UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13A-16 or 15D-16

of the Securities Exchange Act of 1934

 

For the month of August 2023

 

Commission File Number: 001-32702

 

Almaden Minerals Ltd.

(Translation of registrant's name into English)

 

Suite 210 – 1333 Johnston St., Vancouver, B.C. Canada V6H 3R9

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

  Form 20-F
     
  Form 40-F

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1): ☐

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(7): ☐

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

  Yes
     
  No

 

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

 

 

 

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Almaden Minerals Ltd.
Dated: August 10, 2023    
  By:   

/s/Duane Poliquin                        
Duane Poliquin

Chairman

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit Index

 

Exhibit Description of Exhibit
   
99.1 Financial Statements
99.2 Management's Discussion and Analysis
99.3 Certification of Interim Filings - CEO
99.4 Certification of Interim Filings - CFO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidated Interim Financial Statements of

 

 

Almaden Minerals Ltd.

 

For the three and six months ended June 30, 2023

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOTICE OF NO AUDITOR REVIEW OF CONDENSED

CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

The accompanying unaudited condensed consolidated interim financial statements of Almaden Minerals Ltd (“the Company”) for the three and six months ended June 30, 2023 have been prepared by the management of the Company and approved by the Company’s Audit Committee and the Company’s Board of Directors.

 

Under National Instrument 51-102, Part 4, subsection 4.3 (3) (a), if an auditor has not performed a review of the consolidated interim financial statements, they must be accompanied by a notice indicating that an auditor has not reviewed the financial statements.

 

The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management.

 

The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by CPA Canada for a review of the condensed consolidated interim financial statements by an entity’s auditor.

 

 

 

 

 

 

 

Almaden Minerals Ltd.

Condensed consolidated interim statements of financial position

(Unaudited - Expressed in Canadian dollars)

 

   June 30,
2023
   December 31,
2022
 
    $    $ 
ASSETS          
Current assets          
Cash and cash equivalents (Note 13)   4,918,149    6,658,076 
Gold in trust (Note 8)   1,000,459    974,397 
Accounts receivable and prepaid expenses (Note 4)   232,013    259,471 
    6,150,621    7,891,944 
           
Non-current assets          
Right-of-use assets (Note 5)   381,458    432,319 
Property, plant and equipment (Note 6)   6,605,571    6,610,871 
Exploration and evaluation assets (Note 7)   63,795,195    63,115,076 
    70,782,224    70,158,266 
TOTAL ASSETS   76,932,845    78,050,210 
           
LIABILITIES          
Current liabilities          
Trade and other payables (Note 11 (c))   238,321    340,509 
Current portion of lease liabilities (Note 5)   94,268    88,295 
    332,589    428,804 
           
Non-current liabilities          
Long-term portion of lease liabilities (Note 5)   328,978    377,635 
Gold loan payable (Note 8)   4,100,055    3,929,015 
Warrant liability (Note 9)   591    102,787 
Derivative financial liabilities (Note 8)   224,937    306,084 
Deferred income tax liability   3,090,208    3,090,208 
    7,744,769    7,805,729 
Total liabilities   8,077,358    8,234,533 
           
EQUITY          
Share capital (Note 10)   141,040,654    141,040,654 
Reserves (Note 10)   22,918,873    22,546,373 
Deficit   (95,104,040)   (93,771,350)
Total equity   68,855,487    69,815,677 
TOTAL EQUITY AND LIABILITIES   76,932,845    78,050,210 

Subsequent event (Note 17)

 

These condensed consolidated interim financial statements are authorized for issue by the Board of Directors on August 10, 2023.

 

They are signed on the Company’s behalf by:

 

 

 

/s/Duane Poliquin  /s/ Elaine Ellingham
Director  Director

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

 

 

 

Almaden Minerals Ltd.

Condensed consolidated interim statements of comprehensive loss

(Unaudited - Expressed in Canadian dollars)

 

   Three months ended June 30,   Six months ended June 30, 
   2023   2022   2023   2022 
    $    $    $    $ 
Expenses                    
Professional fees (Note 11(a))   256,453    276,876    451,554    435,828 
Salaries and benefits (Note 11(a))   346,381    348,146    708,531    703,510 
Travel and promotion   17,356    36,555    29,812    54,042 
Depreciation (Note 6)   2,785    3,510    5,567    7,389 
Office and license (Note 11(b))   64,397    69,992    89,744    102,319 
Amortization of right-of-use assets (Note 5)   25,431    25,431    50,861    55,930 
Occupancy expenses (Note 5)   10,176    11,996    20,070    22,867 
Interest expense on lease liabilities (Note 5)   10,147    12,071    20,802    24,630 
Interest, accretion and standby fees on gold loan payable (Note 8)   131,536    112,664    261,881    218,652 
Listing and filing fees   12,534    19,816    158,489    134,104 
Insurance   24,974    24,005    48,838    48,340 
Directors’ fees (Note 11(a))   36,250    36,250    72,500    72,500 
Share-based payments (Note 10(c) and 11(a))   276,500    800,800    372,500    1,149,550 
    1,214,920    1,778,112    2,291,149    3,029,661 
                     
Other income (loss)                    
Administrative services fees (Note 11(b))   277,221    220,446    551,714    435,795 
Interest and other income   98,918    22,867    157,029    54,174 
Unrealized gain on derivative financial liabilities (Note 8)   57,047    48,938    74,658    52,272 
Unrealized gain (loss) on gold in trust (Note 8)   (39,549)   (56,524)   49,869    (4,935)
Unrealized foreign exchange gain (loss) on gold loan payable (Note 8)   93,896    (114,326)   97,330    (62,467)
Unrealized foreign exchange gain (loss) on gold in trust (Note 8)   (23,016)   29,788    (23,807)   16,638 
Unrealized gain on warrant liability (Note 9)   28,631    548,215    102,196    383,219 
Foreign exchange gain (loss)   (60,653)   152,333    (50,530)   88,672 
    432,495    851,737    958,459    963,368 
                     
Total comprehensive loss for the period   (782,425)   (926,375)   (1,332,690)   (2,066,293)
                     
Basic and diluted net loss per share (Note 12)   (0.01)   (0.01)   (0.01)   (0.02)

 

 

 

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

 

 

 

Almaden Minerals Ltd.

Condensed consolidated interim statements of cash flows

(Unaudited - Expressed in Canadian dollars)

 

   Three months ended June 30,   Six months ended June 30, 
   2023   2022   2023   2022 
   $   $   $   $ 
Operating activities                    
Net loss for the period   (782,425)   (926,375)   (1,332,690)   (2,066,293)
Items not affecting cash                    
Depreciation   2,785    3,510    5,567    7,389 
Amortization of right-of-use assets   25,431    25,431    50,861    55,930 
Interest expenses on lease liability   10,147    12,071    20,802    24,630 
Interest, accretion and standby fees on gold loan payable   131,536    112,664    261,881    218,652 
Unrealized gain on derivative financial liabilities   (57,047)   (48,938)   (74,658)   (52,272)
Unrealized (gain) loss on gold in trust   39,549    56,524    (49,869)   4,935 
Unrealized foreign exchange (gain) loss on gold loan payable   (93,896)   114,326    (97,330)   62,467 
Unrealized foreign exchange (gain) loss on gold in trust   23,016    (29,788)   23,807    (16,638)
Unrealized gain on warrant liability   (28,631)   (548,215)   (102,196)   (383,219)
Share-based payments   276,500    800,800    372,500    1,149,550 
Changes in non-cash working capital components                    
Accounts receivable and prepaid expenses   (3,545)   7,798    27,458    (56,356)
Trade and other payables   30,338    4,421    (111,788)   (13,193)
Net cash used in operating activities   (426,242)   (415,771)   (1,005,655)   (1,064,418)
Investing activities                    
Property, plant and equipment – purchase   -    (4,536)   (267)   (4,536)
Exploration and evaluation assets – costs   (352,203)   (535,328)   (670,519)   (943,940)
Net cash used in investing activities   (352,203)   (539,864)   (670,786)   (948,476)
Financing activities                    
Repayment of lease liabilities   (32,155)   (31,331)   (63,486)   (67,394)
Net cash used in financing activities   (32,155)   (31,331)   (63,486)   (67,394)
                     
Change in cash and cash equivalents   (810,600)   (986,966)   (1,739,927)   (2,080,288)
Cash and cash equivalents, beginning of period   5,728,749    9,077,054    6,658,076    10,170,376 
Cash and cash equivalents, end of period   4,918,149    8,090,088    4,918,149    8,090,088 

 

Supplemental cash flow information (Note 13)

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

 

 

 

Almaden Minerals Ltd.

Condensed consolidated interim statements of changes in equity

(Unaudited - Expressed in Canadian dollars)

 

   Share capital   Reserves         
   Number of shares   Amount   Share-based payments   Warrants   Total
reserves
   Deficit  

 

Total

 
       $   $   $   $   $   $ 
Balance, January 31, 2022   137,221,408    141,040,654    20,352,305    715,968    21,068,273    (81,924,790)   80,184,137 
Share-based payments   -    -    1,149,550    -    1,149,550    -    1,149,550 
Total comprehensive loss for the period   -    -    -    -    -    (2,066,293)   (2,066,293)
Balance, June 30, 2022   137,221,408    141,040,654    21,501,855    715,968    22,217,823    (83,991,083)   79,267,394 
Share-based payments   -    -    328,550    -    328,550    -    328,550 
Total comprehensive loss for the period   -    -    -    -    -    (9,780,267)   (9,780,267)
Balance, December 31, 2022   137,221,408    141,040,654    21,830,405    715,968    22,546,373    (93,771,350)   69,815,677 
Share-based payments   -    -    372,500    -    372,500    -    372,500 
Total comprehensive loss for the period   -    -    -    -    -    (1,332,690)   (1,332,690)
Balance, June 30, 2023   137,221,408    141,040,654    22,202,905    715,968    22,918,873    (95,104,040)   68,855,487 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

 

 

Almaden Minerals Ltd.

Notes to the condensed consolidated interim financial statements

For the three and six months ended June 30, 2023

Unaudited - Expressed in Canadian dollars

 

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 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.

 

2.Basis of presentation

 

(a)Statement of Compliance with International Financial Reporting Standards (“IFRS”)

 

These condensed consolidated interim financial statements, including comparatives, have been prepared in accordance and compliance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

 

(b)Basis of preparation

 

These condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. This interim financial report does not include all of the information required of a full annual financial report and is intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in financial position and performance of the Company since the end of the last annual reporting period. It is therefore recommended that this financial report be read in conjunction with the annual audited consolidated financial statements of the Company for the year ended December 31, 2022. However, this interim financial report provides selected significant disclosures that are required in the annual audited consolidated financial statements under IFRS.

 

Except as described below, these condensed consolidated interim financial statements follow the same accounting policies and methods of application as the annual audited consolidated financial statements for the year ended December 31, 2022.

 

The changes in accounting policies are also expected to be reflected in the Company's consolidated financial statements as at and for the year ending December 31, 2023.

 

Certain amounts in prior years have been reclassified to conform to the current period presentation.

 

 6 

Almaden Minerals Ltd.

Notes to the condensed consolidated interim financial statements

For the three and six months ended June 30, 2023

Unaudited - Expressed in Canadian dollars

 

3.Significant accounting policies

 

These condensed consolidated interim financial statements do not include all note disclosures required by IFRS for annual financial statements and, therefore, should be read in conjunction with the annual financial statements for the year ended December 31, 2022. In the opinion of management, all adjustments considered necessary for fair presentation of the Company’s financial position, results of operations and cash flows have been included. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

 

4.Accounts receivable and prepaid expenses

 

Accounts receivable and prepaid expenses consist of the following:

 

   June 30,   December 31, 
   2023   2022 
Accounts receivable (Note 11(b))  $114,437   $198,942 
Prepaid expenses   117,576    60,529 
   $232,013   $259,471 

 

During the period ended June 30, 2023, the Company has recorded value added taxes of $72,119 included in exploration and evaluation assets, as the value added tax relates to certain projects and is expected to be recovered when the assets are 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 is as follows:

 

   June 30,
2023
   December 31,
2022
 
Opening balance  $465,930   $548,607 
Modification by extending the lease term   -    - 
Less: lease payments   (63,486)   (130,056)
Interest expense   20,802    47,379 
    423,246    465,930 
Less: current portion of lease liabilities   (94,268)   (88,295)
Long-term portion of lease liabilities  $328,978   $377,635 

 

 7 

Almaden Minerals Ltd.

Notes to the condensed consolidated interim financial statements

For the three and six months ended June 30, 2023

Unaudited - Expressed in Canadian dollars

 

5.Right-of-use assets and lease liabilities (Continued)

 

The continuity of ROU assets is as follows:

 

   June 30,
2023
   December 31,
2022
 
Opening balance  $432,319   $539,110 
Modification by extending the lease term   -    - 
Less: amortization of ROU assets   (50,861)   (106,791)
   $381,458   $432,319 

 

During the six months ended June 30, 2023, the Company recognized occupancy expenses of $20,070 (2022 - $22,867) related to short term leases.

 

As at June 30, 2023, the remaining payments for the operating lease are due as follows:

 

   2023   2024   2025   2026   2027   Total 
Office lease  $83,687   $170,672   $173,970   $177,268   $44,523   $650,120 

 

6.Property, plant and equipment

 

   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   -    267    -    -    -    -    267 
June 30, 2023   159,171    271,807    198,981    51,760    245,647    6,568,841    7,496,207 
                                    
Accumulated depreciation                                   
December 31, 2022   153,203    251,441    192,138    50,975    237,312    -    885,069 
Depreciation   597    3,031    1,026    79    834    -    5,567 
June 30, 2023   153,800    254,472    193,164    51,054    238,146    -    890,636 
                                    
Carrying amounts                                   
December 31, 2022   5,968    20,099    6,843    785    8,335    6,568,841    6,610,871 
June 30, 2023   5,371    17,335    5,817    706    7,501    6,568,841    6,605,571 

 

 8 

Almaden Minerals Ltd.

Notes to the condensed consolidated interim financial statements

For the three and six months ended June 30, 2023

Unaudited - Expressed in Canadian dollars

 

7.Exploration and evaluation assets

 

   Tuligtic 
Exploration and evaluation assets  $ 
Acquisition costs:     
Opening balance - (December 31, 2022)   11,308,721 
Closing balance - (June 30, 2023)   11,308,721 
Deferred exploration costs:     
Opening balance - (December 31, 2022)   51,806,355 
Costs incurred during the period     
Professional fees   113,010 
Geochemical, metallurgy   1,022 
Travel and accommodation   52,770 
Geology, geophysics and exploration   86,352 
Supplies and miscellaneous   225,268 
Environmental and permit   321,475 
Value-added tax (Note 4)   72,119 
Refund - Value-added tax   (191,897)
Total deferred exploration costs during the period   680,119 
Closing balance - (June 30, 2023)   52,486,474 
Total exploration and evaluation assets   63,795,195 

 

The following is a description of the Company’s most significant property interests:

 

(a)Tuligtic

 

In 2001, the Company acquired by staking a 100% interest in the Tuligtic property in Puebla, Mexico. The property contains the Ixtaca Zone.

 

(b)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 the six months ended June 30, 2023, the Company received a VAT recovery of $191,897 (2022 - $124,006) and other income of $54,714 (2022 - $33,493) related to a VAT refund from prior years which is recorded in interest and other income.

 

 9 

Almaden Minerals Ltd.

