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Conroy Gold and Natural Resources plcUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 20-FREGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934ORANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934ORSHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company report For the transition period from _____________________ to ____________________Commission file number 001-32702ALMADEN MINERALS LTD.(Exact name of Registrant as specified in its charter)British Columbia, Canada(Jurisdiction of incorporation or organization)1333Johnston Street, #210, Vancouver, British Columbia V6H3R9 (Address of principal executive offices)Korm Trieu, ktrieu@almadenminerals.com, 1333Johnston Street, #210, Vancouver, BC V6H3R9 (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 classTrading symbolName of each exchange on which registeredCommon shareswithout Par ValueAAUNYSE AmericanSecurities 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 2Indicate the number of outstanding shares of each of the issuer’s classes of capital or common sharesas of the close of the period covered by the annual report.137,221,408Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes NoIf 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 NoIndicate 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 NoIndicate 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 NoIndicate by check mark whetherthe 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 whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. 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 issuedOther by the International Accounting Standards Board 3If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.Item 17 Item18If 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).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 planconfirmed by a court.Yes No 4TABLE OF CONTENTSPageGlossary of Geologic and Mining Terms5Notes Concerning Terminology Related to Resources and Reserves12 Cautionary Note to U.S. Investors Regarding Mineral Resource and Mineral Reserve Estimates15 Cautionary Note Regarding Forward-Looking Statements16 PART IItem 1Identity of Directors, Senior Management and Advisers17 Item 2Offer Statistics and Expected Timetable17 Item 3Key Information17 Item 4Information on the Company26 Item 5Operating and Financial Review and Prospects46 Item 6Directors, Senior Management and Employees52 Item 7Major Shareholders and Related Party Transactions78 Item 8Financial Information80Item 9The Offer and Listing83 Item 10Additional Information86 Item 11Quantitative and Qualitative Disclosures About Market Risk96 Item 12Description of Securities Other than Equity Securities96 PART IIItem 13Defaults, Dividend Arrearages and Delinquencies96 Item 14Material Modifications to the Rights of Security Holders andUse of Proceeds96 Item 15Controls and Procedures96 Item 16AAudit Committee Financial Expert97 Item 16BCode of Ethics97 Item 16CPrincipal Accountant Fees and Services98 Item 16DExemptions from the Listing Standards for Audit Committees98 Item 16EPurchase of Equity Securities by the Issuer and Affiliated Purchasers98 Item 16FChange in Registrant’s Certifying Accountant98 Item 16GCorporate Governance98 Item 16HMine Safety Disclosure98 PART IIIItem 17Financial Statements98 Item 18Financial Statements99 Item 19Exhibits99 Signatures102 5Glossary of Geologic and Mining TermsAdularia: 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 latitewith increasing alkali feldspar content, and into dacitewith more alkali feldspar and quartz. It was named by Buch in 1826 from the Andes Mountains, South America.Anomalous: A geological feature, often subsurface, distinguishedby 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 characterizedby the alterationof 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. 6Cleavage: 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 sometimesalong 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 theprecipitation 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. 7Feldspar: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 coloredsilicate 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 mixedin 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 thephysical 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 meterson 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 solutionitself. “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. 8Induced 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 igneousrock 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 drillholes.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 geneticallyand 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 arecorrectly 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. Pertainsto 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 notqualify as a commercially mineable 9ore 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 43-101or NI 43-101: Arule 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 coversoral 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 expensessometimes 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 costsand 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 issuancesor both to the optionor or by exploring, developing or producing from the optionor’s propertyor 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 neighboringsamples 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 225million 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. 10Pyroclastic 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 doesnot 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 finegrained 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 dykeor 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 minerals such as orthoclase feldspar (KAlSi3O8) or hornblende (Ca2Na(Mg,Fe)4(Al,Fe,Ti)Si8)22(OH)2).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. 11Stock: An igneous intrusive body of unknown depth with a surfaceexposure 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 sulphidationepithermal 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 AbbreviationsAg: SilverAg g/t:Silver grade measured in grams per metric tonConverts to ounces per ton by dividing by 34.286Au: GoldAu g/t:Gold grade measured in grams per metric tonConverts to ounces per ton by dividing by 34.286Cu: Copperg/t:grams per tonneIP:Induced Polarization geophysical surveymasl: meters above sea levelMPa:Megapascalor one million pascals.NGO:Non-governmentalorganizationNSR: net smelter returnsroyaltyOz: Troy ouncePa:one pascalQA/QC: Quality Assurance/Quality Controltpd: Tonnes per dayton: Short ton (2,000 pounds)tonne: Metric ton (1000 kilograms -2204.62 pounds) 12NOTES CONCERNING TERMINOLOGY RELATED TO RESOURCES AND RESERVESPlease see “CAUTIONARY NOTE TO U.S. INVESTORS REGARDING MINERAL RESOURCE ANDMINERAL 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 43-101Standardsof Disclosure for Mineral Projects(“NI 43-101”), to have the meanings ascribed to those terms bythe Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM") as the CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Councilin August 2000, as amended. On November 14, 2004,November 27, 2010and 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. The current version of the CIM Definition Standards, adoptedby CIM Council on May 10, 2014, includes further editorial changes required to maintain compatibility with the 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”.DefinitionsQualified PersonMineral Resource and Mineral Reserve estimates and any supportingtechnical 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 accreditationin an area of geoscience, or engineering, relating to mineral exploration or mining, with at least five years of experience in mineral exploration, mine development or operation or mineral project assessment, or any combination of thesethat is relevant to his or her professional degree or area of practice; has experience relevant to the subject matter of the mineralproject 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 13documentation, which has been prepared in whole or in part by others, is satisfied that the other contributors are 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 Preliminary Economic Assessment is a study, other than a Pre-Feasibilityor Feasibility Study, thatincludes 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 stagewhere 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 ifall or part of the Mineral Resource may be classified as a Mineral Reserve.Feasibility StudyA Feasibility Study is a comprehensive technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments of applicable considerations used to convert Mineral Resources to Mineral Reserves (such considerations being definedas “Modifying Factors”, and including, but not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors) 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 InformationExploration 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 recognizedthat 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 ResourceA 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 Modifying 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 Measuredcategories. 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 14Mineral Resource but a lower level of confidence than a Measured Mineral Resource, and may only be converted to a Probable Mineral Reserve.A Measured Mineral Resource hasa 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 ResourceAn 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 ResourceAn “Indicated Mineral Resource” is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristicscan be estimated with a level of confidence sufficient to allow the appropriate application ofModifying Factors in sufficient detailto 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 asoutcrops, 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 Resourcecategory 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 ResourceA “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 appropriateapplication ofModifying Factorsto supportdetailedproduction planning and final 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 or quality 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 or quality 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 ReserveMineral 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 and/or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on Modifying 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 minedor extracted. Mineral Reserves are those parts of Mineral Resources which, after the application of all mining factors, result in an estimated tonnage and grade which, inthe opinion of the Qualified Person(s) making the estimates, is the basis of an economically viable project after taking account of all relevant Modifying Factors. Mineral 15Reserves 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 ReserveA “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 Modifying Factors that demonstrate, at the time of reporting, that economic extraction can be justified.Proven Mineral ReserveA “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 Modifying 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 ANDMINERAL RESERVE ESTIMATESAs 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 andthe CIM DefinitionStandards. 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 whichcould 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 accordance with NI43-101 and the CIM Definition Standards and required to be used by NI 43-101. However, theseterms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used inreports 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. “IndicatedMineral Resource” and “Inferred Mineral Resource” have a great amount of uncertainty as to theirexistence, and great uncertainty as to their economic and legalfeasibility. It cannot be assumed that all, orany part, of an Indicated Mineral Resource or an Inferred Mineral Resource will ever be upgraded to ahigher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis ofFeasibility or Preliminary Feasibility studies, except in rare cases. Investors are cautioned not to assumethat 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 herewithor incorporated by reference herein contain descriptions of mineral deposits that may not becomparable to similar information made public by U.S. companies subject to the reporting and disclosurerequirements under U.S. federal securities laws and the rules and regulations promulgatedthereunder.Further, the term “mineralized material” as used in this Annual Report on Form 20-F does not indicate “reserves” by SEC standards. We cannot becertain that mineralized material will ever be confirmed or converted into SEC IndustryGuide 7 compliant "reserves". Investors are cautioned not to assume that mineralized material will ever be confirmed or converted into reserves orthat mineralized material can beeconomically or legally extracted. 16Conversion TableMetric / Imperial1.0 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/tonUnless otherwise indicated, all dollar ($) amounts referred to herein are in Canadian dollars.CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSStatements 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 areforward-looking statementswithin the meaning of U.S. and Canadian securities legislation and the U.S. Private Securities Litigation Reform Act of 1995that involve risks and uncertainties. Such forward-lookingstatements include, but are not limited to, statementsregarding 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 plans to re-submit a revised MIA to Secretaría de Medio Ambiente y Recurso Naturales’ (“SEMARNAT”); the potential timing of the MIA resubmission; the Company’s belief that Ixtaca will, long after final closure, make meaningful and enduring positive contributionsto 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 forecastsof future results, estimates of amounts not yet determinable and assumptions of management. Statementsconcerning 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 encounteredif a property is developed, and in the case of Mineral Reserves, such statements reflect the conclusionbased on certain assumptions that the mineraldeposit can be economically exploited. Any statements thatexpress 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 phrasessuch 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 similarexpressions) be taken, occur or be achieved) are not statements of historical fact and may be forward-lookingstatements. 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 Companyto differ materially from those expressed orimplied by the forward-looking statementsand forward-looking information. Some of the important risks,uncertainties and other factors that couldaffect forward-looking statements and forward-looking information include, but are not limited to,thosedescribed further in the sections entitled “ITEM 3. KEYINFORMATION -Risk Factors”, “ITEM 4. INFORMATION ON THE COMPANY-Business Overview”,“ITEM 4. INFORMATION ON THE COMPANY –PrincipalPropertyInterests” and “ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS” and in the exhibits attached to thisAnnual Report on Form 20-F.Should one or more of these risks, uncertainties and other factors materialize, or shouldunderlying assumptions prove incorrect, actual results may vary materially from those described inthe Company’s forward-looking statementsor 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 andopinions 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 undertakeany obligation topublicly update forward-looking statements or forward-looking information contained herein to reflect events orcircumstances afterthe 17date hereof, except as required by law. For the reasons set forth above, investors should not place unduerelianceon forward-looking statements.Forward-looking statements and other information contained herein concerning the mining industry and theCompany’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 misstatementsregarding 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 beenprovided 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.govfor further, more detailed information concerning these matters.PART IItem 1. Identity of Directors, Senior Management and AdvisorsNot applicableItem 2. Offer Statistics and Expected TimetableNot applicableItem 3. Key InformationThe following selected financial data of the Company for Fiscal 2020, Fiscal 2019, and Fiscal 2018ended December 31st was derived from the consolidated financial statements of the Company included elsewhere in thisAnnual Report on Form 20-F. The selected financial data set forth for Fiscal 2017and Fiscal 2016ended 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 andother 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 2of theconsolidated financial statements. 18Table No. 1Selected Financial DataInternational Financial Reporting Standards (“IFRS”)(expressed in thousands of Canadian dollars, except share and per share data)YearYearYearYearYearEndedEndedEndedEndedEnded12/31/202012/31/201912/31/201812/31/201712/31/2016Revenues$ -$ -$ -$ -$ -Other Income (loss)1,7026781,190468444Net loss and comprehensive loss(3,129)(3,763) (3,512)(5,231)(4,024)Basic net (loss) income per common share(0.03)(0.03)(0.03) (0.05)(0.05)Diluted net (loss) income per common share(0.03)(0.03)(0.03) (0.05)(0.05)Weighted average shares (000)117,264111,727107,58495,87382,323Working capital3,0831,7484,35716,0659,293Exploration and evaluation assets58,60656,973 54,67844,80435,985Net assets71,17868,585 71,36564,73045,221Total assets76,44974,06473,92866,80347,514Capital stock131,190127,022127,022118,05495,290Dividends declared per share-----Canadian/U.S. Dollar Exchange RatesIn 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.TableNo. 2Canadian Dollar/U.S. Dollar Exchange Rates for Five Most Recent Financial YearsAverageHighLow CloseFiscal Year Ended 12/31/2020$1.34$1.45$1.27$1.27Fiscal Year Ended 12/31/20191.331.361.301.30Fiscal Year Ended 12/31/20181.301.361.231.36Fiscal Year Ended 12/31/20171.301.371.211.25Fiscal Year Ended 12/31/20161.321.461.251.34Table No. 3Canadian Dollar/U.S. Dollar Exchange Rates for Previous Six MonthsSeptember2020October 2020November2020December2020January2021 February2021 High $1.34 $1.33 $1.33$1.30 $1.28$1.28Low1.31 1.311.30 1.271.261.25The exchange rate was CDN$1.26/US$1.00on March26,2021. 19Risk FactorsGeneral Risk Factors Attendant to Resource Exploration and DevelopmentResource 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 or mining operation will result 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 arrangementsandthrough the sale of an inventory of gold. A commercially viable ore deposit and mining operation 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 fromthe disposition of the properties.Uncertainty in Commercially Mineable Ore DepositsThere 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 Flowand Assurance of Profitability; Need for Additional CapitalThe 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$3,129,368 in Fiscal 2020, $3,763,075in Fiscal 2019, and $3,511,667in Fiscal 2018.The Company currently has no revenues from operations as all of its properties and prospects are in the developmentstage. There is no assurance that the Company will receive revenues from operations at any time in the near future. During Fiscal 2020, 2019and 2018, the Company earnedinterest income and other income from Administrative service fees charged to Azucar Minerals Ltd.(“Azucar”)and Almadex MineralsLtd. (“Almadex”).At December 31, 2020, the Company had working capital of $3,082,986including cash andcash equivalents of $2,534,698. Management estimates that the current cash position and expected futurecash 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 2021 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 2021, the Company may require additional capital in order toremain 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 itsshares since incorporation and the Company does not anticipate doing so in the foreseeable future. 20Uncertainty of Obtaining Additional Funding RequirementsIf the Company’s explorationand 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 developmentthereof.Failure to obtain additional financing on a timely basis could causethe 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 ShareholdersThe Company’s plan of operation, in part, contemplates the financing of the conduct of its business by the issuance,forcash,of equity securities of the Companyor incurring debt, or a combination of the two. Any transaction involving the issuance of previously authorized but unissued shares ofcommon shares, or securities convertible into common shares, would result in dilution, possibly substantial, to present and prospective holders of common shares. 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 WarrantsAs of March26, 2021, there were share purchase options outstanding allowing the holders of these options to purchase 11,242,000 shares of the Company’s common sharesand warrants allowing the holders of these warrants to purchase 21,732,735shares of the Company’s common shares. Directors and officers of the Company in the aggregate hold 9,062,000 of these share purchase options and 608,703of these warrants. An additional 2,180,000 share purchase options are held by employees and consultants of the Company. Given the fact that as of March26, 2021 there were 137,221,408shares of common sharesoutstanding, 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 24%.Volatilityof Share PriceMarket prices for shares of early stage companies are often volatile. Factorssuch 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 ProfitThe 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 timeand 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 regulationsThe 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.Failure to comply with applicable laws and regulations may result in civil or criminal fines or penalties or 21enforcement 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.On December 21, 2020, the Company announced that it received notification from the Mexican federal permitting authority, SEMARNAT, that the Company’sinitial environmental permit application (“MIA”), a required permit in order to proceed to construction and operation of the Ixtaca Project, did not receive approval. The Company originally submitted the MIA in early 2019.There is no assurance that any future MIA permit application will be successful. Such an application may be subject tochallenge or litigation by thirdparties, which may delay any decision in respect of the MIA application or which may inhibit the Company’s ability to proceed with the Ixtaca Project even in the event of a positive outcome to the MIA application. Under Mexican law, in addition to the MIA permit, a number of additional permits from Federal, State, and Municipal authorities, including a Change of Use of Land permit, an explosives permit, a water usage permit, and permits relating to powerline construction and electrical use, among others, will be required in order to proceed to construction and operation of the Ixtaca Project. Almaden reiterates its commitment to comply with Mexican law.Political, economic and social environmentThe Company’s mineral properties may be adversely affected by political, economicand 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 couldpotentially 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, incometaxes, 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 butoften 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 ComplianceThe 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 22in respect of such projects.Therefore, consultation with indigenous communities by Mexican authorities and the Company may be required for the Ixtaca Project.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 Mexicocreatesa 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 could be challenged by or on behalf of indigenous peoples. Such challenges may result in, without limitation, additional expenses with respect to the Company’s operations, thesuspension, 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 perceivedDamage 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 ultimatelyhave 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 advanceits 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 businessDue 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, andthe 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 propertiesWhile 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 23discussed in Item 8 under the heading “Legal Proceedings”.There are significant risks that the outcome of the Amparo proceedings may not be known for an extended period of time, and if the Mineral Title disputeis not decided in a manner favourable to the Company, the Company may lose the ownership of some or all of its mineral claims.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. Even in the event that the Company has 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 suchaccess, 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.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. Impact of COVID-19 Pandemic The Company’s business could be significantly adversely affected by the effects of a widespread global outbreak of contagious disease, including the recent outbreak of respiratory illness caused by COVID-19. The Company cannot accurately predict the impactCOVID-19 will have on third parties’ ability to meet their obligations with the Company, including due to uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In particular, the continued spread of COVID-19 globally could materially and adversely impact the Company’s business including without limitation, employee health, limitationson travel, the availability of industry experts and personnel, restrictions to planned exploration and drill programs, receipt of necessary government approvals, regulatory compliance,and other factors that will depend on future developments beyond the Company’s control. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries (including those in which the Company operates), resulting in an economic downturn that could negatively impact the Company’s operations and ability to raise capital.Environmental ComplianceThe 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 24include 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 DepositThe properties and prospects in which the Companyhas an interest are notin 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 EstimatesThere are numerous uncertainties inherent in estimating proven and probable reservesand 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 limitedto, 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 PersonnelThe 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.Conflict of InterestSome 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 Trieualso serve as directorsand/or officersof AzucarMinerals Ltd. and Almadex Minerals Ltd. Gerald Carlson also serves as a director and the Executive Chairman 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.,andStrategem Capital Corp.He is also a Director and CEO of Mich Resources Ltd.Elaine Ellingham also serves as a director of Alamos Gold Inc.,Blue Thunder Mining Inc.79North Inc. and Omai Gold Miners Corp.These associations may give rise from time to time to conflicts of interest, as a result ofwhich, the Company may miss the opportunity to participate in certain transactions.Foreign OperationsThe Company currently has developmentprojects located in Mexico. The Company’s foreign activities are subject to the risksnormally 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 ofwar and civil disturbances, or other risksthat 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 TaxesIn October 2013, the Mexican Congress approved a package of tax reforms which included significant changes 25to the country’s mining royalties and tax structure. These new laws hadan 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. Thesenew taxes and royalties, any future increases to tax and royalty rates, or any new taxes imposed by the Mexican governmental authoritiesmay 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 FluctuationsAt the present time, a majority ofthe 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 IndustryMining 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 damageor 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 GrowthShould the Company besuccessful 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. 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.CompetitionThere 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 PolicyThe 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.ESTMA RisksThe Extractive Sector Transparency Measures Act (Canada) (“ESTMA”) requires public disclosure of certain payments to governments by companies engaged in the commercial development of minerals which are publicly listed in Canada. Mandatory annual reporting is required for extractive companies with respect to payments made 26to foreign and domestic governments, including aboriginal groups. ESTMA requires reporting on the payments of any taxes, royalties, fees, production entitlements, bonuses, dividends, infrastructure reporting or structuring payments to avoid reporting. If the Company becomes subject to an enforcement action or is in violation of ESTMA, this may result in significant penalties or sanctions which may also have a material adverse effect on the Company’s reputation.Cybersecurity RisksAs is typical of modern businesses, the Company is reliant on the continuous and uninterrupted operation of its information technology (“IT”) systems. User access andsecurity of all Company sites and IT systems can be critical elements toitsoperations, as is cloud security, security of all of the Company’s IT systems, and protection against cybersecurity incidents. Any ITfailure pertaining to availability, access or system security could potentially result in disruption of the activities of the Company and itspersonnel,and could adversely affect thereputation, operations or financial performance of the Company.Potential risks to theCompany’s IT systems could includeunauthorized attemptsto extract business sensitive, confidential orpersonal information, denial of access extortion, corruption ofinformation or disruption ofbusiness processes,or by inadvertent or intentionalactions by the Company’s employees or vendors. A cybersecurity incidentresulting in a security breach or failure to identify a securitythreat could disrupt business and could result in the loss of sensitive, confidential or personal information or other assets, aswell as litigation, regulatory enforcement, violation of privacy or securities laws and regulations, and remediation costs, all of which couldmaterially impact the Company’s business or reputation.Foreign Incorporation and CivilLiabilitiesThe Company was created under amalgamation under the laws of the Province of British Columbia, Canada. With the exception of Laurence Morris, who is a resident of Nicaragua and a citizen of the United Kingdom,all of the Company’s directors and officers are residents of Canada, and allof the Company’s assets and its subsidiaries arelocated 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 judgmentsof 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 forU.S. investors.The Company could be classified as a Passive Foreign Investment Company (“PFIC”) under the United States tax code. If theCompany is a PFIC, then owners of the Company’s shareswho are U.S. taxpayers generally will be requiredto 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 aqualified electing fund ("QEF") election or a mark-to-marketelection with respect to the Company’s shares.Item 4. Information on the CompanyHistory andDevelopment of the CompanyThe head office of the Companyis located at 1333Johnston Street, Suite 210, Vancouver, British Columbia, Canada, V6H3R9. The address of the registered office of the Company is 1177West Hastings Street, Suite 1710, Vancouver, British Columbia, Canada, V6E 2L3.Computershares Investor Services Inc.,at its offices in Vancouver, B.C. and Toronto, Ontario,is the registrarand transfer agent of the Company’sCommon Shares.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 astatutory plan of 27arrangement (“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, 2002and 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 prospectusdated 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 StructureThe Company currently has three wholly-owned (direct or indirect) subsidiaries. These subsidiaries are: SubsidiariesJurisdictionNature of operationsPuebla Holdings Inc.CanadaHolding companyMinera Gorrion, S.A. de C.V.MexicoExplorationcompanyMolinos de Puebla, S.A. de C.V.MexicoHolding companyBusiness of the CompanyThe Company is engaged in the business of the acquisition, exploration and when warranted, development of mineral properties. The Company currently has one material property in Mexico. The Company's property is at the exploration and development stage. The Company has not generatedany revenues from operations.Corporate ReorganizationThe Company entered into an Arrangement Agreement dated May 11, 2015 involving thespinout, pursuant to a statutory Plan of Arrangement, of Almaden’s early stage exploration projects, royalty interests and other non-core assets into anew public company called Azucar(formerly Almadex Minerals Limited), which trades on the TSX Venture Exchange under the symbol “AMZ” and the OTCQXmarketplace 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 NSRson 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;•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: 28•Office space;•Executive personnel and human resources;•Geological technical support; and•Accounting and financial services.Azucar compensates the Company 60% (2019–40%) of the Company’s actual monthly cost of rent for any shared facilities, and 60% (2019–40%) 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, AlmadexMinerals Ltd. (“Almadex”). Consequent uponthis 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 compensatesthe Company 30% (2019 –20%)of the Company’s actual monthly cost of rent for any shared facilities, and 30% (2019 –20%)of any shared personnel’s fees and/or wages. Almadex paysthe Company any reasonable fees or costs incurred on behalf of Almadex by the Company which were approved by Almadex.Both the Agreementand the Almadex Agreement(together, the “Administrative Services Agreements”) haveinitial 5-year terms, with subsequent automatic 1-year renewals unless terminated pursuant to the terms permitted under the Administrative Services Agreements.The Administrative Services Agreementsincludea Change of Control clause. If either party is subject to a Change of Control during the term of therespectiveAdministrative Services Agreement, the Administrative Services Agreementshall 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’sengagement and significant disruption to the other party’sbusiness.“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 OverviewMaintaining propertiesThe following is a general statement about government requirements for holding mineral properties in the jurisdictions where the Company currentlyholds material mineral property interests.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 projectsare subject to Federal legal control. This control is exercised from the exploration phase through the closure phase of amining project. Prior to the initiation of exploration activities, concession owners are required to file anotice 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 usepermit from the Mexican Federal environmental agency 29SEMARNAT (Secretaria de Medio Ambiente yRecursos Naturales). This requires the presentation of an environmental impact manifest and a technicalstudywhich deals with the impacts, the environmental mitigation, and habitat compensation to thesatisfaction of the authorities having environmental jurisdiction.CompetitionThe mineral property exploration and development business, in general, is intensively competitive andthere is not any assurance that even if commercial quantities of ore are discovered, a ready market willexist for sale of same. Numerous factors beyond the Company’scontrol may affect the marketability of anysubstances discovered. These factors include market fluctuations; the proximity and capacity of naturalresource markets and processing equipment; and government regulations, including regulations relating toprices, taxes, royalties, land tenure, land use, importing and exporting of mineralsand environmentalprotection. The exact effect of these factors cannot be accurately predicted, but the combination of thesefactors may make it difficult for the Companyto receive an adequate return on investment.The Companycompeteswith many companies possessing greater financial resources and technical facilities for theacquisition of mineral concessions, claims, leases and other mineral interests as well as for therecruitment and retention of qualified employees.SeasonalityThe Company’s project is in central Mexico. In Mexico, the climate in the project areais marked by dry, cold winters and a distinct rainy season. The rainyseason typically begins in May or June and continues until late September to October. In most years,roadsremain passable and exploration can be done throughout the rainy season. Seasonal changes do not have a material impact on the Company’sexploration expenditures.Exploration Program ProtocolsGeneral Sample Handling and Quality Control Program for Exploration ProgramsThe 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 CustodySamples 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 HandlingSample 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, float and dump rock samplesare collected by geologists who record similarly ordered geologic information relating to the sample taken.BlanksBlank material, a sample of crushed and pulverized rock, known to contain very low or non-detectableconcentration of goldand silver, is inserted as a pulp into the sample stream on an interval of every 20 samples. Blanks are intended to detect possible contamination.DuplicatesDuring 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 duplicatesare then used to detect the 30cumulative uncertainties associated with the entire sampling and analytical process.StandardsDuring drill programs the Company routinely includes a certified standardinto the sample stream, spaced at 20 sample intervals. Certified standards are purchased from CDN Resource Laboratoriesof Langley, BCand 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 ProgramsCore Box PreparationPlastic 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 andthe 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 CoreBox MarkupOnce 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. Thecut line position is marked byfitting 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 LoggingBefore cutting and sampling the core, the following tables of data are entered into the Companydrillhole database system:Geotechnical Logging1. 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 drillrig for each shift.Geological Logging1. 