The Rock Creek Mill, purchase pricewhich was substantially less thanoptioned by the estimated costCompany in October 2015, with average throughput of new equipment included in the original PEA7,500 tonnes per day;

A smaller, near surface and is incorporated into the new costs estimates for the Ixtaca Preliminary Feasibility Study.

 

Pre-Feasibility Study (“PFS”)

 

Upon completion of the Amended PEA, Almaden began the work required for a Pre-Feasibility Study on the Ixtaca Project. During 2016, Almaden completed the necessary geotechnical, geomechanical, and hydrologic field programs, and also optimized site layout through updated waste placement and facilities locations. A new metallurgical program was also completed on the limestone domain, which represents approximately 82% of the total gold equivalent ounces produced over the life of the mine in the PFS.

 

The completed PFS was filed on SEDAR on May 17, 2017 and includesincluded an updated resource model. The mine production schedule includesalso included the optioned Rock Creek Mill while targeting higher grades earlier, and usesusing smaller, payback focused starter pits.

Feasibility Study (“Study”)

 

Upon completion of the PFS, Almaden began the work required for a Feasibility Study on the Ixtaca Project. The Study and resulting mine plan incorporate significant changes from the PFS including filtered (dry stack) tailings, ore sorting, increased throughput and an improved mine schedule. Collectively the changes result in a reduced project footprint and improved economics.

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

The completed Study was filed on SEDAR on January 24, 2019 and on EDGAR under Form 6-K on January 25, 2019.

STUDY HIGHLIGHTS

(baseAll values shown in this section discussing the Study are in $US unless noted otherwise. Base case uses US$1250/$1275/oz gold and US$18/$17/oz silver prices):prices. Gold and silver equivalency calculations assume 75:1 ratio).

 

	•	Pre-tax NPV(5%)Average annual production of US$484108,500 ounces gold and 7.06 million andounces silver (203,000 gold equivalent ounces, or 15.2 million silver equivalent ounces) over first 6 years;
	•	After-tax internal rate of return (“IRR”) of 54%;42% and after-tax payback period of 1.9 years;
	•	After-tax NPV(5%net present value (“NPV”) of US$310$310 million and internal rate of return of 41%;at a 5% discount rate;
	•	Initial Capital of US$117$174 million;
•	After-tax payback of initial capital in 2.2 years;
•	Total LifeConventional open pit mining with a Proven and Probable Mineral Reserve of Mine production of 1.041.39 million ounces of gold and 70.985.2 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 doré produced on site (2.07(2.03 g/t gold equivalent over first 6 years, 1.41 g/t gold equivalent over life of mine);
	•	Average life-of-mine (“LOM”) annual production of 90,800 ounces gold and 6.14 million ounces silver (173,000 gold equivalent ounces, or 143 million silver-equivalent ounces at a 69:1 silver to gold ratio);
•	Average annual production over the first 9 years of 88,780 ounces gold and 5.47 million ounces silver (168,100 gold equivalent ounces, or 11.612.9 million silver equivalent ounces);
	•	Operating cost US$706$716 per gold equivalent ounce, or US$10.20$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 US$862$850 per gold equivalent ounce, or US$12.50$11.30 per silver equivalent ounce;
	•	ProvenElimination of tailings dam by using filtered tailings significantly reduces the project footprint and Probable Mineral Reserves of 65 million tonnes averaging 0.62 g/t gold and 37.8 g/t silver (average head grade of 1.16 g/t gold equivalent using a 69:1 silver to gold ratio).water usage

Capital and Operating Costs

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

Initial Capital Costs ($ millions)

Mining	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

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

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 Study base case prices are derived from current common peer usage, while the alternate cases consider the project’s economic outcomes at varying prices witnessed at some point over the three years prior to this study.

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

Gold Price ($/oz)	1125	1200	1275	1350	1425
Silver Price ($/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

Mineral Resource Estimate

The mineral resource estimate at the Ixtaca Zone encompasses the Ixtaca Main, North, and Chemalaco Zones. On January 31, 2013 the Company announced a maiden resource on the Ixtaca Zone, which was followed by a resource update on January 22, 2014. Between2014 and another on May 17, 2017. Since that time and publication of the PFS, 33,618 metres of drilling werean additional 104 holes have been completed, in 122 holes, and this data wasis also included in the current Mineral Resource Estimate. A totalEstimate which has been prepared in accordance with NI 43-101 by Gary Giroux, P.Eng., qualified person ("QP") under the meaning of 472NI 43-101, and summarised in the table below. The data available for the resource estimation consisted of 649 drill holes assayed for gold and silver. Wireframes constraining mineralised domains were constructed based on geologic boundaries defined by mineralisation intensity and host rock type. Higher grade zones occur where there is a greater density of epithermal veining. These higher grade domains have good continuity and are cohesive in nature.

Of the total drill holes, 558 intersected the mineralizedmineralised solids and were used to make the resource estimate. Capping was completed to reduce the effect of outliers within each domain. Uniform down hole 3 meter composites were produced for each domain and used to produce semi-variogramssemivariograms for each variable. Grades were interpolated into blocks 10 x 10 x 6 meters in dimension by ordinary kriging. Specific gravities were determined for each domain from drill core. Estimated blocks were classified as either Measured, Indicated or Inferred based on drill hole density and grade continuity.

continuity

 

The

Table showing the Measured, Indicated and Inferred Mineral Resource Statement with the Base Case uses a 0.3g/0.3 g/t gold equivalent (“AuEq”) Cut-off, withAuEq Cut-Off highlighted from the 8 July 2018 Resource Statement. Also shown are the 0.5, 0.7 and 1.0 g/t results included. TheAuEq cut-off results. AuEq calculation is based uponon average prices of US$1250/$1250/oz gold and US$18/$18/oz silver.

 

Cautionary Note to U.S. Investors concerning estimates of Measured and Indicated Resources

 

This section uses the terms “measured resources” and “indicated resources”. We advise U.S. investors are advised that while these terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them. U.S. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.

 

Ixtaca Zone Measured, Indicated and Inferred Mineral Resource Statement

MEASURED RESOURCE
AuEq Cut-off	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	42,450,000	0.57	35.74		1.09	779			48,780	1,482
0.50	30,940,000	0.71	44.39		1.34	701			44,160	1,337
0.70	23,310,000	0.83	52.47		1.59	625			39,320	1,192
1.00	16,430,000	1.01	62.28		1.91	533			32,900	1,006
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	83,370,000	0.45		22.54	0.77	1,195	60,410			2,064
0.50	50,220,000	0.60		29.56	1.02	964	47,730			1,650
0.70	32,280,000	0.75		35.72	1.26	776	37,070			1,311
1.00	18,260,000	0.97		43.47	1.59	568	25,520			936

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 (oz)	Ag (oz)	AuEq (oz)
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 (oz)	Ag (oz)	AuEq (oz)
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

 

Cautionary Note to U.S. Investors concerning estimates of Inferred

Resources

This section uses the term “inferred resources”. We advise U.S. investors are advised that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it. “Inferred resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. U.S. investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable.

 

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 (oz)	Ag (oz)	AuEq (oz)
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

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	47,050,000	0.30	19.15	0.58	457	28,970	874
0.50	19,860,000	0.45	27.31	0.85	288	17,440	540
0.70	10,260,000	0.61	32.98	1.09	202	10,880	359
1.00	4,430,000	0.88	38.50	1.43	125	5,480	204

Notes pertaining to Measured, Indicated and Inferred Mineral Resource Estimates:

1.

Ixtaca Mineral Resources Estimate have an effective date of 8 July 2018. The Qualified person for the estimate is Gary Giroux, P.Eng.

2.

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

3.

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

4.

The estimate of Mineral Resources may be materially affected by environmental, permitting, legal or other relevant issues. The Mineral Resources have been classified according to the CIM Definition Standards for Mineral Resources and Mineral Reserves in effect as of the date of 8 July 2018.

5.

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

Mineral Reserve Estimate

 

A mining design, cost model and production schedule

Mineral Reserves in the table below have been developed for the Ixtaca Zone, focused on the near surface high grade limestone hosted portionsby MMTS with an effective date of the Ixtaca Zone deposit. The mine schedule includes an open pit mining operation with a process plant to produce goldNovember 30, 2018, and silver dore. The plant will operate initially at an average plant throughput of 7,650 tonnes per day (tpd) and expanding to 15,300 tpd by Year 5. The process plant is designed to be the Rock Creek Mill relocated to the property and includes conventional crushing, grinding, gravity, floation, and concentrate leaching using Carbon in pulp (CIP). In the PFS the limestone host rock comprised 82% of the metal produced, volcanic 8% and black shale 10% on a gold-equivalent basis using a 69:1 silver to gold ratio.

Mining will utilize a contractor owned an operated fleet. A series of pit optimizations have been completedare classified using the resource block model, applying a range of metal prices and recoveries, estimated costs for mining, processing, and pit slopes.2014 CIM Definition Standards. The operational pits are designed based on the optimized shell, and the potentially mineable portion of the resource is estimated within those pits. The ultimate pit contains a total of 65.1 million tonnes of mill feed at strip ratio of 5.01:1. The mill feed tonnages include a mining loss dilution. Mineral Reserves are shown in the below table assumingbased on an NSR cut-off grade of $15.40/t and are stated as Run of Mine (ROM) which represents tonnes of ore delivered to the mill. Mining recovery is 95% for all rock-types. All Inferred Resource Class material is treated as waste in calculating economicengineered open pit limits and in subsequent reserves reporting, scheduling and economics. The total mineable reserves from the Pre-Feasibility Study are given below:mine plan.

 

Recovered In-pit Resources and Diluted Grade
	Run of Mine Tonnes	Diluted Average Grades		Contained Metal
	(millions)	Au (g/t)	Ag (g/t)	Au – ‘000 ozs	Ag – ‘000 ozs
Proven	28.4	0.68	45.0	623	41,032
Probable	36.8	0.57	32.0	669	37,793
TOTAL	65.1	0.62	37.7	1,292	78,825

Notes: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

	1.•	Mineral Reserves have an effective date of MarchNovember 30, 2017. 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 andMineral 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.

	2.
	•	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.

3.

Reserves are based on a gold price of US$1,250/oz and silver price of US$18.00, and an exchange rate of US$1.00 to MXP20.00.

4.

Associated metallurgical recoveries of gold and silver, respectively, have been estimated at 90% and 90% for limestone, 50% and 90% for volcanic, and 50% and 90% for black shale.

Estimated mining inventory is comprised of 326 million tonnes of rock and 65 million tonnes of mill feed with an average mill feed grade of 0.62 grams per tonne gold and 37.7 grams per tonne silver. A total of 1.04 million ounces of gold and 70.9 million ounces of silver would be produced over the 14 year mine life.

The ultimate open pit is separated into seven mining phases. The mine plan consists of one year of pre-stripping (prior to ore processing start-up), and fourteen years of open pit mining. Stockpile reclaim will be fed to the processing facility throughout the mine life. All open pit ore and reclaimed stockpile material will be fed to a primary crusher near the pit rim and transported to the processing facility on an overland conveyor.

Processing will use the Rock Creek Mill which was optioned by the Company in October 2015. The plant will operate initially at an average throughput of 7,650 tpd and expanding to 15,300 tpd by year 5, producing gold and silver doré on site. The process plant includes the following key design criteria:

•	Three-stage crushing followed by grinding to P80 passing 75 microns;
•	Gravity concentration with intensive leaching of gravity concentrate;
•	Flotation of gravity concentration tails;
•	Carbon-in-Pulp (CIP) to recover gold and silver from flotation concentrate and gravity leach tails;
•	An elution circuit to strip loaded carbon, electrowinning and smelting to produce a precious metal doré;
•	Cyanide destruction;
•	Final tailings are thickened, then delivered to the tailings management facility.

The following table summarizes the production and processing parameters:

Projected Production and Processing Summary
Ore Reserves	65 million tonnes
Average Processing Rate	7,650 tpd Year 1 to 4, 15,300 tpd Year 5 onwards
Life of Mine (LOM) Strip Ratio	5 : 1
	Gold	Silver
Average Mill Feed Grade	0.62 g/t	37.7 g/t
Average Process Recoveries	81%	90%
Average Annual Production LOM (ounces)	78,100	5,290,000
Total Production (ounces)	1,043,000	70,932,000

The total estimated initial capital cost is US$116.9 million. Sustaining capital is estimated at US$119.7 million over the life of the mine (LOM). The estimated capital and operating costs estimates have a level of accuracy of +/-20% within the PFS.

The initial capital costs are summarized below:

Projected Initial Capital Costs (USD million)
	Base Case
Mining	$12.1
Process	$35.6
Tailings Management Facility (TMF)	$11.7
Water Management	$5.4
Onsite Infrastructure	$7.6
Offsite Infrastructure	$7.8
Environmental	$1.8
Indirects, EPCM, Contingency and Owner’s Costs	$34.9
Total	$116.9

* Numbers may not add due to rounding

The sustaining capital includes expansion capital of US$72 million which would be funded from cash flow. The expansion capital costs are summarized below:

Expansion Capital Costs (US$ millions)
Mining	$1.3
Process	$35.4
Infrastructure	$12.2
TMF and Water Management	$3.4
Indirects, EPCM, Contingency and Owner’s Costs	$19.7
Total	$72.1

The total LOM operating costs are US$22.5/tonne mill feed. This estimate includes contractor mining, processing, general & administrative, general mine expense, re-handle, reclamation, Tailings Management Facility and water management operating costs during the period of operations. Initial capital costs are not included in the LOM operating costs.

The LOM average costs are summarized below:

Summary of Average LOM Operating Costs (US$/tonne mill feed)
	Base Case
Mining costs	$1.70	$/tonne mined
Mining costs	$10.0•	$/tonne milled
Processing	$11.6	$/tonne milled
G&A	$0.8	$/tonne milled
Total	$22.5	$/tonne milledRounding as required by reporting guidelines may result in summation differences.

* Numbers may not add due to rounding

Legal, political, environmental, or other risks that could materially affect the potential development of the Mineral Reserves are provided in this Form 20F under the heading “Risk Factors”.

 

Mine Plan

 

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

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

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

Processing

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

The Study also incorporates ore sorting, test work for which has shown the ability to separate barren or low grade limestone host rock encountered within the vein swarm from vein and veined material (see Almaden news release of US$1250/ozJuly 16^th 2018). Product from the secondary crusher will be screened in to coarse (+20mm), mid-size (12 to 20 mm), and silver price of US$18/oz. Project revenuefine (-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 split betweensent directly to the mill.