Notes to the condensed consolidated interim financial statements

For the three and six months ended June 30, 2023

Unaudited - Expressed in Canadian dollars

 

8.Gold loan payable and gold in trust

 

The Company has entered into a secured gold loan agreement (“Gold Loan”) with Almadex Minerals Ltd. (“Almadex”) or the “Lender” pursuant to which Almadex has agreed to loan up to 1,597 ounces of gold bullion to the Company. The approximate value of this gold as at 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 is March 31, 2024, and can be extended by two years at the discretion of the Company (the “Term”). Repayment of the Loan Value shall be made either through delivery of that amount of gold drawn, or through the issuance of common shares of the Company (“Shares”), according to the Lender’s discretion. Mandatory prepayment shall be required in the event that the Company’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 interest rate of the Gold Loan is 10% of the Loan Value per annum, calculated monthly, paid in arrears. Interest payments can either be accrued to the Loan Value, or paid by the Company in cash or gold bullion. A standby fee of 1% per annum, accrued quarterly, will be applied to any undrawn amount on the Gold Loan.

 

In addition, the Company has 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 amortized cost using the effective interest method, recognizing interest expense on an effective yield basis.

 

The Company has determined that the Gold Loan contains multiple derivatives which are embedded in the US dollar denominated debt instrument. As the convertible Gold Loan is denominated in US dollars and is convertible into common shares based upon a variable Canadian dollar conversion rate, the fixed for fixed criteria is not met. As such, the conversion option cannot be classified as an equity instrument and is deemed to have no value. The embedded derivative from indexation of the loan principal portion to the movement in the price of gold is classified as a derivate financial liability and is marked to market at each period end using the Black-Scholes option-pricing model.

 

 10 

Almaden Minerals Ltd.

Notes to the condensed consolidated interim financial statements

For the three and six months ended June 30, 2023

Unaudited - Expressed in Canadian dollars

 

8.Gold loan payable and gold in trust (Continued)

 

At inception, the following assumptions were used: expected life of five years, risk-free interest rate of 1.57% and expected volatility of 11.06%. The fair value of the embedded derivative for the period ended June 30, 2023 decreased by $74,658 based on the following assumptions used in the Black-Scholes option-pricing model: expected life of 0.75 years, risk-free interest rate of 4.00% and expected volatility of 11.57%.

 

The continuity of gold loan payable and derivative financial liabilities are as follows:

 

   June 30,
2023
   December 31,
2022
 
Gold loan payable – opening balance  $3,929,015   $3,227,545 
Accrued interest expense   172,249    314,024 
Accrued standby fees   5,159    9,416 
Accretion expense   84,473    144,868 
Foreign exchange difference   (90,841)   233,162 
Gold loan payable  $4,100,055   $3,929,015 
           
Derivative financial liabilities – opening balance  $306,084   $391,620 
Change in fair value through profit & loss   (74,658)   (110,177)
Foreign exchange difference   (6,489)   24,641 
Derivative financial liabilities  $224,937   $306,084 

 

As at June 30, 2023, Almaden has 397 ounces of gold bullion on its account at a fair value of $1,000,459.

 

The continuity of gold in trust are as follows:

 

   June 30, 2023   December 31, 2022 
   Ounces   $   Ounces   $ 
Gold in trust, opening balance   397    974,397    397    915,995 
Change in fair value through profit & loss   -    49,869    -    (6,518)
Foreign exchange difference   -    (23,807)   -    64,920 
    397    1,000,459    397    974,397 

 

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%

 

 11 

Almaden Minerals Ltd.

Notes to the condensed consolidated interim financial statements

For the three and six months ended June 30, 2023

Unaudited - Expressed in Canadian dollars

 

9.Warrant liability (Continued)

 

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 $102,196 (June 30, 2022 – $383,219) and is recognized in the condensed consolidated interim statements of comprehensive loss for the period ended June 30, 2023. The fair value warrants were re-valued at period end using the Black-Scholes option-pricing model with the following assumptions:

 

   June 30, 2023  June 30, 2022
Risk-free interest rate  4.68%  3.12%
Expected life of warrants  0.72 years  1.72 years
Expected annualized volatility  67.24%  79.36%
Dividend  Nil  Nil
Forfeiture rate  0%  0%

 

10.Share capital and reserves

 

(a)Authorized share capital

 

At June 30, 2023, 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)Warrants

 

The continuity of warrants for the six months ended June 30, 2023 is as follows:

 

   Exercise   December 31,               June 30, 
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    -    -    (5,489,658)   11,958,846 
Weighted average exercise price       $0.88    -    -   $0.50   $1.04 

 

(c)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 June 30, 2023, the Company had reserved 1,392,141 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.

 

 12 

Almaden Minerals Ltd.

Notes to the condensed consolidated interim financial statements

For the three and six months ended June 30, 2023

Unaudited - Expressed in Canadian dollars

 

10.Share capital and reserves (Continued)

 

(c)Share purchase option compensation plan (Continued)

 

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 during the six months ended June 30, 2023 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 six months ended June 30, 2023 is as follows:

 

Expiry date  Exercise
price
   December 31,
2022
   Granted   Exercised   Expired   June 30,
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 
Options outstanding and exercisable        12,530,000    2,575,000    -    (2,775,000)   12,330,000 
Weighted average                               
  exercise price       $0.49   $0.27    -   $0.74   $0.39 

 

Total share-based payments expenses as a result of options granted and vested during the period ended June 30, 2023 was $372,500 (2022 - $1,149,550).

 

The fair value of the options granted during the period ended June 30, 2023 was estimated on the grant date using the Black-Scholes option pricing model with the following weighted average assumptions:

 

Risk-free interest rate  3.00%
Expected life  5.00 years
Expected volatility  58.59%
Expected dividend yield  Nil
Weighted average fair value per option  $0.14

 

 13 

Almaden Minerals Ltd.

Notes to the condensed consolidated interim financial statements

For the three and six months ended June 30, 2023

Unaudited - Expressed in Canadian dollars

 

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:

 

   Three months ended June 30,   Six months ended June 30, 
   2023   2022   2023   2022 
                 
Professional fees  $15,000   $15,000   $30,000   $30,000 
Salaries and benefits (1)   74,175    113,663    148,350    222,525 
Share-based payments   259,000    647,900    355,000    950,150 
Director’s fees   36,250    36,250    72,500    72,500 
   $384,425   $812,813   $605,850   $1,275,175 

 

(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 three months ended June 30, 2023, the Company received $18,868 (2022 - $37,705) from Azucar for administrative services fees included in other income and received $258,353 (2022 - $182,741) from Almadex for administrative services fees included in other income.

 

During the six months ended June 30, 2023, the Company received $37,541 (2022 - $74,483) from Azucar for administrative services fees included in other income and received $514,173 (2022 - $361,312) from Almadex for administrative services fees included in other income.

 

At June 30, 2023, included in accounts receivable is $7,235 (December 31, 2022 - $64,006) due from Azucar and $104,930 (December 31, 2022 - $117,044) due from Almadex in relation to expense recoveries.

 

Under the Administrative Services Agreements, the Company is the sole and exclusive manager of Azucar and Almadex that provides general management services, office space, executive personnel, human resources, geological technical support, accounting and financial 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

 

At June 30, 2023, the Company accrued $89,869 (December 31, 2022 - $80,727) payable to Almadex for exploration and drilling services in Mexico.

 

 14 

Almaden Minerals Ltd.

Notes to the condensed consolidated interim financial statements

For the three and six months ended June 30, 2023

Unaudited - Expressed in Canadian dollars

 

11.Related party transactions and balances (Continued)

 

(c)Other related party transactions (Continued)

 

During the three and six months ended June 30, 2023, the Company employed the Chair’s daughter for a salary of $10,325 and $20,650 less statutory deductions (2022 - $10,325 and $20,650) 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 three months ended June 30, 2023 was based on the loss attributable to common shareholders of $782,425 (2022 - $926,375) and a weighted average number of common shares outstanding of 137,221,408 (2022 – 137,221,408).

 

The calculation of basic net loss per share for the six months ended June 30, 2023 was based on the loss attributable to common shareholders of $1,332,690 (2022 - $2,066,293) and a weighted average number of common shares outstanding of 137,221,408 (2022 – 137,221,408).

 

The calculation of diluted net loss per share for the three and six months ended June 30, 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

 

As at June 30, 2023, $100,450 of exploration and evaluation asset costs are included in trade and other payables (December 31, 2022 - $90,850).

 

Supplemental information regarding the split between cash and cash equivalents is as follows:

 

   June 30,
2023
   December 31,
2022
 
         
Cash  $1,432,149   $1,542,956 
Term Deposits   3,486,000    5,115,120 
   $4,918,149   $6,658,076 

 

14.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 derivative financial liabilities, 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.

 

 15 

Almaden Minerals Ltd.

Notes to the condensed consolidated interim financial statements

For the three and six months ended June 30, 2023

Unaudited - Expressed in Canadian dollars

 

14.Financial instruments (Continued)

 

(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 June 30, 2023, 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  $2,781,715   $254,174 
Accounts receivable and prepaid expenses   -    2,271 
Gold in trust   1,000,459    - 
Total assets  $3,782,174   $256,445 
           
Trade and other payables  $28,174   $129,641 
Gold loan payable   4,100,055    - 
Derivative financial liabilities   224,937    - 
Total liabilities  $4,353,166   $129,641 
           
Net assets  $(570,992)  $126,804 

 

A 10% change in the US dollar exchange rate relative to the Canadian dollar would change the Company’s net loss by $60,000.

 

A 10% change in the Mexican peso relative to the Canadian dollar would change the Company’s net loss by $10,000.

 

(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 June 30, 2023, the Company’s maximum exposure to credit risk is the carrying value of its cash and cash equivalents, and accounts receivable.

 

 16 

Almaden Minerals Ltd.

Notes to the condensed consolidated interim financial statements

For the three and six months ended June 30, 2023

Unaudited - Expressed in Canadian dollars

 

14.Financial instruments (Continued)

 

(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 $50,000.

 

(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.

 

(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 
    $    $    $    $ 
Derivative financial liabilities   -    224,937    -    224,937 
Warrant liability   -    591    -    591 

 

 17 

Almaden Minerals Ltd.

Notes to the condensed consolidated interim financial statements

For the three and six months ended June 30, 2023

Unaudited - Expressed in Canadian dollars

 

15.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.

 

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.

 

16.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:

 

   June 30,
2023
  

December 31,

2022

 
Canada  $416,466   $472,435 
United States   6,568,840    6,568,840 
Mexico   63,796,918    63,116,991 
   $70,782,224   $70,158,266 

 

17.Subsequent event

 

On July 10, 2023, the Company granted officers, directors and consultants an aggregate of 2,520,000 stock options in accordance with the terms of the Company’s stock option plan, each of which is exercisable into one common share at an exercise price of $0.16 per share until July 10, 2028.

 

 

 

 

 

 

18

 

Exhibit 99.2

 

ALMADEN MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

June 30, 2023

 

INTRODUCTION

 

This Management’s Discussion and Analysis (“MD&A”) for Almaden Minerals Ltd. (“Almaden” or the “Company”) has been prepared based on information known to management as of August 10, 2023. This MD&A is intended to help the reader understand, and should be read in conjunction with, the condensed consolidated interim financial statements of Almaden for the financial period ended June 30, 2023 and supporting notes. The condensed consolidated interim financial statements have been prepared in accordance and compliance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.

 

Management is responsible for the preparation and integrity of the Company’s condensed consolidated interim financial statements, including the maintenance of appropriate information systems, procedures and internal controls. The audit committee of the board of directors of the Company (the “Board”) meets with management regularly to review the Company’s condensed consolidated interim financial statements and MD&A, and to discuss other financial, operating and internal control matters.

 

All currency amounts used in this MD&A are expressed in Canadian dollars unless otherwise noted.

 

The Company’s common stock is quoted on the NYSE American stock exchange under the trading symbol “AAU” and on the Toronto Stock Exchange under the symbol “AMM”.

 

This MD&A contains forward looking statements that involve numerous risks and uncertainties. The Company continually seeks to minimize its exposure to business risks, but by the nature of its business and exploration activities and size, will always have some risk. These risks are not always quantifiable due to their uncertain nature. Should one or more of these risks and uncertainties, including those described under the heading “Risk factors” in our Annual Information Form (“AIF”) and those set forth in this MD&A under the headings “Cautionary Notes Regarding Forward-Looking Statements” materialize, or should underlying assumptions prove incorrect, then actual results may vary materially from those described in forward-looking statements.

 

ADDITIONAL INFORMATION

 

The Company’s financial statements, MD&A and additional information relevant to the Company, including the Company’s AIF for the year ended December 31, 2022, can be found on SEDAR at www.sedar.com, on the EDGAR section of the SEC’s website at www.sec.gov, and/or on the Company’s website at www.almadenminerals.com.

 

QUARTERLY HIGHLIGHTS

 

Following the announcement on February 21, 2023, the Company signed a cooperation agreement with the Ejido Santa María Zotoltepec, the Ejido located closest to the Ixtaca Project. The agreement is similar to the one signed in 2022 with the United Ejidatarios for the Sustainable Development of Santa María Zotoltepec, A.C., but it is signed with the entire Ejido after a majority vote in favour under strict agrarian rules and signed through an Act of Assembly. The agreement is initially focused on contributions to support an agro-technological package aimed at sustainable plant nutrition and soil enrichment. Longer term, the agreement commits the parties to work collaboratively under the Project’s Social Management Plan in pursuit of multiple United Nations Sustainable Development Goals. The agreement broadens the architecture needed to formulate and deliver Ixtaca’s Social Management Plan which will evolve from the Company’s Human Rights Impact Assessment (“HRIA” – see below) and be mindful of the United Nations’ Sustainable Development Goals.

 

 1 

 

During the quarter, the Company continued to await the outcome of its appeal of the April 13, 2023 decision of the second district court in Puebla State (the “District Court”), which ruled in favour of the “Economia Submission”. By way of background, on February 22, 2023, the Company reported that Mexico’s Ministry of the Economy (“Economia”) made a submission to the District Court which is implementing the decision of Mexico’s Supreme Court of Justice (“SCJN”) first announced by the Company on February 17, 2022, indicating that it had reviewed the mineral title applications related to the Original Concessions which were first made by Almaden in 2002 and 2008 and resolved, despite acting to the contrary in 2003 and 2009 respectively, that the applications contain technical faults which preclude the grant of the mineral claims (the “Economia Submission”). Economia was therefore seeking to deny the grant of the Original Concessions prior to engaging in the indigenous consultation ordered by the SCJN. These mineral titles underpin the Ixtaca deposit which was discovered by Almaden in 2010, and were reduced to application status because of an early 2022 decision of the SCJN.

 

Almaden believes that this action by Economia is inconsistent with the Mexican Mining Law, the SCJN decision, and international law. The Company submitted arguments challenging the Economia Submission to the District Court, but on April 13, 2023, the Company reported that the District Court ruled in favour of the Economia Submission. The Company has appealed this ruling to a higher court, and additional legal action is being considered. In the meantime, Almaden has been advised that so long as these appeals are continuing, Almaden’s mineral title applications from 2002 and 2008 remain in place thus preserving the mineral rights (“Mineral Rights”).

 

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.

 

Finally, on May 1, 2023, the Company announced completion of a social impact assessment relating to the potential impacts caused by the grant of the Company’s Ixtaca mineral claims (the “SIA”), and the completion of an HRIA that examines the potential impacts that could be caused if the Ixtaca project is developed in a manner consistent with the Ixtaca Feasibility Study first announced on December 11, 2018.

