UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of event requiring this shell company report
For the transition period from _____________________ to ____________________
Commission file number 001-32702
ALMADEN MINERALS LTD.
(Exact name of Registrant as specified in its charter)
British Columbia, Canada
(Jurisdiction of incorporation or organization)
1333 Johnston Street, #210, Vancouver, British Columbia V6H 3R9
(Address of principal executive offices)
Korm Trieu, ktrieu@almadenminerals.com, 1333 Johnston Street, #210, Vancouver, BC V6H 3R9
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
Trading symbol
Name of each exchange on which registered
Common shares without Par Value
AAUAF
None
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
2
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common shares as of the
close of the period covered by the annual report.
137,221,408
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.
Yes No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file report
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required
to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the Registrant was required to submit such files).
Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated
filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer Non-accelerated filer Emerging Growth Company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark 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.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial
statements of the registrant included in the filing reflect the correction of an error to previously issued financial
statements.1
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis
of incentive-based compensation received by any of the registrant’s executive officers during the relevant
recovery period pursuant to §240.10D-1(b). 1
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements
included in this filing:
U.S. GAAP
International Financial Reporting Standards as issued
Other
by the International Accounting Standards Board
1 Checkboxes are blank pending adoption of the underlying rules.
3
If “Other” has been checked in response to the previous question, indicate by check mark which financial
statement item the registrant has elected to follow.
Item 17 Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDS DURING THE PAST
FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section
12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
Under the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), Almaden is classified as an "Emerging
Growth Company". The Company will continue to be deemed an emerging growth company until the earliest on
the last day of our fiscal year during which (i) annual gross revenue exceeds $1.235 billion or (ii) the Company
issues more than $1.0 billion in non-convertible debt in a three-year period. Almaden will lose its status as an
emerging growth company on the last day of its fiscal year following the fifth anniversary of the date of the first
sale of common equity securities pursuant to an effective registration statement. The Company will also lose its
status as an emerging growth company if at any time it is deemed to be a large accelerated filer.
As an emerging growth company, Almaden is exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002,
as amended (the “Sarbanes-Oxley Act”), which requires a public company’s auditor to attest to, and report on,
management’s assessment of its internal controls. The Company is also exempt from Sections 14A(a) and (b) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which require companies to hold
shareholder advisory votes on executive compensation and golden parachute compensation.
Almaden has elected to use the extended transition period for complying with new or revised accounting standards
under Section 102(b)(2) of the Jobs Act, that allows the Company to delay the adoption of new or revised
accounting standards that have different effective dates for public and private companies until those standards
apply to private companies. As a result of this election, Almaden’s financial statements may not be comparable
to companies that comply with public company effective dates.
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TABLE OF CONTENTS
Page
Cautionary Note Regarding Forward-Looking Statements
6
PART I
Item 1
Identity of Directors, Senior Management and Advisors
7
Item 2
Offer Statistics and Expected Timetable
7
Item 3
Key Information
7
Item 4
Information on the Company
13
Item 4A
Unresolved Staff Comments
18
Item 5
Operating and Financial Review and Prospects
18
Item 6
Directors, Senior Management and Employees
21
Item 7
Major Shareholders and Related Party Transactions
44
Item 8
Financial Information
46
Item 9
The Offer and Listing of Securities
47
Item 10
Additional Information
48
Item 11
Quantitative and Qualitative Disclosures About Market Risk
58
Item 12
Description of Securities Other than Equity Securities
59
PART II
Item 13
Defaults, Dividend Arrearages and Delinquencies
59
Item 14
Material Modifications to the Rights of Securities Holders
59
Item 15
Controls and Procedures
59
Item 16
Reserved
60
Item 16A
Audit Committee Financial Expert
60
Item 16B
Code of Ethics
60
Item 16C
Principal Accountant Fees and Services
60
Item 16D
Exemptions from the Listing Standards for Audit Committees
61
Item 16E
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
61
Item 16F
Change in Registrant’s Certifying Accountant
61
Item 16G
Corporate Governance
61
Item 16H
Mine Safety Disclosure
61
Item 16I
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
61
Item 16J
Insider Trading Policies
61
Item 16K
Cybersecurity
61
PART III
Item 17
Financial Statements
62
Item 18
Financial Statements
62
Item 19
Exhibits
62
Signature
64
5
Glossary of Abbreviations
Ag:
Silver
Ag g/t:
Silver grade measured in grams per metric ton
Converts to ounces per ton by dividing by 34.286
Au:
Gold
Au g/t:
Gold grade measured in grams per metric ton
Converts to ounces per ton by dividing by 34.286
Cu:
Copper
g/t:
grams per tonne
IP:
Induced Polarization geophysical survey
masl:
meters above sea level
MPa:
Megapascal or one million pascals.
NGO:
Non-governmental organization
NSR:
net smelter returns royalty
Oz:
Troy ounce
Pa:
one pascal
QA/QC: Quality Assurance/Quality Control
tpd:
Tonnes per day
ton:
Short ton (2,000 pounds)
tonne:
Metric ton (1000 kilograms - 2204.62 pounds)
Conversion Table
Metric / Imperial
1.0 millimeter (mm) = 0.039 inches (in)
1.0 meter (m) = 3.28 feet (ft)
1.0 kilometer (km) = 0.621 miles (mi)
1.0 hectare (ha) = 2.471 acres (ac)
1.0 gram (g) = 0.032 troy ounces (oz)
1.0 metric tonne (t) = 1.102 short tons (ton)
1.0 g/t = 0.029 oz/ton
Unless otherwise indicated, all dollar ($) amounts referred to herein are in Canadian dollars.
6
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements contained in this Annual Report on Form 20-F (the “Annual Report”) of Almaden Minerals Ltd.
(“Almaden” or the “Company”), and the exhibits attached hereto that are not historical facts are forward-looking
statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of
U.S. and Canadian securities legislation and the U.S. Private Securities Litigation Reform Act of 1995 that involve
risks and uncertainties.
Such forward-looking statements include, but are not limited to, statements regarding the Company’s forecasts
and expected cash flows; the Company’s projected capital and operating costs; the timing, outcome, impact, and
procedures relating to the arbitration proceedings under the CPTPP; the expected sale of the Rock Creek Mill;
disclosure regarding litigation financing; requirements for additional capital and expected use of proceeds; the
Company’s cash resources and their adequacy to meet the Company’s working capital and litigation needs for its
next fiscal year; the possible effect of changes in interest rates and exchange rates on the Company’s future
operations; unanticipated reclamation expenses; limitations on insurance coverage; the Company’s outlook with
respect to the price, demand and need for precious and other metals and any other statement that may predict,
forecast, indicate or imply future plans, intentions, levels of activity, results, performance or achievements. These
statements relate to analyses and other information that are based on forecasts of future results, estimates of
amounts not yet determinable and assumptions of management. Statements concerning Mineral Reserve and
Mineral Resource estimates may also be deemed to constitute forward-looking statements to the extent that they
involve estimates of the mineralization that will be encountered if a property is developed, and in the case of
Mineral Reserves, such statements reflect the conclusion based on certain assumptions that the mineral deposit
can be economically exploited. Any statements that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not
always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not
anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”,
“would”, “might” or “will” (or the negative and grammatical variations of any of these terms and similar
expressions) be taken, occur or be achieved) are not statements of historical fact and may be forward-looking
statements. Forward-looking information is not a guarantee of future performance and is based upon a number of
estimates and assumptions of management, in light of management’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 document including, without limitation, assumptions about:
both Almaden’s and the applicable Mexican authorities’ legal positions; stability and predictability in Mexico’s
response to the arbitration process under the CPTPP; stability and predictability in the application of the CPTPP
and arbitral decisions thereon; the ability to finance the arbitration process, and continued respect for the rule of
law in Mexico, future economic and political conditions; future currency exchange rates remaining as estimated;
availability of funds; favourable equity capital markets; the ability to raise any necessary capital on reasonable
terms to advance the Company’s business objectives; future metal prices; the timing and reliability of sampling
and assay data; and the accuracy of budgeted exploration and development costs and expenditures.. 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. Some of the important risks, uncertainties and other factors that could
affect forward-looking statements include, but are not limited to, those described further in the sections entitled
“ITEM 3. KEY INFORMATION - Risk Factors”, “ITEM 4. INFORMATION ON THE COMPANY - Business
Overview”, “ITEM 4. INFORMATION ON THE COMPANY – Principal Property Interests” and “ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS” and in the exhibits attached to this Annual
Report. Should one or more of these risks, uncertainties and other factors materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those described in the Company’s forward-
looking statements. 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. The forward-
looking statements are based on beliefs, expectations and opinions of the Company’s management on the date of
this Annual Report and speak only as of the date hereof and the Company does not undertake any obligation to
publicly update forward-looking statements contained herein to reflect events or circumstances after the date
hereof, except as required by law. For the reasons set forth above, investors should not place undue reliance on
7
forward-looking statements.
Forward-looking statements and other information contained herein concerning the mining industry and the
Company’s expectations concerning the mining industry are based on estimates prepared by the Company using
data from publicly available sources as well as from market research and industry analysis and on assumptions
based on data and knowledge of this industry which the Company believes to be reasonable. However, this data
is inherently imprecise, although generally indicative of relative market positions, market shares and performance
characteristics. While the Company is not aware of any misstatements regarding any mining industry data
presented herein, the industry involves risks and uncertainties and is subject to change based on various factors.
Certain historical and forward-looking statements contained in this Annual Report has been provided by, or
derived from information provided by, certain persons other than the Company. Although the Company does not
have any knowledge that would indicate that any such information is untrue or incomplete, the Company assumes
no responsibility for the accuracy and completeness of such information or the failure by such other persons to
disclose events which may have occurred or may affect the completeness or accuracy of such information, but
which is unknown to the Company.
Please consult the Company’s public filings at www.sec.gov for further, more detailed information concerning
these matters.
PART I
Item 1. Identity of Directors, Senior Management and Advisors
Not applicable
Item 2. Offer Statistics and Expected Timetable
Not applicable
Item 3. Key Information
A.
[Reserved]
B.
Capitalization and Indebtedness
Not applicable.
C.
Reasons for the Offer and Use of Proceeds
Not applicable.
D.
Risk Factors
Speculative Nature of Resource Exploration and Development
Resource exploration and development is a speculative business, characterized by a number of significant risks
including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits
but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit
from production. The marketability of minerals acquired or discovered by the Company may be affected by
numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such
as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment,
and other factors such as government regulations, including regulations relating to royalties, allowable
production, importing and exporting of minerals, and environment protection, the combination of which factors
may result in the Company not receiving an adequate return on investment capital.
The Company may be unsuccessful in identifying and acquiring projects of merit. If identified or acquired, there
is no assurance that a commercially viable ore deposit or mining operation will result from the Company’s
activities. Advancing work on any such properties would require that the Company obtain the necessary financing
and permitting for exploration and development.
8
Title to mineral properties
While the Company investigates title to mineral properties, this should not be construed as a guarantee of title.
Any properties held by the Company may be subject to prior unregistered agreements or transfers and title may
be affected by undetected defects. The Company does not hold title to the Tuligtic property or the Ixtaca project.
Risk related to proceedings under the Comprehensive and Progressive Agreement for Trans-Pacific
Partnership (“CPTPP”)
On December 13, 2023 the Company delivered to the United Mexican States (“Mexico”) a Request for
Consultations in accordance with the CPTPP relating to an investment dispute with Mexico. On March 14, 2024,
the Company delivered to Mexico notice of its intention to submit a claim to arbitration against Mexico in
accordance with Article 9.19.3 of the CPTPP. On June 14, 2024 the Company announced that it had commenced
international arbitration proceedings against Mexico by filing its Request for Arbitration with the International
Centre for Settlement of Investment Disputes (“ICSID”), and on March 21, 2025, the Company announced that
it had filed its memorial documentation pursuant to the Arbitration. These legal proceedings, or others that could
be brought against or by the Company in the future, could have a material adverse effect on our financial position
or prospects. While the Company believes it has valid reasons to commence legal proceedings, litigation matters
are inherently uncertain and there is no guarantee that the arbitration will be successful, or that the likely outcome
of this matter will be consistent with the ultimate resolution of the matter. Any legal proceedings require the
Company to incur significant expense, devote significant resources, and may generate adverse publicity, which
could materially, and possibly adversely, affect its business. The Company’s inability to enforce its rights and the
enforcement of rights on a prejudicial basis by foreign courts or international arbitral tribunals could have an
adverse effect on the Company’s outlook. Outcomes in any legal proceedings and the process for recovering funds
even if there is a successful outcome in any legal proceedings can be lengthy and unpredictable. Furthermore,
there is a risk that the Company will be unable to secure or maintain the necessary funding to advance any legal
proceedings.
History of Net Losses, Lack of Cash Flow and Assurance of Profitability; Need for Additional Capital
The Company had net losses in a number of years since its date of incorporation. Due to the nature of the
Company’s business, there can be no assurance that the Company will be profitable. The Company had net losses
of $2,875,061 for the year ended December 31, 2024 (“Fiscal 2024”), $64,148,145 for the year ended December
31, 2023 (“Fiscal 2023”), and $11,838,257 for the year ended December 31, 2022 (“Fiscal 2022”).
The Company currently has no revenues from operations as all of its properties and prospects are in the
exploration stage. There is no assurance that the Company will receive revenues from operations at any time in
the near future. During Fiscal 2024, 2023 and 2022, the Company earned interest income and other income from
Administrative service fees charged to Azucar Minerals Ltd. (“Azucar”) and Almadex Minerals Ltd.
(“Almadex”).
At December 31, 2024, the Company had working capital of $4,419,904 including cash and cash equivalents of
$3,155,750. 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.
The Company has not paid dividends on its shares since incorporation and the Company does not anticipate doing
so in the foreseeable future.
Uncertainty of Obtaining Additional Funding Requirements
If the Company’s exploration and development programs are successful, additional capital will be required for
the further development of an economic ore body and to place it in commercial production. Alternatively, the
Company may need additional funding beyond that currently anticipated to prosecute its arbitration proceedings
against Mexico. 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 assets to be earned by
another party or parties.
Failure to obtain additional financing on a timely basis could cause the Company to forfeit its interest in its assets
or terminate its operations.
The Company is Subject to Numerous Laws and Regulations
The Company’s exploration activities are subject to extensive federal, provincial, state and local laws and
9
regulations governing prospecting, development, production, exports, taxes, labour standards, occupational health
and safety, mine safety, waste disposal, protection of the environment, protection of historic and archeological
sites, protection of endangered and protected species and other matters in all the jurisdictions in which it operates.
The Company is required to have a wide variety of permits from governmental and regulatory authorities to carry
out its activities. These permits relate to virtually every aspect of the Company’s exploration and exploitation
activities. Changes in these laws and regulations or changes in their enforcement or interpretation could result in
changes in legal requirements or in the terms of the Company’s permits that could have a significant adverse
impact on the Company’s existing or future operations or projects. Obtaining permits can be a complex, time-
consuming process. There can be no assurance that the Company will be able to obtain the necessary permits on
acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining permits and
complying with these permits and applicable laws and regulations could stop or materially delay or restrict the
Company from continuing or proceeding with existing or future operations or projects. The Company applies the
expertise of its management, advisors, legal counsel, employees and contractors to ensure compliance with current
laws. Any failure to comply with permits and applicable laws and regulations, even if inadvertent, could result in
the interruption or closure of operations or material fines, penalties or other liabilities.
Political, economic and social environment
The Company’s mineral properties may be adversely affected by political, economic and social uncertainties
which could have a material adverse effect on the Company’s results of operations and financial condition. Areas
in which the Company holds or may acquire properties may experience local political unrest and disruption which
could potentially affect the Company’s projects or interests. Changes in leadership, social or political disruption
or unforeseen circumstances affecting political, economic and social structure could adversely affect the
Company’s property interests or restrict its operations. The Company’s mineral exploration and development
activities may be affected by changes in government regulations relating to the mining industry and may include
regulations on production, price controls, labour, export controls, income taxes, expropriation of property,
environmental legislation and safety factors.
Any shifts in political attitudes or changes in laws that may result in, among other things, significant changes to
mining laws or any other national legal body of regulations or policies are beyond the control of the Company
and may adversely affect its business. The Company faces the risk that governments may adopt substantially
different policies, which might extend to the expropriation of assets or increased government participation in the
mining sector. In addition, changes in resource development or investment policies, increases in taxation rates,
interest rates, higher mining fees and royalty payments, revocation or cancellation of mining concession rights or
shifts in political attitudes in jurisdictions where the Company operates may adversely affect the Company’s
business.
The Company may be subject to legal proceedings that arise in the ordinary course of business
Due to the nature of its business, the Company may be subject to regulatory investigations, claims, lawsuits and
other proceedings in the ordinary course of its business. The Company’s operations are subject to the risk of legal
claims by employees, unions, contractors, lenders, suppliers, joint venture partners, shareholders, governmental
agencies or others through private actions, class actions, administrative proceedings, regulatory actions or other
litigation. Plaintiffs may seek recovery of very large or indeterminate amounts, and the magnitude of the potential
loss relating to such lawsuits may remain unknown for substantial periods of time. Defense and settlement costs
can be substantial, even with respect to claims that have no merit. The results of these legal proceedings cannot
be predicted with certainty due to the uncertainty inherent in litigation, including the effects of discovery of new
evidence or advancement of new legal theories, the difficulty of predicting decisions of judges and juries and the
possibility that decisions may be reversed on appeal. The litigation process could, as a result, take away from the
time and effort of the Company’s management and could force the Company to pay substantial legal fees or
penalties. There can be no assurances that the resolutions of any such matters will not have a material adverse
effect on the Company’s business, financial condition and results of operations.
Environmental, Climate Change, Health and Safety Regulation Compliance
The Company’s exploration and development activities are subject to extensive laws and regulations governing
environmental protection. The Company is also subject to various reclamation-related conditions. Although the
Company closely follows and believes it is operating in compliance with all applicable environmental regulations,
there can be no assurance that all future requirements will be obtainable on reasonable terms. Failure to comply
may result in enforcement actions causing operations to cease or be curtailed and may include corrective measures
10
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.
Mineral Prices May Not Support Corporate Profit
The mining industry in general is intensely competitive and there is no assurance that, even if commercial
quantities of mineral resources are discovered and developed, a profitable market will exist for the sale of same.
Factors beyond the control of the Company may affect the marketability of any substances discovered. The price
of minerals is volatile over short periods of time and is affected by numerous factors beyond the control of the
Company, including international economic and political trends, expectations of inflation, currency exchange
fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased
production due to improved mining techniques. Material changes in mineral prices may affect the economic
viability of any project.
Possible Dilution to Present and Prospective Shareholders
The Company’s plan of operation, in part, contemplates the financing of the conduct of its business by the
issuance, for cash, of equity securities of the Company or incurring debt, or a combination of the two. Any
transaction involving the issuance of previously authorized but unissued shares of common 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 assets it has acquired.
Material Risk of Dilution Presented by Large Number of Outstanding Share Purchase Options
As of April 29, 2025, there were outstanding share purchase options permitting holders thereof to purchase
11,635,000 common shares of the Company. Directors and officers of the Company in the aggregate hold
9,650,000 of the outstanding share purchase options. Non-executive employees and consultants of the Company
hold 1,985,000 of the outstanding share purchase options. The exercise of all of the outstanding share purchase
options would result in dilution to the existing shareholders and could depress the market price of the Company’s
common shares. As of April 29, 2025, the Company had 137,221,408 common shares issued and outstanding.
The exercise of all outstanding share purchase options would cause a 8% increase to the Company’s issued and
outstanding common shares
Dependence on Key Personnel
The Company depends highly on the business and technical expertise of its management and key personnel.
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 Interest
Some of the Company’s directors and officers are directors and officers of other natural resource or mining-
related companies. Duane Poliquin, Morgan Poliquin, Douglas McDonald, and Korm Trieu also serve as directors
and/or officers of Azucar and Almadex. Almadex acts as a lender to the Company pursuant to a gold loan
agreement dated as of May 14, 2019 (the “Gold Loan Agreement”). See the section entitled “Material Contracts”.
Kevin O’Kane also serves on the Board of IAMGOLD Corporation (“IAMGOLD”) and NorthIsle Copper and
Gold Inc. These associations may give rise from time to time to conflicts of interest, as a result of which, the
Company may miss the opportunity to participate in certain transactions.
Foreign Operations
Any activities of the Company in foreign countries are subject to the risks normally associated with conducting
business in foreign countries, including exchange controls and currency fluctuations, foreign taxation, laws or
policies of particular countries, labor practices and disputes, and uncertain political and economic environments,
as well as risks of war and civil disturbances, or other risks that could cause exploration or development
difficulties or stoppages, restrict the movement of funds or result in the deprivation or loss of contract rights or
the taking of property by nationalization or expropriation without fair compensation. Foreign operations could
also be adversely impacted by laws and policies of the U.S. affecting foreign trade, investment and taxation.
11
Foreign Incorporation and Civil Liabilities
The Company was created under amalgamation under the laws of the Province of British Columbia, Canada. With
the exception of Alfredo Phillips, who is a resident of Mexico, all of the Company’s directors and officers are
residents of Canada, and all of the Company’s assets and its subsidiaries are located outside the U.S.
Consequently, it may be difficult for U.S. investors to affect service of process in the U.S. upon those directors
and officers who are not residents of the U.S., or to realize in the U.S. upon judgments of U.S. courts predicated
upon civil liabilities under applicable U.S. laws.
Competition
There is competition from other companies with operations similar to those of the Company's. Many of the
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,
which would have a negative effect on the Company’s operations and financial condition.
Volatility of Share Price
Market prices for shares of small cap companies are often volatile. Factors such as announcements of significant
developments in its business and financial results, and other factors could have a significant effect on the price of
the Company’s shares.
Foreign Currency Fluctuations
At the present time, a majority of the Company’s activities are carried on outside of Canada. Accordingly, it is
subject to risks associated with fluctuations of the rate of exchange between the Canadian dollar and foreign
currencies.
The Company is currently not engaged in currency hedging to offset any risk of exchange rate fluctuation and
currently has no plans to engage in currency hedging.
Lack of a Dividend Policy
The Company does not intend to pay cash dividends in the foreseeable future, as any earnings are expected to be
retained for use in developing and expanding its business. However, the actual amount of dividends which the
Company may pay will remain subject to the discretion of the Company’s Board of Directors (the “Board”) and
will depend on results of operations, cash requirements and future prospects of the Company and other factors.
ESTMA Risks
The 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
to 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.
The Impacts of a Health Pandemic or Outbreak of Contagious Disease
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 impact COVID-19 and its variants 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 and its variants
globally could materially and adversely impact the Company’s business including without limitation, employee
health, limitations on 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.
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Cybersecurity Risks
As is typical of modern businesses, the Company is reliant on the continuous and uninterrupted operation of its
information technology (“IT”) systems. User access and security of all Company sites and IT systems can be
critical elements to its operations, as is cloud security, security of all of the Company’s IT systems, and protection
against cyber security incidents. Any IT failure pertaining to availability, access or system security could
potentially result in disruption of the activities of the Company and its personnel, and could adversely affect the
reputation, operations or financial performance of the Company.
Potential risks to the Company’s IT systems could include unauthorized attempts to extract business sensitive,
confidential or personal information, denial of access extortion, corruption of information or disruption of
business processes, or by inadvertent or intentional actions by the Company’s employees or vendors. A
cybersecurity incident resulting in a security breach or failure to identify a security threat could disrupt business
and could result in the loss of sensitive, confidential or personal information or other assets, as well as litigation,
regulatory enforcement, violation of privacy or securities laws and regulations, and remediation costs, all of which
could materially impact the Company’s business or reputation.
As a result of social media and other web-based applications, companies today are at much greater risk of
losing control over how they are perceived
Damage to the Company’s reputation can be the result of the actual or perceived occurrence of any number of
events, and could include any negative publicity, whether true or not. Although the Company places a great
emphasis on protecting its image and reputation, it does not ultimately have direct control over how it is perceived
by others. Reputation loss may lead to increased challenges in developing and maintaining community relations,
decreased investor confidence and act as an impediment to the Company’s overall ability to advance its assets,
thereby having a material adverse impact on the Company’s business, financial condition or results of operations.
International Conflict
International conflict and other geopolitical tensions and events, including war, military action, terrorism, trade
disputes, and international responses thereto have historically led to, and may in the future lead to, uncertainty or
volatility in global commodity and financial markets. Russia’s invasion of Ukraine has led to sanctions being
levied against Russia by the international community and may result in additional sanctions or other international
action, any of which may have a destabilizing effect on commodity prices and global economies more broadly.
Volatility in commodity prices may adversely affect the Company’s business, financial condition and results of
operations. The extent and duration of the current Russian-Ukrainian conflict and related international action
cannot be accurately predicted at this time and the effects of such conflict may magnify the impact of the other
risks identified in this Form 20-F, including those relating to commodity price volatility, the international legal
framework, and global financial conditions. The situation is rapidly changing and unforeseeable impacts,
including on our shareholders and counterparties on which we rely and transact with, may materialize and may
have an adverse effect on the Company’s business, results of operation and financial condition.
Emerging Growth Company Transition Period
Pursuant to the JOBS Act of 2012 and Section 7(a)2(B) of the Securities Act, the Company is taking advantage
of the extended transition period for Emerging Growth Companies. When an accounting standard is issued or
revised and it has different application dates for public or private companies, the Company, as
an emerging growth company, can adopt the standard for the private company. This may make comparison of the
Company’s financial statements with any other public company which is not either an emerging growth company
nor an emerging growth company which has opted out of using the extended transition period difficult or
impossible as different or revised standards may be used.
The Company could be deemed a passive foreign investment company which could have negative
consequences for U.S. investors.
The Company could be classified as a Passive Foreign Investment Company (“PFIC”) under the United States
tax code. If the Company is a PFIC, then owners of the Company’s shares who are U.S. taxpayers generally will
be required to include distributions or any gain realized upon a disposition or deemed disposition of shares, as
ordinary income and to pay an interest charge on a portion of such distribution or gain, unless the taxpayer timely
makes a qualified electing fund ("QEF") election or a mark-to-market election with respect to the Company’s
shares.
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Item 4. Information on the Company
A. History and Development of the Company
The head office of the Company is located at 1333 Johnston Street, Suite 210, Vancouver, British Columbia,
Canada, V6H 3R9. The address of the registered office of the Company is 1177 West Hastings Street, Suite 1710,
Vancouver, British Columbia, Canada, V6E 2L3.
Computershare Investor Services Inc., at its offices in Vancouver, B.C. and Toronto, Ontario, is the registrar and
transfer agent of the Company’s Common 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) (the “BCBCA”). Effective July 31, 2015, the
Company effected a corporate reorganization pursuant to a statutory plan of arrangement (“Plan of Arrangement”)
involving the Company’s then wholly owned subsidiary, Azucar, as described below.
The Company’s common shares began trading on the Toronto Stock Exchange (“TSX”) under the symbol
“AMM” on February 11, 2002 and on the NYSE American (formerly the NYSE MKT), under the symbol “AAU”
on December 19, 2005. The Company delisted from the NYSE American effective April 4, 2024 and concurrently
began trading on the OTCQB Marketplace, under the symbol “AAUAF”. Almaden Resources Corporation’s
initial public offering on the Vancouver Stock Exchange was pursuant to a prospectus dated October 10, 1986.
The shares of Fairfield Minerals Ltd. began trading on the Vancouver Stock Exchange on July 18, 1986 and on
the TSX on May 21, 1990.
There have been no public takeover offers by third parties in respect of the Company’s common shares and the
Company has made no public takeover offers in respect of any other company’s shares.
Business of the Company
The Company is engaged in the evaluation of exploration and development opportunities while also seeking
compensation from the Government of Mexico for actions which blocked the development of the Ixtaca project
and ultimately retroactively terminated the Company’s mineral concessions, causing the loss of the Company’s
investments in Mexico. The Company has not generated any revenues from operations.
Corporate Reorganization
The Company entered into an Arrangement Agreement dated May 11, 2015 involving the spinout, pursuant to a
statutory Plan of Arrangement, of Almaden’s early stage exploration projects, royalty interests and other non-
core assets into a new public company called Azucar (formerly Almadex Minerals Limited), which trades on the
TSX Venture Exchange (the “TSXV”) under the symbol “AMZ” and the OTCQB marketplace under the symbol
“AXDDF”, pursuant to which Azucar acquired the following key assets:
a 100% interest in the El Cobre copper-gold porphyry exploration project in Mexico and the Willow
copper-gold porphyry exploration project in Nevada, in addition to a portfolio of 20 other exploration
projects;
a 2% NSR on the Tuligtic property in Mexico, which hosted the Company’s Ixtaca gold-silver
development project;
a 1.5% NSR on the Caballo Blanco gold deposit in Mexico, a development project operated by Timmins
Gold Corp.;
a 2% NSR on the Elk gold deposit in Canada, an advanced exploration project operated by JDL Gold
Corp. (formerly Gold Mountain Mining Corp.);
a portfolio of 21 additional NSRs on exploration projects in Mexico, Canada and the United States
identified through the Company’s past prospect generator activities;
equity holdings in several publicly-listed companies;
1,597 ounces of gold bullion; and
approximately $3 million in cash.
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On July 31, 2015, all conditions to the statutory Plan of Arrangement regarding the spinout were satisfied or
waived and the spinout was effective. Almaden’s shareholders approved the Plan of Arrangement and exchanged
their existing common shares of Almaden for one “new” Almaden common share and 0.6 common share of
Azucar.
The Company entered into an Administrative Services Agreement with Azucar dated May 15, 2015, as amended
by First Amending Agreement dated December 16, 2015 (the “Agreement”). Under the Agreement, the Company
is the sole and exclusive manager of Azucar, and provides Azucar with general management services and day-to-
day operation of Azucar. These services include:
Office space;
Executive personnel and human resources;
Geological technical support; and
Accounting and financial services.
Azucar compensates the Company 8% (2023 – 5%) of the Company’s actual monthly cost of rent for any shared
facilities, and 8% (2022 – 5%) of any shared personnel’s fees and/or wages. Azucar pays the Company any
reasonable fees or costs incurred on behalf of Azucar by the Company which were approved by Azucar.
Effective May 18, 2018, Azucar effected a corporate reorganization pursuant to a statutory plan of arrangement
involving Azucar’s then wholly owned subsidiary, Almadex. Consequent upon this corporate reorganization the
Company entered into an Administrative Services Agreement with Almadex dated March 29, 2018 (the “Almadex
Agreement”). Under the Almadex Agreement, the Company is the sole and exclusive manager of Almadex, and
provides Almadex with general management services and day-to-day operation of Almadex. These services
include:
Office space;
Executive personnel and human resources;
Geological technical support; and
Accounting and financial services.
Almadex compensates the Company 66% (2023 – 66%) of the Company’s actual monthly cost of rent for any
shared facilities, and 66% (2023 – 66%) of any shared personnel’s fees and/or wages. Almadex pays the Company
any reasonable fees or costs incurred on behalf of Almadex by the Company which were approved by Almadex.
Both the Agreement and the Almadex Agreement (together, the “Administrative Services Agreements”) had
initial 5-year terms, with subsequent automatic 1-year renewals unless terminated pursuant to the terms permitted
under the Administrative Services Agreements. The Administrative Services Agreements include a Change of
Control clause. If either party is subject to a Change of Control during the term of the respective Administrative
Services Agreement, the Administrative Services Agreement shall automatically terminate within 48 hours of the
Change of Control unless agreed to in writing by both parties. The target of the Change of Control shall then pay
the other party $2 million as compensation for the unplanned termination of the Company’s engagement and
significant disruption to the other party’s business. “Change of Control” means the date upon which, without the
written concurrence of the target of the Change of Control, any person (as that term is defined in the Securities
Act (British Columbia)) makes and does not withdraw a take-over bid (as that term is defined in the Securities
Act (British Columbia)) or acquires, directly or indirectly, that number of common shares of the target which
equals or exceeds twenty percent (20%) of the then issued common shares of the target.
Available Information
The SEC maintains an internet site that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC on www.sec.gov. You can also find information on our
website www.almadenminerals.com. The information contained on our website is not a part of this annual report.
B. Business Overview
The Company is engaged in the business of the acquisition, exploration and when warranted, development of
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mineral properties. The Company is also seeking compensation from the Government of Mexico for actions which
blocked the development of the Ixtaca project and ultimately retroactively terminated the Company’s mineral
concessions, causing the loss of the Company’s investments in Mexico. The Company has not generated any
revenues from operations.
Competition
The mineral property exploration and development business, in general, is intensively competitive and there is
not any assurance that even if commercial quantities of ore are discovered, a ready market will exist for sale of
same. Numerous factors beyond the Company’s control may affect the marketability of any substances
discovered. These factors include market fluctuations; the proximity and capacity of natural resource markets
and processing equipment; and government regulations, including regulations relating to prices, taxes, royalties,
land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of
these factors cannot be accurately predicted, but the combination of these factors may make it difficult for the
Company to receive an adequate return on investment.
The Company competes with many companies possessing greater financial resources and technical facilities for
the acquisition of mineral concessions, claims, leases and other mineral interests as well as for the recruitment
and retention of qualified employees.
C. Organizational Structure
The Company currently has two wholly-owned (direct or indirect) subsidiaries. These subsidiaries are:
Subsidiaries
Jurisdiction
Nature of operations
Puebla Holdings Inc.
Canada
Holding company
Minera Gorrion, S.A. de C.V.
Mexico
Exploration company
D. Property, Plants and Equipment
Company’s Principal Property
The Tuligtic Project located in Puebla, Mexico, which hosted the Company’s Ixtaca discovery made in 2010, was
previously owned by the Company.
