year ended December 31,
2005, as filed with the Commission on March 30, 2006.
Shareholder Rights Plan dated April 13, 2011, as amended and reconfirmed at the 2017 Annual General
Meeting
- Incorporated by reference to the Form 6-K filed with the Commission on April 15, 2011.
11.9
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11.10 Amended Advance Notice Policy dated January 28, 2013, as amended May 1, 2015 as filed with the
Commission on March 29, 2018.
11.11 Amended Majority Voting Policy – adopted by the Board of Directors on May 7, 2013, as amended effective
May 15, 2017 as filed with the Commission on March 29, 2018.
12.1
12.2
13.1
13.2
Certification of CEO Pursuant to Securities Exchange Act, Rules 13a-14 and 15d-14 as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
Certification of CFO Pursuant to Securities Exchange Act, Rules 13a-14 and 15d-14 as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
Certification of CEO Pursuant to the Sarbanes-Oxley Act, 18 U.S.C. Section 1350, As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Certification of CFO Pursuant to the Sarbanes-Oxley Act, 18 U.S.C. Section 1350, As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
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SIGNATURE
The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly
caused and authorized the undersigned to sign this Annual Report on its behalf.
Almaden Minerals Ltd.
Registrant
Dated: March 26, 2020
By /s/Morgan Poliquin
Morgan Poliquin, CEO
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