 

The SIA was completed by an independent and technically capable expert consulting group named Centro de Investigaciones Interculturales, Juridicas y Ambientales, S.C. (“CIIJA”), and, consistent with the 2022 ruling of Mexico’s Supreme Court of Justice (“SCJN” – see press release of July 4, 2022) and resolutions issued by the Inter-American Court of Human Rights, is focused on the identification and prediction of potential positive and negative human rights impacts that could be caused simply through the grant of the mineral titles. The SIA also proposes adequate mitigation and compensation measures for any human rights impacts identified through an ad hoc Social Action Plan. It considers the potential impacts on the rights of both indigenous and non-indigenous communities which physically overlap with the area of the mineral title applications.

 

The SIA concluded that there were no elements identified that would justify the cancellation of the concessions so long as the necessary social management measures were in place to avoid, mitigate or compensate for the potential negative impacts and amplify the positive ones.

 

The SIA was completed in the Fall of 2022 and submitted to Mexico’s Ministry of the Economy (“Economia”) in order to provide the Mexican State with a social impact study completed by an independent and technically capable entity and thus enable Economia to proceed with free prior and informed consultation of indigenous communities in fulfilment of its compliance with the February 2022 decision of the SCJN.

 

At the time of submission of the SIA, the Company also submitted modified claim applications requesting a significant reduction to the area of the mineral title applications. Neither the modified mineral claim applications nor the SIA were considered by Economia when it issued the Economia Submission.

 

 2 

 

The HRIA

 

The HRIA was commenced in 2021 (see press release of October 19, 2021) and represents a much more significant and holistic study than the SIA, as it aims to predict, identify, characterize, and assess the potential positive and negative impacts that the Ixtaca project could have during its lifespan on the human rights of both indigenous and non-indigenous communities located within its areas of influence and on other identified project stakeholders. In the event potential impacts are identified, the HRIA proposes strategies to amplify the positive and mitigate or compensate for the negative. The HRIA is not confined to the area of the mineral title applications and defines three areas of influence of the project: core, direct, and indirect.

 

The HRIA was also led by CIIJA. The Company believes that completion of an HRIA reflects best international standards and produces substantial long-term value for stakeholders as it is conducive to operational continuity, community integration with the project, and culturally pertinent sustainable development for all stakeholders. The Company expects that the HRIA would be an important consideration for Mexican authorities at the time of potential permitting of the Ixtaca project as currently envisaged, which the Company would likely proceed with subject to receipt of the required mineral titles.

 

This important exercise has involved extensive field work under the oversight of an independent Advisory Committee comprised of local community representatives and the following subject-matter experts:

 

Dr. S. James Anaya – Chair of Advisory Committee. Dr. Anaya is the former dean of the University of Colorado Law School. He is a graduate of the University of New Mexico (B.A., 1980) and Harvard Law School (J.D., 1983). He has taught and written extensively on international human rights and issues concerning indigenous peoples and has lectured in many countries throughout the world. Dr. Anaya served as the United Nations Special Rapporteur on the Rights of Indigenous Peoples from May 2008 to June 2014, where he participated in the drafting of the United Nations Declaration on the Rights of Indigenous Peoples.

 

Ms. Katya Puga – Ms. Puga holds a Bachelor's degree in Political Science from the Instituto Tecnológico y de Estudios Superiores of Monterrey (2006), and pursued an MPhil in Social Studies at the Universidad Nacional Autónoma of Mexico. She has served as the Under-Secretary for Planning and Environmental Policy at Mexico’s Ministry of the Environment (“SEMARNAT”) and Director of Social Impact and Surface Occupation at the Ministry of Energy. She has also gained significant experience at departments within the United Nations, most notably as Liaison with the UN program for development where she led projects around democratic dialogues and indigenous peoples rights.

 

Dr. María del Carmen Carmona - Dr. Carmona studied law at the Escuela Libre de Derecho in Mexico and later specialized in Natural Resources Law at the Universidad Iberoamericana, prior to receiving a Doctorate in Political Science from the Universidad Nacional Autónoma of Mexico in 1996. She is a full-time researcher at the prestigious Legal Research Institute at UNAM, as well as a Level II member of the National Research System. Her research focuses on Environmental Law, Natural Resource Law, Human Rights that are related to the right to a healthy environment, Water Law, regulatory status of underground water, Coastal Law, Indigenous Law and Energy Justice. She has served as Under Attorney General at SEMARNAT.

 

Dr. Sergio Puig. Dr. Puig studied law at the Instituto Technologico Autonomo de Mexico (LL.B., 2002) and received a doctoral degree (JSD) in International Economic Law from Stanford Law School in 2009. He is currently the Evo DeConcini Professor of Law and Director of the International Trade and Business Law Program at the University of Arizona, as well as the Co-Editor in Chief of the Journal of International Economic Law. Before joining the University of Arizona, Professor Puig was the teaching fellow of the Program in International Legal Studies (SPILS) at Stanford and served as a lecturer in law at Duke and Stanford Universities. Before entering academia, he practiced law in Mexico and the USA, and worked at the World Bank and International Centre for Settlement of Investment Disputes (ICSID).

 

The Advisory Committee was charged with ensuring the HRIA was conducted in an independent manner with a robust methodology, and also provided comments and proposed mitigation measures for the identified impacts.

 

 3 

 

In their final comments regarding the HRIA, the committee stated that the HRIA was:

 

developed in accordance with sound procedures, based on international standards and good practices, as well as with professionalism, seriousness, and good faith.

 

The committee also emphasized the Company’s need to continue to exercise due diligence to ensure that the human rights of individuals and communities that might be affected by the Ixtaca project are protected.

 

The HRIA itself involved hundreds of interactions with individuals and groups throughout the areas of influence of the Ixtaca project. It identified four core communities that would receive the majority of both positive and negative impacts of the project – Santa Maria Zotoltepec (pop. 478), Zacatepec (pop. 285), Ixtacamaxtitlan (pop. 515), and Loma Larga (pop. 83). The HRIA concludes that:

 

the impacts identified, given the early stage of the Project, can be avoided or mitigated through actions that translate into plans and programs, which in turn will be aligned with the company's Human Rights Policy, which is very positive since it has the necessary time to design and implement them, and thus avoid their occurrence or reduce the magnitude of the impact so that compensation for violating human rights is not required.

 

“In accordance with the above we can mention that the state of compliance and enjoyment of human rights in the region of influence is reasonably high, taking into account that in reality the formal or official data regarding compliance and enjoyment of human rights in the region are extremely limited due to the absence of specific sources and therefore generating or obtaining reliable data in this regard has been complicated because the available data are usually general and present situations rather limited to the interaction with authorities; However, no specific data was obtained from the surveys, workshops and interviews that demonstrate facts or acts directly attributable to the company developing the Project that violate the human rights of individuals and communities surrounding the Project, and even when impacts on the enjoyment of the aforementioned rights are foreseen or can be foreseen, it should be noted that as long as the mining company that will develop the Project both in its construction phase and in its operation phase is in compliance with applicable laws and regulations as well as in accordance with the standards and practices commonly accepted in the mining industry, the violation or non-compliance with human rights is a minor possibility that can be addressed and resolved in most cases in accordance with the internal plans and policies of the Project as mentioned in this document.”

 

Almaden takes seriously the conduct of human rights due diligence and the planning, development, and implementation of policies and procedures as and if the Ixtaca project advances. This includes the understanding that ongoing dialogue may lead to changes in mine design, as it has in the past during feasibility stage mine design (e.g. see press release, March 21st, 2018). In this respect, it is pleased to recall the community agreements signed recently with the Ejido of Santa Maria Zotoltepec, the Irrigation Group of Small Producers from Zacatepec A.C. (“IGSP”), and the United Ejidatarios for the Sustainable Development of Santa María Zotoltepec, A.C. These agreements provide a strong basis for ongoing dialogue and the delivery of shared benefits from the project.

 

The Company confirms its interest in continuing to work with the indigenous community of Santa María Zotoltepec and other communities located within the areas of influence of the Ixtaca project to amplify its local net benefits which are a part of Almaden’s Social Action Plan. The foregoing is subject to the adequate completion of the indigenous consultation by Economia, as mandated by the SCJN in compliance with Mexico’s international human rights obligations.

 

The SIA, HRIA and related documents are available on the website of the Company’s Mexican subsidiary, Minera Gorrión.

 

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OVERALL PERFORMANCE

 

Overview

 

Company Mission and Focus

 

The Company’s goal is to advance its wholly-owned Ixtaca gold-silver deposit to become a low-cost, modern mine which makes a positive social difference.

 

Qualified Person

 

Morgan Poliquin, P.Eng., a “Qualified Person” as defined in National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) and the President, Chief Executive Officer and a director of Almaden, has reviewed and approved the scientific and technical information in this MD&A. Much of the scientific and technical contents in this MD&A are derived from the Technical Report titled “Ixtaca Gold-Silver Project, Puebla State, Mexico, NI 43-101 Technical Report on the Feasibility Study” with an effective date of January 24, 2019 (the “FS”). The independent Qualified Persons responsible for preparing the FS are set out below under the heading, “Qualified Persons, Sample Preparation, Analyses, Quality Control and Assurance”.

 

Use of the Terms “Mineral Resources” and “Mineral Reserves”

 

All capitalized terms used but not defined in this MD&A have the meanings given to them in NI 43-101 and the 2014 CIM definitions Standards on Mineral Resources and Reserves (the “CIM Standards”).

 

Any reference in this MD&A to Mineral Resources does not mean Mineral Reserves.

 

Under CIM Standards, a Mineral Reserve is the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by a Preliminary Feasibility Study or a Feasibility Study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that extraction could reasonably be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined.

 

A Mineral Resource is a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling.

 

Mineral Resources are sub-divided, in order of increasing geologic confidence, into Inferred, Indicated and Measured categories. An Inferred Mineral Resource has a lower level of confidence than that applied to an Indicated Mineral Resource. An Indicated Mineral Resource has a higher level of confidence than an Inferred Mineral Resource but has a lower level of confidence than a Measured Mineral Resource.

 

An Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.

 

An Indicated Mineral Resource has a higher level of confidence than an Inferred Mineral Resource but has a lower level of confidence than a Measured Mineral Resource, and may only be converted to a Probable Mineral Reserve.

 

A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve.

 

 5 

 

The disclosure in this MD&A has been prepared in accordance with the requirements of the securities laws in effect in Canada which differ from the requirements of United States securities laws. All mining terms used herein but not otherwise defined have the meanings set forth in National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"). Accordingly, information contained in this MD&A containing descriptions of the Company's mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of United States federal securities laws and the rules and regulations thereunder For example, the terms “Mineral Reserve,” “Proven Mineral Reserve” and “Probable Mineral Reserve” are Canadian mining terms as defined in accordance with NI 43-101 and the CIM Standards. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves under United States rules. “Indicated Mineral Resource” and “Inferred Mineral Resource” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all, or any part, of an Indicated Mineral Resource or Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of Feasibility Studies or Pre-Feasibility Studies, except in rare cases. Investors are cautioned not to assume that all or any part of an Inferred Mineral Resource exists or is economically or legally mineable.

 

Ixtaca (Tuligtic) – Mexico

 

The following is a brief description of the Company’s sole mineral project, in which the Company has an interest, subject to the legal proceedings described under “Risk and Uncertainties – Title to mineral properties”. Additional information can be obtained from Almaden’s website at www.almadenminerals.com and in the FS, which is available under the Company’s SEDAR profile at www.sedar.com.

 

Location and Ownership

 

The Company holds an interest in the Ixtaca Project described under “Risk and Uncertainties – Title to the mineral properties”, subject to a 2% net smelter return (“NSR”) royalty held by Almadex Minerals Ltd. (“Almadex”). The Ixtaca Project lies within the Trans Mexican Volcanic Belt about 120 kilometres southeast of the Pachuca gold/silver deposit, which has reported historic production of 1.4 billion ounces of silver and 7 million ounces of gold. The Tuligtic property, located in Puebla State, was acquired by staking in 2001 following prospecting work carried out by the Company in the area. Since that time, Almaden has had agreements to develop the property with three separate parties, all of whom relinquished all rights to the property and none of whom conducted work on the Ixtaca zone. The Ixtaca zone is located along a trend of shallowly eroded epithermal systems that Almaden has identified in eastern Mexico. The Mineral Rights currently held by the Company in respect of the Ixtaca Project are further described in the section titled “Title to Mineral Properties”.

 

Feasibility Study and Updated Resource Estimate

 

On December 11, 2018, Almaden announced the results of an independent Feasibility Study titled “Ixtaca Gold-Silver Project, Puebla State, Mexico NI 43-101 Technical Report on the Feasibility Study” (defined above as the “FS”). The FS was subsequently filed on SEDAR on January 24, 2019. An update to the FS was filed on SEDAR on October 3, 2019.

 

The FS estimated the initial capital cost of Ixtaca to be US$174 million. None of this amount has been spent to date. Once mineral title is secured, the Company will focus on pursuing the permitting of the project with Mexican authorities and anticipates that it will incur less than $10 million in the lead-up to potential construction, exclusive of corporate general, administrative, discretionary exploration drilling, and financing costs, with such amounts relating to permitting costs, land acquisition, mill storage, and contingencies. Land acquisition costs generally refer to private acquisition agreements with surface landowners in order to facilitate a Change of Use of Land permit. The $10 million expenditure mentioned in this paragraph is not required for the purposes of maintaining the Ixtaca Project.

 

 6 

 

The Company expects to keep the Rock Creek Mill in storage until the environmental impact assessment permit is approved. The Rock Creek Mill has been dismantled and prepared for shipping.

 

The significant events remaining prior to being in a position to commence construction are as follows:

 

·Completion of Court-ordered indigenous consultation by Economia.

 

·MIA permit application and approval.

 

·Change of Use of Land permit.

 

·Project financing.

 

FS HIGHLIGHTS

 

(All values shown are in US$. Base case uses $1,275/oz gold and $17/oz silver prices. Gold and silver equivalency calculations assume 75:1 ratio).

 

Average annual production of 108,500 ounces gold and 7.06 million ounces silver (203,000 gold equivalent ounces, or 15.2 million silver equivalent ounces) over first 6 years;

 

After-tax IRR of 42% and after-tax payback period of 1.9 years;

 

After-tax NPV of $310 million at a 5% discount rate;

 

Initial Capital of $174 million;

 

Conventional open pit mining with a Proven and Probable Mineral Reserve of 1.39 million ounces of gold and 85.2 million ounces of silver;

 

Pre-concentration uses ore sorting to produce a total of 48 million tonnes of mill feed averaging 0.77 g/t gold and 47.9 g/t silver (2.03 g/t gold equivalent over first 6 years, 1.41 g/t gold equivalent over life of mine);

 

Average LOM annual production of 90,800 ounces gold and 6.14 million ounces silver (173,000 gold equivalent ounces, or 12.9 million silver equivalent ounces);

 

Operating cost $716 per gold equivalent ounce, or $9.55 per silver equivalent ounce;

 

All-in Sustaining Costs (“AISC”), including operating costs, sustaining capital, expansion capital, private and public royalties, refining and transport of $850 per gold equivalent ounce, or $11.30 per silver equivalent ounce;

 

Elimination of tailings dam by using filtered tailings significantly reduces the project footprint and water usage.

 

Feasibility Study Summary

 

Almaden engaged a team of consultants led by Moose Mountain Technical Services (“MMTS”) to undertake the FS. MMTS was responsible for mining, metallurgy, processing, infrastructure and the economic evaluation, APEX Geoscience Ltd. for exploration and drill data QA/QC, Giroux Consultants for the resources estimation, and SRK Consulting (U.S.), Inc. for aspects related to geotechnical, tailings and water management.