The Tuligtic property consisted of two mineral concessions (“the “Concessions”). The Company applied for the
Concessions in 2002 and 2008, which were granted in 2003 and 2009, respectively. The Company held a 100%
interest in the Concessions subject to a 2.0% NSR royalty held by Almadex Minerals Ltd (‘’Almadex”). The
Concessions covered approximately 14,000 Hectares, including certain endowed lands of the Ejido Tecoltemi
(“Ejido”), which comprise approximately 330 Hectares.
The Company’s work on the project is detailed in the Amended S-K 1300 Technical Report Summary of the
Ixtaca Gold-Silver Project as filed on EDGAR on September 28, 2023. Since the acquisition of the Concessions,
the Company has capitalized acquisition costs of $11,308,721 and deferred exploration costs of $52,514,758 net
of impairments write downs and recoveries.
In March, 2015, the Ejido declared itself Indigenous and in April, 2015, filed a lawsuit (“Lawsuit”) against
Mexico (the President, Congress, Ministry of Economy, Directorate of Mines, Mining Registry Office), claiming
that Mexico’s mineral title system was unconstitutional because Indigenous consultation was not required before
the granting of mineral title. Under Mexican law, an ejido refers to a form of communal land tenure where a group
of individuals, known as ejidatarios, collectively own and manage agricultural land.
The Ejido in question is a small, remote mountain village of approximately 150 residents, located at an altitude
of 2,569 meters, a higher elevation than the Project. It is situated entirely outside the Project’s “area of influence”
as defined in the Company’s environmental permit application of February, 2019, approximately 45 minutes to
an hour by car from the Project site. The Ejido lands cover an area of approximately 330 hectares, in the
southeastern portion of the mineral concessions which were owned by the Company and which underpinned the
Project. The Lawsuit was supported by internationally funded non-governmental organizations.
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Upon learning of the Lawsuit, Almaden immediately sought to relinquish approximately 7,000 hectares of its
mineral title area including the portion overlapping with the Ejido lands, believing that this would address the
Ejido’s concerns. The reduced title area was confirmed by the Mexican mining authorities in 2017. However, the
Ejido appealed this reduction, and in late 2020 the Mexican courts confirmed that the Company was obligated to
continue in its possession of the larger title area.
In 2018, President Lopez-Obrador (“AMLO”) came into power in Mexico. The AMLO regime is widely
recognized as having been hostile to the mining industry, in particular foreign mining companies that owned or
sought to develop mining projects in Mexico.
In 2022, Mexico’s Supreme Court (“SCJN”) ruled on the Lawsuit. In effect, the SCJN ruling concluded that the
Mexican mining law was not unconstitutional, but that the Mexican mining authority (“Economia”) had
improperly issued the Claimants’ mineral titles as it had not incorporated Mexico’s Indigenous consultation
obligations into the mineral title issuance procedures. The SCJN required that the Company’s two mineral titles
be suspended, in order that the Company’s mineral title applications, originally made in 2002 and 2008 and
approved in 2003 and 2009, could be reissued by Economia after it complied with its Indigenous consultation
obligations.
The rights endowed by the Company’s mineral titles were suspended in June, 2022, and the Company began
working cooperatively with Economia to facilitate what it thought would be the first ever Indigenous consultation
in Mexico in respect of the granting of mineral titles. In October, 2022 however, the head of Economia was
replaced and the Company’s access to Economia ceased.
In February, 2023 Economia filed a notice with the courts charged with implementing the SCJN decision, seeking
to deny the two mineral title applications retroactively. The notice claimed that the applications contained alleged
de minimis technical faults, despite Economia’s acceptance of the mineral title applications and grant of the
mineral titles in 2003 and 2009. By alleging such de minimis technical faults in the mineral title applications,
Economia breached Mexican domestic law and international law to deny arbitrarily and pre-emptively the grant
of the mineral titles and thereby avoid the Indigenous consultation ordered by the SCJN. Such consultation would
have been welcomed by both the Company and community members living in the area of influence of the Project.
Despite the legal appeals of the Company and surrounding community members that Indigenous consultation
should proceed, the Mexican courts endorsed Economia’s position. Therefore, the mineral rights underpinning
the Project were definitively cancelled and reverted to the Government of Mexico, and Indigenous consultation
never occurred.
Due to the Mexican government’s action to revoke the Company’s mineral concession title and to prevent any
further exploration and development plans on the Tuligtic property, the Company recorded an impairment of
acquisition costs of $11,308,720 and deferred exploration costs of $52,514,758 during the year ended December
31, 2023.
The Company has suffered substantial harm arising out of Mexico’s conduct in breach of its investment protection
obligations under the CPTPP, including (without limitation):
Economia’s reassessment of the original applications for the mineral titles holding them to be deficient
and unfeasible, contradicting the position previously adopted by it, and violating the Company and its
subsidiary’s right to amend or supplement the mineral title applications; and
the Mexican Secretariat of Environment and Natural Resources’ (Secretaría del Medio Ambiente y
Recursos Naturales, “SEMARNAT”) delay in issuance and ultimate refusal to issue the environmental
permit (Manifiesto de Impacto Ambiental) for the Ixtaca project.
The Company has now commenced arbitration proceedings (the “Claim”) against Mexico under the
Comprehensive and Progressive Agreement for Trans-Pacific Partnership (“CPTPP”). In March, 2025 the
Company filed its memorial documentation (“Memorial”) pursuant to this arbitration, which outlines how Mexico
breached its obligations under the CPTPP through actions which blocked the development of the Ixtaca project
and ultimately retroactively and arbitrarily terminated the Company’s mineral concessions. Specifically, the
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Memorial demonstrates how Mexico (i) unlawfully expropriated the Claimants’ protected investments without
any compensation; (ii) failed to accord the Claimants’ protected investments fair and equitable treatment; and (iii)
unlawfully discriminated against the Claimants and their protected investments.
As further explained in the Company’s June 27, 2024 press release, Almaden is pursuing this Claim together with
Almadex Minerals Ltd. (“Almadex”), on behalf of themselves and their Mexican subsidiaries (the “Claimants”).
Prior to the illegal acts of Mexico which resulted in the complete loss of the investment, Almaden held 100% of
the Ixtaca precious metals project in Mexico (the “Project”), while Almadex held a 2.0% NSR royalty on the
Project.
International Arbitration Claim
The Claim is being prosecuted pursuant to the established and enforceable legal framework of the International
Centre for Settlement of Investment Disputes (“ICSID”).
Almaden initiated the six-month consultation period required under the CPTPP on December 13, 2023. Mexico
agreed to hold one consultation meeting, which took place on May 30, 2024, but it did not result in an amicable
resolution of the Company’s investment dispute. The Company filed notice of its intention to submit a claim to
arbitration against Mexico under the CPTPP on March 14, 2024, triggering a 90-day notice period prior to filing.
The Company announced the filing of its claim on June 17, 2024.
The following key milestones were met during 2024 after the filing of the Request for Arbitration:
Each of the Company and Mexico appointed an arbitrator to the three-person arbitration panel (the
“Tribunal”);
The third and presiding arbitrator was also appointed, and the Tribunal duly constituted. The place of
the arbitration is Washington, D.C.;
The Tribunal held its first session with the Company and Mexico on November 20, 2024;
The Company engaged a quantum expert to assess the damages relating to the Claim;
The Company and its legal representatives continued in the document analysis and interviews with
pertinent personnel and experts necessary for the preparation of a Memorial filing.
The Company filed its Memorial in March 2025. Based on a valuation by the independent quantum expert, the
Memorial outlines that the Claimants are seeking damages of US$1.06 billion, in the aggregate. This number will
be further updated as the Claim proceeds, to reflect future movements in precious metal prices, exchange rates,
interest rates, and other factors.
As noted above, Almaden is pursuing this Claim together with Almadex Minerals Ltd. (“Almadex”), on behalf
of themselves and their Mexican subsidiaries (the “Claimants”). Pursuant to a Litigation Management Agreement
(“LMA”) described in the June 27, 2024 press release, the Company and its Mexican subsidiary have agreed with
Almadex and its Mexican subsidiary to streamline the management of the arbitration proceedings. Under the
LMA, Almaden will bear the up-front costs of the arbitration and provide overall direction to the arbitration
process for itself and its subsidiaries, as well as Almadex and its subsidiaries, with certain limitations. Almadex
remains a party to the arbitration and continues in its cooperation and support of the process. Should the Claim
result in an award of damages, the pro rata portion of those damages, if any, which may be attributable to Almadex
from the 2.0% NSR royalty it held on the Ixtaca project will be determined. Almadex’s award will consist of this
pro rata portion, less its pro rata share of the costs of pursuing the legal claims, including the financing costs (the
“Almadex Award”). Almadex will compensate Almaden in the amount of 10% of the Almadex Award in
exchange for Almaden’s management of the claim proceedings.
In addition, on June 27, 2024 the Company announced that it had agreed with Almadex to extend the maturity of
the gold loan (see press release of May 14, 2019) from March 31, 2026 to the earlier of March 31, 2030 or the
receipt by Almaden or its subsidiary of any amount relating to its legal claims against Mexico.
In return for this amendment, in addition to its obligation to repay the gold loan, Almaden agreed to pay Almadex
2.0% of the gross amount of any Claim Proceeds that Almaden may receive as a result of the Claims, such
repayment to be subordinate to amounts due under the LFA, and any additional legal and management costs.
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To provide funding for the arbitration proceedings, Almaden has entered into a litigation funding agreement (the
“LFA”) with a leading legal finance provider (the “Funder”). The LFA provides up to US$9.5 million in non-
recourse funding for the Company to pursue the Claims. This funding is expected to cover all legal, tribunal and
external expert costs of the Claims, as well as some corporate operating expenses as may be required. Should the
Claims result in the Claim Proceeds, the Funder shall be entitled to the return of its funding capital outlay, plus
up to the greater of 2.5x the funding capital outlay or 30% of the Claim Proceeds. The actual return to the Funder
may be lower than the foregoing amounts depending on how quickly the Claim is resolved. As at December 31,
2024, cumulative legal and arbitration costs covered by the LFA totaled US$1,373,960.
The Claimants’ legal counsel for this arbitration are Boies, Schiller, Flexner, LLP, and RíosFerrer + Gutiérrez,
S.C.
While the Company is vigorously pursuing this Claim, its preference is for a constructive resolution with Mexico
that results in a positive outcome for all stakeholders.
Upcoming / Outlook
Almaden has access to sufficient funding to conduct its anticipated operations for the next fiscal year.
Item 4A. Unresolved Staff Comments
Not applicable.
Item 5.
Operating and Financial Review and Prospects
A.
Operating Results
The following discussion and analysis of the results of operations and the Company’s financial position should
be read in conjunction with the consolidated financial statements and related notes for the years ended December
31, 2024, 2023, and 2022 appearing under Item 18 – Financial Statements and listed under Item 19 – Exhibits.
The Company’s consolidated financial statements are stated in Canadian Dollars and have been prepared in
accordance and compliance with International Financial Reporting Standards as issued by the International
Accounting Standards Board (“IASB”).
The Company receives other income from Administrative Services Agreements with Azucar and Almadex.
Under those Agreements, the Company is the sole and exclusive manager of Azucar and Almadex. Azucar and
Almadex compensate the Company 8% (2023 – 5%) and 66% (2023 – 66%), respectively, of the Company’s
actual monthly overhead costs including any shared personnel 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. The Administrative Services Agreements had an initial 5-year term, with subsequent
automatic 1-year renewals unless terminated pursuant to the terms permitted under the respective Agreements.
The Administrative Services Agreements include a Change of Control clause. If either party is subject to a Change
of Control during the term of the respective Agreement, that Agreement shall automatically terminate within 48
hours of the Change of Control unless agreed to in writing by both parties. The target of the Change of Control
shall then pay the other party $2 million as compensation for the unplanned termination of the Company’s
engagement and significant disruption to the other party’s business. “Change of Control” means the date upon
which, without the written concurrence of the target of the Change of Control, any person (as that term is defined
in the Securities Act (British Columbia)) makes and does not withdraw a take-over bid (as that term is defined in
the Securities Act (British Columbia)) or acquires, directly or indirectly, that number of common shares of the
target which equals or exceeds twenty percent (20%) of the then issued common shares of the target.
Fiscal 2024 compared to Fiscal 2023
For Fiscal 2024, the Company recorded a comprehensive loss of $2,875,061, or $0.02 per common share,
compared to a comprehensive loss of $64,148,145, or $0.47 per common share, for Fiscal 2023. The decrease in
comprehensive loss of $61,273,084 was primarily a result of a $2,292,382 decrease in operating expenses and the
one-time $62,070,910 loss related to the impairment of the Tuligtic Project in fiscal 2023.
The Company has no revenue from mining operations. Other loss of $280,914 (Fiscal 2023 – $62,351,824) during
Fiscal 2024 relates primarily the loss on derecognition of gold loan payable of $372,941 (Fiscal 2023 - $Nil) due
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to the settlement of the gold loan from Almadex to extend the maturity date to March 31, 2030 and the fair value
adjustments on gold loan payable of $1,199,904 (Fiscal 2023 - $538,975) from the revised valuation made during
2024. Another contributing factor is the unrealized foreign exchange loss on gold loan payable of $600,749
(Fiscal 2024) compared to an unrealized foreign exchange gain on gold loan payable of $55,949 (Fiscal 2023).
The Company has an administrative services agreement with these two companies whereby overhead and salary
expenses are proportionally allocated as described under the heading “Transactions with Related Parties”.
Amounts earned from administrative service fees depends on the business activities of each company. During
Fiscal 2024, the Company had an increase in administrative services fees earned from Azucar of $117,868 (Fiscal
2023 - $75,853), and a decrease in administrative service fees from Almadex of $1,040,186 (Fiscal 2023 -
$1,346,494) due to operational activities within each company.
Operating expenses were $2,594,147 during Fiscal 2024 (Fiscal 2023 - $4,886,529). Certain operating expenses
were reported on a gross basis and recovered through other income from the Administrative Service Agreements.
The decrease in operating expenses of $2,292,382 is mainly due to a decrease of $810,150 from a stock option
grant in Fiscal 2024 compared to Fiscal 2023 in share-based payments. Another contributing factor to a decrease
in operating expenses is the decrease in professional fees of $794,717 during Fiscal 2024, compared to Fiscal
2023 due to the reduction of consulting needs in Mexico as the Company no longer owns the Tuligtic Property.
Fiscal 2023 compared to Fiscal 2022
For Fiscal 2023, the Company recorded a comprehensive loss of $64,148,145, or $0.47 per common share,
compared to a comprehensive loss of $11,838,257, or $0.09 per common share, for Fiscal 2022. The decrease in
comprehensive loss of $52,309,888 was primarily a result of a $529,899 decrease in operating expenses offset by
a $57,271,180 increase in other loss.
The Company has no revenue from mining operations. Other loss of $62,351,824 (Fiscal 2022 – $5,080,644)
during Fiscal 2023 relates primarily to the impairment of exploration and evaluation assets of $63,823,478 (2022
– $Nil) from Tuligtic property, the mill equipment the impairment of property, plant and equipment of $Nil (Fiscal
2022 – $7,441,293) from the mill equipment, the revaluation of the unrealized gain on warrant liability of
$102,787 (Fiscal 2022 – $520,503). The impairment of exploration and evaluation assets is due to the Mexican
government’s action to revoke the Company’s mineral concession title and to prevent any further exploration and
development plans on the Tuligtic property. The impairment of the mill equipment is the result of management’s
assertion that the fair value of the Rock Creek Mill has decreased during storage in Nome, Alaska. The change
in unrealized gain on warrant liability is due to the decrease in the Company’s share price to calculate the fair
value using the Black-Scholes option pricing model.
The Company has an administrative services agreement with these two companies whereby overhead and salary
expenses are proportionally allocated as described under the heading “Transactions with Related Parties”.
Amounts earned from administrative service fees depends on the business activities of each company. During
Fiscal 2023, the Company had a decrease in administrative services fees earned from Azucar of $75,853 (Fiscal
2022 - $185,068), and an increase in administrative service fees from Almadex of $1,346,494 (Fiscal 2022 -
$1,191,360) due to operational activities within each company.
Operating expenses were $4,886,529 during Fiscal 2023 (Fiscal 2022 - $5,416,428). Certain operating expenses
were reported on a gross basis and recovered through other income from the Administrative Service Agreements.
The decrease in operating expenses of $529,899 is mainly due to a decrease of $667,950 from a stock option grant
in Fiscal 2023 compared to Fiscal 2022 in share-based payments.
B.
Liquidity and Capital Resources
As at December 31, 2024, the Company’s working capital position was $4,419,904. 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.
To help fund its arbitration against Mexico, Almaden has entered into a litigation funding agreement (the “LFA”)
with a leading legal finance provider (the “Funder”). The LFA provides up to US$9.5 million in non-recourse
funding for the Company to pursue the Claims. This funding is expected to cover all legal, tribunal and external
expert costs of the Claims, as well as some corporate operating expenses as may be required. The funding is
repayable in the event that Claim Proceeds are recovered from Mexico, with such repayment being a contingent
20
entitlement to the Claim Proceeds. As at December 31, 2024, cumulative legal and arbitration costs covered by
the LFA totaled US$1,373,960.
Subsequent to the end of the 2024 fiscal year, the Company entered into a definitive agreement to sell certain
assets comprising the Rock Creek Mill for a purchase price of US$9,700,000, with 15% of the purchase price
payable as a commission by Almaden to an equipment sales broker. The transaction is subject to certain
conditions, including completion of a final inspection by the Purchaser. The Purchase Price is payable in certain
instalments as follows:
•
US$2,000,000 is due within 14 days of the execution of the Agreement (paid on March 13, 2025).
•
US$3,000,000 shall be paid upon verification of transport scheduling (paid on April 3, 2025).
•
US$2,000,000 shall be paid following the final inspection.
•
US$2,700,000 shall be paid when the assets are prepared for shipment, subject to adjustment based on the
final inspection.
Under the Administrative Services Agreements between the Company and each of Azucar and Almadex the
Company provides management services to Azucar and Almadex. Azucar compensates the Company 8% (2023
– 5%) of any shared personnel remuneration and office overhead expenses, while Almadex compensates the
Company 66% (2023 – 66%) of any shared personnel remuneration and office overhead expenses. Therefore,
Almaden currently recovers 74% (2023 – 71%) of the contractual compensation amounts for the Chair, Chief
Executive Officer (the “CEO”), CFO and Executive Vice-President.
The Company is obligated under an operating lease for its office premises with the following aggregate minimum
lease payments effective April 1, 2017 through to March 31, 2022 with an extension option exercisable only by
the Company through to March 31, 2027. The lease extension was exercised on November 22, 2021 and now
runs to March 31, 2027. The Company reassessed this significant event as a lease modification and has estimated
that the potential future lease payments under the extended lease term would result in an increase in lease liability
by $508,799.
Management believes that the Company’s cash resources are sufficient to meet its working capital requirements
for its next fiscal year, but the Company may decide to raise additional funds through the sale of equity in Fiscal
2025 depending upon its needs and market conditions.
Fiscal 2024
At the end of Fiscal 2024, the Company had working capital of $4,419,904 including cash and cash equivalents
of $3,155,750 compared to working capital of $4,830,735, including cash and cash equivalents of $4,245,983 at
the end of Fiscal 2023. The decrease in working capital of $410,831 is due to cash balances being used for
expenditures in legal matters, exploration and evaluation assets and corporate affairs.
The Company has long term liabilities of $8,291,387 at the end of Fiscal 2024 compared to $5,936,222 at the end
of Fiscal 2023 that relates to long term liabilities relate to long-term portion of lease liabilities of $163,124 (Fiscal
2023 - $277,104) for office lease, gold loan payable of $8,128,263 (Fiscal 2023 - $5,659,118) entered with
Almadex on May 14, 2019.
Net cash used in operating activities during Fiscal 2024, was $902,436 (Fiscal 2023 - $1,483,006), after adjusting
for non-cash activities.
Net cash used in investing activities during Fiscal 2024, was $56,702 (Fiscal 2023 - $801,290) related to
expenditures in exploration and evaluation assets while waiting for its development permits.
Net cash used in financing activities during Fiscal 2024, was $131,095 (Fiscal 2023 - $127,797).
Fiscal 2023
At the end of Fiscal 2023, the Company had working capital of $4,830,735 including cash and cash equivalents
of $4,245,983 compared to working capital of $7,463,140, including cash and cash equivalents of $6,658,076 at
the end of Fiscal 2022. The decrease in working capital of $2,632,405 is due to cash balances being used for
expenditures in exploration and evaluation assets and corporate affairs.
The Company has long term liabilities of $5,936,222 at the end of Fiscal 2023 compared to $8,456,558 at the end
21
of Fiscal 2022 that relates to deferred income tax liability from the Mexican income tax and Special Mining Duty
associated with the Ixtaca Project of $Nil (Fiscal 2022 - $3,090,208). Other components of long term liabilities
relate to long-term portion of lease liabilities of $277,104 (Fiscal 2022 - $377,635) for office lease, gold loan
payable of $5,659,118 (Fiscal 2022 - $4,885,928) entered with Almadex on May 14, 2019, and warrant liability
of $Nil (Fiscal 2022 - $102,787) for the warrants issued pursuant to the registered direct offering on March 18,
2021.
Net cash used in operating activities during Fiscal 2023, was $1,483,006 (Fiscal 2022 - $1,653,398), after
adjusting for non-cash activities.
Net cash used in investing activities during Fiscal 2023, was $801,290 (Fiscal 2022 - $1,728,846) related to
expenditures in exploration and evaluation assets while waiting for its development permits.
Net cash used in financing activities during Fiscal 2023, was $127,797 (Fiscal 2022 - $130,056).
C.
Research and Development, Patents and Licenses
The Company has not conducted any Research and Development activities for the last three years, nor is it
dependent upon any patents or licenses.
D.
Trend Information
Mexico’s gold and silver exploration and development industry has great potential but also poses formidable
challenges, even for economically sound projects rooted in responsible mining practices. As the world’s top
silver producer and a major gold supplier, Mexico benefits from gold’s appeal as a safe-haven asset amid
economic uncertainties and silver’s growing industrial role in solar panels, electric vehicles, and 5G technology,
driven by the energy transition.
However, Mexico’s mining regulatory landscape is currently unpredictable making the long-term investment
necessary for mineral exploration and development increasingly risky relative to some other jurisdictions. While
robust projects with politically favourable characteristics will likely continue to be supported, generally speaking,
capital will seek out opportunities with lower jurisdictional risk. This is likely to drive up the cost of financing
the various initiatives required for mining exploration and development in Mexico.
E.
Critical Accounting Estimates
Not applicable.
Item 6. Directors, Senior Management and Employees
A.
Directors and Senior Management
Table No. 1 lists the directors of the Company as of April 29, 2025. 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 with the exception of Alfredo Phillips, who is a
resident and citizen of Mexico.
Table No. 1
Directors 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 Amalgamation
Name and Jurisdiction of Residence
Age
Date First Elected or Appointed
James Duane Poliquin, B.C. Canada
84
February 1, 2002(4)
Morgan Poliquin, B.C. Canada
53
February 1, 2002(4)
Kevin O’Kane(1)(2)(3) MB. Canada
65
March 31, 2021
Alfredo Phillips(1)(2)(3) CDMX, Mexico
63
March 31, 2021
Ria Fitzgerald(1)(2)(3) B.C. Canada
46
June 29, 2021
22
Duane Poliquin was a director of Almaden Resources Corporation since September 1980 and Morgan Poliquin
since June 1999. Duane Poliquin was a director of Fairfield Minerals Ltd. since June 1996.
Table No. 2 lists the Executive Officers of the Company as of April 29, 2025. The Executive Officers serve at
the pleasure of the Board, subject to the terms of executive compensation agreements hereinafter described. All
Executive Officers are residents British Columbia, Canada and citizens of Canada.
Table No. 2
Executive Officers of the Company
(1) Date of issue of the Certificate of Amalgamation
Duane Poliquin was appointed an Officer of Almaden Resources Corporation in September 1980 and of Fairfield
Minerals Ltd. in June 1996.
Duane Poliquin is a registered professional geological engineer with over 50 years of experience in mineral
exploration and he is the founding shareholder of Almaden Resources Corporation. He gained international
experience working with major mining companies where he participated in the discovery of several important
mineral deposits. Mr. Poliquin has held executive positions and directorships with several junior resource
companies over his career. He was founder and President of Westley Mines Ltd. when that company discovered
the Santa Fe gold deposit in Nevada. Mr. Poliquin spends virtually all of his time on the affairs of the Company,
Azucar and Almadex, of which he also serves as Chair of the Board and a director, his principal occupation during
the preceding five years.
Morgan Poliquin is a registered professional geological engineer with over 20 years’ experience in mineral
exploration since graduating with a B.A.Sc. degree in geological engineering from the University of British
Columbia (1994). In 1996 he earned a M.Sc. in geology from the University of Auckland, New Zealand studying
geothermal and epithermal deposits in the South Pacific including the Emperor Gold Deposit, Fiji. In 2010, Dr.
Poliquin earned his Ph.D. in Geology from the Camborne School of Mines, University of Exeter. He is President
and CEO of the Company and oversees corporate matters as well as directing the Company’s exploration program.
Dr. Poliquin spends virtually all of his time directing the exploration programs and the affairs of the Company,
Azucar and Almadex, of which he also serves as President, CEO and a director, his principal occupation during
the preceding five years.
Kevin O'Kane is a registered professional engineer with more than 40 years of experience in the global mining
industry, his principal occupation during the preceding five years. He has held executive positions with BHP in
South America, including Project Director, Vice President of Health, Safety and Environment, and Asset
President. Most recently, Mr. O’Kane held the position of Executive Vice-President and Chief Operating Officer
for SSR Mining Inc (2018 - 2020). and is a former Director of SolGold PLC. He holds the ESG Competent Boards
Certificate and Global Competent Boards Designation (GCB.D). He is fluent in Spanish and brings a wealth of
technical, operational and HSCE leadership combined with Latin American knowledge to Almaden’s Board. Mr.
O’Kane also serves on the Boards of IAMGOLD Corporation, NorthIsle Copper and Gold Inc and Compañía
Minera Autlán, S.A.B. de C.V. (Mexico).
Alfredo Phillips is a seasoned business executive in Mexican primary industries, his principal occupation during
the preceding five years. Most recently, he served as the Vice President of Corporate Affairs and National Director
for Mexico at Argonaut Gold Inc. In October 2023, he started advising Argonaut Gold on the sale of their Mexican
assets and permitting needs until the purchase of the assets by Heliostar in October of 2024. He also advised
NewGold on a program to build their reputation as a world-class mine closure for their San Luis Potosí Cerro San
Pedro project. Prior to this position, he served as Head of Governmental Affairs in Mexico at Arcelor Mittal, the
world’s largest steel producer, and in a similar capacity for Torex Gold for close to seven years. Mr. Phillips is a
member of the new Mining Commission of the Canadian Chamber of Commerce and was, until recently, Vice
Name
Position
Age
Date First Appointed
James Duane Poliquin
Chair of the Board
84
February 1, 2002 (1)
Morgan Poliquin
President and Chief Executive Officer
53
March 1, 2007
Korm Trieu
Chief Financial Officer & Corp. Secretary
59
May 30, 2011
Douglas McDonald
Executive Vice-President
56
September 22, 2014
John A. Thomas
Vice-President, Project Development
77
September 9, 2019
23
president of the Mining Task Force (previously President of the same Task Force). He continues to serve on the
Board of the Chamber and was the founding Chairman of the Guerrero Mining Cluster in 2016. He is also
currently Vice-Rector for Student Attraction, Marketing, and Communications at a new Liberal Arts College,
Universidad de la Libertad in Mexico City, where he also teaches Expressive Clarity, Smart Skills (Behavioral
Economics), and Leadership and High Performing Teams. He also serves on the board of directors of the Latin
American and Caribbean Council on Renewable Energy (LAC-CORE) and Naturalia AC, an environmental NGO
(partnering with the Nature Conservancy and the US National Park Service-Borderlands Restoration Network).
Mr. Phillips received a B.Sc. in Actuarial Mathematics from Anahuac University in Mexico City and a Master’s
in Public Administration from the Kennedy School of Government at Harvard University
Ria Fitzgerald is a business development consultant with over twenty years of experience in equity capital
markets, mergers and acquisitions, project financing and project development with global and start-up companies
in the mining, infrastructure, and renewable power sectors, her principal occupation during the preceding five
years. She is currently the Director of Mining at Solvest Inc., a renewable energy company. Ms. Fitzgerald has
ten years of experience as an investment banker focused on the mining industry, where she was involved in over
100 financings raising more than $7 billion in private and public equity for global mining companies. She has
also supported mining companies in providing strategic analysis regarding mergers & acquisitions, and
financings. Ms. Fitzgerald’s most recent experience is in project development and financing for sustainable and
renewable energy projects at mines and remote communities with a focus on collaborative partnerships between
the mines and the local communities. Ms. Fitzgerald holds a Bachelor of Commerce degree from the University
of Saskatchewan, where she graduated with High Honours and Great Distinction in finance and holds both the
Chartered Financial Analyst designation and the Certificate in ESG Investing from the CFA Institute.
Korm Trieu is a Chartered Professional Accountant (CPA, CA) and holds a Bachelor of Science degree from the
University of British Columbia and has spent over 20 years in corporate finance, administration and tax services,
primarily in the natural resource, financial service and real estate sectors. From 2008-2011, he served as Vice
President Finance for Sprott Resource Lending Corp. where he oversaw the Finance and Administration
departments of a natural resource lending company. Mr. Trieu spends all of his business time on the affairs of
the Company along with Azucar and Almadex, of which he is also the CFO and Corporate Secretary, his principal
occupation during the preceding five years.
Douglas McDonald holds a Bachelor of Commerce degree and an M.A.Sc. specializing in mineral economics
from the University of British Columbia and has over 25 years of experience in the resource, foreign trade and
resource policy arenas. Prior to joining Almaden, he worked with an investment dealer where he advised
numerous mineral resource companies regarding M&A opportunities and assisted them in accessing capital
markets. He also spent 5 years as a Foreign Service officer with the Canadian government, where he focused on
international trade issues, primarily concerning their impact on the resources industry. Mr. McDonald spends all
of his business time on the affairs of the Company, along with Azucar and Almadex, of which he is also a director
and the Executive Vice-President, his principal occupation during the preceding five years.
John A. Thomas is a professional engineer, who holds a BSc, an MSc and a PhD in chemical engineering from
the University of Manchester in the United Kingdom. He also received a diploma in accounting and finance from
the U.K. Association of Certified Accountants. He has over 45 years of experience in the mining industry,
including both base metal and precious metal projects in several countries including Brazil, Venezuela, Costa
Rica, Russia, Kazakhstan, Canada and Zambia, his principal occupation during the preceding five years. 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 for the construction of
the Moose River Consolidated Mine.
There are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to
which any such director or executive officer was selected as a director or executive officer. Duane Poliquin,
Chair of the Board and Director, is the father of Morgan Poliquin, President, Chief Executive Officer and Director.
B.
Compensation
For the purposes of this document, “executive officer” of the Company means an individual who at any time
during the year was the CEO, President, Executive Vice President or CFO of the Company; any Vice-President
in charge of a principal business unit, division or function; and any individual who performed a policy-making
function in respect of the Company.
24
Set out below are particulars of compensation paid to the following persons (the “Named Executive Officers” or
“NEOs”) for the fiscal year ended December 31, 2024:
1. the CEO;
2. the CFO;
3. each of the three most highly compensated executive officers, or the three most highly compensated
individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed
financial year whose total compensation was, individually, more than $150,000 for that financial year; and
4. any individual who would be a NEO under paragraph (3) but for the fact that the individual was neither an
executive officer of the Company, nor acting in a similar capacity, at the end of that financial year.
The Company has no pension, defined contribution, or deferred compensation plans for its directors, executive
officers or employees.
During Fiscal 2024, the Chair was remunerated at his base salary of $144,000 per annum, and the CEO was
remunerated at his base salary of $345,000 per annum. The CEO’s employment contract included terms for two
additional successive terms of 24 months each (the “Extended Term”) ending January 29, 2019. Subsequently,
both the CEO’s and Chair’s employment contracts were amended to remove the Extended Term thereby making
their terms indefinite. On September 1, 2022, the Chair agreed to forfeit $177,200 of the total $256,000 unpaid
deferred salary. The remaining amount of $78,800 was paid on December 15, 2022.
During Fiscal 2024, the CFO and the Executive Vice-President were remunerated at their base salary of $250,000
CAD and $250,000 CAD, respectively. Each of the CFO’s and Executive Vice-President’s employment
agreements have indefinite terms.
Under Administrative Services Agreements between the Company and each of Azucar and Almadex, the
Company provides management services to Azucar and Almadex. Azucar compensates the Company 8% (2023
– 5%) of any shared personnel remuneration and office overhead expenses, while Almadex compensates the
Company 66% (2023 – 66%) of any shared personnel remuneration and office overhead expenses. Therefore,
Almaden currently recovers 74% (2022 – 71%) of the contractual compensation amounts for the Chair, CEO,
CFO and Executive Vice-President.
All non-management Directors are compensated $30,000 (2023 - $30,000) yearly. The Chair of the Audit
Committee and the Chair of the Compensation Committee are compensated an additional $10,000 (2023 -
$10,000) and $5,000 (2023 - $5,000) per year respectively. The Chair of the Nominating and Corporate
Governance Committee is not compensated (2023 - $Nil). The Compensation Committee also recommended
that, with respect to Director stock options, up to 800,000 options be granted to each non-management Director.
Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in
connection with attendance at meetings of the Board. The Board 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. 3 below, no director received any compensation for their services as a
director, including committee participation and/or special assignments, or will receive compensation on
termination.
Total compensation paid by the Company directly and/or indirectly to all directors and executive officers during
Fiscal 2024 was $391,250 (Fiscal 2023 - $588,895) after recovery by the Company of 74% (2023 - 71%) of
executive officer compensation pursuant to the terms of the Administrative Services Agreements between the
Company and each of Azucar and Almadex.