Ore sort waste from Limestone and Black Shale is below waste/ore cutoff grade and is placed in the waste rock dump. Ore sort ‘waste’ from the Volcanic unit is low grade ore and will be stockpiled for processing later in the mine life. Ore sorting pre-concentration increases the mill feed gold and silver grades by 32% and 31% respectively compared to run of mine (ROM) grades. The table below shows ROM grades with 51%ore sort waste removed from the ROM, and the resulting mill feed.

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.

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 below for each ore type.

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 Study has evolved through the open dialogue between the Company and residents over the past number of years and as part of the revenueSocial Investment Plan consultation (see section below on “Community”).

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

Extensive geochemical studies have evaluated the potential for acid rock drainage and metal leaching from goldthe waste rock and 49%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 silver.the Ixtaca deposit to be secondary resources such as aggregate and cement feedstock. These opportunities will be fully examined in 2019 as part of the Company’s commitment to best sustainable practices.

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

Community Consultations

Almaden has a long history of engagement with communities in the region around the Ixtaca Project. Amongst many other initiatives, the Company has trained and employed drillers and driller helpers from the local area, held nine large-scale community meetings totalling over 4,100 people, taken 480 local adults on tours of operating mines in Mexico, and held monthly technical meetings on a diverse range of aspects relating to the mining industry and the Ixtaca project. On December 9, 2018, Almaden hosted the most recent large-scale community meeting which was attended by over 800 people, including representatives of the new Federal Government in Mexico.

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 after-tax economic analysis includes a corporate tax ratepurpose of 30% as well as two new Mexican mining dutiesthese studies is to identify the people in the area of influence of a 7.5% special mining dutyproject (“Focus Area”), and assess the potential positive and negative consequences of project development to assist in the development of mitigation measures and the formation of social investment plans. To Almaden’s knowledge, this is the first time a 0.5% extraordinary mining duty. Allformal EVIS has been completed in unit sustaining costs are summarized below:the minerals industry in Mexico, and as such reflects the Company’s commitment to best national and international standards in Ixtaca project development.

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

 

Summary All-in sustaining cost (exclusive of initial capital)
	Total US$ million	US$/ Oz AuEq	US$/ Oz AgEq
Cash operating Cost	1,463	706	10.2
Sustaining Capital Cost	119	58	0.8
Almadex Royalty	50	24	0.4
Mexican royalty taxes	74	36	0.5
Refining + Transport	79	38	0.6
Total	1,785	862	12.5

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

 

A summaryThis extensive consultation resulted in changes to some elements of financial outcomes comparingthe mine design, including the planned construction of a permanent water reservoir to serve the local area long after mine closure, and the shift to dry-stack filtered waste management. The Company looks forward to advancing further elements of the community Social Investment Plan as mine permitting and construction advance.

Economic Contributions

The Study anticipates that approximately 600 direct jobs will be created during the peak of construction, and 420 jobs will be generated during operations. Assuming base case metal prices, under this Study Ixtaca is anticipated to two alternative metal price situations is presented below. The PFS base case prices are derived from a combination of spot pricesgenerate approximately US$130 million in Federal taxes, US$50 million in State taxes and 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 date of the PFS.US$30 million in Municipal taxes.

 

Summary of Economic Results and Sensitivities to Metals Price (US$ Million)
	Lower Case			Base Case			Upper Case
	Pre-Tax		After-Tax	Pre-Tax		After-Tax	Pre-Tax	After-Tax
Gold Price (US$/oz)	$1150			$1250			$1350
Silver Price (US$/oz)	$15			$18			$21
NPV (5% discount rate)	$275	$175		$484	$310		$693	$443
Internal Rate of Return (%)	38%	28%		54%	41%		70%	52%
Payback (years)	2.4	2.6		2.0	2.2		1.6	1.9

Closure and Reclamation

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

Opportunities

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

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 costs (“Opex”) are projectedcost to be US$22.5 per tonne milled. The following table shows the sensitivityProject. There is also potential to sell some of project economics to a 10% change in the operating costs, assuming base case metals prices.ROM waste rock as an aggregate.

 

Summary of Economic Results and Sensitivities to Operating Costs (US$ Million)
	Lower Case		Base Case		Upper Case
	Pre-Tax	After-Tax	Pre-Tax	After-Tax	Pre-Tax	After-Tax
Opex (US$/t milled)	-10%		$22.5/t		+10%
NPV (5% discount rate)	$581	$372	$484	$310	$386	$248
Internal Rate of Return (%)	61%	46%	54%	41%	48%	35%
Payback (years)	1.9	2.1	2.0	2.2	2.1	2.3

Next Engineering and Development Steps

The Company is pursuing the optimization opportunities noted above and has submitted its environmental permit application to Mexican authorities.

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

The independent qualified persons responsible for preparing the Study are: Jesse Aarsen, P.Eng. and Tracey Meintjes, P.Eng. of MMTS; Edward Wellman PE, PG, CEG and Clara Balasko, P.E. of SRK; Kris Raffle, P.Geo. of APEX Geoscience Ltd.; and Gary Giroux, M.A.Sc., P.Eng. of Giroux Consultants Ltd.; all of whom act as independent consultants to the Company, are Qualified Persons as defined by National Instrument 43-101 ("NI 43-101").

 

The Initial Capital cost is estimated to be US$116.9 million. The following table shows the sensitivity of project economics to a 10% changeanalyses used in the initial capital costs, assuming base case metals prices.

Summary of Economic Results and Sensitivities to Capital Cost (US$ Million)
	Lower Case		Base Case		Upper Case
	Pre-Tax	After-Tax	Pre-Tax	After-Tax	Pre-Tax	After-Tax
Initial Capital (US$m)	-10%		116.9		+10%
NPV (5% discount rate)	$495	$318	$484	$310	$473	$302
Internal Rate of Return (%)	60%	45%	54%	41%	50%	37%
Payback (years)	1.9	2.1	2.0	2.2	2.1	2.3

The Ixtaca Project is also sensitive to the exchange rate between U.S. dollars and Mexican Pesos (“MXN”). The PFS assumes an exchange rate of 20 MXN per U.S. dollar, and the following table shows the sensitivity of project economics to different exchange rates assuming base case metals prices.

Summary of Economic Results and Sensitivities to Exchange Rate (US$ Million)
	Lower Case		Base Case		Upper Case
	Pre-Tax	After-Tax	Pre-Tax	After-Tax	Pre-Tax	After-Tax
Exchange Rate (MXN:USD)	18		20		22
NPV (5% discount rate)	$380	$243	$484	$310	$569	$364
Internal Rate of Return (%)	47%	35%	54%	41%	60%	45%
Payback (years)	2.1	2.3	2.0	2.2	1.9	2.1

Almaden has secured through purchase agreements from numerous independent owners approximately 1,018 hectares which represents the majority of land required for the proposed production plan. This was completed through friendly land purchase agreements with locals, considering fair market value. There are no communities that require relocation as partpreparation of the Project development. Mineral Claim owners have the right to obtain the temporary occupancy, or creationmineral resource statement were carried out at ALS Chemex Laboratories of land easements required to carry out exploration and mining operations, under the Federal Mining Law.

Sample Preparation, Analyses and Security

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 areis 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 Minerals (ALS) sends its own trucks to the ProjectIxtaca 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.

 

Drill coreFor gold, samples have been subject toare first analysed by fire assay and atomic absorption spectroscopy (“AAS”). Samples that return values greater than 10 g/t gold determination via a 50 gram (g) Atomic Absortion (AA) finish Fire Assay (FA) fusionusing this technique are then re-analysed by fire assay but with a lower detection limit of 0.005ppm Au (5ppb) and upper limit of 10ppm Au (ALS method Au-AA24)gravimetric finish. Silver is first analysed by Inductively Coupled Plasma - Atomic Emission Spectroscopy (“ICP-AES”). Over limit goldSamples that return values (>10ppm Au) are subject to gravimetric analysis (ALS method Au-GRA22). Silver, base metal and pathfinder elements for drill core samples are analyzedgreater 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 4-acid digestion, a lower detection limitgravimetric finish. Blanks, field duplicates and certified standards were inserted into the sample stream as part of 0.5ppm Ag and upper detection limit of 100ppm Ag (ALS method ME-ICP61). Over limit silver values (>100ppm Ag) are subject to 4-acid digestion ICP-AES analysis with an upper limit of 1,500ppm Ag (ALS method ME-OG62). Ultra-high grade silver values (>1,500ppm Ag) are subject to gravimetric analysis with an upper detection limit of 10,000ppm Ag (Ag-GRA22).

Quality Assurance/Quality Control (QA/QC)

For the Tuligtic rock grab sample and soil geochemical programs, the Company utilizes externalAlmaden’s quality assurance and quality control (QA/QC)program which complies with National Instrument 43-101 requirements. In addition to the in-house QAQC measures employed by ALS. QA/QC measures at ALS include routine screen testsAlmaden, 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 verify crushing efficiency, sample preparation duplicates (every 50 samples),ensure completion of appropriate reanalyses.  No discrepancies were noted within the drill hole database, and analytical quality controls (blanks, standards,all QAQC failures were dealt with and duplicates). QC samples are insertedhandled with each analytical run, with the minimum number of QC samples dependent on the rack size specific to the chosen analytical method. Results for quality control samples that fall beyond the established limits are automatically red-flagged for serious failures and yellow-flagged for borderline results. Every batch of samples is subject to a dual approval and review process, both by the individual analyst and the Department Manager, before final approval and certification.appropriate reanalyses.  

 

Drill core samples are subject to Almaden’s internal QA/QC program that includes the insertion of analytical standard, blank and duplicate samples into the sample stream. A total of 15 QA/QC samples are presentThe mineral resource estimate referenced in every 100 samples sent to the laboratory.

QA/QC sample results are reviewed following receipt of each analytical batch. QA/QC samples falling outside established limits are flagged and subject to review and possibly re-analysis, along with the 10 preceding and succeeding samples. Where the re-analyses fall within acceptable QA/QC limits the values are added to the drill core assay database.this document was prepared by Gary Giroux, P.Eng., an independent Qualified Person as defined by NI 43-101.

 

Current Work

 

SinceThe Company is pursuing the completion of the Pre-Feasibility Study, work on the Ixtaca projectoptimization opportunities noted above and has focused on collecting the data necessary for completion of a Full Feasibility Study, which is expectedsubmitted its environmental permit application to be completed during 2018. Various feasibility-related programs are currently underway, including:

•	Feasibility-level engineering design;
•	Additional geotechnical evaluations in areas of infrastructure and pit slope;
•	Continued monitoring of water quality and flow;
•	Metallurgical test work to further refine the process flowsheet

Mexican authorities. The Company has completed the required studies and prepared the initial draft Environmental Impact Assessment (MIA), which has been submitted to a third-partyalso appointed Auramet International, LLC, as Financial Advisor in conjunction with project financing for review before the final document is submitted.

A Social Impact Assessment of the Ixtaca project has been completed by Mexico City based consulting group which concluded that Almaden has consulted widely with the Focus Area communities, the project was well understood, and the SIA was successful in providing people with an opportunity to clearly express their views on the impacts of the project development.

Exploration drilling has continued both within the PFS pit area and in zones outside the PFS pit and resource area, with the focus of the drilling to add additional resources which could potentially be mined either by open pit or underground methods for inclusion in future engineering studies. Recent holes have intersected significant mineralisation and veining inside the PFS pit, including within material that had been previously designated as waste material in the PFS. Other holes have expanded the Main Ixtaca Zone to depth and intersected mineralization immediately outside the PFS pit.

Results of this drilling included:

Hole TU-17-532 SECTION 50025 NORTH Az. 070, Dip -80 (BENEATH PFS PIT)

101.45 meters @ 1.94 g/t Au and 12.7 g/t Ag

Including 46.20 meters @ 3.87 g/t Au and 15.1 g/t Ag

And 28.95 meters @ 5.61 g/t Au and 19.7 g/t Ag

And 13.10 meters @ 9.35 g/t Au and 25.5 g/t Ag

Hole GMET-17-13 SECTION 49950 NORTH Az. 070, Dip -35 (WITHIN PFS PIT)

53.90 meters @ 0.48 g/t Au and 37.8 g/t Ag

Including 7.00 meters @ 1.11 g/t Au and 95.3 g/t Ag

Hole GMET-17-14 SECTION 49950 NORTH Az. 070, Dip -60 (WITHIN AND BENEATH PFS PIT)

24.00 meters @ 1.90 g/t Au and 16.3 g/t Ag

Including 12.00m @ 3.66 g/t Au and 26.6 g/t Ag

And 5.00 m @ 7.91 g/t Au and 33.8 g/t Ag

57.55 meters @ 1.29 g/t Au and 23.5 g/t Ag

Including 3.00 meters @ 16.87 g/t Au and 37.7 g/t

Beyond the Ixtaca deposit, other exploration targets exist on the Tuligtic property. The Tuligtic claim covers 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 other altered and geochemically anomalous areas could represent additional zones of underlying quartz-carbonate epithermal veining like the Ixtaca zone.

Several recent holes have been drilled in the Tano Zone, which is located about 1.2 kilometers southwest along strike from the Main Ixtaca Zone and the PFS pit. The Tano zone covers an area of exposed volcanic and breccia hosted alteration and elevated gold in soil samples.

Hole TU-17-530 Az. 270, Dip -50

46.00 meters @ 0.57 g/t Au and 2.2 g/t Ag

Including 26.00 meters @ 0.71 g/t Au and 2.3 g/t Ag

And 6.00 meters @ 1.06 g/t Au and 2.3 g/t Ag

Hole TU-17-531 Az. 000, Dip -50

10.00 meters @ 2.11 g/t Au and 1.6 g/t Ag

Including 6.00 meters @ 3.38 g/t Au and 2.0 g/t Ag

And 2.00 meters @ 8.17 g/t Au and 3.8 g/t Ag

Hole TU-17-533 Az. 185, Dip -55

10.50 meters @ 0.83 g/t Au and 2.4 g/t Ag

Including 3.00m @ 1.26 g/t Au and 1.5 g/t Ag

There is no drilling between these holes and the PFS pit area, along the 060 Azimuth trend of the Main Ixtaca Zone, and this gap is considered highly prospective. Further drilling in the Tano Zone area is currently underway.Project.