 

Table 1 – Summary of the Economics of the Ixtaca Feasibility Study

 

  Amount
Pre-Tax NPV (5%) $470 million
Pre-Tax IRR 57%
Pre-Tax Payback 1.6 Years
Post-Tax NPV (5%) $310 million
Post-Tax IRR 42 %
Post-Tax Payback 1.9 Years
Initial Capital $174 million
Life of Mine 11 Years
Waste/ ROM ore ratio 4.5:1
  Years 1 - 6 Life of Mine (LOM)
Cash Operating Cost ($/AuEq oz.) 667 716
AISC ($/AuEq oz.) 810 850
Annual Gold production (000's oz.) 108 90
Annual Silver production (000's oz.) 7,071 6,160
Annual Gold equivalent production (000's oz.) 202 173
Average mill feed grade (g/t) Au 1.10 0.77
Average mill feed grade (g/t) Ag 69.3 47.9
Average mill feed grade (g/t) AuEq 2.03 1.41

Economics assume a Gold Price of $1275/Oz and Silver Price of $17/Oz and are estimated on a 100% equity basis.

 

 7 

 

Geology and Mineral Resource Estimate

 

The Ixtaca deposit is an epithermal gold-silver deposit, mostly occurring as anastomosing (branching and re-connecting) vein zones hosted by limestone and shale basement rocks with a minor component of disseminated mineralisation hosted in overlying volcanic rocks. The wireframe models constructed to define the overall vein zones therefore contain interspersed irregular zones of barren limestone dilution. In this FS the limestone unit hosts 75% of the metal produced, the volcanic unit hosts 12% and the black shale unit hosts 13% on a gold-equivalent basis. The Mineral Resources for Ixtaca are presented in Table 2.

 

Table 2- Summary of Ixtaca Mineral Resources

 

MEASURED RESOURCE
AuEq Cut-off Tonnes > Cut-off Grade>Cut-off Contained Metal x 1,000
(g/t) (tonnes) Au (g/t) Ag (g/t) AuEq (g/t) Au (ozs) Ag (ozs) AuEq (ozs)
0.30 43,380,000 0.62 36.27 1.14 862 50,590 1,591
0.50 32,530,000 0.75 44.27 1.39 788 46,300 1,454
0.70 25,080,000 0.88 51.71 1.63 711 41,700 1,312
1.00 17,870,000 1.06 61.69 1.95 608 35,440 1,118

 

INDICATED RESOURCE
AuEq Cut-off Tonnes > Cut-off Grade>Cut-off Contained Metal x 1,000
(g/t) (tonnes) Au (g/t) Ag (g/t) AuEq (g/t) Au (ozs) Ag (ozs) AuEq (ozs)
0.30 80,760,000 0.44 22.67 0.77 1,145 58,870 1,994
0.50 48,220,000 0.59 30.13 1.02 913 46,710 1,586
0.70 29,980,000 0.74 37.79 1.29 715 36,430 1,240
1.00 16,730,000 0.96 47.94 1.65 516 25,790 888

 

INFERRED RESOURCE
AuEq Cut-off Tonnes > Cut-off Grade>Cut-off Contained Metal x 1,000
(g/t) (tonnes) Au (g/t) Ag (g/t) AuEq (g/t) Au (ozs) Ag (ozs) AuEq (ozs)
0.30 40,410,000 0.32 16.83 0.56 412 21,870 726
0.50 16,920,000 0.44 25.43 0.80 237 13,830 436
0.70 7,760,000 0.57 33.80 1.06 142 8,430 264
1.00 3,040,000 0.79 43.64 1.42 77 4,270 139
1.Ixtaca Mineral Resources Estimate have an effective date of 8 July 2018. The Qualified person for the estimate is Gary Giroux, P.Eng.

 

2.Base Case 0.3 g/t AuEq Cut-Off grade is highlighted. Also shown are the 0.5, 0.7 and 1.0 g/t AuEq cut-off results. AuEq calculation based average prices of $1250/oz gold and $18/oz silver. The Base Case cut-off grade includes consideration of the open pit mining method, 90% metallurgical recovery, mining costs of $1.82/t, average processing costs of $11.7, G&A costs of $1.81/t

 

 8 

 

3.Mineral Resources are reported inclusive of those Mineral Resources that have been converted to Mineral Reserves. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

 

4.The estimate of Mineral Resources may be materially affected by environmental, permitting, legal or other relevant issues. The Mineral Resources have been classified according to the CIM Definition Standards for Mineral Resources and Mineral Reserves in effect as of December 11, 2018.

 

5.All figures were rounded to reflect the relative accuracy of the estimates and may result in summation differences.

 

 

Mine Plan

 

The Ixtaca gold-silver project is planned as a typical open pit mining operation using contractor mining. Initial production will ramp up to a mill feed rate of 7,650 tonnes per day followed by an expansion to 15,300 tonnes per day from Year 5 onwards.

 

An ore control system is planned to provide field control for the loading equipment to selectively mine ore grade material separately from the waste.

 

Mining operations will be based on 365 operating days per year with three 8 hour shifts per day.

 

Processing

 

The FS reflects the Rock Creek process plant which has been purchased by Almaden. Run of mine ore will be crushed in a three-stage crushing circuit to -9 mm.

 

The FS also incorporates ore sorting, test work for which has shown the ability to separate barren or low grade limestone host rock encountered within the vein swarm from vein and veined material (see Almaden news release of July 16th 2018). Product from the secondary crusher will be screened in to coarse (+20mm), mid-size (12 to 20 mm), and fine (-12mm) fractions. Coarse and mid-size ore will be sorted by an XRT ore sort machine to eject waste rock. Fine ore will bypass the ore sorting and is sent directly to the mill.

 

Ore sort waste from Limestone and Black Shale is below waste/ore cutoff grade and is placed in the waste rock dump. Ore sort ‘waste’ from the Volcanic unit is low grade ore and will be stockpiled for processing later in the mine life. Ore sorting pre-concentration increases the mill feed gold and silver grades by 32% and 31% respectively compared to run of mine (ROM) grades. Table 3 shows ROM grades with ore sort waste removed from the ROM, and the resulting mill feed.

 

Table 3 Ore Sort Mill Feed grade improvement

 

    ROM Ore sort Mill
    Ore Waste Feed
Limestone million tonnes 51.5 18.8 32.7
Au g/t 0.572 0.24 0.763
Ag g/t 37.5 12.0 52.2
Black Shale million tonnes 12.2 6.3 5.8
Au g/t 0.517 0.25 0.806
Ag g/t 44.4 20.0 70.8
Volcanic million tonnes 9.4 - 9.4
Au g/t 0.790 - 0.790
Ag g/t 18.6 - 18.6
TOTAL million tonnes 73.1 25.1 48.0
Au g/t 0.591 0.24 0.773
Ag g/t 36.3 14.0 47.9

 

Crushed ore is transported to the grinding circuit by an over land conveyor. Grinding to 75 microns is carried out with ball milling in a closed circuit with cyclones. Cyclone underflow is screened and the screen undersize is treated in semi-batch centrifugal gravity separators to produce a gravity concentrate.

 

 9 

 

The gravity concentrate will be treated in an intensive leach unit with gold and silver recovered from electrowinning cells.

 

The cyclone overflow will be treated in a flotation unit to produce a flotation concentrate. After regrinding the flotation concentrate leaching will be carried out in 2 stages. CIL leaching for 24 hours will complete gold extraction, followed by agitated tank leaching to complete silver leaching. A carbon desorption process will recover gold and silver from the CIL loaded carbon, and a Merrill Crowe process will recover gold and silver from pregnant solution from the agitated leach circuit.

 

Cyanide destruction on leach residue is carried out using the SO2/Air process. Final tailings are thickened and filtered then dry stacked and co-disposed with mine waste rock.

 

Average process recoveries from mill feed to final product over the life of mine are summarized in Table 4 for each ore type.

 

Table 4 Average Life of Mine Process Recoveries from Mill Feed

 

  Gold Silver
Limestone 88.5% 86.8%
Volcanic 64.4% 76.3%
Black Shale 54.5% 84.7%

 

Water and Waste Management

 

One of Almaden’s top priorities at Ixtaca is water quality and a mine plan that provides a permanent and consistent long-term supply of water for residents. The plan outlined in the FS has evolved through the open dialogue between the Company and residents over the past number of years and as part of the Social Investment Plan consultation (see section below titled “Community Consultations”).

 

Rainfall in the Ixtaca vicinity falls primarily during a relatively short rainy season. With no local water storage facilities, the flash flows of water are currently lost to the communities. Under the FS, rainwater will be captured during the rainy season in the water storage reservoir and slowly released during the dry season, for use by both the mining operation and local residents.

 

Extensive geochemical studies have evaluated the potential for acid rock drainage and metal leaching from the waste rock and tailings using globally accepted standardised methods of laboratory testing and in compliance with Mexican regulations. Most of the waste rock at Ixtaca is limestone, and the studies of both waste rock and tailings have consistently shown that there is more than enough neutralising potential present in the waste rock to neutralise any acid generated. Testing to date also indicates low potential for metal leaching. These results along with the excellent access to potential markets in the growing industrial state of Puebla, indicate the potential for rock waste and tailings from the Ixtaca deposit to be secondary resources such as aggregate and cement feedstock.

 

In consideration of these findings and the hydrologic conditions at Ixtaca, Almaden and its consultants reviewed Best Available Technology and Best Applicable Practice in the design and planning of tailings management at Ixtaca, which resulted in selecting a dry-stack tailings facility which would include co-disposal of waste with filtered tailings, use much less water than traditional slurry facilities, reduce the mine footprint, allow for better dust control, and enable earlier rehabilitation of the tailings and waste disposal areas.

 

Mineral Reserve Estimate

 

Mineral Reserves in Table 5, have been developed by MMTS with an effective date of November 30, 2018, and are classified using the CIM Standards. The Mineral Reserves are based on an engineered open pit mine plan.

 

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Table 5 – Mineral Reserves

  Tonnes Diluted Average Grades Contained Metal
  (millions) Au (g/t) Ag (g/t) Au - '000 ozs Ag - '000 ozs
Proven 31.6 0.70 43.5 714 44,273
Probable 41.4 0.51 30.7 673 40,887
TOTAL 73.1 0.59 36.3 1,387 85,159

 

 

Mineral Reserves have an effective date of November 30, 2018. The qualified person responsible for the Mineral Reserves is Jesse Aarsen, P.Eng of Moose Mountain Technical Services.
The cut-off grade used for ore/waste determination is NSR>=$14/t
All Mineral Reserves in this table are Proven and Probable Mineral Reserves. The Mineral Reserves are not in addition to the Mineral Resources but are a subset thereof. All Mineral Reserves stated above account for mining loss and dilution.
Associated metallurgical recoveries (gold and silver, respectively) have been estimated as 90% and 90% for limestone, 50% and 90% for volcanic, 50% and 90% for black shale.
Reserves are based on a US$1,300/oz gold price, US$17/oz silver price and an exchange rate of US$1.00:MXP20.00.
Reserves are converted from resources through the process of pit optimization, pit design, production schedule and supported by a positive cash flow model.
Rounding as required by reporting guidelines may result in summation differences.

 

Legal, political, environmental, or other risks that could materially affect the potential development of the Mineral Reserves are provided below under the heading “Risk factors” and under the headings “Risk Factors” and “Mineral Property” in the Company’s Annual Information Form.

 

Capital and Operating Costs

 

Initial capital cost for the Ixtaca gold-silver project is $174 million and sustaining capital (including expansion capital) is $111 million over the LOM. The estimated expansion capital of $64.5 million will be funded from cashflow in Year 4 for the throughput ramp-up in Year 5. Estimated LOM operating costs are $26.8 per tonne mill feed. The following tables summarize the cost components:

 

Table 6 – Initial Capital Costs ($ millions)

 

Mining $22.2
Process $80.2
Onsite Infrastructure $24.3
Offsite Infrastructure $7.5
Indirects, EPCM, Contingency and Owner’s Costs $39.9
Total  $174.2

 

Table 7 – Expansion Capital Costs ($ millions)

 

Mining $1.2
Process $56.9
Infrastructure $1.5
Indirects, EPCM, Contingency and Owner’s Costs $5.0
Total $64.5

 

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Table 8 – LOM Average Operating Costs ($)

Mining costs $/tonne milled $15.2
Processing $/tonne milled $10.5
G&A $/tonne milled $1.1
Total $/tonne milled $26.8

 

Economic Results and Sensitivities

 

A summary of financial outcomes comparing base case metal prices to alternative metal price conditions are presented below. The FS base case prices are derived from current common peer usage, while the alternate cases consider the project’s economic outcomes at varying prices witnessed at some point over the three years prior to the effective date of the FS.

 

Table 9 - Summary of Ixtaca Economic Sensitivity to Precious Metal Prices (Base Case is Bold)

 

Gold Price ($/oz) 1125 1200 1275 1350 1425
Silver Price ($/oz) 14 15.5 17 18.5 20
 
Pre-Tax NPV 5% ($million) 229 349 470 591 712
Pre-Tax IRR (%) 35% 46% 57% 67% 77%
Pre-Tax Payback (years) 2.0 1.8 1.6 1.4 1.3
 
After-Tax NPV 5% ($million) 151 233 310 388 466
After-Tax IRR (%) 25% 34% 42% 49% 57%
After-Tax Payback (years) 2.6 2.1 1.9 1.7 1.5

 

Community Consultations

 

Almaden has a long history of engagement with communities in the region around the Ixtaca Project. Amongst many other initiatives, the Company has trained and employed drillers and driller helpers from the local area, held ten large-scale community meetings totalling over 4,500 people, taken 480 local adults on tours of operating mines in Mexico, and held monthly technical meetings on a diverse range of aspects relating to the mining industry and the Ixtaca Project. On December 9, 2018, Almaden hosted a large-scale community meeting which was attended by over 800 people, including representatives of the new Federal Government in Mexico. At the end of 2022, the Company convened an outdoor end of year gathering in a large open space and is very appreciative of the ongoing support and optimism from local communities regarding the future of the project and the tremendous value that we can collectively deliver to the local area through project development.

 

In 2017, Almaden engaged a third-party consultant to lead a community consultation and impact assessment at the Ixtaca Project. In Mexico, only the energy industry requires completion of such an assessment (known in Mexico as a Trámite Evaluación de Impacto Social, or “EVIS”) as part of the permitting process. The purpose of these studies is to identify the people in the area of influence of a project (“Focus Area”),and assess the potential positive and negative consequences of project development to assist in the development of mitigation measures and the formation of social investment plans.

 

The EVIS and subsequent work on the development of a Social Investment Plan were conducted according to Mexican and international standards such as the Guiding Principles on Business and Human Rights, the Equator Principles, and the OECD Guidelines for Multinational Enterprises and Due Diligence Guidance for Meaningful Stakeholder Engagement in the Extractive Sector.

 

Fieldwork for the EVIS was conducted by an interdisciplinary group of nine anthropologists, ethnologists and sociologists graduated from various universities, who lived in community homes within the Ixtaca Focus Area during the FS to allow for ethnographic immersion and an appreciation for the local customs and way of life. This third-party consultation sought voluntary participation from broad, diverse population groups, with specific attention to approximately one thousand persons in the Focus Area.

 

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This EVIS resulted in changes to some elements of the mine design, including the planned construction of a permanent water reservoir to serve the local area long after mine closure, and the shift to dry-stack filtered waste management.

 

In 2021 the Company announced its intention to build upon the work of the EVIS by completing an HRIA, the completion of which was announced on May 1, 2023 (see summary above under “Recent Updates”.