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 31drill 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 SelectionAll 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 ProcedureAll 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.Company’s Principal Properties The Tuligtic Project, which hosts the Company’s Ixtaca discovery, is the only project material to the Company. The Tuligtic Projectproperty (the “TuligticProperty” or the “Property”)is located in Puebla State, Mexico.PRINCIPAL PROPERTYINTERESTSThe Tuligtic Property/Ixtaca Project–Mexico Location and AccessThe Ixtacadeposit, 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 40km 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 bedriven in approximately 1.5 hours. There is also access to the Tuligtic Property using gravel roads from the northeast via Tezhuitan and Cuyoaco, 32from the south via Libres and from the northwest via Chignahuapan. The XicohtencatlIndustrial complex lies 30 km southwest by paved road from the IxtacaProject, and houses agricultural, chemical, biomedicaland 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 Propertyis generally moderate to steep hills with incised stream drainages. Elevationranges 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 subsistencevegetables, 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 714mm 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 fromthe 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 1,139hectares, from numerous independent owners.Claims and TitleThe 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 NameClaim NumberArea (hectares)Valid Until DateCerro Grande21946911,202March 5, 2053Cerro Grande22334343,028February 23, 2059Total14,230On 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 33consultation 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 applicationsto 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 OriginalConcessions in May and June of 2017.Claim NameClaim NumberArea (hectares)Valid Until DateCerro GrandeR12454862,773.00March 5, 2053Cerro GrandeR3245488824.06March 5, 2053Cerro GrandeR4245489540.00March 5, 2053Cerro GrandeR5245490784.97March 5, 2053Cerro GrandeR6245491937.79March 5, 2053Cerro Grande2 R2245493652.00February 23, 2059Cerro Grande2 R3245494708.00February 23, 2059Total7,219.82In 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, and this decision was appealed by the Company in the upper (Collegiate) court in October, 2019.On December 21, 2018, the General Directorate of Mines issued a resolution, which has never been officially notified to the Company,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 issued a ruling in the Amparo case, stating 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.This ruling is being appealed by the Mexican Congress, Senate, Secretary of Economy and mining authorities, as well as Almaden as an interested party,and these appeals remain in process.On December 1, 2020, the Company announced that a Mexican court denied the appeal filed by the Company in October 2019 objecting to the reinstatement by the Mexican mining authorities of approximately 7,000 Ha of mineral claims surrounding the Ixtaca Project, which the Company had previously dropped. This court decision upheld the action of Mexican mining authorities that reinstated the Company’s Original Concessionsas the Company’s sole mineral claims over the Ixtaca Project,and leaving the New Concessionsthe Company was awarded in 2017 as held without effect. However, the decision also stated that the Company had the right to defend the New Concessions through the applicable legal procedures (which hasbeen initiated through the two Administrative Challenges referred to below).The Company initiated two Administrative Challenges against the Mexican mining authorities for revoking the Company’s lawfully reduced New Concessions. These challenges are based in part on Mexican legal advice that the Company cannot be forced to own mineral rights that it does not wish to own, and remain in process. The opinion of the Company’s Mexican counsel is that the New Concessions remain in force.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. 34It is important to note thatalthough the Company has sought to reduce its claim ownership to the New Concessions,and those initiatives remain in process through the Administrative Challenges,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 Item 8 below under the heading“Legal Proceedings”.Theclaimsowned by Almaden with respect to the Tuligtic Property areheld 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$997,000per 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 ZoneThe IxtacaProject 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 Mixtecoterrane, 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 hasbeenintensely 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 rocksare 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. 35In the Ixtaca deposit epithermal area of the Project, the limestone basement units are crosscut by intermediate 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 complexis 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 formationcarbonates (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 WorkTo the Company’s knowledge,no modern exploration has been conducted on theIxtacaProject prior to Almaden’s acquisition of claims during 2001and 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 36exploration identified both a porphyry copper and an epithermal gold target within an approximately 5 x 5km 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 ofthe 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 wasoptioned to Pinnacle Mines Ltd. in 2006 and the option agreement wasterminated 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 werecompleted, and in conjunction with the previous nine (9) IP lines, a 2 x 2.5km chargeability high anomaly, open to the west and south, wasdefined. 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 wasbased 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, wasinterpreted 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 ProjectGeology and Mineral ResourcesThe veining of Ixtaca epithermal system displays characteristics representative of low and intermediate sulphidation deposits. These include typical mill feed and gangue mineralogy (electrumAg-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 gradebanded epithermal veins. There is no disseminated mineralisation within thehost rock to the vein swarms, which is barren and unaltered limestone. To 37the northeast of the limestone hosted mineralisation, the Chemalaco zone, a 330 striking and west dippingvein zone hosted by shale, also forms part of the deeper resource.Rock Creek MillAlmaden entered into an option agreement to acquire the Rock Creek Mill in October 2015. The Rock Creek Mill is a completed mill that was located outside of Nome, Alaska and 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 andmaintenance.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 itsright and option under the option agreement and has purchasedthe 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 agreementUS$250,000PaidOn or before December 31, 2015US$250,000PaidOn or before March 31, 2016US$250,000PaidOn or before June 15, 2017US$2,000,000PaidOn or before June 15, 2018US$3,750,000PaidIn 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, which remains located in Nome, Alaska.The Rock Creek Mill has been incorporated into the cost estimates for the Ixtaca Feasibility Study.Amended Preliminary Economic AssessmentOn January 22, 2016, Almaden filed a NI 43-101 Technical Report titled "Preliminary Economic Assessment of the Ixtaca Project”, which providedfurther 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 remainedunchanged.The Amended PEA followedthe 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 focusedon 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 incorporatedthe optionedRock 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; 38•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.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 PFSwas filed on SEDAR on May 17, 2017and includedan updated resource model. The mine production schedule also includedthe optioned Rock Creek Mill while targeting higher grades earlier, usingsmaller, 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 Studywas filed on SEDAR on January 24, 2019and 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 $USunless 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 of1.9 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; 39•Elimination of tailings dam by using filtered tailings significantly reduces the project footprint and water usageCapital and Operating CostsInitial capital cost for the Ixtacagold-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)Mining22.2Process80.2Onsite Infrastructure24.3Offsite Infrastructure7.5Indirects, EPCM, Contingency and Owner’s Costs39.9Total174.2Expansion Capital Costs ($ millions)Mining$1.2Process$56.9Infrastructure$1.5Indirects, EPCM, Contingency and Owner’s Costs$5.0Total$64.5LOM Average Operating Costs ($)Mining costs$/tonne milled$15.2Processing$/tonne milled$10.5G&A $/tonne milled$1.1Total$/tonne milled$26.8Economic Results and SensitivitiesA summary of financial outcomes comparing base case metal prices to alternative metal price conditions are presented below. The Study base case prices are derived from current common peer usage, while the alternate cases consider the project’s economic outcomes at varying prices witnessed at some point over the three years prior to this study.Summary of Ixtaca Economic Sensitivity to Precious Metal Prices (Base Case is Bold)Gold Price ($/oz)11251200127513501425Silver Price ($/oz)1415.51718.520Pre-Tax NPV 5% ($million)229349470591712Pre-Tax IRR (%)35%46%57%67%77%Pre-Tax Payback (years)2.01.81.61.41.3After-Tax NPV 5% ($million)151233310388466After-Tax IRR (%)25%34%42%49%57%After-Tax Payback (years)2.62.11.91.71.5 40Mineral Resource EstimateOn January 31, 2013the 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 tablebelow. The data available for the resource estimation consisted of 649 drill holesassayed 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, 558intersected 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 Statementwith the Base Case 0.3 g/t AuEq Cut-Off highlighted from the8July 2018 Resource Statement. Also shown are the 0.5, 0.7 and 1.0 g/t AuEq cut-off results. AuEq calculationisbased on average prices of $1250/oz gold and $18/oz silver.Cautionary Note to U.S. Investors concerning estimates of Measured and Indicated ResourcesThis 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 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 ZoneMeasured,Indicated and Inferred Mineral Resource StatementMEASURED RESOURCEAuEq Cut-offTonnes > Cut-offGrade>Cut-offContained Metal x 1,000(g/t)(tonnes)Au (g/t)Ag (g/t)AuEq (g/t)Au (oz)Ag (oz) AuEq (oz)0.3043,380,0000.6236.271.1486250,5901,5910.5032,530,0000.7544.271.3978846,3001,4540.7025,080,0000.8851.711.6371141,7001,3121.0017,870,0001.0661.691.9560835,4401,118INDICATED RESOURCEAuEq Cut-offTonnes > Cut-offGrade>Cut-offContained Metal x 1,000(g/t)(tonnes)Au (g/t)Ag (g/t)AuEq (g/t)Au (oz)Ag (oz) AuEq (oz)0.3080,760,0000.4422.670.771,14558,8701,9940.5048,220,0000.5930.131.0291346,7101,5860.7029,980,0000.7437.791.2971536,4301,2401.0016,730,0000.9647.941.6551625,790888Cautionary Note to U.S. Investors concerning estimates of InferredResourcesThis section uses the term “inferred resources”. U.S. investors are advised that while this term is recognized and required by Canadian regulations, the 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 Resourcewill ever be upgraded to a higher 41category. Under Canadian rules, estimates of Inferred Mineral Resourcesmay 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.INFERRED RESOURCEAuEq Cut-offTonnes > Cut-offGrade>Cut-offContained Metal x 1,000(g/t)(tonnes)Au (g/t)Ag (g/t)AuEq(g/t)Au (oz)Ag (oz) AuEq (oz)0.3040,410,0000.3216.830.5641221,8707260.5016,920,0000.4425.430.8023713,8304360.707,760,0000.5733.801.061428,4302641.003,040,0000.7943.641.42774,270139Notes 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 AuEqCut-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/t3.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 EstimateMineral 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 ReservesTonnesDiluted Average GradesContained Metal(millions)Au (g/t)Ag (g/t)Au -'000 ozsAg -'000 ozsProven31.60.7043.571444,273Probable41.40.5130.767340,887TOTAL73.10.5936.31,38785,159•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. 42•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.Legal, political, environmental, or other risks that could materially affect the potential development of the Mineral Reserves are provided in this Form 20-F under the heading “Risk Factors”.Mine PlanThe 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. ProcessingThe 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 16th2018). 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. Oresorting pre-concentration increases the mill feed gold and silver grades by 32% and 31% respectively compared to run of mine (ROM) grades. The table belowshows ROM grades with ore sort waste removed from the ROM, and the resulting mill feed.Ore Sort Mill Feed grade improvementROMOre sort MillOreWasteFeedLimestonemillion tonnes51.518.832.7Au g/t0.5720.240.763Ag g/t37.512.052.2Black Shalemillion tonnes12.26.35.8Au g/t0.5170.250.806Ag g/t44.420.070.8Volcanicmillion tonnes9.4-9.4Au g/t0.790-0.790Ag g/t18.6-18.6TOTALmillion tonnes73.125.148.0Au g/t0.5910.240.773Ag g/t36.314.047.9Crushed 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. 43The gravity concentrate will be treated in an intensive leach unit with gold and silver recovered from electrowinning cells.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 belowfor each ore type.Average Life of Mine Process Recoveries from Mill Feed GoldSilverLimestone88.5%86.8%Volcanic64.4%76.3%Black Shale54.5%84.7%Water and Waste ManagementOne of Almaden’s top priorities at Ixtacais 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 lostto 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 haveevaluated 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 wereexamined 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 ConsultationsAlmaden 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 500local 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 Governmentsin 44Mexico.In 2017, Almaden engaged a third-party consultant to lead a community consultation and impact assessment at 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. In March 2020, the Company announced that it has partnered with a local community group focused onirrigation development, and together with them coordinated with the Federal Government water authority (“CONAGUA”), to co-fund a new water reservoir in Zacatepec, a community located close to theIxtaca mine development area.Next steps will involve adding new pipelines, tanks, and other structures to enhance the irrigation potential in support of local agricultural production.This reservoir is one of the projects identified which could bring immediate benefits to the local area even prior to Ixtaca development. The Company looks forward to advancing further elements of the community Social Investment Plan as mine permitting andconstruction advance.Economic ContributionsThe 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 ReclamationMine 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.OpportunitiesSeveral 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. 45•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 MPaalready at 7 days, and more than 40 MPaat 28 and 56 days.Ixtacais 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. 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 StepsIn December 2020, the Company announced that it received notification from the Mexican federal permitting authority, SEMARNAT, that the Company’s initial environmental permit application (“MIA”), a required permit in order to proceed to construction and operation of the Ixtaca Project, did not receive approval. The Company originally submitted the MIA in early 2019.The reasons cited by SEMARNAT for not approving the MIA include insufficient technical information regarding the impacts of the Ixtaca Project on the environment, local and regional area. Although not formally vested with authority on indigenous matters under a specific local body of law, SEMARNAT also expressed its opinion that indigenous persons are present in the area affected by the Ixtaca Project and indicated that this needs to be addressed in the context of obligations assumed by Mexico under ILO Convention 169 regarding the human right to free, prior, informed consultation of indigenous communities.During 2021 the Company will be working towards submitting a revised MIA permit application which incorporates additional data presently available to the Company as well as data to be gathered in further field studies. Qualified Persons, Sample Preparation, Analyses, Quality Control and AssuranceThe independent qualified persons responsible for preparing the Study are: Jesse Aarsen, P.Eng.,Tracey Meintjes, P.Eng.,Edward Wellman PE, PG, CEG,Clara Balasko, P.E.,Kris Raffle, P.Geo.,and Gary Giroux, M.A.Sc., P.Eng.,all of whom act as independent consultants to the Company, and are Qualified Persons as defined by National Instrument 43-101 ("NI 43-101"). Ms. Balasko, who was one of the authors of the FS, no longer works for SRK Consulting (U.S.), Inc. Accordingly, R. Breese Burnley, P.E. of SRK Consulting (U.S.) Inc. has assumed responsibility for the portions of the scientific and technical information previously attributed to Ms. Balasko.Unless otherwise indicated, Morgan Poliquin, P.Eng., a “Qualified Person” as defined in NI 43-101 and the President, Chief Executive Officer and a director of Almaden, has reviewed and approved the scientific and technical information in this Annual Report on Form 20-F. 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 46to 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 corebox 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 arethen 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.Current WorkThe Company is presently focused on permitting activities at Ixtaca, having submitted its environmental permitapplication(“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 “Legal Proceedings”in Item 8below). The Company is currently pursuing a solution to this suspension through the Courts and directly with SEMARNAT.Upcoming / OutlookAlmaden has sufficient cash on hand to conduct its anticipated work program for the next fiscal year.The Company intends to proceed with the preparation of a revised MIA and a Change of Use of Land permit during 2021. These permits will require several months for preparation, and once submitted, in the normal course the MIA permit may take up to one year for review by SEMARNAT, and in the normal course the Change of Use of Land permit would require approximately threemonths for a response. The Company expects that preparation of the MIA permit will require a detailed review of the existing field study data, as well as some additional field work. The Change of Use of Land permit will require the completion of a detailed mine plan showing precise locations of buildings, roads, and other excavations along with the associated scheduling.Item 5.Operating and Financial Review and ProspectsOperating ResultsThe 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 yearsended December 31,2020,2019, and2018appearing under Item 18–Financial Statements and listed under Item 19 –Exhibits.The Company’s consolidated financial statements are stated in Canadian Dollarsand have been prepared in accordance and compliance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). 47The Company is in the business of exploring its principal mineral property inMexico with the aim of developing itto a stage where it can be exploited at a profit orto 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 pricesof any minerals mined. The Company does not have producing properties or operations on its properties.The Company receives other income from Administrative Services Agreementswith Azucar and Almadex.Under thoseAgreements, the Company is the sole and exclusive manager of Azucar and Almadex. Azucar and Almadex compensate the Company 60% (2019–40%) and 30%(2019–20%),respectively,of the Company’s actual monthly overhead costs includingany 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 Agreementshavean initial 5-year term, with subsequent automatic 1-year renewals unless terminated pursuant to the terms permitted under therespectiveAgreements.The Administrative Services Agreementsincludea Change of Control clause. If either party is subject toa Change of Control during the term of the respective Agreement, thatAgreement 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 ofcommon shares of the target which equals or exceeds twenty percent (20%) of the then issued common shares of the target.Fiscal 2020compared to Fiscal 2019 For the year ended December 31, 2020 (“Fiscal 2020”), the Company recorded a comprehensive loss of $3,129,368, or $0.03 per common share,compared to a comprehensive loss of $3,763,075,or $0.03 per common share,for the year ended December 31, 2019 (“Fiscal 2019”). The decrease of $633,707 was primarily a result of $390,645increase in operating expenses offset by a $1,024,352 increase in other income.As the Company is at thedevelopment stage, it has no revenue from mining operations. Other income of $1,702,306 (Fiscal 2019-$677,954)during Fiscal 2020consisted primarily ofadministrative services fees earned from Azucar of $935,872 (Fiscal 2019-$639,320) and from Almadex of $468,227(Fiscal 2019-$320,093). The Company has an administrative services agreement with these two companies whereby overhead and salaries expenses are proportionally allocated as described above and under the heading “Transactions with Related Parties”below.The increase of $1,024,352in other income relates to an increase in administrative service fees of $444,686 and a reduction in impairment of exploration and evaluation assets of $501,620.Operating expenses were $4,831,674during Fiscal 2020(Fiscal 2019-$4,441,029). Certain operating expenses were reported on a gross basis and recovered through other income from the administrative services agreements with Azucar and Almadex. The increase in operating expenses of $390,645 are mainly the result of a decrease in professional fees of $363,974 and a decrease in travel and promotion of $180,081which areall related to the work stoppage during the COVID-19 pandemic,offset by an increase in share-based payments of $851,380 from stock option grants.Fiscal 2019 comparedto 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 $0.03per common share,for the year ended December31, 2018(“Fiscal 2018”). The increase of $251,408was 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 wereoffset 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.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 2019consisted primarilyof 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 48has an administrative services agreement with these two companies whereby overhead and salaries expenses are proportionally allocated as described under theheading “Transactions with Related Parties”. Operating expenses were $4,441,029during Fiscal2019 (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 tono 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.Liquidity and Capital ResourcesAs at December 31, 2020, the Company’s working capital position was $3,082,986.Management estimates that the current cash position and expected future cash flows from the exercise of outstanding stock options and warrants and equityfinancing will be sufficient for the Company to carry out its anticipated exploration and operating plans for fiscal 2021 that includes further developmentof the Ixtaca Project.Managementbelieves 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 2021depending 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 Registration Statement on Form F-10 with the Commission. A final short-form base shelf prospectus relating to the 2019 preliminary prospectus was never filed and therefore the related Registration Statement did not become effective under the U.S. Securities Act of 1933. Subsequent to year end 2020, the Company withdrew its prior Registration Statement on Form F-10 and re-filed a preliminary short-form base shelf prospectus in certain jurisdictions of Canada and a corresponding Registration Statement on Form F-10 with the Commission. Subsequently, the Companyfiled a final short-form base shelf prospectus in certain jurisdictions of Canada and an amendment to its Registration Statement on Form F-10, which is currently effective under the U.S. Securities Act of 1933.Under the Registration Statement on Form F-10 and Canadian final short-form base prospectus, the Company may, from time to time, during the 25-month period that the prospectus remains valid, offer for sale and issue Securities (defined below). The Company may issue and sell up to an aggregate totaloffering price of US$60,000,000. The Securities to be issued under the prospectus and Registration Statement on Form F-10 may consist of common shares, warrants to purchase common shares, subscription receipts that entitle the holder to receive, upon satisfaction of certain release conditions and for no additional consideration, common shares or warrants, or securities comprised of more than one of common shares, warrants and/or subscription receipts offered together as a unit (collectively, “Securities”).The Company may sell the Securities, separately or together, to or through underwriters or dealers, and also may sell Securities to one or more other purchasers directly or through agents. The Securities may be sold, from time to time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices, including in transactions that are deemed to be "at-the-market distributions" as defined in Canadian NI44-102, including sales made directly on the TSX, the NYSE American or other existing trading markets for the Securities.Fiscal 2020At the end of Fiscal2020, the Company had working capital of $3,082,986including cash and cash equivalents of $2,534,698compared to working capital of $1,748,508,including cash and cash equivalents of $912,214at the end of Fiscal2019. The increase in working capital of $1,334,478is due to the non-brokered private placement financingsclosed in March and August 2020 offset by the cash balances being used for expenditures in exploration and evaluation assets and corporate affairs.The Company has long term liabilities of $4,688,836 at the end of Fiscal2020compared to $4,577,916at the end of Fiscal2019that relates to deferred income tax liability from the Mexican income tax and Special Mining Duty associated with the Ixtaca Projectof $1,434,882 (Fiscal 2019 -$1,434,882). Other components of long term liabilities relate to long-term portion of lease liabilities of $35,781 (Fiscal2019 -$170,731) for office lease, gold 49loan payable of $2,842,756 (Fiscal2019 -$2,541,338) entered with Almadex on May 14,2019 and derivative financial liabilities of $375,417 (Fiscal2019 -$430,965) related to the gold loan.On March 27, 2020, and August 6, 2020, the Company closed non-brokered private placementsfor gross proceeds of $2,038,573 and of $2,015,000,respectively. 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 as most expenditures in exploration and evaluation assets are discretionary.Net cash used in operating activities during Fiscal2020, was $1,253,362 (Fiscal 2019-$1,892,325), after adjusting for non-cash activities.Net cash used in investing activities during Fiscal 2020, was $1,757,718(Fiscal 2019-$3,751,770). Significant items include expenditures on exploration and evaluation assets of $1,750,935(Fiscal 2019-$3,324,173)while waiting for its development permits.Net cash from financing activities during Fiscal 2020, was $4,633,564 (Fiscal 2019-$1,475,729)as a result ofnet proceeds from non-brokered private placementsof $3,850,209 (Fiscal 2019 -$Nil) in 2020, options and warrants exercised of $168,090 (Fiscal 2019 -$Nil), and gold in trust in of $818,360 (Fiscal2019 -$1,577,704). Net cash used in financing activities during the Fiscal 2020 was $203,095 (Fiscal 2019 -$101,975) as a result oflease payments of $121,948 (Fiscal 2019 -$101,975), share issue costsof $40,990 (Fiscal 2019 -$Nil)and share issue costs on cashless exercise of options $40,157 (Fiscal 2019 -$Nil).Management estimates that the current cash position and potential future cash flows will be sufficient for the Company to carry out its business for the upcoming year.On February 25, 2021, the Company filed a final short form base shelf prospectus in each of the provinces and territories of Canada, other than Québec (the “Shelf Prospectus”), and a corresponding amendment to its Registration Statement on Form F-10 with the Commissionunder the U.S./Canada Multijurisdictional Disclosure System.Under the Registration Statement on Form F-10 and Canadian final short-form base prospectus, the Company may, from time to time, during the 25-month period that the prospectus remains valid, offer for sale and issue Securities (defined below). The Company may issue and sell Securities up to an aggregate total offering price of US$60,000,000.The Company may sell the Securities, separately or together, to or through underwriters or dealers, and also may sell Securities to one or more other purchasers directly or through agents. The Securities may be sold, from time to time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at thetime of sale, at prices related to such prevailing market prices or at negotiated prices, including in transactions that are deemed to be "at-the-market distributions" as defined in Canadian NI44-102, including sales made directly on the TSX, the NYSE American or other existing trading markets for the Securities.Fiscal 2019At the end of Fiscal2019, the Company had working capital of $1,748,508including cash and cash equivalents of $912,214compared to working capital of $4,356,589including cash and cash equivalents of $5,080,580at the end of Fiscal2018. The decrease in working capital of $2,608,081is 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 Fiscal2019 compared to $1,434,882 at the end of Fiscal2018 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. 50Net cash used in operating activities during Fiscal2019, 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 cashfrom financing activities during Fiscal 2019, was $1,475,729 (Fiscal 2018 -$8,837,719)as a result of net proceeds of gold in trust.Managementestimates 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 2018At the end of Fiscal2018, the Company had working capital of $4,356,589including cash and cash equivalents of $5,080,580compared to working capital of $16,065,496including cash and cash equivalents of $16,334,534at the end of Fiscal2017. 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 Fiscal2018, was $1,919,921(Fiscal 2017-$2,674,767), after adjusting for non-cash activities.Net cash used in investing activities during Fiscal2018, 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).Net cash from financing activities during Fiscal2018, was $8,837,719(Fiscal 2017-$22,047,348) as a result ofa 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 tocarry 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.Research and Development, Patents and LicensesThe Company conducts no Research and Development activities, nor is it dependent upon any patents or licenses.Trend informationDuring 2020, prices of precious metals continued to be quite volatile, withthe gold price trading at a low of about US$1450/ounce in March and a high of approximately US$2,075/ounce by August. The price of silver was characteristically more volatile, trading at a low of about US$11.65/ounce in March and a high of almost US$30/ounce by August.Volatility is against a background of Central Banks lowering interest rates, and countries around the world accumulating massive debts even during good times and now exacerbated in the presence of the COVID-19 pandemic. 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.It remains very difficult to predict the trajectory of the COVID-19 pandemic, but the effects are already drastic. Situations where there is increased risk to the established financial and social structures 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. 51Because 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 anti-development activists, in many cases emanating from well outside of the communities local to the development projects. Nevertheless, the demand and need for precious and other metals will continueto grow. The reserves of known deposits are being depleted and the need for replacement will grow. 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 ArrangementsThe Company has no off-balance sheet arrangements other than the lease related to its office premises as disclosed below.Contractual ObligationsThe 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 hasgovernment 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. 4Contractual Obligations of the CompanyPayments due by periodTotalLess than1 year1 –3 years3 –5yearsMore than 5yearsOperating lease $240,420$192,336$48,084--On January 29, 2013, the Company entered intocontracts 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, 2016and 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 theAdministrative Services Agreements between the Companyand each ofAzucar Minerals Ltd. and Almadex Minerals Ltd. the Company provides management services to Azucar and Almadex. Azucar compensates the Company 60% (2019–40%) of any shared personnel remuneration and office overhead expenses, while Almadex compensates the Company 30% (2019 –20%)of any shared personnel remuneration and office overhead expenses. Therefore, Almaden currently recovers 90% (2019–60%) of the contractual compensation amounts for the Chairman, Chief Executive Officer, Chief Financial Officer and Vice President, Corporate Development. 52Contractual obligations of the Company in the above table exclude future option payments required to maintain the Company’s interest in certain mineral properties.Significant accounting judgments and estimatesSignificant assumptions about the future and other sources of judgmentsand 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 actualresults differ from assumptions made, relate to, but are not limited to, the following: Critical JudgmentsoThe 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.EstimatesoA global pandemic related to COVID-19 was declared in March 2020. The current and expected impacts on global commerce have been, and are anticipated to be, far-reaching. To date, there has been significant volatility in commodity prices and foreign exchange rates, restrictions on the conduct of business in many jurisdictions, including travel restrictions, and supply chain disruptions. There is significant ongoing uncertainty surrounding COVID-19 and the extent and duration of the impact that it may have;oThe recoverability of accounts receivable which isincluded in the consolidated statementsof financial position;oThe 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;oThe recoverability of the value of the exploration and evaluation assets which is recorded in the consolidated statements of financial position;oThe 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;oThe provision for income taxes which is included in profit or loss and the composition of deferred income tax liabilityincluded in the consolidated statement of financial positionand 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;oThe 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;oThe estimated incremental borrowing rate used to calculate the lease liabilities;oThe estimated fair value of gold in trust; andoThe estimated initial fair value of gold loan payable.Item 6. Directors, Senior Management and EmployeesTable No. 5lists the directors of the Companyas of March 26, 2021. 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. 53Table No. 5Directors of the Company(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 AmalgamationDuane Poliquin wasa 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 Companyas of March 26, 2021. 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 Canadawith the exception of Laurence Morris, who is a resident of Nicaragua and citizen of the United Kingdom.Table No. 6Executive Officers of the Company(1) Date of issue of the Certificate of AmalgamationDuane Poliquin was appointed an Officer of Almaden Resources Corporation in September 1980 and of Fairfield Minerals Ltd. in June 1996.Duane Poliquinis a registered professional geological engineer with over 50 yearsof 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, his principal occupation during the preceding five years.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. Hespends less than 5% of his time on the affairs of the Company.NameAgeDate First Elected or AppointedJames Duane Poliquin80February 1, 2002(4)John D. McCleary(2)(3)80February 1, 2002(4)Morgan Poliquin49 February 1, 2002(4)Gerald G. Carlson(1)(2)(3)75 February 1, 2002(4)Mark T. Brown(1)(3)52 May 30, 2011William J. Worrall(1)(2)(3)88 May 7, 2013Elaine Ellingham62 February 27, 2018NamePositionAgeDate First AppointedJames Duane Poliquin Chairman of the Board80February 1, 2002 (1) Morgan PoliquinPresident and Chief Executive Officer49 March 1, 2007Korm TrieuChief Financial Officer55 May 30, 2011Douglas McDonaldVice-President, Corporate Development52 September 22, 2014Laurence MorrisVice-President, Operations & Projects67 April 30, 2018John A. ThomasVice-President, Project Development73 September 9, 2019 54Morgan Poliquinis 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 theexploration programs andthe affairsof the Company,Azucar Minerals Ltd.and Almadex Minerals Ltd., of which he also serves as President, CEO and a director, his principal occupation during the preceding five years.Gerald G. Carlsonhas 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 Executive Chairmanand a director of Pacific Ridge Exploration Ltd., a copper and gold exploration company listed on theTSX-V, his principal occupation during the preceding five years.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. Brownis 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 and 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., bothmineral exploration companieslisted on the TSX-V. Mr. Brown also serves as a Director, President, orChief Financial Officer of the following companies:a.Director –AzucarMinerals Ltd., an exploration company listed on the TSX-V.b.Director -Almadex Minerals Ltd., an exploration company listed on the TSX-V.c.Director –East West Petroleum Corp., an oil and gas company listed on the TSX-V.d.Chief Executive Officer and Director–Mich Resources, an exploration company listed on the CSE.e.Chief Financial Officer -Adamera Minerals Corp., an exploration company listed on the TSX-V.f.Chief Financial Officer –Orestone Mining Corp., an exploration company listed on the TSX-V.g.Director–Mountain Boy Minerals Ltd., an exploration company listed on the TSX-V.h.Chief Financial Officer –Gold Terra Resource Corp, TSX-V.i.Director –Mineral and Financial Investments Ltd.–LSE.Mr. Brown wasformerlya director of Ascent Industries Corp. (formerly Paget Minerals Ltd.), a company listed on the Canadian Securities Exchange(“CSE”),until February 13, 2019. On March 1, 2019, Ascent Industries Corp. instituted proceedings under the Companies’ Creditors Arrangement Act(Canada)(the “CCCA”).On April 5, 2019, Ascent Industries Corp sold its Canadian assets, repaid all liabilities, and hadexcess cash on hand such that it wasdischarged from the CCAA processand now trades on the CSE under the symbol LUFF.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, which is still in effect. 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 lenderwhich was subsequently completed upon the sale of the mine in California.William J. Worrallis 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, withemphasis on junior resource companies engaged in mining and oil and gas exploration and development.He is also a director of Azucar Minerals Ltd. and Almadex Minerals Ltd. Mr. Worrall spends less than 5% of his time on the affairs of the Company. 