25
Table No. 3
Summary Compensation Table
Annual Compensation
Long-Term Compensation Awards
Total
Restricted
Options/
Name,
Fiscal
Other Annual
Stock
SARS
LTIP
All Other
Total
Principle Position and
Year
Salary
Bonus
Compensation*
Awards
Granted
Payouts Compensation
Compensation
Jurisdiction of Residence
(#)
Duane Poliquin
2024(1)(2)
$18,000
Nil
Nil
Nil
Nil
Nil
Nil
$18,000
Chair of the Board &
2023(1)(2)
$21,600
Nil
$103,500
Nil
915,000
Nil
Nil
$125,100
Director, B.C, Canada
2022(1)(2)
$55,354
Nil
$173,000
Nil
800,000
Nil
Nil
$228,354
Morgan Poliquin
2024(1)(2)
$34,500
Nil
Nil
Nil
Nil
Nil
Nil
$34,500
President, CEO
2023(1)(2)
$38,813
$11,644
$113,500
Nil
865,000
Nil
Nil
$163,957
& Director, B.C, Canada
2022(1)(2)
$132,618
$33,638
$481,250
Nil
2,075,000
Nil
Nil
$647,506
Elaine Ellingham(6)
2024
Nil
Nil
Nil
Nil
Nil
Nil
$20,000(3)(4)
$20,000
Director, ON, Canada
2023
Nil
Nil
$66,000
Nil
450,000
Nil
$40,000(3)(4)
$106,000
2022
Nil
Nil
$86,000
Nil
350,000
Nil
$40,000(3)(4)
$126,000
Kevin O’Kane
2024
Nil
Nil
Nil
Nil
Nil
Nil
$30,000(3)
$30,000
Director, B.C, Canada
2023
Nil
Nil
$81,000
Nil
550,000
Nil
$30,000(3)
$111,000
2022
Nil
Nil
$55,000
Nil
250,000
Nil
$30,000(3)
$85,000
Alfredo Phillips
2024
Nil
Nil
Nil
Nil
Nil
Nil
$32,500(3)(5)
$32,500
Director, CDMX, Mexico
2023
Nil
Nil
$81,000
Nil
550,000
Nil
$35,000(3)
$116,000
2022
Nil
Nil
$55,000
Nil
250,000
Nil
$40,000(3)
$95,000
Ria Fitzgerald
2024
Nil
Nil
Nil
Nil
Nil
Nil
$37,500(3)(4)(5)
$37,500
Director, B.C, Canada
2023
Nil
Nil
$66,000
Nil
550,000
Nil
$35,000(3)(5)
$101,000
2022
Nil
Nil
$55,000
Nil
250,000
Nil
$35,000(3)(5)
$90,000
Korm Trieu
2024(1)(2)
$68,750
Nil
Nil
Nil
Nil
Nil
Nil
$68,750
Chief Financial Officer,
2023(1)(2)
$75,000
$26,250
$76,000
Nil
540,000
Nil
Nil
$177,250
B.C, Canada
2022(1)(2)
$96,100
$22,500
$154,700
Nil
605,000
Nil
Nil
$273,300
Douglas McDonald
2024(1)(2)
$150,000
Nil
Nil
Nil
Nil
Nil
Nil
$150,000
Executive Vice President
2023(1)(2)
$150,000
$75,000
$73,000
Nil
525,000
Nil
Nil
$298,000
B.C, Canada
2022(1)(2)
$96,100
$48,125
$152,350
Nil
625,000
Nil
Nil
$296,575
John A. Thomas (7)
2024
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Vice President, Project
2023
$50,588
Nil
$42,000
Nil
300,000
Nil
Nil
$92,588
Development, B.C, Canada
2022
$60,000
Nil
Nil
Nil
Nil
Nil
Nil
$60,000
*
Other Annual Compensation is the fair value of options granted calculated using the Black-Scholes option pricing model at grant date.
(1)
Azucar has compensated the Company, 13% during Fiscal 2022, 5% during Fiscal 2023, and 8% during Fiscal 2024 of any shared
personnel fees and/or wages. The above table reflects only the compensation for each individual paid by Almaden after recovery of
such 13%, 5% or 8% from Azucar.
(2)
Almadex has compensated the Company, 49% during Fiscal 2022, 66% during Fiscal 2023 and 66% during Fiscal 2024 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 49%, 66% or 66% from Almadex.
(3)
Director’s fees.
(4)
Audit Committee Chair’s fees.
(5)
Compensation Committee Chair’s fees.
(6)
Elaine Ellingham ceased to be a Director of the Company on June 26, 2024.
(7)
John A. Thomas is compensated at a rate of $5,000 per month pursuant to his Independent Contractor Agreement dated July 1, 2019.
Effective December 1, 2023, Mr. Thomas has agreed suspend his fees until further notice.
Remuneration on Termination
The Company has the following termination clauses within its executive employment contracts.
(1)
Chair
The Company entered into an Executive Employment Contract dated January 1, 2016, as amended by Amending
Agreement dated April 1, 2016 and Second Amending Agreement made January 1, 2019 (the “DP Agreement”)
between the Company and Duane Poliquin (the “Executive” under the DP Agreement) which replaced an expired
Executive Compensation Contract dated January 29, 2013 (the “HMR Agreement”) between the Company and
Hawk Mountain Resources Ltd. (“Management Company”), a private company of which Duane Poliquin (the
“Executive” under the HMR Agreement) is a shareholder, which was terminated by mutual agreement on
December 31, 2015. The DP Agreement will terminate or may be terminated for any one of the following reasons:
(a)
voluntarily by the Executive, upon at least three (3) months prior written notice of termination by the
Executive to the Company; or
26
(b)
without Cause, upon at least three (3) months prior written notice of termination by the Company to the
Executive; or
(c)
by the Company for Cause; or
(d)
upon the death or disability of the Executive; or
(e)
upon retirement by the Executive.
Termination by the Executive Voluntarily or by the Company for Cause
If the Executive shall voluntarily terminate employment under the DP Agreement or if the employment of the
Executive thereunder is terminated by the Company for cause, then all compensation and benefits as theretofore
provided shall terminate immediately upon the effective date of termination and no special severance
compensation will be paid.
Cause to terminate the Executive’s employment under the DP Agreement shall mean:
(a)
the repeated and demonstrated failure by the Executive to perform the Executive’s material duties under
the DP Agreement, after demand for substantial performance is delivered by the Company to the
Executive that specifically identifies the manner in which the Company believes the Executive has not
substantially performed by the Executive under the DP Agreement; or
(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 Cause
If the Company shall terminate the Executive’s employment under the DP Agreement for any reason except for
cause or disability then, upon the effective date of termination, the Company shall pay the Executive in one lump
sum an amount equal to two (2) times the Executive’s then current Base Salary, less all statutory withholdings
and deductions. All the benefits theretofore provided to the Executive shall be continued as if the Executive was
still an employee of the Company for a period of twelve (12) months from the date of termination or until equal
or better benefits are provided by a new employer, whichever shall first occur.
Termination by Death or Disability
If the Executive dies or becomes disabled before the Executive’s employment is otherwise terminated, the
Company shall pay the Executive or the Executive’s estate, an amount of compensation equal to six (6) months
of the Executive’s then current Base Salary and all the benefits theretofore provided to the Executive shall be
continued, for a period of six (6) months from the date of death or disability as if the Executive were still an
employee of the Company. If such termination is due to the Executive’s death, payment shall be made in one
lump sum to the Executive’s designate within 60 days of the Executive’s death. If no designate survives the
Executive, the entire amount shall be paid to the Executive’s estate. If such termination is due to the Executive’s
disability, payment shall be made in one lump sum to the Executive within sixty (60) days of the Executive’s
disability. The compensation provided under this paragraph shall be in addition to that payable from any
insurance coverage providing compensation upon death or disability.
Termination Following Change in Control
For purposes of the DP Agreement, a Change in Control shall be deemed to have occurred if:
(i)
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
27
(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, or the Executive’s removal from such position, or a substantial alteration in the
nature or status of the Executive’s authorities or responsibilities from those in effect immediately
prior to the Change in Control;
(ii)
a reduction by the Company of the Executive’s Base Salary as in effect on the date of the DP
Agreement or as the same may have been increased from time to time, or a failure by the Company
to increase the Executive’s Base Salary as provided for in the DP Agreement or at a rate
commensurate with that of other key executives of the Company;
(iii)
the relocation of the office of the Company where the Executive is employed at the time of the Change
in Control (the “CIC Location”) to a location more than fifty (50) miles away from the CIC Location,
or the Company’s requiring the Executive to be based more than fifty (50) miles away from the CIC
Location (except for requiring travel on the Company’s business to an extent substantially consistent
with the Executive’s business travel obligations prior to the Change in Control);
(iv)
the failure by the Company to continue to provide the Executive with benefits at least as favourable
as those enjoyed by the Executive prior to the Change in Control, the taking of any action by the
Company which would directly or indirectly materially reduce any of such benefits or deprive the
Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in
Control, or the failure by the Company to provide the Executive with the number of entitled vacation
days to which the Executive has earned on the basis of years of services 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 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.
28
Following a Change in Control during the term, the Executive shall be entitled to terminate the Executive’s
employment for Good Reason.
In the event the Executive is entitled to a severance payment under the DP Agreement, then in addition to such
severance payment, the Executive shall be entitled to employment search assistance to secure other comparable
employment for the Executive for a period not to exceed one (1) year or until such comparable employment is
found, whichever is the sooner, with fees for such assistance to be paid by the Company.
The Executive’s right to receive the aforementioned payment and benefits is expressly contingent upon the
signing of a waiver and release satisfactory to the Company which releases the Company and its affiliates from
all claims and liabilities arising out of the Executive’s employment and termination thereof and including
confidentiality provisions, which waiver and release is satisfactory to the Company with respect to form,
substance and timeliness.
(2)
President & CEO
The Executive Employment Contract dated January 29, 2013, as amended by Amending Agreement dated April
1, 2016 and Second Amending Agreement made January 1, 2019 (the “MP Agreement”) between the Company
and Morgan Poliquin (the “Executive” under the MP Agreement) will terminate or may be terminated for any one
of the following reasons:
(a) voluntarily by the Executive, upon at least three (3) months prior written notice of termination by the
Executive to the Company; or
(b) without cause, upon at least three (3) months prior written notice of termination by the Company to the
Executive; or
(c) by the Company for cause; or
(d) upon the death or disability of the Executive; or
(e) upon retirement by the Executive.
Termination by the Executive Voluntarily or by the Company for Cause
If the Executive shall voluntarily terminate employment under the MP Agreement or if the employment of the
Executive is terminated by the Company for cause, then all compensation and benefits as theretofore provided
shall terminate immediately upon the effective date of termination and no special severance compensation will
be paid.
Cause to terminate the Executive’s employment shall mean:
(a) the repeated and demonstrated failure by the Executive to perform the Executive’s material duties under the
MP Agreement, after demand for substantial performance is delivered by the Company to the Executive that
specifically identifies the manner in which the Company believes the Executive has not substantially
performed the Executive’s duties under the MP Agreement; or
(b) the willful engagement by the Executive in misconduct which is materially injurious to the Company,
monetarily or otherwise; or
(c) any other willful violation by the Executive of the provisions of the MP Agreement; or
(d) the Executive is convicted of a criminal offence involving fraud or dishonesty.
Termination by the Company Without Cause
If the Company shall terminate the Executive’s employment under the MP Agreement for any reason except for
cause then, upon the effective date of termination, the Company shall pay the Executive in one lump sum an
amount equal to two (2) times the Executive’s then current Base Salary, less all statutory withholdings and
deductions. All the benefits theretofore provided to the Executive shall be continued as if the Executive was still
an employee of the Company for a period of twelve (12) months from the date of termination or until equal or
better benefits are provided by a new employer, whichever shall first occur.
29
Termination by Death or Disability
If the Executive dies or becomes disabled before the Executive’s employment is otherwise terminated, the
Company shall pay the Executive or the Executive’s estate, an amount of compensation equal to six (6) months
of the Executive’s then current Base Salary and all the benefits theretofore provided to the Executive shall be
continued, for a period of six (6) months from the date of death or disability as if the Executive were still an
employee of the Company. If such termination is due to the Executive’s death, payment shall be made in one
lump sum to the Executive’s designate within sixty (60) days of the Executive’s death. If no Executive’s designate
survives the Executive, the entire amount shall be paid to the Executive’s estate. If such termination is due to the
Executive’s disability, payment shall be made in one lump sum to the Executive within sixty (60) days of the
Executive’s disability. The compensation provided under this paragraph shall be in addition to that payable from
any insurance coverage providing compensation upon death or disability.
Termination Following Change in Control
For purposes of the MP Agreement, a Change in Control shall be deemed to have occurred if:
(i)
any person or any person and such person’s associates or affiliates, as such terms are defined in the
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 MP Agreement regarding termination, if any of the events described
above constituting a Change in Control shall have occurred during the Term, upon the termination of the
Executive’s employment (unless such termination is because of the Executive’s death or disability, by the
Company for cause or by the Executive other than for “Good Reason”, as defined below) the Executive shall be
entitled to and will receive no later than the fifteenth (15th) day following the date of termination a lump sum
severance payment equal to three (3) times the Executive’s then current Base Salary. In addition, all benefits then
applicable to the Executive shall be continued for a period of eighteen (18) months after the date of termination.
For purposes of the MP Agreement, “Good Reason” shall mean, without the Executive’s express written consent,
any of the following:
(i)
the assignment to the Executive of any duties inconsistent with the status or authority of the Executive’s
office, or the Executive’s removal from such position, or a substantial alteration in the nature or status
of the Executive’s authorities or responsibilities from those in effect immediately prior to the Change
in Control;
30
(ii) a reduction by the Company in the Executive’s Base Salary as in effect on the date of the MP
Agreement or as the same may have been increased from time to time, or a failure by the Company to
increase the Executive’s Base Salary as provided for in the MP Agreement or at a rate commensurate
with that of other key executives of the Company;
(iii) the relocation of the CIC Location to a location more than fifty (50) miles away from the CIC Location,
or the Company’s requiring the Executive to be based more than fifty (50) miles away from the CIC
Location (except for requiring travel on the Company’s business to an extent substantially consistent
with the Executive’s business travel obligations prior to the Change in Control);
(iv) the failure by the Company to continue to provide the Executive with benefits at least as favourable as
those enjoyed by the Executive prior to the Change in Control, the taking of any action by the Company
which would directly or indirectly materially reduce any of such benefits or deprive the Executive of
any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure
by the Company to provide the Executive with the number of entitled vacation days to which the
Executive has earned on the basis of years of service with the Company; or
(v) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree
to perform the MP Agreement or, if the business of the Company for which the Executive’s services
are principally performed is sold or transferred, the purchaser or transferee of such business shall fail
to agree to provide the Executive with the same or a comparable position, duties, salary and benefits
as provided to the Executive by the Company immediately prior to the Change in Control.
Following a Change in Control during the Term, the Executive shall be entitled to terminate the Executive’s
employment for Good Reason.
In the event the Executive is entitled to a severance payment under the MP Agreement, then in addition to such
severance payment, the Executive shall be entitled to employment search assistance to secure other comparable
employment for a period not to exceed one (1) year or until such comparable employment is found, whichever is
the sooner, with fees for such assistance to be paid by the Company.
The Executive’s right to receive the aforementioned payment and benefits is expressly contingent upon the
signing of a waiver and release satisfactory to the Company which releases the Company and its affiliates from
all claims and liabilities arising out of the Executive’s employment and termination thereof and including
confidentiality provisions, which waiver and release is satisfactory to the Company with respect to form,
substance and timeliness.
(3)
CFO
The Employment Agreement dated May 24, 2011 as amended April 1, 2016 (the “KT Agreement”) between the
Company and Korm Trieu (the “Employee” under the KT Agreement) may be terminated for any one of the
following reasons:
(a) voluntarily by the Employee, upon at least sixty (60) days prior written notice of termination by the
Employee to the Company; or
(b) by the Company for cause; or
(c) without cause, upon payment of twelve (12) months of the Employee’s then current Base Salary to the
Employee; or
(d) upon the physical and/or mental impairment of the Employee.
Termination by the Employee Voluntarily or by the Company for Cause
If the Employee shall voluntarily terminate employment under the KT Agreement or if the employment of the
Employee is terminated by the Company for cause, then all compensation and benefits as theretofore provided
shall terminate immediately upon the effective date of termination and no special severance compensation will
be paid.
31
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
KT Agreement, after demand for substantial performance is delivered by the Company to the Employee that
specifically identifies the manner in which the Company believes the Employee has not substantially
performed the Employee’s duties under the KT Agreement; or
(b) the willful engagement by the Employee in misconduct which is materially injurious to the Company,
monetarily or otherwise; or
(c) any other willful violation by the Employee of the provisions of the KT Agreement; or
(d) the Employee is convicted of a criminal offence involving fraud or dishonesty.
Termination by the Company Without Cause
If the Company elects to terminate the Employee’s employment for reasons other than cause, the Company shall
pay the Employee, in one lump sum or in installments at the Company’s discretion, a severance payment equal
to twelve (12) months of the Employee’s then current Base Salary.
Termination upon the physical and/or mental impairment of the Employee
If the Company terminates the Employee’s employment for physical and/or mental impairment, the Company’s
financial obligation to the Employee is limited to that which the Employee would otherwise receive if the
Company terminated the Employee’s employment for no reason.
Termination Following Change in Control
For purposes of the KT Agreement, a change in control shall be deemed to have occurred if:
(i) any person or any person and such person’s associates or affiliates, as such terms are defined in the 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 Employee’s services are principally
performed, are disposed of by the Company pursuant to a partial or complete liquidation, dissolution,
consolidation or merger of the Company, or a sale or transfer of all or a significant portion of the
Company’s assets.
Notwithstanding any other provisions in the KT Agreement regarding termination, if any of the events described
above constituting a Change in Control shall have occurred during the course of the KT Agreement, upon the
termination of the Employee’s employment (unless such termination is because of the Employee’s Death or
Disability, by the Company for cause or by the Employee other than for “Good Reason”, as defined below) the
Employee shall be entitled to and will receive no later than the fifteenth (15th) day following the date of
termination a lump sum severance payment equal to two (2) times the Employee’s then current Base Salary.
32
For purposes of the KT Agreement, “Good Reason” shall mean, without the Employee’s express written consent,
any of the following:
(i) the assignment to the Employee of any duties inconsistent with the status or authority of the Employee’s
office, or the Employee’s removal from such position, or a substantial alteration in the nature or status
of the Employee’s authorities or responsibilities from those in effect immediately prior to the Change
in Control;
(ii) a reduction by the Company in the Employee’s Base Salary as in effect on the date of the KT Agreement
or as the same may have been increased from time to time, or a failure by the Company to increase the
Employee’s Base Salary as provided for in the KT Agreement or at a rate commensurate with that of
other key employees of the Company;
(iii) the relocation of the CIC Location to a location more than fifty (50) miles away from the CIC Location,
or the Company’s requiring the Employee to be based more than fifty (50) miles away from the CIC
Location (except for requiring travel on the Company’s business to an extent substantially consistent
with the Employee’s business travel obligations prior to the Change in Control);
(iv) the failure by the Company to continue to provide the Employee with benefits at least as favourable as
those enjoyed by the Employee prior to the Change in Control, the taking of any action by the Company
which would directly or indirectly materially reduce any of such benefits or deprive the Employee of
any material fringe benefit enjoyed by the Employee at the time of the Change in Control, or the failure
by the Company to provide the Employee with the number of entitled vacation days to which the
Employee has earned on the basis of years of service with the Company; or
(v) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree
to perform the KT Agreement or, if the business of the Company for which the Employee’s services
are principally performed is sold or transferred, the purchaser or transferee of such business shall fail
to agree to provide the Employee with the same or a comparable position, duties, salary and benefits as
provided to the Employee by the Company immediately prior to the Change in Control.
Following a Change in Control during the course of the KT Agreement, the Employee shall be entitled to
terminate the Employee’s employment for Good Reason.
The Employee’s right to receive the aforementioned payment and benefits is expressly contingent upon the
signing of a waiver and release satisfactory to the Company which releases the Company and its affiliates from
all claims and liabilities arising out of the Employee’s employment and termination thereof and including
confidentiality provisions, which waiver and release is satisfactory to the Company with respect to form,
substance and timeliness.
(4)
Executive Vice President
The Employment Agreement dated September 22, 2014 as amended April 1, 2016 (the “DM Agreement”)
between the Company and Douglas McDonald (the “Employee” under the DM Agreement) may be terminated
for any one of the following reasons:
(a) voluntarily by the Employee, upon at least sixty (60) days prior written notice of termination by the
Employee to the Company; or
(b) by the Company for cause; or
(c) without cause, upon payment of twelve (12) months of the Employee’s then current Base Salary to the
Employee; or
(d) upon the physical and/or mental impairment of the Employee.
33
Termination by the Employee Voluntarily or by the Company for Cause
If the Employee shall voluntarily terminate employment under the DM Agreement or if the employment of the
Employee is terminated by the Company for cause, then all compensation and benefits as theretofore provided
shall terminate immediately upon the effective date of termination and no special severance compensation will
be paid.
Cause to terminate the Employee’s employment shall mean:
(a)
the repeated and demonstrated failure by the Employee to perform the Employee’s material duties under the
DM Agreement, after demand for substantial performance is delivered by the Company to the Employee
that specifically identifies the manner in which the Company believes the Employee has not substantially
performed the Employee’s duties under the DM Agreement; or
(b) the willful engagement by the Employee in misconduct which is materially injurious to the Company,
monetarily or otherwise; or
(c) any other willful violation by the Employee of the provisions of the DM Agreement; or
(d) the Employee is convicted of a criminal offence involving fraud or dishonesty.
Termination by the Company Without Cause
If the Company elects to terminate the Employee’s employment for reasons other than cause, the Company shall
pay the Employee, in one lump sum or in installments at the Company’s discretion, a severance payment equal
to twelve (12) months of the Employee’s then current Base Salary.
Termination upon the physical and/or mental impairment of the Employee
If the Company terminates the Employee’s employment for physical and/or mental impairment, the Company’s
financial obligation to the Employee is limited to that which the Employee would otherwise receive if the
Company terminated the Employee’s employment for no reason.
Termination Following Change in Control
For purposes of the DM Agreement, a change in control shall be deemed to have occurred if:
(i) any person or any person and such person’s associates or affiliates, as such terms are defined in the
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 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.
34
Notwithstanding any other provisions in the DM Agreement regarding termination, if any of the events described
above constituting a Change in Control shall have occurred during the course of the DM Agreement, upon the
termination of the Employee’s employment (unless such termination is because of the Employee’s Death or
Disability, by the Company for cause or by the Employee other than for “Good Reason”, as defined below) the
Employee shall be entitled to and will receive no later than the fifteenth (15th) day following the date of
termination a lump sum severance payment equal to two (2) times the Employee’s then current Base Salary.
For purposes of the DM Agreement, “Good Reason” shall mean, without the Employee’s express written consent,
any of the following:
(i) the assignment to the Employee of any duties inconsistent with the status or authority of the
Employee’s office, or the Employee’s removal from such position, or a substantial alteration in the
nature or status of the Employee’s authorities or responsibilities from those in effect immediately prior
to the Change in Control;
(ii) a reduction by the Company in the Employee’s Base Salary as in effect on the date of the DM
Agreement or as the same may have been increased from time to time, or a failure by the Company to
increase the Employee’s Base Salary as provided for in the DM Agreement or at a rate commensurate
with that of other key employees of the Company;
(iii) the relocation of the CIC Location to a location more than fifty (50) miles away from the CIC Location,
or the Company’s requiring the Employee to be based more than fifty (50) miles away from the CIC
Location (except for requiring travel on the Company’s business to an extent substantially consistent
with the Employee’s business travel obligations prior to the Change in Control);
(iv) the failure by the Company to continue to provide the Employee with benefits at least as favourable as
those enjoyed by the Employee prior to the Change in Control, the taking of any action by the Company
which would directly or indirectly materially reduce any of such benefits or deprive the Employee of
any material fringe benefit enjoyed by the Employee at the time of the Change in Control, or the failure
by the Company to provide the Employee with the number of entitled vacation days to which the
Employee has earned on the basis of years of service with the Company; or
(v) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree
to perform the DM Agreement or, if the business of the Company for which the Employee’s services
are principally performed is sold or transferred, the purchaser or transferee of such business shall fail
to agree to provide the Employee with the same or a comparable position, duties, salary and benefits
as provided to the Employee by the Company immediately prior to the Change in Control.
Following a Change in Control during the course of the DM Agreement, the Employee shall be entitled to
terminate the Employee’s employment for Good Reason.
The Employee’s right to receive the aforementioned payment and benefits is expressly contingent upon the
signing of a waiver and release satisfactory to the Company which releases the Company and its affiliates from
all claims and liabilities arising out of the Employee’s employment and termination thereof and including
confidentiality provisions, which waiver and release is satisfactory to the Company with respect to form,
substance and timeliness.
(5)
Vice President, Project Development
The Independent Contractor Agreement dated July 1, 2019 (the “JT Agreement”) between the Company and John
A. Thomas (the “Contractor” under the JT Agreement) may be terminated for any one of the following reasons:
a.
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 the JT Agreement, including, without limitation, a persistent failure on the part of Contractor
to follow the directions of the Board or CEO or any act of gross negligence or willful misconduct on the part
of Contractor, where the Company has communicated such failure to Contractor and a reasonable
35
opportunity to cure the failure has been provided, or by the Company immediately upon the death or
incapacity of Contractor or upon Contractor no longer being qualified, under applicable corporate or
securities laws or stock exchange requirements, to be the Vice-President, Project Development of the
Company;
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 the JT Agreement, where such failure has been communicated to the Company and a
reasonable opportunity to cure the failure has been provided; or
d.
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 TSX, and in accordance with the requirements of the applicable Canadian securities commissions’
requirements and regulations.
The Company has a formal written stock option plan (“Plan”) which permits the issuance of up to 10% of the
Company’s issued share capital from time to time during the term of the Plan and provides that stock options may
be granted from time to time provided that incentive stock options in favor of any consultant or person providing
investor relations services cannot exceed 2% in any 12 month period. No incentive stock option granted under
the Plan is transferable by the optionee other than by will or the laws of descent and distribution, and each incentive
stock option is exercisable during the lifetime of the optionee only by such optionee and by the optionee’s personal
representatives in the event of death for a period ending on the earlier of the expiry date of the option and twelve
months after the date of death.
The exercise price of all incentive stock options granted under the Plan is determined in accordance with TSX
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 TSX 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 2024, Fiscal 2023 and Fiscal 2022
vested on the date granted. Under the requirements of the TSX, all unallocated options under the Plan must be
approved by the Board, including a majority of the unrelated directors, and by the shareholders every three years after
the institution of the Plan. Insiders and affiliates of insiders entitled to receive a benefit under the Plan are not entitled
to vote for such approval. The Plan received its triennial approval in Fiscal 2023.
The names and titles of the directors and executive officers of the Company to whom outstanding stock options have
been granted and the number of common shares subject to such options as of April 29, 2025 are set forth in Table No.
4, as well as the number of options granted to directors, executive officers, employees and consultants as a group.
Table No. 4
Stock Options Outstanding
Name
# Options Outstanding &
Exercisable
Exercise Price CDN$
Expiry Date
Duane Poliquin
500,000
0.33
06/10/2027
Chair of the Board & Director
200,000
0.30
10/04/2027
100,000
0.33
12/16/2027
350,000
0.16
7/10/2028
265,000
0.18
9/19/2028
Morgan Poliquin
375,000
0.38
03/07/2027
President, Director &
1,200,000
0.33
06/10/2027
Chief Executive Officer
200,000
0.30
10/04/2027
300,000
0.33
12/16/2027
250,000
0.30
02/14/2028
600,000
0.16
7/10/2028
315,000
0.18
9/19/2028
36
No funds were set aside or accrued by the Company during Fiscal 2024 to provide pension, retirement or similar
benefits for directors or executive officers.
General
The 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 Board and management are committed to the highest standards of corporate governance. The Company’s
corporate governance practices are in accordance with the guidelines. The Company is also cognizant of and
compliant with various corporate governance requirements in Canada and is in compliance with applicable U.S.
requirements.
The Company’s prime objective in directing and managing its business and affairs is to enhance shareholder
value. The Company views effective corporate governance as a means of improving corporate performance and
accordingly of benefit to the Company and all shareholders.
Alfredo Phillips
250,000
0.33
06/10/2027
Director
500,000
0.26
04/03/2028
50,000
0.16
07/10/2028
Kevin O’Kane
250,000
0.33
06/10/2027
Director
500,000
0.26
04/03/2028
50,000
0.16
07/10/2028
Ria Fitzgerald
250,000
0.33
06/10/2027
Director
550,000
0.16
07/10/2028
Korm Trieu
250,000
0.38
03/07/2027
Chief Financial Officer &
225,000
0.33
06/10/2027
Corporate Secretary
100,000
0.30
10/04/2027
30,000
0.33
12/16/2027
125,000
0.30
02/14/2028
200,000
0.26
04/03/2028
100,000
0.16
07/10/2028
115,000
0.18
09/19/2028
Douglas McDonald
250,000
0.38
03/07/2027
Executive Vice President
20,000
0.33
06/10/2027
100,000
0.30
10/04/2027
255,000
0.33
12/16/2027
75,000
0.30
02/14/2028
250,000
0.26
04/03/2028
100,000
0.16
07/10/2028
100,000
0.18
09/19/2028
John A. Thomas
150,000
0.30
02/14/2028
Vice President, Project Development
150,000
0.18
09/19/2028
Total Directors/Officers (8 persons)
9,650,000
Total Employees/Consultants (8 persons)
1,985,000
Total Directors/Officers/Employees/Consultants
11,635,000
37
The Company also believes that director and management honesty and integrity are essential factors in ensuring
good and effective corporate governance. To that end the Company’s directors have adopted various codes and
policies for the Company, its directors, officers, employees and consultants. The codes and policies adopted to
date are as follows: Audit Committee Charter, Nominating and Corporate Governance Committee-
Responsibilities and Duties, Compensation Committee-Responsibilities and Duties, Code of Business Ethics,
Code of Business Conduct and Ethics for Directors, Communications Policy, Securities Trading Policy,
Whistleblowers Policy and Privacy Policy (the “Codes”). The Codes may be viewed on the Company’s website
at www.almadenminerals.com. The Codes may also be viewed as filed on EDGAR as an exhibit to the 2005
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 Descriptions
Chair of the Board (‘Chair’)
Responsibilities:
‐
Leads the Board and also takes a hands-on role in the Company’s day-to-day management.
‐
Helps the CEO to oversee all the operational aspects involved in running the Company, including project
selection and planning.
‐
Takes overall responsibility for the Company’s direction and growth, seeking to generate significant
financial gains for the shareholders.
‐
Oversees relationships with the communities and stakeholders in the areas where the Company operates,
with the intent of ensuring the Company’s activities are of benefit to all.
Chief Executive Officer (‘CEO’)
Reports to:
The Board of Directors of the Company
Function:
Provides overall leadership and vision in developing, in concert with the Board, the strategic direction of the
Company and in developing the tactics and business plans necessary to increase shareholder value.
Manages the overall business to ensure strategic and business plans are effectively implemented, the results are
monitored and reported to the Board and financial and operational objectives are attained.
Authorities, Duties and Responsibilities:
(a)
General Functions:
1.
Provides effective leadership to the management and the employees of the Company and establishes
an effective means of control and co-ordination for all operations and activities.
2.
Fosters a corporate culture that promotes ethical practices, integrity and a positive work climate
enabling the Company to attract, retain and motivate a diverse group of quality employees.
3.
Keeps the Board fully informed on the Company`s operational and financial affairs.
4.
Develops and maintains a sound, effective organization structure and plans for capable management
succession, progressive employee training and development programs and reports to the Board on these
matters.
5.
Ensures that effective communications and appropriate relationships are maintained with the
shareholders of the Company and other stakeholders.
6.
Develops capital expenditure plans for approval by the Board.
7.
Turns any strategic plan as may be developed by the Board into a detailed operating plan.
38
(b)
Strategy and Risks
1.
Develops and recommends to the Board strategic plans to ensure the Company`s profitable growth and
overall success. This includes updating and making changes as required and involving the Board in
the early stages of developing strategy.
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 with the Board.
3.
Ensures that the assets of the Company are adequately safeguarded and maintained.
(c)
Exploration and Development
Responsible for managing the day to day activities and operating management of the Company and as such
shall be responsible for the design, operation and improvement of the systems that create the Company`s
exploration and development opportunities. The CEO accordingly shall have the primary responsibility:
-
To direct and oversee all operational activities of the Company including exploration, development,
mining and other such functions.
-
To initiate solutions to the key business challenges of the Company.
-
To participate in sourcing and negotiating financial arrangements for the further expansion and
development of the Company including joint ventures, mergers, acquisitions, debt and equity
financing.
-
Represent and speak for the Company with shareholders, potential investors and other members of the
industry.
(d)
Financial Reporting
Oversees the quality and timeliness of financial reporting. Reports to the Board in conjunction with the
CFO on the fairness and adequacy of the financial reporting of the Company to its shareholders.
Chief Financial Officer (‘CFO’)
Reports to:
The CEO of the Company
Responsibilities:
-
Developing, analyzing and reviewing financial data.
-
Reporting on financial performance.
-
Monitoring expenditures and costs.
-
Assisting the CEO in preparing budgets and in the communicating to the analyst and shareholder,
community and securities regulators, the financial performance of the Company.
-
Fulfilling the reporting requirements of the securities regulators, stock exchanges and shareholders.
-
Monitoring filing of tax returns and payment of taxes.