 

Almaden takes seriously the conduct of human rights due diligence and the planning, development, and implementation of policies and procedures as and if the Ixtaca project advances. This includes the understanding that ongoing dialogue may lead to changes in mine design, as it has in the past during feasibility stage mine design (e.g. see press release, March 21st, 2018). In this respect, it is pleased to recall the community agreements signed recently with the Ejido of Santa Maria Zotoltepec, the Irrigation Group of Small Producers from Zacatepec A.C. (“IGSP”), and the United Ejidatarios for the Sustainable Development of Santa María Zotoltepec, A.C. These agreements provide a strong basis for ongoing dialogue and the delivery of shared benefits from the project.

 

The Company confirms its interest in continuing to work with the indigenous community of Santa María Zotoltepec and other communities located within the areas of influence of the Ixtaca project to amplify its local net benefits which are a part of Almaden’s Social Action Plan. The foregoing is subject to the adequate completion of the indigenous consultation by Economia, as mandated by the SCJN in compliance with Mexico’s international human rights obligations.

 

Economic Contributions

 

The FS anticipates that approximately 600 direct jobs will be created during the peak of construction, and 420 jobs will be generated during operations. Assuming base case metal prices, under this FS, Ixtaca is anticipated to generate approximately US$130 million in Federal taxes, US$50 million in State taxes and US$30 million in Municipal taxes.

 

Closure and Reclamation

 

Mine waste areas will be reclaimed and re-vegetated at the end of mining activity. At closure, all buildings will be removed and remaining facilities, except for the water storage dam (WSD), will be reclaimed and re-vegetated. The WSD and the availability of this water to the local communities will remain after closure.

 

Opportunities

 

Several opportunities excluded from the base case economics have been identified in the FS.

 

·Results from the ore sorting tests identified several opportunities to increase the ore sort efficiency and could result in a further increase in mill feed grades. These opportunities will be investigated with future test work.

 

·Gold extraction recoveries in the minor black shale unit are currently impeded by the presence of carbonaceous material. Recent test work including carbon pre-flotation and ultra-fine gravity separation has demonstrated that the carbon can be liberated and removed with a significant improvement in gold recovery. This test work is ongoing and is expected to improve the black shale gold recovery.

 

·Test work carried out on Ixtaca limestone waste rock samples concluded that Ixtaca limestone waste rock is suitable for many types of concrete use and other applications such as shotcrete, subgrade, asphalt aggregate or railroad ballast with little effort and processing. Concrete produced with tests on Ixtaca limestone aggregate performed very well, achieving the 28-day design compressive strength of 30 MPa already at 7 days, and more than 40 MPa at 28 and 56 days.

 

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Ixtaca is connected by 60 km of paved road to the industrial city Apizaco, 120 km of paved road to the state capital of Puebla, and 170 km of paved road to Mexico City.

 

The sale of limestone ore sort rejects (a waste product) as an aggregate presents a very significant potential source of revenue to the project at no additional capital or operating cost to the project. There is also potential to sell some of the ROM waste rock as an aggregate.

 

·Fine aggregate from crushing and grinding operations is also expected to perform in a similar way to the coarse aggregate. Chemical analysis of the fine aggregate indicates that it is also suitable as a raw material for the production of lime cement or Portland cement if properly processed and blended with suitable silica aluminates.

 

Next Engineering and Development Steps

 

In December 2020, the Company announced that its initial environmental permit application submitted in 2019 for the Ixtaca Project (the “MIA”) was not approved by Mexican authorities. The Company has now prepared a revised MIA permit application and related documents which incorporate additional data presently available to the Company as well as data gathered in further field studies. The Company expects that the above-noted HRIA would also be an important consideration for Mexican authorities at the time of potential permitting of the Ixtaca project as currently envisaged, which the Company would likely proceed with subject to receipt of the required mineral titles.

 

Qualified Persons, Sample Preparation, Analyses, Quality Control and Assurance

 

The independent qualified persons responsible for preparing the FS were: Jesse Aarsen, P.Eng., Tracey Meintjes, P.Eng., Edward Wellman PE, PG, CEG, Clara Balasko, P.E., Kristopher Raffle, P.Geo., and Gary Giroux, M.A.Sc., P.Eng., all of whom acted as independent consultants to the Company, and are Qualified Persons as defined by NI 43-101.

 

The analyses used in the preparation of the mineral resource estimate were carried out at ALS Chemex Laboratories of North Vancouver (“ALS”) using industry standard analytical techniques. All strongly altered or epithermal-mineralized intervals of core have been sampled. Almaden employs a maximum sample length of 2 to 3m in unmineralized lithologies, and a maximum sample length of 1m in mineralized lithologies. During the years 2010 and 2011, Almaden employed a minimum sample length of 20cm. The minimum sample length was increased to 50cm from 2012 onwards to ensure the availability of sufficient material for replicate analysis. Drill core is half-sawn using industry standard diamond core saws. After cutting, half the core is placed in a new plastic sample bag and half is placed back in the core box. Sample numbers are written on the outside of the sample bags and a numbered tag placed inside the bag. Sample bags are sealed using a plastic cable tie. Sample numbers are checked against the numbers on the core box and the sample book.

 

ALS sends its own trucks to the Ixtaca Project to take custody of the samples at the Santa Maria core facility and transports them to its sample preparation facility in Guadalajara or Zacatecas, Mexico. Prepared sample pulps are then forwarded by ALS personnel to the ALS North Vancouver, British Columbia laboratory, which is ISO/IEC 17025:2017 and ISO 9001: 2015 certified, for analysis.

 

For gold, samples are first analysed by fire assay and atomic absorption spectroscopy (“AAS”). Samples that return values greater than 10 g/t gold using this technique are then re-analysed by fire assay but with a gravimetric finish. Silver is first analysed by Inductively Coupled Plasma - Atomic Emission Spectroscopy (“ICP-AES”). Samples that return values greater than 100 g/t silver by ICP-AES are then re analysed by HF-HNO3-HCLO4 digestion with HCL leach and ICP-AES finish. Of these samples those that return silver values greater than 1,500 g/t are further analysed by fire assay with a gravimetric finish. Blanks, field duplicates and certified standards were inserted into the sample stream as part of Almaden’s quality assurance and control program which complies with National Instrument 43-101 requirements. In addition to the in-house QAQC measures employed by Almaden, Kris Raffle, P.Geo. of APEX Geoscience Ltd., completed an independent review of blank, field duplicate and certified standard analyses.  All QAQC values falling outside the limits of expected variability were flagged and followed through to ensure completion of appropriate reanalyses.  No discrepancies were noted within the drill hole database, and all QAQC failures were dealt with and handled with appropriate reanalyses.

 

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The mineral resource estimate referenced in this document was prepared by Gary Giroux, P.Eng., an independent Qualified Person as defined by NI 43-101.

 

Exploration Opportunities

 

In addition to the Ixtaca gold-silver deposit, there are several additional exploration targets on the Company’s mineral claims, which cover an area of high level epithermal clay alteration. The project area is partially covered by volcanic ash deposits which mask underlying alteration, potential vein zones and associated soil responses. In areas devoid of this covering ash, soil sampling has defined several distinct zones of elevated gold and silver values and trace elements typically associated with epithermal vein systems. The Ixtaca zone is one of the largest areas of gold/silver soil response but it is also one of the areas with the least ash cover on the project. Management believes that the other altered and geochemically anomalous areas could represent additional zones of underlying quartz-carbonate epithermal veining like the Ixtaca zone.

 

The potential quantity and grade of these exploration targets is conceptual in nature. There has been insufficient exploration and/or study to define these exploration targets as a Mineral Resource. It is uncertain if additional exploration will result in these exploration targets being delineated as a Mineral Resource. The potential quantity and grade of these exploration targets has not been used in this FS.

 

Outlook

 

The Company would likely proceed to submit its MIA application and related documents, including the HRIA, subject to the completion of the required indigenous consultation by the Government of Mexico and receipt of the mineral titles at the property. In the normal course, MIA permits may take up to one year for review by SEMARNAT after submission.

 

RISKS AND UNCERTAINTIES

 

Below are some of the risks and uncertainties that the Company faces. For a full list of risk factors, please refer to the Company’s AIF for the year ended December 31, 2022, as filed on SEDAR on March 24, 2023, under the heading “Annual Information Form”.

 

Industry

 

The Company is engaged in the exploration and development of mineral properties, an inherently risky business. There is no assurance that a mineral deposit will ever be discovered, developed and economically produced. Few exploration projects result in the discovery of commercially mineable ore deposits. If market conditions make financings difficult, it may be difficult for the Company to find joint venture partners or to finance development of its projects. The Company may be unsuccessful in identifying and acquiring projects of merit.

 

Mineral resource estimates

 

The estimation of resources and mineralization is a subjective process and the accuracy of any such estimates is a function of the quality of available data and of engineering and geological interpretation and judgment. No assurances can be given that the volume and grade of resources recovered and rates of production will not be less than anticipated in the FS, the Mineral Resource Estimate, the Mineral Reserve Estimate, or otherwise.

 

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The prices of gold, silver and other metals

 

The price of gold is affected by numerous factors including central bank sales or purchases, producer hedging activities, the relative exchange rate of the U.S. dollar with other major currencies, supply and demand, political, economic conditions and production levels. In addition, the price of gold has been volatile over short periods of time due to speculative activities.

 

The price of silver is affected by similar factors and, in addition, is affected by having more industrial uses than gold, as well as sometimes being produced as a by-product of mining for other metals with its production thus being more dependent on demand for the main mine product than supply and demand for silver. The prices of other metals and mineral products that the Company may explore for have the same or similar price risk factors.

 

Cash flows and additional funding requirements

 

The Company currently has no revenue from operations. Additional capital would be required to continue with advancement and development of its properties. The sources of funds currently available to the Company are equity capital or the offering of an interest in its projects to another party. The Company believes it currently has sufficient financial resources to undertake all of its currently planned programs.

 

Exchange rate fluctuations

 

Fluctuations in currency exchange rates, principally the Canadian/U.S. Dollar and the Canadian/MXN exchange rates, can impact cash flows. The exchange rates have varied substantially over time. Most of the Company’s expenses in Mexico are denominated in U.S. Dollars and MXN. Fluctuations in exchange rates may give rise to foreign currency exposure, either favourable or unfavourable, which will impact financial results. The Company does not engage in currency hedging to offset any risk of exchange rate fluctuation.

 

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 and employee health and safety promulgated by governments and government agencies.

 

Environmental (inclusive of climate change) and health and safety laws and regulations are complex and have become more stringent over time. Failure to comply with applicable environmental and health and safety laws may result in injunctions, damages, suspension or revocation of permits and imposition of penalties. Environmental regulation is evolving in a manner resulting in stricter standards and the enforcement of, and fines and penalties for, non-compliance are becoming more stringent.

 

The Company is also subject to various reclamation-related conditions. Reclamation requirements are designed to minimize long-term effects of mining exploitation and exploration disturbance by requiring the operating company to control possible deleterious effluents and to re-establish to some degree pre-disturbance land forms and vegetation. The Company is subject to such requirements in connection with its activities at Ixtaca. Any significant environmental issues that may arise, however, could lead to increased reclamation expenditures and could have a material adverse impact on the Company’s financial resources.

 

There can also be no assurance that closure estimates prove to be accurate. The amounts recorded for reclamation costs are estimates unique to a property based on estimates provided by independent consulting engineers and the Company’s assessment of the anticipated timing of future reclamation and remediation work required to comply with existing laws and regulations. Actual costs incurred in future periods could differ from amounts estimated. Additionally, future changes to environmental laws and regulations could affect the extent of reclamation and remediation work required to be performed by the Company. Any such changes in future costs could materially impact the amounts charged to operations for reclamation and remediation.

 

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Climate change regulations may become more onerous over time as governments implement policies to further reduce carbon emissions, including the implementation of taxation regimes based on aggregate carbon emissions. Some of the costs associated with reducing emissions can be offset by increased energy efficiency and technological innovation. However, the cost of compliance with environmental regulation and changes in environmental regulation has the potential to result in increased costs of operations, reducing the potential profitability of the Company’s future operations.

 

Due to increased global attention regarding the use of cyanide in mining operations, regulations may be imposed restricting or prohibiting the use of cyanide and other hazardous substances in mineral processing activities. If such legislation were to be adopted in a region in which the Company relies on the use of cyanide, it would have a significant adverse impact on the Company’s results of operations and financial condition as there are few, if any, substitutes for cyanide in extracting metals from certain types of ore.

 

While the Company intends to fully comply with all applicable environmental and health and safety regulations there can be no assurance that the Company has been or will at all times be in complete compliance with such laws, regulations and permits, or that the costs of complying with current and future environmental and health and safety laws and permits will not materially and adversely affect the Company’s future business, results of operations or financial condition. In October 2022, Almaden’s Mexican subsidiary, Minera Gorrion, was fined MXP 19,244 (approximately CAD$1,300) as a result of an issue relating to its administration of a registry for hazardous waste. Although the management of hazardous waste complied with the requirements of the environmental laws, the registry was in the name of a subsidiary no longer owned by the Company. The Company had initiated the transfer of this registry from that subsidiary to Minera Gorrion in August 2021, but that transfer was not completed until after the authorities’ initial inspection in November 2021. The Company has paid the fine in full.

 

Laws and regulations

 

The Company’s exploration activities are subject to extensive federal, provincial, state and local laws and regulations governing prospecting, development, production, exports, taxes, labour standards, occupational health and safety, mine safety and other matters in all the jurisdictions in which it operates. These laws and regulations are subject to change, can become more stringent and compliance can therefore become more costly. These factors may affect both the Company’s ability to undertake exploration and development activities in respect of future properties in the manner contemplated, as well as its ability to continue to explore, develop and operate those properties in which it currently has an interest or in respect of which it has obtained exploration and development rights to date. The Company applies the expertise of its management, advisors, employees and contractors to ensure compliance with current laws and relies on its land men and legal counsel in both Mexico and Canada.

 

Failure to comply with applicable laws and regulations may result in civil or criminal fines or penalties or enforcement actions, including orders issued by regulatory or judicial authorities enjoining, curtailing or closing operations or requiring corrective measures, installation of additional equipment or remedial actions, any of which could result in the Company incurring significant expenditures. The Company may also be required to compensate private parties suffering loss or damage by reason of a breach of such laws, regulations or permitting requirements. It is also possible that future laws and regulations, or a more stringent enforcement of current laws and regulations by governmental authorities, could cause additional expense, capital expenditures, restrictions on or suspensions of our operations and delays in the exploration and development of Ixtaca.

 

On May 8, 2023, the Mexican Government enacted a decree amending several provisions of the Mining Law, the Law on National Waters, the Law on Ecological Equilibrium and Environmental Protection and the General Law for the Prevention and Integral Management of Waste (the "Decree"), which became effective on May 9, 2023.

 

The Decree amends the mining and water laws, including: i) the duration of the mining concession titles, ii) the process to obtain new mining concessions (through a public tender), iii) imposing conditions on water use and availability for the mining concessions, iv) the elimination of “free land and first applicant” scheme; iv) new social and environmental requirements in order to obtain and keep mining concessions, v) the authorization by the Ministry of Economy of any mining concession’s transfer, vi) new penalties and cancellation of mining concessions grounds due to non-compliance with the applicable laws, vii) the automatic dismissal of any application for new concessions, viii) new financial instruments or collaterals that should be provided to guarantee the preventive, mitigation and compensation plans resulting from the social impact assessments, among other amendments.