 

Upcoming / Outlook

Almaden has sufficient cash on hand to conduct its anticipated work program for the next fiscal year at Ixtaca. Advanced engineering studies related toContinuing work on Ixtaca will be focused on the Feasibility Study will continue to be the emphasis of this year’s work program, as well as preparations necessary to advance permitting activities for the Ixtacaenvironmental permit application, project which includes the filing of the Environmental Impact Assessment. The Company will also continue the exploration drill program to test for additional high grade vein structures immediately adjacent to known mineralisation withinfinancing discussions, and around the PFS pit.advanced engineering.

Item 5.Operating and Financial Review and Prospects

Item 5.

Operating and Financial Review and Prospects

 

Operating Results

The following discussion and analysis of the results of operations and the Company’s financial position should be read in conjunction with the consolidated financial statements and related notes for the years ended December 31, 2018, 2017, 2016, and 20152016 appearing under Item 18 – Financial Statements and listed under Item 19 – Exhibits.

 

The Company’s consolidated financial statements are stated in Canadian Dollars and have been prepared in accordance and compliance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).

 

The Company is in the business of exploring its principal mineral property in Mexico with the aim of developing it to a stage where it can be exploited at a profit or to arrange joint ventures or other business transactions whereby other companies provide, in whole or in part, funding for development and exploitation. At that stage, the Company’s operations would, to some extent, be dependent on the world market prices of any minerals mined. The Company does not have producing properties and operations on its properties.

 

The Company receives other income from an Administrative Services AgreementAgreements with Almadex Minerals Limited.Azucar and Almadex. Under the Agreement,those Agreements, the Company is the sole and exclusive manager of Azucar and Almadex. Azucar and Almadex compensatescompensate the Company 30% and 20%, respectively, of the Company’s actual monthly cost of rent for any shared facilities, and 30% and 20%, respectively, of any shared personnel’s fees and/or wages. Azucar and Almadex also payspay the Company any reasonable fees or costs incurred on behalf of Azucar and Almadex by the Company which were approved by Azucar and Almadex. The Administrative Services Agreement hasAgreements have an initial 5-year term, with subsequent automatic 1 year renewals unless terminated pursuant to the terms permitted under the Agreement.Agreements. The Agreement includesAgreements include a Change of Control clause. If either party is subject to a Change of Control during the term of the respective Agreement, the Agreement shall automatically terminate within 48 hours of the Change of Control unless agreed to in writing by both parties. The target of the Change of Control shall then pay the other party $2 million as compensation for the unplanned termination of the Company’s engagement and significant disruption to the other party’s business. “Change of Control” means the date upon which, without the written concurrence of the target of the Change of Control, any person (as that term is defined in the Securities Act (British Columbia)) makes and does not withdraw a take-over bid (as that term is defined in the Securities Act (British Columbia)) or acquires, directly or indirectly, that number of common shares of the target which equals or exceeds twenty percent (20%) of the then issued common shares of the target.

 

Fiscal 2018 compared to Fiscal 2017

For the year ended December 31, 2018 (“Fiscal 2018”), the Company recorded a comprehensive loss of $3,511,667 or $0.03 per common share compared to a comprehensive loss of $5,231,295 or $0.05 per common share for the year ended December 31, 2017 (“Fiscal 2017”). The decrease in comprehensive loss of $1,719,628 was primarily a result of a decrease in operating expense totalling $998,008 and an increase in other income of $721,620 from interest income and administrative service fees.

Because the Company is an exploration company, it has no revenue from mining operations. Other income of $1,190,068 (Fiscal 2017 - $468,448) during Fiscal 2018, consisted of mainly interest income earned on its cash balances and other income from administrative services fees of $950,352 (Fiscal 2017 - $654,741). Also included in other income is a foreign exchange gain of $239,716 (Fiscal 2017 foreign exchange loss - $184,533) due to a higher exchange rate on USD cash balances during Fiscal 2018.

Operating expenses were $4,701,735 during Fiscal 2018 (Fiscal 2017 - $5,699,743). Certain operating expenses were reported on a gross basis and recovered through other income from the administrative services agreements with Azucar and Almadex starting May 18, 2018 after the Azucar corporate reorganization. The decrease in operating expenses of $998,008 is mainly the result of a decrease in share-based payments by $1,384,330 due to a lower share price that reduces the fair values of stock options granted during Fiscal 2018 and an increase in salaries and benefits of $378,043 due to new hires as the Company plans to enter into development stage and requires additional personnel for such development stage activities.

Fiscal 2017 compared to Fiscal 2016

For the year ended December 31, 2017 (“Fiscal 2017”), the Company recorded a net loss and comprehensive loss of $5,231,295 or $0.05 per share compared to a net loss of $4,023,504 or $0.05 per share for the year ended December 31, 2016.2016 (“Fiscal 2016”). The increase in net loss of $1,207,791 was primarily a result of increased operating expenses, in particularly in compensation, share-based payments and professional fees.

 

Because the Company is an exploration company, it has no revenue from mining operations. Other income of $468,448 (2016(Fiscal 2016 - $443,560) during the year ended December 31,Fiscal 2017, consisted of mainly interest income and other income from administrative services fees earned from Almadex partially offset by foreign exchange loss.

 

Operating expenses were $5,699,743 during the year ended December 31,Fiscal 2017 (December 31,(Fiscal 2016 - $4,467,064). Certain operating expenses were reported on a gross basis and recovered through interest and other income at approximately 30% from the administrative services agreement with Almadex. The increase in operating expenses of $1,232,679 was mainly the result of increased professional fees related to corporate legal services performed in Mexico. Salaries and benefits, stock exchange fees, and directors’ fees were increased compared to the same time last year as a result of normal course of operating a public company. Share-based payments increased by $824,060 due to stock option grants during the period.

 

Fiscal 2016 compared to Fiscal 2015

For the year ended December 31, 2016, the Company recorded a net loss and comprehensive loss of $4,023,504 or $0.05 per share compared to a net loss of $1,477,977 or $0.02 per share for the year ended December 31, 2015. The increase in net loss of $2,545,527 was primarily a result of the gain recognized in the transfer of spin-out assets to Almadex of $3,115,422 offset by the other comprehensive loss of $333,452 in 2015.

The Company has no revenues from mining operations as it only conducted exploration and development work. Other income (loss) of $443,504 (2015 – $2,710,588) during the year ended December 31, 2016 consisted mainly of interest income and administrative service fees whereas in 2015, assets spun-out to Almadex generated other sources of income. Interest income during the year ended December 31, 2016 increased by $246,868 as a result of higher cash balances available for investment. The administrative service fees in 2016 also increased by $238,374 compared to 2015 as a result of a full year charge whereas in 2015, the Company only earned 5 months of services fees from August 1, 2015 to December 31, 2015.

Operating expenses were $4,467,064 during the year ended December 31, 2016 (2015 - $4,259,713). The increase operating expenses of $207,351 was mainly the result of higher salaries of $574,494 offset by decreases in professional fees, stock exchange fees, and depreciation as a result of the corporate reorganization completed in 2015. The increase in salaries was due to the Chairman and the CEO’s salaries recorded in salaries and benefits to reflect their functions related to operating a public company rather than general exploration services performed in 2015. The spin-out transactions in 2015 produced higher operating expenses in professional fees and stock exchange fees.

Liquidity and Capital Resources

As at December 31, 2017,2018, the Company’s working capital position was $16,065,496.$4,356,589. Management estimates that the current cash position and expected future cash flows from the exercise of outstanding stock options and warrants and equity financing will be sufficient for the Company to carry out its anticipated exploration and operating plans for fiscal 20182019 that includes further development of the Ixtaca property.Project.

 

Management believes that the Company’s cash resources are sufficient to meet its working capital and mineral exploration requirements for its next fiscal year.

 

Fiscal 20172018

At December 31, 2017,the end of Fiscal 2018, the Company had working capital of $4,356,589 including cash and cash equivalents of $5,080,580 compared to working capital of $16,065,496 including cash and cash equivalents of $16,334,534 compared to working capitalat the end of $9,293,081 including cash and cash equivalents of $9,770,006 at December 31, 2016.Fiscal 2017. The increasedecrease in working capital of $6,772,415$11,708,907 is mainly due to increasethe cash expenditures on mill mobilization expenses and option payments on the Rock Creek mill recorded in cash flow from financing raised through two private placements completed during the year.property, plant and equipment.

 

The Company has a deferred income tax liability in the amount of $1,434,882. The deferred income tax liability relates to the Mexican income tax and Special Mining Duty associated with the Ixtaca Project.

 

Management believes that the Company’s cash resources are sufficient to meet its working capital and mineral exploration requirements for its next fiscal year. On February 7, 2017, the Company closed a non-brokered private placement for gross proceeds of $3,401,199 and on June 1, 2017, the Company closed a bought deal private placement for gross proceeds of $17,251,150. As a result of both financings, the Company has been able to raise money even in a very challenging financial marketplace.

 

Net cash used in operating activities during the year ended December 31,Fiscal 2018, was $1,919,921 (Fiscal 2017 was $2,674,767 (2016 - $2,321,136)$2,674,767), after adjusting for non-cash activities.

 

Net cash used in investing activities during the year ended December 31,Fiscal 2018, was $18,171,752 (Fiscal 2017 was $12,808,053 (2016 - $5,524,623)$12,808,053). Significant items include expenditures on exploration and evaluation assets of $8,860,153 (2016$9,674,048 (Fiscal 2017 - $5,177,485)$8,860,153), and deposit on mill equipment of $3,642,826 (2016$7,694,900 (Fiscal 2017 - $324,600)$3,642,826).

 

Net cash from financing activities during the year December 31,Fiscal 2018, was $8,837,719 (Fiscal 2017 was $22,047,348 (2016 - $11,392,987)$22,047,348) as a result of a non-brokered private placement that closed on FebruaryJune 7, 2017, and a bought deal private placement which closed on June 1, 2017, and options and warrants exercised,2018, net of share issue costs.

 

Management estimates that the current cash position and potential future cash flows from in the money stock options and warrants will be sufficient for the Company to carry out its anticipated exploration and operating plans for the foreseeable future. There may be circumstances where, for sound business reasons, a reallocation of funds may be necessary in order for the Company to achieve its stated business objectives.

Fiscal 2017

At the end of Fiscal 2017, the Company had working capital of $16,065,496 including cash and cash equivalents of $16,334,534 compared to working capital of $9,293,081 including cash and cash equivalents of $9,770,006 at the end of Fiscal 2016. The increase in working capital of $6,772,415 is mainly due to increase in cash flow from financing raised through two private placements completed during the year.

The Company has a deferred income tax liability in the amount of $1,434,882. The deferred income tax liability relates to the Mexican income tax and Special Mining Duty associated with the Ixtaca Project.

On February 7, 2017, the Company closed a non-brokered private placement for gross proceeds of $3,401,199 and on June 1, 2017, the Company closed a bought deal private placement for gross proceeds of $17,251,150. As a result of both financings, the Company has been able to raise money even in a very challenging financial marketplace.

Net cash used in operating activities during Fiscal 2017, was $2,674,767 (Fiscal 2016 - $2,321,136), after adjusting for non-cash activities.

Net cash used in investing activities during Fiscal 2017, was $12,808,053 (Fiscal 2016 - $5,524,623). Significant items include expenditures on exploration and evaluation assets of $8,860,153 (Fiscal 2016 - $5,177,485), and deposit on mill equipment of $3,642,826 (Fiscal 2016 - $324,600).

Net cash from financing activities during Fiscal 2017, was $22,047,348 (Fiscal 2016 - $11,392,987) as a result of a non-brokered private placement that closed on February 7, 2017, and a bought deal private placement which closed on June 1, 2017, and options and warrants exercised, net of share issue costs.

 

Fiscal 2016

At the end of Fiscal 2016, the Company had working capital of $9,293,081 including cash and cash equivalents of $9,770,006 compared to working capital of $5,808,473 including cash and cash equivalents of $6,222,778 at the end of Fiscal 2015. The increase in working capital of $3,484,608 was mainly due to a non-brokered private placement that closed on May 25, 2016 for gross proceeds of $4,359,260, and $7,130,747 received through the exercise of 4,592,667 warrants during 2016.

 

Cash used in operations during Fiscal 2016 was $2,321,136 (Fiscal 2015 - $3,015,966) after adjusting for non-cash activities.

 

Cash used in investing activities during Fiscal 2016 was $5,524,623 (Fiscal 2015 - $4,362,807). Significant items include expenditures on mineral property interests of $5,177,485 (Fiscal 2015 - $3,668,974) primarily on land acquisition of $1,578,436 (Fiscal 2015 - $831,455) and exploration costs on the Tuligtic property of $3,868,910 (Fiscal 2015 - $3,048,151). The Company also invested $324,600 (Fiscal 2015 - $692,000) pursuant to the terms of an Asset Purchase Option Agreement dated October 16, 2015 with Alaska Gold Company, LLC and Bering Straits Native Corporation (the “Asset Purchase Option Agreement”) in respect of an option on certain mining equipment referred to as the “Rock Creek mill”.

 

On May 25, 2016, the Company closed a non-brokered private placement by the issuance of 3,229,082 units at a price of $1.35 per unit for gross proceeds to the Company of $4,359,260. Each unit consists of one common share and one-half of one non-transferable common share purchase warrant. Each whole warrant allows the holder to purchase one common share of the Company at a price of $2.00 per share until November 25, 2018. Share issue costs included a finder’s fee of $147,925 in cash, and finders’ warrants to purchase up to 45,944 common shares at a price of $1.44 per common share until November 25, 2018. The fair value of the finders’ warrants was $17,918. In connection with the private placement, the Company also incurred $119,689 in share issue costs. These amounts were recorded as reduction to share capital. The proceeds of the private placement were allocated entirely to share capital.

 

Fiscal 2015

At the end of Fiscal 2015, the Company had a working capital of $5,808,473 including cash and cash equivalents of $6,222,778 compared to working capital of $9,171,791 including cash and cash equivalents of $8,172,598 at the end of Fiscal 2014. The decline in working capital of $3,363,318 was mainly due to current assets spun out to Almadex including Marketable Securities and Gold Inventory. During Fiscal 2015, the Company closed two non-brokered private placements for gross proceeds of $8,905,000 to continue the Ixtaca exploration and development program.

Cash used in operations during Fiscal 2015 was $3,015,966 (Fiscal 2014 - $2,910,414) after adjusting for non-cash activities.