The CFO shall assist the CEO in establishing effective means of control and co-ordination of the operations and
activities of the Company and identifying, in conjunction with the CEO, the key risks with respect to the Company
and its business and reviewing with the CEO the strategies for managing such risks and ensuring that the assets
of the Company are adequately safeguarded and maintained.
The CFO, in conjunction with the CEO, shall design or supervise the design of and implement, maintain and
periodically evaluate the effectiveness of internal controls to provide reasonable assurances that the financial
statements of the Company are fairly presented in accordance with generally accepted financial standards and
principles and that disclosure controls are in place to provide reasonable assurance that material information
relating to the financial performance of the Company and any deficiencies are made known to the Audit
Committee.
39
Executive Vice President
Reports to:
The CEO of the Company
Responsibilities:
The Executive Vice President is responsible for:
-
Developing and managing relationships with current and prospective business partners, investment bankers,
institutional investors, financial analysts and the media;
-
Preparing and presenting comprehensive reviews and analysis regarding the business to senior management
and to the Board;
-
Coordinating execution of key strategic initiatives such as activities relating to business and project
financing, permitting and litigation;
-
Ensuring appropriate corporate disclosure of non technical matters, aside from matters which would
normally fall under the purview of the CFO;
-
Working with 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 Executive Vice President shall work with the CEO in establishing and managing relationships with key
stakeholders, identifying and analysing key strategic business opportunities, as well as the development,
communication and implementation of corporate strategies related to executing the business plan of the Company.
Vice President, Project Development
Reports to:
The CEO of the Company
Responsibilities:
The Vice President, Project Development is responsible for:
-
Planning and managing the construction of the Ixtaca Project;
-
Developing and overseeing the implementation of all required Project execution systems and procedures
including Project controls, procurement of contracts, engineering construction, quality assurance and quality
control;
-
Ensuring the Project objectives, scope and plan are well defined and understood by the Project team and
stakeholders;
-
Ensuring the compliance with health, safety, environmental and community regulations and corporate
standards;
-
Developing and recommending production strategies, together with capital budget and operating budget
requirements to optimize short and long-range production capabilities while minimizing exposure to
economic and environmental risk;
-
Overseeing all site activities, site services, construction, pre-commissioning and commissioning;
-
Assisting the CEO in preparing and presenting to investors, the executive team and the Board;
The Vice President, Project Development shall assist the CEO in establishing and managing relationships with
key stakeholders. The Vice President, Project Development shall also conduct technical and financial analysis to
determine the impact of growth opportunities on various metrics and to establish an execution plan as needed.
Mandate of the Board
The mandate of the Board is to supervise the management of the business and affairs of the Company and to act
with a view to the best interests of the Company. In fulfilling its mandate, the Board, among other matters, is
responsible for:
40
(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 for election to the Board,
constituting committees of the Board and determining director compensation; and
(f)
engaging any necessary internal and/or external advisors.
In the Fiscal year ended December 31, 2024 there were seven (7) meetings of the Board. The frequency of meetings
as well as the nature of agenda items change, depending upon the state of the Company’s affairs and in light of
opportunities or risks which the Company is subject to. Table No. 5 indicates the number of meetings attended by
each director.
Table No. 5
Meetings Attended
Director
Attended
Meetings
Duane Poliquin
7
7
Morgan Poliquin
7
7
Alfredo Phillips
7
7
Kevin O’Kane
7
7
Ria Fitzgerald
7
7
All directors of the Company attended all Board meetings held after they were appointed to the Board.
The Chair is the chair of meetings of the Board of directors and is not an independent director. Meetings of the
independent members of the Board may be held periodically as convened by the independent Board members. In
Fiscal 2024, seven (7) meetings of the independent Board members were convened.
In carrying out its mandate, the Board and each committee of the Board, relies primarily on management and its
employees to provide it with regular detailed reports on the operations of the Company and its financial position.
Certain members of management are also on the Board and provide the Board with direct access to information
concerning their areas of responsibility. Management personnel are also regularly asked to attend Board meetings
to provide information, answer questions and receive the direction of the Board. The reports and information
provided to the Board enable them to monitor and manage the risks associated with the Company’s operations and
its compliance with legal and safety requirements, environmental issues and the financial position and liquidity of
the Company.
The Board discharges its responsibilities directly and through committees. At regularly scheduled meetings,
members of the Board and management discuss the broad range of matters and issues relevant to the Company’s
business interests and the Board is responsible for the approval of the Company’s Strategic Plan. In addition, the
Board receives reports from management on the Company’s operational and financial performance. Between
scheduled meetings, matters requiring Board authorization are 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 CEO is evaluated by the
Compensation Committee.
Composition of the Board
The guidelines recommend that a board of directors be constituted with a majority of individuals who qualify as
“independent” directors.
41
In deciding whether a particular director is independent, the Board examined the factual circumstances of each
director and considered them in the context of many factors, including the definitions in the guidelines and the
requirements and policies of NYSE American Company Guide Rules. The current Board is composed of five
members. The Board has determined that a majority of directors, namely 3 directors, are independent - Kevin
O’Kane, Alfredo Phillips and Ria Fitzgerald. Two directors – Duane Poliquin and Morgan Poliquin – are not
independent because, in addition to their being the Chair and CEO/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 American Exchange Company Guide
Rules.
The Company does not have a controlling or significant shareholder. The Board believes that the membership of
the Board fairly reflects the investment in the Company by minority shareholders.
The Board considers its size and composition to be appropriate and effective for carrying out its responsibilities.
However, the Board may consider adding an additional director if a suitable candidate can be found who may bring
additional experience or knowledge to the Board.
Board Committees
The Board currently has three committees - the Audit Committee, the Nomination and Corporate Governance
Committee and the Compensation Committee. Each member of each committee is an independent director. Each
committee is responsible for determining its own rules of procedure and may, from time to time, develop written
descriptions for the responsibilities of the chair of such committee. No written position descriptions have yet been
developed.
Mandates of each of the committees and the Codes undergo review periodically (in some cases mandated as
annually) to bring them into line with changing Canadian and U.S. securities and corporate governance
requirements and to reflect amendments that may be considered appropriate to make them more effective. Any
revisions to the mandates and Codes will be available on the Company’s website at www.almadenminerals.com.
Audit Committee
The full text of the initial Audit Committee Charter is an exhibit to the 2003 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 Kevin O’Kane, Ria Fitzgerald and Alfredo Phillips, 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:
Kevin O'Kane is a registered professional engineer with nearly 40 years of experience in the global mining
industry. He has held executive positions with BHP in South America, including Project Director, Vice
President of Health, Safety and Environment, and Asset President. Most recently, Mr. O'Kane held the
position of Executive Vice-President and Chief Operating Officer for SSR Mining Inc. He holds the ESG
Competent Boards Certificate and Global Competent Boards Designation (GCB.D), achieved in 2021. He is
fluent in Spanish and brings a wealth of technical, operational and HSCE leadership combined with Latin
American knowledge to Almaden's Board. Mr. O’Kane also serves on the Boards of IAMGOLD, NorthIsle
Copper and Gold Inc. and Compañía Minera Autlán, S.A.B. de C.V. (Mexico).
Ria Fitzgerald holds a Bachelor of Commerce degree and the Chartered Financial Analyst designation. She
has over 20 years of financial, investment and capital markets experience, primarily in the mining sector.
42
Alfredo Phillips is a seasoned business executive in the Mexican mining industry and has held senior
executive positions at various private and government organizations. Mr. Phillips has a B.Sc. in Actuarial
Mathematics from Anahuac University in Mexico City and a master’s in public administration from the
Kennedy School of Government at Harvard University.
The Audit Committee met four (4) times during Fiscal 2024.
Nominating and Corporate Governance Committee
The members of the Nominating and Corporate Governance Committee are Ria Fitzgerald , Kevin O’Kane, and
Alfredo Phillips. The Nominating and Corporate Governance Committee met four (4) times during Fiscal 2024. 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 were altered to more properly define the functions of the Nominating and Corporate
Committee. The revised Responsibilities and Duties is an exhibit to the 2005 Annual Report on Form 20-F filed with
the Commission on March 30, 2006.
Compensation Committee
The members of the Compensation Committee are Alfredo Phillips , Kevin O’Kane, and Ria Fitzgerald. The
Compensation Committee met four (4) times during Fiscal 2024 with Alfredo Phillips, Kevin O’Kane and Ria
Fitzgerald attending all four (4) meetings. The Responsibilities and Duties of the Compensation Committee is an
exhibit to the 2005 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 Renewal
The Company has not adopted term limits or other mechanisms for Board renewal. The Company does not consider
it is yet appropriate to force any term limits or other mechanisms of Board renewal at this time.
Policies Regarding the Representation of Women on the Board
There is currently one women on the Company’s Board representing 20% 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, age, ethnicity or
culture.
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, age, ethnicity or culture.
The Company’s Targets Regarding the Representation of Women on the Board and in Executive Officer
Positions
The Company has not established a target for the representation of women on the Board or in executive officer
positions of the Company by a specific date. The Company does not think it is appropriate to set targets because the
Company focuses its search for new directors and executive officers purely based on the qualification of potential
candidates, regardless of their gender, age, ethnicity or culture.
43
Number of Women on the Board and in Executive Officer Positions
As at the date of this Annual Report, one of the Company’s directors (representing 20% of the Company’s five
directors) are and none of the Company’s executive officers are women.
Decisions Requiring Board Approval
In addition to those matters which must by law be approved by the Board, management is also required to seek Board
approval for any major acquisition, disposition or expenditure. Management is also required to consult with the Board
before entering into any venture which is outside of the Company’s existing line of business.
Changes in officers are to be approved by the Board including changes in officers of the Company’s principal
operating subsidiaries.
In certain circumstances it may be appropriate for an individual director to engage an outside advisor at the expense
of the Company. The engagement of the outside advisor would be subject to the approval of the Nomination and
Corporate Governance Committee.
Communications and Investor Relations
The Company has adopted a Communications Policy, the purpose and aim of which is as follows:
(a) Controls the communications between the Company and its external stakeholders;
(b) Complies with its continuous and timely disclosure obligations;
(c) Avoids selective disclosure of Company information;
(d) Protects and prevents the improper use or disclosure of material information and confidential information;
(e) Educates the Company’s personnel on the appropriate use and disclosure of material information and
confidential information;
(f)
Fosters and facilitates compliance with applicable laws; and
(g) Creates formal Disclosure Officers to help achieve the above objectives.
In accordance with the Communications Policy of the Company, designated Disclosure Officers receive and respond
to shareholder enquiries. Shareholder enquiries and concerns are dealt with promptly by Disclosure Officers of the
Company.
Ethical Business Conduct
The Company has adopted a Code of Business Conduct and Ethics for Directors (“Code”), a Code of Business Ethics
(“COBE”), a Securities Trading Policy and a Privacy Policy. Employees and consultants are required as a term of
employment or engagement to undertake to abide by the COBE. Directors are bound to observe the Code adopted by
the Board.
All Directors, Officers and Employees (“Individuals”) sign a Certification (“Certification”) stating they have read the
Code of Business Ethics policy (“Ethics 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 BCBCA and the Company’s Articles.
D.
Employees
As of December 31, 2024 and continued through to April 29, 2025, the Company operated with seven people in
Canada, of which five are administrative personnel and two are exploration personnel. There are no full-time
employees in the U.S. or Mexico. None of the Company’s employees are covered by a collective bargaining
agreement.
E.
Share Ownership
Table No. 6 lists, as of April 29, 2025, directors and executive officers who beneficially own the Company's
44
voting securities (Common Shares) and the amount of the Company’s voting securities owned by the directors
and executive officers as a group.
Table No. 6
Shareholdings of Directors and Executive Officers
Title of
Amounts and Nature of
Percent of
Class
Name of Beneficial Owner
Beneficial Ownership
Class*
Common
Duane Poliquin
4,873,136(1)(9)
3.52%
Common
Morgan Poliquin
5,001,893(2)(9)
3.56%
Common
Kevin O’Kane
800,000(3)
0.58%
Common
Alfredo Phillips
800,000(4)
0.58%
Common
Ria Fitzgerald
800,000(5)
0.58%
Common
Korm Trieu
1,225,144(6)
0.89%
Common
Doug McDonald
1,274,401(7)
0.92%
Common
John A. Thomas
300,000(8)
0.22%
Total Directors/Officers as group
15,074,574
10.85%
(1)
Of these shares 1,415,000 represent currently exercisable stock options.
(2)
Of these shares 3,240,000 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)
Of these shares 800,000 represent currently exercisable stock options.
(4)
Of these shares 800,000 represent currently exercisable stock options.
(5)
Of these shares 800,000 represent currently exercisable stock options.
(6)
Of these shares 1,145,000 represent currently exercisable stock options. 7,500 of these shares are held indirectly by Mr. Trieu’s
wife.
(7)
Of these shares, 1,150,000 represent currently exercisable stock options. 7,500 of these shares are held indirectly by Shari
Investments, an entity controlled by Mr. McDonald.
(8)
Of these shares 300,000 represent currently exercisable stock options.
(9)
Pursuant to a Voting Trust Agreement (Exhibit 3 to this Annual Report on Form 20-F), Duane Poliquin and Morgan Poliquin (the
“Trustees”) jointly hold voting power over any of the Company’s common shares legally and beneficially owned by Mr. Ernesto
Echavarria, a resident of Mexico. On August 10, 2015, Mr. Echavarria, who is not an executive officer or director of the Company,
made a filing with the System for Electronic Disclosure by Insiders (“SEDI”), Canada’s on-line, browser-based service for the
filing and viewing of insider reports as required by various provincial securities rules and regulations, disclosing that his ownership
of Almaden common shares had fallen below the 10% threshold for such reporting. Based on such filing, Mr. Echavarria holds
less than 10% of the Company’s common shares.
*Based on 137,221,408 shares outstanding as of April 29, 2025 and stock options and warrants exercisable within 60 days held by each
beneficial owner.
F.
Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation
Not applicable.
Item 7. Major Shareholders and Related Party Transactions
A.
Major Shareholders
The Company is a publicly owned Canadian company, the shares of which are owned by residents of the U.S.,
residents of Canada and other foreign residents. To the extent known by the directors and executive officers of
the Company, the Company is not directly or indirectly owned or controlled by another company. Table No. 7
lists, as of April 29, 2025, the only persons or companies beneficially owning more than 5% of the Company’s
voting securities (Common Shares).
Table No. 7
Shareholdings of Beneficial Owners
Title of
Amounts and Nature of
Percent of
Class
Name of Beneficial Owner
Beneficial Ownership
Class*
Common
Duane Poliquin
4,873,136(1)(3)
3.52%
Common
Morgan Poliquin
5,001,893(2)(3)
3.56%
(1)
Of these shares 1,415,000 represent currently exercisable stock options.
(2)
Of these shares 3,240,000 represent currently exercisable stock options. 83,600 of these shares are held indirectly through
45
Kohima Pacific Gold Corp., a company owned by Mr. Poliquin.
(3)
Pursuant to a Voting Trust Agreement (Exhibit 3 to this Annual Report on Form 20-F), Duane Poliquin and Morgan Poliquin (the
“Trustees”) jointly hold voting power over any of the Company’s common shares legally and beneficially owned by Mr. Ernesto
Echavarria, a resident of Mexico. On August 10, 2015, Mr. Echavarria, who is not an executive officer or director of the Company,
made a filing with SEDI, Canada’s on-line, browser-based service for the filing and viewing of insider reports as required by
various provincial securities rules and regulations, disclosing that his ownership of Almaden common shares had fallen below the
10% threshold for such reporting. Based on such filing, Mr. Echavarria hold less than 10% of the Company’s common shares.
*Based on 137,221,408 shares outstanding as of April 29, 2025 and stock options and warrants exercisable within 60 days held by each
beneficial owner.
The Company's common shares are issued in registered form and the following information is from the Company’s
registrar and transfer agent, Computershare Investor Services Inc. located in Vancouver, British Columbia and
Toronto, Ontario, Canada.
On February 28, 2025, the shareholders' list for the Company’s common shares showed 206 registered shareholders,
including depositories, and 137,221,408 shares outstanding. 172 of these registered shareholders are U.S. residents,
owning 38,492,779 shares representing 28% of the issued and outstanding common shares. 23 of these registered
shareholders are Canadian residents, owning 93,883,250 shares representing 68% of the issued and outstanding
common shares. 11 of these registered shareholders are of other countries, owning 4,845,379 shares representing 4%
of the issued and outstanding common shares.
B.
Related party transactions
Certain officers and directors of the Company are also officers or directors of companies with which the Company
has agreements and may not be considered at arm's-length to such agreements. However, any agreement or any
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 the BCBCA.
(a) Compensation of key management personnel
Key management includes members of the Board, the Chair, the President and CEO, the CFO, the Executive Vice
President and the Vice President, Project Development. The aggregate compensation paid or payable to key
management for services is as follows, after recovery of 8% (2023 – 5%, 2022 – 13%) of executive officer
compensation from Azucar and 66% (2023 – 66%, 2022 – 49%) of executive officer compensation from Almadex:
March 31,
2025
December 31,
2024
December 31,
2023
December 31,
2022
Professional fees
$ -
$ -
$ 50,588
$ 60,000
Salaries and benefits (1)
65,350
271,250
398,307
(2)
484,435
(1)
Share-based payments
-
-
702,000
1,212,300
Directors’ fees
26,250
120,000
140,000
145,000
$ 91,600
391,250
1,290,895
1,901,735
(1)
As at December 31, 2022, the Company accrued cash bonuses to related parties of $104,263 that is
included in trade and other payables.
(2)
As at December 31, 2023, the Company accrued cash bonuses to related parties of $112,894 that is
included in trade and other payables.
(b) Administrative Services Agreements
The Company recovers a portion of rent, office and license 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 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, 2024, the Company received $117,868 (2023 - $75,853; 2022 - $185,068)
from Azucar for administrative services fees included in other income and received $1,040,186 (2023 -
46
$1,346,494; 2022 - $1,191,360) from Almadex for administrative services fees included in other income.
At December 31, 2024, included in accounts receivable is $29,170 (2023 - $7,005) due from Azucar and $193,155
(2023 - $369,045) due from Almadex in relation to expenses recoveries.
(c) Other related party transactions
During the year ended December 31, 2024, the Company employed the Chair’s daughter for a salary of $41,300
less statutory deductions (2023 - $45,300; 2022 - $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 Company in which any director, executive officer, or beneficial holder of
more than 10% 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.
C.
Interests of Experts and Counsel
Not applicable.
Item 8. Financial Information
A.
Consolidated Statements and Other Financial Information
The financial statements as required under Item 8 are attached hereto and found immediately following the text
of this Annual Report.
Legal Proceedings
In March, 2015, an ejido community (“Ejido”), declared itself Indigenous and in April, 2015, filed a lawsuit
(“Lawsuit”) against Mexico (the President, Congress, Ministry of Economy, Directorate of Mines, Mining
Registry Office), claiming that Mexico’s mineral title system was unconstitutional because Indigenous
consultation was not required before the granting of mineral title. Under Mexican law, an ejido refers to a form
of communal land tenure where a group of individuals, known as ejidatarios, collectively own and manage
agricultural land.
The Ejido in question is a small, remote mountain village of approximately 150 residents, located at an altitude
of 2,569 meters, a higher elevation than the Project. It is situated entirely outside the Project’s “area of influence”
as defined in the Company’s environmental permit application of February, 2019, approximately 45 minutes to
an hour by car from the Project site. The Ejido lands cover an area of approximately 330 hectares, in the
southeastern portion of the mineral concessions which were owned by the Company and which underpinned the
Project. The Lawsuit was supported by internationally funded non-governmental organizations.
Upon learning of the Lawsuit, Almaden immediately sought to relinquish approximately 7,000 hectares of its
mineral title area including the portion overlapping with the Ejido lands, believing that this would address the
Ejido’s concerns. The reduced title area was confirmed by the Mexican mining authorities in 2017. However, the
Ejido appealed this reduction, and in late 2020 the Mexican courts confirmed that the Company was obligated to
continue in its possession of the larger title area.
In 2018, President Lopez-Obrador (“AMLO”) came into power in Mexico. The AMLO regime is widely
recognized as having been hostile to the mining industry, in particular foreign mining companies that owned or
sought to develop mining projects in Mexico.
In 2022, Mexico’s Supreme Court (“SCJN”) ruled on the Lawsuit. In effect, the SCJN ruling concluded that the
Mexican mining law was not unconstitutional, but that the Mexican mining authority (“Economia”) had
improperly issued the Claimants’ mineral titles as it had not incorporated Mexico’s Indigenous consultation
47
obligations into the mineral title issuance procedures. The SCJN required that the Company’s two mineral titles
be suspended, in order that the Company’s mineral title applications, originally made in 2002 and 2008 and
approved in 2003 and 2009, could be reissued by Economia after it complied with its Indigenous consultation
obligations.
The rights endowed by the Company’s mineral titles were suspended in June, 2022, and the Company began
working cooperatively with Economia to facilitate what it thought would be the first ever Indigenous consultation
in Mexico in respect of the granting of mineral titles. In October, 2022 however, the head of Economia was
replaced and the Company’s access to Economia ceased.
In February, 2023 Economia filed a notice with the courts charged with implementing the SCJN decision, seeking
to deny the two mineral title applications retroactively. The notice claimed that the applications contained alleged
de minimis technical faults, despite Economia’s acceptance of the mineral title applications and grant of the
mineral titles in 2003 and 2009. By alleging such de minimis technical faults in the mineral title applications,
Economia breached Mexican domestic law and international law to deny arbitrarily and pre-emptively the grant
of the mineral titles and thereby avoid the Indigenous consultation ordered by the SCJN. Such consultation would
have been welcomed by both the Company and community members living in the area of influence of the Project.
Despite the legal appeals of the Company and surrounding community members that Indigenous consultation
should proceed, the Mexican courts endorsed Economia’s position. Therefore, the mineral rights underpinning
the Project were definitively cancelled and reverted to the Government of Mexico, and Indigenous consultation
never occurred.
The Company has suffered substantial harm arising out of Mexico’s conduct in breach of its investment protection
obligations under the CPTPP, including (without limitation):
Economia’s reassessment of the original applications for the mineral titles holding them to be deficient
and unfeasible, contradicting the position previously adopted by it, and violating the Company and its
subsidiary’s right to amend or supplement the mineral title applications; and
the Mexican Secretariat of Environment and Natural Resources’ (Secretaría del Medio Ambiente y
Recursos Naturales, “SEMARNAT”) delay in issuance and ultimate refusal to issue the environmental
permit (Manifiesto de Impacto Ambiental) for the Ixtaca project.
The Claimants filed their Request for Arbitration in June, 2024, and the three-person arbitration panel has now
been formed. Almaden filed its memorial documentation in March, 2025.
Dividends
The Company has not declared any dividends since inception and does not anticipate that it will do so in the
foreseeable future. The present policy of the Company is to retain future earnings for use in its operations and the
expansion of its business.
B.
Significant Changes
There have been no significant changes of financial condition since the most recent audited financial statements
included within this Annual Report.
Item 9. Offer and Listing of Securities
A.
Offer and Listing Details
The Company's common shares trade on TSX in Toronto, Ontario, Canada having the symbol "AMM,” and until
early April, 2024 on the NYSE American (formerly the NYSE MKT) in New York, New York, U.S.A. having the
symbol “AAU” and CUSIP #020283107. On April 5, 2024 the Company announced that it had delisted from the
NYSE American stock exchange, and its common shares began trading on the OTCQB Marketplace in the U.S.,
under symbol “AAUAF”.
48
B.
Plan of Distribution
Not applicable.
C. Markets
See Item 9.A. - Offer and Listing Details.
On April 21, 2023, the Company announced receipt of a notification letter from the NYSE American LLC stating
that Almaden is not in compliance with the continued listing standards because the Company’s securities have
been selling for a low price per share for a substantial period of time which NYSE American determines to be a
30-trading-day average price of less than US$0.20 per share. Pursuant to Section 1003(f)(v) of the NYSE
American Company Guide, the NYSE American staff determined that the Company’s continued listing is
predicated on it effecting a reverse stock split of its common stock or otherwise demonstrating sustained price
improvement within a reasonable period of time which the staff determined to be no later than October 19, 2023
(the “Cure Deadline”). On October 25, 2023 the Company announced that the Cure Deadline had been extended
to April 19, 2024. On March 14, 2024 the Company announced that although it had requested consultations with
Mexico under the CPTPP, Mexico had not proposed a date for these consultations. In view of this, and the
Company’s wish to provide predictability to shareholders, it determined to voluntarily delist from the NYSE
American exchange, and anticipated that the delisting will become effective at the end of business on or about
April 4, 2024. On April 5, 2024 the Company announced that it had delisted from the NYSE American stock
exchange, and its common shares began trading on the OTCQB Marketplace in the U.S., under symbol
“AAUAF”.
Item 10. Additional Information
A.
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 BCBCA, to increase the
number of common shares which the Company is authorized to issue to an unlimited number of common shares
and to cancel the Company’s Articles and adopt new Articles to take advantage of provisions of the BCBCA.
The BCBCA was adopted in British Columbia on March 29, 2004 replacing the Company Act (the “Former Act”).
The BCBCA requires the provisions formerly required in the Memorandum to be in the Articles. The BCBCA
eliminates the requirement for a Memorandum.
The revised Articles are an exhibit to the 2005 Annual Report on Form 20-F filed with the Commission on March
30, 2006, and replaced the Memorandum and Articles as filed with the Commission on May 17, 2002.
Articles
The Company was formed through the amalgamation of Fairfield Minerals Ltd. and Almaden Resources
Corporation effective December 31, 2001 under the Company Act of British Columbia (the “Company Act”). On
March 29, 2004, British Columbia adopted the BCBCA to replace the Company Act. Companies registered under
the Company Act are required to transition to the BCBCA. At the Annual and Special General meeting of the
Company held on May 18, 2005, shareholders passed appropriate resolutions to complete the transition
procedures to cancel the Company’s Articles and adopt new Articles, which includes an increase of the number
of common shares which the Company is authorized to issue to an unlimited number of common shares. The
Company’s new Articles became effective in June 2005 (the “Articles”).
The Articles contain no restrictions on the business the Company may carry on.
Under the Articles, if a director has a disclosable interest in a contract or transaction, such director is liable to
account to the Company for any profits that accrue to the director as a result of the contract or transaction unless
disclosure is made thereof and the contract or transaction is approved in accordance with the provisions of the
BCBCA and a director is not entitled to vote on any director’s resolution to approve that contract or transaction
unless all of the directors have a disclosable interest in that contract or transaction, in which case all of those
directors may vote on such resolution.
A director may hold any office or place of profit with the Company in conjunction with the office of director, and
49
no director shall be disqualified by their office from contracting with the Company. A director or such director’s
firm may act in a professional capacity for the Company and a director or such director’s firm shall be entitled to
remuneration for professional services. A director may become a director or other officer or employee of, or
otherwise interested in, any company or firm in which the Company may be interested as a shareholder or
otherwise. The director shall not be accountable to the Company for any remuneration or other benefits received
by the director from such other company or firm unless the Company in general meeting directs otherwise.
Under the Articles the directors must manage or supervise the management of the business and affairs of the
Company and have the authority to exercise all such powers which are not required to be exercised by the
shareholders, or as governed by the BCBCA. Under the Articles the directors may, by resolution, create and
appoint one or more committees consisting of such member or members of their body as they think fit and may
delegate to any such committee such powers of the Board as the Board may designate or prescribe.
The Articles provide that the quorum necessary for the transaction of the business of the directors may be fixed
by the directors and if not so fixed shall be a majority of the directors. The continuing directors may,
notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed
pursuant to the Articles as the necessary quorum of directors, act only for the purpose of increasing the number
of directors to that number, or of summoning a general meeting of the Company, but for no other purpose.
The Articles provide that the directors may, on behalf of the Company:
Borrow money in a manner and amount, on any security, from any source and upon any terms
and conditions;
Issue bonds, debentures, and other debt obligations either outright or as security for any liability
or obligation of the Company or any other person;
Guarantee the repayment of money by any other person or the performance of any obligation
of any other person; and
Mortgage, charge, or give other security, on the whole or any part of the property or assets of
the Company, both present and future.
There are no age limit requirements pertaining to the retirement or non-retirement of directors.
A director need not be a shareholder of the Company.
The Articles provide for the mandatory indemnification of Directors, Officers, former officers and directors,
alternate directors, as well as their respective heirs and personal or other legal representatives, or any other person,
to the greatest extent permitted by the BCBCA. The indemnification includes the mandatory payment of expenses
and, in furtherance thereof, the Company is party to indemnification agreements with such individuals. The
directors may cause the Company to purchase and maintain insurance for the benefit of eligible parties.
The rights, preferences and restrictions attaching to each class of the Company’s shares are as follows:
Common Shares
The authorized share structure of the Company consists of an unlimited number of common shares without par
value. All the common shares of the Company are of the same class and, once issued, rank equally as to dividends,
voting powers, and participation in assets. Holders of common shares are entitled to one vote for each share held
of record on all matters to be acted upon by the shareholders. Holders of common shares are entitled to receive
such dividends as may be declared from time to time by the Board of Directors, in its discretion, out of funds
legally available therefor.
Upon liquidation, dissolution or winding up of the Company, holders of common shares are entitled to receive pro
rata the assets of the Company, if any, remaining after payments of all debts and liabilities. No shares have been
issued subject to call or assessment. There are no pre-emptive or conversion rights and no provisions for redemption
or purchase for cancellation, surrender, or sinking or purchase funds.
The Directors may by resolution make any changes in the authorized share structure as may be permitted under Section
54 of the BCBCA, and may by resolution make or authorize the making of any alterations to the Articles and the
Notice of Articles as may be required by such changes.
50
The Company may by ordinary resolution, create or vary special rights and restrictions as provided in Section 58 of
the BCBCA. No alteration will be valid as to any part of the issued shares of any class unless the holders of all the
issued shares of that class consent to the alteration in writing or consent by special separate resolution.
An annual general meeting shall be held once every calendar year at such time (not being more than 15 months after
holding the last preceding annual meeting under the BCBCA nor more than 6 months from its preceding fiscal year
end under the policies of the TSX) and place as may be determined by the Directors. The Directors may, as they see
fit, convene an extraordinary general meeting. An extraordinary general meeting, if requisitioned in accordance with
the BCBCA, shall be convened by the Directors or, if not convened by the Directors, may be convened by the
requisitionists as provided in the BCBCA.
There are no limitations upon the rights to own securities.
There are no provisions in the Articles that would have the effect of delaying, deferring, or preventing a change in
control of the Company.
There is no special ownership threshold above which an ownership position must be disclosed. However, any
ownership level above 10% must be disclosed by news release and notices filed in accordance with Canadian
Securities Laws and by notices to the TSX.
A copy of the Company’s new Articles is an exhibit to the 2005 Annual Report on Form 20-F filed with the
Commission on March 30, 2006.
Shareholder Rights Plan
On April 13, 2011, the Company’s Board of Directors adopted a Shareholder Rights Plan Agreement (the “Rights
Plan”) between the Company and Computershare Investor Services Inc. (“Computershare”) as Rights Agent. The
Rights Plan was subsequently approved by the shareholders of the Company at the Annual General and Special
Meeting held June 28, 2011, reconfirmed by the shareholders of the Company at the 2014 Annual General Meeting,
amended and reconfirmed at the 2017 Annual General Meeting and 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, 2011 and
is also available on SEDAR and the Company’s website.
Advance Notice Policy
On January 28, 2013 the Company’s Board of Directors approved and adopted an Advance Notice Policy, as
amended on May 1, 2015 (the “Policy”) which, among other things, includes a provision that requires advance
notice to the Company in circumstances where nominations of persons for election to the Board of Directors are
made by shareholders of the Company other than pursuant to: (i) a requisition of a meeting made pursuant to the
provisions of the BCBCA: or (ii) a shareholder proposal made pursuant to the provisions of the BCBCA.
The Policy, among other things, fixes a deadline by which holders of record of common shares of the Company
must submit director nominations to the Company prior to any annual or special meeting of shareholders and set
forth the information that a shareholder must include in the notice to the Company for the notice to be in proper
written form.
In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 nor more
than 65 days prior to the date of the annual meeting; provided, however, that in the event the annual meeting is to
be held on a date that is less than 50 days after the date on which the first public announcement of the date of the
annual meeting was made, notice may be made not later than the close of business on the 10th day following such
public announcement.
In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Company
51
must be made not later than the close of business on the 15th day following the day on which the first public
announcement of the date of the special meeting was made.
The full text of the Amended Advance Notice Policy is an exhibit to the 2017 Annual Report on Form 20-F filed
with the Commission on March 29, 2018.
Multiple Voting Policy for Uncontested Elections of Directors
The Board believes that each of its members should carry the confidence and support of the Company’s
shareholders and, accordingly, has adopted, effective May 15, 2017, an Amended Majority Voting Policy for the
election of directors for non-contested meetings. The Amended Majority Voting Policy provides that, in a non-
contested election of directors, voting will be by ballot and, if the number of shares “withheld” for any nominee
exceeds the number of shares voted “for” the nominee, then, notwithstanding that such director is duly elected as
a matter of corporate law, he or she shall, immediately following the date of the final scrutineer’s report on the
ballot, tender his or her written resignation to the Chair of the Board. A “non-contested election” means an
election where the number of nominees for director is not greater than the number of directors to be elected.
Under the Amended Majority Voting Policy, the Board will consider such offer of resignation and shall make a
determination whether or not to accept or reject the resignation no later than 90 days following the date of the
applicable shareholders’ meeting and shall accept the resignation absent exceptional circumstances. The Board
will promptly announce its decision via press release. If the Board determines not to accept the resignation, the
press release must fully state the reasons for its decision. No director who is required to tender his or her
resignation shall participate in any meeting of the Board at which the resignation is considered. If a resignation
is accepted by the Board, and subject to any corporate law restrictions, the Board may leave any resulting vacancy
unfilled until the Company’s next annual general meeting, or may appoint a new director to fill the vacancy who
the Board considers to merit the confidence of the shareholders, or may call a special meeting of shareholders at
which there will be presented a management nominee or nominees to fill the vacant position or positions.