 

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The process of enactment of the Decree came very quickly. Given that the Decree is substantial, and associated regulations have not yet been enacted to give effect to the more general provisions of the Decree for the purpose of interpretation and clarification on operating parameters, it is too early to assess how the Decree will be interpreted and applied. However, it is anticipated that the amendments will impact our current and future activities in Mexico but the extent of such impact is yet to be determined and could be material for the Company.

 

On June 7, 2023, the Senators of the opposition parties (PRI, PAN and PRD) filed a constitutional action against the Decree, which is pending to be decided by Plenary of the Supreme Court of Justice. Additionally, during the second quarter of 2023, the Company filed amparo lawsuits challenging the Decree. The amparo lawsuits filed are currently awaiting judgement by the District Courts. In the interim, the Company has obtained an injunction, effectively suspending the application of the Decree to the Company’s projects until the resolution of the amparo lawsuits.

 

In December 2020, the Company received notification from SEMARNAT that its environmental permit application (defined above as the “MIA”) for the Ixtaca Project submitted in 2019 did not receive approval. There is no assurance that any future MIA permit application will be successful. Such an application may be subject to challenge or litigation by third parties, which may delay any decision in respect of the MIA application or which may inhibit the Company’s ability to proceed with the Ixtaca Project even in the event of a positive outcome to the planned resubmitted MIA application. Under Mexican law, in addition to the MIA permit, a number of additional permits from Federal, State, and Municipal authorities, including a Change of Use of Land permit, an explosives permit, a water usage permit, and permits relating to powerline construction and electrical use, among others, will be required before proceeding to construction and operation of the Ixtaca Project.

 

Until the MIA is approved, for which there is significant uncertainty about time and outcome, and other necessary permits as described herein are obtained, any funds raised by the Company cannot be used to proceed to construction and operation of the Ixtaca Project and may be used for working capital, including expenditures relating to permitting costs, exploration and drilling activities, land acquisition, mill storage, community activities within the social area of impact of the project and contingencies.

 

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 Mexico may adversely affect the Company’s business.

 

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The Company’s relationship with communities in which it operates is critical to the development of the Ixtaca Project. Local communities may be influenced by external entities, groups or organizations opposed to mining activities. In recent years, anti-mining NGO activity in Mexico has increased. These NGOs have taken such actions as road closures, work stoppages and law suits for damages. These actions relate not only to current activities but often in respect to the mining activities by prior owners of mining properties. Such actions by NGOs may have a material adverse effect on the Company’s operations at the Ixtaca Project and on its financial position, cash flow and results of operations.

 

Risks related to International Labour Organization (“ILO”) Convention 169 Compliance

 

The Company may, or may in the future, operate in areas presently or previously inhabited or used by indigenous peoples. As a result, the Company’s operations are subject to national and international laws, codes, resolutions, conventions, guidelines and other similar rules respecting the rights of indigenous peoples, including the provisions of ILO Convention 169. ILO Convention 169 mandates, among other things, that governments consult with indigenous peoples who may be impacted by mining projects prior to granting rights, permits or approvals in respect of such projects. Therefore, consultation with indigenous communities by Mexican authorities and the Company may be required for the Ixtaca Project.

 

ILO Convention 169 has been ratified by Mexico and indigenous consultation is a requirement of the SCJN decision. However, to date Mexico has not implemented procedures to ensure compliance with ILO Convention 169.

 

As noted below under “Title to Mineral Properties”, Mexico’s SCJN has recently determined that before issuing Almaden’s mineral titles, Economia should have provided for a consultation procedure with relevant indigenous communities. The decision orders Economia to declare Almaden’s mineral titles ineffective (“insubsistentes”) and to issue them following the Ministry’s compliance with its obligation to carry out the necessary procedures to consult with indigenous communities. Until the court-ordered consultation has been completed, for which there is significant uncertainty about time and outcome, the Company cannot proceed to construction and operation of the Ixtaca Project and is not able to engage in exploration.

 

The standards for local implementation of the obligations assumed by Mexico under ILO Convention 169 regarding the human right to free, prior, informed consultation of indigenous communities are currently evolving. The draft SCJN decision has halted and is expected to result in significant delay in project development notwithstanding the extensive engagement already conducted by the Company in relevant communities.

 

Government compliance with ILO Convention 169 can result in delays and significant additional expenses to the Company arising from the consultation process with indigenous peoples in relation to the Company’s exploration, mining or development projects. Moreover, any actual or perceived past contraventions, or potential future actual or perceived contraventions, of ILO Convention 169 by Mexico creates a risk that the permits, rights, approvals, and other governmental authorizations that the Company has relied upon, or may in the future rely upon, to carry out its operations or plans could be challenged by or on behalf of indigenous peoples.

 

Such challenges may result in, without limitation, additional expenses with respect to the Company’s operations, the suspension, revocation or amendment of the Company’s rights or mining, environmental or export permits, a delay or stoppage of the Company’s development, exploration or mining operations, the refusal by governmental authorities to grant new permits or approvals required for the Company’s continuing operations until the settlement of such challenges, or the requirement for the responsible government to undertake the requisite consultation process in accordance with ILO Convention 169.

 

As a result of the inherent uncertainty in respect of such proceedings, the Company is unable to predict what the results of any such challenges would be; however, any ILO Convention 169 proceedings relating to the Company’s operations in Mexico may have a material adverse effect on the business, operations, and financial condition of the Company.

 

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As a result of social media and other web-based applications, companies today are at much greater risk of losing control over how they are perceived

 

Damage to the Company’s reputation can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity, whether true or not. Although the Company places a great emphasis on protecting its image and reputation, it does not ultimately have direct control over how it is perceived by others. Reputation loss may lead to increased challenges in developing and maintaining community relations, decreased investor confidence and act as an impediment to the Company’s overall ability to advance its projects, thereby having a material adverse impact on the Company’s business, financial condition or results of operations.

 

The Company may be subject to legal proceedings that arise in the ordinary course of business

 

Due to the nature of its business, the Company may be subject to regulatory investigations, claims, lawsuits and other proceedings in the ordinary course of its business. The Company’s operations are subject to the risk of legal claims by employees, unions, contractors, lenders, suppliers, joint venture partners, shareholders, governmental agencies or others through private actions, class actions, administrative proceedings, regulatory actions or other litigation. Plaintiffs may seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time. Defense and settlement costs can be substantial, even with respect to claims that have no merit. The results of these legal proceedings cannot be predicted with certainty due to the uncertainty inherent in litigation, including the effects of discovery of new evidence or advancement of new legal theories, the difficulty of predicting decisions of judges and juries and the possibility that decisions may be reversed on appeal. The litigation process could, as a result, take away from the time and effort of the Company’s management and could force the Company to pay substantial legal fees or penalties. There can be no assurances that the resolutions of any such matters will not have a material adverse effect on the Company’s business, financial condition and results of operations.

 

Title to mineral properties

 

There is no guarantee of title. Almaden does not currently hold title to the mining concessions underlying the Ixtaca Deposit. The Mineral Rights may also be materially adversely affected by the Amparo, the decision of the SCJN and the Economia Submission. There are significant risks that the impact of the decision of the SCJN and the Economia Submission may not be known for an extended period of time, and that the Company may lose of its interest in some or all of its mineral claims and/or Mineral Rights. The properties may be subject to prior unregistered agreements or transfers and title may be affected by undetected defects.

 

There is a risk that Mineral Rights or title to the mining concessions, the surface rights and access rights comprising Ixtaca and the necessary infrastructure, may be deficient or subject to additional disputes. The procurement or enforcement of such rights, or any dispute with respect to such rights, can be costly and time consuming. In areas where there are local populations or land owners, it may be necessary, as a practical matter, to negotiate surface access. Even in the event that the Company has the legal right to access the surface and carry on construction and mining activities, the Company may not be able to negotiate satisfactory agreements with existing landowners/occupiers for such access, and therefore it may be unable to carry out activities as planned. In addition, in circumstances where such access is denied, or no agreement can be reached, this could have a material adverse effect on the Company and the Company may need to rely on the assistance of local officials or the courts in such jurisdictions or pursue other alternatives, which may suspend, delay or impact mining activities as planned.

 

There is also a risk that the Company’s exploration, development and mining authorizations and surface rights may be challenged or impugned by third parties. In addition, there is a risk that the Company will not be able to renew some or all its licenses in the future. Inability to renew a license could result in the loss of any project located within that license. As noted in our press releases dated April 15, 2019, February 27, 2020, April 14, 2021, February 17, 2022, April 27, 2022, July 4, 2022, February 22, 2023 and April 13, 2023, the Company’s Original Concessions (as defined below) have been the subject of legal proceedings (the “Amparo”, or “Mineral Title Lawsuit”). On April 7, 2015, the Ejido Tecoltemi filed the Amparo against the Mexican government (President, Congress, Ministry of Economy, Directorate of Mines, Mining Registry Office) claiming that Mexico’s mineral title system is unconstitutional because indigenous consultation is not required before the granting of mineral title. Almaden’s two original mining concessions covering the Ixtaca Project (the “Original Concessions”) (Figure 1) were the subject matter of the Amparo. The Original Concessions cover Almaden’s Ixtaca Project and certain endowed lands of the Ejido (the “Ejido Lands”). The Ejido Lands overlap approximately 330 Ha of the far south-eastern corner of the Original Concessions and are not considered material to the Ixtaca Project.

 

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Figure 1: Original Concessions. Ixtaca environmental and social impact areas, and Ejido Lands based on 2017 EVIS study

 

On February 17, 2022, the Company announced that the Supreme Court of Justice of the Nation (“SCJN”) reached a decision in respect of the Mineral Title Lawsuit involving the Company’s mineral claims, and on April 27, 2022, the Company announced that the SCJN had published its final decision on this matter.

 

The final decision of the SCJN determines that the Mexican mineral title law is constitutional, but that before issuing Almaden’s mineral titles, Economia should have provided for a consultation procedure with relevant indigenous communities. The decision orders Economia to declare Almaden’s mineral titles ineffective and to issue them to Almaden following the Ministry’s compliance with its obligation to carry out the necessary procedures to consult with indigenous communities. The decision takes note of the application of international law and jurisprudence to the implementation of consultation by Mexican authorities with relevant indigenous communities. The final decision provides additional detail to Mexican authorities regarding the procedures required to be followed by those authorities in the performance of indigenous consultation prior to the grant of mineral claims. The decision also clarifies that unless there is a significant impact on the rights of an indigenous community caused by the granting of the mineral title, such as relocation or something similar, title issuance is not dependent upon the consent of the indigenous community in question. As previously disclosed, the Company has no interest in holding mineral claims over the land of the indigenous community which initiated this legal case.

 

On July 4, 2022, the Company confirmed that Economia has now been officially notified of the April 2022 decision of the SCJN, and has in turn notified Almaden that the Company’s mineral titles relating to the Ixtaca Project are “ineffective” but that the Company’s mineral title applications were filed in conformity with the Mexican mineral title law. The Company understands this to mean that the mineral title has reverted to application status, and that these applications preserve the mineral rights for Almaden but do not allow the Company to engage in exploration, until such time as Economia completes its court-ordered indigenous consultation in the area of the mineral title applications. At present there is no timeline for the consultation process or consultation by Economia with indigenous communities.

 

 21 

 

On February 22, 2023, the Company announced that Economia made a submission to the District Court, which is implementing the SCJN decision, indicating that it had reviewed the original claim applications which were first made by Almaden in 2002 and 2008 and resolved, despite acting to the contrary in 2003 and 2009 respectively, that the applications contain technical faults which preclude the grant of the mineral claims (the “Economia Submission”). Economia is therefore seeking to deny the grant of the mineral claims prior to engaging in the indigenous consultation ordered by the SCJN. These mineral titles underpin the Ixtaca deposit which was discovered by Almaden in 2010, and were reduced to application status because of an early 2022 decision of the SCJN. The District Court is implementing the SCJN decision. Almaden believes that this action by Economia is inconsistent with the Mexican Mining Law, the SCJN decision, and international law. The Company submitted arguments challenging the Economia Submission to the District Court, but on April 13, 2023, the Company reported that the District Court ruled in favour of the Economia Submission. The Company is appealing this ruling to a higher court, and additional legal action is being considered. In the meantime, Almaden has been advised that so long as these appeals are continuing, Almaden’s mineral title applications from 2002 and 2008 remain in place thus preserving the Mineral Rights.

 

Background to Amparo

 

Shortly after the Amparo was filed in 2015, a lower court ordered the suspension of Almaden from conducting exploration and exploitation work over those portions of the Original Concessions which overlap with the Ejido Lands.

 

Mineral tenure over the Ejido Lands is not material to the Ixtaca Project. The Ejido Lands do not overlap the Ixtaca Project or its environmental or social area of impact. Almaden has never tried to negotiate access to the Ejido Lands, never conducted exploration work on the Ejido Lands, and has no interest in conducting any future exploration or development work over the Ejido Lands. The Ejido Lands are in a different drainage basin than the Ixtaca Project and the Company does not need to travel though the Ejido Lands to access the Ixtaca Project.

 

The standards for local implementation of the obligations assumed by Mexico under ILO Convention 169 regarding the human right to free, prior, informed consultation of indigenous communities are currently evolving. The draft Amparo ruling may halt or result in a significant delay in project development notwithstanding the extensive engagement already conducted by the Company in relevant communities.

 

Claim Reduction Efforts

 

In 2015, after learning about the Amparo, Almaden commenced a process to voluntarily cancel approximately 7,000 Ha of its Original Concessions, including the area covering the Ejido Lands, to assure the Ejido that Almaden would not interfere with the Ejido Lands, and to reduce Almaden’s land holding costs.

 

Almaden divided the Original Concessions into nine smaller concessions, which included two smaller mining concessions which overlapped the Ejido Lands (the “Overlapping Concessions”) (see Figure 2) and then voluntarily cancelled the Overlapping Concessions (see Figure 3 – which shows only the “New Concessions”). The applicable Mexican mining authorities issued the New Concessions and accepted the abandonment of the Overlapping Concessions in May and June of 2017 after the issuance of a Court Order.

 22 

 

 

    
Figure 2: New and overlapping concessions based on 2017 EVIS  Figure 3: New Concessions based on 2017 EVIS

 

In June 2017, the Ejido Tecoltemi, the complainant in the Amparo, filed a legal complaint about the court order leading to the New Concessions, and on February 1, 2018, the court reviewing the complaint ruled the Ejido’s complaint was founded, and sent the ruling to the court hearing the Amparo.

 

On December 21, 2018, the General Directorate of Mines issued a resolution, which has never been officially notified to the Company, that the New Concessions are left without effect, and the Original Concessions are in full force and effect (the “December Communication”).

 

On February 13, 2019, the General Directorate of Mines delivered, to the court hearing the Amparo, mining certificates stating that the Original Concessions are valid, and the New Concessions are cancelled.

 

On June 10, 2019, Almaden’s subsidiary appealed the December Communication, and subsequent cancellation of the New Concessions. On September 26, 2019, the lower court refused to hear the appeal, but on October 14, 2019, a higher court agreed to hear the appeal.

 

In communications with the lower court and mineral title certificates issued by the General Directorate of Mines directly to Almaden on December 16, 2019 (the “December 2019 Certificates”), the applicable Mexican records reflected the position that the Original Concessions (the subject matter of the Amparo) are active and owned by Almaden (through its Mexican subsidiary) and the New Concessions were left without effect. It should be noted that the Mexican mining authorities also indicated in the December 2019 Certificates that their position would be subject to the final resolution of the Amparo.

 

On January 21, 2020, the Company filed an administrative challenge against the Mexican mining authorities’ issuance of the December 2019 Certificates, which represented the first time that Almaden had been directly notified of any changes in its mineral tenure.