Cash used in investing activities during Fiscal 2015 was $4,362,807 (Fiscal 2014 - $6,792,511). Significant items include expenditures on mineral property interests of $3,668,974 (Fiscal 2014 - $6,946,559) primarily on land acquisition of $831,455 (Fiscal 2014 - $1,137,914) and exploration costs on the Tuligtic property of $3,048,151 (Fiscal 2014 - $5,155,990). The Company also invested $692,000 (Fiscal 2014 - $Nil) pursuant to the terms of an Asset Purchase Option Agreement dated October 16, 2015 with Alaska Gold Company, LLC and Bering Straits Native Corporation (the “Asset Purchase Option Agreement”) in respect of an option on certain mining equipment referred to as the “Rock Creek mill”.

On February 11, 2015, the Company closed on a non-brokered private placement by the issuance of 4,420,000 units at a price of $1.25 per unit for gross proceeds to the Company of $5,525,000 less share issue costs of $372,763. Each unit consisted of one common share and one-half of one non-transferrable common share purchase warrant. Each whole warrant allows the holder to purchase one common share at a price of $2.00 per common share until February 11, 2016. A finder’s fee of $212,626 in cash and finder’s warrants to purchase up to 49,410 common shares at a price of $1.28 per common share until February 11, 2016 was paid on a portion of the placement. The fair value of the finder’s warrants of $13,341 was estimated using the Black-Scholes option pricing model.

On November 17, 2015, the Company closed on a non-brokered private placement by the issuance of 4,506,666 units at a price of $0.75 per unit for gross proceeds to the Company of $3,380,000 less share issue costs of $122,609. Each unit consisted of one common share and one-half of one non-transferrable common share purchase warrant. Each whole warrant allows the holder to purchase one common share at a price of $1.00 per common share until November 17, 2017. A finder’s fee of $73,550 in cash and finder’s warrants to purchase up to 35,200 common shares at a price of $0.77 per common share until November 17, 2017 was paid on a portion of the placement. The fair value of the finder’s warrants of $5,984 was estimated using the Black-Scholes option pricing model.

Research and Development, Patents and Licenses

The Company conducts no Research and Development activities, nor is it dependent upon any patents or licenses.

 

Trend information

During 2017,2018, prices of precious metals continued to be quite volatile, with the gold price tradingstarting the year at over US$1350/ounce before dropping to a low of about US$1160/1175/ounce in January 2017August 2018 and a high of over US$1350/ounce in July, before finishing the year at about US$1300/1280/ounce. This was a very similar price range as was experienced in 2017. The price of silver followed a similar volatile trajectory tradingas that of gold, starting the year at a low of about US$15.30 in January 2017 and a high of over US$18.0017.60 before falling to under US$14.00/ounce in August, beforeNovember and finishing the year at about US$16.90/15.50/ounce. Unlike gold which in 2018 traded within a similar price range as it did in 2017, silver was under more pressure in 2018 than the previous year, hitting lower lows and not reaching the same highs.

The volatility of the gold and silver prices as well as the lack of momentum to break through or meet the prior year price ranges contributed to an uncertaina tepid environment for mine planning and design and for the capital markets, which was not conducive to a vibrant financing environment for mining and mineral exploration companies.and development activities. In addition, traditional sources of financing to this sector have beencontinue to be impacted by the increasing popularity of index funds, which gain exposure to the sector through purchases and sales through exchanges, as opposed to transactions directly with issuers in the form of financings. Furthermore, some of the higher risk capital which had previously targeted the exploration and mining sector has been drawn to other areas such as blockchain and lifestyle companies. Capital is still available for miningwell defined and mineral exploration companies,advanced opportunities, but increasingly the sources of capital are fewer but larger, as are the financing transactions themselves.

 

It remains unclear how long the volatility in metals pricesdepressed financing market for exploration and development activities will continue,continue. With fewer but larger capital sources, there has recently been a wave of consolidation of major companies seeking to become more attractive to major equity funds by improving their balance sheets, creating greater asset and whether orjurisdiction diversification, and generating increased trading liquidity. The major companies are also re-committing themselves to balance sheet discipline and profitability after many years of underperformance. One avenue to accomplish greater profitability is through the synergies of consolidation combined with greater restraint when the financing climate for mining and mineral exploration companies will improve.it comes to major project development activities. In prior years, significant selling on Comex and redemptions from gold and silver funds contributed to the steep reduction in metal prices. These lower prices in turn resulted in large producers selling non-core or high cost assets, suspending or shelving new mine construction, and initiating severe cost control measures, including sharply reducing exploration expenditures. The lower price environment also led to large write-downs of assets and recent acquisitions by manyaddition, it’s expected that these companies and resulted in significant reductionsothers like them will seek to mineable reserves worldwide. Lower prices also resulted in miners selectively mining higher grade portions of a deposit, which may effectively sterilize lower grade portions from ever being mined even with higher prices at a later date.  Reserves are also declining due to mining operations, yet generally speaking these depleted reserves are not being replaced because of reduced exploration efforts over the past several years.

One of the easiest areas to cut costs isincrease profitability by cuttingreducing or eliminating “greenfield” exploration and acquisition activity. WithSo, while these mergers help the recovery inparticipants compete for scarce investor attention, they are unlikely to help address the precious metals marketslong term need for a pipeline of new projects to replace declining and relatively improved financing climate starting in 2016, we sawhigher cost reserves held within many large miners return to exploration after a prolonged reduction in activity. However, in the wake of the difficult operating environment up until mid-2016, most of these companies are still quite risk-averse and as a result, what exploration is taking place is focused near their own mine operations in an attempt to replace the depleted reserves, and very little early-stage, regional exploration is being supported by them. For the same reason, M&A activity has been muted as a number of miners are still working through acquisitions which were predicated on higher metal prices, while others are fully occupied with balance sheet issues or optimization of their existing mine plans.companies.

 

Much of the volatility in precious metals prices is caused by uncertainties regarding economic growth of the major economies and the policy response of central bankers to the economic environment. Geopolitical uncertainty continued in 20172018 as the utility of traditional global political and trade alliances ashas been openly questioned at the highest levels. While 2018 saw an agreement reached between the U.S., Mexico and Canada relating to a modernized NAFTA deal it has not yet been ratified by all parties and the process of renegotiation was a turbulent one. The increasing acrimony and polarization of domestic politics in many countries is also contributing to international tensions. Currency markets have responded with increased volatility. Given that varying proportions of the costs of production in mining operations are valued in the local currencies, whereas the metals themselves are generally sold in U.S. dollars, currency exchange rates can have a significant impact on operating conditions.

 

The uncertain times have led to some cash strapped governments to seek or threaten higher tax and royalty policies while others consider lowering them to attract investment. Globalization of trade and markets has been more important to the mineral industry than many other industries, and because of current conditions these concepts are under question by many vested interest groups.

At the same time, environmentaljust as it is more difficult to raise capital for new discoveries, it is also becoming more difficult to develop new resources once they have been discovered. Environmental groups have successfully lobbied for more wilderness areas and parks where exploration and mining activities are prohibited.  Indigenous groups are actively pursuing land claimsasserting their interests and there is a rise of militant national and religious groups in many parts of the world. A global network of ideologically-driven anti-mining activists leverages both the real and perceived interests of the environmental and indigenous groups in an attempt to stifle resource development despite the increasing need for such resources as global living standards advance.  Pressure from such groups can lead to increased regulation and this must be monitored closely to recognize a point where it becomes excessive. Many governments are pursuing regulations and taxes on emissions of so called “greenhouse gases” that could raise costs for many industries including metal mining.  As more and more stakeholders become interested in mining ventures there is an increasing need to maintain cooperation with valid concerned groups, particularly among the local communitycommunities where the project isprojects are located. Some of these issues tend to restrict the areas where mineral exploration and development of new mines can occur. This should make areas permissive to exploration more attractive and a previously discerned need for new, quality exploration projects based on sound geological work continues. 

 

Both the scarcity of funding for new discoveries and the difficulty in developing new resources are likely to limit the supply of metals to a growing and developing global population. The world may be slow to find direction within the current climate, and a further deterioration of these conditions remains a serious threat. If such deterioration occurs, and depending on the policy response of domestic governments, lower industrial activity may be the result and this could lower the demand for base metals, although managementCompany believes that precious metalsin the long term, metal prices will continue to be in demand as a store of value.

constructive for both exploration and development activities. The Company plans to continue its work programs onadvancing the Ixtaca project with the aim of developing it developing into one of the more attractive advanced and modern projects in the world in the expectation that the markets for gold and silver projects will improve.world.

Off-balance Sheet Arrangements

The Company has no off-balance sheet arrangements other than the lease related to its office premises as disclosed below.

Contractual Obligations

The Company is obligated under an operating lease for its office premises with the following aggregate minimum lease payments to the Company’s office lease effective April 1, 2017 through to March 31, 2022. The Company does have government requirements in work and/or taxes to maintain other claims held. The decision to keep or abandon such claims is not contractual but at the discretion of the Company. All other property option payments on the Company’s projects have been assumed by third parties who are earning their interests in the projects.

 

On January 29, 2013, the Company entered into contracts with its Chairman and President for an annual remuneration of $240,000 and $265,000 respectively effective January 1, 2013, for two years, renewable for two additional successive terms of 24 months each. Effective December 31, 2015, the Chairman’s contract was mutually terminated and effective January 1, 2016, the Company and the Chairman entered into a new contract for an annual remuneration of $240,000 for two years, renewable for two additional successive terms of 24 months each. The Chairman’s contract and the President’s contract were amended April 1, 2016.2016 and further amended on January 1, 2019 to make their term indefinite. Effective May 24, 2011, as amended April 1, 2016, the Company and the Chief Financial Officer (“CFO”) entered into an Employment Agreement for an indefinite term and, effective September 22, 2014, as amended April 1, 2016, the Company and the Vice President, Corporate Development (“VP”) entered into an Employment Agreement for an indefinite term. Effective January 1, 2016, the Chairman’s and President’s base salaries (“Base Salary”) were $240,000 and $265,000, respectively, and the CFO’s and VP’s Base Salaries were $185,000 and $175,000, respectively. Effective January 1, 2017, the Chairman’s, President’s, CFO’s and VP’s Base Salaries were $240,000, $305,000, $203,500 and $192,500, respectively. Table No. 4 listsUnder the total contractual obligations as at December 31, 2017 for each period. Under an Administrative Services AgreementAgreements between the Company and each of Azucar Minerals Ltd. and Almadex Minerals Limited,Ltd. the Company provides management services to Azucar and Almadex. Azucar compensates the Company 30% of any shared personnel remuneration and office overhead expenses, while Almadex compensates the Company 30%20% of any shared personnel remuneration and office overhead expenses. Therefore, Almaden currently recovers 30%50% of the contractual compensation amounts for the Chairman, Chief Executive Officer, Chief Financial Officer and Vice President, Corporate Development.

 

Table No. 4

Contractual Obligations of the Company

 

		Payments due by period
		Total				Less than 1 year				1 – 3 years				3 – 5 years				More than 5 years
Operating lease		$	647,234			$	148,410			$	305,066			$	193,758				-
Executive contracts(1)		$	1,295,000			$	575,000			$	480,000			$	240,000				-

⁽¹⁾ Pursuant to the terms of the Administrative Services Agreement between the Company and Almadex Minerals Limited, the Company currently recovers 30% of the contractual compensation amounts for the Chairman and Chief Executive Officer, as the executive contracts for the CFO and VP are not considered long term contractual obligations of the Company.

		Payments due by period
		Total				Less than 1 year				1 – 3 years				3 – 5 years				More than 5 years
Operating lease		$	611,638			$	179,706			$	383,848			$	48,084				-

 

Contractual obligations of the Company in the above table exclude future option payments required to maintain the Company’s interest in certain mineral properties and option payments under the Asset Purchase Option Agreement in respect to the Rock Creek mill.properties.

 

Significant accounting judgments and estimates

 

Significant assumptions about the future and other sources of judgments and estimates that management has made at the statement of financial position dates, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

 

Critical Judgments

 

o

The analysis of the functional currency for each entity of the Company determined by conducting an analysis of the consideration factors identified in IAS 21, “The Effect of Changes in Foreign Exchange Rates”. In concluding that the Canadian dollar is the functional currency of the parent and its subsidiary companies, management considered the currency that mainly influences the cost of providing goods and services in each jurisdiction in which the Company operates. As no single currency was clearly dominant, the Company also considered secondary indicators including the currency in which funds from financing activities are denominated and the currency in which funds are retained.

o

The determination that the carrying amount of the Tuligtic Project will be recovered through use rather than sale.

Estimates

 

o

The recoverability of accounts receivable which is included in the consolidated statements of financial position;

o

The estimated annual gains or losses from income and dilution on the former investment in associate;

o

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

o

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

o

The Company uses the Black-Scholes option pricing model to determine the fair value of options and warrants in order to calculate share-based payments expense and the fair value of finders’ warrants and stock options. Certain inputs into the model are estimates that involve considerable judgment and are or could be affected by significant factors that are out of the Company’s control;

o

The provision for income taxes which is included in profit or loss and the composition of deferred income tax liability included in the consolidated statement of financial position and the evaluation of the recoverability of deferred tax assets based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions;

o

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

Item 6.

Directors, Senior Management and Employees

Item 6. Directors, Senior Management and Employees

 

Table No. 5 lists the directors of the Company as of March 28, 2018.14, 2019. The directors have served in their respective capacities since their election and/or appointment and will serve until the next annual general meeting of the Company or until a successor is duly elected, unless the office is vacated in accordance with the Articles of the Company. All directors are residents and citizens of Canada.

 

Table No. 5

Directors of the Company

Name		Age				Date First Elected or Appointed
James Duane Poliquin			77		78	February 1, 2002(4)
John D. McCleary(2)(3)			77		78	February 1, 2002(4)
Morgan Poliquin			46		47	February 1, 2002(4)
Gerald G. Carlson(1)(2)(3)			72		73	February 1, 2002(4)
Mark T. Brown (1)(3)	50		49			30-May-11May 30, 2011
William  J. Worrall(1)(2)(3)	86		85			7-May-13
David Strang(5)			49			8-Aug-16May 7, 2013
Elaine Ellingham(6)(5)	60		59			27-Feb-18February 27, 2018

⁽¹⁾ Member of Audit Committee

⁽²⁾ Member of Nominating and Corporate Governance Committee

⁽³⁾ Member of Compensation Committee

⁽⁴⁾ Date of issue of the Certificate of Amalgamation

⁽⁵⁾David Strang was appointed a Director of the Company on August 8, 2016 following the resignation of Joseph Montgomery

⁽⁶⁾ Elaine Ellingham was appointed an additional Director of the Company on February 27, 2018

 

Duane Poliquin was a director of Almaden Resources Corporation since September 1980, Jack McCleary since June 1991 and Morgan Poliquin since June 1999.