The full text of the Amended Multiple Voting Policy is an exhibit to 2017 Annual Report on Form 20-F filed with
the Commission on March 29, 2018.
B.
Material Contracts
The following is a summary of each material contract, other than contracts entered into in the ordinary course of
business, to which we or any member of the group is a party, for the two years preceding the date of this Annual
Report.
Gold Loan Agreement dated as of May 14, 2019 between the Company (the “Borrower”) and Almadex (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, 2026 as the Borrower provided written notice to
the Lender on March 12, 2024 to extend the maturity date. Furthermore, the Company agreed with Almadex to
extend the maturity of the gold loan from March 31, 2026 to the earlier of March 31. 2030, or the receipt by
Almaden or its subsidiary of any Claim Proceeds. In return for this amendment, in addition to its obligation to
repay the gold loan, Almaden agreed to pay Almadex 2.0% of the gross amount of any Claim Proceeds that
Almaden may receive as a result of the Claims, such repayment to be subordinate to amounts due under the LFA,
and any additional legal and management costs.
Repayment of the Gold Loan 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 the 2020 Annual Report on Form 20- F filed with the
Commission on March 26, 2021.
On March 3, 2025, the Company announced that it had entered into a definitive agreement (the “Agreement”) to
sell certain assets comprising the Rock Creek Mill for a purchase price of US$9,700,000 (the “Purchase Price”).
52
Closing of the transaction is subject to certain conditions, including completion by the Purchaser of a final
inspection, and is expected to occur on or prior to August 31, 2025. The Purchase Price is payable in certain
instalments as follows:
US$2,000,000 is due within 14 days of the execution of the Agreement.
US$3,000,000 shall be paid upon verification of transport scheduling (expected to take place on or around
March 31, 2025).
US$2,000,000 shall be paid following the final inspection (expected to take place on or around April 30,
2025).
US$2,700,000 shall be paid when the assets are prepared for shipment (expected to take place on or around
August 31, 2025), subject to adjustment based on the final inspection.
15% of the Purchase Price is payable as a commission by Almaden to an equipment sales broker.
C.
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
be 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.
D.
Taxation
The following summary of the material Canadian federal income tax consequences generally applicable in respect
of the common shares reflects the Company’s opinion. The tax consequences to any particular holder of common
shares will vary according to the status of that holder as an individual, trust, company or member of a partnership,
the jurisdiction in which that holder is subject to taxation, the place where that holder is resident and, generally,
according to that holder’s particular circumstances. This summary is applicable only to holders who are resident
in the U.S., have never been resident in Canada, deal at arm’s length with the Company, hold their common shares
as capital property and who will not use or hold the common shares in carrying on business in Canada. Special
rules, which are not discussed in this summary, may apply to a U.S. holder that is an issuer that carries on business
in Canada and elsewhere.
This summary is based upon the provisions of the Income Tax Act of Canada and the regulations thereunder
(collectively, the “Canadian Tax Act" or “ITA”) and the Canada-United States Tax Convention (the
“Convention”) as at the date of the Registration Statement and the current administrative practices of Canada
Revenue Agency. This summary does not take into account Provincial income tax consequences.
Each holder should consult his own tax advisor with respect to the income tax consequences applicable to him in
his own particular circumstances.
Certain Canadian Federal Income Tax Consequences
The discussion under this heading summarizes the principal Canadian federal income tax consequences of
53
acquiring, holding and disposing of common shares of the Company for a shareholder of the Company who is not
a resident of Canada but is a resident of the U.S. and who will acquire and hold common shares of the Company
as capital property for the purposes of the Canadian Tax Act. This summary does not apply to a shareholder who
carries on business in Canada through a “permanent establishment” situated in Canada or performs independent
personal services in Canada through a fixed base in Canada if the shareholder’s holding in the Company is
effectively connected with such permanent establishment or fixed base. This summary is based on the provisions
of the Canadian Tax Act and the regulations thereunder and on an understanding of the administrative practices
of Canada Revenue Agency and takes into account all specific proposals to amend the Canadian Tax Act or
regulations made by the Minister of Finance of Canada as of the date hereof. It has been assumed that there will
be no other relevant amendment of any governing law although no assurance can be given in this respect. This
discussion is general only and is not a substitute for independent advice from a shareholder’s own Canadian and
U.S. tax advisors.
The provisions of the Canadian Tax Act are subject to income tax treaties to which Canada is a party, including
the Convention.
Dividends on Common Shares and Other Income
Under the Canadian Tax Act, a non-resident of Canada is generally subject to Canadian withholding tax at the
rate of 25 percent on dividends paid or deemed to have been paid to him or her by a company resident in Canada.
The Company is responsible for withholding of tax at the source. The Convention limits the rate to 15 percent if
the shareholder is a resident of the U.S. and the dividends are beneficially owned by and paid to such shareholder,
and to 5 percent if the shareholder is also a company that beneficially owns at least 10 percent of the voting stock
of the payor company.
The amount of a stock dividend (for tax purposes) would generally be equal to the amount by which the paid up
or stated capital of the Company had increased by reason of the payment of such dividend. The Company will
furnish additional tax information to shareholders in the event of such a dividend. Interest paid or deemed to be
paid on the Company’s debt securities held by non-Canadian residents may also be subject to Canadian
withholding tax, depending upon the terms and provisions of such securities and any applicable tax treaty. The
Convention generally eliminates Canadian tax on interest paid or deemed to be paid by the Company to U.S.
residents. The Convention generally exempts from Canadian income tax dividends paid to a religious, scientific,
literary, educational or charitable organization or to an organization constituted and operated exclusively to
administer a pension, retirement or employee benefit fund or plan, if the organization is a resident of the U.S. and
is exempt from income tax under the laws of the U.S.
Dispositions of Common Shares
Under the Canadian Tax Act, a taxpayer’s capital gain or capital loss from a disposition of a common shares of
the Company is the amount, if any, by which his or her proceeds of disposition exceed (or are exceeded by,
respectively) the aggregate of his or her adjusted cost base of the share and reasonable expenses of disposition.
The capital gain or loss must be computed in Canadian currency using a weighted average adjusted cost base for
identical properties. There are special transitional rules to apply capital losses against capital gains that arose in
different periods. The amount by which a shareholder’s capital loss exceeds the capital gain in a year may be
deducted from a capital gain realized by the shareholder in the three previous years or any subsequent year, subject
to certain restrictions in the case of a corporate shareholder.
Under the Canadian Tax Act, a non-resident of Canada is subject to Canadian tax on taxable capital gains, and
may deduct allowable capital losses, realized on a disposition of "taxable Canadian property." Common shares
of the Company will constitute taxable Canadian property of a shareholder at a particular time if the shareholder
used the shares in carrying on business in Canada, or if at any time in the five years immediately preceding the
disposition 25% or more of the issued shares of any class or series in the capital stock of the Company belonged
to one or more persons in a group comprising the shareholder and persons with whom the shareholder and persons
with whom the shareholder did not deal at arm’s length and in certain other circumstances.
The Convention relieves U.S. residents from liability for Canadian tax on capital gains derived on a disposition
of shares unless
(a) the value of the shares is derived principally from “real property” in Canada, including the right to explore
54
for or exploit natural resources and rights to amounts computed by reference to production,
(b) the shareholder was resident in Canada for 120 months during any period of 20 consecutive years preceding,
and at any time during the 10 years immediately preceding, the disposition and the shares were owned by him
when he or she ceased to be resident in Canada, or
(c) the shares formed part of the business property of a “permanent establishment” that the holder has or had in
Canada within the 12 months preceding the disposition.
Certain U.S. Federal Income Tax Consequences
The following is a discussion of material U.S. federal income tax consequences generally applicable to a U.S.
Holder (as defined below) of shares of the Company. This discussion does not cover any state, local or foreign
tax consequences.
The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (“the
Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative
positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and
adversely changed, possibly on a retroactive basis, at any time. In addition, the discussion does not consider the
potential effects, both adverse and beneficial, or recently proposed legislation which, if enacted, could be applied,
possibly on a retroactive basis, at any time. The following discussion is for general information only. It is not
intended to be, nor should it be construed to be, legal or tax advice to any U.S. Holder or prospective holder and
not an opinion or representation with respect to the U.S. Federal income tax consequences to any U.S. Holder or
prospective holder is made. The following summary was not written and is not intended to be used, and cannot
be used, by any person for the avoidance of any penalties with respect to taxes that may be imposed on such
person. U.S. Holders and prospective holders of shares of the Company are urged to consult their own tax advisors
about the federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common
shares of the Company.
U.S. Holders
As used herein, a U.S. Holder includes a holder of shares of the Company who is a citizen or resident of the U.S.
(as defined under Treasury Regulation Section 301.7701(b) or any applicable income tax convention), a company
(or an entity which has elected to be treated as a corporation under Treasury Regulation Sections 301.7701-3)
created or organized in or under the laws of the U.S. or of any political subdivision thereof, any estate other than
a foreign estate (as defined in Section 7701(a)(31)(A) of the Code or, a trust subject to the primary supervision
of a court within the U.S. and control of a U.S. fiduciary as described in Section 7701(a)(30)(E) of the Code).
This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to
special provisions of Federal income tax law, such as tax-exempt organizations, qualified retirement plans,
financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-
dealers, non-resident alien individuals, persons or entities that have a “functional currency” other than the U.S.
dollar, shareholders who hold common shares as part of a straddle, hedging or conversion transaction, and
shareholders who acquired their shares through the exercise of employee stock options or otherwise as
compensation for services. This summary is limited to U.S. Holders who own shares as capital assets. This
summary does not address the consequences to a person or entity holding an interest in a shareholder of the
Company or the consequences to a person of the ownership, exercise or disposition of any options, warrants or
other rights to acquire shares of the Company.
Distributions on Shares of the Company
U.S. Holders receiving dividend distributions (including constructive dividends) with respect to shares of the
Company are required to include in gross income for U.S. federal income tax purposes the gross amount of such
distributions equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate
on such date), to the extent that the Company has current or accumulated earnings and profits, without reduction
for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited,
subject to certain limitations, against the U.S. Holder’s U.S. federal income tax liability or, alternatively, may be
deducted in computing the U.S. Holder’s U.S. federal taxable income. (See more detailed discussion at “Foreign
Tax Credit” below). To the extent that distributions exceed current or accumulated earnings and profits of the
Company, they will be treated first as a return of capital up to the U.S. Holder’s adjusted tax basis in the common
shares and thereafter as gain from the sale or exchange of the common shares. Unless the distribution constitutes
“qualified dividend income” as defined in Section 1(h)(11), dividend income will be taxed at marginal tax rates
applicable to ordinary income.
55
In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on
the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the
date of receipt. Gain or loss may be recognized upon a subsequent sale or other disposition of the foreign
currency, including an exchange for U.S. dollars.
Dividends paid on the shares of the Company will not generally be eligible for the dividends received deduction
provided to companies receiving dividends from certain U.S. corporations. A U.S. Holder which is a corporation
may, under certain circumstances, be entitled to a 70% deduction of the U.S. source portion of dividends received
from the Company (unless the Company qualifies as a “passive foreign investment company”, as defined below)
if such U.S. Holder owns shares representing at least 10% of the voting power and value of the Company. The
availability of this deduction is subject to several complex limitations which are beyond the scope of this
discussion. In addition, as discussed under the Controlled Foreign Corporation section below, distributions from
controlled foreign corporations to certain U.S. corporate shareholders may be entitled to a dividend received
deduction for the foreign source portion of the dividend.
The so-called Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017 by the U.S. government.
The Tax Act broadly changes the taxation of foreign earnings attributable to certain U.S. Holders from a
worldwide tax regime to a territorial regime. The Tax Act created a transition tax that creates a deemed
repatriation of previously untaxed foreign earnings and profits. Certain U.S. Holders may be subject to this
transition tax and recognize taxable income due to undistributed earnings and profits of the Company.
Foreign Tax Credit
A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership
of shares of the Company may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit
for such foreign tax paid or withheld. This election is made on a year-by-year basis and applies to all foreign
income taxes (or taxes in lieu of income tax) paid by (or withheld from) the U.S. Holder during the year. There
are significant and complex limitations which apply to a U.S. Holder’s ability to claim the foreign tax credit.
Furthermore, a foreign tax credit may not be claimed when a U.S. Holder is entitled to a dividend received
deduction. The availability of the foreign tax credit and the application of the limitations on the credit are fact
specific and holders and prospective holders of shares of the Company should consult their own tax advisors
regarding their individual circumstances.
Disposition of Shares of the Company
For U.S. tax purposes, a U.S. Holder will generally recognize gain or loss upon the sale of shares of the Company
equal to the difference, if any, between (I) the amount of cash plus the fair market value of any property received,
and (ii) the shareholder’s tax basis in his, her or its shares of the Company. This gain or loss will be capital gain
or loss if the common shares are capital assets in the hands of the U.S. Holder. Capital gain will then be classified
as a short-term or long-term capital gain or loss depending upon the holding period of the U.S. Holder.
Preferential tax rates apply to long-term capital gains of U.S. Holders which are individuals, estates or trusts.
Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss
for a particular tax year. Deductions for net capital losses are subject to significant limitations. For U.S. Holders
which are not companies, any unused portion of such net capital loss may be carried over to be used in later tax
years until such net capital loss is thereby exhausted, but individuals may not carry back capital losses. For U.S.
Holders which are taxable corporations (other than companies subject to Subchapter S of the Code), an unused
net capital loss may be carried back three years from the loss year and carried forward five years from the loss
year to be offset against capital gains until such net capital loss is thereby exhausted.
Net Investment Tax
U.S. Holders may also be subject to the Net Investment Income Tax, which is imposed on certain U.S. taxpayers’
income from investments, such as dividends, interest and capital gains. Individual taxpayers are liable for a 3.8
percent Net Investment Income Tax on the lesser of their net investment income, or the amount by which their
modified adjusted gross income exceeds certain statutory thresholds based on their filing status. U.S. Holders or
prospective U.S. Holders should consult their tax advisors to determine if the Net Investment Income Tax will
apply in their individual circumstances.
Other Considerations
In the following circumstances, the above sections of the discussion may not describe the U.S. federal income tax
consequences resulting from the holding and disposition of shares of the Company.
56
Passive Foreign Investment Company
As a foreign company with U.S. Holders, the Company could potentially be treated as a PFIC, as defined in
Section 1297 of the Code. Section 1297 of the Code defines a PFIC as a company that is not formed in the U.S.
and, for any taxable year, either (i) 75% or more of its gross income is “passive income”, which includes among
other types of income, interest, dividends and certain rents and royalties or (ii) the average percentage, by fair
market value (or, if the company is a controlled foreign company or makes an election, by adjusted tax basis), of
its assets that produce or are held for the production of “passive income” is 50% or more.
The rules governing PFICs can have significant tax effects on U.S. shareholders of foreign companies. U.S.
shareholder’s income or gain, with respect to a disposition or deemed disposition of PFIC shares or a distribution
payable on such shares will generally be subject to tax at the highest marginal rates applicable to ordinary income
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 QEF, as defined in the
Code, (an "Electing U.S. Holder") will be required to currently include in his income for any taxable year in which
the company qualifies as a PFIC his pro-rata share of the company's (i) "net capital gain" (the excess of net long-
term capital gain over net short-term capital loss), which will be taxed as long-term capital gain to the Electing
U.S. Holder, and (ii) "ordinary earnings" (the excess of earnings and profits over net capital gain), which will be
taxed as ordinary income to the Electing U.S. Holder, in each case, for the U.S. Holder's taxable year in which
(or with which) the Company’s taxable year ends, regardless of whether such amounts are actually distributed. A
QEF election also allows the Electing U.S. Holder to (i) generally treat any gain realized on the disposition of his
common shares (or deemed to be realized on the pledge of his common shares) as capital gain; (ii) treat his share
of the company's net capital gain, if any, as long-term capital gain instead of ordinary income, and (iii) either
avoid interest charges resulting from PFIC status altogether (see discussion of interest charge below), or make an
annual election, subject to certain limitations, to defer payment of current taxes on his share of the company's
annual realized net capital gain and ordinary earnings which will then be subject, however, to an interest charge.
The procedure a U.S. Holder must comply with in making a timely QEF election will depend on whether the year
of the election is the first year in the U.S. Holder's holding period in which the Company is a PFIC. If the U.S.
shareholder makes a QEF election in such first year, (sometimes referred to as a "Pedigreed QEF Election"), then
the U.S. shareholder may make the QEF election by simply filing the appropriate documents at the time the U.S.
Holder files its tax return for such first year. If, however, the company qualified as a PFIC in a prior year during
the U.S. shareholder’s holding period, then the U.S. shareholder may make a retroactive QEF election, provided
he has preserved his right to do so under the protective statement regime or he obtains IRS permission.
If a U.S. shareholder has not made a QEF Election at any time (a "Non-electing U.S. Holder"), then special
taxation rules under Section 1291 of the Code will apply to (i) gains realized on the disposition (or deemed to be
realized by reason of a pledge) of his common shares and (ii) certain "excess distributions" by the company. An
excess distribution is a current year distribution received by the U.S. shareholder on PFIC stock to the extent that
the distribution exceeds its ratable portion of 125% of the average amount received by the U.S. shareholder during
the preceding three years.
A Non-electing U.S. shareholder generally would be required to pro-rate all gains realized on the disposition of
his common shares and all excess distributions over the entire holding period for the common shares. All gains
or excess distributions allocated to prior years of the U.S. shareholder (other than years prior to the first taxable
year of the Company during such U.S. Holder's holding period and beginning after January 1, 1987 for which it
was a PFIC) would be taxed at the highest marginal tax rate for each such prior year applicable to ordinary income.
The Non-electing U.S. shareholder also would be liable for interest on the foregoing tax liability for each such
prior year calculated as if such liability had been due with respect to each such prior year. A Non-electing non-
corporate U.S. shareholder must treat this interest charge as "personal interest" which is wholly non-deductible.
The balance of the gain or the excess distribution will be treated as ordinary income in the year of the disposition
or distribution, and no interest charge will be incurred with respect to such balance.
If a company is a PFIC for any taxable year during which a Non-electing U.S. shareholder holds shares, then the
57
company will continue to be treated as a PFIC with respect to such shares, even if it is no longer by definition a
PFIC. A Non-electing U.S. shareholder may terminate this deemed PFIC status by electing to recognize gain
(which will be taxed under the rules discussed above for Non-Electing U.S. Holders) as if such shares had been
sold on the last day of the last taxable year for which it was a PFIC. If the company no longer qualifies as a PFIC
in a subsequent year, then normal Code rules and not the PFIC rules will apply with respect to a U.S. shareholder
who has made a Pedigreed QEF election.
If a U.S. shareholder makes a QEF Election that is not a Pedigreed Election (i.e., it is made after the first year
during which the company is a PFIC and the U.S. shareholder holds shares of the company) (a "Non-Pedigreed
Election"), the QEF rules apply prospectively but do not apply to years prior to the year in which the QEF first
becomes effective. U.S. Holders are encouraged to consult their tax advisors regarding the specific consequences
of making or not making a QEF Election.
Under an alternative method, U.S. Holders who hold (actually or constructively) marketable stock of a PFIC may
elect to mark such stock to the market annually (a “mark-to-market election”). If such an election is made, such
U.S. Holder will generally not be subject to the special taxation rules of Section 1291 discussed above. However,
if the mark-to-market election is made by a Non-Electing U.S. Holder after the beginning of the holding period
for the PFIC stock, then the Section 1291 rules will apply to certain dispositions of, distributions on and other
amounts taxable with respect to the Company shares. A U.S. Holder who makes the mark-to-market election will
include in income for each taxable year for which the election is in effect an amount equal to the excess, if any,
of the fair market value of the shares of the Company as of the close of such tax year over such U.S. Holder’s
adjusted basis in such common shares. In addition, the U.S. Holder is allowed a deduction for the lesser of (i) the
excess, if any, of such U.S. Holder’s adjusted tax basis in the shares over the fair market value of such shares as
of the close of the tax year, or (ii) the excess, if any, of (a) the mark-to-market gains for the shares in the Company
included by such U.S. Holder for prior tax years, including any amount which would have been treated as a mark-
to-market gain for any prior tax year but for the Section 1291 rules discussed above with respect to Non-Electing
U.S. Holders, over (b) the mark-to-market losses for shares that were allowed as deductions for prior tax years.
A U.S. Holder’s adjusted tax basis in the shares of the Company will be adjusted to reflect the amount included
in or deducted from income as a result of a mark-to-market election. A mark-to-market election applies to the
taxable year in which the election is made and to each subsequent taxable year, unless the Company’s shares
cease to be marketable, as specifically defined, or the IRS consents to revocation of the election. U.S. Holders
should consult their tax advisors regarding the manner of making such an election.
Controlled Foreign Corporation
If more than 50% of the total combined voting power of all classes of stock entitled to vote or more than 50% of
the total value of the stock of the Company is owned, directly, indirectly or constructively, by U.S. Holders, each
of whom own actually or constructively 10% or more of the total combined voting power of all classes of stock
or 10% or more of the total value of all classes of stock of the Company (“10% U.S. Holders”), the Company
would be treated as a “controlled foreign corporation” or “CFC” under Subpart F of the Code. This classification
would effect many complex results, one of which requires such 10% U.S. Holders to include in their current
income their pro rata share of (i) Subpart F income of the CFC, (ii) the CFC’s earnings from certain investments
in U.S. property, (iii) global intangible low-taxed income (“GILTI), and (iv) base erosion minimum tax amounts
for certain 10% U.S. Holders with sufficient gross receipts that make deductible payments to related foreign
parties in tax years after December 31. 2018. The foreign tax credit described above may reduce the U.S. tax on
these amounts. In addition, under Section 1248 of the Code, gain from the sale or exchange of shares by a U.S.
Holder of common shares of the Company which is or was a 10% U.S. Holder at any time during the five-year
period ending with the sale or exchange will be treated as dividend income to the extent of earnings and profits
of the Company (accumulated only while the shares were held by the 10% U.S. Holder and while the Company
was a CFC attributable to the shares sold or exchanged. Certain U.S. corporations that are 10% U.S. Holders may
be entitled to a dividend received deduction for the foreign source portion of dividends received from the
Company as discussed above.
If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC
with respect to certain 10% U.S. Holders of the CFC. This rule generally will be effective for taxable years of
10% U.S. Holders beginning after 1997 and for taxable years of foreign company’s ending with or within such
taxable years of 10% U.S. Holders. The PFIC provisions continue to apply in the case of a PFIC that is also a
CFC with respect to the U.S. Holders that are less than 10% shareholders. Because of the complexity of Subpart
F, a more detailed review of these rules is beyond the scope of this discussion.
58
Information Reporting and Backup Withholding
In general, unless a U.S. Holder belongs to a category of certain exempt recipients (such as corporations),
information reporting requirements will apply to distributions as well as proceeds of sales from the sale of shares
of the Company that are effected through the U.S. office of a broker or the non-U.S. office of a broker that has
certain connections with the United States. Backup withholding may apply to these payments if a U.S. Holder
fails to provide a correct taxpayer identification number or certification of exempt status, fails to report in full
dividend and interest income or, in certain circumstances, fails to comply with applicable certification
requirements. Any amounts withheld under the backup withholding rules will be allowed as a refund or credit
against a U.S. Holder’s U.S. federal income tax, provided the U.S. Holder furnishes the required information to
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.
E.
Dividends and Paying Agents
Not applicable.
F.
Statement by Experts
Not applicable.
G.
Documents on Display / Additional Information
Any of the documents referred to above can be viewed at the head office of the Company located at 1333 Johnston
Street, Suite 210, Vancouver, British Columbia, Canada, V6H 3R9.
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. 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 26, 2024 and additional financial information is provided in the Company’s financial
statements and MD&A for its most recently completed financial year.
H.
Subsidiary Information
Not applicable.
I.
Annual Report to Security Holders
Not applicable.
Item 11. Quantitative and Qualitative Disclosures about Market Risk
Exchange Rate Risk
The Company’s primary mineral exploration properties are located in Mexico. As a Canadian company,
Almaden’s cash balances are kept primarily in Canadian funds, while many exploration and property expenses
are denominated in U.S. dollars or the Mexican peso. Therefore, the Company is exposed to some exchange rate
risk. The Company considers the amount of risk to be manageable and does not currently, nor is likely in the
foreseeable future to, conduct hedging to reduce its exchange rate risk. A 10% change in the U.S. dollar exchange
rate relative to the Canadian dollar would change the Company’s net loss by $435,000. A 10% change in the
Mexican peso exchange rate relative to the Canadian dollar would change the Company’s net loss by $5,000.
Interest Rate Risk
The Company has no derivative financial instruments or other debt bearing variable interest rate instruments. The
Company is exposed to varying interest rates on its cash and cash equivalents. A 1% change in the interest rate
would change the Company’s net loss by $32,000.
59
Item 12. Description of Securities Other than Equity Securities
Not applicable.
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
Not applicable.
Item 14. Material Modifications to the Rights of Securities Holders and Use of Proceeds
Not applicable.
Item 15. Controls and Procedures
Disclosure Controls and Procedures
The Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls
and procedures (as defined in Rules 13a-15(e) under the Exchange Act) as of December 31, 2024. This evaluation
was conducted under the supervision and with the participation of management, including the Company’s CEO
and CFO. Based upon this evaluation, the Company’s CEO and CFO have concluded that, as of December 31,
2024, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that
information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified by the rules and forms. The
Company also concluded that its disclosure controls and procedures are effective to provide reasonable assurance
that information required to be disclosed in the reports filed or submitted under the Exchange Act is accumulated
and communicated to its management, including the Company’s CEO and CFO, to allow timely decisions
regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over
financial reporting for the Company. Internal control over financial reporting is a process designed by, or under
the supervision of, the Company’s principal executive and principal financial officers and effected by the
Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with IFRS as issued by IASB.
Because of the inherent limitations of internal control over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may not be
prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal
control over financial reporting to future periods are subject to the risk that the controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management assessed the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2024. 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, 2024, 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, 2024 that has materially affected, or that is reasonably likely to materially affect, the
Company’s internal control over financial reporting.
60
Attestation Report of the Registered Accounting Firm
This Annual Report does not include an attestation report of the Company's registered public accounting
firm because emerging growth companies are exempt from this requirement for so long as they remain emerging
growth companies.
Changes in Internal Controls Over Financial Reporting
There were no changes in the Company’s internal controls over financial reporting identified in connection with
the evaluation required by paragraph (d) of 17 CFR 240.13a-15 or 240.15d-15 that occurred during the period
covered by this Annual Report that has materially affected, or is reasonably likely to materially affect, the issuer’s
internal control over financial reporting.
Item 16. [Reserved]
Item 16A. Audit Committee Financial Expert
The Company’s Board of Directors has determined that Ms. Ria Fitzgerald is the Company's audit committee
financial expert. Ms. Fitzgerald has extensive business and financial experience. She has served in senior
financial positions over the past 10 years and formerly serves as a director of another publicly traded mining
company. Ms. Ellingham is independent as defined by Section 803(A) of the NYSE American Listing Standards.
Item 16B. Code of Ethics
The Company adopted several codes of conduct, including a Code of Business Ethics, a Code of Business Conduct
Ethics for Directors, a Communications Policy and an Audit Committee Charter, which may be viewed on the
Company’s website at www.almadenminerals.com. The Codes may also be viewed as filed on EDGAR as an
exhibit to the 2005 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 summarized and posted on the Company’s website
within 5 business days of such amendment or waiver.
The Company has adopted the Code, the 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 Individuals sign a Certification stating they have read the Ethics 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 BCBCA and the Company’s Articles.
Item 16C. Principal Accountant Fees and Services
Audit Committee's pre-approval policies and procedures
The Audit Committee nominates and engages the independent auditors to audit the financial statements, and
approves all audit services, audit-related services, tax services and other services provided by Davidson &
Company LLP. Any services provided by Davidson & Company LLP that are not specifically included within
the scope of the audit must be preapproved by the Audit Committee prior to any engagement. The Audit
Committee is permitted to approve certain fees for audit-related services, tax services and other services before
the completion of the engagement.
Table No. 8 lists the aggregate fees billed for each of the last two fiscal years for professional services rendered
by Davidson & Company LLP (PCAOB ID 731), the Company’s 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.
61
Table No. 8
Principal Accountant Fees
December 31,
2024
December 31,
2023
Audit fees
$65,000
$60,500
Audit-related fees
793
797
Tax fees
-
-
All other fees
-
-
Fiscal 2024 and Fiscal 2023 audit fees relate to the annual audit of the Company’s consolidated financial
statements, effectiveness of the Company’s internal control over financial reporting and review of the Form 20-
F. Audit-related fees relate to accounting advisory services. Tax fees relate to the completion of income tax
returns and tax consulting services. Other fees relate to services other than audit fees, audit-related fees, and tax
fees described above.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Not applicable.
Item 16F. Change in Registrant’s Certifying Accountant
Not applicable.
Item 16G. Corporate Governance
As at year-end, 2024, the Company’s class of common shares the TSX. Under the rules of the TSX, listed
companies are generally required to have a majority of their Board of Directors be “independent”. Currently, as
permitted under applicable Canadian regulations, the Company’s Board consists of 5 directors, of which 3 are
considered to be “independent.” In the opinion of management, the Company’s corporate governance practices
do not differ in any significant way from those required of U.S. domestic companies listed on an US Exchange.
Item 16H. Mine Safety Disclosure
Not applicable.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Item 16J. Insider Trading Policies
The Company has adopted a Securities Trading Policy which applies to the trading and confidentiality obligations
of employees, officers and directors of the Company and its subsidiaries.
A copy of the Securities Trading Policy was filed as an exhibit to the Company’s Annual Report on Form 20-F
for the year ended December 31, 2005, as filed with the Commission on March 30, 2006.
Item 16K. Cybersecurity
Risk Management and Strategy
The Company recognizes the importance of maintaining the security of its information technology systems and
assets. We have implemented comprehensive cybersecurity risk assessment procedures to ensure effectiveness
62
in cybersecurity management, strategy and governance and reporting cybersecurity risks. We have also integrated
cybersecurity risk management into our overall enterprise risk management system.
The Company currently manages our cybersecurity risk through our IT consultants in a variety of practices that
are applicable to all users of our information technology and information assets, including our employees, vendors
and contractors. The Company uses a combination of technology and monitoring to promote security awareness
and prevent security incidents, including, without limitation, network and passwords protocols, required VPN
access to our database systems, rotation of security measures and third-party firewalls and antivirus protections.
We have not experienced any material cybersecurity incidents or identified any material cybersecurity threats that
have affected or are reasonably likely to materially affect us, our business strategy, results of operations or
financial condition.
Governance
Our board of directors is responsible for overseeing risks related to cybersecurity. The Company's senior
management team, including the President and Chief Financial Officer, are responsible for assessing and
managing risks and incidents relating to cybersecurity threats. They discuss quarterly with the Audit Committee
of any material findings and recommendations if any. The Audit Committee will then report their conclusions
and recommendations to the Board of Directors.
PART III
Item 17. Financial Statements
The Company has provided financial statements pursuant to Item 18 of this Form 20-F.
Item 18. Financial Statements
The Company’s consolidated financial statements and notes thereto are expressed in Canadian Dollars (CDN$)
and are prepared in accordance and compliance with IFRS as issued by the IASB.
Item 19. Exhibits
A. The financial statements and notes thereto as required under Item 18 are attached hereto and found
immediately following the text of this Annual Report.
Audited Financial Statements
Independent registered Public Accounting Firm reports on the consolidated financial statements, dated March
17, 2025
Consolidated statements of financial position at December 31, 2024 and 2023
Consolidated statements of comprehensive loss for the years ended December 31, 2024, 2023 and 2022
Consolidated statements of changes in equity for the years ended December 31, 2024, 2023 and 2022
Consolidated statements of cash flows for the years ended December 31, 2024, 2023 and 2022
Summary of significant accounting policies and other explanatory information
B. Index to Exhibits
1.
Certificate of Amalgamation
1.1
Articles
- 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 or debt 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.
63
- Incorporated by reference to the Company’s Form 20-F for the year ended December 31, 2013 and filed
with the Commission on April 1, 2014.
4.1
Arrangement Agreement dated May 11, 2015 in connection with the Company’s statutory Plan of
Arrangement with Almadex and filed with the Commission on March 31, 2016.
4.2
Administrative Services Agreement between the Company and Almadex Minerals Limited dated May
15, 2015 and filed with the Commission on March 31, 2016.
4.3
First Amending Agreement to the May 15, 2015 Administrative Services Agreement between the
Company and Almadex Minerals Limited dated December 16, 2015 and filed with the Commission on
March 31, 2016.
4.4
Executive Employment Contract between the Company and Duane Poliquin dated effective January 1,
2016 and filed with the Commission on March 31, 2016.
4.5
Amending Agreement dated April 1, 2016 to the Executive Compensation Contract with Morgan
Poliquin dated January 29, 2013 and filed with the Commission on March 30, 2017.
4.6
Amending Agreement dated April 1, 2016 to the Executive Employment Contract with Duane Poliquin
dated January 1, 2016 and filed with the Commission on March 30, 2017.
4.7
Amending agreement to the Executive Compensation Contract with Morgan Poliquin dated January 1,
2019 and filed with the Commission on March 15, 2019.
4.8
Amending agreement to the Executive Compensation Contract with Duane Poliquin dated January 1,
2019 and filed with the Commission on March 15, 2019.
4.9
Administrative Services Agreement between the Company and Almadex Minerals Ltd. (formerly
1154229 B.C. Ltd.) dated March 29, 2018 and filed with the Commission on March 15, 2019.
4.10
Gold Loan Agreement between the Company and Almadex Minerals Ltd. dated effective May 14th, 2019
and filed with the commission on March 27, 2020.