55Elaine 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 corporateadvisory 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, 79North Ltd., Omai Gold Mines Corp.and the Prospectors and Developers Association of Canada, her principal occupation during the preceding five years.Ms. Ellingham spends less than 5% of her time on the affairs of the Company.Korm Trieuis a Chartered Professional Accountant (CPA, CA) and holds a Bachelor of Science degree from the University of British Columbia and has spent over 20years 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 Companyalong with Azucar Minerals Ltd.andAlmadex Minerals Ltd., of which he is also the Chief Financial Officer, his principal occupation during the preceding five years.DouglasMcDonald holds a Bachelor of Commerce degree and anM.A.Sc.specializing in mineral economicsfrom the University of British Columbiaand has over20years of experience in the resource,foreign trade and resource policy arenas. Prior to joining Almaden, heworked with an investment dealer where he advised numerous mineral resource companies regarding M&A opportunitiesand assisted them in accessing capital markets. He also spent 5years 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, his principal occupation during the preceding five years.Laurence Morrisis 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 2015to 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.Priorto 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. Thomasis a professional engineer, whoholds 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 2020, the Chairmanwas remunerated at hisbase salary of $240,000per annum,of which he has agreed to defer payment of $96,000 (2019 -$64,000), and the Chief Executive Officer was remunerated at his 56base salary of $335,000 per annum.The Chief Executive Officer’s employment contract includedterms for two additional successive terms of 24 months each (the “Extended Term”) ending January 29, 2019. Effective December 31, 2015, a contract with a company in which the Chairman is a shareholder,Hawk Mountain Resources Ltd.,was terminated by mutual consent with the Company and,in lieu thereof, 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’sand Chairman’s employment contracts were amended to remove the Extended Termthereby making their terms indefinite. During Fiscal 2020, the Chief Financial Officer (“CFO”)and theVice President, Corporate Development(“VPCD”)were remunerated at their base salaryof $225,000CADand $212,000CAD, respectively. Each of the CFO’s and VPCD’semployment agreements have indefinite terms.The Vice President, Operations & Projects and the Vice President, Project Development werecompensated at an annual fee of $NilUSDandannualfees of $65,000 CAD, respectively.Under Administrative Services Agreements between the Companyand each ofAzucar Minerals Ltd. and Almadex Minerals Ltd.,the Company provides management services to Azucar and Almadex. Azucar compensates the Company 60% (2019–40%) of any shared personnel remuneration and office overhead expenses, while Almadex compensates the Company 30%(2019–20%)of any shared personnel remuneration and office overhead expenses. Therefore, Almaden currently recovers 90% (2019–60%) of the contractual compensation amounts for the Chairman, Chief Executive Officer, Chief Financial Officer and Vice President, Corporate Development.All non-management Directors are compensated $12,000 yearly and the Chairsof the Audit Committee and Compensation, Nominating and Corporate Governance Committee are compensated $5,000 yearly, effective January 1, 2017.The Compensation Committee also recommended that,with respect to Director stock options, up to 400,000options 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 theirservices 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 2020was $236,200(Fiscal 2019-$751,291)after recovery by the Company of 90% (2019-60%)of executive officer compensation pursuant to the terms of the Administrative Services Agreementsbetween the Companyand each ofAzucar and Almadex. 57Table No. 7Summary Compensation TableLong-Term CompensationAnnual CompensationAwardsRestrictedOptions/Name,FiscalOther AnnualStockSARSLTIPAll OtherPrinciple Positionand YearSalaryBonusCompensationAwardsGrantedPayoutsCompensationJurisdiction of Residence(#)Duane Poliquin2020(1)(2)$24,000(10)NilNilNil800,000NilNilChairman of the Board &2019(1)(2)$96,000(10)NilNilNil565,000NilNilDirector, B.C, Canada.2018(1)(2)$138,194NilNilNil650,000NilNilMorgan Poliquin2020(1)(2)$33,500NilNilNil2,075,000NilNilPresident, CEO 2019(1)(2)$134,000NilNilNil1,065,000NilNil& Director, B.C, Canada2018(1)(2)$192,895$66,250NilNil1,000,000NilNilJack McCleary2020NilNilNilNil318,000Nil$17,0000(3)(5)Director, AB, Canada2019NilNilNilNil232,000Nil$17,0000(3)(5)2018NilNilNilNil218,000Nil$17,0000(3)(5)Gerald G. Carlson2020NilNilNilNil272,000Nil$12,000(3)Director, B.C, Canada2019NilNilNilNil240,000Nil$12,000(3)2018NilNilNilNil172,000Nil$12,000(3)Mark T. Brown2020NilNilNilNil268,000Nil$17,000(3)(4)Director, B.C, Canada2019NilNilNilNil282,000Nil$17,000(3)(4)2018NilNilNilNil68,000Nil$17,000(3)(4)William J. Worrall2020NilNilNilNil385,000Nil$12,000(3)Director, B.C, Canada2019NilNilNilNil115,000Nil$12,000(3)2018NilNilNilNil285,000Nil$12,000(3)David Strang(6)2020N/AN/AN/AN/AN/AN/AN/AFormer Director, B.C,2019N/AN/AN/AN/AN/AN/AN/ACanada2018NilNilNilNilNilNil$12,000(3)Elaine Ellingham(7)2020NilNilNilNil100,000Nil$12,000(3) Director, ON, Canada2019NilNilNilNilNilNil$12,000(3)2018NilNilNilNil400,000NilNilKorm Trieu2020(1)(2)$22,500NilNilNil605,000NilNilChief Financial Officer,2019(1)(2)$90,000NilNilNil240,000NilNilB.C, Canada2018(1)(2)$129,556$27,750NilNil255,000NilNilDouglasMcDonald2020(1)(2)$21,200NilNilNil625,000NilNilVice President, Corporate 2019(1)(2)$84,800NilNilNil175,000NilNilDevelopment, B.C, Canada2018(1)(2)$122,071$28,875NilNil200,000NilNilLaurence Morris(8)2020NilNilNilNilNilNilNilVice President,Operations2019$236,491NilNilNilNilNilNil& Projects, Nicaragua2018$246,488NilNilNil300,000NilNilJohn A.Thomas(9)2020$65,000NilNilNilNilNilNilVice President, Project2019$40,000NilNilNil300,000NilNilDevelopment, B.C, Canada2018N/AN/AN/AN/AN/AN/AN/A(1)Azucarhas compensated the Company, from August 1, 2015 to December 31, 2018,30%, during Fiscal 2019, 40%and, during Fiscal 2020, 60% of any shared personnel fees and/or wages. The above table reflects only the compensation for each individual paid by Almadenafter recovery of such 30%, 40% or 60% from Azucar.(2)Almadex has compensatedthe Company, from May 18, 2018 to December 31, 2019,20%and, during Fisca1 2020, 30% 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%or 30% from Almadex.(3) Director’s fees.(4) Audit Committee Chairman’sfees. (5) Compensation Committee Chairman’s fees.(6) David Strang commenced as a Director of the Company effective August 8, 2016and resigned effective June 27, 2018.(7) Elaine Ellingham commenced as a Director of the Company effective February 27, 2018.(8) Laurence Morris commenced as Vice President, Operations & Projects effective April 30, 2018and pursuant to his Independent Contractor Agreementdated January 15, 2018 is compensated atan annual fee of Nil USD during 2020, $178,330USDduring 2019 and $187,497 USDduring 2018.(9)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 $5,000 per month.(10)Duane Poliquin has agreed to defer payment to him of $96,000 of his $240,000 gross salary (2019 -$64,000of his $240,000 gross salary). 58Remuneration onTerminationThe Company has the following termination clauses within its executive employmentcontracts. (1)ChairmanThe Company entered into anExecutive 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 replacedan 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 bymutual agreement on December 31, 2015. The DP Agreement will terminate or may be terminated for any one of the following reasons:(a)Voluntarilyby 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 CauseIf the Executive shall voluntarily terminate employmentunder the DP Agreement or if the employmentof 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 severancecompensation will be paid.Cause to terminate the Executive’s employmentunder the DP Agreement shall mean:(a)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 theExecutive has not substantially performed by the Executive under the DP 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 DP Agreement; or(d)the Executive is convicted of a criminal offence involving fraud or dishonesty.Termination by the Company Without CauseIf the Company shall terminate the Executive’s employmentunder 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 employeeof the Company for a period of twelve (12) months from the date of terminationor until equal or better benefits are provided by a new employer, whichever shall first occur.Termination by Death or DisabilityIf the Executive dies or becomes disabled before the Executive’s employment isotherwise terminated, the Company shall pay the Executiveor the Executive’s estate, an amount of compensation equal to six (6) months of the Executive’s then current Base Salaryand 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 employeeof the Company. If such termination is due to the Executive’s Death, payment shall be made in one lump sum to the Executive’s Designatewithin 60 days of the Executive’s death. If no Executive’s Designate 59survives 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 ControlFor purposes of the DP 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.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)the assignment to the Executive of any duties inconsistent with the status or authority of the Executive’s office, orthe 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 of the Executive’s Base Salaryas 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 Salaryas 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, or the Company’s requiring the Executive to be based more than fifty (50) miles away from the CIC 60Location (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 failureby the Company to provide the Executive with the number of entitled vacation days to whichthe Executive has earned on the basis of years of services withthe Company; or(v)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 terminatethe Executive’s employmentfor Good Reason.In the event the Executive is entitled to a severancepayment under the DP Agreement, then in addition to such severancepayment, 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 uponthe 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 employmentand termination thereof and including confidentiality provisions, whichwaiver and release is satisfactory to the Company with respect to form, substance and timeliness.(2)President & CEOThe 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 MPAgreement) 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 Companyto 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 Companyfor CauseIf the Executive shall voluntarily terminate employment under the MP Agreement or if the employment of the Executive is terminated by the Companyfor 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 MPAgreement, after demand for substantial performance is delivered by the Companyto the Executive that specifically identifies the manner in which the Companybelieves the Executive has not substantially 61performed the Executive’s duties under the MPAgreement; 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 MPAgreement; or(d)the Executive is convicted of a criminal offence involving fraud or dishonesty.Termination by the CompanyWithout CauseIf the Companyshall terminate the Executive’s employment under the MPAgreement for any reason except for Cause then, upon the effective date of termination, the Companyshall 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 Companyfor 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 DisabilityIf the Executivedies or becomes disabled before the Executive’s employment is otherwise terminated, the Companyshall 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 Designatewithin 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 ControlFor purposes of the MPAgreement, 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 Companyor 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 theCompany’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 commonshares 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. 62Notwithstanding any other provisions in the MPAgreement 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 Companyfor 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 MPAgreement, “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 Companyin the Executive’s Base Salary as in effect on the date of the MP Agreementor as the same may have been increased from time to time, or a failure by the Companyto increase the Executive’s Base Salary as provided for in the MP Agreementor at a rate commensurate with that of other key executives of the Company;(iii)the relocation of the office of the Companywhere 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 Companyto 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 Companywhich 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 Companyto 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 Companyto obtain a satisfactory agreement from any successor to assume and agree to perform the MPAgreement or, if the business of the Companyfor 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 Companyimmediately prior to the Change in Control.Following aChange 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 MPAgreement, 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 bythe 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 Companywhich releases the Companyand 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 Companywith respect to form, substance and timeliness.(3)CFOThe Employment Agreementdated May 24, 2011 as amended April 1, 2016 (the “KT Agreement”)between the 63Company and Korm Trieu(the “Employee” under the KT Agreement) may be terminated for any one of the following reasons:(a)voluntarilyby the Employee, upon at least sixty(60) daysprior written notice of termination by the Employeeto the Company; or(b) by the Company for cause;or(c)without cause, upon payment oftwelve(12) months of the Employee’s then current Base Salaryto the Employee; or(d)upon the physical and/or mental impairmentof the Employee.Termination by the Employee Voluntarily or by the Company for CauseIf the Employee shall voluntarily terminate employment under the KTAgreement or if the employment of the Employeeis 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 willbe paid.Cause to terminate the Employee’s employment shall mean:(a)the repeated and demonstrated failure by the Executive to perform the Employee’s material duties under the KTAgreement, after demand for substantial performance is delivered by the Company to the Employeethat specifically identifies the manner in which the Company believes the Employeehas not substantially performed the Employee’s duties under the KTAgreement; or(b)the willful engagement by the Employeein misconduct which is materially injurious to the Company, monetarily or otherwise; or(c)any other willful violation by the Employeeof the provisions of the KTAgreement; or(d) the Employeeis convicted of a criminal offence involving fraud or dishonesty.Termination by the Company Without CauseIf the Company elects to terminate the Employee’s employment for reasonsother than cause, the Company shall pay the Employee,in one lump sum or in installments at the Company’s discretion, a severance paymentequal to twelve (12) months of the Employee’s then current Base Salary.Termination upon the physical and/or mental impairment of the EmployeeIf 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 ControlFor purposes of the KTAgreement, 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 theCompany’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 64for 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 commonshares 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’sassets.Notwithstanding any other provisions in the KTAgreement 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’semployment (unless such termination is because of the Employee’s Death or Disability, by the Company for cause or by the Employeeother than for “Good Reason”, as defined below) the Employeeshall 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 currentBase Salary.For purposes of the KTAgreement, “Good Reason” shall mean, without the Employee’s express written consent, any of the following:(i)the assignment to the Employeeof 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 Agreementor 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 Agreementor at a rate commensurate with that of other key employeesof the Company;(iii)the relocation of the office of the Company where the Employeeis 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 Employeeto 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 Employeewith benefits at least as favourable as those enjoyed by the Employeeprior 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 Employeeof any material fringe benefit enjoyed by the Employeeat the time of the Change in Control, or the failure by the Company to provide the Employeewith the number of entitled vacation days to which the Employeehas 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 soldor transferred,the purchaseror transfereeof such business shall fail to agree to provide the Employeewith the same or a comparable position, duties, salary and benefits as provided to the Employeeby the Company immediately prior to the Change in Control.Following a Change in Control during the course of the KT Agreement, the Employeeshall 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 65all claims and liabilities arising out ofthe 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 DevelopmentThe Employment Agreementdated September 22, 2014as amended April 1, 2016 (the “DMAgreement”)between the Company and Douglas McDonald(the “Employee” under the DMAgreement) may be terminated for any one of the following reasons:(a)voluntarily by the Employee, upon at least sixty(60) daysprior written notice of termination by the Employeeto the Company; or(b)by the Company for cause;or(c)without cause, upon payment oftwelve(12) monthsof the Employee’s then current BaseSalaryto the Employee; or(d)upon the physical and/or mental impairmentof the Employee.Termination by the Employee Voluntarily or by the Company for CauseIf the Employeeshall voluntarily terminate employment under the DMAgreement or if the employment of the Employeeis 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)the repeated and demonstrated failure by the Employeeto perform the Employee’s material duties under the DMAgreement, after demand for substantial performance is delivered by the Company to the Employeethat specifically identifies the manner in which the Company believes the Employeehas not substantially performed the Employee’s duties under the DMAgreement; or(b)the willful engagement by the Employeein misconductwhich is materially injurious to the Company, monetarily or otherwise; or(c)any other willful violation by the Employeeof the provisions of the DMAgreement; or(d) the Employeeis convicted of a criminal offence involving fraud or dishonesty.Termination by the Company Without CauseIf the Company elects to terminate the Employee’s employment for reasonsother than cause, the Company shall pay the Employee,in one lump sum or in installments at the Company’s discretion, a severance paymentequal to twelve (12) months of the Employee’s then current Base Salary.Termination upon the physical and/or mental impairment of the EmployeeIf 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 ControlFor purposes of the DMAgreement, 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 66(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 DMAgreement regarding termination, if any of the events described above constitutinga 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 Employeeother than for “Good Reason”, as defined below) the Employeeshall 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 DMAgreement, “Good Reason” shall mean, without the Employee’s express written consent, any of the following:(i)the assignment to the Employeeof 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 tothe Change in Control;(ii)a reduction by the Company in the Employee’s Base Salary as in effect on the date of the DM Agreementor 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 Agreementor at a rate commensurate with that of other key employeesof the Company;(iii)the relocation of the office of the Company where the Employeeis 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 Employeeto 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 Employeewith benefits at least as favourable as those enjoyed by the Employeeprior 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 Employeeof any material fringe benefit enjoyed by the Employeeat the time of the Change in Control, or the failure by the Company to provide the Employeewith the number of entitled vacation days to which the Employeehas 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 soldor transferred,the purchaseror transfereeof such business shall fail to agree to provide the Employeewith the same or a comparable position, duties, salary and benefits as provided to the Employeeby the Company immediately prior to the Change in Control. 67Following a Change in Control during the course of the DM Agreement, the Employeeshall 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 awaiver 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& ProjectsThe 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.by Contractor, at any time, without cause or reason, upon 90 days written notice to the Company; b.by the Company, for cause, at any time in the event of a failure by Contractor to comply with any of the provisions of theLM 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 willfulmisconduct 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;c.by Contractor, for cause, at any time in the event of a failure by the Company to comply with any of the provisions of theLM Agreement, where such failure has been communicated to the Company and a reasonable opportunity to cure the failure has been provided; ord.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 ControlA Change of Control means the occurrence of any of the following events:a.any Person acquiring fifty percent (50%) or more of the issued and outstanding shares of the Company; orb.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 orin 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 underthe LM Agreementor in two or more equal instalments over the three (3) months period commencing on the effective date of termination of Contractor’s engagement underthe LM Agreement, with the first such instalment payable within five (5) business days from the effectivedate of termination of Contractor’s engagement underthe LM Agreement, and upon Contractor’s receipt of such lump sum payment or the last instalment payment, the LMAgreement shall terminate. 68(6) Vice President, ProjectDevelopmentThe Independent Contractor Agreement dated July 1, 2019(the “JTAgreement”) between the Company and John A. Thomas(the “Contractor” under the JTAgreement) may be terminated for any one of the following reasons:a.by Contractor, at any time, without cause or reason, upon 30 days written notice to the Company; b.by the Company, for cause, at any time in the event of a failure by Contractor to comply with any of the provisions of theJT 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 willfulmisconduct 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,ProjectDevelopmentof the Company;c.by Contractor, for cause, at any time in the event of a failure by the Company to comply with any of the provisions of theJT Agreement, where such failure has been communicated to the Company and a reasonable opportunity to cure the failure has been provided; ord.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 Companyhas 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 favorof any consultant or person providing investor relations services cannot exceed 2% in any 12month period. No incentive stock option granted under the Plan istransferable by the optionee other than by will or the laws of descent anddistribution, and each incentive stock option is exercisable during the lifetime of the optionee only by such optioneeand by the optionee’s personal representatives in the event of death for a period ending on the earlier of the expiry date of the optionand twelve months after the date of death.The exercise price of all incentive stock options granted under the Plan isdetermined 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 2020, Fiscal 2019 and Fiscal 2018vested 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 unrelateddirectors 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 Plan received its triennial approval inFiscal 2020.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 ofMarch 26, 2021 aresetforth in Table No. 8, as well as the number of options granted to directors, executive officers, employees and consultantsas a group. 69Table No. 8Stock Options OutstandingNo funds were set aside or accrued by the Company during Fiscal 2020to provide pension, retirement or similar benefits for directors or executive officers.NameNumber of OptionsOutstandingExercise Price CDN$Expiry DateDuane Poliquin100,0000.6905/06/2021Chairman of the Board & Director300,0000.8007/07/2021165,0000.9009/16/2021500,0000.64 06/09/2022 200,0001.1310/03/2022 100,0000.8912/15/2022Morgan Poliquin500,0000.8007/07/2021President, Director &315,0000.9009/16/2021Chief Executive Officer375,0000.4703/04/2022500,0000.6205/31/2022700,0000.6406/09/2022200,0001.1310/03/2022300,0000.8912/15/2022250,0000.9702/09/2023Jack McCleary157,0000.69 05/06/2021Director100,0000.6406/09/2022218,0001.1310/03/202275,0000.9603/03/2023Gerald G. Carlson25,0000.6905/06/2021Director50,0000.8007/07/2021115,0000.9009/16/202150,0000.64 06/09/2022150,0001.1310/03/202272,0000.8912/15/202250,0000.97 02/09/2023Mark T. Brown117,0000.8007/07/2021Director115,0000.9009/16/2021100,0000.6205/31/202250,0000.6406/09/2022118,0001.1310/03/2022 50,0000.97 02/09/2023William J. Worrall115,0000.9009/16/2021Director250,0000.6406/09/2022105,0001.1310/03/202230,0000.89 12/15/2022Elaine Ellingham400,0001.0803/29/2021Director100,0000.4704/30/2022Korm Trieu115,0000.9009/16/2021Chief Financial Officer250,0000.4703/04/202275,0000.4104/30/2022150,0000.6406/09/2022100,0001.1310/03/202230,0000.8912/15/202250,0000.97 02/09/202375,0000.9603/03/2023Douglas McDonald100,0000.9009/16/2021Vice President, Corporate Development250,0000.4703/04/202220,0000.64 06/09/2022 100,0001.1310/03/2022255,0000.8912/15/202275,0000.9603/03/2023John A. Thomas150,0001.0108/13/2021Vice President, Project Development50,0000.9702/09/2023100,0000.9603/03/2023Total Directors/Officers (10 persons)9,062,000Total Employees/Consultants (11persons)2,180,000Total Directors/Officers/Employees/Consultants11,242,000 70GeneralThe 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 applicableU.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 benefitto the Company and all shareholders. The Company also believes that director and management honestyand 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, employeesand 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 PolicyandPrivacy Policy(the “Codes”). The Codes may be viewed on the Company’s website atwww.almadenminerals.com. The Codes may also be viewed as filed on EDGAR as an exhibit to the2005 Annual Report on Form 20-F 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 DescriptionsChairman of the Board (‘Chairman’)Responsibilities:-Leads the Board of Directors of the Company and alsotakes 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”)Function:Provides overall leadership and vision in developing, in concert with the Board, the strategic direction of the 71Company 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 Risks1.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.2.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 withthe Board.3.Ensures that the assets of the Company are adequately safeguarded and maintained.(c)Exploration and DevelopmentResponsible for managing the day to day activities and operating management of theCompany 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 ReportingOversees 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. 72Chief Financial Officer (‘CFO’) Reports to:The CEOof the CompanyResponsibilities:-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 inestablishing 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 DevelopmentReports to:The CEO of the CompanyResponsibilities:The Vice President, Corporate Development is responsible for:-Developing and managing relationships with current and prospective business partners, investmentbankers, 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 relationshipswith 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 relatedto 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 forthe Company and interested parties through the use oftechnical and financial analyses. 73Vice President, Operations & ProjectsReports to:The CEO of the CompanyResponsibilities:The Vice President, Operations & Projects is responsible for:-Planning and managingthe operations of the Ixtaca Project;-Developing and overseeingthe implementation of all required project execution systems and procedures including project controls, procurement of contracts, engineering construction, quality assurance and quality control;-Ensuringthe project objectives, scope and plan are well defined and understood bythe project team and stakeholders;-Ensuringthe 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;-Overseeingall 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 shallalso 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, ProjectDevelopmentReports to:The CEO of the CompanyResponsibilities:The Vice President, ProjectDevelopmentis responsible for:-Planningand managingthe construction of the Ixtaca Project;-Developingand overseeingthe implementation of all required project execution systems and procedures including project controls, procurement of contracts, engineering construction, quality assurance and quality control;-Ensuringthe project objectives, scope and plan are well defined and understood by the project team and stakeholders;-Ensuringthe 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;-Overseeingall 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, ProjectDevelopmentshall 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 impactof 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 interestsof the Company. In fulfilling its mandate, the Board, among other matters, is responsible for: 74(a)adopting a strategic planning process and approving, on at least an annual basis, a strategic plan, taking into account the risk and opportunities of the Company’s business;(b)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 forelection 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, 2020there weresix(6) 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. 9indicates the number of meetings attended by each director.Table No. 9Meetings AttendedDirectorNumberDuane Poliquin6Morgan Poliquin6Jack McCleary5Gerald G. Carlson6Mark T. Brown6William J. Worrall6Elaine Ellingham6The Chairmanis 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 2020,six(6) meetingsof the independent Board members wereconvened.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 BoardThe guidelines recommend that a board of directors be constituted with a majority of individuals who qualify as “independent”directors. 75In 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 AmericanCompany Guide Rules. The currentBoard is composed ofsevenmembers. The Board has determinedthata majority of directors, namely5directors,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 52-110”)and NYSE AmericanExchange 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 Boardconsiders 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 CommitteesThe Board currently has three committees-the Audit Committee, the Nomination and Corporate Governance Committeeand 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 Codesundergo review periodically (in some cases mandated as annually) to bring them into line with changing Canadian and U.S. securities and corporate governance requirementsand 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 CommitteeThe full text of the initial Audit Committee Charter is an exhibit to the 2003 Annual Report on Form 20-F 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 Annual Report on Form 20-F filed with the Commission on March 30, 2006.The members of the Audit Committee are Messrs. Mark T. Brown,WilliamJ. WorrallandGerald 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. Brownis a Chartered Professional Accountant(CPA, CA)and holdsa Bachelor’s Degreein 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. Brownhas extensive business and financial experience, has served as a director of a number of other publicly traded companies over the past 20years, and currently serves as a directoror Chief Financial Officerof twelveother publicly traded companies.William J. Worrallis a retired lawyerwho holds a Bachelor of Laws Degree from the University of British Columbia. Before he retired, Mr. Worrall practiced law forover 55 years primarily in the areas of securities, national and transnational corporate and commercial transactions, including mergers and acquisitions, withemphasis 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. 76Gerald G. Carlsonholdsa B.A.Sc. from the University of Toronto, a M.Sc. from Michigan Technological University and a Ph.D. from Dartmouth College.He is Executive Chairmanand a director of a publicly traded companylisted on the TSX-V and a director of a publicly traded companylisted 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 2020.Nominating and Corporate Governance CommitteeThe members of the Nominating and Corporate Governance Committee are JackMcCleary, William Worralland Gerald Carlson.The Nominating and Corporate Governance Committee metfive(5) timesduring Fiscal 2020.The full text of the initial Corporate Governance Charter is an exhibit to the 2003 Annual Report on Form 20-F filed with the Commission on May 11, 2004. After review, the Responsibilities and Duties of the Nominating and Corporate Governance Committee werealtered to more properly define the functions of the Nominating and Corporate Committee. The revised Responsibilities and Duties is an exhibit to the2005 Annual Report on Form 20-F filed with the Commission on March 30, 2006. Compensation CommitteeThe members of the Compensation Committee are JackMcCleary, William Worrall,Mark T. Brown and Gerald Carlson.The Compensation Committee met five(5) timesduring Fiscal 2020with JackMcCleary, Mark T. Brown, Gerald Carlson and William Worrallattendingall five(5) meetings. The Responsibilities and Duties of the Compensation Committee is an exhibit to the2005 Annual Report on Form 20-F 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 RenewalThe 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. 77The 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 PositionsAs at the date of this FormAnnual Report on Form 20-F, oneof the Company’s directors (representing 14.3% of the Company’s sevendirectors) is and none of the Company’s executive officers are women.Decisions Requiring Board ApprovalIn 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 RelationsThe 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 confidentialinformation;(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 Officersto 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 ConductThe 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 theCOBE. 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 allsuch 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. 78EmployeesAs of December 31, 2020, the Company operated with ninepeoplein Canada, of which sixare administrative personnel and threeare 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 OwnershipTable No. 10lists, as of March26, 2021, directors andexecutive officers who beneficially own the Company's voting securities and the amount of the Company’svoting securities owned by the directors and executive officers as a group.Table No. 10Shareholdings of Directorsand Executive OfficersTitle ofAmounts and Nature ofPercent ofClassName of Beneficial OwnerBeneficial OwnershipClass*CommonDuane Poliquin5,113,636(1)(11)3.68%CommonMorgan Poliquin4,901,893(2)(11)3.49%CommonJack McCleary661,711(3)0.48% CommonGerald G. Carlson672,530(4)0.49%CommonMark T. Brown585,000(5)0.42%CommonWilliam J. Worrall563,366(6)0.41%CommonKorm Trieu953,144(7)0.69%CommonDoug McDonald924,401(8)0.67%CommonElaine Ellingham537,500(9)0.45%CommonJohn A. Thomas300,000(10)0.22%Total Directors/Officersas group15,213,18111.00%(1)Of these shares 1,365,000represent currently exercisable stock options.540,500 represent currently exercisable warrants. (2)Of these shares 3,140,000 represent currently exercisable stock options. 83,600of these shares are held indirectly through Kohima Pacific Gold Corp., a company owned by Mr. Poliquin.(3)Of these shares 550,000represent currently exercisable stock options.(4) Of these shares 512,000 represent currently exercisable stock options.27,703 represent currently exercisable warrants.(5)Of these shares 550,000 represent currently exercisable stock options.(6) Of these shares 500,000 represent currently exercisable stock options.(7) Of these shares 845,000 represent currently exercisable stock options.7,500 of these shares are held indirectly by Mr. Trieu’s wife.28,000 represent currently exercisable warrants.(8) Of these shares, 800,000 represent currently exercisable stock options. 7,500 of those shares are held indirectly by Shari Investments, an entity controlled by Mr. McDonald.(9)Of these shares 500,000 represent currently exercisable stock options, 12,500 represent currently exercisable warrants.44,400 of these shares are held indirectly through Edward Kammermayer, the husband of Mrs. Ellingham.(10)Of these shares 300,000 represent currently exercisable stock options.(11)Pursuant to a Voting Trust Agreement (Exhibit 3 to thisAnnual Report on Form 20-F), Duane Poliquin and Morgan Poliquin (the “Trustees”) jointly hold voting power over anyof 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 rulesand regulations, disclosing that his ownership of Almaden common shares had fallen below the 10% threshold for such reporting. Based on such filing, Mr. Echavarria holdsless than 10% of the Company’s common shares.*Based on 137,221,408shares outstanding as of March26,2021 and stockoptions and warrants exercisable within 60 days held by each beneficial owner.Item 7. Major Shareholders and Related Party TransactionsThe 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 anothercompany. Table No. 11lists, as of March26, 2021, the only persons or companies beneficially owning more than 5% of the Company’s voting securities. 79Table No. 11Shareholdings of Beneficial OwnersTitle ofAmounts and Nature of Percent ofClassName of Beneficial OwnerBeneficial OwnershipClass*CommonDuane Poliquin5,113,636(1)(3)3.68%CommonMorgan Poliquin4,901,893(2)(3)3.49%(1)Of these shares 1,365,000 represent currently exercisable stock options.540,500 represent currently exercisable warrants.(2)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.(3)Pursuant to a Voting Trust Agreement (Exhibit 3 to thisAnnual Report on Form 20-F), Duane Poliquin and Morgan Poliquin (the “Trustees”) jointly hold voting power over anyof 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 hisownership 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 137,221,408 shares outstanding as of March26, 2021 and stock optionsand warrants exercisable within 60 daysheld by each beneficial owner.Related party transactionsCertain 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 agreement 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 theBusiness Corporations Act(British Columbia). (a)Compensation of key management personnelKey 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 & Projects, andthe Vice President, Project Development. The aggregate compensation paid or payable to key management for services is as follows, after recoveryof60% (2019–40%, 2018–30%) of executive officer compensation from Azucar and 30%(2019–20%, 2018 –20%)of executive officer compensation from Almadex:February 28, 2021 December 31,2020December 31,2019December 31,2018Professionalfees$10,000$ 65,000$ 276,491$ 246,488Salaries and benefits17,367101,200404,800705,591Share-based payments360,2501,471,300768,0201,090,540Directors’ fees-70,00070,00070,000$ 387,617$1,707,500$1,519,311$2,112,619(b)Administrative Services AgreementsThe Company recovers a portion of expenses from Azucar pursuant to an Administrative Services Agreement dated May 15, 2015 and First Amending Agreement dated December 16, 2015 between the Company and Azucar.The Company also recovers a portion of expenses from Almadex pursuant to an Administrative Services Agreement dated March 29, 2018 between the Company and Almadex.During the year ended December 31, 2020, the Company received $935,872 (2019-$639,320; 2018 -$542,657) from Azucar for administrative services fees included in other income and received $468,227(2019-$320,093; 2018 -$243,260) from Almadex for administrative services fees included in other income.At December 31, 2020, included in accounts receivable is $81,623 (2019 -$61,873) due from Azucar and $40,678 (2019 -$34,296) due from Almadex in relation to expenses recoveries. 