 

Duane Poliquin was a director of Fairfield Minerals Ltd. since June 1996, and Gerald G. Carlson since July 1998.

Table No.6 lists the Executive Officers of the Company as of March 28, 2018.14, 2019. The Executive Officers serve at the pleasure of the Board of Directors, subject to the terms of executive compensation agreements hereinafter described. All Executive Officers are residents and citizens of Canada.Canada with the exception of Laurence Morris, who is a resident of Nicaragua and citizen of the United Kingdom.

 

Table No. 6

Executive Officers of the Company

Name	Position	Age	Date First Appointed
James Duane Poliquin	Chairman of the Board	7778	February 1, 2002 (4)(1)
Morgan Poliquin	President and Chief Executive Officer	4647	1-Mar-07March 1, 2007
Korm Trieu	Chief Financial Officer	5253	30-May-11May 30, 2011
Douglas McDonald	Vice-President, Corporate Development	4950	22-Sep-14September 22, 2014
Laurence Morris	Vice-President, Operations & Projects	65	April 30, 2018

⁽⁴⁾⁽¹⁾ Date of issue of the Certificate of Amalgamation

 

Duane Poliquin was appointed an Officer of Almaden Resources Corporation in September 1980 and of Fairfield Minerals Ltd. in June 1996.

 

Duane Poliquin is a registered professional geological engineer with over 50 years of experience in mineral exploration and he is the founding shareholder of Almaden Resources Corporation. He gained international experience working with major mining companies where he participated in the discovery of several important mineral deposits. Mr. Poliquin has held executive positions and directorships with several junior resource companies over his career. He was founder and President of Westley Mines Ltd. when that company discovered the Santa Fe gold deposit in Nevada. Mr. Poliquin spends virtually all of his time on the affairs of the Company, Azucar Minerals Ltd. and Almadex Minerals LimitedLtd. of which he also serves as Chairman of the Board and a director.

 

John D. (Jack) McCleary is a registered professional geologist with over 40 years’ experience in petroleum and mineral exploration. He has held executive positions with several junior resource companies over his career and for several years was a Vice President of Dominion Securities Ltd. He served as a director and President of Canadian Hydro Developers Inc. until December 1995 at which time he retired and as a director and President of Troymin Resources Ltd. until April 2003 at which time Troymin amalgamated with Santoy Resources Ltd. where he served as a director for 5 years. Mr. McCleary is also a director of Azucar Minerals Ltd. and Almadex Minerals Limited andLtd. He spends less than 5% of his time on the affairs of the Company.

 

Morgan Poliquin is a registered professional geological engineer with over 20 years’ experience in mineral exploration since graduating with a B.A.Sc. degree in geological engineering from the University of British Columbia (1994). In 1996 he earned a M.Sc. in geology from the University of Auckland, New Zealand studying geothermal and epithermal deposits in the South Pacific including the Emperor Gold Deposit, Fiji. In 2010, Dr. Poliquin earned his Ph.D. in Geology from the Camborne School of Mines, University of Exeter. He is President and CEO of the Company and oversees corporate matters as well as directing the Company’s exploration program. Dr. Poliquin spends virtually all of his time directing the exploration programs and the affairs of the Company in Almaden, Azucar Minerals Ltd. and Almadex Minerals LimitedLtd. of which he also serves as President, CEO and a director.

 

Gerald G. Carlson has been involved in mineral exploration and junior exploration company management for over 4045 years. Mr. Carlson has a B.A.Sc. from the University of Toronto, a M.Sc. from Michigan Technological University and a Ph.D. from Dartmouth College. He is President, CEO and a director of Pacific Ridge Exploration Ltd., a gold and zinc exploration company listed on the TSX-V and a director of New Point Exploration Corp.Cyntar Ventures Inc. listed on the CSE. He is a past President of AME BC (formerly the B.C. and Yukon Chamber of Mines), Director and past President of the Society of Economic Geologists Canada Foundation, a Fellow of the Society of Economic Geologists, a member of the Professional Engineers and Geoscientists of British Columbia, the ProfessionalBC, Engineers of the Yukon Territory and the Canadian Institute of Mining, Metallurgy & Petroleum. Mr. Carlson spends less than 5% of his time on the affairs of the Company.

Mark T. Brown is a Chartered Professional Accountant (CPA, CA) and earned a Bachelor’s Degree in Commerce from the University of British Columbia in 1990. Mr. Brown received his Chartered Accountant’s designation in 1993 while working at Price Waterhouse, Chartered Accountants. From 1994 to 1997, he was the controller of two TSE (now TSX) 300 mining companies, one after the other, each of which produced in excess of 100,000 ounces of gold annually. At the end of 1997, Mr. Brown joined Pacific Opportunity Capital Ltd. which was set up to provide business financial support, both administratively and for transactions and negotiations, to public and private emerging companies. Mr. Brown spends approximately 5% of his time on the affairs of the Company. He also serves as a directorDirector and executive chairmanExecutive Chairman of Alianza Minerals Ltd. and Avrupa Minerals Ltd., both mineral exploration companies listed on the TSX-V. Mr. Brown also serves as a director,Director, President, or Chief Financial Officer of the following companies:

 

a.

Director - Big Sky Petroleum Ltd., an oil and gas company listed on the TSX-V.

b.

Director - Strategem Capital Corp., an investment issuer listed on the TSX-V.

c.b.

Director - Sutter Gold Mining Ltd., a gold exploration company listed on the TSX-V.

d.c.

President, CEO and Director - Paget– Azucar Minerals Ltd., an exploration company listed on the TSX-V.

e.d.

Director - Almadex Minerals Limited,Ltd., an exploration company listed on the TSX-V.

f.e.

Chief Financial Officer - Adamera Minerals Corp., an exploration company listed on the TSX-V.

g.f.

Chief Financial Officer – Redstar Gold Corp., an exploration company listed on the TSX-V.

h.g.

Chief Financial Officer – Orestone Mining Corp., an exploration company listed on the TSX-V.

i.h.

President, CEO and Director – Mountain Boy Minerals Ltd., an exploration company listed on the TSX-V.

Mr. Brown was a director of Ascent Industries Corp. (formerly Paget Minerals Ltd.) until February 13, 2019. On March 4, 2019, Ascent industries Corp. instituted proceedings under the Companies’ Creditors Arrangement Act (Canada).

 

William J. Worrall is a retired lawyer with over 55 years practice primarily in the areas of securities, national and transnational corporate and commercial transactions, including mergers and acquisitions, with emphasis on junior resource companies engaged in mining and oil and gas exploration and development. Mr. Worrall spends less than 5% of his time on the affairs of the Company. He is also a director of Azucar Minerals Ltd. and Almadex Minerals Limited.

David Strang holds a Bachelor of Science in Applied Earth Sciences from Stanford University. David serves as Director, CEO and President of Ero Copper Corporation. Previously, David served as Director, CEO and President of Lumina Copper Corp. and Lumina Royalty Corp. He also served as CEO and President of Global Copper Corp. and Lumina Resources Corp. Mr. Strang spends less than 5% of his time on the affairs of the Company.Ltd.

 

Elaine Ellingham is a professional geoscientist with over 35 years of experience in the mining industry, having held senior positions in several mining companies. Ms. Ellingham serves as President of Ellingham Consulting, an independent consulting firm providing geological and advisory services. She spent eight years with the Toronto Stock Exchange serving in various capacities, including four years as the TSX National Leader of Mining & International Business Development. Ms. Ellingham has also served as interim CEO and Director of Richmont Mines Inc. and Senior Vice President, Investor Relations at IAMGOLD, in addition to other corporate development experience with Campbell Resources and Rio Algom Limited. She is also an active director on the Boards of Aurania Resources, Wallbridge MiningAlamos Gold and the Prospectors and Developers Association of Canada. Ms. Ellingham spends less than 5% of her time on the affairs of the Company.

 

Korm Trieu is a Chartered Professional Accountant (CPA, CA) and holds a Bachelor of Science degree from the University of British Columbia and has spent over 20 years in corporate finance, administration and tax services, primarily in the natural resource, financial service and real estate sectors. From 2008-2011, he served as Vice President Finance for Sprott Resource Lending Corp. where he oversaw the Finance and Administration departments of a natural resource lending company. Mr. Trieu spends approximately all of his business time on the affairs of the Company along with Azucar Minerals Ltd. and Almadex Minerals LimitedLtd. of which he is also the Chief Financial Officer.

 

Douglas McDonald holds a Bachelor of Commerce degree and an M.A. Sc. specializing in mineral economics from the University of British Columbia and has over 20 years of experience in the resource, foreign trade and resource policy arenas. Prior to joining Almaden, he worked with an investment dealer where he advised numerous mineral resource companies regarding M&A opportunities and assisted them in accessing capital markets. He also spent 5 years as a Foreign Service officer with the Canadian government, where he focused on international trade issues, primarily concerning their impact on the resources industry. Mr. McDonald spends all of his business time on the affairs of the Company, along with Azucar Minerals Ltd. and Almadex Minerals LimitedLtd. of which he is also a director and the Vice President, Corporate Development.

 

Laurence Morris is a mining engineer and geologist with more than 35 years of experience in the metals and mining business. Mr. Morris has broad international experience in construction, operating and planning roles ranging from exploration stage to large scale operating mines in a variety of commodities and countries. From 2015 to 2017, Mr. Morris was the Mine Manager for First Quantum Minerals at their US$5.5 billion Cobre Panama project, where he was responsible for transitioning the project from a greenfields site to an operating mine, including mine planning, mining team assembly and training, setting up operating procedures and technical services. Prior to this Mr. Morris has held several key positions including Vice President of Operations for Minefinders Corporation Ltd. from 2010 to 2013. In that position, he oversaw all aspects of development, mining operations, exploration activities and resource management at the Dolores mine in Mexico. Prior to joining Minefinders in 2010, Mr. Morris worked in mine management for First Quantum Minerals Ltd. in Zambia and Mauritania. Mr. Morris holds an Honours Bachelor of Science in Geology from the University of Sheffield.

There are no arrangements or understandings with any two or more directors or executive officers pursuant to which any such person was selected as a director or executive officer. Duane Poliquin, Chairman of the Board and Director, is the father of Morgan Poliquin, President, Chief Executive Officer and Director.

 

During Fiscal 2017,2018, the Chairman was remunerated at his base salary of $240,000 per annum and the Chief Executive Officer was remunerated at his base salary of $305,000$335,000 per annum. The Chief Executive Officer’s employment contract includesincluded terms for two additional successive terms of 24 months each (the “Extended Term”) ending December 31, 2018.January 29, 2019. Effective December 31, 2015, the Hawk Mountain Resources Ltd. contract was terminated by mutual consent with the Company and the Chairman entered into a new employment contract directly with the Company. The new employment contract includes a base salary of $240,000 per annum and has an effective date of January 1, 2016. It has an initial two-year term and is renewable for two additional successive terms of 24 months each (the “Extended Term”) ending December 31, 2021. On January 1, 2019, both the Chief Executive Officer’s and Chairman’s employment contracts were amended to remove the Extended Term thereby making their terms indefinite.

 

During Fiscal 2017,2018, the Chief Financial Officer (“CFO”) was remunerated at his base salary of $203,500, and the Vice President, Corporate Development (“VP”) waswere remunerated at histheir base salary of $192,500$225,000 CAD and $212,000 CAD. The Vice President, Operations & Projects was compensated at his annual fee of $250,000 USD per annum. Each of the CFO’s and VP’sVice Presidents’ employment agreements have indefinite terms.

 

Under an Administrative Services AgreementAgreements between the Company and each of Azucar Minerals Ltd. and Almadex Minerals Limited,Ltd., the Company provides management services to Azucar and Almadex. Azucar compensates the Company 30% of any shared personnel remuneration and office overhead expenses, while Almadex compensates the Company 30%20% of any shared personnel remuneration and office overhead expenses. Therefore, Almaden currently recovers 30%50% of the contractual compensation amounts for the Chairman, Chief Executive Officer, Chief Financial Officer and Vice President, Corporate Development.

 

All non-management Directors are to be compensated $12,000 yearly and the Chairs of the Audit Committee and Compensation, Nominating and Corporate Governance Committee are to be compensated $5,000 yearly, effective January 1, 2017. The Compensation Committee also recommended that, with respect to Director stock options, up to 250,000400,000 options be granted to each non-management Director. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board of Directors. The Board of Directors may award special remuneration to any director undertaking any special services on behalf of the Company other than services ordinarily required of a director. Other than indicated below no director received any compensation for his services as a director, including committee participation and/or special assignments, or will receive compensation on termination.

 

Total compensation paid by the Company directly and/or indirectly to all directors and executive officers during Fiscal 2018 was $1,022,079 (Fiscal 2017 was $883,400 (Fiscal 2016 - $796,475)$883,400) after recovery by the Company of 30%50% of executive officer compensation pursuant to the terms of the Administrative Services AgreementAgreements between the Company and each of Azucar and Almadex Minerals Limited.