4.11
Short Form Base Shelf Prospectus and filed with the commission on February 25, 2021
4.12
Form of Placement Agency Agreement dated March 16, 2021
- Incorporated by reference to the Form 6-K and filed with the Commission on March 16, 2021
4.13
Form of Securities Purchase Agreement
- Incorporated by reference to the Form 6-K and filed with the Commission on March 16, 2021
4.14
Salary Deferral and Amendment Agreement and filed with the Commission on April 27, 2023
5.
List of foreign patents – N/A
6.
Calculation of earnings per share – N/A
7.
Explanation of calculation of ratios – N/A
8.
List of subsidiaries
9.
Statement pursuant to the instruction to Item 8.A.4, regarding the financial statement filed in registration
Statements for initial public offerings of securities – N/A
10.
Any notice required by Rule 104 of Regulation BTR – N/A
11
Audit Committee Charter
11.1
Nominating and Corporate Governance Committee-Duties and Responsibility
11.2
Compensation Committee-Responsibilities and Duties
11.3
Code of Business Ethics
11.4
Code of Business Conduct and Ethics for Directors
11.5
Communications Policy
11.6
Securities Trading Policy
11.7
Whistleblower Policy
11.8
Privacy Policy
- Incorporated by reference to the Company’s Annual Report on Form 20-F for the year ended December
31, 2005, as filed with the Commission on March 30, 2006.
11.9
Shareholder Rights Plan dated April 13, 2011, as amended and reconfirmed at the 2017 Annual General
Meeting and as reconfirmed at the 2020 Annual General Meeting.
- Incorporated by reference to the Form 6-K filed with the Commission on April 15, 2011.
64
11.10
Amended Advance Notice Policy dated January 28, 2013, as amended May 1, 2015 as filed with the
Commission on March 29, 2018.
11.11
Amended Majority Voting Policy – adopted by the Board of Directors on May 7, 2013, as amended
effective May 15, 2017 as filed with the Commission on March 29, 2018.
11.12
Secured Gold Loan Amendment Agreement dated June 26, 2024
11.13
Rock Creek Mill Purchase Agreement dated February 28, 2025
12.1
Certification of CEO Pursuant to Securities Exchange Act, Rules 13a-14 and 15d-14 as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2
Certification of CFO Pursuant to Securities Exchange Act, Rules 13a-14 and 15d-14 as Adopted Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
13.1
Certification of CEO Pursuant to the Sarbanes-Oxley Act, 18 U.S.C. Section 1350, As Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
13.2
Certification of CFO Pursuant to the Sarbanes-Oxley Act, 18 U.S.C. Section 1350, As Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
14.1
Consent of Jesse Aarsen as filed with the Commission on September 28, 2023
14.2
Amended S-K 1300 Technical Report Summary of the Ixtaca Gold-Silver Project as filed with the
Commission on September 28, 2023.
101.INS
Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema Documents
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (embedded within Inline XBRL document)
SIGNATURE
The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly
caused and authorized the undersigned to sign this Annual Report on its behalf.
Almaden Minerals Ltd.
Registrant
Dated: April 29, 2025
By /s/Morgan Poliquin
Morgan Poliquin, CEO
Consolidated Financial Statements of
Almaden Minerals Ltd.
For the years ended December 31, 2024, 2023 and 2022
Almaden Minerals Ltd.
December 31, 2024, 2023 and 2022
Table of contents
Report of independent registered public accounting firm
1
Consolidated statements of financial position
2
Consolidated statements of comprehensive loss
3
Consolidated statements of cash flows
4
Consolidated statements of changes in equity
5
Notes to the consolidated financial statements
6-38
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Directors of
Almaden Minerals Ltd.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of Almaden Minerals Ltd. (the “Company”)
as of December 31, 2024 and 2023, and the related consolidated statements of comprehensive loss, cash flows, and changes in
equity for the years ended December 31, 2024, 2023, and 2022, and the related notes and schedules (collectively referred to as
the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position
of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years ended
December 31, 2024, 2023, and 2022, in conformity with IFRS Accounting Standards as issued by the International Accounting
Standards Board.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
these financial 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 respect to 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.
Other Matter
As discussed in Note 19 to the consolidated financial statements, the 2023 consolidated statement of financial position and the
2023 and 2022 consolidated statements of comprehensive loss, cash flows, and changes in equity have been revised to correct
the valuation of the gold loan payable.
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 financial 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 entity’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement 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 financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Company’s auditor since 2015.
/s/ DAVIDSON & COMPANY LLP
Vancouver, Canada
Chartered Professional Accountants
March 17, 2025
Almaden Minerals Ltd.
Consolidated statements of financial position
(Expressed in Canadian dollars)
December 31,
2024
December 31,
2023 (Revised –
Note 19)
$
$
ASSETS
Current assets
Cash and cash equivalents (Note 13)
3,155,750
4,245,983
Gold in trust (Note 8)
1,491,281
1,082,801
Accounts receivable and prepaid expenses (Note 4)
311,319
453,640
4,958,350
5,782,424
Non-current assets
Right-of-use assets (Note 5)
228,875
330,597
Property, plant and equipment (Note 6)
6,594,399
6,601,742
Exploration and evaluation assets (Note 7)
1
1
6,823,275
6,932,340
TOTAL ASSETS
11,781,625
12,714,764
LIABILITIES
Current liabilities
Trade and other payables (Note 11 (a))
424,465
851,158
Current portion of lease liabilities (Note 5)
113,981
100,531
538,446
951,689
Non-current liabilities
Long-term portion of lease liabilities (Note 5)
163,124
277,104
Gold loan payable (Note 8)
8,128,263
5,659,118
8,291,387
5,936,222
Total liabilities
8,829,833
6,887,911
EQUITY
Share capital (Note 10)
141,040,654
141,040,654
Reserves (Note 10)
23,356,523
23,356,523
Deficit
(161,445,385)
(158,570,324)
Total equity
2,951,792
5,826,853
TOTAL EQUITY AND LIABILITIES
11,781,625
12,714,764
Nature of operations (Note 1)
Commitments and contingencies (Note 18)
Subsequent event (Note 20)
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 March 17, 2025.
They are signed on the Company’s behalf by:
/s/Duane Poliquin
/s/ Ria Fitzgerald
Director
Director
Almaden Minerals Ltd.
Consolidated statements of comprehensive loss
(Expressed in Canadian dollars)
Year ended December 31,
2024
2023
(Revised –
Note 19)
2022
(Revised –
Note 19)
Expenses
$
$
$
Professional fees (Note 11(a))
318,619
1,113,336
864,051
Salaries and benefits (Note 11(a))
1,377,903
1,811,073
1,923,952
Travel and promotion
22,529
50,120
107,869
Depreciation (Note 6)
8,671
11,166
14,424
Office and other (Note 11(b))
73,407
182,457
156,686
Amortization of right-of-use assets (Note 5)
101,722
101,722
106,791
Occupancy expenses (Note 5)
40,318
39,858
42,655
Interest expense on lease liabilities (Note 5)
30,565
39,502
47,379
Interest and standby fees on gold loan payable (Note 8)
295,551
290,164
278,948
Listing and filing fees
100,406
193,490
154,505
Insurance
104,456
103,491
96,068
Directors’ fees (Note 11(a))
120,000
140,000
145,000
Share-based payments (Note 10(d) and 11(a))
-
810,150
1,478,100
2,594,147
4,886,529
5,416,428
Other income (loss)
Administrative services fees (Note 11(b))
1,158,054
1,422,347
1,376,428
Interest and other income
218,390
370,741
253,869
Impairment of property, plant and equipment (Note 6)
-
-
(7,441,293)
Impairment of exploration and evaluation assets (Note 7)
(55,374)
(63,823,478)
-
Fair value adjustments on gold loan payable (Note 8)
(1,199,904)
(538,975)
16,103
Unrealized gain (loss) on gold in trust (Note 8)
293,695
132,895
(6,518)
Unrealized foreign exchange gain (loss) on gold loan payable (Note 8)
(600,749)
55,949
(344,786)
Unrealized foreign exchange gain (loss) on gold in trust (Note 8)
114,785
(24,491)
64,920
Unrealized gain on warrant liability (Note 9)
-
102,787
520,503
Gain on debt forgiveness (Note 11(a))
-
-
177,200
Loss on derecognition of gold loan payable (Note 8)
(372,941)
-
-
Foreign exchange gain (loss)
163,130
(49,599)
302,930
(280,914)
(62,351,824)
(5,080,644)
Loss before income taxes
(2,875,061)
(67,238,353)
(10,497,072)
Deferred income tax recovery (expense) (Note 14)
-
3,090,208
(1,341,185)
Net loss for the year
(2,875,061)
(64,148,145)
(11,838,257)
Total comprehensive loss for the year
(2,875,061)
(64,148,145)
(11,838,257)
Basic and diluted net loss per share (Note 12)
(0.02)
(0.47)
(0.09)
The accompanying notes are an integral part of these consolidated financial statements.
Almaden Minerals Ltd.
Consolidated statements of cash flows
(Expressed in Canadian dollars)
Year ended December 31,
2024
2023
(Revised –
Note 19)
2022
(Revised –
Note 19)
$
$
$
Operating activities
Net loss for the year
(2,875,061)
(64,148,145)
(11,838,257)
Items not affecting cash
Deferred income tax (recovery) expense
-
(3,090,208)
1,341,185
Depreciation
8,671
11,166
14,424
Amortization of right-of-use assets
101,722
101,722
106,791
Impairment of property, plant and equipment
-
-
7,441,293
Impairment of exploration and evaluation assets
55,374
63,823,478
-
Interest expenses on lease liability
30,565
39,502
47,379
Interest and standby fees on gold loan payable
295,551
290,164
278,948
Fair value adjustments on gold loan payable
1,199,904
538,975
(16,103)
Unrealized (gain) loss on gold in trust
(293,695)
(132,895)
6,518
Unrealized foreign exchange (gain) loss on gold loan payable
600,749
(55,949)
344,786
Unrealized foreign exchange (gain) loss on gold in trust
(114,785)
24,491
(64,920)
Unrealized gain on warrant liability
-
(102,787)
(520,503)
Loss on derecognition of gold loan payable
372,941
-
-
Share-based payments
-
810,150
1,478,100
Changes in non-cash working capital components
Accounts receivable and prepaid expenses
142,321
(194,169)
(103,833)
Trade and other payables
(426,693)
601,499
(169,206)
Net cash used in operating activities
(902,436)
(1,483,006)
(1,653,398)
Investing activities
Property, plant and equipment – purchase
(1,328)
(2,037)
(47,056)
Exploration and evaluation assets – costs
(55,374)
(799,253)
(1,681,790)
Net cash used in investing activities
(56,702)
(801,290)
(1,728,846)
Financing activities
Repayment of lease liabilities
(131,095)
(127,797)
(130,056)
Net cash used in financing activities
(131,095)
(127,797)
(130,056)
Change in cash and cash equivalents
(1,090,233)
(2,412,093)
(3,512,300)
Cash and cash equivalents, beginning of year
4,245,983
6,658,076
10,170,376
Cash and cash equivalents, end of year
3,155,750
4,245,983
6,658,076
Supplemental cash flow information (Note 13)
The accompanying notes are an integral part of these consolidated financial statements.
Almaden Minerals Ltd.
Consolidated statements of changes in equity
(Expressed in Canadian dollars)
Share capital
Reserves
Number of
shares
Amount
Share-based
payments
Warrants
Total
reserves
Deficit
Total
$
$
$
$
$
$
Balance, January 1, 2022 (Revised – Note 19)
137,221,408
141,040,654
20,352,305
715,968
21,068,273
(82,583,922)
79,525,005
Share-based payments
-
-
1,478,100
-
1,478,100
-
1,478,100
Total comprehensive loss for the year (Revised – Note 19)
-
-
-
-
-
(11,838,257)
(11,838,257)
Balance, December 31, 2022
137,221,408
141,040,654
21,830,405
715,968
22,546,373
(94,422,179)
69,164,848
Share-based payments
-
-
810,150
-
810,150
-
810,150
Total comprehensive loss for the year (Revised – Note 19)
-
-
-
-
-
(64,148,145)
(64,148,145)
Balance, December 31, 2023
137,221,408
141,040,654
22,640,555
715,968
23,356,523
(158,570,324)
5,826,853
Total comprehensive loss for the year
-
-
-
-
-
(2,875,061)
(2,875,061)
Balance, December 31, 2024
137,221,408
141,040,654
22,640,555
715,968
23,356,523
(161,445,385)
2,951,792
The accompanying notes are an integral part of these consolidated financial statements.
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
6
1.
Nature of operations
Almaden Minerals Ltd. (the “Company” or “Almaden”) was formed by amalgamation under the laws
of the Province of British Columbia, Canada on February 1, 2002. The Company is an exploration
stage public company that is engaged directly in the exploration and development of exploration
and evaluation property in Mexico. The Company’s shares are trade on the TSX Exchange under
the symbol “AMM”. The address of the Company’s registered office is Suite 1710 –1177 West
Hastings Street, Vancouver, BC, Canada V6E 2L3.
The Company is in the business of exploring and developing mineral projects and its principal asset
is the Ixtaca precious metals project located on its Tuligtic claim in Mexico. The Company has not
yet determined whether this project has economically recoverable mineral reserves. The
recoverability of amounts shown for mineral properties is dependent upon the establishment of a
sufficient quantity of economically recoverable reserves, the ability of the Company to obtain the
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. As discussed in Note 7, title to the Company’s project was revoked by the
Mexican government.
These consolidated financial statements were prepared on a “going concern” basis, which assumes
that the Company will be able to realize its assets and discharge its liabilities in the normal course
of business. As of December 31, 2024, the Company had a working capital surplus of $4,419,904
(2023 – $4,830,735). The Company does not currently hold any revenue-generating properties and
therefore continues to incur losses. The Company incurred a net loss for the year ended December
31, 2024, of $2,875,061 (2023 – $64,148,145 – Revised – Note 19; 2022 – $11,838,257 – Revised
– Note 19) and negative cash flows from operations of $902,436 for the year ended December 31,
2024 (2023 – $1,483,006; 2022 – $1,653,398). As at December 31, 2024, the Company had an
accumulated deficit of $161,445,385 (2023 – $158,570,324 – Revised – Note 19). The Company’s
ability to continue as a going concern is dependent upon its ability in the future to achieve profitable
operations and in the meantime, to obtain the necessary financing to repay its liabilities when they
become due. Management estimates that there is sufficient working capital to sustain operations
for the next twelve months. External financing will be sought to finance the operations of the
Company and enable the Company to continue its efforts towards the exploration and development
of its mineral properties. There can be no assurance that steps management is taking will be
successful. These consolidated financial statements do not include adjustments to the amounts
and classification of assets and liabilities that might be necessary should the Company be unable
to continue as a going concern and such adjustments could be material.
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 Accounting standards as issued by the International Accounting Standards Board (“IASB”).
(b) Basis of preparation
These consolidated financial statements have been prepared on a historical cost basis except for
the revaluation of certain financial assets and financial liabilities at fair value through profit or loss.
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
7
2.
Basis of presentation (Continued)
(b) Basis of preparation (Continued)
In addition, these financial statements have been prepared using the accrual basis 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, 2024.
(c)
Functional currency
The functional and reporting currency of the Company and its subsidiaries is the Canadian dollar.
(d) Significant accounting judgments and estimates
The preparation of these consolidated financial statements requires management to make
judgments and estimates that affect the reported amounts of assets and liabilities at the date of the
consolidated financial statements and reported amounts of expenses during the reporting period.
Actual outcomes could differ from these judgments and estimates. The consolidated financial
statements include judgments and estimates which, by their nature, are uncertain. The impacts of
such judgments 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 judgments and estimates that
management has made at the statement of financial position dates, that could result in a material
adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ
from assumptions made, relate to, but are not limited to, the following:
Critical Judgments
Functional Currency
o
The analysis of the functional currency for each entity of the Company determined by
conducting an analysis of the consideration factors identified in IAS 21, “The Effect of
Changes in Foreign Exchange Rates”. In concluding that the Canadian dollar is the
functional currency of the parent and its subsidiary companies, management
considered the currency that mainly influences the cost of providing goods and
services in each jurisdiction in which the Company operates. As no single currency
was clearly dominant, the Company also considered secondary indicators including
the currency in which funds from financing activities are denominated and the currency
in which funds are retained.
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
8
2.
Basis of presentation (Continued)
(d) Significant accounting judgments and estimates (Continued)
Going Concern
o
Management makes an assessment about the Company’s ability to continue as a
going concern by taking into the account the consideration of the various factors
discussed in Note 1. Judgment is applied by management in determining whether or
not the elements giving rise to factors that cause doubt about the ability of the
Company to continue as a going concern are present.
Estimates
o
The estimated useful lives of property, plant and equipment which are included in the
consolidated statements of financial position and the related depreciation included in
profit or loss;
o
The Company uses the Black-Scholes option pricing model to determine the fair value
of options, warrants, and derivative financial liabilities in order to calculate share-based
payments expense, warrant liability 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;
o
The provision for income taxes which is included in profit or loss and the composition
of deferred income tax liability included in the consolidated statement of financial
position and the evaluation of the recoverability of deferred tax assets based on an
assessment of the Company’s ability to utilize the underlying future tax deductions
against future taxable income prior to expiry of those deductions;
o
The assessment of indications of impairment of property plant and equipment and
related determination of the net realizable value and write-down of those assets where
applicable (Note 3(f)); and
o
The estimated incremental borrowing rate used to calculate the lease liabilities.
3.
Material accounting policies
(a) Basis of consolidation
These consolidated financial statements include the accounts of the Company and its wholly-
owned subsidiaries as follows:
Jurisdiction
Nature of operations
Puebla Holdings Inc.
Canada
Holding company
Minera Gorrion, S.A. de C.V.
Mexico
Exploration company
Control exists when the Company has the power, directly or indirectly, to govern the financial and
operating policies of an entity so as to obtain benefits from its activities. Inter-company balances
and transactions, including unrealized income and expenses arising from inter-company
transactions, are eliminated in preparing these consolidated financial statements.
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
9
3.
Material accounting policies (Continued)
(b) Foreign currencies
Transactions in currencies other than the functional currency are recorded at the rates of exchange
prevailing on the transaction dates. 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 of the statement of financial position. Non-monetary items that are measured in terms of
historical cost in a foreign currency are not retranslated.
(c) Financial instruments
A financial asset is classified as 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 asset is managed
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. The Company's financial assets consist
primarily of cash and cash equivalents, and accounts receivable and are classified at amortized
cost.
Financial liabilities comprise the Company’s trade and other payables. Financial liabilities are
initially recognized on the date they are originated and are derecognized when the contractual
obligations are discharged or cancelled or expire. Trade and other payables 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. Gold loan payable is classified as FVTPL. Fair
value is determined based on the market price of gold plus accrued interest.
(i) Impairment of financial assets
An ‘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
and cash equivalents, and accounts receivable.
(ii) Embedded derivatives
Derivatives may be embedded in other financial instruments (the “host instrument”). Embedded
derivatives are treated as separate derivatives when their economic characteristics and risks are
not clearly and closely related to those of the host instrument, the terms of the embedded derivative
are the same as those of a stand-alone derivative, and the combined contract is not held for trading
or designated at fair value. These embedded derivatives are measured at fair value with
subsequent changes recognized in profit or loss.
The Company issued warrants exercisable in a currency other than the Company’s functional
currency and as a result, the warrants are derivative financial instruments.
Derivative financial instruments are initially recognized at fair value and subsequently measured at
fair value with changes in fair value recognized in profit or loss. Transaction costs are recognized
in profit or loss as incurred.
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
10
3. Material accounting policies (Continued)
(d) Cash and cash equivalents
Cash equivalents include term deposits and money market instruments which are readily
convertible into cash or have maturities at the date of purchase of less than ninety days.
(e) Property, plant and equipment
Property, 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:
Furniture, fixtures and other
20%
Computer hardware and software
30%
Geological library
20%
Field equipment
20%
Mill equipment
Straight line over mine life (11 years)
(f)
Exploration and evaluation assets
The 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 costs against 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 exclusive to geological, geophysical studies, annual
mining taxes, exploratory drilling and sampling. At such time as commercial production
commences, these costs will be charged to profit or loss on a unit-of-production method based on
proven and probable reserves. The aggregate costs related to abandoned mineral claims are
charged to profit or loss at the time of any abandonment or when it has been determined that there
is evidence of an impairment.
The Company considers the following facts and circumstances in determining if it should test
exploration and evaluation assets for impairment:
(i)
the period for which the Company has the right to explore in the specific area 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 of mineral 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 to be
recovered in full from successful development or by sale.
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
11
3.
Material accounting policies (Continued)
(f)
Exploration and evaluation assets (Continued)
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 are
expensed 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.
The Company recognizes in profit or loss costs recovered on exploration and evaluation assets
when amounts received or receivable are in excess of the carrying amount.
Once the technical feasibility and commercial viability of the extraction of mineral resources in an
area of interest are demonstrable, exploration and evaluation assets attributable to that 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 potential impairment 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 cash generating unit to which the asset belongs.
An asset’s recoverable amount is the higher of fair value less costs of disposal and 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
and the 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 generating unit is estimated to be less than its
carrying amount, the carrying amount is reduced to the recoverable amount by way of recording
an impairment charge to profit or loss. Where an impairment subsequently reverses, the carrying
amount is increased to the revised estimate of recoverable amount but only to the extent that this
does not exceed the carrying value that would have been determined if no impairment had
previously been recognized.
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
12
3.
Material accounting policies (Continued)
(h) Income taxes
Income 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.
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 recognized for 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 is no longer probable that the related tax benefit will be realized.
(i)
Share-based payments
The 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 employee for 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 upon which 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
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
13
3.
Material accounting policies (Continued)
(i)
Share-based payments (Continued)
payments are measured at the fair value of goods or services received.
(j)
Share capital
Proceeds 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 of issuance. 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 announcement date of the unit offering and any residual remaining is
allocated to common share purchase warrants.
Certain of the Company’s warrants were exercisable in a currency other than the functional
currency of the Company. As a result, the fair value allocated to the warrant was recorded as a
derivative financial liability with residual value being attributed to the equity unit. The fair value of
the warrant was determined using the Black-Scholes Option Pricing Model and was marked to
market at the end of each period. Upon exercise of the warrant, the fair value of the warrant at the
date of exercise was transferred to share capital.
(k) Reclamation and closure cost obligations
Decommissioning and restoration provisions are recorded when a present legal or constructive
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, and a 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
current market discount rates and liability risks. When some or all of 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 reclamation and remediation becomes the
responsibility of the optionee.
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
14
3.
Material accounting policies (Continued)
(l)
Net loss per share
The Company presents the basic and diluted net loss per share data for its common shares,
calculated by dividing the loss attributable to common shareholders of the Company by the
weighted average number of common shares outstanding during the period. Diluted net loss per
share is determined by adjusting the net loss attributable to common shareholders and the
weighted average number of common shares outstanding for the effects of all dilutive potential
common shares (Note 12).
(m) Leases
At 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 reassessment of a contract
that contains a lease component, the Company allocates the consideration 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 is
comprised 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
commencement date 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 payments that depend on an index or a rate, initially measured using the
index
or rate as at the commencement date;
•
amounts expected to be payable under a residual value guarantee;
•
exercise prices of purchase options if the Company is reasonably certain to exercise that
option; and
•
payments of penalties for terminating the lease, if the lease term reflects the lessee
exercising an option to terminate the lease.
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
15
3.
Material accounting policies (Continued)
(m) Leases (Continued)
The lease liability is measured at amortized cost using the effective interest method. It is
remeasured when there is a change in future lease payments arising from a change in an index or
rate, or if there is a change in the estimate or assessment of the expected amount payable under
a residual value guarantee, purchase, extension or termination option. Variable lease payments
not included in the initial measurement of the lease liability 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 of 12 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.
(n) New accounting standards adopted
In October 2023, the IASB issued amendments to IAS 1, Presentation of Financial Statements –
Classification of Liabilities as Current or Non-Current and Noncurrent Liabilities with Covenants.
These amendments increase the disclosure required to enable users of financial statements to
understand the risk that non-current liabilities with covenants could become repayable within 12
months. The amendments are effective January 1, 2024, with early adoption permitted.
Retrospective application is required on adoption. The Company determined that these
amendments didn’t have a material effect on its consolidated financial statements.
(o) New standards issued and not yet effective
The following new standards, amendments to standards and interpretations have been issued but
are not effective during the year ended December 31, 2024.
On April 9, 2024, the IASB issued a new standard – IFRS 18, “Presentation and Disclosure in
Financial Statements” with a focus on updates to the statement of profit or loss. The key new
concepts introduced in IFRS 18 relate to:
•
the structure of the statement of profit or loss;
•
required disclosures in the financial statements for certain profit or loss performance
measures that are reported outside an entity’s financial statements (that is, management-
defined performance measures); and
•
enhanced principles on aggregation and disaggregation which apply to the primary
financial statements and notes in general.
IFRS 18 will replace IAS 1; many of the other existing principles in IAS 1 are retained, with limited
changes. IFRS 18 will apply for reporting periods beginning on or after January 1, 2027 and also
applies to comparative information. Adoption of IFRS 18 will not impact the recognition or
measurement of items in the financial statements, but it might change what an entity reports as its
‘operating profit or loss’. The Company is currently assessing the impact the new standard will have
on its financial statements.
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
16
4.
Accounts receivable and prepaid expenses
Accounts receivable and prepaid expenses consist of the following:
December 31,
December 31,
2024
2023
Accounts receivable (Note 11(b))
$ 239,265
$ 389,895
Prepaid expenses
72,054
63,745
$ 311,319
$ 453,640
At December 31, 2024, the Company has recorded value added taxes of $53,883 (2023 - $164,189)
included in exploration and evaluation assets, as the value added tax relates to the Tuligtic project
and is expected to be recovered when the asset is sold (Note 7).
5.
Right-of-use assets and lease liabilities
The Company has lease agreements for its headquarter office space in Vancouver, B.C.
One lease containing an extension option exercisable only by the Company was exercised on
November 22, 2021. The lease was therefore extended from March 31, 2022 to March 31, 2027.
The Company reassessed this significant event as a lease modification and has estimated that the
potential future lease payments under the extended lease term would result in an increase in lease
liability by $508,799.
The continuity of lease liabilities for the years ended December 31, 2024 and 2023 are as follows:
December 31,
2024
December 31,
2023
Opening balance
$ 377,635
$ 465,930
Less: lease payments
(131,095)
(127,797)
Interest expense
30,565
39,502
277,105
377,635
Less: current portion of lease liabilities
(113,981)
(100,531)
Long-term portion of lease liabilities
$ 163,124
$ 277,104
The Company entered into a sublease arrangement with a third party to lease an office unit from
May 1, 2021 to March 31, 2022 under the same terms of the Company’s lease. The Company
remains beholden to the obligations set out in its lease dated October 31, 2018. The rental income
during the year ended December 31, 2024 (2023 - $Nil; 2022 - $8,508) from this operating sublease
was $Nil and is recorded in interest and other income.
The continuity of ROU assets for the years ended December 31, 2024 and 2023 are as follows:
December 31,
2024
December 31,
2023
Opening balance
$ 330,597
$ 432,319
Less: amortization of ROU assets
(101,722)
(101,722)
$ 228,875
$ 330,597
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
17
5.
Right-of-use assets and lease liabilities (Continued)
During the year ended December 31, 2024, the Company recognized occupancy expenses of
$40,318 (2023 - $39,858; 2022 - $42,655) related to short term leases.
As at December 31, 2024, the remaining payments for the operating lease are due as follows:
2025
2026
2027
2028
2029
Total
Office lease
$173,970
$177,268
$44,523
-
-
$395,761
6.
Property, plant and equipment
Furniture
and fixtures
and other
Computer
hardware
Computer
software
Geological
library
Field
equipment
Mill
equipment
Total
$
$
$
$
$
$
$
Cost
December 31, 2023
160,941
271,807
198,981
51,760
245,647
6,568,841
7,497,977
Additions
-
1,328
-
-
-
-
1,328
December 31, 2024
160,941
273,135
198,981
51,760
245,647
6,568,841
7,499,305
Accumulated depreciation
December 31, 2023
154,426
257,507
194,191
51,132
238,979
-
896,235
Depreciation
1,303
4,472
1,437
125
1,334
-
8,671
December 31, 2024
155,729
261,979
195,628
51,257
240,313
-
904,906
Carrying amounts
December 31, 2023
6,515
14,300
4,790
628
6,668
6,568,841
6,601,742
December 31, 2024
5,212
11,156
3,353
503
5,334
6,568,841
6,594,399
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
18
6.
Property, plant and equipment (Continued)
As at December 31, 2022, the Company recorded an impairment of $7,441,293 on mill equipment
to its recoverable amount due to the delay in receiving development permit and the lack of available
for use in Mexico.
Furniture
and fixtures
and other
Computer
hardware
Computer
software
Geological
library
Field
equipment
Mill
equipment
Total
$
$
$
$
$
$
$
Cost
December 31, 2022
159,171
271,540
198,981
51,760
245,647
6,568,841
7,495,940
Additions
1,770
267
-
-
-
-
2,037
December 31, 2023
160,941
271,807
198,981
51,760
245,647
6,568,841
7,497,977
Accumulated depreciation
December 31, 2022
153,203
251,441
192,138
50,975
237,312
-
885,069
Depreciation
1,223
6,066
2,053
157
1,667
-
11,166
December 31, 2023
154,426
257,507
194,191
51,132
238,979
-
896,235
Carrying amounts
December 31, 2022
5,968
20,099
6,843
785
8,335
6,568,841
6,610,871
December 31, 2023
6,515
14,300
4,790
628
6,668
6,568,841
6,601,742
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
19
7.
Exploration and evaluation assets
Tuligtic
Exploration and evaluation assets
$
Acquisition costs:
Opening balance - (December 31, 2023)
1
Additions
-
Impairment of acquisition costs
-
Closing balance - (December 31, 2024)
1
Deferred exploration costs:
Opening balance - (December 31, 2023)
-
Costs incurred during the year
Professional/technical fees
154,246
Geochemical, metallurgy
-
Travel and accommodation
35,931
Geology, geophysics and exploration
-
Supplies and miscellaneous
78,709
Environmental and permit
35,391
Value-added tax (Note 4)
53,883
Refund - Value-added tax
(302,786)
Impairment of deferred exploration cost
(55,374)
Total deferred exploration costs during the year
-
Closing balance - (December 31, 2024)
-
Total exploration and evaluation assets
1
During the year ended December 31, 2024, the Company recorded an impairment of acquisition
cost of $Nil (2023 - $11,308,720; 2022 - $Nil) and deferred exploration costs of $55,374 (2023 -
$52,514,758; 2022 - $Nil) with respect to Tuligtic property due to the Mexican government’s action
to revoke the Company’s mineral concession title and to prevent any further exploration and
development plans on 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 potential for problems arising from the
frequently ambiguous conveyancing history characteristic of many mineral claims.
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
20
7.
Exploration and evaluation assets (Continued)
Tuligtic
Exploration and evaluation assets
$
Acquisition costs:
Opening balance - (December 31, 2022)
11,308,721
Additions
-
Impairment of acquisition costs
(11,308,720)
Closing balance - (December 31, 2023)
1
Deferred exploration costs:
Opening balance - (December 31, 2022)
51,806,355
Costs incurred during the year
Professional/technical fees
159,031
Geochemical, metallurgy
1,022
Travel and accommodation
70,324
Geology, geophysics and exploration
172,455
Supplies and miscellaneous
318,047
Environmental and permit
384,421
Value-added tax (Note 4)
164,189
Refund - Value-added tax
(561,086)
Impairment of deferred exploration cost
(52,514,758)
Total deferred exploration costs during the year
(51,806,355)
Closing balance - (December 31, 2023)
-
Total exploration and evaluation assets
1
The following is a description of the Company’s most significant property interests:
(a)
Tuligtic
The Tuligtic property consisted of two mineral concessions which the Company applied for in 2002
and 2008. The mineral concessions were granted in 2003 and 2009, respectively (“the
“Concessions”). The Company held a 100% interest in the Concessions subject to a 2.0% NSR
royalty held by Almadex Minerals Ltd (‘’Almadex”). The Concessions covered approximately
14,000 Ha, including certain endowed lands of the Ejido Tecoltemi, which comprise approximately
330 Ha. The Concessions are located in Puebla, Mexico and underpinned the discovery made by
the Company in 2010, referred to as “Ixtaca”.
In 2015, the Ejido Tecoltemi initiated a lawsuit against the Mexican government (President,
Congress, Ministry of Economy, Directorate of Mines, Mining Registry Office) asserting that the
Mexican mining law is unconstitutional because it fails to include provisions requiring consultation
of indigenous communities before granting mineral titles. This lawsuit ultimately came before
Mexico’s Supreme Court (“SCJN”), and in early 2022, the SCJN ruled that the Mexican mineral title
law is constitutional, but that the Ministry of Economy (“Economia”) should have provided for a
consultation procedure with relevant indigenous communities prior to issuing the Concessions to
the Company. The SCJN ordered Economia to declare the Concessions ineffective - to revert them
to application status - and to conduct indigenous consultation prior to re-issuing them.
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
21
7.
Exploration and evaluation assets (Continued)
(a)
Tuligtic (continued)
In July, 2022 the Company announced that Economia notified Almaden that the Concessions were
“ineffective”. The Company understood that the mineral title had reverted to application status, and
that these applications preserved the mineral rights for Almaden but did not allow the Company to
engage in exploration, until such time as Economia completed its court-ordered process to properly
issue the Concessions after conducting indigenous consultation in the area covered by the mineral
title applications.