80At December 31, 2020, the Company accrued $37,689(2019-$133,498) payable to Almadex for exploration and drilling services in Mexico.(c)Other related party transactions During the year ended December 31, 2020, the Company employed the Chairman’s daughter for a salary of $41,300less statutory deductions (2019-$41,300; 2018-$48,800) 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 Companyin which any director, executive officer, or beneficial holder of more than10% of the outstanding common shares, 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 InformationThe financial statements as required under Item 8 are attached hereto and found immediately following the text of this Annual Report. Legal ProceedingsThe Company’sIxtaca ProjectOriginal Concessions (see definition below) are subject to legal proceedings (the “Amparo”). On April 7, 2015, the Ejido Tecoltemifiled 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”) (Figure1below) 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 courtruling, are granted in a provisional manner and only become final once the decisions are no longer subject to further appeal. The Superior Court (the “Collegiate 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.The Company is not able to provide a timeframe regarding when a decision may be forthcoming from the Collegiate Court. The operations of the Collegiate Courts have been disrupted by the COVID–19 pandemic and normal response times have been substantially delayed. The Company is able to access and work on the Ixtaca Project while the Amparo is before the Collegiate Court.On January 13, 2021, the Second Chamber of the Mexican Supreme Court of Justice of the Nation (“SCJN”) issued a decision concerning a mining property in north Puebla state owned by a company unrelated to Almaden, where the constitutionality of Mexico’s mining laws had also been challenged. The SCJN, in a unanimous decision, confirmed that Mexico’s mining law is constitutional. The Company’s Mexican constitutional law attorney has advised that this decision will have to be taken into account in the Amparo being appealed before the Collegiate Court. 81Figure 1: Original Concessions. Ixtacaenvironmental and social impact areas, and Ejido LandsShortly after the Amparo was filedin April, 2015, the lower court in Puebla State 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 1above) 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. It isnotedthat 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.The standards for local implementation of the obligations assumed by Mexico under ILO Convention 169 regarding the human right to free, prior, informed consultation of indigenous communities are currently evolving. In the event of a negative outcome on the Amparo, or for other reasons, consultation with indigenous communities by Mexican authorities and the Company may be required. In the event consultation is required, this may halt or result in a significant delay in project development notwithstanding the extensive engagement already conducted by the Company in relevant communities.Claim Reduction EffortsIn 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 82Almaden would not interfere with the EjidoLands, 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 2below)and then voluntarily cancelled the Overlapping Concessions (see Figure 3below –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. Figure 2: New and overlapping concessionsFigure 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.On December 1, 2020, the higher court denied the Company’s October 14, 2019 appeal, which objected to the reinstatement by the Mexican mining authorities of the Company’s Original Concessions. This court decision upheld the action of Mexican mining authorities that reinstated the Original Concessionsas the Company’s sole mineral claims over the Ixtaca Project, and left the New Concessions the Company was awarded in 2017 as held without effect.However, the decision also stated that the Company had the right to defend the New Concessions through the applicable legal procedures (such asthe Administrative Challenge referred to below). In communications with the lower court and mineral title certificates issued by the General Directorate of Mines directly to Almaden on December16, 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 83recorded change in its mineral tenure. The Company’s Mexican counsel has advised that the December Communication should have 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, applicableMexican mining authority records show the Original Concessions as Almaden’s sole mineral claims to theIxtaca Project. As noted above those claims are subject to the Amparo.The Original Concessions provide the Company with the same exploration and mining rights over the Company’s Ixtaca Project as the New Concessions would, with the exception that the Company’s mineral rights in the area are 7,000 Ha larger than they would otherwise be. The Company may not access or conduct any mining or exploration activities on the Ejido Lands which constitute 330 hectares at the extreme southeast edge of the Original Concessions (Figure 1, above) in an area which the Company had sought to drop from its reduced mineral claims. The Original Concessions over the Ejido Lands are subject to the Amparo. The Ejido Lands do not overlap the Ixtaca Project or its environmental or social area of impact. The Ejido Lands are in a different drainage basinthan the Ixtaca Project and the Company does not need to travel though the Ejido Lands to access the Ixtaca Project. Almaden continues to file taxes and assessment reports on the basis of the reduced area defined by the New Concessions. These taxes have been accepted by the Mexican mining authorities, and Almaden has not received any notifications from the Mexican mining authorities regarding taxes on the Original Concessions.DividendsThe 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 ChangesThere have been no significant changes of financial condition since the most recent audited financial statements included within this Annual Reporton Form 20-F.Item 9. Offer and Listing of SecuritiesThe 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, 2002on TSXand December 19, 2005onthe American Stock Exchange, now the NYSE American.Table No. 12lists the high and low prices for the shares of Almaden Minerals Ltd. common shares on NYSE Americanfor the preceding five years. Table No. 13lists the high and low prices for shares of Almaden Minerals Ltd. common shares on TSXfor the preceding five years. Table No. 12Almaden Minerals Ltd.Stock Trading ActivityNYSE American(expressed in US$)Year EndedHighLow12/31/2020$1.24$0.2112/31/20190.900.4312/31/20181.050.4812/31/20171.750.7112/31/20161.880.50 84Table No. 13Almaden Minerals Ltd.Stock Trading ActivityThe Toronto Stock Exchange(expressed in C$)Year EndedHighLow12/31/2020$1.60$0.3112/31/20191.190.5712/31/20181.350.6312/31/20172.330.9212/31/20162.440.73Table No. 14lists the quarterly high and low prices for shares of Almaden Minerals Ltd. common shares on NYSE Americanfor the two most recent full financial years. Table No. 15lists the quarterly high and low prices for shares of Almaden Minerals Ltd. common shares on TSX for the two most recent full financial years.Table No. 14Almaden Minerals Ltd.Stock Trading ActivityNYSE American(expressed in US$)Quarter EndedHighLow12/31/2020$1.24$0.45 09/30/20201.090.4706/30/20200.590.2603/31/20200.610.2112/31/20190.76 0.4309/30/20190.820.5806/30/20190.680.4303/31/20190.900.56Table No. 15Almaden Minerals Ltd.Stock Trading ActivityThe Toronto Stock Exchange(expressed in C$)QuarterEndedHighLow12/31/2020$1.60 $0.59 09/30/20201.430.6406/30/20200.770.3803/31/20200.79 0.3112/31/20191.000.5809/30/20191.100.7606/30/20190.890.5703/31/20191.190.76Table No.16lists the high and low prices for shares of Almaden Minerals Ltd. common shareson NYSE Americanfor the most recent sixmonths.Table No. 17lists the high and low prices for shares of Almaden Minerals Ltd. common shareson TSX for the most recent six months. 85Table No. 16Almaden Minerals Ltd.Stock Trading ActivityNYSE American(expressed in US$)MonthEndedHighLow02/28/2021 $1.20 $0.6501/31/2021 0.850.48 12/31/20201.070.45 11/30/20201.240.9310/31/20201.030.7509/30/20201.090.64 Table No. 17Almaden Minerals Ltd.Stock Trading ActivityThe Toronto Stock Exchange(expressed in C$)MonthEndedHighLow02/28/2021 $1.52$0.83 01/31/2021 1.080.61 12/31/20201.400.5911/30/20201.60 1.2210/31/20201.351.00 09/30/20201.43 0.83 The closing price of the Company’s common shareswas $0.73(US$) on the NYSE American and $0.94(C$)on TSX on February 28, 2021. 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 shares areissued in registeredform 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 28, 2021, the shareholders' list for the Company’s common shares showed 216registered shareholders, including depositories,and 121,300,254shares outstanding. 179of these registered shareholders are U.S. residents, owning 22,857,095shares representing 19% of the issued and outstanding common shares.26 of these registered shareholders are Canadian residents, owning 93,597,780 shares representing 77% of the issued and outstanding common shares. 11 of these registered shareholders are of other countries, owning 4,845,379shares representing 4% ofthe issued and outstanding common shares.Table No. 18lists changes, if any, in issued shares to March26, 2021: 86Table No. 18Shares Issued to March26, 2021NumberBalance, December 31, 2020120,650,254Balance, March 26, 2021 137,221,408Item 10. Additional InformationFlow-ThroughCommonSharesFlow-through common shares differ from other common shares in one aspect only,namely the tax benefits connected with qualified mineral exploration expendituresin Canadaassociated with the funds raised through the sale offlow 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 Canadawho aresubject to CanadianFederal 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.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 2020, Fiscal 2019or Fiscal 2018. 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 provisionsof the BCBCA. The BCBCAwas 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 BCBCAeliminates the requirement for a Memorandum.The revised Articles arean exhibit to the 2005 Annual Report on Form 20-F filed with the Commission on March 30, 2006, and replacedthe 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 Actof 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 theBCBCA. 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 BCBCAand 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’sfirm may act in a professional capacity for the Company and a director or such director’sfirm shall be entitled to 87remuneration for professional services. A director may become a director or other officer or employee of, or otherwise interested in, any companyor 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 directorfrom such other companyor 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 fitand 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 businessof 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 pursuantto 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:•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 expensesand, 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 SharesThe authorized share structure of the Company consists of an unlimited number of common shares without par value. All the common sharesof the Company are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets. Holders of common sharesare entitled to one vote for each share held of record on all matters to be acted upon by the shareholders. Holders of common sharesare 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.Uponliquidation, dissolution or winding up of the Company, holders of common sharesare 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. 88The 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 holdingthe last preceding annual meetingunder 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 requisitionistsas 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 above10% must be disclosed by news release and notices filed in accordance with Canadian Securities Laws and by notices to the Toronto Stock Exchange.A copy of the Company’s new Articles isan exhibit to the2005 Annual Report on Form 20-F filed with the Commission on March 30, 2006.Shareholder Rights PlanOn 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”) asRights 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,amended and reconfirmed at the 2017 Annual General Meetingand reconfirmed at the 2020 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, 2011and is also available on SEDAR and the Company’s website. Advance Notice PolicyOn 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 Boardof 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 10thday following such public announcement.In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Company 89must be made not later than the close of business on the 15thday 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 2017Annual Report on Form 20-F filed with the Commission on March 29, 2018. Multiple Voting Policy for Uncontested Elections of DirectorsThe 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 AmendedMajority 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, immediatelyfollowing 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 Boardwill consider such offer of resignation and shallmake a determination whether or notto 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 will promptlyannounce its decision via press release. If the Board determines notto accept the resignation, the press releasemust fully statethe 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 2017Annual Report on Form 20-F filed with the Commissionon March 29, 2018.Material ContractsThe 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. 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 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 thisAnnual Report on Form 20-F. 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(Canada) may require that, if specified thresholds are exceeded,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 to a rebuttable presumption of the acquisition of control, and the acquisition of more than fifty percent of the voting shares of the Company would 90be deemed to be an acquisition of control. In addition, the Investment Canada Act(Canada) 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 any entity that is not controlled or beneficially owned by Canadians.TaxationThe following summary of the material Canadian federal income tax consequences generally applicable in respect of the common sharesreflects the Company’s opinion. The tax consequences to any particular holder of common shareswill vary according to the status of that holder as an individual, trust, companyor 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 sharesas capital property and who will not use or hold the common sharesin 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 common sharesof the Companyfor a shareholder of the Companywho is not a resident of Canada but is a resident of the U.S. and who will acquire and hold common sharesof the Companyas 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 Companyis 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 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 IncomeUnder 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 Companyis responsible for withholding of tax at the source. The Conventionlimits 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 companythat 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 Companyhad increased by reason of the paymentof such dividend. The Companywill 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 91Convention 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 employeebenefit 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 SharesUnder the Canadian Tax Act, a taxpayer’s capital gain or capital loss from a disposition of a common shares of the Companyis 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." Common shares of the Companywill constitute taxable Canadianproperty 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 Companybelonged 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 Conventionrelieves 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 ConsequencesThe following is a discussion of material U.S. federal income tax consequences generally applicable to a U.S. 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, possiblyon 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. 92U.S. HoldersAs 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 corporationunder 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.Distributionson Shares of the CompanyU.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 Section1(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 orother disposition of the foreign currency, including anexchange for U.S. dollars.Dividends paid on the shares of the Company will not generally be eligible for the dividends received deduction provided to companiesreceiving dividends from certain U.S. corporations. A U.S. Holder which is a corporationmay, 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 discussion.In addition, as discussed under the Controlled Foreign Corporation section below, distributions from controlled foreign corporations to certain U.S. corporate shareholdersmay 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 CreditA 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 93deduction. 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 CompanyFor U.S. tax purposes, aU.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 itsshares 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 asa 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, estatesor 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 companiessubject 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 TaxU.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 ConsiderationsIn 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 CompanyAs a foreign companywith 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 companythat 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 includesamong 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 companyor 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 rulesgoverning 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 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 companyqualifies 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 94of 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 Companyis 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 companyqualified 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 thepreceding 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 Companyduring 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 companyis a PFIC for any taxable year during which a Non-electing U.S. shareholder holds shares, then the companywill 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 companyno 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 companyis a PFIC and the U.S. shareholder holds shares of the company) (a "Non-Pedigreed 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- 95to-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 CorporationIf more than 50% of the total combined voting power of all classes of stock entitled to voteor 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 stockor 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 investmentsin 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 Companywhich is or was a 10% U.S. Holderat 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. Holderand 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 corporationis both a PFIC and a CFC, the foreign corporationgenerally will not be treated as a PFIC with respect to certain 10% U.S. Holdersof the CFC. This rule generally will be effective for taxable years of 10% U.S. Holdersbeginning after 1997 and for taxable years of foreign company’sending 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 beyondthe scope of this discussion.Information Reporting and Backup WithholdingIn 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 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/ Additional InformationAny of the documents referred to above can be viewed at the headoffice of the Company located at 1333JohnstonStreet, Suite 210, Vancouver, British Columbia, Canada, V6H3R9.This Annual Report and the Company’s recent Form 6-K filings can be viewed on the EDGAR web-site at www.sec.gov./edgar/searchedgar/companysearch.html. Additional information relating to the Company may be found on Sedar at www.sedar.com. As well, additional information is contained in the Company’s Information Circular for its most recent annual meeting of security holders that involved the election of directors held on June 30, 2020 and additional financial information is provided in the Company’s financial statements and MD&A for 96its most recently completed financial year.Item 11. Quantitative and Qualitative Disclosures about Market RiskExchange Rate RiskThe 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 futureto, 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 lossby $208,000. A 10% change in the Mexican peso exchange rate relative to the Canadian dollar would change the Company’s net lossby $29,000.Interest Rate RiskThe 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 $25,000.Item 12. Description of Securities Other than Equity SecuritiesNot ApplicablePART IIItem 13. Defaults, Dividend Arrearages and DelinquenciesNot ApplicableItem 14. Material Modifications to the Rights of Securities Holders and Use of ProceedsNot ApplicableItem 15. Controls and ProceduresDisclosure Controls and ProceduresThe Companyconducted an evaluation of the effectiveness of the design and operation of itsdisclosure 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, 2020.This evaluation was conducted under the supervision and with the participation of management, including the Company’sChief Executive Officer and Chief Financial Officer. Based upon this evaluation, the Company’sChief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2020, the Company’sdisclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Companyin 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 Companyalso concluded that itsdisclosure 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 itsmanagement, including the Company’sChief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Management’s Annual Report on Internal Control Over Financial ReportingThe Company’smanagement is responsible for establishing and maintaining adequate internal control over financial reportingfor 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. 97Because 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 erroror 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, 2020. 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, 2020,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, 2020that 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 Commission that permit the Company to provide only management’s report in this FormAnnual Report on Form 20-F. Item 16A. Audit Committee Financial ExpertThe Company’s Board of Directors has determined that Mr. Mark T. Brownis the Company's audit committee financial expert.Mr. Brownhas extensive business and financial experience. He has served as a director of a number of other publicly traded companies over the past 20years, and currently serves as a director of eightother publicly traded mineral exploration companies. Mr. Brownis independent as defined by Section 803(A) of the NYSE AmericanListing Standards.Item 16B. Code of EthicsThe 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 filedwith the Annual Report on Form 20-F for the fiscal year ended December 31, 2003 as filed with the 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 Policyand a 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 EDGARas an exhibit to the2005 Annual Report on Form 20-F 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 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 98Company’s Articles. Item 16C. Principal Accountant Fees and ServicesAudit Committee's pre-approval policies and proceduresThe 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 LLPthat 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. 19lists the aggregate fees billedfor 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. 19Principal Accountant FeesDecember 31,2020December 31,2019Audit fees$42,000$40,000Audit-related fees15,08820,469Tax fees--All other fees--Fiscal 2020and Fiscal 2019audit fees relate to the annual audit of the Company’s consolidated financial statements, effectiveness of the Company’s internal control over financial reporting and review of the Form 20-F. Audit-related fees relate to accounting advisory services. Taxfees relate to the completion of income tax returns and tax consultingservices. Other fees relate to services other than audit fees, audit-related fees, and tax fees described above.Item 16D. Exemptions from the Listing Standards for Audit CommitteesNot applicable.Item 16E. Purchases of Equity Securities by the Issuer and Affiliated PurchasersNot applicable.Item 16F.Change in Registrant’s Certifying AccountantNot applicable.Item 16G. Corporate GovernanceThe Company’s class of common shares is listed on the NYSE American and the Toronto Stock Exchange. Under the rules of the NYSE American, listed companies are generally required to have a majority of their Board of Directors be “independent” as defined by the NYSE AmericanCompany Guide Rules. Currently, as permitted under applicable Canadian regulations, the Company’s Board consists of 7directors, of which 5are considered to be “independent.” In the opinion of management,the Company’s corporate governance practices do not differ in any significant way from those required of U.S. domestic companies listed on the NYSE American.Item 16H. Mine Safety DisclosureNot applicable.PART IIIItem 17. Financial StatementsThe Company has provided financial statements pursuant to Item 18 of this Form 20-F. 99Item 18. Financial StatementsThe Company’s consolidated financial statements and notes thereto are expressedin Canadian Dollars (CDN$) and are prepared in accordance and compliance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Item 19. ExhibitsA. The financial statements and notes thereto as required under Item 18are attached hereto and found immediately following the text of this Annual Report.Audited Financial StatementsIndependent registered Public Accounting Firmreportson the consolidated financial statements, dated March 26, 2021 Consolidated statements of financial position at December 31, 2020and 2019Consolidated statements of comprehensive lossfor the years ended December 31, 2020, 2019and 2018Consolidated statements of changes in equity for the years ended December 31, 2020, 2019and 2018Consolidated statements of cash flows for the years ended December 31, 2020, 2019and 2018Summary of significant accounting policies and other explanatory informationB. Index to Exhibits 1.Certificate of AmalgamationAmalgamation Agreement-Incorporated by reference to the Company’s Form Annual Report on Form 20-F for the year ended December 31, 2001,as filed with the Commission on May 17, 2002.1.1Articles-Incorporated by reference to the Company’s Form Annual Report on Form 20-F for the year ended December 31, 2005,as filed with the Commission on March 30, 2006.2.Instruments defining the rights of holders of equity ordebt securities being registered-Refer to Exhibit No. 1.3.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 filedwith the Commission on March 31, 2014.4.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 filedwith the Commission on March 28, 2013.4.1Executive 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, 2013.4.2Assignment 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, 2014.4.3Sale 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. 4.4Amendment 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, 2014.4.5Arrangement Agreement dated May 11, 2015 in connection with the Company’s statutory Plan of Arrangement with Almadexand filed with the Commission on March 31, 2016.4.6Administrative Services Agreement between the Company and Almadex Minerals Limited dated May 10015, 2015and filed with the Commission on March 31, 2016.4.7First Amending Agreement to the May 15, 2015 Administrative Services Agreement between the Company and Almadex Minerals Limited dated December 16, 2015and filed with the Commission on March 31, 2016.4.8Termination Agreement effective December 31, 2015 between the Company and Hawk Mountain Resources Ltd.and filed with the Commission on March 31, 2016.4.9Executive Employment Contract between the Company and Duane Poliquin dated effective January 1, 2016and filed with the Commission on March 31, 2016.4.10Deloitte Letter to the Securities and Exchange Commission dated March 29, 2016and filed with the Commission on March 31, 2016.4.11Amending Agreement dated April 1, 2016 to the Executive Compensation Contract with Morgan Poliquin dated January 29, 2013and filed with the Commission on March 30, 2017.4.12Amending Agreement dated April 1, 2016 to the Executive Employment Contractwith Duane Poliquin dated January 1, 2016and filed with the Commission on March 30, 2017.4.13Amending agreement to the Executive Compensation Contract with Morgan Poliquin dated January 1, 2019and filed with the Commission on March 15, 2019.4.14Amending agreement to the Executive Compensation Contract with DuanePoliquin dated January 1, 2019and filed with the Commission on March 15, 2019.4.15Administrative Services Agreement between the Company and Almadex Minerals Ltd. (formerly 1154229 B.C. Ltd.) dated March 29, 2018and filed with the Commission on March15, 2019.4.16Gold Loan Agreement between the Company and Almadex Minerals Ltd. dated effective May 14th, 2019and filed with the commission on March 27, 2020.4.17Short Form Base Shelf Prospectusand filed with the commission on February 25, 20215.List of foreign patents –N/A6.Calculation of earnings per share –N/A7.Explanation of calculation of ratios –N/A8.List of subsidiaries 9.Statement pursuant to the instruction to Item 8.A.4, regarding the financial statement filed in registrationStatements for initial public offerings of securities –N/A10.Any notice required by Rule 104 of Regulation BTR –N/A 11Audit Committee Charter11.1Nominating and Corporate Governance Committee-Duties and Responsibility11.2Compensation Committee-Responsibilities and Duties11.3Code of Business Ethics11.4Code of Business Conduct and Ethics for Directors11.5Communications Policy11.6Securities Trading Policy11.7Whistleblower Policy11.8Privacy Policy-Incorporated by reference to the Company’s Form Annual Report on Form 20-F for the year ended December 31, 2005, as filed with the Commission on March 30, 2006.11.9Shareholder Rights Plan dated April 13, 2011, as amended and reconfirmed at the 2017 Annual General Meetingand as reconfirmed at the 2020 Annual General Meeting.-Incorporated by reference to the Form 6-K filedwith the Commission on April 15, 2011.11.10Amended Advance Notice Policy dated January 28, 2013, as amended May 1, 2015as filed with the Commission on March 29, 2018.11.11Amended MajorityVoting Policy –adopted by the Boardof Directors on May 7, 2013, as amended effective May 15, 2017as filed with the Commission on March 29, 2018.12.1Certification of CEO Pursuant to Securities Exchange Act, Rules 13a-14 and 15d-14 as Adopted 101Pursuant to Section 302 of the Sarbanes-Oxley Act of 200212.2Certification 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 200213.1Certification 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 200213.2Certification 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 200215.1Consent of Davidson & Company LLP15.2Consent of Jesse Aarsen15.3Consent of Kristopher Raffle15.4Consent of G.H. Giroux15.5Consent of Tracey Meintjes15.6Consent of R. Breese Burnley15.7Consent of Edward Wellman15.8Consent of Morgan Poliquin15.9Consent of SRK Consulting (U.S.), Inc. ConsolidatedFinancial Statements ofAlmadenMinerals Ltd.For the yearsended December 31, 2020, 2019 and 2018 Almaden Minerals Ltd.December 31, 2020, 2019and 2018Table of contentsReport of independent registered public accounting firm1Consolidated statements of financial position2Consolidated statements of comprehensive loss3Consolidated statements of cash flows4Consolidated statements of changes in equity5Notes to the consolidated financial statements6-36 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Shareholders and DirectorsofAlmaden Minerals Ltd.Opinion on the ConsolidatedFinancial StatementsWe have audited the accompanying consolidatedstatements of financial position ofAlmaden Minerals Ltd.(the “Company”), as ofDecember 31, 2020and 2019,and the related consolidatedstatements of comprehensive loss, changes in equity, and cash flowsfor the yearsended December 31, 2020,2019 and 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidatedfinancial statements present fairly, in all material respects, the financial position of theCompanyas ofDecember 31, 2020and 2019,and the results of its operations and its cash flowsfor the years ended December 31, 2020, 2019 and 2018in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.Basis for OpinionThese consolidatedfinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidatedfinancial statements based on our audits.We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respectto the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidatedfinancial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatements of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,evidence regarding the amounts and disclosures in the consolidatedfinancial statements. Our audits also included evaluatingthe accounting principles used and significant estimates made by management, as well as evaluating the overallpresentation of theconsolidatedfinancial statements.We believe that our audits provide a reasonable basis for our opinion.We have served as theCompany’s auditor since 2015./s/ DAVIDSON & COMPANY LLPVancouver, CanadaCharteredProfessionalAccountantsMarch 26, 2021 AlmadenMinerals Ltd.Consolidated statements of financial position(Expressed in Canadian dollars)December 31, 2020December 31,2019$$ASSETSCurrent assetsCash and cash equivalents (Note 12) 2,534,698912,214Gold in trust (Note 8)955,7811,576,366Accounts receivable and prepaid expenses (Note 4) 175,008160,7173,665,4872,649,297Non-current assetsRight-of-use assets (Note 5)151,790273,222Property, plant andequipment (Note 6) 14,025,66514,168,326Exploration and evaluation assets (Note 7) 58,605,82956,973,01072,783,28471,414,558TOTAL ASSETS76,448,77174,063,855LIABILITIESCurrent liabilitiesTrade and other payables(Note 10 (a)(c))447,551778,841Current portion of lease liabilities (Note 5)134,950121,948582,501900,789Non-current liabilitiesLong-term portion of lease liabilities (Note 5)35,781 170,731Gold loan payable (Note 8)2,842,7562,541,338Derivative financial liabilities (Note 8)375,417430,965Deferred income tax liability (Note 13) 1,434,8821,434,8824,688,8364,577,916Total liabilities5,271,337 5,478,705EQUITYShare capital (Note 9) 131,189,978 127,022,366Reserves (Note 9) 19,243,992 17,689,952Deficit(79,256,536) (76,127,168)Total equity71,177,434 68,585,150TOTAL EQUITY AND LIABILITIES76,448,77174,063,855Subsequent events (Note 17) The accompanying notes are an integral part of these consolidated financial statements.These consolidated financial statements are authorized for issue by the Board of Directors on March26, 2021. They are signed on the Company’s behalf by:/s/Duane Poliquin/s/Mark T. BrownDirectorDirector AlmadenMinerals Ltd. Consolidated statementsof comprehensive loss(Expressed in Canadian dollars)Year ended December 31,202020192018Expenses$$$Professional fees(Note 10(a))564,145928,119848,890Salaries and benefits(Note 10(a))1,337,0101,378,5011,612,300Travel and promotion82,013262,094275,921Depreciation (Note 6) 19,56424,19928,277Office and license (Note 10(b))140,13793,252139,545Rent (Note 10(b))--171,873Amortization of right-of-use assets (Note 5)121,432121,432-Occupancyexpenses (Note 5)45,24839,561-Interest expense on lease liabilities (Note 5)21,48032,305-Arrangement fee on gold loan payable (Note 8)-50,000-Interest, accretion and standby fees on gold loan payable (Note 8)371,250216,918-Listing and filing fees199,327225,432179,247Insurance75,56866,09666,942Directors’ fees (Note 10(a))70,00070,00070,000Share-based payments(Note 9(d)and 10(a))1,784,500933,1201,308,7404,831,6744,441,0294,701,735Other income(loss)Administrative services fees(Note 10(b))1,404,099959,413785,917Interest income40,19641,650164,435Finance fees(54,577) (204,231)-Impairment of exploration and evaluation assets (Note 7)-(501,620)-Unrealized gain(loss)on derivative financial liabilities (Note 8)44,049(66,631)-Unrealized gain on gold in trust (Note 8)199,379236,217-Unrealized foreign exchange gain on gold loanpayable (Note 8)81,331102,104-Unrealized foreignexchange loss on gold in trust (Note 8)(21,017)(73,937)-Realized gain on sale of gold in trust (Note 8)19,413200,932-Foreign exchange gain (loss)(10,567)(15,943)239,7161,702,306 677,9541,190,068Loss before income taxes(3,129,368) (3,763,075)(3,511,667)Net loss for the year(3,129,368) (3,763,075)(3,511,667)Total comprehensive loss for the year(3,129,368) (3,763,075)(3,511,667)Basic and diluted net loss per share (Note 11)(0.03)(0.03)(0.03) The accompanying notes are an integral part of these consolidated financial statements. AlmadenMinerals Ltd.Consolidated statementsof cash flows(Expressed in Canadian dollars)Year ended December 31, 202020192018$$$Operating activitiesNet loss for the year(3,129,368) (3,763,075)(3,511,667)Items not affecting cashDepreciation19,56424,19928,277 Impairment of exploration and evaluation assets-501,620-Amortization of right-of-use assets121,432121,432-Arrangement fee on gold loan payable-50,000-Interest, accretion and standby feeson gold loan payable371,250216,918-Unrealized (gain) loss onderivative financial liabilities(44,049)66,631-Unrealized gain on gold in trust(199,379)(236,217)-Realized gain on sale of gold in trust(19,413)(200,932)-Unrealized foreign exchange gain on gold loan payable(81,331)(102,104)-Unrealized foreign exchange loss on gold in trust21,01773,937-Share-based payments1,784,500933,1201,308,740Changes in non-cash working capital componentsAccounts receivable and prepaid expenses(14,291)243,699(35,453)Trade and otherpayables(83,294) 178,447290,182Net cash used in operating activities(1,253,362) (1,892,325)(1,919,921)Investing activitiesDeposit on mill equipment--(7,694,900)Property, plant and equipment –purchase(6,783)(427,597)(802,804)Exploration and evaluation assets –costs(1,750,935)(3,324,173)(9,674,048)Net cash used in investing activities(1,757,718)(3,751,770)(18,171,752)Financing activitiesIssuance of shares, net of share issue costs3,850,209-8,838,441Options exercised158,090-16,560Share issue costson cashless exercise of options (Note9(d))(40,157)-(17,282)Share issue costs(Note 9(b)) (40,990)--Warrants exercised10,000--Net proceeds on gold in trust818,3601,577,704-Repayment of lease liabilities(121,948)(101,975)-Net cash from financing activities4,633,564 1,475,7298,837,719Change in cash and cash equivalents1,622,484(4,168,366)(11,253,954)Cash and cash equivalents, beginning of year912,2145,080,58016,334,534Cash and cash equivalents, end of year2,534,698912,2145,080,580Supplemental cashflow information (Note 12)The accompanying notes are an integral part of these consolidated financial statements. AlmadenMinerals Ltd. Consolidated statementsof changes in equity (Expressed in Canadian dollars)Share capitalReservesNumber of sharesAmountShare-based paymentsWarrantsTotalreservesDeficitTotal$$$$$$Balance, January1, 2018102,199,625118,054,46314,848,874679,40215,528,276(68,852,426)64,730,313Share-based payments--1,308,740-1,308,740-1,308,740Private placements, netof share issue costs9,440,0008,838,441----8,838,441Finders' warrants issued pursuant to privateplacement-(36,566)-36,56636,566--Shares issued for cash on exerciseof stockoptions23,00016,560----16,560Fair value of cash stock options transferred to share capital-6,670(6,670)-(6,670)--Shares issued on cashless exercise of stock options64,094------Share issue costson cashless exercise of options-(17,282)----(17,282)Fair value of cashless stock options transferred to share capital-160,080(160,080)-(160,080)--Total comprehensive loss for the year-----(3,511,667) (3,511,667) Balance, December 31, 2018111,726,719127,022,36615,990,864715,96816,706,832(72,364,093) 71,365,105Share-based payments--933,120-933,120-933,120Fair value of warrantsissued for arrangement fee on gold loan payable--50,000 -50,000 -50,000Total comprehensive lossfor the year-----(3,763,075) (3,763,075) Balance, December 31, 2019111,726,719127,022,36616,973,984715,96817,689,952(76,127,168) 68,585,150Share-based payments--1,784,500-1,784,500-1,784,500Private placements,netof shareissue costs8,609,6583,850,209----3,850,209Shares issued for cash on exercise of stock options188,000158,090----158,090Fair value of cash stock options transferred to share capital-51,980(51,980)-(51,980)--Shares issued on cashless exercise of stock options105,877------Share issue costson cashless exercise of options-(40,157)----(40,157)Share issue costs-(40,990)----(40,990)Fair value of cashless stock options transferred to share capital-178,480(178,480)-(178,480)--Warrants exercised20,00010,000----10,000Total comprehensive loss for the year-----(3,129,368)(3,129,368)Balance, December 31, 2020120,650,254131,189,978 18,528,024715,96819,243,992(79,256,536)71,177,434 The accompanying notes are an integral part of these consolidated financial statements. Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars61.Nature of operationsAlmaden Minerals Ltd. (the “Company” or “Almaden”) was formedby amalgamation under the laws ofthe Provinceof British Columbia, Canadaon February 1, 2002. The Company is an exploration stage public company that is engaged directly in the exploration and development ofexploration and evaluation propertiesin Canada and Mexico.The address of the Company’s registered office is Suite1710–1177West Hastings Street, Vancouver, BC, Canada V6E 2L3.The Company is in the businessof exploring and developing mineral projects and its principal asset is the Ixtaca precious metals project located on itsTuligtic claim in Mexico. The Company has not yet determined whether this project has economically recoverablemineral reserves. The recoverability of amounts shownfor mineral propertiesis dependent upon the establishment of asufficient quantity of economically recoverable reserves, the ability of the Company to obtainthe necessary financing or participation of joint venture partners to complete development of the properties,and upon future profitable production or proceeds from the disposition of exploration and evaluation assets. 2. Basis of presentation (a)Statement of Compliance with International Financial Reporting Standards(“IFRS”)These consolidated financial statements have been prepared in accordance and compliance with IFRS asissued by the International Accounting Standards Board (“IASB”)and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).(b)Basis of preparation Theseconsolidated financial statements have been prepared on a historical costbasisexcept for the revaluation of certain financial assets and financial liabilities at fair value through profit or loss.In addition, these financial statements have been prepared using the accrualbasis of accounting,except for cash flow information.These consolidated financial statements, including comparatives, have been prepared on the basis of IFRS standards that are effective as at December 31, 2020. Certain amounts in prior yearshave been reclassifiedto conform to the current period presentation.(c)Functional currencyThe functional and reporting currency of the Company and its subsidiaries is the Canadian dollar. Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars72.Basis of presentation (Continued)(d)Significant accounting judgments and estimatesThe preparation of these consolidated financial statements requires management to makejudgements andestimates that affect the reported amounts of assets and liabilities at the date of the consolidated financialstatements and reported amounts of expenses during the reporting period. Actual outcomes could differ from thesejudgements andestimates. The consolidated financial statements includejudgements andestimates which, by theirnature, are uncertain. Theimpacts of suchjudgements and estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both current and future periods.Significant assumptions about the future and other sources of judgements and estimatesthat management has made at the statement of financial position dates, that could result in a materialadjustment to the carrying amountsof assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following: Critical JudgmentsoThe analysis of the functional currency for each entity of the Companydetermined by conducting an analysis of the considerationfactors identified in IAS 21, “The Effect of Changes in Foreign Exchange Rates”. In concluding that the Canadian dollar is the functional currency ofthe 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.EstimatesoA global pandemic related to COVID-19 was declared in March 2020. The current and expected impacts on global commerce have been, and are anticipated to be, far-reaching. To date, there has been significant volatility in commodity prices and foreign exchange rates, restrictions on the conduct of business in many jurisdictions, including travel restrictions, and supplychain disruptions. There is significant ongoing uncertaintysurrounding COVID-19 and the extent and duration of the impact that it may have;oThe recoverability of accounts receivable which isincluded in the consolidated statementsof financial position;oThe estimated useful lives of property, plant and equipment which are included in the consolidated statementsof financial position and the related depreciation included in profit orloss;oThe recoverability of the value of theexploration and evaluationassetswhich is recorded in the consolidated statements of financial position (Note 3(f)); Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars82.Basis of presentation (Continued)(d)Significant accounting judgments and estimates(Continued)Estimates(Continued)oThe Company uses the Black-Scholes option pricing model to determine the fair value of options,warrants, andderivative financial liabilitiesin order to calculate share-based payments expense and the fair value of finders’ warrantsand stock options. Certain inputs into the model are estimatesthat involve considerable judgment or could be affected by significant factors that are out of the Company’s control;oThe provision for income taxes whichis included inprofit or loss and the composition of deferred income taxliabilityincluded in the consolidated statement of financial positionand the evaluation of the recoverability of deferred tax assets based on anassessment of the Company’s abilityto utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions;oThe assessment of indications of impairment ofeach exploration and evaluation asset and property plant and equipment and related determination of the net realizable value and write-down of those assets where applicable(Note 3(f));oThe estimated incremental borrowing rate used to calculate the lease liabilities;oThe estimated fair value of gold in trust; andoThe estimated initial fair value of gold loan payable.3. Significant accounting policies(a)Basis of consolidationTheseconsolidated financial statementsinclude the accounts of the Company and its wholly-owned subsidiaries as follows:JurisdictionNature of operationsPuebla Holdings Inc.CanadaHolding companyMinera Gorrion, S.A. de C.V.MexicoExploration companyMolinos de Puebla, S.A. de C.V.MexicoHolding companyInter-company balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated in preparing theseconsolidated financial statements.(b)Foreign currenciesTransactions in currencies other than the functional currency are recorded at the rates of exchange prevailing on the transactiondates. At each financial position reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at the date ofthe statement of financial position. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars93.Significant accounting policies(Continued)(c)Financial instrumentsA financial asset is classifiedas measured at: amortized cost,fair value through other comprehensive income (FVOCI),or fair value through profit or loss (FVTPL). The classification of financial assets is generally based on the business model in which a financial assetismanaged and its contractual cash flow characteristics. Derivatives embedded in contracts where the host is a financial asset in the scope of the standard are never separated. Instead, the hybrid financial instrument as a whole is assessed for classification. TheCompany's financial assets consist primarily of cash and cash equivalents, and accountsreceivable and are classified at amortized cost.Financial liabilities comprise the Company’s trade and other payables. Financial liabilities are initially recognizedon the date they are originated and are derecognized when the contractual obligations are discharged or cancelled or expire. Trade and other payables andlease obligations are recognized initially at fair value and subsequent are measured at amortized costs using the effective interest method, when materially different from the initial amount.Derivativefinancial liabilities are classified as FVTPL. Fair value is determined based on the present value of future cash flow, discounted at the market rate ofinterest.(i)Impairment of financial assetsAn ‘expected credit loss’ (ECL) model applies to financial assets measured at amortized cost, contract assets and debt investments at FVOCI, but not to investments in equity instruments. The Company's financial assets measured at amortized cost and subject to the ECL model include cash andcash equivalents, and accounts receivable.(ii)Embedded derivativesDerivatives may be embedded in other financial instruments (the “host instrument”). Embeddedderivatives are treated as separate derivatives when their economic characteristics and risksare notclearly and closely related to those of the host instrument, theterms of the embedded derivative are thesame as those of a stand-alone derivative, and the combined contract is not held for trading ordesignated at fair value. These embedded derivativesare measured at fair value with subsequentchanges recognized in profit or loss.(d)Cash and cash equivalentsCash equivalents include money market instruments which are readily convertible into cashorhave maturities at the date of purchase ofless than ninety days.(e)Property, plant and equipmentProperty, plant and equipment are stated at cost less accumulated depreciation and impairment losses, and are depreciated annually on a declining-balance basis if available-for-use at the following rates: Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars103.Significant accounting policies(Continued)(e)Property, plant and equipment(Continued)Furniture,fixturesand other20%Computer hardware and software30%Geological library20%Field equipment20%Mill equipmentStraight line over mine life (11 years)(f) Exploration and evaluationassetsThe Company is in the exploration stage with respect to its investment in exploration and evaluation assets and,accordingly,follows the practice of capitalizing all costs relating to the acquisition of, exploration for and development of mineral claims to which the Company has rights and crediting all proceeds received from farm-out arrangements or recovery of costsagainst the cost of the related claims. Acquisition costs include, but are not exclusive to land surface rights acquired. Deferred exploration costs include, but are not exclusivetogeological, geophysical studies, annual mining taxes, exploratory drillingand sampling.At such time as commercial production commences, these costs will becharged to profit or loss on a unit-of-production method based onproven and probable reserves. The aggregate costs related to abandoned mineral claims are charged toprofit or lossat the time of any abandonment or when it has been determined that thereis evidence of an impairment.The Company considers the following facts and circumstances indetermining if it should test exploration and evaluation assets for impairment:(i)the period for which the Company has the right to explore in the specificarea has expired during the period or will expire in the near future, and is not expected to be renewed;(ii)substantive expenditure on further exploration for and evaluation ofmineral resources in the specific area is neither budgeted nor planned;(iii)exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and(iv)sufficient data exists to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation assets is unlikely tobe recoveredin full from successful development or by sale.An impairment charge may be reversed but only to the extent that this does not exceed the original carrying value of the property that would have resulted if no impairment had been recognized. General exploration costs in areas of interest in which the Company has not secured rights areexpensed as incurred.The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain financing to complete development of the properties, and on future production or proceeds of disposition. Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars113.Significantaccounting policies(Continued)(f) Exploration and evaluationassets (Continued)The Company recognizes inprofit or losscosts recovered on exploration and evaluation assets whenamounts received or receivable are in excess of the carrying amount.Once the technical feasibilityand commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable tothat area of interest are first tested for impairment and then reclassified to development asset within property, plant and equipment.All capitalized exploration and evaluation expenditures are monitored for indications of impairment. Where a potentialimpairment is indicated, assessments are performed for each area of interest. To the extent that exploration expenditure is not expected to be recovered, it is charged to profit or loss.Exploration areas where reserves have been discovered, but require major capital expenditure before production can begin, are continually evaluated to ensure that commercial quantities of reserves exist or to ensure that additional exploration work is underway as planned.(g) Impairment of property, plant and equipment Property, plant and equipment are reviewed for impairment at least annually, or if there is any indication that the carrying amount may not be recoverable. If any such indication is present, the recoverable amount of the asset is estimated in order to determine whether impairment exists. Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cashgenerating unit to which the asset belongs.An asset’s recoverable amount is the higher of fair value less costs of disposaland value in use. In assessing value in use, the estimated future cash flows are discounted to their present value, using a pre-tax discount rate that reflects current market assessments of the time value of money andthe risks specific to the asset for which estimates of future cash flows have not been adjusted.If the recoverable amount of an asset or cash generatingunit is estimated to be less than its carrying amount, the carrying amount is reduced to the recoverable amountby way of recording an impairment charge to profit or loss. Where an impairment subsequently reverses, the carrying amount is increased to therevised estimate of recoverable amount but only to the extent that this does not exceed the carryingvalue that would have been determined if no impairment had previously been recognized. (h) Income taxesIncome tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to items recognized directly in equity or in other comprehensive income. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars123.Significant accounting policies(Continued)(h) Income taxes(Continued)Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognizedfor taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it isno longer probable that the related tax benefit will be realized.(i)Share-based paymentsThe Company’s stock option plan allows Company employees, directors, officers and consultants to acquire shares of the Company. The fair value of options granted is recognized as share-based payment expense with a corresponding increase in equity reserves. An individual is classified as an employee when the individual is an employeefor legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee.Fair value is measured at grant date, and each tranche is recognized using the graded vesting method over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option-pricing model, taking into account the terms and conditions uponwhich the options were granted. At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the actual number of stock options that are expected to vest.In situations where equity instruments are issued to consultants and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at the fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of goods or services received. Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars133. Significant accounting policies(Continued)(j) SharecapitalProceeds from the exercise of stock options and warrants are recorded as share capital in the amount for which the option or warrant enabled the holder to purchase a share in the Company, in addition to the proportionate amount of reserves originally created at the issuance of the stock options or warrants. Share capital issued for non-monetary consideration is valued at the closing market price at the date ofissuance. The proceeds from the issuance of units are allocated between common shares and common share purchase warrants based on the residual value method. Under this method, the proceeds are allocated to common shares based on the fair value of a common share at the announcementdate of the unit offering and any residual remaining is allocated to common share purchase warrants.(k) Reclamation and closure costobligationsDecommissioning and restoration provisions are recorded when a present legal orconstructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, anda reliable estimate of the amount of the obligation can be made. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation and discount rates. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows discounted for the market discount rate. Over time,the discounted liability is increased for the changes in the present value based on the currentmarket discount rates and liability risks. When some or allof the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount receivable can be measured reliably. When the Company enters into an option agreement on its exploration and evaluations assets, as part of the option agreement, responsibility for any reclamationand remediation becomes theresponsibility of the optionee.(l) Net loss per shareThe Company presents the basic and diluted net loss per share data for its common shares, calculated bydividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Dilutednet loss per share is determined by adjusting thenet loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares (Note 11). Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars143. Significant accounting policies(Continued)(m) LeasesAt inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement exists, and if the Company has the right to direct the use of the asset. At inception or on reassessmentof a contract that contains a lease component, the Company allocates theconsideration in the contract to each lease component on the basis of their relative standalone prices.As a lessee, the Company recognizes a right-of-use asset and a lease liability at the commencement date of a lease. The right-of-use asset is initially measured at cost, which iscomprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.The right-of-use asset is subsequently depreciated using the straight line method from the commencementdate to the earlier of the end of the lease term, or the end of the useful life of the asset.In addition, the right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by the interest rate implicit in the lease, or if that rate cannot be readily determined, the incremental borrowing rate. Lease payments included in the measurement of the lease liability are comprised of:•fixed payments, including in-substance fixed payments, less any lease incentives receivable; •variable lease paymentsthat depend on an index or a rate, initially measured using the indexor rate as at the commencement date;•amounts expected to be payable under a residual valueguarantee;•exercise prices of purchase options if the Company is reasonably certain to exercise that option; and •payments of penalties for terminating thelease, if the lease term reflects the lessee exercising an option to terminate the lease.The lease liability is measured at amortized cost using the effective interest method. It is remeasuredwhen there is a change in future lease payments arising froma change in an index or rate, or if there is a change in the estimate or assessment of the expectedamount payable under a residual value guarantee, purchase, extension or termination option. Variable lease payments not included in the initial measurementof the leaseliability are charged directly to profit or loss.The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of12 months or less and leases of low-value assets. The lease payments associated with these leases are charged directly to profit or loss on a straight-line basis over the lease term. Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars153. Significant accounting policies(Continued)(n)Standards issuedor amended but not yet effectiveThe Company has not applied the following revised IFRS that has been issued but was not yet effective at December 31, 2020. This accounting standard is not currently expected to have a significant effect on the Company’s accounting policies or financial statements. IAS 16, Property, Plant andEquipment-Proceeds before Intended Use(effective January 1, 2022). The amendment prohibits deducting from the cost of property, plant and equipment amounts received from selling items produced while preparing the asset for its intended use. Instead, a company will recognize such sale proceeds and related cost in profit or loss. 4. Accounts receivable and prepaid expensesAccounts receivable and prepaid expenses consist of thefollowing:December 31, December 31,20202019Accounts receivable(Note 10(b))$ 122,967$ 100,209Prepaid expenses52,04160,508$ 175,008$ 160,717At December 31, 2020, the Company has recorded value added taxes of $120,964(2019-$276,407)included in exploration and evaluation assets,as the value added tax relates to certain projectsand is expected to be recovered when the assets are sold(Note 7).5. Right-of-use assets and lease liabilitiesThe Company has lease agreements forits headquarter office space in Vancouver, B.C.Upon transition to IFRS 16, the Company recognized $394,654 of ROU assets and $394,654 of lease liabilities.The continuity of lease liabilities for the yearsended December 31,2020 and 2019 areas follows:December 31,2020December 31,2019Opening balance$ 292,679$ 394,654Less: lease payments(143,428)(134,280)Interest expense21,48032,305170,731292,679Less:current portionof lease liabilities(134,950)(121,948)Long-term portion of lease liabilities$ 35,781$ 170,731 Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars165. Right-of-use assets and lease liabilities (Continued)The continuity of ROU assets for the yearsended December 31, 2020 and 2019 areas follows:December 31,2020December 31,2019Opening balance$ 273,222$ 394,654Less: amortization of ROU assets(121,432)(121,432)$ 151,790$ 273,222During the year ended December31, 2020, the Company recognizedoccupancy expenses of $45,248(2019 -$39,561; 2018 -$Nil)related to short term leases.As at December 31, 2020, the remaining payments for the operating leaseare due as follows:20212022202320242025TotalOffice lease$192,336$48,084---$240,4206. Property, plant and equipment (1)At December 31, 2019, the Company accrued in accounts payable USD$250,000 ($324,700) for a storage extension fee of the mill equipment in Alaska to October 31, 2020. On June 12, 2020, the landlord agreed to reduce the storage fee from USD$250,000 to USD$150,000 that resulted in a USD$100,000 ($129,880) reduction in capitalized mill equipment in property, plant and equipment. The remaining outstanding storage fee of USD$50,000 is recorded in accounts payable as at December 31, 2020.Furniture and fixtures andotherComputer hardwareComputer softwareGeological libraryField equipmentMill equipmentTotal$$$$$$$CostDecember 31, 2019158,219251,346197,35151,760245,64714,098,44615,002,769Additions/reduction (1)-5,5271,256--(129,880)(123,097)December 31,2020158,219256,873198,60751,760245,64713,968,56614,879,672 Accumulated depreciationDecember 31, 2019143,541231,597179,71350,228229,364-834,443Depreciation4,1216,4635,4173063,257-19,564December 31, 2020147,662238,060185,13050,534232,621-854,007Carrying amountsDecember 31, 201914,67819,74917,6381,53216,28314,098,44614,168,326December 31,202010,55718,81313,4771,22613,02613,968,56614,025,665 Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars176. Property, plant andequipment (Continued)The Company acquired the Rock Creek mill on June 12, 2018. As at December 31, 2018, mill equipment of $13,673,883isrecorded in property, plant and equipment and will be depreciated when the mill equipment is in the conditionand location ready for its intended use, which will commence once the Company enters thecommercial production phase.On August 9, 2018, the Company paid USD$250,000($326,000) to extend the mill storage in Alaska, USA until October 31, 2019. An additional extensionto October 31,2020 wasgranted by paying a further USD$250,000($324,700)of which was accrued in accounts payable at December 31, 2019. The Company paid the extension feeof USD$50,000 ($64,940) on January 31, 2020 with the remaining in accounts payable as at December 31, 2020.During the year ended December 31, 2019, an additional mill mobilization payment of USD$75,000 ($99,863) (2018 -USD$352,200 ($463,777))weremadeand recorded in mill equipment under property, plant and equipment.Furniture and fixtures and otherComputer hardwareComputer softwareGeological libraryField equipmentMill equipmentTotal$$$$$$$CostDecember31, 2018158,219248,896196,76751,760245,64713,673,88314,575,172Additions-2,450584--424,563427,597December 31, 2019158,219251,346197,35151,760245,64714,098,44615,002,769Accumulated depreciationDecember 31, 2018138,928223,878172,30049,845225,293-810,244 Depreciation4,6137,7197,4133834,071-24,199December 31, 2019143,541231,597179,71350,228229,364-834,443Carrying amountsDecember 31, 201819,29125,01824,4671,91520,35413,673,88313,764,928December 31, 201914,67819,74917,6381,53216,28314,098,44614,168,326 Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars187.Exploration and evaluation assetsTuligticOther PropertyTotalExploration and evaluation assets $$$Acquisition costs:Opening balance -(December 31, 2019) 9,460,27419,460,275Additions859,236-859,236Closing balance -(December31, 2020)10,319,510110,319,511Deferred exploration costs:Opening balance -(December 31, 2019) 47,512,735-47,512,735Costs incurred during the yearProfessional/technical fees137,167-137,167Claim maintenance/lease costs159,934-159,934Geochemical, metallurgy11,947-11,947Technical studies117,058-117,058Travel and accommodation 125,679-125,679Geology, geophysics and exploration111,773-111,773Supplies and miscellaneous115,587-115,587Environmentaland permit6,916-6,916Value-added tax (Note 4)120,964120,964Refund -Value-added tax(133,442)-(133,442) Total deferred exploration costs during the year773,583-773,583Closing balance -(December31, 2020)48,286,318-48,286,318Total exploration and evaluation assets58,605,828158,605,829 Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars197.Exploration and evaluation assets(Continued)TuligticOther PropertyTotalExploration and evaluation assets $$$Acquisition costs:Opening balance -(December 31, 2018) 9,159,95119,159,952Additions300,323-300,323Closing balance -(December 31, 2019) 9,460,27419,460,275Deferred exploration costs:Opening balance -(December 31, 2018) 45,518,518-45,518,518Costs incurred during the yearDrilling and related costs9,948-9,948Professional/technical fees74,921-74,921Claim maintenance/leasecosts165,420-165,420 Geochemical, metallurgy150,881-150,881Technicalstudies807,270-807,270Travel and accommodation 470,815-470,815Geology, geophysics and exploration233,067-233,067Supplies and miscellaneous112,492-112,492Environmentaland permit262,538-262,538Value-added tax (Note 4)276,407276,407Refund -Value-added tax(67,922)-(67,922)Impairment of deferred exploration costs(501,620)-(501,620)Total deferred exploration costs during the year1,994,217-1,994,217Closing balance -(December 31, 2019) 47,512,735-47,512,735Total exploration and evaluation assets56,973,009156,973,010Impairment of deferred exploration costs during fiscal 2019 relatedto mineral concession taxes paid on portionsof certain mineral concessions droppedon the Tuligtic property.Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potentialfor problemsarising from the frequently ambiguous conveyancing history characteristic of many mineral claims. The Company has investigated title to all of its exploration and evaluation assets and, to the best of its knowledge, title to all of its interests are in good standing.The following is a description of the Company’s most significant propertyinterests: (a)TuligticIn 2001, the Company acquired by staking a 100% interest in the Tuligticpropertyin Puebla, Mexico.Theproperty contains the IxtacaZone. Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars207.Exploration and evaluation assets(Continued)(a)Tuligtic(continued)In 2015, legal proceedings against the Mexican mining authorities regarding certain mining concessions held by the Company were initiated by the Ejido Tecoltemi.These mining concessionscovered approximately 14,000 Ha, including the Company’s project in the Ixtaca Zone and certain endowed lands of the Ejido (the “Ejido Land”), which comprise approximately 330 Ha (the “Original Concessions”).In 2015, Almaden commenced a process to voluntarily cancel approximately 7,000 Ha of its Original Concessions, including the area covering the Ejido Lands. Almaden divided the Original Concessions into nine smaller concessions, which included two smaller mining concessions which overlapped the EjidoLands (the “Overlapping Concessions”) and then voluntarily cancelled the Overlapping 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.In 2017, the Ejido Tecoltemi filed a legal complaintabout the court order leading to the New Concessions. On February1, 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. 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 December 16, 2019 the General Directorate of Mines issued mineral title certificates directly to Almaden that the Original Concessions are active and owned by Minera Gorrión and the New Concessions are left without effect. Currently, applicable Mexican mining authority records show the Original Concessions as Almaden’s sole mineral claims to the Ixtaca Project.On January 21, 2020, Almaden filed an administrative challenge against the Mexican mining authorities’ issuance of the December 2019 Certificates.Almaden’s appeals to this change in mineral tenure are based on Mexican legaladvice that the New Concessions remain in full force and effect. Almaden continues to file taxes and assessment reports on the New Concessions, which have been accepted by the Mexican mining authorities, and Almaden has not received any notifications fromthe Mexican mining authorities regarding unpaid taxes on the Original Concessions.On February 14, 2020 and March 24, 2020, the Company entered into two amended option agreements to secure land holdings on the Tuligtic project. The Companyhas the option to acquire a 100% ownership of two land holdings for cash payments of $3,000,000 Mexico pesos (MXN) and USD$375,000 payable in early 2021 respectively.Payments are not refundable upon termination of the option agreement.(b)Other PropertyThe Company holds a 40% carried interest in the Logan property located in the Yukon Territory, Canada. The project is carried at a nominal value of $1. Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars218.Gold loan payableand gold in trustThe Company has entered into a secured gold loan agreement (“Gold Loan”) with Almadex Minerals Ltd. (“Almadex” or the “Lender”) pursuant to which Almadex has agreed to loan up to 1,597 ounces of gold bullion to the Company. The approximate value of this gold as at May14, 2019 was USD$2,072,060 or $2,790,858.Under the terms of the Gold Loan, the Companywill be entitled to draw-down the gold in minimum 400 ouncetranches.At any given time, the amount of gold ounces drawn multiplied by the London Bullion Market Association (“LBMA”) AM gold price in US dollars, plus any accrued interest or unpaid fees, shall constitute the Loan Value. The maturitydate for the Gold Loan is March 31, 2024, and can be extended by two years at the discretion of the Company(the “Term”). Repayment of the Loan Value shall be made either through delivery of that amount of gold drawn, or through the issuance of common shares of the Company(“Shares”), according to the Lender’s discretion. Mandatory prepayment shall be required in the event that the Company’sIxtaca gold-silver project locatedin Puebla State, Mexico (the “Ixtaca Project”) enters into commercial production during the Term, requiring the Companyto deliver 100 gold ounces per month to the Lender.In addition, the Companyhas the right to pre-pay the Loan Value at any time without penalty, in either gold bullion or Shares as chosen by the Lender, and the Lender has the right to convert the Loan Value into Shares at any time during the Term. The conversion rate is equal to 95% of the 5 trading day volume weighted average price ofthe Share on the Toronto Stock Exchange or an equivalent. The interest rate of the Gold Loan is 10% of the Loan Value per annum, calculated monthly, paid in arrears. Interest payments can either be accrued to the Loan Value, or paid by the Company in cash or gold bullion.A standby fee of 1% per annum, accrued quarterly, will be appliedto any undrawn amount on the Gold Loan. In addition, the Companyhas issued Almadex 500,000 transferable share purchase warrants (“Warrants”), with an exercise price of $1.50 per Share and expiry date of May 14, 2024 as an arrangement fee to coverthe administrative costs of setting up the credit facility. These warrants were valued at $50,000 using the Black-Scholes option-pricing model with the followingassumptions:expected life of five years, risk-free interest rate of 1.54%, expected dividend yield of 0% and expected volatility of 44.25%.Security for the loan iscertain equipment related to the Rock Creek Mill, which is not required for the Ixtaca Project. The Gold Loan includes industry standard provisions in the event of default, material breach and change of control. The Gold Loan was recorded at fair valueat inception and is subsequently measured at amortized cost using the effective interestmethod, recognizing interest expense on an effective yield basis.The Company has determined thatthe Gold Loan contains multiple derivatives which are embedded in the US dollar denominated debt instrument. As the convertible Gold Loan is denominated inUS dollars and is convertible into common shares based upon a variable Canadian dollar conversion rate, the fixed for fixed criteria is not met.As such,the conversion option cannot be classified as an equity instrument and is deemed to have no value.The embedded derivative from indexation of the loan principalportion to the movement in the price of gold is classified as a derivate financial liability and is marked to market at each period end using the Black-Scholes option-pricing model. Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars228.Gold loan payable and gold in trust (Continued)At inception,the following assumptions were used:expected life of five years, risk-free interest rate of 1.57% and expected volatility of 11.06%.The fair value of the embedded derivative for the year ended December 31, 2020decreased by $44,049based on the following assumptions used in the Black-Scholes option-pricing model: expected life of 3.25 years, risk-free interest rate of 0.33% and expected volatility of 12.92%.The continuity of gold loan payable andderivative financial liabilities are as follows:December 31, 2020December 31, 2019Gold loan payable–opening balance$ 2,541,338$ 2,790,858Less derivative financial liabilities on initial recognition-(378,324)Accrued interest expense261,15139,760Accrued standby fees9,53613,527Accretion expense100,563 158,495Expenses-5,136Foreign exchange difference(69,832)(88,114)Gold loan payable$ 2,842,756$ 2,541,338Derivative financial liabilities–opening balance$ 430,965$ 378,324Change in fair value through profit & loss(44,049)66,631Foreign exchange difference(11,499)(13,990)Derivative financial liabilities$ 375,417$ 430,965As at December 31, 2020, Almaden has 397 ounces (797 ounces at December 31, 2019) of gold bullion on its account at a fair value of $955,781($1,576,366at December 31, 2019).On January 22, 2020, the Company received $818,360on the sale of 400 ounces of gold in trust and has recorded a gain on sale of gold in trust of $19,413.On November 21, 2019, the Company received $777,704 on the sale of 400 ounces of gold in trust and has recorded a gain on sale of gold in trust of $88,228.On September 27, 2019, the Company received $800,000 on the sale of 400 ounces of gold in trustand has recorded a gain on sale of gold in trust of $112,704.The continuity of goldin trust areas follows:December 31, 2020December 31, 2019Ounces$Ounces$Gold intrust,opening balance7971,576,3661,5972,790,858Sale of gold in trust(400)(818,360)(800)(1,577,704)Gain on sale-19,413200,932Change in fair value through profit & loss-199,379236,217Foreign exchange difference-(21,017)(73,937)397955,7817971,576,366 Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars239. Share capital andreserves(a)Authorized share capitalAt December 31, 2020, the authorized share capital comprised an unlimited number of common shares. The common shares do not have a parvalue. All issued shares are fully paid.(b) Details of private placementsand other issues of common shares in 2020, 2019and 2018Share issue costsof $40,990 wasrecordedfor fees paid related to the Short Form Base Shelf Prospectus file subsequentto year-end on February25,2021.On August 6, 2020, the Company closed a non-brokered private placement by the issuance of 3,100,000 units at a price of $0.65 per unit for gross proceeds of $2,015,000. Each unit consists of one common share and one non-transferable common share purchase warrant. Each whole warrant allows the holder to purchase one common share of the Company at a price of $0.90 per share until August 6,2023. Share issue costs included a finder’s fee of $52,341 in cash. In connectionwith the private placement,the Company also incurred $108,674in share issue costs.These amounts were recorded as a reduction to share capital.The proceeds of the private placement were allocated entirely to share capital.On March 27, 2020, the Company closed a non-brokeredprivate placement by the issuance of 5,509,658 units at a price of $0.37 per unit for gross proceeds of $2,038,573. Each unit consists of one common share and one non-transferable common share purchase warrant. Each whole warrant allows the holder to purchase one common share of the Company at a price of $0.50 per share until March 27, 2023. In connection with the private placement, the Company also incurred$42,349 in share issuecosts.These amounts were recorded as a reduction to share capital. The proceeds of the private placement were allocated entirely to share capital.On June 7, 2018, the Company closed a non-brokered private placement by the issuance of 9,440,000 units at a price of $1.00 per unit for gross proceeds of $9,440,000. Each unit consists of one common share and one-half of one non-transferable common share purchase warrant. Each whole warrant allows the holder to purchase one common share of the Company at a price of $1.35 per share until June 7, 2022.The warrants are subject to anacceleration provision whereby if, commencing October 8, 2018, the daily volume weighted average trading price of the common shares on the Toronto stock exchange is higher than $2.00 for 20 consecutive trading days then, on the20th consecutive trading day of any such period (the “Acceleration Trigger Date”), the expiry date ofthe warrants may be accelerated by the Company to the 30th trading day afterthe Acceleration Trigger Date by the issuance of a news release announcing such acceleration within three trading days of the Acceleration Trigger Date.Share issuecostsincluded finders’ fee of $384,900 in cash, and finders’ warrants to purchaseup to 192,450 common shares at a price of $1.35 per common share until June 7, 2020. The fair value of the finders’ warrants was $36,566 per statement of equity. In connection with the private placement, the Company also incurred $216,659in other cash share issuecosts.These amounts were recorded as a reduction to share capital. Theproceeds of the private placement were allocated entirely to share capital. Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars249. Sharecapital andreserves(Continued)(c) WarrantsThe continuity of warrantsfor the yearsendedDecember 31, 2020, 2019and 2018areas follows:ExerciseDecember 31,December 31,Expiry dateprice2019IssuedExercisedExpired2020June 1, 2020$2.454,928,900--(4,928,900)-June 7, 2020$1.35192,450--(192,450)-June 7, 2022$1.354,720,000---4,720,000March 27, 2023$0.50-5,509,658(20,000)-5,489,658August 6, 2023$0.90-3,100,000--3,100,000May 14, 2024$1.50500,000---500,000Warrants outstanding and exercisable10,341,3508,609,658(20,000)(5,121,350)13,809,658Weighted averageexercise price$ 1.88$ 0.64$ 0.50$ 2.41$ 0.92The weighted average remaining life of warrants outstanding at December 31, 2020was2.08years (2019–1.53years).ExerciseDecember 31,December 31,Expiry dateprice2018IssuedExercisedExpired2019June 1, 2019$2.00295,734--(295,734)-August 7, 2019$2.001,259,704--(1,259,704)-August 7, 2019$1.3510,411--(10,411)-June 1, 2020$2.454,928,900---4,928,900June 7, 2020$1.35192,450---192,450June 7, 2022$1.354,720,000---4,720,000May 14, 2024$ 1.50-500,000--500,000Warrants outstanding and exercisable11,407,199500,000-(1,565,849)10,341,350Weighted averageexercise price$ 1.91$ 1.50-$ 2.00$ 1.88The weighted average remaining life of warrants outstanding at December 31, 2019 was1.53years (2018–2.14years). Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars259. Share capital andreserves(Continued)(c) Warrants(Continued)ExerciseDecember 31,December 31,Expiry dateprice2017IssuedExercisedExpired2018November 25, 2018$2.001,614,541--(1,614,541)-November 25, 2018$1.4422,972--(22,972)-June 1, 2019$2.00295,734---295,734August 7, 2019$2.001,259,704---1,259,704August 7, 2019$1.3510,411---10,411June 1, 2020$2.454,928,900---4,928,900June 7, 2020$1.35-192,450--192,450June 7, 2022$1.35-4,720,000--4,720,000Warrants outstanding and exercisable8,132,2624,912,450-(1,637,513)11,407,199Weighted averageexercise price$ 2.27$ 1.35-$ 1.99$ 1.91The weighted average remaining life of warrants outstanding at December 31, 2018 was2.14 years (2017–1.95years).The weighted average fair value of finders’ warrants granted during theyears ended December 31, 2020, 2019and 2018calculated using the Black-Scholes option-pricing model at the issuedates, are as follows: Weighted average assumptions usedNumber of warrantsDate of issueFair value per shareRisk free interest rateExpected life (in years)Expected volatilityExpected dividends500,000May 14, 2019$ 0.101.54%544.25%$Nil192,450June 7, 2018$ 0.191.94%254.02%$Nil(d)Share purchase option compensation planThe Company’s stock option plan permits the issuance of options up to a maximum of 10% of the Company’s issued share capital. Stock options issued to any consultant or person providing investor relations services cannot exceed 2% of the issuedand outstanding common shares in any twelve month period. At December 31, 2020, the Company had reserved523,025stockoptionsthat may be granted. The exercise price of any option cannot be less than the volume weighted average trading price of the shares for the five trading days immediately preceding the date of the grant.The maximum term of all options is five years. The Board of Directors determines the term of theoption (to a maximum of five years) and the time during which any option may vest.Options granted to consultants or persons providing investor relations services shall vest in stages with no more than 25% of such option beingexercisable in any three month period.All options granted during the years ended December 31,2020, 2019and2018vested on the grant date. Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars269. Share capital andreserves(Continued)(d)Share purchase option compensation plan(Continued)The Company’s stock option plan permits the option holder to exercise cashless by surrendering a portion ofthe underlying option shares to pay for the exercise price and the corresponding withholding taxes, if applicable.The continuity of stock options for the yearsended December31, 2020, 2019and 2018are as follows:(i)In accordance with the Company’s stock option plan, options holders exercised 100,000, 68,000and 580,000 stock options ona cashless basis at an exercise price of $0.79, $0.83 and $0.86respectively. The total number of shares issued in connection with the cashless exercise of options was 105,877.Expiry dateExercisepriceDecember 31,2019GrantedExercisedExpiredDecember31, 2020April 10, 2020$ 1.0390,000--(90,000)-April 30, 2020$ 1.53500,000--(500,000)-April 30, 2020$ 1.14100,000--(100,000)-April 30, 2020$ 1.04100,000--(100,000)-June 8, 2020$ 0.982,180,000--(2,180,000)-September 30, 2020$ 1.251,095,000-(25,000)(1,070,000)-September 30, 2020$ 0.83106,000-(106,000)(i)--September 30, 2020$ 0.79170,000-(150,000)(i)(20,000)-December 13, 2020$ 0.86762,000-(635,000)(i)(127,000)-February 7, 2021$ 1.11300,000---300,000February7, 2021$ 0.84425,000---425,000March 29, 2021$ 1.08400,000---400,000March 29, 2021$ 0.90100,000---100,000May 6, 2021$ 0.69557,000---557,000July 7, 2021$ 0.801,612,000---1,612,000August 13, 2021$ 1.01150,000---150,000September 16, 2021$ 0.901,160,000--(5,000)1,155,000December 12, 2021$ 1.00200,000---200,000March 4, 2022$ 0.47-1,130,000(5,000)-1,125,000April 30, 2022$ 0.41-115,000(15,000)-100,000April 30, 2022$ 0.58-220,000--220,000May 31, 2022$ 0.62-700,000--700,000June 9, 2022$ 0.64-2,180,000--2,180,000October 3, 2022$ 1.13-1,346,000--1,346,000December 15, 2022$ 0.89-972,000--972,000Options outstandingand exercisable10,007,0006,663,000(936,000)(4,192,000)11,542,000Weighted average exercise price$ 0.97$ 0.74$ 0.85 $ 1.12$ 0.80 Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars279. Share capital andreserves(Continued)(d)Share purchase option compensation plan(Continued)The weighted average remaining life of stock options outstanding at December 31, 2020was 1.08 years (2019–1.02years).The weighted average remaining life of stock options outstanding at December 31, 2019 was 1.02 years (2018–1.24years).Expiry dateExercisepriceDecember 31,2018GrantedExercisedExpiredDecember 31,2019January 2, 2019$ 1.04375,000--(375,000)-March 17, 2019$ 1.35207,000--(207,000)-May 4, 2019$ 1.99175,000--(175,000)-May 19, 2019$ 1.8475,000--(75,000)-June 12, 2019$ 1.8975,000--(75,000)-July 2, 2019$ 1.32150,000--(150,000)-July 2,2019$ 1.1960,000--(60,000)-July 2, 2019$1.341,427,000--(1,427,000)-September 19, 2019$ 1.401,160,000--(1,160,000)-April 10, 2020$ 1.0390,000---90,000April 30, 2020$ 1.53500,000---500,000April 30, 2020$ 1.14100,000---100,000April 30, 2020$ 1.04100,000---100,000June 8, 2020$ 0.982,180,000---2,180,000September 30, 2020$ 1.251,095,000---1,095,000September 30, 2020$ 0.83106,000---106,000September 30, 2020$ 0.79170,000---170,000December 13, 2020$ 0.86762,000---762,000February 7, 2021$ 1.11300,000---300,000February 7, 2021$ 0.84-425,000--425,000March 29, 2021$ 1.08400,000---400,000March 29, 2021$ 0.90-100,000--100,000May 6, 2021$0.69-557,000--557,000July 7, 2021$ 0.80-1,612,000--1,612,000August 13, 2021$ 1.01-150,000--150,000September 16, 2021$ 0.90-1,160,000--1,160,000December 12, 2021$ 1.00200,000---200,000Options outstandingand exercisable9,707,0004,004,000-(3,704,000)10,007,000Weighted average exercise price$ 1.19$ 0.83-$ 1.38$ 0.97 Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars289. Share capital andreserves(Continued)(d)Share purchaseoption compensation plan(Continued)Expiry dateExercisepriceDecember31,2017GrantedExercisedExpiredDecember31, 2018April 4, 2018$ 1.7490,000--(90,000)-May 6, 2018$ 1.41100,000--(100,000)-June 8, 2018$ 1.441,915,000--(1,915,000)-June 18, 2018$ 1.46250,000--(250,000)-June 29, 2018$1.7115,000--(15,000)-August9, 2018$ 1.91491,000--(491,000)-September 15, 2018$ 1.85170,000--(170,000)-December 11, 2018$ 0.72590,000-(575,000)(i)(15,000)-December 11, 2018$ 1.68150,000--(150,000)-December 11, 2018$ 1.8020,000--(20,000)-January 2, 2019$ 1.04375,000---375,000March 17, 2019$ 1.35207,000---207,000May 4, 2019$ 1.99175,000---175,000May 19, 2019$ 1.8475,000---75,000June 12, 2019$ 1.8975,000---75,000July 2, 2019$ 1.32150,000---150,000July 2, 2019$ 1.1960,000---60,000July 2, 2019$ 1.341,427,000---1,427,000September 19, 2019$ 1.401,160,000---1,160,000April 10, 2020$ 1.03-90,000--90,000April 30, 2020$ 1.53500,000---500,000April 30, 2020$ 1.14100,000---100,000April 30, 2020$ 1.04-100,000--100,000June 8, 2020$ 0.98-2,180,000--2,180,000September 30, 2020$ 1.251,195,000--(100,000)1,095,000September 30, 2020$ 0.83-106,000--106,000September 30, 2020$ 0.79-170,000--170,000December 13, 2020$ 0.86-762,000--762,000February 7, 2021$ 1.11-300,000--300,000March 29, 2021$ 1.08-400,000--400,000December 12, 2021$ 1.00-200,000--200,000Options outstandingand exercisable9,290,0004,308,000(575,000)(3,316,000)9,707,000Weighted average exercise price$ 1.39$ 0.97$ 0.72$ 1.54$1.19(j)In accordance with the Company’s stock option plan, options holders exercised 552,000 stock options on a cashless basis at an exercise price of $0.72. The total number of shares issued in connection with the cashless exercise of options was 64,094. Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars299. Share capital andreserves(Continued)(d)Share purchase option compensation plan(Continued)The weighted average remaining life of stock options outstanding at December 31, 2018was 1.24years (2017–1.33 years).The fair value of optionsgranted during the years ended December 31, 2020, 2019and 2018, calculated using the Black-Scholes option-pricing model at grant date, are as follows:Number of optionsDate of grantFair value per shareRisk freeinterest rateExpected life (in years)Expected volatilityExpected dividends972,000December 15, 2020$0.350.25%276.39%$Nil1,346,000October 1, 2020$0.350.24%265.81%$Nil2,180,000June 9, 2020$0.250.28%262.07%$Nil700,000May1, 2020$0.200.30%261.30%$Nil220,000April 29, 2020$0.220.32%261.31%$Nil115,000April 13, 2020$0.120.33%260.60%$Nil1,130,000March 4, 2020$0.200.92%255.66%$Nil1,160,000September 16, 2019$0.291.60%250.73%$Nil150,000August13, 2019$0.281.35%250.20%$Nil1,612,000July 4, 2019$0.191.58%245.82%$Nil557,000May 6, 2019$0.171.59%245.42%$Nil100,000March 1, 2019$0.221.68%250.79%$Nil425,000January 3, 2019$0.311.91%250.28%$Nil762,000December 13, 2018$0.241.89%249.38%$Nil200,000December12, 2018$0.282.06%349.50%$Nil170,000September 26, 2018$0.252.19%247.93%$Nil106,000August 15, 2018$0.212.09%248.39%$Nil2,180,000June 18, 2018$0.291.85%251.53%$Nil100,000May 7, 2018$0.33 1.95%255.21%$Nil90,000April 10,2018$0.311.85%255.18%$Nil400,000March 29, 2018$0.421.94%355.10%$Nil300,000February 7, 2018$0.481.99%364.14%$NilTotal share-based payments expenses as a result of options granted and vested during the year ended December 31, 2020was $1,784,500(2019 -$933,120; 2018-$1,308,740). 10.Related party transactions and balances(a)Compensation of key management personnelKey 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 & Projects, and the Vice President, ProjectDevelopment. The net aggregate compensation paid or payable to key management for services after recovery from Azucar Minerals Ltd. (Azucar) and Almadex Minerals Ltd.(Note 10(b)) is as follows: Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars3010.Related party transactions and balances(Continued)(a)Compensation of key management personnel (Continued)December 31,December 31,December 31,202020192018Professional fees$65,000$276,491$246,488Salaries and benefits(1)101,200 404,800705,591Share-based payments1,471,300768,0201,090,540Directors’ fees70,00070,00070,000$1,707,500$1,519,311$2,112,619(1)Effective May 1, 2019, the Chairman has deferred payment of his salary of $8,000 per month. The Company owes $160,000 to the Chairman asat December 31, 2020, which is recorded in accounts payable.(b)Administrative Services AgreementsThe Company recovers a portionof rent, office and licenseexpenses from Azucar pursuant to an Administrative Services Agreement dated May 15, 2015 and First AmendingAgreement dated December 16, 2015 between the Company and Azucar.The Company also recovers a portion of rent, office and license expenses from Almadex pursuant to an Administrative Services Agreement dated March 29, 2018 between the Company and Almadex.During the year ended December 31, 2020, the Company received$935,872(2019 -$639,320; 2018 -$542,657) from Azucarfor administrativeservices fees included in other incomeand received $468,227(2019 -$320,093; 2018 -$243,260) from Almadex for administrative services fees included in other income.At December 31, 2020,included in accounts receivable is$81,623(2019 - $61,873) due from Azucar and $40,678(2019-$34,296) due from Almadex in relation to expenses recoveries.Under the Administrative Services Agreements, the Company is the sole and exclusive manager of Azucar and Almadex that provides general management services, office space, executive personnel, human resources, geological technical support, accounting and financial servicesat cost with no mark-up or additional direct charge.The three companies are considered related parties though common directors and officers.(c)Other related party transactionsAt December 31, 2020, the Company accrued$37,689(2019 -$133,498) payable to Almadex for exploration and drilling services in Mexico.During the year ended December 31, 2020, the Company employed the Chairman’s daughter for a salary of $41,300 lessstatutory deductions (2019 -$41,300;2018 -$48,800) for marketing and administrative servicesprovided to the Company. Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars3111. Net lossper shareBasic and diluted net loss pershareThe calculation of basic net lossper share for theyear ended December 31, 2020was based on thelossattributable to common shareholders of $3,129,368 (2019 -$3,763,075; 2018 -$3,511,667)anda weighted average number of commonsharesoutstanding of117,264,220(2019 -111,726,719; 2018 -107,584,263). The calculation of diluted net lossper share for the yearended December 31, 2020, 2019and 2018 did not include the effect of stock options and warrants,as they were considered to beanti-dilutive. 12. Supplemental cashflow informationSupplemental information regarding non-cash transactions is as follows:Investing and financing activitiesDecember 31,2020December 31,2019December 31,2018Exploration and evaluation assets expenditures included in trade andother payables$ 48,038$166,154$ 694,167Right-of-use assets-(394,654)-Gold in trust-(2,790,858)-Gold loan payable-2,412,534-Derivative financial liabilities-378,324-Lease liabilities-394,654-Fair value of finders’ warrants--36,566Fair value of cash stock options transferred to share capital on exercise of options51,980-6,670Fair value of cashless stock options transferred to share capital on exercise of options178,480-160,080 Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars3212. Supplemental cash flow information(Continued)Supplemental information regarding the split between cash and cash equivalents is asfollows:December 31, 2020December 31,2019Cash$ 1,234,698$ 912,214Term Deposits1,300,000-$2,534,698$ 912,21413. Income Taxes(a)Theprovision for income taxes differs from the amounts computedby applying the Canadian statutory rates to the net loss before income taxesdue to the following:(b)The Company’s deferred income taxliability relates to the Mexican income tax and Special Mining Duty (“SMD”) associated with the Tuligtic project.December 31, 2020December 31, 2019December 31, 2018Lossbeforeincome taxes$ (3,129,368) $ (3,763,075)$ (3,511,667)Statutory rate27.00%27.00%27.00%Expected income tax(844,929)(1,016,030)(948,150)Effect ofdifferent tax rates in foreign jurisdictions27,574(23,478)(38,010)Non-deductible share-based payments481,815251,942353,360Other permanent items1,93710,1212,766Change in deferred tax assets not recognized300,50550,106151,738Share issuance costs(80,711)(2,638)(172,294)True-ups and other113,809729,977650,590Deferred income tax (recovery) expenses$ -$ -$ - Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars3313. Income Taxes(Continued)The significant components of deferredincome tax assets(liabilities) are as follows:December 31, 2020 December 31, 2019Deferred tax assetsNon-capital losses$ 4,132,896$ 4,132,896Deferred tax liabilitiesExploration and evaluation assets(5,567,778)(5,567,778)Net deferred tax liabilities$ (1,434,882)$ (1,434,882)(c)Deductible temporary differences, unused tax losses and unused tax credits for which no deferred tax assets have been recognized are attributable to the following:December 31, 2020December 31, 2019 Non-capital loss carry forwards$ 21,385,090$ 20,101,127Capital loss carry forwards24,538,99323,352,906Exploration and evaluation assets8,188,9228,188,922Share issue costs807,6441,035,649Property, plant and equipment-493,445Donations32,96010,000Investmenttax credit239,849239,849$ 55,193,458$ 53,421,898At December 31, 2020, the Company had operating loss carry forwards available for tax purposes in Canada of $23,680,582(2019-$19,498,082) which expire between 2032 and 2040andin Mexico of $13,793,233(2019-$14,383,103)which expire between 2022 and 2030.14. Financial instrumentsThefair values of the Company’s cash and cash equivalents, accounts receivable and trade and other payables approximate their carrying values because of the short-term nature of these instruments.Except for derivative financial liabilities, the Company does not carry any financial instruments at FVTPL.The Companyis exposed to certain financial risks, including currency risk, credit risk, liquidity risk, interest rate risk and commodity and equity price risk. Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars3414.Financial instruments(Continued)(a) Currency riskThe Company’s property interests in Mexico make it subject to foreign currency fluctuations and inflationary pressures which may adversely affect the Company’s financial position, results of operations and cash flows. The Company is affected by changes in exchange rates between the Canadian dollar,the US dollar and the Mexican peso. The Company does not invest in foreign currency contracts tomitigate therisks.As at December 31, 2020, the Company is exposed to foreign exchange risk through the following monetary assets and liabilities denominated in currencies other than the functional currency of the applicable subsidiary:All amounts in Canadian dollarsUS dollarMexican pesoCash and cash equivalents$250,280$ 326,344Gold in trust955,781-Total assets$ 1,206,061$ 326,344Trade and other payables$72,642 $39,000Gold loan payable2,842,756-Derivatives financial liabilities375,417-Total liabilities$3,290,815 $39,000Net assets$(2,084,754)$287,344A 10% change in theUS dollar exchange rate relative to the Canadian dollar would change the Company’s net lossby $208,000.A 10% change in the Mexican peso relative to the Canadian dollar would change the Company’s net loss by $29,000.(b) CreditriskThe Company’s cash and cash equivalents are held in large financial institutions, located in both Canada and Mexico. Cash equivalentsmature at less than ninety days during the twelve months following the statement of financial position date.The Company’s accounts receivable consist of amounts due from related partieswhich were subsequently collected.To mitigate exposure to credit risk on cash and cash equivalents, the Company has established policies to limit the concentration of credit riskwith any given banking institution where the funds are held, to ensure counterparties demonstrate minimum acceptable credit risk worthiness and ensure liquidity of available funds. As at December 31, 2020, the Company’s maximum exposure to credit risk is the carrying value of itscash and cash equivalents, and accounts receivable. Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars3514. Financial instruments(Continued)(c)Liquidity riskLiquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.The Company manages liquidity risk through the management of its capital structure.Trade and other payablesare due withintwelve months of the statement of financial position date.(d)Interest rate riskInterest rate risk is the risk that the fairvalue or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.The Company is exposed tovarying interest rates on cash and cash equivalents. The Company has nodebt bearingvariable interest rate.A 1% change in the interest rate would change the Company’s net lossby $25,000.(e)Commodity and equity price riskThe ability of the Company to explore its exploration and evaluation assetsand the future profitability of the Company are directly related to the market price of gold and other precious metals. The Company monitorsgold prices to determine the appropriate course ofaction to betaken by the Company.Equity price risk is defined as the potential adverse impact on the Company’s performance dueto movements in individual equity prices or general movements in thelevelof the stock market.(f)Classification of financial instrumentsIFRS 13 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value as follows:Level1 –quoted prices (unadjusted) in activemarkets for identical assets or liabilities;Level 2 –inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); andLevel 3 –inputs for the asset or liability that are not based on observablemarket data (unobservable inputs).The following table sets forth the Company’s financial assets and liabilities measured at fair value by level within the fair value hierarchy.Level 1Level 2Level 3Total$$$$Derivative financial liabilities-375,417-375,417 Almaden Minerals Ltd.Notes to the consolidated financial statementsFor the years ended December 31, 2020, 2019 and 2018Expressedin Canadian dollars3615. Management of capital The Company considers its capital to consist of components of equity. The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration of its exploration and evaluation assetsand to maintain a flexible capital structure which optimizes the costsof capital at an acceptablerisk.The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new sharesand, acquire or dispose of assets.In order to maximize ongoing exploration efforts, the Company does not pay out dividends. The Company’s investment policy is to invest its short-term excess cash in highly liquid short-term interest-bearing investments with short term maturities, selected with regards to the expected timing of expendituresfrom continuing operations.The Company expects its current capital resources will be sufficient to carry its exploration plans and operations for the foreseeable future.There were no changes to the Company’s approach to the management of capital duringthe period.16. Segmented informationThe Company operates in one reportable operating segment, being the acquisition and exploration of mineral resource properties.The Company’snon-current assets are located in the following geographic locations:December31, 2020December31,2019Canada$ 205,898$ 339,364United States13,968,56614,098,446Mexico58,608,82056,976,748$ 72,783,284$71,414,55817. Subsequent eventsOn February 9, 2021andMarch 2, 2021, the Company granted aconsultant, officers and directors an aggregate of 450,000 and 325,000 stock options in accordance with the terms of the Company’s stock option plan, each ofwhich is exercisable into one common share at an exercise price of $0.97and $0.96per share until February 9,2023and March 3, 2023 respectively.During February and March 2021, the Company received $564,750 on the exercise of 725,000 stock options with exercise prices from $0.69 to $0.84.On March 18, 2021, the Company closed a registered direct offeringfor the purchase and sale of 15,846,154 common shares and common sharewarrants to purchase up to 7,923,077 common sharesat a combined purchase price of US$0.65 per unitfor aggregategrossproceeds of US$10.3million. The common sharewarrants will be immediately exercisable, have an exercise price of US$0.80 per share and will expire three years from the date of issuance. This short form prospectus is a base shelf prospectus. This short form base shelf prospectus has been filed under legislation authorities in all provinces of Canada except QuØbec that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities, except in cases where an exemption from such delivery requirement is available. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale therein and only by persons permitted to sell such securities. See (cid:1)Plan of Distribution(cid:2). Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Executive Officer of Almaden Minerals Ltd. at Suite 210, 1333 Johnston Street, Vancouver, British Columbia, V6H 3R9, telephone (604) 689- 7644, and are also available electronically at www.sedar.com. SHORT FORM BASE SHELF PROSPECTUS New Issue February 25, 2021 US$60,000,000 Common Shares Warrants Subscription Receipts Units Almaden Minerals Ltd. ((cid:1)Almaden(cid:2), the (cid:1)Company(cid:2), (cid:1)we(cid:2) or (cid:1)us(cid:2)) may offer and sell from time to time (i) common shares ((cid:1)Common Shares(cid:2)), (ii) warrants to purchase Common Shares ((cid:1)Warrants(cid:2)), (iii) subscription receipts that entitle the holder to receive upon satisfaction of certain release conditions, and for no additional consideration, Common Shares or Warrants ((cid:1)Subscription Receipts(cid:2)), (iv) securities comprised of more than one of Common Shares, Warrants and/or Subscription Receipts, offered together as a unit ((cid:1)Units(cid:2)) (collectively, the (cid:1)Securities(cid:2)) or a combination thereof in one or more series or issuances up to an aggregate total offering price of US$60,000,000 during the 25-month period that this short form base shelf prospectus (the (cid:1)Prospectus(cid:2)), including any amendments thereto, remains effective. The Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set forth in an accompanying shelf prospectus supplement (a (cid:1)Prospectus Supplement(cid:2)). Almaden is permitted, under a multijurisdictional disclosure system adopted by the securities regulatory authorities in Canada and the United States, to prepare this Prospectus in accordance with the disclosure requirements of Canada. Prospective investors in the United States should be aware that such requirements are different from those of the United States. The financial statements incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ((cid:1)IFRS(cid:2)) and are subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies. The enforcement by investors of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the laws of British Columbia, Canada, all of the Company(cid:3)s directors and officers are residents of Canada, and some or all of the experts named in this Prospectus are residents outside of the United States, and all or a substantial portion of our assets and the assets of our officers and directors and those experts are located outside the United States. These securities have not been approved or disapproved by the United States Securities and Exchange Commission (the (cid:1)SEC(cid:2)) or any state or Canadian securities commission or regulatory authority nor has the SEC or any state or Canadian securities commission or regulatory authority passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence. Prospective investors should be aware that the acquisition of the Securities may have tax consequences in Canada and the United States. Such consequences may not be described fully herein or in any applicable Prospectus Supplement. Prospective investors should read the tax discussion contained in this Prospectus under the heading (cid:1)Certain Federal Income Tax Considerations(cid:2) as well as the tax discussion contained in the applicable Prospectus Supplement with respect to a particular offering of Securities. The specific terms of the Securities with respect to a particular offering will be set out in the applicable Prospectus Supplement. Where required by statute, regulation or policy, and where Securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to such Securities will be included in the Prospectus Supplement describing such Securities. All applicable information permitted under applicable laws to be omitted from this Prospectus that has been omitted will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus, except in cases where an exemption from such delivery requirement is available. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains. Prospective investors should read this Prospectus and any applicable Prospectus Supplement carefully before investing in any Securities issued pursuant to this Prospectus. No underwriter has been involved in the preparation of this Prospectus or performed any review of the contents of this Prospectus. This Prospectus constitutes a public offering of these Securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such Securities. The Company may offer and sell Securities to, or through, underwriters or dealers and may also offer and sell certain Securities directly to other purchasers or through agents pursuant to exemptions from registration or qualification under applicable securities laws. This Prospectus may qualify an (cid:1)at-the market distribution(cid:2) as defined in National Instrument 44-102 (cid:3) Shelf Distributions ((cid:1)NI 44-102(cid:2)). A Prospectus Supplement relating to each issue of Securities offered pursuant to this Prospectus will set forth the names of any underwriters, dealers or agents involved in the offering and sale of such Securities and will set forth the terms of the offering of such Securities, the method of distribution of such Securities including, to the extent applicable, the proceeds to the Company, if any, and any fees, discounts or any other compensation payable to underwriters, dealers or agents and any other material terms of the plan of distribution. In connection with any offering of Securities, except as otherwise set out in a Prospectus Supplement relating to a particular offering of Securities, the underwriters or dealers may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. However, no underwriter or dealer involved in an (cid:1)at-the-market distribution(cid:2), as defined in NI 44-102, no affiliate of such an underwriter or dealer and no person or company acting jointly or in concert with such an underwriter or dealer will over-allot Securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Securities. See (cid:1)Plan of Distribution(cid:2). The outstanding Common Shares are listed and posted for trading on the Toronto Stock Exchange (the (cid:1)TSX(cid:2)) under the symbol (cid:1)AMM(cid:2) and the NYSE American LLC (the (cid:1)NYSE American(cid:2)) under the symbol (cid:1)AAU(cid:2). On February 24, 2021, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSX was $1.00 and on the NYSE American was US$0.81. Unless otherwise specified in the applicable Prospectus Supplement, Subscription Receipts, Warrants and Units will not be listed on any securities exchange. Consequently, unless otherwise specified in the applicable Prospectus Supplement, there is no market through ii which the Subscription Receipts, Warrants and Units may be sold and purchasers may not be able to resell any such Securities purchased under this Prospectus. This may affect the pricing of the Subscription Receipts, Warrants and Units in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities and the extent of issuer regulation. The sale of Common Shares may be effected from time to time in one or more transactions at non-fixed prices pursuant to transactions that are deemed to be (cid:1)at the-market distributions(cid:2) as defined in NI 44-102 including sales made directly on the NYSE American or the TSX or other existing trading markets for the Common Shares, and as set forth in a Prospectus Supplement for such purpose. See (cid:1)Plan of Distribution(cid:2). The Company(cid:4)s head office is located at Suite 210, 1333 Johnston Street, Vancouver, British Columbia, V6H 3R9 and its registered office is located at 1177 West Hastings Street, Suite 1710, Vancouver, BC, Canada, V6E 2L3. Edward Wellman and R. Breese Burnley, each a person named as having prepared or certified a report which is referenced in this Prospectus or in a document incorporated by reference, reside outside of Canada (see (cid:1)Interests of Experts(cid:2) below). Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process in Canada. Investing in the Securities involves significant risks. Prospective purchasers of the Securities should carefully consider the risk factors described under the heading (cid:1)Risk Factors(cid:2) and elsewhere in this Prospectus, in documents incorporated by reference in this Prospectus and in the applicable Prospectus Supplement with respect to a particular offering of Securities. All dollar amounts in this Prospectus are in Canadian dollars, unless otherwise indicated. See (cid:1)Currency Presentation and Exchange Rate Information(cid:2). iii TABLE OF CONTENTS Page CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION .................................................... 1 CAUTIONARY NOTE TO UNITED STATES INVESTORS REGARDING PRESENTATION OF MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES ............................................................................................ 3 FINANCIAL INFORMATION ..................................................................................................................................... 3 CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION .......................................................... 3 DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................ 3 DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT ............................................................ 5 AVAILABLE INFORMATION ................................................................................................................................... 5 THE COMPANY .......................................................................................................................................................... 5 RECENT UPDATES ..................................................................................................................................................... 6 CONSOLIDATED CAPITALIZATION ...................................................................................................................... 8 USE OF PROCEEDS .................................................................................................................................................... 8 PLAN OF DISTRIBUTION .......................................................................................................................................... 8 DESCRIPTION OF SECURITIES ................................................................................................................................ 9 CERTAIN FEDERAL INCOME TAX CONSIDERATIONS .................................................................................... 13 PRIOR SALES ............................................................................................................................................................ 14 TRADING PRICE AND VOLUME ........................................................................................................................... 15 RISK FACTORS ......................................................................................................................................................... 16 INTERESTS OF EXPERTS ........................................................................................................................................ 17 LEGAL MATTERS .................................................................................................................................................... 17 ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES ....................................................................................... 17 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION .......................................................................... 18 CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION .................................................................... 18 CERTIFICATE OF THE COMPANY ...................................................................................................................... C-1 Readers should rely only on the information contained or incorporated by reference in this Prospectus and any applicable Prospectus Supplement. The Company has not authorized anyone to provide readers with different information. The Company is not making an offer to sell or seeking an offer to buy the Securities in any jurisdiction where the offer or sale is not permitted. Readers should not assume that the information contained in this Prospectus and any applicable Prospectus Supplement is accurate as of any date other than the date on the front of such documents, regardless of the time of delivery of this Prospectus and any applicable Prospectus Supplement or of any sale of the Securities. Information contained on the Company(cid:4)s website should not be deemed to be a part of this Prospectus or incorporated by reference herein and should not be relied upon by prospective investors for the purpose of determining whether to invest in the Securities. References to (cid:1)Almaden(cid:2), the (cid:1)Company(cid:2), (cid:1)we(cid:2) or (cid:1)us(cid:2) include direct and indirect subsidiaries of Almaden, where applicable. CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION This Prospectus, including the documents incorporated by reference herein, contain (cid:1)forward-looking information(cid:2) within the meaning of applicable Canadian securities laws and (cid:1)forward-looking statements(cid:2) within the meaning of applicable United States securities laws (referred to herein as (cid:1)forward-looking information(cid:2)). Forward-looking information includes statements that use forward-looking terminology such as (cid:1)plans(cid:2), (cid:1)expects(cid:2), (cid:1)budget(cid:2), (cid:1)estimates(cid:2), (cid:1)intends(cid:2), or (cid:1)believes(cid:2), or variations of such words and phrases or statements that certain actions, events or results (cid:1)may(cid:2), (cid:1)could(cid:2), (cid:1)would(cid:2), (cid:1)might(cid:2) or (cid:1)will be taken(cid:2), (cid:1)occur(cid:2) or (cid:1)be achieved(cid:2) or the negative of these terms or comparable terminology. By their nature, forward- looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements included in or incorporated by reference into this Prospectus include, but are not limited to, statements with respect to: anticipated results and developments in the Company(cid:4)s operations; planned exploration and development on the Company(cid:4)s Ixtaca gold and silver project on the Tuligtic Property (the (cid:1)Ixtaca Project(cid:2)); planned expenditures and budgets and the execution thereof; the feasibility of the Ixtaca Project; the Company(cid:4)s forecasts and expected cash flows; the Company(cid:4)s projected capital and operating costs; the Company(cid:4)s expectations regarding mining and metallurgical recoveries; mine life and production rates; disclosure regarding the permitting review process for the Ixtaca Project; the impact of legal actions in Mexico including the impact of the Amparo (as defined below) proceedings; the Company(cid:4)s plans to re-submit a revised MIA to Secretar(cid:237)a de Medio Ambiente y Recurso Naturales(cid:4) ((cid:1)SEMARNAT(cid:2)); the potential timing of the MIA resubmission; plans to continue regional exploration in an effort to expand the known resource at the Ixtaca Project; the expected extension of the Rock Creek Mill storage; the Company(cid:4)s belief that the Ixtaca Project will, long after final closure, make meaningful and enduring positive contributions to surrounding communities and beyond, the Company(cid:4)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 drystack tailing facilities, the Company(cid:4)s belief that the Ixtaca Project can be a showcase for modern, responsible mineral development in Mexico and define new ground in the realm of sustainable mining; the potential impact of ore sorting results on project economics and design; the potential for further discoveries within the Ixtaca Project area; disclosure regarding potential project financing; permitting time lines and requirements; requirements for additional capital and expected use of proceeds; the Company(cid:4)s cash resources and their adequacy to meet the Company(cid:4)s working capital and mineral exploration needs for its next fiscal year; the possible effect of changes in interest rates and exchange rates on the Company(cid:4)s future operations; the estimation of mineral reserves and mineral resources; the realization of mineral reserve estimates; the timing and amount of estimated future production; costs of production; capital expenditures; success of mining operations; environmental risks; unanticipated reclamation expenses; title disputes or claims; limitations on insurance coverage; and any other statement that may predict, forecast, indicate or imply future plans, intentions, levels of activity, results, performance or achievements. Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management, in light of management(cid:4)s experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, as of the date of this Prospectus including, without limitation, assumptions about: both Almaden(cid:4)s and the applicable Mexican authorities(cid:4) legal positions; the permitting and legal regimes in Mexico; future economic and political conditions; the timing and costs of future activities on the Company(cid:4)s properties, including but not limited to development and operating costs in the event that a production decision is made; success, timing, accuracy and results of exploration and drilling programs (including metallurgical testing), development and environmental protection and remediation activities; stability and predictability in Mexico(cid:4)s mineral tenure, mining, environmental and agrarian laws and regulations, as well as their application and judicial decisions thereon; continued respect for the rule of law in Mexico; prices for gold, silver and base metals remaining as estimated; future currency exchange rates remaining as estimated; availability of funds; capital, decommissioning and reclamation estimates; prices for energy inputs, labour, materials, supplies and services (including transportation); no labour-related disruptions; the ability to secure and maintain title and ownership to properties and the surface rights necessary for operations; community support in the Ixtaca Project; the ability to comply with environmental, health and safety laws; favourable equity and debt capital markets; the ability to raise any necessary capital on reasonable terms to advance the development of the Ixtaca Project; expectations about the ability to acquire resources and/or reserves through acquisition and/or development; future metal prices; the current exploration, development, environmental and other objectives concerning the Ixtaca Project being achieved and other corporate activities proceeding as expected; that third party contractors and equipment, including the Rock Creek mill, will be available and operate as anticipated; the accuracy of any mineral reserve and mineral resource estimates; the timing and reliability of sampling and assay data; the accuracy of budgeted exploration and development costs and expenditures; the cut-off grades; the taxation policies which will apply to the Ixtaca Project being consistent with the Company(cid:4)s expectations; the price of other commodities such as fuel; rates and interest rates; operating conditions being favourable, including whereby the Company is able 1 to operate in a safe, efficient and effective manner; political and regulatory stability; that all necessary governmental and third party approvals, licences and permits for the planned exploration, development and environmental protection activities will be obtained in a timely manner and on favourable terms; obtaining required renewals for existing approvals; sustained labour stability; positive relations with local groups and the Company(cid:4)s ability to meet any obligations under agreements with such groups; stability in financial and capital goods markets; and availability of equipment. While the Company considers these assumptions to be reasonable, the assumptions are inherently subject to significant business, social, economic, political, legal, regulatory, competitive and other risks and uncertainties, contingencies and other factors that could cause actual actions, events, conditions, results, performance or achievements to be materially different from those projected in the forward-looking information. Many assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct. Furthermore, such forward-looking information involves a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of the Company to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks related to: resource exploration and development; uncertainty in developing a commercially viable mining operation; impact of environmental impact assessment requirements on the Company(cid:4)s planned exploration and development activities on the Ixtaca Project; history of net losses; lack of cash flow and assurance of profitability; the need for additional capital; uncertainty of obtaining additional funding requirements; governmental regulations and the ability to obtain necessary licences and permits; possible dilution to present and prospective shareholders; the material risk of dilution presented by a large number of outstanding share purchase options and warrants; volatility of share price; mineral prices not supporting corporate profit; unfavourable laws and regulations; political risk in Mexico, crime and violence in Mexico; corruption; environmental risks, including environmental matters under Mexican rules and regulations; certainty of mineral title and the outcome of litigation; political, economic and social uncertainties; community relations; uncertainty of reserves and mineralization estimates; risks related to mineral properties being subject to prior unregistered agreements, transfers or claims and other defects in title; changes in environmental laws; dependence on management and other key personnel; conflicts of interest; foreign operations; changes to Mexican mining taxes; foreign currency fluctuations; operating hazards and risks associated with the mining industry; the ability to manage growth; competition from other mining exploration companies; lack of a dividend policy; cybersecurity risks; foreign incorporation and civil liabilities; the Company being deemed a passive foreign investment company; the relatively low trading volume of the Common Shares; impairment of exploration and evaluation assets; changes in project parameters as plans continue to be refined; possible variations in ore reserves, grade or recovery rates; accidents, labour disputes and other risks of the mining industry; availability of third party contractors; failure of equipment to operate as anticipated; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; changes in the application of standards pursuant to existing laws and regulations which may increase costs of doing business and restriction operations; the Company(cid:4)s dependence on one mineral project; and the unknown direct and indirect consequences of the COVID-19 pandemic, as well as those factors discussed under the heading (cid:1)Risks and Uncertainties(cid:2) in the Annual MD&A (defined below) and in the sections entitled (cid:1)Item 3. Key Information - Risk Factors(cid:2), (cid:1)Item 4. Information on the Company - Business Overview(cid:2), (cid:1)Item 4. Information on the Company (cid:3) Principal Property Interests(cid:2) and (cid:1)Item 5. Operating and Financial Review and Prospects(cid:2) in the Company(cid:4)s Annual Information Form (defined below) and all exhibits attached thereto. Although the Company has attempted to identify important factors that could cause actual actions, events, conditions, results, performance or achievements to differ materially from those described in forward-looking information, there may be other factors that cause actions, events, conditions, results, performance or achievements to differ from those anticipated, estimated or intended. See (cid:1)Risk Factors(cid:2) for a discussion of certain factors investors should carefully consider before deciding to invest in the Common Shares. The Company cautions that the foregoing lists of important assumptions and factors are not exhaustive. Other events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking information contained herein. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, investors should not place undue reliance on forward-looking information. Forward-looking information contained herein is made as of the date of this Prospectus and the Company disclaims any obligation to update or revise any forward-looking information, whether as a result of new information, future events or results or otherwise, except as and to the extent required by applicable securities laws. 2 CAUTIONARY NOTE TO UNITED STATES INVESTORS REGARDING PRESENTATION OF MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES The disclosure in this Prospectus has been prepared in accordance with the requirements of Canadian securities laws, which differ from the requirements of United States securities laws. Disclosure, including scientific or technical information, has been made in accordance with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects ((cid:1)NI 43-101(cid:2)). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Canadian standards, including NI 43-101, differ significantly from the requirements of the SEC. Accordingly, information contained in this Prospectus containing descriptions of the Company(cid:4)s mineral properties may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder. FINANCIAL INFORMATION Unless otherwise indicated, all financial information included and incorporated by reference in this Prospectus is determined using IFRS, which differs from United States generally accepted accounting principles. CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION The financial statements of the Company incorporated by reference in this Prospectus are reported in Canadian dollars. All dollar amounts referenced, unless otherwise indicated, are expressed in Canadian dollars and are referred to as (cid:1)$(cid:2) or (cid:1)C$(cid:2). United States dollars are referred to as (cid:1)US$(cid:2). The high, low and average rates for the United States dollar in terms of the Canadian dollars for each of the years ended December 31, 2019 and 2018 and each of the two most recent nine-month periods ended September 30 as quoted by the Bank of Canada, were as follows: High ................................................................................ Low ................................................................................. Average ........................................................................... Nine Months ended Sept 30 (C$) Year ended December 31 (C$) 2020 1.4496 1.2970 1.3541 2019 1.3600 1.3038 1.3292 2019 1.3600 1.2988 1.3269 2018 1.3642 1.2288 1.2957 On February 24, 2021, the daily average exchange rate for United States dollars expressed in terms of the Canadian dollar, as reported by the Bank of Canada, was US$1.00 = C$1.2548. DOCUMENTS INCORPORATED BY REFERENCE Information has been incorporated by reference in this Prospectus from documents filed with the securities commissions or similar authorities in each of the applicable provinces of Canada and filed with, or furnished to, the SEC. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Executive Officer of the Company at Suite 210, 1333 Johnston Street, Vancouver, British Columbia, V6H 3R9 and are also available electronically in Canada at www.sedar.com or in the United States through EDGAR at www.sec.gov. The filings of the Company on SEDAR are not incorporated by reference in this Prospectus except as specifically set out herein. The following documents, filed by the Company with the securities commissions or similar authorities in each of the applicable provinces of Canada, are specifically incorporated by reference into, and form an integral part of, this Prospectus: (a) annual information form of the Company filed on Form 20-F for the year ended December 31, 2019 (the (cid:1)Annual Information Form(cid:2)); 3 (b) the audited consolidated financial statements of the Company for the years ended December 31, 2019, 2018 and 2017, together with the independent registered public accounting firm(cid:4)s report thereon and the notes thereto; (c) management(cid:4)s discussion and analysis of the Company for the year ended December 31, 2019 (the (cid:1)Annual MD&A(cid:2)); (d) the unaudited interim consolidated financial statements for the three and nine months ended September 30, 2020 (the (cid:1)Interim FS(cid:2)) but excluding the (cid:1)Notice of No Auditor Review of Condensed Consolidated Interim Financial Statements(cid:2) contained in the Interim FS; (e) management(cid:4)s discussion and analysis for the nine months ended September 30, 2020; (f) the management information circular of the Company dated May 20, 2020 prepared in connection with the annual general meeting of shareholders of the Company held on June 30, 2020; (g) the material change report filed on August 6, 2020 with respect to the closing of the Company(cid:4)s non-brokered private placement; (h) the material change report filed on March 31, 2020 with respect to the closing of the Company(cid:4)s non-brokered private placement; and (i) the material change report filed on December 22, 2020 with respect to an update on permitting for the Ixtaca Project. Any document of the type referred to in section 11.1 of Form 44-101F1 of National Instrument 44-101 (cid:3) Short Form Prospectus Distributions filed by the Company with the securities commissions or similar regulatory authorities in the applicable provinces of Canada after the date of this Prospectus and prior to the date that is 25 months from the date hereof shall be deemed to be incorporated by reference in this Prospectus. To the extent that any document or information incorporated by reference into this Prospectus is included in a report that is filed with or furnished to the SEC pursuant to the United States Securities Exchange Act of 1934, as amended (the (cid:1)Exchange Act(cid:2)), such document or information shall also be deemed to be incorporated by reference as an exhibit to the Registration Statement (as defined below) (in the case of a report on Form 6-K, if and to the extent expressly provided in such report). Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference herein modifies, replaces or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. The Company may also incorporate other information filed with or furnished to the SEC under the Exchange Act, provided that information included in any report on Form 6-K shall be so deemed to be incorporated by reference only if and to the extent expressly provided in such Form 6-K. A Prospectus Supplement containing the specific terms of an offering of Securities will be delivered to purchasers of such Securities together with this Prospectus and will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement, but only for the purposes of the offering of Securities covered by that Prospectus Supplement. Upon a new annual information form and the related annual financial statements being filed by the Company with the applicable securities commissions or similar regulatory authorities during the currency of this Prospectus, the previous annual information form, the previous annual financial statements and all interim financial statements (and related management(cid:4)s discussion and analysis for such periods), material change reports and management information circulars filed prior to the 4 commencement of the Company(cid:4)s financial year in which the new annual information form is filed shall be deemed no longer to be incorporated into this Prospectus for purposes of further offers and sales of Securities hereunder. Upon interim consolidated financial statements and the accompanying management(cid:4)s discussion and analysis being filed by the Company with the applicable securities regulatory authorities during the period that this Prospectus is effective, the previous interim consolidated financial statements and the accompanying management(cid:4)s discussion and analysis filed shall no longer be deemed to be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus. In addition, upon a new management information circular for the annual meeting of shareholders being filed by the Company with the applicable securities regulatory authorities during the period that this Prospectus is effective, the previous management information circular filed in respect of the prior annual meeting of shareholders shall no longer be deemed to be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus. DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT The following documents have been, or will be, filed with the SEC as part of the Registration Statement (as defined below) of which this Prospectus forms a part: (1) the documents listed under (cid:1)Documents Incorporated by Reference(cid:2); (2) the consent of Davidson & Company LLP; (3) powers of attorney from certain of the Company(cid:4)s directors and officers; and (4) the consents of the (cid:1)qualified persons(cid:2) referred to in this Prospectus under (cid:1)Interests of Experts(cid:2). A copy of any warrant agreement or subscription receipt agreement, as applicable, will be filed by post-effective amendment or by incorporation by reference to documents filed or furnished with the SEC under the Exchange Act. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Exchange Act and applicable Canadian requirements and, in accordance therewith, files reports and other information with the SEC and with securities regulatory authorities in Canada. Under the multijurisdictional disclosure system adopted by the United States and Canada, such reports and other information may be prepared in accordance with the disclosure requirements of Canada, which requirements are different from those of the United States. As a foreign private issuer, the Company is exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and the Company(cid:4)s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. Prospective investors may read and download any public document that the Company has filed with the securities commission or similar regulatory authority in each of the applicable provinces of Canada on SEDAR at www.sedar.com. The reports and other information filed by the Company with, or furnished to, the SEC can be inspected on the SEC(cid:4)s website at www.sec.gov. The Company has filed with the SEC a registration statement on Form F-10 (the (cid:1)Registration Statement(cid:2)) under the United States Securities Act of 1933, as amended (the (cid:1)U.S. Securities Act(cid:2)) with respect to the Securities. This Prospectus, including the documents incorporated by reference herein, which forms a part of the Registration Statement, does not contain all of the information set forth in the Registration Statement, certain parts of which are contained in the exhibits to the Registration Statement as permitted by the rules and regulations of the SEC. For further information with respect to the Company and the Securities, reference is made to the Registration Statement and the exhibits thereto. Statements contained in this Prospectus, including the documents incorporated by reference herein, as to the contents of certain documents are not necessarily complete and, in each instance, reference is made to the copy of the document filed as an exhibit to the Registration Statement. Each such statement is qualified in its entirety by such reference. The Registration Statement can be found on EDGAR at the SEC(cid:4)s website: www.sec.gov. THE COMPANY The Company is engaged in the business of the acquisition, exploration and when warranted, development of mineral properties. The sole mineral property owned by the Company is the Tuligtic Property which hosts the Ixtaca Project, located in Puebla State, Mexico. The Ixtaca Project is 100% owned by the Company, subject to a 2% net smelter return royalty held by Almadex Minerals Ltd. The Ixtaca Project is at the exploration and development stage. For a further description of the business of the Company, see the item entitled (cid:1)Information on the Company(cid:2) in the Annual Information Form. 5 Permitting Update RECENT UPDATES On December 21, 2020, the Company announced that it has received notification from the Mexican federal permitting authority, SEMARNAT, that the Company(cid:4)s initial environmental permit application ((cid:1)MIA(cid:2)), a required permit in order to proceed to construction and operation of the Ixtaca Project, did not receive approval. The Company originally submitted the MIA in early 2019. The Company notes that since submitting its original MIA application there have been three different changes of the minister in charge of SEMARNAT. Although there have not been any substantive changes in that time to the laws that govern the mining industry, the social and political dialogue surrounding the role and responsibilities of mining in Mexico has been dynamic. For example, in an address to the Mexican Congress on November 4, 2020, the current head of SEMARNAT stated that no new open pit mining concessions would be allowed in Mexico, notwithstanding the absence of any current statutory prohibitions under Mexican law. The reasons cited by SEMARNAT for not approving the MIA include insufficient technical information regarding the impacts of the Ixtaca Project on the environment, local and regional area. Although not formally vested with authority on indigenous matters under a specific local body of law, SEMARNAT also expressed its opinion that indigenous persons are present in the area affected by the Ixtaca Project and indicated that this needs to be addressed in the context of obligations assumed by Mexico under ILO Convention 169 regarding the human right to free, prior, informed consultation of indigenous communities. Following its review of SEMARNAT(cid:4)s reasons, the Company engaged in conversations with a range of project and industry stakeholders in Mexico. Almaden remains convinced that the Ixtaca Project can be a showcase for modern, responsible mineral development in Mexico and to define new ground in the realm of sustainable mining. Accordingly, during 2021 the Company will be working towards submitting a revised MIA permit application which incorporates additional data presently available to the Company as well as data to be gathered in further field studies. In the meantime, the Company also plans to continue regional exploration in an effort to expand the known resource at the Ixtaca Project. There is no assurance that any future MIA permit application will be successful. Such an application may be subject to challenge or litigation by third parties, which may delay any decision in respect of the MIA application or which may inhibit the Company(cid:4)s ability to proceed with the Ixtaca Project even in the event of a positive outcome to the MIA application. Under Mexican law, in addition to the MIA permit, a number of additional permits from Federal, State, and Municipal authorities, including a Change of Use of Land permit, an explosives permit, a water usage permit, and permits relating to powerline construction and electrical use, among others, will be required in order to proceed to construction and operation of the Ixtaca Project. Almaden reiterates its commitment to comply with Mexican law. Almaden is able to access and conduct exploration activities at the Ixtaca Project, including exploration drilling and field activities relating to the preparation of permits necessary for construction and operation of the Ixtaca Project without a MIA permit. Mineral Title Lawsuit Update In April 2019, in a lawsuit (the (cid:1)Amparo(cid:2)) involving mining concessions held by Almaden which includes the Ixtaca Project, a lower court in Puebla State ruled that Mexico(cid:4)s mineral title system is unconstitutional on the basis that consultation of indigenous communities is not required before the granting of mineral title. Mexico(cid:4)s Federal Congress, Senate and Ministry of the Economy have each filed appeals against this decision before the Collegiate (appeals) Court in Mexico, as has the Company as an (cid:1)interested party(cid:2) in the action. The Company is not able to provide a timeframe regarding when a decision may be forthcoming from the Collegiate Court. The operations of the Collegiate Courts have been disrupted by the COVID(cid:3)19 pandemic and normal response times have been substantially delayed. The Company is able to access and work on the Ixtaca Project while the Amparo is before the Collegiate Court. 6 On January 13, 2021, the Second Chamber of the Supreme Court of Justice of the Nation ((cid:1)SCJN(cid:2)) issued a decision concerning a mining property in north Puebla state owned by a company unrelated to Almaden, where the constitutionality of Mexico(cid:4)s mining laws had been challenged. The SCJN, in a unanimous decision, confirmed that Mexico(cid:4)s mining law is constitutional. The Company(cid:4)s Mexican constitutional law attorney has advised that this decision will have to be taken into account in the Amparo being appealed before the Collegiate Court. In September, 2020, the second district court in Puebla State informed SEMARNAT that the existence of the Amparo does not prevent SEMARNAT from resolving a MIA in respect of the Ixtaca Project and that SEMARNAT is free to act within its jurisdiction and authority in respect of a MIA review. The standards for local implementation of the obligations assumed by Mexico under ILO Convention 169 regarding the human right to free, prior, informed consultation of indigenous communities are currently evolving. In the event of a negative outcome on the Amparo, as a result of a new MIA application, or for other reasons, consultation with indigenous communities by Mexican authorities and the Company may be required as a part of the permitting process for the Ixtaca Project. In the event consultation is required, this may halt or result in a significant delay in project development notwithstanding the extensive engagement already conducted by the Company in relevant communities. Mineral Tenure Update On December 1, 2020, the Company announced that a Mexican court denied the appeal filed by the Company in October 2019 objecting to the reinstatement by the Mexican mining authorities of approximately 7,000 Ha of mineral claims surrounding the Ixtaca Project, which the Company had previously dropped. This court decision upheld the action of Mexican mining authorities that reinstated the Company(cid:4)s original mineral claims covering the Ixtaca Project (the (cid:1)Original Concessions(cid:2)) as the Company(cid:4)s sole mineral claims over the Ixtaca Project, and leaving the reduced mineral claims the Company was awarded in 2017 (the (cid:1)New Concessions(cid:2)) as held without effect. The Company is currently studying the reasons for this judgement in order to plan next steps. In the meantime, the Original Concessions provide the Company with the same exploration and mining rights over the Company(cid:4)s Ixtaca Project as the New Concessions would, with the exception that the Company(cid:4)s mineral rights in the area are 7,000 Ha larger than they would otherwise be. The Company may not access or conduct any mining activities (including exploration/drilling activities) on the surface land of the Ejido Tecoltemi which constitutes 330 hectares at the extreme southeast edge of the Original Concessions in an area which the Company had sought to drop from its reduced mineral claims (the (cid:1)Ejido Lands(cid:2)). The Original Concessions over the Ejido Lands are subject to the Amparo. The Ejido Lands do not overlap the Ixtaca Project or its environmental or social area of impact. 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. Almaden continues to file taxes and assessment reports on the reduced concessions, which have been accepted by the Mexican mining authorities, and Almaden has not received any notifications from the Mexican mining authorities regarding taxes on the Original Concessions. Almaden is presently working to clarify what additional taxes, if any, may be payable on the Original Concessions. Update on Ixtaca Project On December 11, 2018, the Company announced the results of a feasibility study titled (cid:1)Ixtaca Gold-Silver Project, Puebla State, Mexico NI 43-101 Technical Report on the Feasibility Study(cid:2), which was prepared in accordance with NI 43-101. An update to the feasibility study was filed on SEDAR on October 3, 2019 (the (cid:1)Technical Report(cid:2)). Certain feasibility study highlights are provided below. (Base case uses US$1,275 gold per ounce and US$17 per ounce silver prices. Gold and silver equivalency calculations assume a 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 the first six years; • After-tax internal rate of return of 42% and after-tax payback period of 1.9 years; • After-tax net present value of US$310 million at a 5% discount rate; and • Initial capital cost estimate of US$174 million. 7 To date, the Company has invested approximately US$58 million in the discovery and advancement of the Ixtaca Project. In addition to the capital cost estimate of US$174 million, none of which has been spent to date, the Company anticipates incurring additional project expenditures of less than $10 million, exclusive of corporate general, administrative, discretionary exploration drilling, and financing costs, through to the commencement of construction, with such amounts relating to permitting costs, land acquisition, mill storage, and contingencies. Land acquisition costs generally refer to private acquisition agreements with surface landowners in order to facilitate the Change of Use of Land permit. The $10 million expenditure mentioned in this paragraph is not required for the purposes of maintaining the Ixtaca Project. Funding of this expenditure is anticipated to come through future equity offerings of the Company. The Company expects to keep the Rock Creek Mill in storage until the MIA permit is approved. The Rock Creek Mill has been dismantled and prepared for shipping. The significant events remaining prior to being in a position to commence construction are as follows: • MIA permit application and approval. Change of Use of Land permit. • Project financing. • Subject to financing, the Company intends to proceed with the preparation of a revised MIA and a Change of Use of Land permit during 2021. These permits will require several months for preparation, and once submitted, in the normal course the MIA permit may take up to one year for review by SEMARNAT, and in the normal course the Change of Use of Land permit would require approximately three months for a response. The Company expects that preparation of the MIA permit will require a detailed review of the existing field study data, as well as some additional field work. The Change of Use of Land permit will require the completion of a detailed mine plan showing precise locations of buildings, roads, and other excavations along with the associated scheduling. The Company(cid:4)s budget for the above significant events is approximately $1.0 million. In addition, should the Change of Use of Land permit be granted, the Company will be required to pay approximately $1.5 million to government authorities. CONSOLIDATED CAPITALIZATION There have been no material changes in the share and loan capital of the Company, on a consolidated basis, since September 30, 2020. USE OF PROCEEDS Unless otherwise indicated in a Prospectus Supplement relating to a particular offering of Securities, the Company intends to use the net proceeds from the sale of Securities for general working capital purposes which may include preparation and submission of applications for permits required to commence construction of the Ixtaca Project, additional engineering work, exploration activities, legal and litigation costs and indigenous consultation costs, among other things, and for one or more other general corporate purposes including to complete corporate acquisitions, to, directly or indirectly, finance future growth opportunities and to repay existing or future indebtedness. More detailed information regarding the use of proceeds, and the amount of net proceeds to be used for any such purposes will be set forth in any applicable Prospectus Supplement. The Company may invest net proceeds which it does not immediately use. Such investments may include short-term marketable investment grade securities. The Company is an exploration and development stage company and has not generated cash flow from operations. As at December 31, 2019 and during the nine months ended September 30, 2020, the Company had negative cash flow from operating activities. The Company expects to continue to incur negative consolidated operating cash flow and losses until such time as it achieves commercial production at a particular project. PLAN OF DISTRIBUTION The Company may, from time to time, during the 25-month period that this Prospectus remains valid, offer for sale and issue Securities. The Company may issue and sell up to an aggregate total offering price of US$60,000,000. 8 The Company may sell the Securities, separately or together, to or through underwriters or dealers, and also may sell Securities to one or more other purchasers directly or through agents. Each Prospectus Supplement will set forth the terms of the offering, including the name or names of any underwriters, dealers or agents and any fees or compensation payable to them in connection with the offering and sale of a particular series or issue of Securities, the public offering price or prices of the Securities and the proceeds to the Company from the sale of the Securities. The Securities may be sold, from time to time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices, including in transactions that are deemed to be (cid:1)at-the-market distributions(cid:2) as defined in NI 44-102, including sales made directly on the TSX, the NYSE American or other existing trading markets for the Securities. The prices at which the Securities may be offered may vary as between purchasers and during the period of distribution. If, in connection with the offering of Securities at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable Prospectus Supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial public offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters to the Company. Underwriters, dealers and agents who participate in the distribution of the Securities may be entitled under agreements to be entered into with the Company to indemnification by the Company against certain liabilities, including liabilities under the U.S. Securities Act and Canadian securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, the Company in the ordinary course of business. In connection with any offering of Securities, other than an (cid:1)at-the-market distribution(cid:2), the underwriters may over- allot or effect transactions which stabilize or maintain the market price of the Securities offered at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. No underwriter or dealer involved in an (cid:1)at the market distribution(cid:2), as defined in NI 44-102, no affiliate of such an underwriter or dealer and no person acting jointly or in concert with such an underwriter or dealer will over allot Securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Securities. Unless otherwise specified in the applicable Prospectus Supplement, the Warrants, Subscription Receipts and Units will not be listed on any securities exchange. Consequently, unless otherwise specified in the applicable Prospectus Supplement, there is no market through which the Warrants, Subscription Receipts or Units may be sold and purchasers may not be able to resell any such Securities purchased under this Prospectus. This may affect the pricing of the Warrants, Subscription Receipts and Units in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities and the extent of issuer regulation. No assurances can be given that a market for trading in Securities of any series or issue will develop or as to the liquidity of any such market, whether or not the Securities are listed on a securities exchange. Common Shares DESCRIPTION OF SECURITIES The Company(cid:4)s authorized share capital consists of an unlimited number of Common Shares without par value, of which 121,300,254 Common Shares were issued and outstanding as at February 24, 2021. There are also options outstanding to purchase up to 10,992,000 Common Shares at prices ranging from C$0.41 to C$1.13 and warrants outstanding to purchase up to 13,809,658 Common Shares at prices ranging from C$0.50 to C$1.50, as at February 24, 2021. The holders of Common Shares are entitled to vote at all meetings of shareholders of the Company (with each Common Share having one vote), to receive dividends if, as and when declared by the board of directors and to participate rateably in any distribution of property or assets upon the liquidation, winding-up or other dissolution of the Company. Distribution in the form of dividends, if any, will be set by the board of directors. The Common Shares are not subject to any future call or assessment and there are no pre-emptive, conversion or redemption rights attached to such shares. Provisions as to the modification, amendment or variation of the rights attached to the share capital of the Company are contained in the Company(cid:4)s articles and the British Columbia Business Corporations Act. Generally speaking, substantive 9 changes to the share capital require the approval of the Company(cid:4)s shareholders by special resolution (at least 66 2/3% of the votes cast). The Common Shares are listed on the TSX under the symbol (cid:1)AMM(cid:2) and NYSE American under the symbol (cid:1)AAU(cid:2). Warrants Warrants may be issued independently or together with other Securities, and Warrants sold with other Securities may be attached or separate from the other Securities. Warrants may be issued under and governed by the terms of one or more warrant indentures (each a (cid:1)Warrant Indenture(cid:2)) between the Company and a warrant trustee (the (cid:1)Warrant Trustee(cid:2)) that will be named in the relevant Prospectus Supplement. Each Warrant Trustee will be a financial institution or trust company organized under the laws of Canada or any province thereof and authorized to carry on business as a trustee. The Warrants may also be issued without the benefit of a Warrant Indenture, under a warrant certificate (each a (cid:1)Warrant Certificate(cid:2)), which will itself contain the terms of the Warrants. This summary of some of the provisions of the Warrants is not complete. The statements made in this Prospectus relating to any Warrant Indenture and Warrants to be issued under this Prospectus are summaries of certain anticipated provisions thereof and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable Warrant Indenture or Warrant Certificate. Prospective investors should refer to the applicable Warrant Indenture, as applicable, relating to the specific Warrants being offered for the complete terms of the Warrants. A copy of the form of Warrant Indenture, if any, will be filed with the applicable securities regulatory authorities in Canada and the United States. The applicable Prospectus Supplement relating to any Warrants offered by the Company will describe the particular terms of those Warrants and include specific terms relating to the offering. This description will include, where applicable: • • • • • • • the designation and aggregate number of Warrants; the price at which the Warrants will be offered; the currency or currencies in which the Warrants will be offered; the date on which the right to exercise the Warrants will commence and the date on which the right will expire; the number of Common Shares that may be purchased upon exercise of each Warrant and the price at which and currency or currencies in which the Common Shares may be purchased upon exercise of each Warrant; the designation and terms of any Securities with which the Warrants will be offered, if any, and the number of the Warrants that will be offered with each Security; the date or dates, if any, on or after which the Warrants and the other Securities with which the Warrants will be offered will be transferable separately; • whether the Warrants will be subject to redemption and, if so, the terms of such redemption provisions; • whether the Company will issue the Warrants as global securities and, if so, the identity of the depositary of the global securities; • whether the Warrants will be listed on any exchange; • whether the Warrants will be governed by a Warrant Indenture or Warrant Certificates; • material United States and Canadian federal income tax consequences of owning the Warrants; and • any other material terms or conditions of the Warrants. 