 

Table No. 7

Summary Compensation Table

 

					Long-Term Compensation
Annual Compensation					Awards
					Restricted	Options/
Name and	Fiscal			Other Annual	Stock	SARS	LTIP	All Other
Principle Position	Year	Salary(1)	Bonus	Compensation	Awards	Granted	Payouts	Compensation
						(#)
Duane Poliquin Chairman of the Board & Director   Annual Compensation Long-Term Compensation Awards   Name and Principle Position     Fiscal Year       Salary(1)       Bonus     Other Annual Compensation   Restricted Stock Awards   Options/ SARS Granted (#)   LTIP Payouts     All Other Compensation   Duane Poliquin 2018(2) $138,194 Nil Nil Nil 650,000 Nil Nil Chairman of the Board & 2017 $168,000 Nil Nil Nil 715,000 Nil Nil Director 2016 $168,000 Nil Nil Nil 550,000 Nil Nil Morgan Poliquin 2018(2) $192,895 $66,250 Nil Nil 1,000,000 Nil Nil President, Chief Executive 2017 $213,500 $85,400 Nil Nil 1,365,000 Nil Nil Officer & Director 2016 $185,500 $92,750 Nil Nil 700,000 Nil Nil Jack McCleary 2018 Nil Nil Nil Nil 218,000 Nil $17,0000(3)(5) Director 2017 Nil Nil Nil Nil 332,000 Nil $17,0000(3)(5)   2016 Nil Nil Nil Nil 218,000 Nil $10,000(3)(5) Joseph Montgomery 2018 Nil Nil Nil Nil Nil Nil Nil Former Director(6) 2017 Nil Nil Nil Nil Nil Nil Nil   2016 Nil Nil Nil Nil Nil Nil $7,000(3) Gerald G. Carlson 2018 Nil Nil Nil Nil 172,000 Nil $12,000(3) Director 2017 Nil Nil Nil Nil 290,000 Nil $12,000(3)   2016 Nil Nil Nil Nil 100,000 Nil $7,000(3) Mark T. Brown 2018 Nil Nil Nil Nil 68,000 Nil $17,000(3)(4) Director 2017 Nil Nil Nil Nil 457,000 Nil $17,000(3)(4)   2016 Nil Nil Nil Nil 68,000 Nil $10,000(3)(4) William J. Worrall 2018 Nil Nil Nil Nil 285,000 Nil $12,000(3) Director 2017 Nil Nil Nil Nil 215,000 Nil $12,000(3)   2016 Nil Nil Nil Nil 5,000 Nil $7,000(3) David Strang(7) 2018 Nil Nil Nil Nil Nil Nil $12,000(3) Former Director 2017 Nil Nil Nil Nil 100,000 Nil $12,000(3)   2016 Nil Nil Nil Nil 400,000 Nil Nil Elaine Ellingham(8) 2018 Nil Nil Nil Nil 400,000 Nil Nil Director                 Korm Trieu 2018(2) $129,556 $27,750 Nil Nil 255,000 Nil Nil Chief Financial Officer 2017 $142,450 $35,613 Nil Nil 290,000 Nil Nil   2016 $129,500 $38,850 Nil Nil 150,000 Nil Nil Douglas McDonald 2018(2) $122,071 $28,875 Nil Nil 200,000 Nil Nil Vice President, Corporate 2017 $134,750 $33,688 Nil Nil 275,000 Nil Nil Development 2016 $122,500 $18,375 Nil Nil 170,000 Nil Nil Laurence Morris(9) 2018 $246,488 Nil Nil Nil 300,000 Nil Nil Vice President, Operations & Projects	2017 2016 2015	$168,000 $168,000 Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	715,000 550,000 485,000	Nil Nil Nil	Nil Nil $193,333(2)
Morgan Poliquin President, Chief Executive Officer & Director	2017 2016 2015	$213,500 $185,500 $231,875	$85,400 $92,750 Nil	Nil Nil Nil	Nil Nil Nil	1,365,000 700,000 965,000	Nil Nil Nil	Nil Nil Nil
Jack McCleary Director	2017 2016 2015	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	332,000 218,000 207,000	Nil Nil Nil	$17,0000(3)(5) $10,000(3)(5) $10,000(3)(5)
Joseph Montgomery Former Director(8)	2017 2016 2015	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil 145,000	Nil Nil Nil	Nil $7,000(3) $7,000(3)
Gerald G. Carlson Director	2017 2016 2015	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	290,000 100,000 237,000	Nil Nil Nil	$12,000(3) $7,000(3) $7,000(3)
Barry W. Smee Former Director(7)	2017 2016 2015	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil $7,000(3)
Mark T. Brown Director	2017 2016 2015	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	457,000 68,000 232,000	Nil Nil Nil	$17,000(3)(4) $10,000(3)(4) $11,200(3)(4)(6)
William J. Worrall Director	2017 2016 2015	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	215,000 5,000 145,000	Nil Nil Nil	$12,000(3) $7,000(3) $7,000(3)
David Strang(9) Director	2017 2016	Nil Nil	Nil Nil	Nil Nil	Nil Nil	100,000 400,000	Nil Nil	$12,000(3) Nil
Korm Trieu Chief Financial Officer	2017 2016 2015	$142,450 $129,500 $161,875	$35,613 $38,850 Nil	Nil Nil Nil	Nil Nil Nil	290,000 150,000 145,000	Nil Nil Nil	Nil Nil Nil
Douglas McDonald Vice President, Corporate Development	2017 2016 2015	$134,750 $122,500 $153,125	$33,688 $18,375 Nil	Nil Nil Nil	Nil Nil Nil	275,000 170,000 130,000	Nil Nil Nil	Nil Nil Nil

(1)

Since the effectiveness of the Plan of Arrangement with AlmadexAzucar on July 31, 2015, AlmadexAzucar has compensated the Company 30% of any shared personnel’s fees and/or wages. The above table reflects only the compensation for each individual paid by Almaden after recovery of such 30% from Azucar.

(2)

Effective May 18, 2018, Almadex has compensated the Company 20% of any shared personnel’s fees and/or wages. The above table reflects only the compensation for each individual paid by Almaden after recovery of such 20% from Almadex.

(2)

For geological services provided to the Company and general and administrative services provided by Hawk Mountain Resources Ltd., a private company of which Duane Poliquin is a shareholder. Effective December 31, 2015, the Hawk Mountain Resources Ltd. contract was terminated by mutual agreement.

(3)

Director’s fees.

(4)

Audit Committee Chairman’s fees.

(5)

Compensation Committee Chairman’s fees.

(6)

For administrative services provided by Pacific Opportunity Capital Ltd., a company controlled by Mark T. Brown and his family.

(7)

Barry Smee resigned as a Director of the Company effective January 31, 2015.

(8)

Joseph Montgomery resigned as a Director of the Company effective August 8, 2016.

(9)(7)

David Strang commenced as a Director of the Company effective August 8, 2016.2016 and resigned effective June 27, 2018.

(8)

Elaine Ellingham commenced as a Director of the Company effective February 27, 2018.

(9)

Laurence Morris commenced as Vice President, Operations & Projects effective April 30, 2018 and pursuant to his Independent Contractor Agreement dated January 15, 2018 is compensated at an annual fee of $250,000 USD.

Remuneration on Termination

 

The Company has the following termination clauses within its executive employment contracts.

 

(1)     Chairman

(1)

Chairman

 

The Company entered into a new Executive Employment Contract (the “DP Agreement”) dated January 1, 2016, as amended by Amending Agreement dated April 1, 2016 and Second Amending Agreement made January 1, 2019 (the “DP Agreement”) between the Company and Duane Poliquin (the “Executive” under the DP Agreement) which replaces an expired Executive Compensation Contract dated January 29, 2013 (the “HMR Agreement”) between the Company and Hawk Mountain Resources Ltd. (“Management Company”), a private company of which Duane Poliquin (the “Executive” under the HMR Agreement) is a shareholder, which was terminated by mutual agreement on December 31, 2015. The DP Agreement will terminate or may be terminated for any one of the following reasons:

 

(a)

Voluntarily by the Executive, upon at least three (3) months prior written notice of termination by the Executive to the Company; or

(b)

without Cause, upon at least three (3) months prior written notice of termination by the Company to the Executive; or

(c)

by the Company for Cause; or

(d)

upon the death or disability of the Executive; or

(e)

upon retirement by the Executive.

 

Termination by the Executive Voluntarily or by the Company for Cause

 

If the Executive shall voluntarily terminate employment under the DP Agreement or if the employment of the Executive thereunder is terminated by the Company for Cause, then all compensation and benefits as theretofore provided shall terminate immediately upon the effective date of termination and no special severance compensation will be paid.

 

Cause to terminate the Executive’s employment under the DP Agreement shall mean:

 

(a)

the repeated and demonstrated failure by the Executive to perform the Executive’s material duties under the DP Agreement, after demand for substantial performance is delivered by the Company to the Executive that specifically identifies the manner in which the Company believes the Executive has not substantially performed by the Executive under the DP Agreement; or

(b)

the willful engagement by the Executive in misconduct which is materially injurious to the Company, monetarily or otherwise; or

(c)

any other willful violation by the Executive of the provisions of the DP Agreement; or

(d)

the Executive is convicted of a criminal offence involving fraud or dishonesty.

 

Termination by the Company Without Cause

 

If the Company shall terminate the Executive’s employment under the DP Agreement for any reason except for Cause or Disability then, upon the effective date of termination, the Company shall pay the Executive in one lump sum an amount equal to two (2) times the Executive’s then current Base Salary, less all statutory withholdings and deductions. All the benefits theretofore provided to the Executive shall be continued as if the Executive was still an employee of the Company for a period of twelve (12) months from the date of termination or until equal or better benefits are provided by a new employer, whichever shall first occur.

 

Termination by Death or Disability

 

If the Executive dies or becomes disabled before the Executive’s employment is otherwise terminated, the Company shall pay the Executive or the Executive’s estate, an amount of compensation equal to six (6) months of the Executive’s then current Base Salary and all the benefits theretofore provided to the Executive shall be continued, for a period of six (6) months from the date of Death or Disability as if the Executive were still an employee of the Company. If such termination is due to the Executive’s Death, payment shall be made in one lump sum to the Executive’s Designate within 60 days of the Executive’s death. If no Executive’s Designate survives the Executive, the entire amount shall be paid to the Executive’s estate. If such termination is due to the Executive’s Disability, payment shall be made in one lump sum to the Executive within sixty (60) days of the Executive’s Disability. The compensation provided under this paragraph shall be in addition to that payable from any insurance coverage providing compensation upon Death or Disability.

Termination Following Change in Control

 

For purposes of the DP Agreement, a Change in Control shall be deemed to have occurred if:

 

(i)

any person or any person and such person’s associates or affiliates, as such terms are defined in the Securities Act (British Columbia) (the “Act”), makes a tender, take-over or exchange offer, circulates a proxy to shareholders or takes other steps to effect a takeover of the control of the Company, whether by way of a reverse take-over, formal bid, causing the election or appointment of a majority of directors of the Company or otherwise in any manner whatsoever; or

 

(ii)

during any period of eighteen (18) consecutive months (not including any period prior to the Effective Date), individuals who at the beginning of such period constituted the Board of Directors and any new directors, whose appointment by the Board of Directors or nomination for election by the Company’s shareholders was approved by a vote of at least three quarters (3/4) of the Board of Directors then still in office who either were directors at the beginning of the period or whose appointment or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors; or

 

(iii)

the acquisition by any person or by any person and such person’s affiliates or associates, as such terms are defined in the Act, and whether directly or indirectly, of common shares of the Company at the time held by such person and such person’s affiliates and associates, totals for the first time, twenty percent (20%) or more of the outstanding common shares of the Company; or

(iv)

the business or businesses of the Company for which the Executive’s services are principally performed, are disposed of by the Company pursuant to a partial or complete liquidation, dissolution, consolidation or merger of the Company, or a sale or transfer of all or a significant portion of the Company’s assets.

 

Notwithstanding any other provisions in the DP Agreement regarding termination, if any of the events described above constituting a Change in Control shall have occurred during the Term or an Extended Term, upon the termination of the Executive’s employment (unless such termination is because of the Executive’s Death or Disability, by the Company for Cause or by the Executive other than for “Good Reason”, as defined below) the Executive shall be entitled to and will receive no later than the fifteenth (15^th) day following the date of termination a lump sum payment equal to three (3) times the Executive’s then current Base Salary. In addition, all benefits then applicable to the Executive shall be continued for a period of eighteen (18) months after the date of termination.

 

For purposes of the DP Agreement, “Good Reason” shall mean, without the Executive’s express written consent, any of the following:

 

(i)

the assignment to the Executive of any duties inconsistent with the status or authority of the Executive’s office, or the Executive’s removal from such position, or a substantial alteration in the nature or status of the Executive’s authorities or responsibilities from those in effect immediately prior to the Change in Control;

 

(ii)

a reduction by the Company of the Executive’s Base Salary as in effect on the date of the DP Agreement or as the same may have been increased from time to time, or a failure by the Company to increase the Executive’s Base Salary as provided for in the DP Agreement or at a rate commensurate with that of other key executives of the Company;

 

(iii)

the relocation of the office of the Company where the Executive is employed at the time of the Change in Control (the “CIC Location”) to a location more than fifty (50) miles away from the CIC Location, or the Company’s requiring the Executive to be based more than fifty (50) miles away from the CIC Location (except for requiring travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations prior to the Change in Control);

(iv)

the failure by the Company to continue to provide the Executive with benefits at least as favourable as those enjoyed by the Executive prior to the Change in Control, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure by the Company to provide the Executive with the number of entitled vacation days to which the Executive has earned on the basis of years of services with the Company; or

 

(v)

the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform the DP Agreement or, if the business of the Company for which the Executive’s services are principally performed is sold or transferred, the purchaser or transferee of such business shall fail to agree to provide the Executive with the same or a comparable position, duties, remuneration and benefits for the Executive as provided immediately prior to the Change in Control.

 

Following a Change in Control during the Term, or an Extended Term, the Executive shall be entitled to terminate the Executive’s employment for Good Reason.

 

In the event the Executive is entitled to a severance payment under the DP Agreement, then in addition to such severance payment, the Executive shall be entitled to employment search assistance to secure other comparable employment for the Executive for a period not to exceed one (1) year or until such comparable employment is found, whichever is the sooner, with fees for such assistance to be paid by the Company.

 

The Executive’s right to receive the aforementioned payment and benefits is expressly contingent upon the signing of a waiver and release satisfactory to the Company which releases the Company and its affiliates from all claims and liabilities arising out of the Executive’s employment and termination thereof and including confidentiality provisions, which waiver and release is satisfactory to the Company with respect to form, substance and timeliness.

 

(2)	President & CEO

(2)President & CEO

 

The Executive Employment Contract dated January 29, 2013, as amended by Amending Agreement dated April 1, 2016 and Second Amending Agreement made January 1, 2019 (the “MP Agreement”) between the Company and Morgan Poliquin (the “Executive” under the MP Agreement) will terminate or may be terminated for any one of the following reasons:

 

(a)

voluntarily by the Executive, upon at least three (3) months prior written notice of termination by the Executive to the Company; or

(b)

without Cause, upon at least three (3) months prior written notice of termination by the Company to the Executive; or

(c)

by the Company for Cause; or

(d)

upon the death or disability of the Executive; or

(e)

upon retirement by the Executive.