However, on February 22, 2023, Economia made a submission to Mexican courts seeking to deny
the two mineral title applications which were first made by Almaden in 2002 and 2008 (the
“Submission”). The Submission claimed that the applications contain technical faults, despite
Economia’s previous statements to the contrary and its acceptance of the mineral title applications
and grant of the Concessions in 2003 and 2009.
This Submission has been reviewed by the Mexican district and appeals courts, which have ruled
that the Submission complies with the SCJN ruling. However, the appeals court’s ruling did not
address the validity of the Submission and therefore safeguarded the Company’s right to challenge
the substance and legality of the Submission through the Mexican Federal Administrative Court
(“TFJA”), which the Company has done.
The TFJA has granted a definitive injunction to Almaden’s Mexican subsidiary, Minera Gorrión
(“MG”), which prevents Economia from releasing the mineral rights covered by the Company’s
mineral title applications to third parties while the TFJA trial regarding the substance and legality of
the Submission continues.
During the year ended December 31, 2024, the Company submitted a claim for arbitration under
the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP) (Note 18).
As part of this process, the Company withdrew its legal challenge in Mexican courts to focus on
the arbitration proceedings.
(c) Other
Expenditures incurred by the Company in Mexico are subject to Mexican Value added tax (“VAT”).
The VAT is included in exploration and evaluation assets as incurred. Under Mexican law, VAT
paid can be used in the future to offset amounts resulting from VAT charged on sales. Under
certain circumstances and subject to approval from tax authorities, A Company can also apply for
an early refund of VAT prior to generating sales. During 2024, the Company received a VAT
recovery of $302,786 (2023 - 561,086; $2022 - $396,209) and other income of $83,660 (2023 -
$173,876; 2022 - $139,313) related to a VAT refund from prior years which is recorded in interest
and other income.
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
22
8.
Gold loan payable and gold in trust
The Company has entered into a secured gold loan agreement (“Gold Loan”) with 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 May 14, 2019 was USD$2,072,060 or
$2,790,858.
Under the terms of the Gold Loan, the Company will be entitled to draw-down the gold in minimum
400 ounce tranches. 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 maturity date for the Gold Loan was 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’s Ixtaca gold-silver project located in Puebla State, Mexico (the “Ixtaca
Project”) enters into commercial production during the Term, requiring the Company to deliver 100
gold ounces per month to the Lender. In addition, the Company has 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 of the Share
on the Toronto Stock Exchange or an equivalent.
The annual interest rate of the Gold Loan is 10% of the loan value at drawdown date, 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 applied
to any undrawn amount on the Gold Loan.
In addition, the Company 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 cover the administrative costs of setting up the credit facility. These warrants
were valued at $50,000 using the Black-Scholes option-pricing model with the following
assumptions: 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 is certain 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 value at inception and is subsequently measured at fair value
through profit or loss plus accrued interest at 10% per annum. Fair value is based on market price
of gold at the end of each reporting period.
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
23
8.
Gold loan payable and gold in trust (Continued)
On March 12, 2024, the Company formally notified the Lender to extend the maturity date of the
Gold Loan from March 31, 2024 to March 31, 2026.
On June 26, 2024, the Gold Loan was amended by both the Borrower and the Company in
connection with its Ixtaca Project and to extend the maturity date from March 31, 2026 to March
31, 2030. The amendment resulted in a substantial modification of the Gold Loan; accordingly the
Company derecognized the existing liability and recognized the new liability at fair value, resulting
in a loss on substantial modification of $372,941.
Upon maturity date, at the discretion of the Lender, Almadex still has the right to convert the Loan
Value into Shares at the same conversion rate. However, the maximum number of Shares issuable
is at 13,722,000 Shares. If any additional payments are required, the balance of the Loan Value
shall be paid by gold bullion.
The continuity of gold loan payable are as follows (Revised – Note 19):
At December 31, 2024, Almaden has 397 ounces (397 ounces at December 31, 2023) of gold
bullion on its account at a fair value of $1,491,281 ($1,082,801 at December 31, 2023).
The continuity of gold in trust are as follows:
December 31, 2024
December 31, 2023
Ounces
$
Ounces
$
Gold in trust, opening balance
397
1,082,801
397
974,397
Change in fair value through profit & loss
-
293,695
-
132,895
Foreign exchange difference
-
114,785
-
(24,491)
397
1,491,281
397
1,082,801
December 31,
2024
December 31,
2023
Gold loan payable – opening balance
5,659,118
4,885,928
Interest and standby fees expense
295,551
290,164
Fair value adjustments
1,199,904
538,975
Loss on derecognition
372,941
-
Foreign exchange difference
600,749
(55,949)
Gold loan payable – closing balance
8,128,263
5,659,118
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
24
9. Warrant liability
In connection with the registered direct offering private placement completed during the year ended
December 31, 2021, the Company issued a total of 7,923,077 warrants exercisable at US$0.80 per
share. The fair value of these warrants on issuance was $2,371,174, valued using the Black-
Scholes option-pricing model with the following assumptions:
Risk-free interest rate
0.53%
Expected life of warrants
3.00 years
Expected annualized volatility
72.42%
Dividend
Nil
Forfeiture rate
0%
The fair value is recorded as a derivative financial liability as these warrants are exercisable in US
dollars, differing from the Company’s functional currency. The change in fair value resulted in an
unrealized gain of $Nil (December 31, 2023 - $102,787) and is recognized in the consolidated
statements of comprehensive loss for the year ended December 31, 2024. The fair value warrants
were re-valued at period end using the Black-Scholes option-pricing model with the following
assumptions:
December 31, 2024
December 31, 2023
Risk-free interest rate
-
3.91%
Expected life of warrants
-
0.21 years
Expected annualized volatility
-
36.25%
Dividend
-
Nil
Forfeiture rate
-
0%
The warrants expired on March 18, 2024.
10.
Share capital and reserves
(a)
Authorized share capital
At December 31, 2024, the authorized share capital comprised an unlimited number of common
shares. The common shares do not have a par value. All issued shares are fully paid.
(b) Details of other issues of common shares in 2024, 2023 and 2022
There was no share issuances during the years-ended December 31, 2024, 2023 and 2022.
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
25
10.
Share capital and reserves (Continued)
(c)
Warrants
The continuity of warrants for the years ended December 31, 2024, 2023 and 2022 are as follows:
Exercise December 31,
December 31,
Expiry date
price
2023
Issued Exercised
Expired
2024
March 18, 2024
USD$0.80
7,923,077
-
- (7,923,077)
-
March 18, 2024
USD$0.80
435,769
-
-
(435,769)
-
May 14, 2024
$1.50
500,000
-
-
(500,000)
-
Warrants outstanding
and exercisable
8,858,846
-
- (8,858,846)
-
Weighted average
exercise price
$ 1.08
-
-
$ 1.08
-
The weighted average remaining life of warrants outstanding at December 31, 2024 was nil years
(2023 – 0.22 years).
Exercise December 31,
December 31,
Expiry date
price
2022
Issued Exercised
Expired
2023
March 27, 2023
$0.50
5,489,658
-
- (5,489,658)
-
August 6, 2023
$0.90
3,100,000
-
- (3,100,000)
-
March 18, 2024
USD$0.80
7,923,077
-
-
-
7,923,077
March 18, 2024
USD$0.80
435,769
-
-
-
435,769
May 14, 2024
$1.50
500,000
-
-
-
500,000
Warrants outstanding
and exercisable
17,448,504
-
- (8,589,658)
8,858,846
Weighted average
exercise price
$ 0.88
-
-
$ 0.64
$ 1.08
The weighted average remaining life of warrants outstanding at December 31, 2023 was 0.22 years
(2022 – 0.80 years).
Exercise December 31,
December 31,
Expiry date
price
2021
Issued Exercised
Expired
2022
June 7, 2022
$1.35
4,720,000
-
- (4,720,000)
-
March 27, 2023
$0.50
5,489,658
-
-
-
5,489,658
August 6, 2023
$0.90
3,100,000
-
-
-
3,100,000
March 18, 2024
USD$0.80
7,923,077
-
-
-
7,923,077
March 18, 2024
USD$0.80
435,769
-
-
-
435,769
May 14, 2024
$1.50
500,000
-
-
-
500,000
Warrants outstanding
and exercisable
22,168,504
-
- (4,720,000)
17,448,504
Weighted average
exercise price
$ 0.95
-
-
$ 1.35
$ 0.88
The weighted average remaining life of warrants outstanding at December 31, 2022 was 0.80 years
(2021 – 1.51 years).
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
26
10.
Share capital and reserves (Continued)
(d) Share purchase option compensation plan
The 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 issued and outstanding common shares in any
twelve month period. At December 31, 2024, the Company had reserved 2,057,141 stock options
that 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 the
option (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 being exercisable in any three month period. All options granted if any,
during the years ended December 31, 2024, 2023 and 2022 vested on the grant date.
The Company’s stock option plan permits the option holder to exercise cashless by surrendering a
portion of the underlying option shares to pay for the exercise price and the corresponding
withholding taxes, if applicable.
The continuity of stock options for the years ended December 31, 2024, 2023 and 2022 are as
follows:
The weighted average remaining life of stock options outstanding at December 31, 2024 was 2.97
years (2023 – 3.96 years).
Expiry date
Exercise
price
December 31,
2023
Granted
Exercised
Forfeited
December 31,
2024
March 7, 2027
$ 0.38
1,125,000
-
-
(125,000)
1,000,000
June 10, 2027
$ 0.33
3,640,000
-
-
(265,000)
3,375,000
October 4, 2027
$ 0.30
755,000
-
-
-
755,000
December 16, 2027
$ 0.33
855,000
-
-
-
855,000
February 14, 2028
$ 0.30
600,000
-
-
-
600,000
April 3, 2028
$ 0.26
1,975,000
-
-
(400,000)
1,575,000
July 10, 2028
$ 0.16
2,520,000
-
-
(50,000)
2,470,000
September 19, 2028
$ 0.18
1,035,000
-
-
-
1,035,000
Options outstanding
and exercisable
12,505,000
-
-
(840,000)
11,665,000
Weighted average
exercise price
$ 0.27
-
-
$ 0.29
$ 0.27
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
27
10.
Share capital and reserves (Continued)
(d) Share purchase option compensation plan (Continued)
The weighted average remaining life of stock options outstanding at December 31, 2023 was 3.96
years (2022 – 2.53 years).
Expiry date
Exercise
price
December 31,
2022
Granted
Exercised
Expired
December 31,
2023
February 9, 2023
$ 0.97
350,000
-
-
(350,000)
-
March 3, 2023
$ 0.96
250,000
-
-
(250,000)
-
March 31, 2023
$ 0.68
1,975,000
-
-
(1,975,000)
-
May 8, 2023
$ 0.69
100,000
-
-
(100,000)
-
May 28, 2023
$ 0.65
100,000
-
-
(100,000)
-
July 8, 2023
$ 0.62
2,420,000
-
-
(2,420,000)
-
September 18, 2023
$ 0.51
960,000
-
-
(960,000)
-
March 7, 2027
$ 0.38
1,125,000
-
-
-
1,125,000
June 10, 2027
$ 0.33
3,640,000
-
-
-
3,640,000
October 4, 2027
$ 0.30
755,000
-
-
-
755,000
December 16, 2027
$ 0.33
855,000
-
-
-
855,000
February 14, 2028
$ 0.30
-
600,000
-
-
600,000
April 3, 2028
$ 0.26
-
1,975,000
-
-
1,975,000
July 10, 2028
$ 0.16
-
2,520,000
-
-
2,520,000
September 19, 2028
$ 0.18
-
1,035,000
-
-
1,035,000
Options outstanding
and exercisable
12,530,000
6,130,000
-
(6,155,000)
12,505,000
Weighted average
exercise price
$ 0.49
$ 0.21
-
$ 0.66
$ 0.27
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
28
10.
Share capital and reserves (Continued)
(d) Share purchase option compensation plan (Continued)
The weighted average remaining life of stock options outstanding at December 31, 2022 was 2.53
years (2021 – 0.98 years).
The fair value of options granted during the years ended December 31, 2023 and 2022, calculated
using the Black-Scholes option-pricing model at grant date, are as follows:
Number
of options
Date of grant
Fair value
per share
Risk free
interest
rate
Expected
life
(in years)
Expected
volatility
Expected
dividends
1,035,000
September 19, 2023
$0.10
3.96%
5
71.15%
$Nil
2,520,000
July 10, 2023
$0.12
3.81%
5
70.98%
$Nil
1,975,000
April 3, 2023
$0.15
2.87%
5
68.52%
$Nil
600,000
February 13, 2023
$0.18
3.43%
5
68.61%
$Nil
855,000
December 16, 2022
$0.19
3.07%
5
66.04%
$Nil
755,000
October 4, 2022
$0.22
3.42%
5
82.02%
$Nil
3,640,000
June 10, 2022
$0.22
3.38%
5
82.61%
$Nil
1,125,000
March 7, 2022
$0.31
1.65%
5
85.37%
$Nil
Expiry date
Exercise
price
December 31,
2021
Granted
Exercised
Expired
December 31,
2022
March 4, 2022
$ 0.47
1,125,000
-
-
(1,125,000)
-
April 30, 2022
$ 0.41
100,000
-
-
(100,000)
-
April 30, 2022
$ 0.58
220,000
-
-
(220,000)
-
May 31, 2022
$ 0.62
600,000
-
-
(600,000)
-
June 9, 2022
$ 0.64
1,980,000
-
-
(1,980,000)
-
October 3, 2022
$ 1.13
860,000
-
-
(860,000)
-
December 15, 2022
$ 0.89
900,000
-
-
(900,000)
-
February 9, 2023
$ 0.97
350,000
-
-
-
350,000
March 3, 2023
$ 0.96
250,000
-
-
-
250,000
March 31, 2023
$ 0.68
1,975,000
-
-
-
1,975,000
May 8, 2023
$ 0.69
100,000
-
-
-
100,000
May 28, 2023
$ 0.65
100,000
-
-
-
100,000
July 8, 2023
$ 0.62
2,470,000
-
-
(50,000)
2,420,000
September 18, 2023
$ 0.51
960,000
-
-
-
960,000
March 7, 2027
$ 0.38
-
1,125,000
-
-
1,125,000
June 10, 2027
$ 0.33
-
3,640,000
-
-
3,640,000
October 4, 2027
$ 0.30
-
755,000
-
-
755,000
December 16, 2027
$ 0.33
-
855,000
-
-
855,000
Options outstanding
and exercisable
11,990,000
6,375,000
-
(5,835,000)
12,530,000
Weighted average
exercise price
$ 0.68
$ 0.34
-
$ 0.71
$ 0.49
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
29
10.
Share capital and reserves (Continued)
(d) Share purchase option compensation plan (Continued)
Total share-based payments expenses as a result of options granted and vested during the year
ended December 31, 2024 was $Nil (2023 - $810,150; 2022 - $1,478,100).
11.
Related party transactions and balances
(a) Compensation of key management personnel
Key management includes members of the Board, the Chair, the President and Chief Executive
Officer, the Chief Financial Officer, the Executive Vice President, and the Vice President, Project
Development. The net aggregate compensation paid or payable to key management for services
after recovery from Azucar Minerals Ltd. (Azucar) and Almadex (Note 11 (b)) is as follows:
December 31,
December 31,
December 31,
2024
2023
2022
Professional fees
$
- $
50,588 $
60,000
Salaries and benefits
271,250
398,307 (2)
484,435 (1)
Share-based payments
-
702,000
1,212,300
Directors’ fees
120,000
140,000
145,000
$
391,250 $
1,290,895 $
1,901,735
(1) As at December 31, 2022, the Company accrued cash bonuses to related parties of $104,263 that is
included in trade and other payables. On September 1, 2022, the Chair agreed to forfeit $177,200 of the
unpaid balance of the deferred salary and recorded as a gain on debt forgiveness on the statement of
comprehensive loss. The new amount owed of $78,800 was paid on December 15, 2022.
(2) As at December 31, 2023, the Company accrued cash bonuses to related parties of $112,894 that is
included in trade and other payables.
(b) Administrative Services Agreements
The Company recovers a portion of rent, office and license 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 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, 2024, the Company received $117,868 (2023 - $75,853; 2022
- $185,068) from Azucar for administrative services fees included in other income and received
$1,040,186 (2023 - $1,346,494; 2022 - $1,191,360) from Almadex for administrative services fees
included in other income.
At December 31, 2024, included in accounts receivable is $29,170 (2023 - $7,005) due from Azucar
and $193,155 (2023 - $369,045) due from Almadex in relation to expense recoveries.
Under the Administrative Services Agreements, the Company is the sole and exclusive manager
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
30
11.
Related party transactions and balances (Continued)
(b) Administrative Services Agreements (Continued)
of Azucar and Almadex that provides general management services, office space, executive
personnel, human resources, geological technical support, accounting and financial services at
cost with no mark-up or additional direct charge. The three companies are considered related
parties though common officers.
(c) Other related party transactions
During the year ended December 31, 2024, the Company employed the Chair’s daughter for a
salary of $41,300 less statutory deductions (2023 - $45,300; 2022 - $48,800) for marketing and
administrative services provided to the Company.
12.
Net loss per share
Basic and diluted net loss per share
The calculation of basic net loss per share for the year ended December 31, 2024 was based on
the loss attributable to common shareholders of $2,875,061 (2023 - $64,148,145 – Revised – Note
19; 2022 - $11,838,257 – Revised – Note 19) and a weighted average number of common shares
outstanding of 137,221,408 (2023 - 137,221,408; 2022 – 137,221,408).
The calculation of diluted net loss per share for the year ended December 31, 2024, 2023 and 2022
did not include the effect of stock options and warrants, as they were considered to be anti-dilutive.
13.
Supplemental cash flow information
Supplemental information regarding non-cash transactions is as follows:
Investing and financing activities
December 31,
2024
December 31,
2023
December 31,
2022
Exploration and evaluation assets
expenditures included in trade and
other payables
-
-
$ 90,850
Supplemental information regarding the split between cash and cash equivalents is as follows:
December 31,
2024
December 31,
2023
Cash
$ 785,180
$ 1,658,863
Term Deposits
2,370,570
2,587,120
$ 3,155,750
$ 4,245,983
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
31
14. Income Taxes
(a) The provision for income taxes differs from the amounts computed by applying the Canadian
statutory rates to the net loss before income taxes due to the following:
(b) The Company’s deferred income tax liability relates to the Mexican income tax and Special Mining
Duty (“SMD”) associated with the Tuligtic project.
The significant components of deferred income tax assets (liabilities) are as follows:
December 31,
2024
December 31,
2023
Deferred tax assets
Exploration and evaluation assets
$ 1,434,880
$ 1,434,880
Deferred tax liabilities
Exploration and evaluation assets
(1,434,880)
(1,434,880)
Net deferred tax liabilities
$ -
$ -
(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,
2024
December 31,
2023
Non-capital loss carry forwards
$ 30,040,477
$ 32,616,394
Capital loss carry forwards
23,360,422
23,360,422
Exploration and evaluation assets
38,752,879
39,102,815
Share issue costs
245,674
551,134
Property, plant and equipment
7,719,565
7,748,032
Donations
32,960
32,960
Investment tax credit
223,873
223,873
$ 100,375,850
$ 103,635,630
December 31,
2024
December 31,
2023 (Revised -
Note 19)
December 31,
2022 (Revised -
Note 19)
Loss before income taxes
$ (2,875,061)
$ (67,238,353)
$ (10,497,072)
Statutory rate
27.00%
27.00%
27.00%
Expected income tax
(776,266)
(18,154,355)
(2,834,209)
Effect of different tax rates in foreign jurisdictions
81,680
(2,005,959)
(83,891)
Non-deductible share-based payments
-
218,741
399,087
Other permanent items
1,192,232
2,627,256
1,835,927
Change in deferred tax assets not recognized
14,075,010
15,403,428
2,471,723
True-ups and other
(14,572,656)
(1,179,319)
(447,452)
Deferred income tax (recovery) expense
$ -
$ (3,090,208)
$ 1,341,185
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
32
14.
Income Taxes (Continued)
At December 31, 2024, the Company had operating loss carry forwards available for tax purposes
in Canada of $29,055,033 (2023 - $27,592,166) which expire between 2032 and 2044 and in
Mexico of $985,444 (2023 - $4,588,699) which expire between 2025 and 2026.
15.
Financial instruments
The fair 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 warrant liability and gold loan payable, the Company does not carry any financial
instruments at FVTPL.
The Company is exposed to certain financial risks, including currency risk, credit risk, liquidity risk,
interest rate risk and commodity and equity price risk.
(a)
Currency risk
The 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 to mitigate the risks.
As at December 31, 2024, 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 dollars
US dollar
Mexican peso
Cash and cash equivalents
$ 2,268,308
$ 56,436
Accounts receivable and prepaid expenses
15,411
319
Gold in trust
1,491,281
-
Total assets
$ 3,775,000
$ 56,755
Trade and other payables
$ 292
$ 5,725
Gold loan payable
8,128,263
-
Total liabilities
$ 8,128,555
$ 5,725
Net assets
$ (4,353,555)
$ 51,030
A 10% change in the US dollar exchange rate relative to the Canadian dollar would change
the Company’s net loss by $435,000.
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
33
15.
Financial instruments (Continued)
(a)
Currency risk (Continued)
A 10% change in the Mexican peso relative to the Canadian dollar would change the
Company’s net loss by $5,000.
(b)
Credit risk
The Company’s cash and cash equivalents are held in large financial institutions, located
in both Canada and Mexico. Cash equivalents mature 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 parties which are subsequently collected.
To mitigate exposure to credit risk on cash and cash equivalents, the Company has
established policies to limit the concentration of credit risk with 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, 2024, the Company’s maximum exposure to credit risk is the carrying
value of its cash and cash equivalents, and accounts receivable.
(c)
Liquidity risk
Liquidity 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. Liquidity risk is considered low as the Company has sufficient cash and cash
equivalent to meet its current liabilities.
Trade and other payables are due within twelve months of the statement of financial
position date.
(d)
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument
will fluctuate because of changes in market interest rates. The Company is exposed to
varying interest rates on cash and cash equivalents. The Company has no debt bearing
variable interest rate.
A 1% change in the interest rate would change the Company’s net loss by $32,000.
(e)
Commodity and equity price risk
The ability of the Company to explore its exploration and evaluation assets and the future
profitability of the Company are directly related to the market price of gold and other
precious metals. The Company monitors gold prices to determine the appropriate course
of action to be taken by the Company. Equity price risk is defined as the potential adverse
impact on the Company’s performance due to movements in individual equity prices or
general movements in the level of the stock market.
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
34
15.
Financial instruments (Continued)
(e)
Commodity and equity price risk (Continued)
A 1% change in the commodity price would change the Company’s net loss by $15,000.
(f)
Classification of financial instruments
IFRS 13 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques
used to measure fair value as follows:
Level 1 – quoted prices (unadjusted) in active markets 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); and
Level 3 – inputs for the asset or liability that are not based on observable market 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 1
Level 2
Level 3
Total
$
$
$
$
Gold loan payable
8,128,263
-
-
8,128,263
16.
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 assets and to maintain a flexible
capital structure which optimizes the costs of capital at an acceptable risk.
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 assets and to maintain a flexible
capital structure which optimizes the costs of capital at an acceptable risk.
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 shares and, 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 expenditures from continuing operations.
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
35
16.
Management of capital (Continued)
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 during the period. The Company has no externally imposed capital
requirements.
17.
Segmented information
The Company operates in one reportable operating segment, being the acquisition and exploration
of mineral resource properties.
The Company’s non-current assets are located in the following geographic locations:
December 31,
2024
December 31,
2023
Canada
$ 253,209
$ 361,967
United States
6,568,840
6,568,840
Mexico
1,226
1,533
$ 6,823,275
$ 6,932,340
18.
Commitments and Contingencies
ICSID Arbitration
During the year ended December 31, 2024, the Company formally commenced international
arbitration proceedings against the United Mexican States (“Mexico”) under the CPTPP, by filing a
Request for Arbitration. Almaden is pursuing this arbitration together with Almadex, on behalf of
themselves and their Mexican subsidiaries. Through a subsidiary, Almadex held a 2% net smelter
return royalty on the Ixtaca project.
The international arbitration claim against Mexico will be prosecuted pursuant to the established
and enforceable legal framework of the International Centre for Settlement of Investment Disputes
(“ICSID”) as Mexico terminated the Company’s mineral concessions. As the arbitration proceeds,
the Company appointed a quantum expert who will prepare a professional damages assessment
for review by the arbitration tribunal.
As arbitration proceedings are in preliminary stages, the Company cannot determine the likelihood
of succeeding in collecting any amount, as such it has not accrued any amounts in the consolidated
financial statements with respect to this claim.
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
36
18. Commitments and Contingencies (Continued)
Litigation management agreement
On June 26, 2024, the Company agreed with Almadex and its Mexican subsidiary to streamline the
management of the arbitration proceedings by entering into a Litigation Management Agreement
(“LMA”). Under the LMA, Almaden will bear the up-front costs of the arbitration and provide overall
direction to the arbitration process for itself and its subsidiaries, as well as Almadex and its
subsidiaries, with certain limitations. Almadex will remain a party to the arbitration and continue in
its cooperation and support of the process.
Should the arbitration proceedings result in an award of damages, the pro rata portion of those
damages, if any, which may be attributable to Almadex from the 2.0% NSR royalty it held on the
Ixtaca project will be determined. Almadex’s award will consist of this pro rata portion, less its pro-
rata share of the costs of pursuing the legal claims, including the financing costs (the “Almadex
Award”). Almadex will compensate Almaden in the amount of 10% of the Almadex Award in
exchange for managing the claim proceedings.
Litigation funding agreement
On June 26, 2024, the Company entered into a litigation funding agreement (the “LFA”) with a
leading legal finance provider (the “Funder”). The LFA provides up to US$9.5 million in non-
recourse funding for the Company to pursue its international arbitration proceedings (the “Claims”)
against Mexico under the CPTPP. This funding is expected to cover all legal, tribunal and external
expert costs of the legal claims, as well as some corporate operating expenses as may be required.
The funding is repayable in the event that a damages award is recovered from Mexico, with such
repayment being a contingent entitlement to those damages.
As at December 31, 2024, cumulative legal and arbitration costs covered by the LFA totaled
US$1,373,960 Should the Claims result in the receipt of a damages award (“Claim Proceeds”), the
Funder shall be entitled to the return of its funding capital outlay, plus a preferred return.
19.
Revisions
During the preparation of the 2024 year end consolidated financial statement, the Company
identified an error in the valuation of the gold loan. The Company identified that the table below
summarizes the revised consolidated financial statements for December 31, 2023 and December
31, 2022:
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
37
19.
Revisions (Continued)
2022
As previously stated
Adjustments
As revised
Consolidated Statements of Financial Position
Gold loan payable
3,929,015
956,913
4,885,928
Derivate liability
306,084
(306,084)
-
Deficit
(93,771,350)
(650,829)
(94,422,179)
Consolidated statements of loss and comprehensive loss
Other items
Gold loan payable adjustments
-
(8,303)
(8,303)
Comprehensive loss for the year
(11,846,560)
8,303
(11,838,257)
Loss per share, basic and diluted
(0.09)
0.00
(0.09)
Consolidated statements of changes in equity
Loss for the year
(11,846,560)
8,303
(11,838,257)
Deficit – December 31, 2021
(81,924,790)
(659,132)
(82,583,922)
Deficit – December 31, 2022
(93,771,350)
(650,829)
(94,422,179)
Total equity
69,815,677
(650,829)
69,164,848
Consolidated statements of cash flows
Operating activities
Loss for the year
(11,846,560)
8,303
(11,838,257
Gold loan payable adjustments
-
(8,303)
(8,303)
Cash used in operating activities
(1,653,398)
-
(1,653,398)
2023
As previously stated
Adjustments
As revised
Consolidated Statements of Financial Position
Gold loan payable
4,371,546
1,287,572
5,659,118
Derivate liability
108,830
(108,830)
-
Deficit
(157,391,582)
(1,178,742) (158,570,324)
Consolidated statements of loss and comprehensive loss
Other items
Gold loan payable adjustments
-
527,913
527,913
Comprehensive loss for the year
(63,620,232)
(527,913)
(64,148,145)
Loss per share, basic and diluted
(0.46)
(0.01)
(0.47)
Consolidated statements of changes in equity
Loss for the year
(63,620,232)
(527,913)
(64,148,145)
Deficit – December 31, 2021
(93,771,350)
(650,829)
(94,422,179)
Deficit – December 31, 2022
(157,391,582)
(1,178,742) (158,570,324)
Total equity
7,005,595
(1,178,742)
5,826,853
Consolidated statements of cash flows
Operating activities
Loss for the year
(63,620,232)
(527,913)
(64,148,145)
Gold loan payable adjustments
-
527,913
527,913
Cash used in operating activities
(1,483,006)
-
(1,483,006)
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in Canadian dollars
38
20.
Subsequent event
On March 3, 2025, the Company announced that it had entered into a definitive agreement (the
“Agreement”) to sell certain assets comprising the Rock Creek Mill for a purchase price of
US$9,700,000 (the “Purchase Price”). Closing of the transaction is subject to certain conditions,
including completion of a final inspection by the Purchaser. The Purchase Price is payable in certain
instalments as follows:
• US$2,000,000 is due within 14 days of the execution of the Agreement.
• US$3,000,000 shall be paid upon verification of transport scheduling.
• US$2,000,000 shall be paid following the final inspection.
• US$2,700,000 shall be paid when the assets are prepared for shipment, subject to adjustment
based on the final inspection.
15% of the Purchase Price is payable as a commission by Almaden to an equipment sales broker.
Almaden Minerals Ltd.
Organization Chart December 31, 2024
SECURED GOLD LOAN AMENDMENT AGREEMENT
THIS AGREEMENT is dated as of June 26, 2024.
BETWEEN:
ALMADEX MINERALS LTD., a company incorporated under the laws of
Canada
(“Lender”)
AND:
ALMADEN MINERALS LTD., a company incorporated under the laws of the
Province of British Columbia
(“Borrower”, and collectively with Lender the “Parties”)
RECITALS:
A.
The Parties previously entered into a Secured Gold Loan Agreement as of the 14th day of
May, 2019 (the “Original Agreement”) pursuant to which Lender loaned certain gold
bullion to Borrower.
B.
A dispute has arisen relating to Borrower’s investments in Mexico, through its subsidiary
Minera Gorrion S.A. de C.V. (“Gorrion”), in connection with the Property. Measures taken
by Mexico breach Chapter 9 of the Comprehensive and Progressive Agreement for Trans-
Pacific Partnership (“CPTPP”), including in particular Articles 9.4, 9.5, 9.6 and 9.8 of the
CPTPP. Borrower and Gorrion have potential claims in respect of such dispute, including
without limitation through consultation and negotiation under Article 9.18 of the CPTPP or,
if the investment dispute is not resolved within six months of the receipt by Mexico of a
written request for such consultation, through a claim under Article 9.19 of the CPTPP (the
“Claims”).
C.
The Parties have agreed to amend the Original Agreement on the terms and conditions set
forth in this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the
premises and the mutual covenants and agreements contained in this Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged
by each Party, the Parties covenant and agree as follows:
1.
Definitions
1.1
Capitalized terms used but not defined in this Agreement have the same meanings as set
out in the Original Agreement, unless otherwise specified in this Agreement. The term
“this Agreement” means this Secured Gold Loan Amendment Agreement.
145404120:v2
- 2 -
2.
Maturity Date
2.1
Section 2 of the Original Agreement is hereby deleted and replaced with the following:
“Maturity Date. The Loan, plus any accrued but unpaid interest, shall be fully
due and payable on the earlier of:
(i)
March 31, 2030; and
(ii)
receipt by Borrower or Gorrion of payment of any monies or other
compensation, resolution, settlement or award as a result of
prosecution or pursuit of the Claims in excess of the Claims Cost (as
hereinafter defined)
(the “Maturity Date”), unless terminated in accordance with Section 7. On
the Maturity Date, Borrower shall repay the outstanding Loan Value on the
Maturity Date to Lender without notice (other than with respect to the form
of repayment as set forth below) or other demand (“Loan Repayment”). Loan
Repayment shall be made by Borrower in one of the two (2) manners
described below, the manner to be selected at the sole discretion of Lender:
(a)
Gold Return – Physical delivery of that amount of gold (the same
type, purity and condition as the Gold loaned), equal to the Loan
Value on the business day prior to the Maturity Date, by Borrower
to Lender’s account at Asahi Refining Canada Ltd. in Brampton,
Ontario; or
(b)
Shares – Common shares (“Shares”) of Borrower having a market
value equal to the Loan Value on the Maturity Date. For purposes
of this Agreement, the deemed price of each Share shall be equal to
95% of the five (5) trading day volume weighted average price of
the Shares trading on the Toronto Stock Exchange or an equivalent
North American stock exchange or quotation system for the five (5)
consecutive trading days immediately preceding the business day
prior to the date of payment (the “Market Rate”). Any exchange
rate will be calculated based on the exchange rate for US dollars
converted into Canadian dollars published by the Bank of Canada
for the business day prior to the date of payment.
Lender shall notify Borrower of the manner of Loan Repayment at least five
(5) business days prior to the Maturity Date. Borrower’s delivery of the Gold
or Shares as Loan Repayment shall be made on the Maturity Date. No
deductions shall be made with respect to the Loan Repayment, Borrower
being solely responsible for any transaction costs or fees associated
therewith.”
145404120:v2
- 3 -
3.
Shares
3.1
Section 7 of the Original Agreement is hereby deleted and replaced with the following:
“Shares. Up to a maximum of 13,722,000 Shares are issuable pursuant to
Sections 2(b), 3(b), 6 and 15. If any additional payments are required under
said Sections, the balance of the Loan Value shall be paid by physical delivery
of that amount of gold (the same type, purity and condition as the Gold
loaned) equal to the balance of the Loan Value, by Borrower to Lender’s
account at Asahi Refining Canada Ltd. in Brampton, Ontario.”