 

Almaden believes that the December Communication from the Mexican mining authorities is the basis for the recorded change in its mineral tenure. The Company’s Mexican counsel advised that the December Communication has no legal effect as it was only provided to the lower court, was never officially served on the Company and was not issued by an official possessing the necessary legal authority. While the December Communication is dated December 21, 2018, the Company first became aware of it in May, 2019 through a review of court documents.

 

On December 1, 2020, the higher court denied the Company’s October 14, 2019 appeal, which objected to the reinstatement by the Mexican mining authorities of the Company’s Original Concessions. This court decision upheld the action of Mexican mining authorities that reinstated the Original Concessions as the Company’s sole mineral claims over the Ixtaca Project, and left the New Concessions the Company was awarded in 2017 as held without effect. However, the decision also stated that the Company had the right to defend the New Concessions through the applicable legal procedures (which have been initiated through the two Administrative Challenges referred to below).

 

 23 

 

As previously reported, the Company initiated two Administrative Challenges against the Mexican mining authorities for revoking the Company’s lawfully reduced New Concessions. These challenges were based in part on Mexican legal advice that the Company cannot be forced to own mineral rights that it does not wish to own.

 

The Company has also, in November, 2022 during the time that the Company’s rights to the area of the Ixtaca project were protected by its original title applications, submitted amended title applications which substantially reduce the area being requested. To date the General Directorate of Mines has not responded to these amended mineral title applications.

 

Possible dilution to present and prospective shareholders

 

The Company’s plan of operation, in part, contemplates the financing of its business by the issuance of securities and possibly, incurring debt. Any transaction involving the issuance of previously authorized but unissued shares of common stock, or securities convertible into common stock, would result in dilution, possibly substantial, to present and prospective holders of common stock. Likewise, any debt, royalty, or streaming transaction would result in dilution, possibly substantial, to existing shareholders’ exposure to the potential cash flows generated from the Company’s projects.

 

Material risk of dilution presented by large number of outstanding share purchase options and warrants

 

At August 10, 2023, there were 12,430,000 stock options and 8,858,846 warrants outstanding. Directors and officers hold 10,350,000 of the options and 2,080,000 are held by employees and consultants of the Company. Directors and officers hold no warrants.

 

Trading volume

 

The relatively low trading volume of the Common Shares reduces the liquidity of an investment in the Common Shares.

 

Volatility of share price

 

Market prices for shares of early stage companies are often volatile. Factors such as announcements of mineral discoveries or discouraging exploration results, changes in financial results, and other factors could have a significant effect on share price.

 

Competition

 

There is competition from other mining companies with operations similar to Almaden. Many of the companies with which it competes have operations and financial strength greater than the Company.

 

Dependence on management

 

The Company depends heavily on the business and technical expertise of its management.

 

Conflict of interest

 

Some of the Company’s directors and officers are directors and officers of other natural resource or mining-related companies. These associations may give rise from time to time to conflicts of interest. As a result of such conflict, the Company may miss the opportunity to participate in certain transactions.

 

Impairment of Exploration and Evaluation Assets

 

The Company assesses its exploration and evaluation assets quarterly to determine whether any indication of impairment exists. Common indications of impairment, which is often subjective, include but are not limited to, that the right to explore the assets has expired or will soon expire and is not expected to be renewed, that substantive expenditure of further exploration is not planned, or that results are not compelling enough to warrant further exploration by the Company.

 

 24 

 

At June 30, 2023, the Company concluded that no impairment indicators existed with respect to its exploration and evaluation assets and no impairment of exploration and evaluation assets was recognized.

 

SUMMARY OF QUARTERLY RESULTS

 

The following tables provide selected financial information for the Company’s eight most recently completed fiscal quarters, stated in Canadian dollars in accordance with IFRS:

 

  Quarter Ended
June 30, 2023
($)
Quarter Ended
Mar 31, 2023
($)
Quarter Ended
Dec 31, 2022
($)
Quarter Ended
Sep 30, 2022
($)
Revenue Nil Nil Nil Nil
Other income (loss) 432,495 525,964 (6,551,078) 688,123
Loss and comprehensive loss (782,425) (550,265) (9,653,810) (126,457)
Basic & diluted net loss per share (0.01) (0.00) (0.07) (0.00)
Total assets 76,932,845 77,474,606 78,050,210 85,821,670
Total long term liabilities 7,744,769 7,817,837 7,805,729 6,368,007
Cash dividends declared Nil Nil Nil Nil

 

  Quarter Ended
June 30, 2022
($)
Quarter Ended
Mar 31, 2022
($)
Quarter Ended
Dec 31, 2021
($)
Quarter Ended
Sep 30, 2021
($)
Revenue Nil Nil Nil Nil
Other income 851,737 111,631 989,493 1,075,244
Loss and comprehensive loss (926,375) (1,139,918) (804,034) (567,793)
Basic & diluted net loss per share (0.01) (0.01) (0.00) (0.01)
Total assets 86,115,458 86,602,146 87,232,290 87,444,274
Total long term liabilities 6,260,352 6,652,523 6,457,408 5,940,840
Cash dividends declared Nil Nil Nil Nil

 

Quarterly variances in other income are dependent on the interest income earned from various levels of cash balances, financing activities related to the gold loan and cost recoveries from administrative services earned from Azucar Minerals Ltd. (“Azucar”) and Almadex. The main changes in loss and comprehensive loss include non-cash impairments, share-based payments relating to the fair values of stock options granted, professional fees relating to the development permits, unrealized gain on warrant liability adjusted for fair value and foreign exchange gain (loss) from foreign exchange rate fluctuations. Further details are discussed in Review of Operations and Financial Results section below.

 

Review of Operations and Financial Results

 

Results of Operations for the three months ended June 30, 2023 compared to the three months ended June 30, 2022

 

For the three months ended June 30, 2023, the Company recorded a loss and comprehensive loss of $782,425, or $0.01 per common share, compared to a loss and comprehensive loss of $926,375, or $0.01 per common share, for the three months ended June 30, 2022. The decrease in loss and comprehensive loss of $143,950 was primarily a result of a $419,242 decrease in other income offset by $563,192 decrease in operating expenses.

 

As the Company is in development stage, it has no revenue from mining operations. Other income of $432,495 (2022 – $851,737) during the three months ended June 30, 2023 relates primarily to the revaluation of the unrealized gain on warrant liability of $28,631 (2022 – $548,215). The change in unrealized loss 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.

 

 25 

 

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 Q2 2023, the Company had a decrease in administrative services fees earned from Azucar of $18,868 (2022 - $37,705), and an increase in administrative service fees from Almadex of $258,353 (2022 - $182,741) due to operational activities within each company.

 

Operating expenses were $1,214,920 during the three months ended June 30, 2023 (2022 - $1,778,112). Certain operating expenses were reported on a gross basis and recovered through other income from the administrative services agreements with Azucar and Almadex. The decrease in operating expenses of $563,192 is mainly due to a decrease of $524,300 from a stock option grant in 2023 Q2 compared to 2022 Q2 in share-based payments.

 

Results of Operations for the six months ended June 30, 2023 compared to the six months ended June 30, 2022

 

For the six months ended June 30, 2023, the Company recorded a loss and comprehensive loss of $1,332,690, or $0.01 per common share, compared to a loss and comprehensive loss of $2,066,293, or $0.02 per common share, for the six months ended June 30, 2022. The decrease in loss and comprehensive loss of $733,603 was primarily a result of a $738,512 decrease in operating expenses offset by a $4,909 decrease in other income.

 

As the Company is in development stage, it has no revenue from mining operations. Other income of $958,459 (2022 – $963,368) during the six months ended June 30, 2023 relates primarily to the revaluation of the unrealized gain on warrant liability of $102,196 (2022 – $383,219). 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 the six months ended June 30, 2023, the Company had a decrease in administrative services fees earned from Azucar of $37,541 (2022 - $74,483), and an increase in administrative service fees from Almadex of $514,173 (2022 - $361,312) due to operational activities within each company.

 

Operating expenses were $2,291,149 during the six months ended June 30, 2023 (2022 - $3,029,661). Certain operating expenses were reported on a gross basis and recovered through other income from the administrative services agreements with Azucar and Almadex. The decrease in operating expenses of $738,512 is mainly due to a decrease of $777,050 from a stock option grant in 2023 compared to 2022 in share-based payments.

 

LIQUIDITY AND CAPITAL RESOURCES

 

At June 30, 2023, the Company had working capital of $5,818,032, including cash and cash equivalents of $4,918,149, compared to working capital of $8,642,068, including cash and cash equivalents of $8,090,088 at June 30, 2022. The decrease in working capital of $2,824,036 is due the cash balances being used for expenditures in exploration and evaluation assets and corporate affairs.

 

The Company has long term liabilities of $7,744,769 at June 30, 2023 compared to $7,805,729 at December 31, 2022 that relates to deferred income tax liability from the Mexican income tax and Special Mining Duty associated with the Ixtaca Project of $3,090,208 (December 31, 2022 - $3,090,208). Other components of long-term liabilities relate to long-term portion of lease liabilities of $328,978 (December 31, 2022 - $377,635) for office lease, gold loan payable of $4,100,055 (December 31, 2022 - $3,929,015) entered with Almadex on May 14, 2019, warrant liability of $591 (December 31, 2022 - $102,787) for the warrants issued pursuant to the registered direct offering on March 18, 2021 and derivative financial liabilities of $224,937 (December 31, 2022 - $306,084) related to the gold loan.

 

 26 

 

Three months ended June 30, 2023

 

Net cash used in operating activities during the three months ended June 30, 2023 was $426,242 (2022 - $415,771), after adjusting for non-cash activities.

 

Net cash used in investing activities during the three months ended June 30, 2023 was $352,203 (2022 – $539,864) related to expenditures in exploration and evaluation assets while waiting for its development permits.

 

Net cash used in financing activities during the three months ended June 30, 2023 was $32,155 (2022 - $31,331).

 

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.

 

Six months ended June 30, 2023

 

Net cash used in operating activities during the six months ended June 30, 2023 was $1,005,655 (2022 - $1,064,418), after adjusting for non-cash activities.

 

Net cash used in investing activities during the six months ended June 30, 2023 was $670,786 (2022 - $948,476) related to expenditures in exploration and evaluation assets while waiting for its development permits.

 

Net cash used in financing activities during the six months ended June 30, 2023 was $63,486 (2022 - $67,394).

 

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.

 

DISCLOSURE OF OUTSTANDING SHARE DATA

 

Common Shares

 

The authorized share capital of the Company consists of an unlimited number of common shares without par value. As of date of this MD&A, there were 137,221,408 common shares issued and outstanding and 158,510,254 common shares outstanding on a diluted basis. The Company had the following common shares outstanding as at the dates indicated:

 

  Number of Common Shares
Issued & Outstanding
Share Capital Amount
December 31, 2021 137,221,408 $141,040,654
December 31, 2022 137,221,408 $141,040,654
August 10, 2023 137,221,408 $141,040,654

 

The following table summarizes information about warrants outstanding at August 10, 2023:

 

  Exercise December 31,       August 10,
Expiry date price 2022 Issued Exercised Expired 2023
March 27, 2023 $0.50 5,489,658 - - (5,489,658) -
August 6, 2023 $0.90 3,100,000 - - (3,100,000) -
March 18, 2024 US$ 0.80 8,358,846 - - - 8,358,846
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

 $ 1.10

               

 27 

 

The table in Note 10(c) to the Company’s audited annual consolidated financial statements for the year ended December 31, 2022 summarizes information about warrants outstanding as at December 31, 2022.

 

Stock Options

 

The Company grants directors, officers, employees, and contractors options to purchase common shares under its stock option plan. This plan and its terms, as well as options outstanding as at December 31, 2022, are detailed in Note 10(d) to the Company’s audited annual consolidated financial statements for the year ended December 31, 2022.

 

The following table summarizes information about stock options outstanding at August 10, 2023:

 

 

Expiry date

Exercise

price

December 31,

2022

 

Granted

 

Exercised

 

Expired

August 10,

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

Options outstanding

  and exercisable

  12,530,000 5,095,000 - (5,195,000) 12,430,000
Weighted average            
  exercise price   $ 0.49 $ 0.22 - $ 0.68 $ 0.30

 

ENVIRONMENTAL PROVISIONS AND POTENTIAL ENVIRONMENTAL CONTINGENCY

 

The Company’s mining and exploration activities are subject to various federal, provincial and state laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company conducts its operations so as to protect public health and the environment and believes its operations are in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations. The Company estimates that future reclamation and site restoration costs based on the Company’s exploration activities to date are not significant however the ultimate amount of reclamation and other future site restoration costs to be incurred in the future is uncertain.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

The Company has no off-balance sheet arrangements.

 

CONTRACTUAL COMMITMENTS

 

The Company has no contractual commitments.

 

 28 

 

TRANSACTIONS WITH RELATED PARTIES

 

(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 and Almadex (Note 11(b) of the June 30, 2023 condensed consolidated interim financial statements) was as follows:

 

Three months ended June 30, 2023  Fees   Share-based Payments   Total 
             
Chair  $10,800   $-   $10,800 
President & CEO   25,875    -    25,875 
CFO   18,750    28,000    46,750 
Executive VP   18,750    35,000    53,750 
VP Project Development   15,000    -    15,000 
Directors   36,250    196,000    232,250 
   $125,425   $259,000   $384,425 

 

Six months ended June 30, 2023  Fees   Share-based Payments   Total 
             
Chair  $21,600   $-   $21,600 
President & CEO   51,750    40,000    91,750 
CFO   37,500    48,000    85,500 
Executive VP   37,500    47,000    84,500 
VP Project Development   30,000    24,000    54,000 
Directors   72,500    196,000    268,500 
   $250,850   $355,000   $605,850 

 

Three months ended June 30, 2022  Fees   Share-based Payments   Total 
             
Chair  $18,600   $110,000   $128,600 
President & CEO   38,813    264,000    302,813 
CFO   28,125    49,500    77,625 
Executive VP   28,125    4,400    32,525 
VP Project Development   15,000    -    15,000 
Directors   36,250    220,000    256,250 
   $164,913   $647,900   $812,813 

 

Six months ended June 30, 2022  Fees   Share-based Payments   Total 
             
Chair  $32,400   $110,000   $142,400 
President & CEO   77,625    380,250    457,875 
CFO   56,250    127,000    183,250 
Executive VP   56,250    81,900    138,150 
VP Project Development   30,000    -    30,000 
Directors   72,500    251,000    323,500 
   $325,025   $950,150   $1,275,175 

 

(b)Administration 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.

 

 29 

 

During the three months ended June 30, 2023, the Company received $18,868 (2022 - $37,705) from Azucar for administrative services fees included in other income and received $258,353 (2022 - $182,741) from Almadex for administrative services fees included in other income.

 

During the six months ended June 30, 2023, the Company received $37,541 (2022 - $74,483) from Azucar for administrative services fees included in other income and received $514,173 (2022 - $361,312) from Almadex for administrative services fees included in other income.

 

At June 30, 2023, included in accounts receivable is $7,235 (December 31, 2022 - $64,006) due from Azucar, and $104,930 (December 31, 2022 - $117,044) due from Almadex in relation to expense recoveries.

 

Under the Administrative Services Agreements, the Company is the sole and exclusive manager of Azucar and Almadex that provides general management services, office space, executive personnel, human resources, geological technical support, accounting and financial 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

 

At June 30, 2023, the Company accrued $89,869 (December 31, 2022 - $80,727) payable to Almadex for exploration and drilling services in Mexico.