 

Termination by the Executive Voluntarily or by the Company for Cause

 

If the Executive shall voluntarily terminate employment under the MP Agreement or if the employment of the Executive is terminated by the Company for Cause, then all compensation and benefits as theretofore provided shall terminate immediately upon the effective date of termination and no special severance compensation will be paid.

 

Cause to terminate the Executive’s employment shall mean:

 

(a)

the repeated and demonstrated failure by the Executive to perform the Executive’s material duties under the MP Agreement, after demand for substantial performance is delivered by the Company to the Executive that specifically identifies the manner in which the Company believes the Executive has not substantially performed the Executive’s duties under the MP Agreement; oror(

(b)

the willful engagement by the Executive in misconduct which is materially injurious to the Company, monetarily or otherwise; or

(c)

any other willful violation by the Executive of the provisions of the MP Agreement; or

(d)

the Executive is convicted of a criminal offence involving fraud or dishonesty.

Termination by the Company Without Cause

 

If the Company shall terminate the Executive’s employment under the MP Agreement for any reason except for Cause then, upon the effective date of termination, the Company shall pay the Executive in one lump sum an amount equal to two (2) times the Executive’s then current Base Salary, less all statutory withholdings and deductions. All the benefits theretofore provided to the Executive shall be continued as if the Executive was still an employee of the Company for a period of twelve (12) months from the date of termination or until equal or better benefits are provided by a new employer, whichever shall first occur.

 

Termination by Death or Disability

 

If the Executive dies or becomes disabled before the Executive’s employment is otherwise terminated, the Company shall pay the Executive or the Executive’s estate, an amount of compensation equal to six (6) months of the Executive’s then current Base Salary and all the benefits theretofore provided to the Executive shall be continued, for a period of six (6) months from the date of Death or Disability as if the Executive were still an employee of the Company. If such termination is due to the Executive’s Death, payment shall be made in one lump sum to the Executive’s Designate within sixty (60) days of the Executive’s death. If no Executive’s Designate survives the Executive, the entire amount shall be paid to the Executive’s estate. If such termination is due to the Executive’s Disability, payment shall be made in one lump sum to the Executive within sixty (60) days of the Executive’s Disability. The compensation provided under this paragraph shall be in addition to that payable from any insurance coverage providing compensation upon Death or Disability.

 

Termination Following Change in Control

 

For purposes of the MP Agreement, a Change in Control shall be deemed to have occurred if:

 

(i)

any person or any person and such person’s associates or affiliates, as such terms are defined in the Securities Act (British Columbia) (the “Act”), makes a tender, take-over or exchange offer, circulates a proxy to shareholders or takes other steps to effect a takeover of the control of the Company, whether by way of a reverse take-over, formal bid, causing the election or appointment of a majority of directors of the Company or otherwise in any manner whatsoever; or

 

(ii)

during any period of eighteen (18) consecutive months (not including any period prior to the Effective Date), individuals who at the beginning of such period constituted the Board of Directors and any new directors, whose appointment by the Board of Directors or nomination for election by the Company’s shareholders was approved by a vote of at least three quarters (3/4) of the Board of Directors then still in office who either were directors at the beginning of the period or whose appointment or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors; or

 

(iii)

the acquisition by any person or by any person and such person’s affiliates or associates, as such terms are defined in the Act, and whether directly or indirectly, of common shares of the Company at the time held by such person and such person’s affiliates and associates, totals for the first time, twenty percent (20%) or more of the outstanding common shares of the Company; or

 

(iv)

the business or businesses of the Company for which the Executive’s services are principally performed, are disposed of by the Company pursuant to a partial or complete liquidation, dissolution, consolidation or merger of the Company, or a sale or transfer of all or a significant portion of the Company’s assets.

 

Notwithstanding any other provisions in the MP Agreement regarding termination, if any of the events described above constituting a Change in Control shall have occurred during the Term or an Extended Term, upon the termination of the Executive’s employment (unless such termination is because of the Executive’s Death or Disability, by the Company for Cause or by the Executive other than for “Good Reason”, as defined below) the Executive shall be entitled to and will receive no later than the fifteenth (15^th) day following the date of termination a lump sum severance payment equal to three (3) times the Executive’s then current Base Salary. In addition, all benefits then applicable to the Executive shall be continued for a period of eighteen (18) months after the date of termination.

For purposes of the MP Agreement, “Good Reason” shall mean, without the Executive’s express written consent, any of the following:

 

(i)

the assignment to the Executive of any duties inconsistent with the status or authority of the Executive’s office, or the Executive’s removal from such position, or a substantial alteration in the nature or status of the Executive’s authorities or responsibilities from those in effect immediately prior to the Change in Control;

 

(ii)

a reduction by the Company in the Executive’s Base Salary as in effect on the date of the MP Agreement or as the same may have been increased from time to time, or a failure by the Company to increase the Executive’s Base Salary as provided for in the MP Agreement or at a rate commensurate with that of other key executives of the Company;

 

(iii)

the relocation of the office of the Company where the Executive is employed at the time of the Change in Control (the “CIC Location”) to a location more than fifty (50) miles away from the CIC Location, or the Company’s requiring the Executive to be based more than fifty (50) miles away from the CIC Location (except for requiring travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations prior to the Change in Control);

 

(iv)

the failure by the Company to continue to provide the Executive with benefits at least as favourable as those enjoyed by the Executive prior to the Change in Control, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure by the Company to provide the Executive with the number of entitled vacation days to which the Executive has earned on the basis of years of service with the Company; or

 

(v)

the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform the MP Agreement or, if the business of the Company for which the Executive’s services are principally performed is sold or transferred, the purchaser or transferee of such business shall fail to agree to provide the Executive with the same or a comparable position, duties, salary and benefits as provided to the Executive by the Company immediately prior to the Change in Control.

 

Following a Change in Control during the Term, or an Extended Term, the Executive shall be entitled to terminate the Executive’s employment for Good Reason.

 

In the event the Executive is entitled to a severance payment under the MP Agreement, then in addition to such severance payment, the Executive shall be entitled to employment search assistance to secure other comparable employment for a period not to exceed one (1) year or until such comparable employment is found, whichever is the sooner, with fees for such assistance to be paid by the Company.

 

The Executive’s right to receive the aforementioned payment and benefits is expressly contingent upon the signing of a waiver and release satisfactory to the Company which releases the Company and its affiliates from all claims and liabilities arising out of the Executive’s employment and termination thereof and including confidentiality provisions, which waiver and release is satisfactory to the Company with respect to form, substance and timeliness.

 

(3)       CFO

 

The Employment Agreement dated May 24, 2011 as amended April 1, 2016 (the “KT Agreement”) between the Company and Korm Trieu (the “Employee” under the KT Agreement) may be terminated for any one of the following reasons:

 

(a)

voluntarily by the Employee, upon at least sixty (60) days prior written notice of termination by the Employee to the Company; or

(b)

by the Company for cause; or

(c)

without cause, upon payment of twelve (12) months of the Employee’s then current Base Salary to the Employee; or

(d)

upon the physical and/or mental impairment of the Employee.

Termination by the Employee Voluntarily or by the Company for Cause

 

If the Employee shall voluntarily terminate employment under the KT Agreement or if the employment of the Employee is terminated by the Company for cause, then all compensation and benefits as theretofore provided shall terminate immediately upon the effective date of termination and no special severance compensation will be paid.

 

Cause to terminate the Employee’s employment shall mean:

 

(a)

the repeated and demonstrated failure by the Executive to perform the Employee’s material duties under the KT Agreement, after demand for substantial performance is delivered by the Company to the Employee that specifically identifies the manner in which the Company believes the Employee has not substantially performed the Employee’s duties under the KT Agreement; or

(b)

the willful engagement by the Employee in misconduct which is materially injurious to the Company, monetarily or otherwise; or

(c)

any other willful violation by the Employee of the provisions of the KT Agreement; or

(d)

the Employee is convicted of a criminal offence involving fraud or dishonesty.

 

Termination by the Company Without Cause

 

If the Company elects to terminate the Employee’s employment for reasons other than cause, the Company shall pay the Employee, in one lump sum or in installments at the Company’s discretion, a severance payment equal to twelve (12) months of the Employee’s then current Based Salary.

 

Termination upon the physical and/or mental impairment of the Employee

 

If the Company terminates the Employee’s employment for physical and/or mental impairment, the Company’s financial obligation to the Employee is limited to that which the Employee would otherwise receive if the Company terminated the Employee’s employment for no reason.

 

Termination Following Change in Control

 

For purposes of the KT Agreement, a change in control shall be deemed to have occurred if:

 

(i)

any person or any person and such person’s associates or affiliates, as such terms are defined in the Securities Act (British Columbia) (the “Act”), makes a tender, take-over or exchange offer, circulates a proxy to shareholders or takes other steps to effect a takeover of the control of the Company, whether by way of a reverse take-over, formal bid, causing the election or appointment of a majority of directors of the Company or otherwise in any manner whatsoever; or

 

(ii)

during any period of eighteen (18) consecutive months (not including any period prior to the Effective Date), individuals who at the beginning of such period constituted the Board of Directors and any new directors, whose appointment by the Board of Directors or nomination for election by the Company’s shareholders was approved by a vote of at least three quarters (3/4) of the Board of Directors then still in office who either were directors at the beginning of the period or whose appointment or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors; or

(iii)

the acquisition by any person or by any person and such person’s affiliates or associates, as such terms are defined in the Act, and whether directly or indirectly, of common shares of the Company at the time held by such person and such person’s affiliates and associates, totals for the first time, twenty percent (20%) or more of the outstanding common shares of the Company; or

(iv)

the business or businesses of the Company for which the Employee’s services are principally performed, are disposed of by the Company pursuant to a partial or complete liquidation, dissolution, consolidation or merger of the Company, or a sale or transfer of all or a significant portion of the Company’s assets.

 

Notwithstanding any other provisions in the KT Agreement regarding termination, if any of the events described above constituting a Change in Control shall have occurred during the course of the KT Agreement, upon the termination of the Employee’s employment (unless such termination is because of the Employee’s Death or Disability, by the Company for cause or by the Employee other than for “Good Reason”, as defined below) the Employee shall be entitled to and will receive no later than the fifteenth (15^th) day following the date of termination a lump sum severance payment equal to two (2) times the Employee’s then current Base Salary.

 

For purposes of the KT Agreement, “Good Reason” shall mean, without the Employee’s express written consent, any of the following:

 

(i)

the assignment to the Employee of any duties inconsistent with the status or authority of the Employee’s office, or the Employee’s removal from such position, or a substantial alteration in the nature or status of the Employee’s authorities or responsibilities from those in effect immediately prior to the Change in Control;

 

(ii)

a reduction by the Company in the Employee’s Base Salary as in effect on the date of the KT Agreement or as the same may have been increased from time to time, or a failure by the Company to increase the Employee’s Base Salary as provided for in the KT Agreement or at a rate commensurate with that of other key employees of the Company;

 

(iii)

the relocation of the office of the Company where the Employee is employed at the time of the Change in Control (the “CIC Location”) to a location more than fifty (50) miles away from the CIC Location, or the Company’s requiring the Employee to be based more than fifty (50) miles away from the CIC Location (except for requiring travel on the Company’s business to an extent substantially consistent with the Employee’s business travel obligations prior to the Change in Control);

 

(iv)

the failure by the Company to continue to provide the Employee with benefits at least as favourable as those enjoyed by the Employee prior to the Change in Control, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by the Employee at the time of the Change in Control, or the failure by the Company to provide the Employee with the number of entitled vacation days to which the Employee has earned on the basis of years of service with the Company; or

 

(v)

the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform the KT Agreement or, if the business of the Company for which the Employee’s services are principally performed is sold or transferred, the purchaser or transferee of such business shall fail to agree to provide the Employee with the same or a comparable position, duties, salary and benefits as provided to the Employee by the Company immediately prior to the Change in Control.

 

Following a Change in Control during the course of the KT Agreement, the Employee shall be entitled to terminate the Employee’s employment for Good Reason.

 

The Employee’s right to receive the aforementioned payment and benefits is expressly contingent upon the signing of a waiver and release satisfactory to the Company which releases the Company and its affiliates from all claims and liabilities arising out of the Employee’s employment and termination thereof and including confidentiality provisions, which waiver and release is satisfactory to the Company with respect to form, substance and timeliness.

(4)       Vice President, Corporate Development

(4)	Vice President, Corporate Development

 

The Employment Agreement dated September 22, 2014 as amended April 1, 2016 (the “DM Agreement”) between the Company and Douglas McDonald (the “Employee” under the DM Agreement) may be terminated for any one of the following reasons:

 

(a)

voluntarily by the Employee, upon at least sixty (60) days prior written notice of termination by the Employee to the Company; or

(b)

by the Company for cause; or

(c)

without cause, upon payment of twelve (12) months of the Employee’s then current Base Salary to the Employee; or

(d)

upon the physical and/or mental impairment of the Employee.

 

Termination by the Employee Voluntarily or by the Company for Cause

 

If the Employee shall voluntarily terminate employment under the DM Agreement or if the employment of the Employee is terminated by the Company for cause, then all compensation and benefits as theretofore provided shall terminate immediately upon the effective date of termination and no special severance compensation will be paid.

 

Cause to terminate the Employee’s employment shall mean:

 

(a)

the repeated and demonstrated failure by the Employee to perform the Employee’s material duties under the DM Agreement, after demand for substantial performance is delivered by the Company to the Employee that specifically identifies the manner in which the Company believes the Employee has not substantially performed the Employee’s duties under the DM Agreement; or

(b)

the willful engagement by the Employee in misconduct which is materially injurious to the Company, monetarily or otherwise; or

(c)

any other willful violation by the Employee of the provisions of the DM Agreement; or

(d)

the Employee is convicted of a criminal offence involving fraud or dishonesty.

Termination by the Company Without Cause

 

If the Company elects to terminate the Employee’s employment for reasons other than cause, the Company shall pay the Employee, in one lump sum or in installments at the Company’s discretion, a severance payment equal to twelve (12) months of the Employee’s then current Base Salary.

 

Termination upon the physical and/or mental impairment of the Employee

 

If the Company terminates the Employee’s employment for physical and/or mental impairment, the Company’s financial obligation to the Employee is limited to that which the Employee would otherwise receive if the Company terminated the Employee’s employment for no reason.