4.
Covenants of Borrower
4.1
Section 12(a) of the Original Agreement is hereby deleted and replaced with the following:
“to maintain its interest in the Property and to keep the Property in good
standing or to be actively engaged in legal efforts to restore or seek
recompense for the Property, including without limitation by prosecuting and
pursuing the Claims;”
5.
Claim Payment
5.1
In consideration for Lender’s agreement to the amendments set out in Sections 2, 3, 4 and
5 of this Agreement, within five (5) business days of receipt by Borrower or Gorrion of
payment of any monies or other compensation, resolution, settlement or award as a result
of prosecution or pursuit of the Claims, Borrower shall pay to Lender two percent (2%) of
such monies or other compensation, resolution, settlement or award received by Borrower
or Gorrion in connection with the Claims (the “Claim Payment”). A Claim Payment shall
be made by Borrower to Lender in respect of any and all monies or other compensation,
resolution, settlement or award paid to Borrower or Gorrion as a result of prosecution or
pursuit of the Claims (for the sale of clarity, net of the Almadex Proceeds as that term is
defined in the Litigation Management Agreement executed by the Lender and Borrower
on June 26, 2024), irrespective of whether such monies or other compensation, resolution,
settlement or award are paid in a single or multiple tranches or installments. Each Claim
Payment shall be made in US dollars in immediately available funds. The Claim Payment
shall be subordinate only to (a) the Capital Provider’s Entitlement (as such term is defined
in the Capital Provision Agreement dated June 26, 2024), (b) the Make Whole Fee and
Uplift Fees (as such terms are described in the engagement letter with Boies Schiller
Flexner dated June 26, 2024) and (c) any amounts payable pursuant to the terms of a key
person(s) or management retention agreement(s) relating to the Claims (with items a, b,
and c above collectively referred to as the “Claim Costs”). The Borrower will be solely
responsible for any transaction costs or fees associated with the Claim Payment, which will
be paid out of any balance remaining after deduction of the Claim Costs.
5.2
For greater certainty, the Parties acknowledge and agree that any Claim Payment is in
addition to, and not in substitution of, the Borrower’s obligation to repay the Loan, pay
Interest, and make any Loan Prepayment under the Original Agreement, as hereby
amended.
145404120:v2
- 4 -
5.3
Borrower shall notify Lender immediately of any monies or other compensation,
resolution, settlement or award paid to Borrower or Gorrion as a result of prosecution or
pursuit of the Claims in excess of the Claims Cost.
5.4
The prosecution, pursuit or defence of the Claims will be at the sole instigation, carriage,
cost and benefit of Borrower and Gorrion, and Borrower and Gorrion will have the sole
and unfettered right to compromise or settle any or all of the Claims and the right to execute
any releases, discontinuances, consent dismissals and related documents.
6.
General
6.1
The Parties acknowledge that, except as otherwise indicated herein, the Original
Agreement, as amended hereby, shall continue unamended and remain in full force and
effect and this Agreement shall have effect so far as practicable as if all the provisions of
each of the Original Agreement and this Agreement were contained in the one instrument.
6.2
The Parties shall use commercially reasonable efforts to take all steps, execute all
documents and do all such acts and things as may be reasonably within its power to
implement to their full extent the provisions of this Agreement.
6.3
This Agreement shall enure to the benefit of and be binding upon the Parties and their
respective successors and permitted assigns.
6.4
This Agreement and any non-contractual obligations arising from or connected with it shall
be governed by and construed in accordance with the laws of the Province of British
Columbia and the federal laws of Canada applicable therein.
6.5
This Agreement may be executed in one or more counterparts, and by the Parties in separate
counterparts, each of which when executed shall be deemed to be an original, but all of
which taken together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Agreement by electronic email in PDF format shall
be effective as delivery of a manually executed counterpart of this Agreement.
[signature page follows]
Signature Page – Secured Gold Loan Amendment Agreement
IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the date first
above written.
ALMADEX MINERALS LTD.
By:
Authorized Signatory:
ALMADEN MINERALS LTD.
By:
Authorized Signatory:
150812145:v11
PURCHASE AGREEMENT
Broker: Savona Equipment Ltd., a duly organized corporation with a principal address at 6351
Trans Canada Hwy, Savona BC, Canada V0K 2J0
Representative: Jordan Downey – General Manager
This Purchase Agreement (“Agreement”) is made and effective as of the 28 day of February
2025 by and between:
Metals Exploration PLC, a duly organized corporation with its registered office at 27-28
Eastcastle Street, London, United Kingdom W1W 8DH (hereinafter referred to as the “Buyer”),
and
Almaden Minerals Ltd., a duly organized corporation with a principal address of 1333 Johnston
Street, Suite 210, Vancouver, BC, Canada V6H 3R9 (hereinafter referred to as the “Seller”).
(The Buyer and the Seller are at times hereafter referred to individually as a “Party” and
collectively, as the “Parties”).
WHEREAS, the Buyer wishes to buy and the Seller wishes to sell to the Buyer the Assets (as
hereinafter defined):
WHEREAS, the Buyer completed an inspection of the Assets, to the satisfaction of the Buyer, on
February 13, 2025 to February 16, 2025 (the “Inspection Date”); and
WHEREAS, the parties wish to memorialize the terms and conditions of the purchase and sale
of the Assets in a written agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES, for and in consideration of the terms and
conditions provided below and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, each of the Parties hereto hereby agree as follows:
1.
Sale and Purchase of Assets.
1.1.
At the Closing (as hereinafter defined) and subject to the terms and conditions of
this Agreement, the Seller agrees to sell and the Buyer agrees to purchase the
items listed in Exhibit A attached hereto and made a part hereof (collectively, the
“Assets”), free and clear of any security interest, lien, pledge, option, encumbrance
whatsoever in law or in equity, at the Rock Creek site in the Cape Nome District,
State of Alaska, USA (the “Site”).
1.2.
This Agreement constitutes a sale of the Assets only and is not a sale of any stock
in any entity comprising of all or any part of the Seller. Buyer is not assuming
and shall not be responsible for the payment of any liabilities or obligations of the
Seller or the shareholders of Seller whatsoever, including but not limited to any
collective bargaining agreement or other agreement, benefits, plans, or
arrangements affecting employees or suppliers.
1.3.
THE BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY
SET FORTH HEREIN, THE ASSETS ARE PURCHASED BY THE BUYER ON AN
“AS IS, WHERE IS” BASIS IN THE SAME CONDITION, STATE AND LOCATION IN
ALL MATERIAL RESPECTS AS AT THE INSPECTION DATE AND WITHOUT ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR BY
150812145:v11
LAW WITH RESPECT TO THE ASSETS, AND WITHOUT ANY RECOURSE TO THE
SELLER OR ANY OF THEIR DIRECTORS, OFFICERS, SHAREHOLDERS,
REPRESENTATIVES OR ADVISORS. PROVIDED THAT THE ASSETS ARE IN THE
SAME CONDITION, STATE AND LOCATION IN ALL MATERIAL RESPECTS AS
THEY WERE AT THE INSPECTION DATE, THE BUYER AGREES TO ACCEPT THE
ASSETS IN SUCH CONDITION, STATE AND LOCATION AT THE CLOSING DATE
BASED
ON
THE
BUYER’S
OWN
INSPECTION,
EXAMINATION
AND
DETERMINATION WITH RESPECT TO ALL MATTERS AND WITHOUT RELIANCE
UPON ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF
ANY NATURE MADE BY OR ON BEHALF OF OR IMPUTED TO THE SELLER,
EXCEPT IN EACH CASE AS EXPRESSLY SET FORTH IN THIS AGREEMENT.
Unless specifically stated in this Agreement, the Buyer acknowledges and agrees
that no representation, warranty, term or condition, understanding or collateral
agreement, whether statutory, express or implied, oral or written, legal, equitable,
conventional, collateral or otherwise, is being given by the Seller in this
Agreement, as to description, fitness for purpose, sufficiency to carry on any
business, merchantability, quantity, condition, quality, value, suitability,
durability, environmental condition, assignability or marketability of the Assets
and all of the same are expressly excluded. The provisions of this Section 1.3 shall
survive and not merge on Closing.
2.
Purchase Price.
2.1.
The aggregate purchase price for the Assets shall be Nine Million Seven Hundred
Thousand US Dollars (US$ 9,700,000) (the "Purchase Price") which shall be
payable by the Buyer to the Sellers according to the following schedule and in
accordance with Section 2.2:
a.
an initial payment of US$2,000,000 of the Purchase Price is due within 14
days of the date of execution of this Agreement;
b.
a payment of US$3,000,000 of the Purchase Price shall be made upon the
verification of transport scheduling. The Buyer shall use commercial
reasonable efforts to have all transport and shipping arrangements in
place by March 31, 2025;
c.
a payment of US$2,000,000 of the Purchase Price shall be made following
a further and final inspection by the Buyer to establish, to its satisfaction,
acting in good faith and subject to Section 2.2, that the Assets remain in
the same condition, state and location in all material respects as at the
Inspection Date and comprise all the items listed in Exhibit A (the “Final
Inspection”) and prior to the commencement of demobilization activities,
packaging, loading and transport. The Purchaser shall use commercially
reasonable efforts to complete the Final Inspection prior to April 30, 2025
(the date of the actual Final Inspection being, the “Final Inspection
Date”); and
d.
subject to any variation in accordance with Section 2.2, the final payment
of US$2,700,000 of the Purchase Price (the “Final Payment”) shall be
made when the Assets are prepared for shipment, prior to the loading of
the Assets onto transport vehicles and/or removal from the Site and in any
event, prior to the Transport Deadline (as defined below), and following an
inspection by the Buyer, acting reasonably, of any Replacement Assets as
they are packaged for shipment in accordance with Section 2.2(b).
150812145:v11
2.2.
The Parties acknowledge that, at the Inspection Date, certain of the Assets as
listed in Exhibit A under the heading “Replacement Assets” (the “Replacement
Assets”) were not located at the Site or could not in any event be inspected by the
Buyer. The Seller shall use commercially reasonable efforts to locate such
Replacement Assets and ensure that they are present at the Site to enable the
Buyer to carry out the Final Inspection. In the event that some or all of the
Replacement Assets are not able to be inspected and verified by the Buyer to its
reasonable satisfaction at the Final Inspection, then the Seller shall elect as
follows:
a. to have the cost of replacing any such Replacement Assets (on a like-for-like
basis, in so far as reasonably practicable), as stated in the lowest bona fide
quotation (including all taxes, duties and charges) obtained by Savona
Equipment Ltd. (the “Broker”), deducted from the Final Payment; or
b. to purchase the Replacement Assets and procure that they are delivered to the
Site or the port as designated by the Buyer prior to the date of the Final
Payment, for inspection by the Buyer, acting reasonably.
2.3.
The Seller hereby directs the Buyer that 85% of any payments of the Purchase
Price shall be paid to the Seller by wire transfer, and 15% of any payments of the
Purchase Price shall be paid to the Broker, on behalf of the Seller (collectively, the
“Savona Payments”) by wire transfer.
3.
General Terms and Conditions
3.1
The Assets are being sold in the same condition and state in all material respects,
as at the Inspection Date without further warranty or guarantee of condition. The
Buyer has verified the condition of the Assets as at the Inspection Date meets
their expectations.
3.2
The Asset list has been verified and confirmed by the Buyer prior to the execution
of this Agreement.
3.3
The Buyer shall use commercially reasonable efforts to ensure the Assets are
removed from the Site on or before August 31, 2025 (the “Transport Deadline”).
3.4
The Seller shall use commercially reasonable efforts to ensure access to the Site
by the Buyer and their representatives, contractors and service providers
(collective, “Representatives”) to dismantle, package, and remove the Assets.
3.5
The Buyer is responsible for the procurement of, and costs relating to, completion
of the dismantling, packaging, loading, and transport of the Assets from the Site.
3.6
The Buyer is responsible for removal of Assets down to, but not including,
concrete foundations.
3.7
The Buyer is not responsible for any general Site remediation work; except for,
general cleaning and disposal of any spills, scrap, garbage, and mess resulting
from dismantling, packaging, removal and transportation of the Assets.
3.8
The Buyer and their Representatives must abide by local laws and work safety
rules and regulations.
150812145:v11
3.9
Each Party is responsible for using best effort to provide adequate insurance
coverage for their, and their Representatives’, equipment, and personnel required
on-Site (including the Assets, which shall be insured by the Seller up to the Final
Inspection Date and by the Buyer from the Final Inspection Date). The Seller shall
provide evidence of such insurance policy to the Buyer on or prior to the
Inspection Date.
3.10
The Seller is responsible for the security of the Site and the Assets until the Final
Inspection Date, and the Buyer shall assume responsibility for the Assets with
effect from the Final Inspection Date.
4.
Closing
4.1
Ownership and title to the Assets shall transfer to the Buyer upon completion of
the final payment.
4.2
The consummation of the sale of the Assets as provided in this Agreement (the
“Closing”) shall take place on or before August 31, 2025 (the “Closing Date”),
upon completion of the Final Payment pursuant to Section 2.1(d), at the Site or
at such location as shall be mutually agreeable to the Buyer and the Seller. At
the Closing, the Seller shall evidence the transfer of title of the Assets by executing
the Bill of Sale (as defined below).
4.3
Closing Documents and Deliveries.
a.
Seller’s Deliverables.
i.
At the Closing, the Seller shall deliver to, or cause to be delivered
to, Buyer physical possession of all the Assets Ex Works
(Incoterms 2020) the Site, a Bill of Sale for the Assets (the “Bill of
Sale”), any documents of title and such other instruments or
transfer documents as the Buyer shall reasonably deem necessary
or appropriate for the sale and delivery of the Assets.
Notwithstanding the foregoing, risk of loss shall be allocated in
Section 12.
ii.
The Seller shall execute all legal documents necessary to convey
clear title to the Buyer of the Assets transferred, and shall take
such other actions as the Buyer may reasonably require for the
Buyer to more fully and effectively take title to or assume the
Assets on the terms set out in this Agreement.
5.
Representations and Warranties
5.1
The Seller represents and warrants to the Buyer with respect to itself as follows,
as at the date of this Agreement and the Closing Date (unless stated otherwise):
a.
Title to Assets. The Seller is the lawful and beneficial owner of each of the
assets outlined in Exhibit A to this Agreement. As of the Closing Date, the
Assets will be free and clear of any security interest, claim, lien, pledge,
option, encumbrance or restriction whatsoever in law or in equity.
150812145:v11
b.
Condition of Assets. As of the Final Inspection Date, each of the Assets are
in the same condition, state and location in all material respects as they
were at the point they were verified by the Buyer on the Inspection Date
and comprise all of the items listed in Exhibit A.
c.
Necessary Authority of Seller. The Seller has all requisite corporate power
and capacity to enter into, deliver and perform this Agreement and to
consummate the transactions contemplated herein. The execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated herein have been duly authorized by all
necessary action on the part of the Seller. This Agreement has been duly
executed and delivered by the Seller and constitutes its valid and legally
binding obligation, enforceable against the Seller in accordance with its
terms, except as the same may be limited by bankruptcy, insolvency,
reorganization or other laws affecting the enforcement of creditors' rights
generally, now or hereafter in effect, and subject to the availability of
equitable remedies.
d.
No Conflicts. The execution, delivery and performance of this Agreement
by the Seller and its consummation of the transactions contemplated
herein, do not and will not (i) require the consent, approval, authorization,
order, filing, registration or qualification of or with any court,
governmental authority or third party, (ii) conflict with or result in any
violation of or default under any provision of the constating documents of
the Seller or any mortgage, indenture, lease, agreement or other
instruments, security, encumbrance, permit, concession, grant, franchise
or license to which the Seller are a party or by which its Assets are bound,
(iii) violate any law, ordinance, rule, regulation, judgment, order or decree
applicable to the Seller, or (iv) result in the creation of any security interest,
claim, lien, charge or encumbrance upon any of the Assets. For purposes
of this Agreement, the term "Person" shall mean any individual, firm,
corporation,
partnership,
trust,
incorporated
or
unincorporated
association, joint venture, joint stock company, governmental authority or
other entity of any kind, and shall include any successor (by merger or
otherwise) of any such entity.
e.
Absence of Undisclosed Liabilities. The Seller does not have any
indebtedness, liability, claim, loss, damage, or obligation, liquidated or
unliquidated, secured or unsecured, of any nature, whether accrued,
absolute, contingent or otherwise that would not, singly or in the
aggregate, reasonably be expected to have a material adverse effect on the
Assets or the ability of the Seller to perform its obligations under this
Agreement.
5.2
The Buyer represents and warrants to the Seller as follows, as at the date of this
Agreement and the Closing Date (unless stated otherwise):
a.
Necessary Authority. This Agreement has been duly executed and
delivered by the Buyer and constitutes its valid and legally binding
obligation, enforceable against the Buyer in accordance with its terms,
except as the same may be limited by bankruptcy, insolvency,
reorganization or other laws affecting the enforcement of creditors' rights
generally, now or hereafter in effect, and subject to the availability of
equitable remedies.
150812145:v11
b.
No Conflicts. The execution, delivery and performance of this Agreement
by the Buyer and its consummation of the transactions contemplated
herein, do not and will not (i) require the consent, approval, authorization,
order, filing, registration or qualification of or with any Person which has
not been obtained, (ii) conflict with or result in any violation of or default
under any provision of the constitutional documents of the Buyer or of any
material mortgage, indenture, lease, agreement or other instruments,
security, encumbrance, permit, concession, grant, franchise or license to
which the Buyer is a party or by which it or its properties are bound, or
(iii) violate any law, ordinance, rule, regulation, judgment, order or decree
applicable to the Buyer.
6.
Termination.
6.1
In the event the Seller fails to comply with all of the terms and conditions of this
Agreement or otherwise fails to deliver the Assets (in the warranted condition or
at all), unless the failure to deliver the Assets in the warranted condition is a result
of the actions of the Buyer causing damage to such Assets as contemplated in
Section 7.2, or its deliverables hereunder on or before the Closing hereof, the
Buyer may, at its sole election and without prejudice to any other rights or
remedies it has (including the right to claim damages for breach of this
Agreement):
a.
so far as is practicable, proceed to Closing; or
b.
terminate this Agreement by notice to the Seller.
In the event that this Agreement is terminated by the Buyer as contemplated in
this Section 6.1, the Seller shall promptly refund any instalments of the Purchase
Price that have already been paid by the Buyer (including all amounts directed to
be paid to the Broker pursuant to Section 2.2) prior to termination and the Buyer
shall have no obligation to deliver any portion of the balance of the Purchase Price
to the Seller. Termination of this Agreement shall be without prejudice to the
rights, remedies, obligations or liabilities of the parties that have accrued up to
the date of termination, including the right to claim damages in respect of a breach
of this Agreement which existed at or before the date of termination.
6.2
In the event the Buyer fails to comply with its payment obligations in respect of
the Purchase Price (as contemplated in Section 2) or breaches any other material
terms and conditions of this Agreement (other than as a result of the fault of the
Seller), the Seller may, at its sole election and without prejudice to any other rights
and remedies it has (including the right to claim damage for breach of this
Agreement), including pursuant to Section 7.2, terminate this Agreement by notice
to the Buyer.
In the event that this Agreement is terminated by the Seller as contemplated in
this Section 6.2, any instalments of the Purchase Price that have already been
paid by the Buyer shall be refunded to the Buyer (save to the extent equal to any
damages suffered by the Seller, which sum may be retained by the Seller), and the
Buyer shall have no obligation to deliver any portion of the balance of the Purchase
Price to the Seller. Termination of this Agreement shall be without prejudice to
the rights, remedies, obligations or liabilities of the parties that have accrued up
to the date of termination, including the right to claim damages in respect of a
breach of this Agreement which existed at or before the date of termination.
150812145:v11
7.
Indemnification.
7.1
The Seller shall indemnify and hold harmless the Buyer against and in respect of:
a.
any damage or deficiency resulting from any misrepresentations or breach
of a representation or warranty by the Seller under this Agreement;
b.
all liabilities and obligations of, or claims against, the Buyer arising by
reason of the Seller’s ownership or control of the Assets prior to the Closing
Date;
c.
all suits, proceedings, demands, assessments, judgments, costs and
expenses, including reasonable attorney’s fees, which may be imposed
upon or incurred by or asserted against the Buyer incident to or arising
out of any action, activity or operations of the Seller’s business prior to
and including the Closing Date; and
d.
any and all actions, suits, proceedings, claims, demands, assessments,
judgments, costs and expenses, including without limitation, reasonable
attorney fees, incident to any of the forgoing provisions of this paragraph;
Without prejudice to its right to indemnification, the Buyer shall give the Seller
notice in writing as soon as practicable of any such third party action, suit,
proceeding, claim, demand or assessment against the Buyer as referred to in
Section 7.1(b) and (c), and the Seller shall have the option, at its own cost and
expense, through counsel designated by it, to defend any such action or claim in
accordance with this Section 7.
The Buyer shall have the right (but not the duty) to retain its own counsel and
participate in the defense of any action or settlement of any such claim
undertaken by the Seller.
Promptly upon receipt by the Buyer of a notice of a claim by a third party which
may give rise to a claim for indemnification, the Buyer shall give written notice
thereof to the Seller. If the Seller gives to the Buyer an agreement in writing, in
form satisfactory to Buyer’s counsel, to defend such claim, the Seller may, at their
sole expense, undertake the defense against such claim and may contest or settle
such claim on such terms, at such time and in such manner as the Seller is its
sole discretion shall elect and the Buyer shall execute such documents and take
such steps as may be reasonable necessary to enable the Seller to conduct the
defense of such claims. In any and all events, each of the Parties hereto shall
have such access to the records and files of the other Party hereto to the extent
relating to any such claim as may be reasonably necessary to effectively defend or
participate in the defense thereof.
7.2
The Buyer shall indemnify and hold harmless the Seller against and in respect of
any damage to: (i), the Site or the Adjacent Structure (as defined in the Side Letter
(as defined below)); and (ii) if this Agreement is terminated for any reason prior to
the Closing Date, the Assets, solely caused by the Buyer in connection with the
Buyer’s dismantling, packaging, loading, or transport of Assets, or the securing
(or failure to secure) the Adjacent Structure in a safe and non-hazardous
condition, if applicable, in accordance with the Side Letter, and any and all
actions, suits, proceedings, claims, demands, assessments, judgments, costs and
expenses, including without limitation, reasonable attorney fees, incident to any
of the forgoing provisions of this paragraph.
150812145:v11
7.3
The maximum aggregate liability of the Seller pursuant to Section 7.1 and the
Buyer pursuant to Section 7.2, shall not exceed the actual amount of the
Purchase Price received by the Seller pursuant to this Agreement.
8.
Agreement Fully Read and Understood.
This Agreement has been carefully read by all Parties, and the contents are known and
understood by all Parties. The recitals stated above are incorporated herein by
reference. The Parties have each taken the opportunity and waived or received
independent legal advice from the attorneys of their choice with respect to the
preparation, review and advisability of executing this Agreement. Prior to execution of
this Agreement by each Party, acknowledges that they have executed this Agreement after
independent investigation and without fraud, duress, or undue influence.
9.
Brokers.
The Seller and the Buyer represent to and agree with each other that no broker or finder,
other than the Broker on behalf of Seller, has been involved in any manner in the
negotiation or consummation of the transactions contemplated. The Seller agrees to
indemnify and keep the Buyer harmless from and against any and all claims, liabilities
or obligations with respect to brokerage or finders’ fees or commissions in connection
with the transactions contemplated by this Agreement asserted by any person on the
basis of any statement or representation made or alleged to have been made by Seller,
except for the Savona Payments made at the direction of the Seller.
10.
Taxes
All amounts payable by the Buyer to the Seller or the Broker pursuant to this Agreement
are inclusive of any GST/HST, or any other federal, state or local or foreign value-added,
sale, use, consumption, multi-staged, ad valorem, personal property, customs, export,
excise, stamp, transfer, land or real property transfer, or similar taxes, duties, or charges,
or any recording or filing fees or similar charges that are imposed by reason of the sale,
transfer, assignment and delivery of the Assets or the payment of the Purchase Price to
the Seller and the Broker (collectively, “Transfer Taxes”). All Transfer Taxes are the
responsibility of and for the account of the Seller. The Buyer is responsible for the
payment of any import taxes, duties or charges in respect of the Assets upon shipping to
their final destination.
11.
Payment of Legal Fees.
The Buyer and the Seller shall each pay their own professional or other third-party fees
incurred in the preparation, revision or modification of this Agreement.
12.
Risk of Loss.
Except pursuant to Section 7.2 and as provided below in respect of the Replacement
Assets, any risk of any loss, damage, impairment, confiscation, or condemnation of the
Assets or any part thereof shall be upon the Seller at all times prior to the Final Inspection
Date. In any such event, the proceeds of, or any claim for any loss payable under, any
Seller insurance policy, judgment or award shall be payable to the Seller, which may
repair, replace or restore any such Asset as soon as possible after its loss, impairment,
confiscation or condemnation or, if insurance proceeds are insufficient to repair, replace
or restore the property, pay such proceeds to the Buyer, provided that in the event of
substantial damage to a material part of the Assets, either party may terminate this
150812145:v11
Agreement. In the event of termination, the Buyer shall receive a refund of the contract
sum that has already been paid at the time of the loss. Following the Final Inspection
Date, any risk of any loss, damage, impairment, confiscation, or condemnation of the
Assets or any part thereof shall be upon the Buyer at all times. In respect of any
Replacement Assets purchased by the Seller pursuant to Section 2.2b and subject to
Section 7.2, the Seller shall bear any risk of any loss, damage, impairment, confiscation,
or condemnation of the Replacement Assets or any part thereof, until the payment of the
Final Payment by the Buyer.
13.
Miscellaneous.
13.1
Casualty prior to Closing. If prior to Final Inspection Date any of the Assets shall
be damaged by fire or any other casualty, the Buyer shall have the option (i) of
terminating this Agreement without liability, or (ii) to waive diminution in value
and close under this Agreement, buying the Assets “as is,” in accordance with this
Agreement in which event the Buyer shall be entitled to receive the proceeds of
any insurance paid to the Seller by reason of such loss or damage.
13.2
Bulk Sale Law. The Buyer hereby waives compliance by the Seller with the
provisions of any Bulk Sales law or similar statute of any state and the Seller
agrees to indemnify the Buyer against and hold the Buyer harmless from any and
all claims, demands, liabilities and obligations arising out of the failure or alleged
failure of the Seller to comply with any such law in respect of such sales
transfers. Where reasonably required, the Buyer and the Seller shall jointly
execute a letter to creditors of the Sellers advising them of the sale.
13.3
Governing Law. This Agreement shall be construed and enforced in accordance
with the laws of the Province of British Columbia, and the federal laws of Canada
applicable therein.
13.4
Dispute Resolution. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be determined by arbitration administered
by ICDR Canada in accordance with its Canadian Arbitration Rules. The number
of arbitrators shall be one. The place of arbitration shall be Vancouver, British
Columbia, Canada and the language of the arbitration shall be English.
13.5
Effect of Agreement. This Agreement and the side letter between the Parties dated
as of the date hereof (the “Side Letter”) sets forth the entire understanding of the
parties. All the terms and provisions of this Agreement shall be binding upon and
inure to the benefit of and be enforceable by the successors and assigns of the
parties.
13.6
Severability. If any provisions of this Agreement shall for any reason be held
invalid, then the invalidity of such specific provision shall not be held to invalidate
any other provisions of this Agreement which shall, therefore, remain in full force
and effect.
13.7
Notices. Any notice or other communications required or permitted hereunder
shall be delivered in person, transmitted by fax or e-mail or similar means of
recorded electronic communication or sent by registered mail, charges prepaid,
address as follows:
To the Buyer as follows:
Metals Exploration plc
150812145:v11
27-28 Eastcastle Street, London, United Kingdom W1W 8DH
Email: Personal Information Redacted
With Copy to:
Personal Information Redacted
To the Seller as follows:
Almaden Minerals Ltd.
1333 Johnston Street, Suite 210, Vancouver, BC, Canada V6H 3R9
Email: Personal Information Redacted
With Copy to:
Borden Ladner Gervais LLP
1200 Waterfront Centre, 200 Burrard Street, Vancouver, BC, Canada V7X 1T2
Email : Personal Information Redacted
Any such notice shall be deemed received if in person, transmitted by fax or e-
mail or similar means of recorded communication upon receipt and delivery of
electronic or written confirmation or if by registered mail, two (2) days following
proper posting with the applicable postal service. Either party may change their
address for purposes of giving notice upon written notice to the other party.
13.8
Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which taken together
constitute one agreement. Delivery of an executed counterpart of this Agreement
by facsimile or transmitted electronically in legible form, including without
limitation in a tagged image format file (TIFF) or portable document format (PDF),
shall be equally effective as delivery of a manually executed counterpart of this
Agreement.
13.9
Assignment, Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns. No Party shall assign any of its rights or obligations hereunder without
the prior written consent of the other Party.
13.10 Amendment, Waiver, Discharge of the Agreement. This Agreement may not be
amended, released, or discharged except by an instrument in writing signed on
behalf of each of the Parties hereto. The failure of a party to enforce any provision
of this Agreement shall not be deemed a waiver by such Party of any other
provision or subsequent breach of the same or any other obligation hereunder.
IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement on the date first
above written.
150812145:v11
SELLER
Almaden Minerals Ltd.
BY: Personal Information Redacted
BUYER
Metals Exploration PLC
BY: Personal Information Redacted
___________________________________________
150812145:v11
EXHIBIT A
THE ASSETS
[see attached]
Replacement Assets – Commercial Sensitive Information Redacted
Qty
Description
Kind of Pkgs
150812145:v11
SIDE LETTER TO ROCK CREEK MILL PURCHASE AGREEMENT
BETWEEN:
Almaden Minerals Ltd., a duly organized corporation with a principal address of 1333 Johnston
Street, Suite 210, Vancouver, BC, Canada V6H 3R9 (hereinafter referred to as the “Seller”).
and
Metals Exploration PLC, a duly organized corporation with its registered office at 27-28
Eastcastle Street, London, United Kingdom W1W 8DH (hereinafter referred to as the “Buyer”),
28 February 2025
Dear Sirs
Purchase Agreement of even date (the “Agreement”) herewith entered into between the
Seller and the Buyer (the “Parties”)
Terms defined in this letter have the meaning ascribed to them in the Agreement unless otherwise
defined and references to Sections or Exhibits herein relate to Sections or Exhibits contained in
the Agreement. This letter is supplemental to, and shall be deemed to amend, the Agreement to
the extent stated herein.
In consideration of each of the Parties entering into the Agreement, which each Party
acknowledges constitutes good and valuable consideration, the Parties have entered into this
letter.
The Parties intend that the Rock Creek mill building located at the Site (the “Building”), but
excluding the adjacent portion of the structure (the “Adjacent Structure”), shall, subject to and
conditional upon the Seller obtaining all necessary consents and approvals required for the sale
of the Building to, and removal of the Building from the Site by, the Buyer (the “Building
Consents”), form part of the Assets to be sold, without any increase to the Purchase Price. The
Seller shall use its reasonable commercial endeavours to procure the Building Consents and to
confirm whether the Building shall be deemed included in the list of Assets in Exhibit A, by no
later than March, 31 2025 so as to enable the Buyer to confirm the transport and shipping
arrangements in respect of the Assets in accordance with Section 2.1b of the Agreement.
In the event that the Seller is unable to obtain the Building Consents such that the Building is
not to be included in the sale under the Agreement, the Final Payment (and accordingly, the
aggregate Purchase Price) to be made under Section 2.1d of the Agreement, shall be deemed
reduced by US$400,000 (the “Building Price”).
In the event the Building Consents are obtained and the Building forms part of the Assets to be
sold at the Closing Date, the Buyer shall use commercially reasonable efforts to dismantle and
remove the Building, and to secure the Adjacent Structure in a safe and non-hazardous
condition.
Section 13 of the Agreement applies mutatis mutandis to this letter, save that any reference to
the Agreement shall be deemed to be a reference to the Agreement as varied by this letter, and
this letter.
150812145:v11
Please confirm your agreement to the terms of this letter by countersigning below.
Yours faithfully,
…………………………………………..
Director / Duly authorised signatory
For and on behalf of Almaden Minerals Ltd.
We hereby agree and accept the terms of this letter.
…………………………………………..
Director
For and on behalf of Metals Exploration plc
EXHIBIT 12.1
SECTION 302 OF THE SARBANES-OXLEY ACT
CEO CERTIFICATION
I, 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’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’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’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’s internal control over financial reporting; and
5. The Company’s other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee
of the Company’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’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’s internal control over financial reporting.
Date: April 29, 2025
/s/Morgan Poliquin
Morgan Poliquin
Chief Executive Officer
EXHIBIT 12.2
SECTION 302 OF THE SARBANES-OXLEY ACT
CFO CERTIFICATION
I, 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’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’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’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’s internal control over financial reporting; and
5. The Company’s other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee
of the Company’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’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’s internal control over financial reporting.
Dated: April 29, 2025
/s/Korm Trieu
Korm Trieu
Chief Financial Officer
EXHIBIT 13.1
SECTION 906 OF THE SARBANES-OXLEY ACT
CEO CERTIFICATION
In connection with the annual report of Almaden Minerals Ltd. (the “Company”) on Form 20-F for the fiscal year
ending December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”),
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; and
2.
The information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.
/s/”Morgan Poliquin”
Name: Morgan Poliquin
Title: Chief Executive Officer
April 29, 2025
EXHIBIT 13.2
SECTION 906 OF THE SARBANES-OXLEY ACT
CFO CERTIFICATION
In connection with the annual report of Almaden Minerals Ltd. (the “Company”) on Form 20-F for the fiscal year
ending December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”),
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; and
2.
The information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.
/s/”Korm Trieu”
Name: Korm Trieu
Title: Chief Financial Officer
April 29, 2025