10 It is the Warrant Indenture, as supplemented by any applicable supplemental indenture, or the Warrant Certificate, as the case may be, and not the summary in the applicable Prospectus Supplement, which defines the rights of a holder of Warrants. There may be other provisions in the Warrant Indenture or the Warrant Certificate, as the case may be, which are important to a purchaser of Warrants. Such purchaser of Warrants should read the Warrant indenture or the Warrant Certificate, as the case may be, for a full description of the terms of the Warrants, the terms of which shall prevail to the extent of any inconsistency. Rights of Holders Prior to Exercise Prior to the exercise of their Warrants, holders of Warrants will not have any of the rights as holders of the Common Shares issuable upon exercise of the Warrants. Global Securities Warrants may be issued in whole or in part in the form of one or more global securities, which will be registered in the name of and be deposited with a depositary, or its nominee, each of which will be identified in the applicable Prospectus Supplement. The global securities may be in temporary or permanent form. The applicable Prospectus Supplement will describe the terms of any depositary arrangement and the rights and limitations of owners of beneficial interests in any global security. The applicable Prospectus Supplement also will describe the exchange, registration and transfer rights relating to any global security. Modifications If Warrants are issued pursuant to a Warrant Indenture, the Warrant Indenture will provide for modifications and alterations to the Warrants issued thereunder by way of a resolution of holders of Warrants at a meeting of such holders or a consent in writing from such holders. The number of holders of Warrants required to pass such a resolution or execute such a written consent will be specified in the Warrant Indenture. The Company may amend any Warrant Indenture, Warrant Certificates and the Warrants, without the consent of the holders of the Warrants, to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision, or in any other manner that will not materially and adversely affect the interests of holders of outstanding Warrants. Subscription Receipts The following description sets forth certain general terms and provisions of Subscription Receipts that may be issued hereunder and is not intended to be complete. Subscription Receipts may be issued at various times which will entitle holders thereof to receive, upon satisfaction of certain release conditions and for no additional consideration, Common Shares, Warrants, Units or any combination thereof. The Subscription Receipts may be offered separately or together with other Securities, as the case may be. Subscription Receipts will be issued pursuant to one or more subscription receipt agreements (each, a (cid:1)Subscription Receipt Agreement(cid:2)), each to be entered into between the Company and an escrow agent (the (cid:1)Escrow Agent(cid:2)) that will be named in the relevant Prospectus Supplement. Each Escrow Agent will be a financial institution organized under the laws of Canada or a province thereof and authorized to carry on business as a trustee. If underwriters or agents are used in the sale of any Subscription Receipts, one or more of such underwriters or agents may also be a party to the Subscription Receipt Agreement governing the subscription receipts sold to or through such underwriter or agent. The statements made in this Prospectus relating to any Subscription Receipt Agreement and Subscription Receipts to be issued under this Prospectus are summaries of certain anticipated provisions thereof and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the provisions of the applicable Subscription Receipt Agreement. You should refer to the Subscription Receipt Agreement relating to the specific Subscription Receipts being offered for the complete terms of the Subscription Receipts. A copy of any Subscription Receipt Agreement relating to an offering or Subscription Receipts will be filed by the Company with the securities regulatory authorities in applicable Canadian offering jurisdictions and the United States after the Company has entered into it. The particular terms of each issue of Subscription Receipts will be described in the related Prospectus Supplement. This description may include, but may not be limited to, any of the following, if applicable: 11 • • • • • the designation and aggregate number of such Subscription Receipts being offered; the price at which such Subscription Receipts will be offered; the designation, number and terms of the Common Shares, Warrants, Units or any combination thereof to be received by the holders of such Subscription Receipts upon satisfaction of the release conditions, and any procedures that will result in the adjustment of those numbers; the conditions (the (cid:1)Release Conditions(cid:2)) that must be met in order for holders of such Subscription Receipts to receive, for no additional consideration, Common Shares, Warrants, Units or any combination thereof; the procedures for the issuance and delivery of the Common Shares to holders of such Subscription Receipts upon satisfaction of the Release Conditions; • whether any payments will be made to holders of such Subscription Receipts upon delivery of the Common Shares, Warrants, Units or any combination thereof upon satisfaction of the Release Conditions; • • • • • • the identity of the Escrow Agent; the terms and conditions under which the Escrow Agent will hold all or a portion of the gross proceeds from the sale of such Subscription Receipts, together with interest and income earned thereon (collectively, the (cid:1)Escrowed Funds(cid:2)), pending satisfaction of the Release Conditions; the terms and conditions under which the Escrow Agent will release all or a portion of the Escrowed Funds to the Company upon satisfaction of the Release Conditions and if the Subscription Receipts are sold to or through underwriters or agents, the terms and conditions under which the Escrow Agent will release a portion of the Escrowed Funds to such underwriters or agents in payment of all or a portion of their fees or commissions in connection with the sale of the Subscription Receipts; procedures for the refund by the Escrow Agent to holders of such Subscription Receipts of all or a portion of the subscription price of their Subscription Receipts, plus any pro rata entitlement to interest earned or income generated on such amount, if the Release Conditions are not satisfied; any contractual right of rescission to be granted to initial purchasers of such Subscription Receipts in the event that this Prospectus, the Prospectus Supplement under which Subscription Receipts are issued or any amendment hereto or thereto contains a misrepresentation; any entitlement of the Company to purchase such Subscription Receipts in the open market by private agreement or otherwise; • whether the Company will issue such Subscription Receipts as global securities and, if so, the identity of the depository for the global securities; • whether the Company will issue such Subscription Receipts as bearer securities, as registered securities or both; • provisions as to modification, amendment or variation of the Subscription Receipt Agreement or any rights or terms of such Subscription Receipts, including upon any subdivision, consolidation, reclassification or other material change of the Common Shares, Warrants, Units or any combination thereof, any other reorganization, amalgamation, merger or sale of all or substantially all of the Company(cid:4)s assets or any distribution of property or rights to all or substantially all of the holders of Common Shares; • whether the Company will apply to list such Subscription Receipts on any exchange; • material United States and Canadian federal income tax consequences of owning such Subscription Receipts; and 12 • any other material terms or conditions of such Subscription Receipts. Rights of Holders of Subscription Receipts Prior to Satisfaction of Release Conditions The holders of Subscription Receipts will not be, and will not have the rights of, shareholders of the Company. Holders of Subscription Receipts are entitled only to receive Common Shares, Warrants, Units or any combination thereof on exchange or conversion of their Subscription Receipts, plus any cash payments, all as provided for under the Subscription Receipt Agreement and only once the Release Conditions have been satisfied. Escrow The Subscription Receipt Agreement will provide that the Escrowed Funds will be held in escrow by the Escrow Agent, and such Escrowed Funds will be released to the Company (and, if the Subscription Receipts are sold to or through underwriters or agents, a portion of the Escrowed Funds may be released to such underwriters or agents in payment of all or a portion of their fees in connection with the sale of the Subscription Receipts) at the time and under the terms specified by the Subscription Receipt Agreement. If the Release Conditions are not satisfied, holders of Subscription Receipts will receive a refund of all or a portion of the subscription price for their Subscription Receipts, plus their pro-rata entitlement to interest earned or income generated on such amount, if provided for in the Subscription Receipt Agreement, in accordance with the terms of the Subscription Receipt Agreement. Modifications The Subscription Receipt Agreement will specify the terms upon which modifications and alterations to the Subscription Receipts issued thereunder may be made by way of a resolution of holders of Subscription Receipts at a meeting of such holders or consent in writing from such holders. The number of holders of Subscription Receipts required to pass such a resolution or execute such a written consent will be specified in the Subscription Receipt Agreement. The Subscription Receipt Agreement will also specify that the Company may amend the Subscription Receipt Agreement and the Subscription Receipts, without the consent of the holders of the Subscription Receipts, to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision, or in any other manner that will not materially and adversely affect the interests of the holders of outstanding Subscription Receipts or as otherwise specified in the Subscription Receipt Agreement. Units Units are a security comprised of more than one of the other Securities described in this Prospectus offered together as a (cid:1)Unit(cid:2). A Unit is typically issued so that the holder thereof is also the holder of each Security included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each Security comprising the Unit. The agreement, if any, under which a Unit is issued and may provide that the Securities comprising the Unit may not be held or transferred separately at any time or at any time before a specified date. The particular terms and provisions of Units offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to them, will be described in the Prospectus Supplement filed in respect of such Units. This description will include, where applicable: (i) the designation and terms of the Units and of the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately; (ii) any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the Securities comprising the Units; (iii) whether the Units will be issued in registered or global form; and (iv) any other material terms and conditions of the Units. See the descriptions of the other types of Securities that may be issued under this Prospectus for further information. CERTAIN FEDERAL INCOME TAX CONSIDERATIONS The applicable Prospectus Supplement may describe certain Canadian federal income tax consequences to an investor who is a non-resident of Canada or to an investor who is a resident of Canada of acquiring, owning and disposing of any of the Securities offered thereunder. The applicable Prospectus Supplement may also describe certain U.S. federal income tax 13 consequences of the acquisition, ownership and disposition of any of the Securities offered thereunder by an initial investor who is subject to United States federal taxation. Investors should read the tax discussion in any Prospectus Supplement with respect to a particular offering and consult their own tax advisors with respect to their own particular circumstances. The following tables summarize the details of the Common Shares and any securities convertible or exchangeable for Common Shares issued by the Company during the 12-month period prior to the date of this Prospectus. PRIOR SALES Common Shares Date of Issuance March 27, 2020(1) June 23, 2020 June 23, 2020 August 6, 2020(2) September 17, 2020 September 18, 2020 September 21, 2020 September 23, 2020 September 23, 2020 September 29, 2020 September 30, 2020 November 3, 2020 November 6, 2020 November 19, 2020 December 10, 2020 February 1, 2021 February 4, 2021 February 4, 2021 February 5, 2021 February 12, 2021 February 16, 2021 Stock Options and Warrants Date of Issuance March 27, 2020(1) August 6, 2020(2) March 4, 2020 April 13, 2020 April 29, 2020 May 1, 2020 June 9, 2020 October 1, 2020 December 15, 2020 Price per Common Share ($) 0.37 0.47 0.41 0.65 0.83 1.25 0.50 0.79 1.25 1.14 0.83 0.86 0.86 0.86 0.86 0.84 0.84 0.69 0.84 0.69 0.80 Number of Common Shares 5,509,658 5,000 15,000 3,100,000 15,000 25,000 20,000 50,000 13,818 25,416 23,000 20,000 5,000 30,000 66,643 100,000 25,000 25,000 250,000 175,000 75,000 Type of Security Exercise Price per Security ($) Warrants Warrants Options Options Options Options Options Options Options 0.50 0.90 0.47 0.41 0.58 0.62 0.64 1.13 0.89 14 Reason for Issuance Private placement Options exercised Options exercised Private placement Options exercised Options exercised Warrants exercised Options exercised Options exercised Options exercised Options exercised Options exercised Options exercised Options exercised Options exercised Options exercised Options exercised Options exercised Options exercised Options exercised Options exercised Number of Securities 5,509,658 3,100,000 1,130,000 115,000 220,000 700,000 2,180,000 1,346,000 972,000 Date of Issuance February 9, 2021 Type of Security Options Exercise Price per Security ($) 0.97 Number of Securities 450,000 Note: (1) (2) Issued pursuant to a non-brokered private placement involving the issuance of 5,509,658 units at $0.37 per unit. Each unit consists of one Common Share and one non-transferable common share purchase warrant. Each warrant allows the holder to purchase one Common Share at a price of $0.50 per share until March 27, 2023. Issued pursuant to a non-brokered private placement involving the issuance of 3,100,000 units at $0.65 per unit. Each unit consists of one Common Share and one non-transferable common share purchase warrant. Each warrant allows the holder to purchase one Common Share at a price of $0.90 per share until August 6, 2023. TRADING PRICE AND VOLUME The Common Shares are listed and posted for trading on the TSX and the NYSE American under the symbols (cid:1)AMM(cid:2) and (cid:1)AAU(cid:2), respectively. The following table sets forth, for the periods indicated, the high and low sale prices per Common Share and the total monthly trading volumes, as reported on the TSX. Month January 2020 February 2020 March 2020 April 2020 May 2020 June 2020 July 2020 August 2020 September 2020 October 2020 November 2020 December 2020 January, 2021 February 1 (cid:3) 24, 2021 High ($) Low ($) 0.79 0.70 0.61 0.68 0.68 0.77 0.97 1.10 1.43 1.35 1.60 1.40 1.08 1.52 0.64 0.38 0.31 0.38 0.54 0.61 0.64 0.80 0.83 1.00 1.22 0.59 0.61 0.83 Volume 610,795 1,153,077 1,203,184 911,431 830,312 657,165 4,525,641 3,268,917 2,860,683 1,609,617 2,298,282 5,540,452 3,047,301 4,427,311 The following table sets forth, for the periods indicated, the high and low sale prices per Common Share and the total monthly trading volumes, as reported on the NYSE American. Month January 2020 February 2020 March 2020 April 2020 May 2020 June 2020 High (US$) Low (US$) 0.49 0.28 0.21 0.26 0.38 0.45 0.61 0.50 0.42 0.49 0.49 0.59 15 Volume 4,672,205 8,295,600 9,422,503 8,672,321 7,584,731 7,659,342 Month July 2020 August 2020 September 2020 October 2020 November 2020 December 2020 January, 2021 February 1 (cid:3) 24, 2021 High (US$) Low (US$) 0.75 0.84 1.09 1.03 1.24 1.07 0.85 1.20 0.47 0.60 0.64 0.75 0.93 0.45 0.46 0.65 Volume 18,296, 782 14,959,843 17,091,444 14,704,088 12,037,097 50,040,282 106,858,051 167,249,252 At the close of business on February 24, 2021, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares as quoted by the TSX was $1.00 and on the NYSE American was US$0.81. RISK FACTORS An investment in Securities of the Company is subject to certain risks, which should be carefully considered by prospective investors before purchasing such Securities. In addition to the other information set out or incorporated by reference in this Prospectus currently and from time to time, investors should carefully consider the risk factors incorporated by reference in this Prospectus referred to below and the risk factors set forth in any applicable Prospectus Supplement. Any one of such risk factors could materially affect the Company(cid:4)s business, financial condition and/or future operating results and prospects and could cause actual events to differ materially from those described in forward-looking statements and information relating to the Company. Additional risks and uncertainties not currently identified by the Company or that the Company currently believes not to be material also may materially and adversely affect the Company(cid:4)s business, financial condition, operations or prospects. Investors should carefully consider the risks described under the headings (cid:1)Item 3. Key Information - Risk Factors(cid:2), (cid:1)Item 4. Information on the Company - Business Overview(cid:2), (cid:1)Item 4. Information on the Company (cid:3) Principal Property Interests(cid:2), (cid:1)Item 5. Operating and Financial Review and Prospects(cid:2) and in the exhibits attached to the Annual Information Form incorporated by reference herein, the risk factors described in the Annual MD&A and the risk factors set forth below and in any applicable Prospectus Supplement. See (cid:1)Documents Incorporated by Reference.(cid:2) Update on Permitting Risks In December 2020, the Company received notification from SEMARNAT that its environmental permit application (defined above as the (cid:1)MIA(cid:2)) for the Ixtaca Project submitted in 2019 did not receive approval. There is no assurance that any future MIA permit application will be successful. Such an application may be subject to challenge or litigation by third parties, which may delay any decision in respect of the MIA application or which may inhibit the Company(cid:4)s ability to proceed with the Ixtaca Project even in the event of a positive outcome to the planned resubmitted MIA application. Under Mexican law, in addition to the MIA permit, a number of additional permits from Federal, State, and Municipal authorities, including a Change of Use of Land permit, an explosives permit, a water usage permit, and permits relating to powerline construction and electrical use, among others, will be required before proceeding to construction and operation of the Ixtaca Project. Until the MIA is approved, for which there is significant uncertainty about time and outcome, and other necessary permits as described herein are obtained, any funds raised by the Company cannot be used to proceed to construction and operation of the Ixtaca Project and may be used for working capital, including expenditures relating to permitting costs, exploration and drilling activities, land acquisition, mill storage, community activities within the social area of impact of the project and contingencies. The Company notes that since early 2019 there have been three different changes of the minister in charge of SEMARNAT. Although there have not been any substantive changes in that time to the laws that govern the mining industry, the social and political dialogue surrounding the role and responsibilities of mining in Mexico has been dynamic. For example, in an address to the Mexican Congress on November 4, 2020, the current head of SEMARNAT stated that no new open pit 16 mining concessions would be allowed in Mexico, notwithstanding the absence of any current statutory prohibitions under Mexican law. Update on Mineral Title Risks The Tuligtic Property, which includes the Ixtaca Project, is the Company(cid:4)s only property as of the date of the prospectus. The Tuligtic Property includes claims over the Ejido Lands, which are subject to the Amparo filed on April 7, 2015. In the event of a negative outcome on the Amparo, as a result of a new MIA application, or for other reasons, consultation with indigenous communities by Mexican authorities and the Company may be required as a part of the permitting process for the Ixtaca Project. In the event consultation is required, this may halt or result in a significant delay in project development notwithstanding the extensive engagement already conducted by the Company in relevant communities. The standards for local implementation of the obligations assumed by Mexico under ILO Convention 169 regarding the human right to free, prior, informed consultation of indigenous communities are currently evolving. The Company is not able to provide a timeframe regarding when a decision may be forthcoming from the Collegiate Court on the lower court decision of the Amparo. Additionally, the operations of the Collegiate Courts have been disrupted by the COVID(cid:3)19 pandemic and normal response times have been substantially delayed. There are significant risks that the outcome of the Amparo proceedings may not be known for an extended period of time, and if the Mineral Title dispute is not decided in a manner favourable to the Company, the Company may lose the ownership of some or all of its mineral claims. If the Company lost all of its mineral claims it would not have a business and investors may lose their entire investment. Therefore, an investment in the Company(cid:4)s securities is suitable only for those purchasers who are willing to risk a loss of all of their investment and who can afford to lose all of their investment. INTERESTS OF EXPERTS Information of a scientific or technical nature in respect of the Ixtaca Project included or incorporated by reference in this Prospectus, including the scientific and technical information disclosed in the Annual Information Form, as described under the heading (cid:1)Principal Property Interests(cid:2) on page 31 of the Annual Information Form, has been prepared or certified, as applicable, by Morgan J. Poliquin, P.Eng., Jesse Aarsen, P.Eng., Tracey Meintjes, P.Eng., Edward Wellman PE, PG, CEG, Clara Balasko, P.E., Kristopher Raffle, P.Geo., and Gary Giroux, M.A.Sc., P.Eng. As of the date hereof, Morgan Poliquin, the President and Chief Executive Officer of the Company, holds approximately 1.5% of the Common Shares of the Company. Ms. Balasko, who was one of the authors of the Technical Report, no longer works for SRK Consulting (U.S.), Inc. Accordingly, R. Breese Burnley, P.E. of SRK Consulting (U.S.) Inc. has assumed responsibility for the portions of the scientific and technical information previously attributed to Ms. Balasko. To the best of the Company(cid:4)s knowledge, after reasonable inquiry, as of the date hereof, the other aforementioned individuals and, as applicable, their firms, beneficially own, directly or indirectly, less than 1% of the Common Shares of the Company. Davidson & Company LLP is the auditor of the Company and has advised the Company that they are independent of the Company within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulation. LEGAL MATTERS Certain legal matters in connection with the offering will be passed upon on behalf of the Company by Borden Ladner Gervais LLP, as to Canadian legal matters, and Dorsey & Whitney LLP, as to United States legal matters. As of the date hereof, the partners and associates of Borden Ladner Gervais LLP own, directly or indirectly, less than 1% of the Common Shares. ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES The Company is a British Columbia company. All of the directors and officers of the Company and all but two of the experts named under (cid:1)Interests of Experts(cid:2) herein are resident outside of the United States and a substantial portion of the Company(cid:4)s assets and the assets of such persons are located outside of the United States. Consequently, it may be difficult for United States investors to effect service of process within the United States on the Company, its directors or officers or such experts, or to realize in the United States on judgments of courts of the United States predicated on civil liabilities under the U.S. Securities Act. Investors should not assume that Canadian courts would enforce judgments of United States courts obtained in actions against the Company or such persons predicated on the civil liability provisions of the United States federal securities 17 laws or the securities or (cid:1)blue sky(cid:2) laws of any state within the United States or would enforce, in original actions, liabilities against the Company or such persons predicated on the United States federal securities or any such state securities or (cid:1)blue sky(cid:2) laws. The Company has been advised by its Canadian counsel, Borden Ladner Gervais LLP, that a judgment of a United States court predicated solely upon civil liability under United States federal securities laws would probably be enforceable in Canada if the United States court in which the judgment was obtained has a basis for jurisdiction in the matter that would be recognized by a Canadian court for the same purposes. The Company has also been advised by Borden Ladner Gervais LLP, however, that there is substantial doubt whether an action could be brought in Canada in the first instance on the basis of liability predicated solely upon United States federal securities laws. The Company filed with the SEC, concurrently with the Registration Statement, an appointment of agent for service of process on Form F-X. Under the Form F-X, the Company appointed Puglisi & Associates as its agent for service of process in the United States in connection with any investigation or administrative proceeding conducted by the SEC, and any civil suit or action brought against or involving the Company in a United States court, arising out of or related to or concerning the offering of Securities under this Prospectus. Edward Wellman and R. Breese Burnley, each a person named as having prepared or certified a report which is referenced in this Prospectus or in a document incorporated by reference, reside outside of Canada (see (cid:1)Interests of Experts(cid:2) above). Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process in Canada. STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces of Canada, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the Prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser(cid:4)s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser(cid:4)s province for the particulars of these rights or consult with a legal advisor. CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION Original purchasers of Securities which are convertible, exchangeable or exercisable for other securities of the Company, including Warrants if offered separately, will have a contractual right of rescission against the Company in respect of the conversion, exchange or exercise of such Securities. The contractual right of rescission will entitle such original purchasers to receive, in addition to the amount paid on original purchase of the Warrant or Subscription Receipt, as the case may be, the amount paid upon conversion, exchange or exercise, upon surrender of the underlying securities gained thereby, in the event that this Prospectus, the relevant Prospectus Supplement or an amendment thereto contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of such Securities under this Prospectus and the applicable Prospectus Supplement; and (ii) the right of rescission is exercised within 180 days of the date of the purchase of such Securities under this Prospectus and the applicable Prospectus Supplement. This contractual right of rescission will be consistent with the statutory right of rescission described under section 131 of the Securities Act (British Columbia), and is in addition to any other right or remedy available to original purchasers under section 131 of the Securities Act (British Columbia) or otherwise at law. 18 Dated: February 25, 2021 CERTIFICATE OF THE COMPANY This short form prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of a particular distribution of securities under the prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and the supplement as required by the securities legislation of the provinces of Canada, other than QuØbec. (signed) Morgan Poliquin President and Chief Executive Officer (signed) Korm Trieu Chief Financial Officer On behalf of the Board of Directors (signed) J. Duane Poliquin Chairman and Director (signed) William Worrall Director C-1 Almaden Minerals Ltd.Corporate Organizational Chart December 31, 2020Puebla Holdings Inc.((cid:1)Puebla(cid:2))Canada100%Minera Gorrión SA de CV((cid:1)Gorri(cid:243)n(cid:2))Mexico49,999 shares99.9%Tuligtic/ IxtacaProjectMolinosde Puebla((cid:1)Molinos(cid:2))Mexico99.99%Rock Creek MillAlmaden Minerals Ltd.((cid:1)Almaden(cid:2))CanadaTSX: AMMNYSE American: AAU EXHIBIT 12.1SECTION 302 OF THE SARBANES-OXLEY ACTCEO CERTIFICATIONI, Morgan Poliquin, certify that:1.I have reviewed this annual report on Form 20-F of Almaden Minerals Ltd.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;4.The Company(cid:1)s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;(c)Evaluated the effectiveness of the Company(cid:1)s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d)Disclosed in this report any change in the Company(cid:1)s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company(cid:1)s internal control over financial reporting; and5.The Company(cid:1)s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company(cid:1)s auditors and the audit committee of the Company(cid:1)s board of directors (or persons performing the equivalent functions):(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company(cid:1)s ability to record, process, summarize and report financial information; and(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company(cid:1)s internal control over financial reporting.Date: March 26, 2021/s/Morgan PoliquinMorgan PoliquinChief Executive Officer EXHIBIT 12.2SECTION 302 OF THE SARBANES-OXLEY ACTCFO CERTIFICATIONI, Korm Trieu, certify that:1.I have reviewed this annual report on Form 20-F of Almaden Minerals Ltd.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;4.The Company(cid:1)s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;(c)Evaluated the effectiveness of the Company(cid:1)s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d)Disclosed in this report any change in the Company(cid:1)s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company(cid:1)s internal control over financial reporting; and5.The Company(cid:1)s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company(cid:1)s auditors and the audit committee of the Company(cid:1)s board of directors (or persons performing the equivalent functions):(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company(cid:1)s ability to record, process, summarize and report financial information; and(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company(cid:1)s internal control over financial reporting.Dated: March 26, 2021 /s/Korm TrieuKorm TrieuChief Financial Officer EXHIBIT 13.1SECTION 906 OF THE SARBANES-OXLEY ACTCEO CERTIFICATIONIn connection with the annual report of Almaden Minerals Ltd. (the (cid:1)Company(cid:2)) on Form 20-F for the fiscal year ending December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the (cid:1)Report(cid:2)), I, Morgan Poliquin, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company./s/(cid:1)Morgan Poliquin(cid:1)Name: Morgan PoliquinTitle: Chief Executive OfficerMarch 26, 2021 EXHIBIT 13.2SECTION 906 OF THE SARBANES-OXLEY ACTCFO CERTIFICATIONIn connection with the annual report of Almaden Minerals Ltd. (the (cid:1)Company(cid:2)) on Form 20-F for the fiscal year ending December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the (cid:1)Report(cid:2)), I, Korm Trieu, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company./s/(cid:2)Korm Trieu(cid:1)Name: Korm TrieuTitle: Chief Financial OfficerMarch 26, 2021 CONSENT OFINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe consent to the incorporation by reference in the Registration Statement on Form F-10 of AlmadenMinerals Ltd. (File No. 333-252171) of our report dated March 26, 2021, relating to the consolidated financial statements of Almaden Minerals Ltd., for the years ended December 31, 2020, 2019 and 2018.We also consent to the reference to us under the caption “Experts” in this Registration Statement./s/ DAVIDSON & COMPANY LLPVancouver, Canada Chartered Professional AccountantsMarch 26, 2021 VAN01: 5705305: v1Almaden Minerals Ltd.Suite 210-1333 Johnston Street, Vancouver, British Columbia, V6H 3R9I hereby consent to the (i) use of my name in connection with reference to my involvement in the preparation of certain technical information found in the report entitled (cid:1)Ixtaca Gold-Silver Project Puebla State, Mexico NI 43-101 Technical Report on the Feasibility Study(cid:2) with an effective date of January 24, 2019 (the (cid:1)Report(cid:2)), and (ii) the inclusion and incorporation by reference of information derived from such Report, in Almaden Mineral Ltd.(cid:3)s Registration Statement on Form F-10 (File No. 333-252171).Sincerely, /s/ Jesse J. AarsenJesse J. Aarsen, P.Eng.Dated the 26th day of March, 2021. VAN01: 5705305: v1Almaden Minerals Ltd.Suite 210-1333 Johnston Street, Vancouver, British Columbia, V6H 3R9I hereby consent to the (i) use of my name in connection with reference to my involvement in the preparation of certain technical information found in the report entitled (cid:1)Ixtaca Gold-Silver Project Puebla State, Mexico NI 43-101 Technical Report on the Feasibility Study(cid:2) with an effective date of January 24, 2019 (the (cid:1)Report(cid:2)), and (ii) the inclusion and incorporation by reference of information derived from such Report, in Almaden Mineral Ltd.(cid:3)s Registration Statement on Form F-10 (File No. 333-252171).Sincerely, /s/ Kristopher J. RaffleKristopher J. Raffle, P.Geo.Dated the 26th day of March, 2021. VAN01: 5705305: v1Almaden Minerals Ltd.Suite 210-1333 Johnston Street, Vancouver, British Columbia, V6H 3R9I hereby consent to the (i) use of my name in connection with reference to my involvement in the preparation of certain technical information found in the report entitled (cid:1)Ixtaca Gold-Silver Project Puebla State, Mexico NI 43-101 Technical Report on the Feasibility Study(cid:2) with an effective date of January 24, 2019 (the (cid:1)Report(cid:2)), and (ii) the inclusion and incorporation by reference of information derived from such Report, in Almaden Mineral Ltd.(cid:3)s Registration Statement on Form F-10 (File No. 333-252171).Sincerely, /s/ G. H. GirouxG. H. Giroux, P.Eng.Dated the 26th day of March, 2021. VAN01: 5705305: v1Almaden Minerals Ltd.Suite 210-1333 Johnston Street, Vancouver, British Columbia, V6H 3R9I hereby consent to the (i) use of my name in connection with reference to my involvement in the preparation of certain technical information found in the report entitled (cid:1)Ixtaca Gold-Silver Project Puebla State, Mexico NI 43-101 Technical Report on the Feasibility Study(cid:2) with an effective date of January 24, 2019 (the (cid:1)Report(cid:2)), and (ii) the inclusion and incorporation by reference of information derived from such Report, in Almaden Mineral Ltd.(cid:3)s Registration Statement on Form F-10 (File No. 333-252171).Sincerely, /s/ Tracey D. MeintjesTracey D. Meintjes, P.Eng.Dated the 26th day of March, 2021. VAN01: 5705305: v1Almaden Minerals Ltd.Suite 210-1333 Johnston Street, Vancouver, British Columbia, V6H 3R9I hereby consent to the (i) use of my name in connection with reference to my involvement in the preparation of certain technical information found in the report entitled (cid:1)Ixtaca Gold-Silver Project Puebla State, Mexico NI 43-101 Technical Report on the Feasibility Study(cid:2) with an effective date of January 24, 2019 (the (cid:1)Report(cid:2)), and (ii) the inclusion and incorporation by reference of information derived from such Report, in Almaden Mineral Ltd.(cid:3)s Registration Statement on Form F-10 (File No. 333-252171).Sincerely, /s/ R. Breese BurnleyR. Breese Burnley, P.E.Dated the 26th day of March, 2021. SRK Consulting (U.S.), Inc.Suite 600 1125 Seventeenth Street Denver, CO 80202T: 303.985.1333F: 303.985.9947denver@srk.com www.srk.comU.S. Offices:Anchorage907.677.3520Clovis559.452.0182Denver303.985.1333Elko775.753.4151Fort Collins970.407.8302Reno775.828.6800Tucson 520.544.3688Canadian Offices:Saskatoon306.955.4778Sudbury705.682.3270Toronto416.601.1445Vancouver604.681.4196Yellowknife867.873.8670Group Offices:AfricaAsiaAustraliaEuropeNorth AmericaSouth AmericaAlmaden Minerals Ltd.Suite 210-1333 Johnston Street, Vancouver, British Columbia, V6H 3R9I hereby consent to the (i) use of my name in connection with reference to my involvement in the preparation of certain technical information found in the report entitled (cid:1)Ixtaca Gold-Silver Project Puebla State, Mexico NI 43-101 Technical Report on the Feasibility Study(cid:2) with an effective date of January 24, 2019 (the (cid:1)Report(cid:2)), and (ii) the inclusion and incorporation by reference of information derived from such Report, in Almaden Mineral Ltd.(cid:3)s Registration Statement on Form F-10 (File No. 333-252171).Sincerely, /s/ Edward C. WellmanEdward C. Wellman, PEDated the 26th day of March, 2021. VAN01: 5705305: v1Almaden Minerals Ltd.Suite 210-1333 Johnston Street, Vancouver, British Columbia, V6H 3R9I hereby consent to the use of my name in reference to my involvement in the review and approval of certain scientific and technical information included or incorporated by reference in Almaden Mineral Ltd.(cid:1)s Registration Statement on Form F-10 (File No. 333-252171).Sincerely, /s/ Morgan J. PoliquinMorgan J. Poliquin, P.Eng.Dated the 26th day of March, 2021. VAN01: 5705305: v1Almaden Minerals Ltd.Suite 210-1333 Johnston Street, Vancouver, British Columbia, V6H 3R9The undersigned authorized signatory of SRK Consulting (U.S.), Inc. ("SRK"), the employer of R. Breese Burnley and former employer of Clara Balasko, consent to (i) the use of and reference to any technical report, or portions thereof, that SRK, Mr. Burnley or Ms. Balasko supervised the preparation of and/or was reviewed and approved by SRK, Mr. Burnley or Ms. Balasko during the course of their respective employment with SRK, (ii) the use of and references to the name of SRK, including as an expert or "qualified person," in connection with the Registration Statement on Form F-10 (File No. 333-252171) of Almaden Minerals Ltd. and any such technical report, and (iii) the information derived or summarized from such technical report that is included or incorporated by reference in such Registration Statement.Sincerely, Signature:/s/ R. Breese BurnleyName:R. Breese BurnleyTitle:Practice LeaderDated the 26th day of March, 2021. 102SIGNATUREThe 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.RegistrantDated: March26, 2021 By /s/MorganPoliquinMorganPoliquin, CEO
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