 

During the three and six months ended June 30, 2023, the Company employed the Chair’s daughter for a salary of $10,325 and $20,650 less statutory deductions (2022 - $10,325 and $20,650) for marketing and administrative services provided to the Company.

 

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. Significant assumptions are discussed in Critical Accounting Estimates section of this MD&A.

 

Except for warrant liability and derivative financial liabilities, the Company does not carry any financial instruments at fair value through profit or loss (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 June 30, 2023, the Company was exposed to foreign exchange risk through the following monetary assets and liabilities denominated in currencies other than the functional currency of the applicable subsidiary:

 

 30 

 

All amounts in Canadian dollars  US dollar   Mexican peso 
Cash and cash equivalents  $2,781,715   $254,174 
Accounts receivable and prepaid expenses   -    2,271 
Gold in trust   1,000,459    - 
Total assets  $3,782,174   $256,445 
           
Trade and other payables  $28,174   $129,641 
Gold loan payable   4,100,055    - 
Derivative financial liabilities   224,937    - 
Total liabilities  $4,353,166   $129,641 
           
Net assets  $(570,992)  $126,804 

 

A 10% change in the US dollar exchange rate relative to the Canadian dollar would change the Company’s net loss by $60,000.

 

A 10% change in the Mexican Peso exchange rate relative to the Canadian dollar would change the Company’s net loss by $10,000.

 

(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 June 30, 2023, the Company’s maximum exposure to credit risk was 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 $50,000.

 

(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.

 

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(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 measured at fair value by level within the fair value hierarchy.

 

   Level 1   Level 2   Level 3   Total 
    $    $    $    $ 
Derivative financial liabilities   -    224,937    -    224,937 
Warrant liability   -    591    -    591 

 

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 manages its 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.

 

The Company expects its current capital resources will be sufficient to carry out its exploration plans and operations for the foreseeable future. The Company is not subject to externally imposed capital requirements. There were no changes to the Company’s approach to the management of capital during the period. The Company is not subject to externally imposed capital requirements.

 

Subsequent Event

 

On July 10, 2023, the Company granted officers, directors and consultants an aggregate of 2,520,000 stock options in accordance with the terms of the Company’s stock option plan, each of which is exercisable into one common share at an exercise price of $0.16 per share until July 10, 2028.

 

CRITICAL ACCOUNTING ESTIMATES

 

The preparation of the Company’s consolidated financial statements in conformity with IFRS requires management to make judgements 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. Based on historical experience and current conditions, management makes assumptions that are believed to be reasonable under the circumstances. These estimates and assumptions form the basis for judgements about the carrying value of assets and liabilities and reported amounts for revenues and expenses. Actual outcomes may differ from these judgements and estimates. These estimates and assumptions are also affected by management’s application of accounting policies, which is contained in Note 2 (d) of the December 31, 2022 annual consolidated financial statements. The impacts of such judgements 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.

 

 32 

 

Significant assumptions about the future, and other sources of judgements 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:

 

othe 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;

 

othe estimated useful lives of property, plant and equipment which are included in the consolidated statements of financial position and the related depreciation included in profit or loss;

 

othe recoverability of the value of exploration and evaluation assets, which is recorded in the statements of financial position;

 

othe provision for income taxes which is included in profit or loss and 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;

 

othe assessment of indications of impairment of each exploration and evaluation asset and property plant and equipment and related determination of the net realizable value and write-down of those assets where applicable;

 

othe estimated incremental borrowing rate used to calculate the lease liabilities; and

 

othe estimated fair value of gold in trust

 

In addition to the foregoing, 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.

 

CHANGES IN ACCOUNTING POLICY, INCLUDING INITIAL ADOPTION

 

Application of new and revised accounting standards effective January 1, 2023

 

Certain new accounting standards and interpretations have been published that are effective from January 1, 2023; however, these standards have been assessed by the Company and are not expected to have a material impact on the Company’s consolidated financial statements.

 

IAS 1 –Presentation of Financial Statements (“IAS 1”) was amended in January 2020 to provide a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date. The amendments clarify that the classification of liabilities as current or noncurrent is based solely on a company’s right to defer settlement at the reporting date. The right needs to be unconditional and must have substance. The amendments also clarify that the transfer of a company’s own equity instruments is regarded as settlement of a liability, unless it results from the exercise of a conversion option meeting the definition of an equity instrument. These amendments were further revised by the issuance of Non-current Liabilities with Covenants (Amendments to IAS 1) on October 31, 2022 which further narrowed the scope of the amendments. The amendments are effective for annual periods beginning on January 1, 2024.

 

 33 

 

Application of this amendment is expected to result in a reclassification of warranty liability and derivative financial liabilities from non-current to current liabilities on the statement of financial position.

 

Changes in Internal Control over Financial Reporting

 

To address the deficiency in internal controls over financial reporting at year ended December 31, 2022, the Company has implemented controls that involves a formal assessment of indicators of impairment in accordance with IAS 36 (and IFRS 6) on a quarterly basis, with the assessment being reviewed and approved by management and the Board to incorporate a review process and segregation of duties.

 

Other than the above, there were no other changes in the Company’s internal control over financial reporting that occurred during the period ended June 30, 2023 that materially affected, or that is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 34 

 

CAUTIONARY NOTES REGARDING FORWARD LOOKING STATEMENTS

 

This MD&A contains “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking information”). Forward-looking information contained herein is made as of the date of this document and the Company disclaims any obligation to update or revise any forward-looking information, whether as a result of new information, future events or results or otherwise, except as and to the extent required by applicable securities laws. Forward-looking information includes statements that use forward-looking terminology such as “plans”, “expects”, “budget”, “estimates”, “intends”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative of these terms or comparable terminology. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements included in this document include, but are not limited to, statements with respect to: anticipated results and developments in the Company’s operations; planned exploration and development on the Company’s Ixtaca Project; planned expenditures and budgets and the execution thereof; the feasibility of the Ixtaca Project; the Company’s forecasts and expected cash flows; the Company’s projected capital and operating costs; the Company’s expectations regarding mining and metallurgical recoveries; mine life and production rates; disclosure regarding the permitting review process for the Ixtaca Project; the impact of legal actions in Mexico including the impact of the Amparo proceedings and SCJN decision, the timing, procedures and impact for any consultation and related activities by Economia with indigenous communities and the timing and procedures for Economia to issue mineral titles to Almaden; Almaden’s belief that the Economia submission to the District Court is inconsistent with the Mexican Mining Law, the SCJN decision, and international law; the Company’s expectation to submit arguments challenging Economia’s submissions to the District Court; the Company’s plans to re-submit a revised MIA to SEMARNAT; the potential timing of the MIA resubmission; the Company’s plans to complete an HRIA and timing thereof; the expected extension of the Rock Creek Mill storage; the impact of the project's proposed dry-stack tailing facilities, the Company’s belief that the Ixtaca Project can be a low-cost, modern mine which makes a positive social difference; the potential impact of ore sorting results on project economics and design; the potential for further discoveries within the Ixtaca Project area; disclosure regarding potential project financing; permitting time lines and requirements; requirements for additional capital and expected use of proceeds; the Company’s cash resources and their adequacy to meet the Company’s working capital and mineral exploration needs for its next fiscal year; the possible effect of changes in interest rates and exchange rates on the Company’s future operations; the estimation of mineral reserves and mineral resources; the realization of mineral reserve estimates; the timing and amount of estimated future production; costs of production; capital expenditures; success of mining operations; environmental risks; unanticipated reclamation expenses; title disputes or claims; limitations on insurance coverage; 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. 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; our assumption that our applications preserve our mineral rights and that mineral title will eventually be issued to Almaden; the permitting and legal regimes in Mexico; future economic and political conditions; the timing and costs of future activities on the Company’s properties, including but not limited to development and operating costs in the event that a production decision is made; success, timing, accuracy and results of exploration and drilling programs (including metallurgical testing), development and environmental protection and remediation activities; stability and predictability in Mexico’s mineral tenure, mining, environmental and agrarian laws and regulations, as well as their application and judicial decisions thereon; continued respect for the rule of law in Mexico; prices for gold, silver and base metals remaining as estimated; future currency exchange rates remaining as estimated; availability of funds; capital, decommissioning and reclamation estimates; prices for energy inputs, labour, materials, supplies and services (including transportation); no labour-related disruptions; the ability to secure and maintain the Mineral Rights and ownership to properties and the surface rights necessary for operations; community support in the Ixtaca Project; the ability to comply with environmental, health and safety laws; favourable equity and debt capital markets; the ability to raise any necessary capital on reasonable terms to advance the development of the Ixtaca Project; expectations about the ability to acquire resources and/or reserves through acquisition and/or development; future metal prices; the current exploration, development, environmental and other objectives concerning the Ixtaca Project being achieved and other corporate activities proceeding as expected; that third party contractors and equipment, including the Rock Creek mill, will be available and operate as anticipated; the accuracy of any mineral reserve and mineral resource estimates; the timing and reliability of sampling and assay data; the accuracy of budgeted exploration and development costs and expenditures; the cut-off grades; the taxation policies which will apply to the Ixtaca Project being consistent with the Company’s expectations; the price of other commodities such as fuel; rates and interest rates; operating conditions being favourable, including whereby the Company is able to operate in a safe, efficient and effective manner; political and regulatory stability; that all necessary governmental and third party approvals, licences and permits for the planned exploration, development and environmental protection activities will be obtained in a timely manner and on favourable terms; obtaining required renewals for existing approvals; sustained labour stability; positive relations with local groups and the Company’s ability to meet any obligations under agreements with such groups; stability in financial and capital goods markets; and availability of equipment. While the Company considers these assumptions to be reasonable, the assumptions are inherently subject to significant business, social, economic, political, legal, regulatory, competitive and other risks and uncertainties, contingencies and other factors that could cause actual actions, events, conditions, results, performance or achievements to be materially different from those projected in the forward-looking information. Many assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct. Furthermore, such forward-looking information involves a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of the Company to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks related to: resource exploration and development; uncertainty in developing a commercially viable mining operation; impact of environmental impact assessment requirements on the Company’s planned exploration and development activities on the Ixtaca Project; history of net losses; lack of cash flow and assurance of profitability; the need for additional capital; uncertainty of obtaining additional funding requirements; governmental regulations and the ability to obtain necessary licences and permits; possible dilution to present and prospective shareholders; the material risk of dilution presented by a large number of outstanding share purchase options and warrants; volatility of share price; mineral prices not supporting corporate profit; unfavourable laws and regulations; political risk in Mexico, crime and violence in Mexico; corruption; environmental risks, including environmental matters under Mexican rules and regulations; certainty of mineral title and the outcome of litigation; political, economic and social uncertainties; community relations; uncertainty of reserves and mineralization estimates; risks related to mineral properties being subject to prior unregistered agreements, transfers or claims and other defects in title; changes in environmental laws; dependence on management and other key personnel; conflicts of interest; foreign operations; changes to Mexican mining taxes; foreign currency fluctuations; operating hazards and risks associated with the mining industry; the ability to manage growth; competition from other mining exploration companies; lack of a dividend policy; cybersecurity risks; foreign incorporation and civil liabilities; the Company being deemed a passive foreign investment company; the relatively low trading volume of the Common Shares; impairment of exploration and evaluation assets; changes in project parameters as plans continue to be refined; possible variations in ore reserves, grade or recovery rates; accidents, labour disputes and other risks of the mining industry; availability of third party contractors; failure of equipment to operate as anticipated; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; changes in the application of standards pursuant to existing laws and regulations which may increase costs of doing business and restrict operations; the Company’s dependence on one mineral project; and the unknown direct and indirect consequences of the COVID-19 pandemic, as well as those factors discussed under the heading “Risk Factors” in the Company’s Annual Information Form and all exhibits attached thereto. Although the Company has attempted to identify important factors that could cause actual actions, events, conditions, results, performance or achievements to differ materially from those described in forward-looking information, there may be other factors that cause actions, events, conditions, results, performance or achievements to differ from those anticipated, estimated or intended.

 

 35 

 

The Company cautions that the foregoing lists of important assumptions and factors are not exhaustive. Other events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking information contained herein. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, investors should not place undue reliance on forward-looking information.

 

CAUTIONARY NOTE TO U.S. INVESTORS REGARDING MINERAL RESOURCE AND MINERAL RESERVE ESTIMATES

 

The United States Securities and Exchange Commission (the “SEC”) permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. Almaden uses certain terms such as “measured”, “indicated”, “inferred”, and “mineral resources,” which the SEC guidelines strictly prohibit U.S. registered companies from including in their filings with the SEC. For further information see under the heading “Use of the Terms “Mineral Resources” and “Mineral Reserves” in this MD&A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 36 

 

 

BOARD OF DIRECTORS AND MANAGEMENT

 

Directors:

Duane Poliquin, P.Eng

Morgan Poliquin, P.Eng, Ph.D

Elaine Ellingham, MSc., MBA, P.Geo

Kevin O’Kane, P.Eng, GCB.D

Alfredo Phillips

Ria Fitzgerald, B.Com, CFA

 

Audit Committee members:

Elaine Ellingham, MSc., MBA, P.Geo

Kevin O’Kane, P.Eng, GCB.D

Ria Fitzgerald, B.Com, CFA

 

Compensation Committee members:

Ria Fitzgerald, B.Com, CFA

Elaine Ellingham, MSc., MBA, P.Geo

Kevin O’Kane, P.Eng, GCB.D

 

Nominating & Corporate Governance Committee members:

Elaine Ellingham, MSc., MBA, P.Geo

Alfredo Phillips

Kevin O’Kane, P.Eng, GCB.D

 

ESG & Technical Committee members:

Alfredo Phillips Elaine Ellingham, MSc., MBA, P.Geo

Kevin O’Kane, P.Eng, GCB.D Duane Poliquin, P.Eng

Ria Fitzgerald, B.Com, CFA Morgan Poliquin, P.Eng, Ph.D

 

Management:

Duane Poliquin, P.Eng – Chair

Morgan Poliquin, P.Eng, Ph.D – Chief Executive Officer, President

Korm Trieu, CPA, CA – Chief Financial Officer, Corporate Secretary

Douglas McDonald, M.A.Sc, B.Com. – Executive Vice President

John Thomas, P.Eng, BSc., MSc. PhD – Vice President, Project Development

 

 

 

 

 

 

 

37

 

Exhibit 99.3

 

CERTIFICATION OF INTERIM FILINGS

 

FULL CERTIFICATE

 

Almaden Minerals Ltd.

 

I, Morgan Poliquin, Chief Executive Officer of Almaden Minerals Ltd., certify the following:

 

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”), of Almaden Minerals Ltd. (the “issuer”) for the interim period ended June 30, 2023.

 

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b)designed ICFR, or caused it 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 the issuer’s GAAP.

 

5.1Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control-Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2ICFR – material weakness relating to design: N/A.

 

 

 

 

5.3Limitation on scope of design: N/A

 

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2023 and ended on June 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

 

Date: August 10, 2023

 

“Morgan Poliquin”

 

Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.4

 

CERTIFICATION OF INTERIM FILINGS

 

FULL CERTIFICATE

 

Almaden Minerals Ltd.

 

I, Korm Trieu, Chief Financial Officer of Almaden Minerals Ltd., certify the following:

 

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”), of Almaden Minerals Ltd. (the “issuer”) for the interim period ended June 30, 2023.

 

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b)designed ICFR, or caused it 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 the issuer’s GAAP.

 

5.1Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control-Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2ICFR – material weakness relating to design: N/A.

 

 

 

 

5.3Limitation on scope of design: N/A

 

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2023 and ended on June 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

 

Date: August 10, 2023

 

“Korm Trieu”

 

Chief Financial Officer

 

 

 

 

 

 

 


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