 

Termination Following Change in Control

 

For purposes of the DM`DM Agreement, a change in control shall be deemed to have occurred if:

 

(i)

any person or any person and such person’s associates or affiliates, as such terms are defined in the Securities Act (British Columbia) (the “Act”), makes a tender, take-over or exchange offer, circulates a proxy to shareholders or takes other steps to effect a takeover of the control of the Company, whether by way of a reverse take-over, formal bid, causing the election or appointment of a majority of directors of the Company or otherwise in any manner whatsoever; or

 

(ii)

during any period of eighteen (18) consecutive months (not including any period prior to the Effective Date), individuals who at the beginning of such period constituted the Board of Directors and any new directors, whose appointment by the Board of Directors or nomination for election by the Company’s shareholders was approved by a vote of at least three quarters (3/4) of the Board of Directors then still in office who either were directors at the beginning of the period or whose appointment or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors; or

	(iii)	the acquisition by any person or by any person and such person’s affiliates or associates, as such terms are defined in the Act, and whether directly or indirectly, of common shares of the Company at the time held by such person and such person’s affiliates and associates, totals for the first time, twenty percent (20%) or more of the outstanding common shares of the Company; or

(iv)

the business or businesses of the Company for which the Employee’s services are principally performed, are disposed of by the Company pursuant to a partial or complete liquidation, dissolution, consolidation or merger of the Company, or a sale or transfer of all or a significant portion of the Company’s assets.

 

Notwithstanding any other provisions in the DM Agreement regarding termination, if any of the events described above constituting a Change in Control shall have occurred during the course of the DM Agreement, upon the termination of the Employee’s employment (unless such termination is because of the Employee’s Death or Disability, by the Company for cause or by the Employee other than for “Good Reason”, as defined below) the Employee shall be entitled to and will receive no later than the fifteenth (15^th) day following the date of termination a lump sum severance payment equal to two (2) times the Employee’s then current Base Salary.

 

For purposes of the DM Agreement, “Good Reason” shall mean, without the Employee’s express written consent, any of the following:

 

(i)

the assignment to the Employee of any duties inconsistent with the status or authority of the Employee’s office, or the Employee’s removal from such position, or a substantial alteration in the nature or status of the Employee’s authorities or responsibilities from those in effect immediately prior to the Change in Control;

 

(ii)

a reduction by the Company in the Employee’s Base Salary as in effect on the date of the DM Agreement or as the same may have been increased from time to time, or a failure by the Company to increase the Employee’s Base Salary as provided for in the DM Agreement or at a rate commensurate with that of other key employees of the Company;

 

(iii)

the relocation of the office of the Company where the Employee is employed at the time of the Change in Control (the “CIC Location”) to a location more than fifty (50) miles away from the CIC Location, or the Company’s requiring the Employee to be based more than fifty (50) miles away from the CIC Location (except for requiring travel on the Company’s business to an extent substantially consistent with the Employee’s business travel obligations prior to the Change in Control);

 

(iv)

the failure by the Company to continue to provide the Employee with benefits at least as favourable as those enjoyed by the Employee prior to the Change in Control, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by the Employee at the time of the Change in Control, or the failure by the Company to provide the Employee with the number of entitled vacation days to which the Employee has earned on the basis of years of service with the Company; or

 

(v)

the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform the DM Agreement or, if the business of the Company for which the Employee’s services are principally performed is sold or transferred, the purchaser or transferee of such business shall fail to agree to provide the Employee with the same or a comparable position, duties, salary and benefits as provided to the Employee by the Company immediately prior to the Change in Control.

 

Following a Change in Control during the course of the DM Agreement, the Employee shall be entitled to terminate the Employee’s employment for Good Reason.

The Employee’s right to receive the aforementioned payment and benefits is expressly contingent upon the signing of a waiver and release satisfactory to the Company which releases the Company and its affiliates from all claims and liabilities arising out of the Employee’s employment and termination thereof and including confidentiality provisions, which waiver and release is satisfactory to the Company with respect to form, substance and timeliness.

 

(5)	Vice President, Operations & Projects

The Independent Contractor Agreement dated January 15, 2018 (the “LM Agreement”) between the Company and Laurence Morris (the “Contractor” under the LM Agreement) may be terminated for any one of the following reasons:

a.

by Contractor, at any time, without cause or reason, upon 90 days written notice to the Company;

b.

by the Company, for cause, at any time in the event of a failure by Contractor to comply with any of the provisions of the LM Agreement, including, without limitation, a persistent failure on the part of Contractor to follow the directions of the Board or CEO or any act of gross negligence or wilful misconduct on the part of Contractor, where the Company has communicated such failure to Contractor and a reasonable opportunity to cure the failure has been provided, or by the Company immediately upon the death or incapacity of Contractor or upon Contractor no longer being qualified, under applicable corporate or securities laws or stock exchange requirements, to be the Vice-President Operations & Projects of the Company;

c.

by Contractor, for cause, at any time in the event of a failure by the Company to comply with any of the provisions of the LM Agreement, where such failure has been communicated to the Company and a reasonable opportunity to cure the failure has been provided; or

d.

by the Company, at any time, without cause or reason, upon 90 days written notice to Contractor;

and upon any such termination, the Board shall be at liberty to remove Contractor from any office held by Contractor in the Company or any of its subsidiaries and to make or cause to be made whatever regulatory or stock exchange filings are required in the circumstances.

Termination Following Change in Control

A Change of Control means the occurrence of any of the following events:

a.

any Person acquiring fifty percent (50%) or more of the issued and outstanding shares of the Company; or

b.

any Person acquiring all or substantially all of the assets of the Company, provided that for the purposes of the applicable section and the LM Agreement, "Person" means a third party that is operating at arm's length from Contractor. For greater certainty, "Person" shall not include any person, partnership, corporation or other entity with which Contractor is involved directly or indirectly as principal, agent, shareholder of more than 2% of such entity’s voting securities, officer, employee or in any other manner whatsoever.

If a Change of Control occurs and (i) thereafter the Company terminates Contractor’s engagement under the LM Agreement otherwise than for cause or (ii) Contractor elects to terminate his engagement under the LM Agreement by notifying the Company of such election in writing within ten (10) calendar days after the occurrence of a Change of Control, Contractor’s engagement shall immediately terminate and the Company shall provide Contractor with a payment equivalent to two (2x) times the Contractor’s Annual Fee, payable, at the Company’s discretion, either in one lump sum within five (5) business days from the effective date of termination of Contractor’s engagement hereunder or in two or more equal instalments over the three (3) months period commencing on the effective date of termination of Contractor’s engagement under the LM Agreement, with the first such instalment payable within five (5) business days from the effective date of termination of Contractor’s engagement under the LM Agreement, and upon Contractor’s receipt of such lump sum payment or the last instalment payment, the LM Agreement shall terminate.

Stock options

Incentive stock options to purchase securities from the Company are granted to directors, executive officers, employees and consultants of the Company on terms and conditions acceptable to the regulatory authorities in Canada, notably the Toronto Stock Exchange, and in accordance with the requirements of the applicable Canadian securities commissions’ requirements and regulations.

The Company has a formal written stock option plan (“Plan”) which permits the issuance of up to 10% of the Company’s issued share capital from time to time during the term of the Plan and provides that stock options may be granted from time to time provided that incentive stock options in favor of any consultant or person providing investor relations services cannot exceed 2% in any 12 month period. No incentive stock option granted under the Plan is transferable by the optionee other than by will or the laws of descent and distribution, and each incentive stock option is exercisable during the lifetime of the optionee only by such optionee and by the optionee’s personal representatives in the event of death for a period ending on the earlier of the expiry date of the option and twelve months after the date of death.

 

The exercise price of all incentive stock options granted under the Plan is determined in accordance with Toronto Stock Exchange guidelines and cannot be less than the Market Price on the date of the grant. Market Price is the volume weighted average trading price of the Company’s shares on the Toronto Stock Exchange for the five trading days immediately preceding the date of the grant. The maximum term of each incentive stock option is five years. Options granted to consultants or persons providing Investor Relations Activities (as defined in the Plan) shall vest in stages with no more than ¼ of such options being exercisable in any three month period. All options granted during Fiscal 2018, Fiscal 2017 and Fiscal 2016 and Fiscal 2015 vested on the date granted. Under the requirements of the Toronto Stock Exchange, all unallocated options under the Plan must be approved by the Board of Directors, including a majority of the unrelated directors and by the shareholders every three years after the institution of the Plan. Insiders and affiliates of insiders entitled to receive a benefit under the Plan are not entitled to vote for such approval.

 

The names and titles of the directors and executive officers of the Company to whom outstanding stock options have been granted and the number of common shares subject to such options as of March 28, 201814, 2019 are set forth in Table No. 8, as well as the number of options granted to directors, executive officers, employees and contractorsconsultants as a group.

 

 

Table No. 8

Stock Options Outstanding

Name	Number of Options Outstanding	Exercise Price CDN$	Expiry Date
Duane Poliquin	500,000	$1.44	6/8/2018
Chairman of the Board & Director	50,000	1.85	9/15/2018
	100,000	0.72	12/11/2018
	100,000	1.99	5/4/2019
	300,000	1.34	7/2/2019
	165,000	1.40	9/19/2019
	150,000	1.25	9/30/2020
Morgan Poliquin	700,000	1.44	6/8/2018
President, Director &	300,000	0.72	12/11/2018
Chief Executive Officer	250,000	1.04	1/2/2019
	150,000	1.32	7/2/2019
	350,000	1.34	7/2/2019
	315,000	1.40	9/19/2019
	500,000	1.53	4/30/2020
	200,000	1.25	9/30/2020
Jack McCleary	100,000	1.44	6/8/2018
Director	68,000	1.91	8/9/2018
	50,000	1.85	9/15/2018
	207,000	1.35	3/17/2019
	25,000	1.99	5/4/2019
	100,000	1.25	9/30/2020
Gerald G. Carlson	50,000	1.44	6/8/2018
Director	50,000	1.85	9/15/2018
	72,000	0.72	12/11/2018
	50,000	1.04	1/2/2019
	25,000	1.99	5/4/2019
	50,000	1.34	7/2/2019
	115,000	1.40	9/19/2019
	100,000	1.25	9/30/2020
Mark T. Brown	50,000	1.44	6/8/2018
Director	18,000	1.91	8/9/2018
	25,000	1.04	1/2/2019
	25,000	1.99	5/4/2019
	117,000	1.34	7/2/2019
	115,000	1.40	9/19/2019
	100,000	1.14	4/30/2020
	100,000	1.25	9/30/2020
William J. Worrall	250,000	1.46	6/18/2018
Director	5,000	1.91	8/9/2018
	30,000	0.72	12/11/2018
	115,000	1.40	9/19/2019
	100,000	1.25	9/30/2020
David Strang	400,000	1.91	08/09//2018
Director	100,000	1.25	9/30/2020
Korm Trieu	75,000	1.74	4/4/2018
Chief Financial Officer	150,000	1.44	6/8/2018
	30,000	0.72	12/11/2018
	50,000	1.04	1/2/2019
	75,000	1.89	6/12/2019
	115,000	1.40	9/19/2019
	100,000	1.25	9/30/2020
Douglas McDonald	20,000	1.44	6/8/2018
Vice President, Corporate Development	30,000	0.72	12/11/2018
	150,000	1.68	12/11/2018
	75,000	1.84	5/19/2019
	100,000	1.40	9/19/2019
	100,000	1.25	9/30/2020
Total Directors/Officers (9 persons)	7,812,000
Total Employees/Consultants (14 persons)	1,478,000
Total Directors/Officers/Employees/Consultants	9,290,000

Name	Number of Options Outstanding	Exercise Price CDN$	Expiry Date
Duane Poliquin	100,000	$1.99	05/04/2019
Chairman of the Board & Director	300,000	1.34	07/02/2019
	165,000	1.40	09/19/2019
	500,000	0.98	06/08/2020
	150,000	1.25	09/30/2020
	50,000	0.79	09/30/2020
	100,000	0.86	12/13/2020
Morgan Poliquin	150,000	1.32	07/02/2019
President, Director &	350,000	1.34	07/02/2019
Chief Executive Officer	315,000	1.40	09/19/2019
	500,000	1.53	04/30/2020
	700,000	0.98	06/08/2020
	200,000	1.25	09/30/2020
	300,000	0.86	12/13/2020
	250,000	0.84	02/07/2021
Jack McCleary	207,000	1.35	03/17/2019
Director	25,000	1.99	05/04/2019
	100,000	0.98	06/08/2020
	68,000	0.83	09/30/2020
	100,000	1.25	09/30/2020
	50,000	0.79	09/30/2020
Gerald G. Carlson	25,000	1.99	05/04/2019
Director	50,000	1.34	07/02/2019
	115,000	1.40	09/19/2019
	50,000	0.98	06/08/2020
	100,000	1.25	09/30/2020
	50,000	0.79	09/30/2020
	72,000	0.86	12/13/2020
	50,000	0.84	02/07/2021
Mark T. Brown	25,000	1.99	05/04/2019
Director	117,000	1.34	07/02/2019
	115,000	1.40	09/19/2019
	100,000	1.14	04/30/2020
	50,000	0.98	06/08/2020
	100,000	1.25	09/30/2020
	18,000	0.83	09/30/2020
	25,000	0.84	02/07/2021
William J. Worrall	115,000	1.40	09/19/2019
Director	250,000	0.98	06/08/2020
	5,000	0.83	09/30/2020
	100,000	1.25	09/30/2020
	30,000	0.83	12/13/2020
Elaine Ellingham	400,000	1.08	03/29/2021
Director
Korm Trieu	75,000	1.89	06/12/2019
Chief Financial Officer	115,000	1.40	09/19/2019
	75,000	1.03	04/10/2020
	150,000	0.98	06/08/2020
	100,000	1.25	09/30/2020
	30,000	0.86	12/13/2020
	50,000	0.84	02/07/2021
Douglas McDonald	75,000	1.84	05/19/2019
Vice President, Corporate Development	100,000	1.40	09/19/2019
	20,000	0.98	06/08/2020
	100,000	1.25	09/30/2020
	180,000	0.86	12/13/2020
Laurence Morris	300,000	1.11	02/07/2021
Vice President, Operations & Projects
Total Directors/Officers (10 persons)	8,012,000
Total Employees/Consultants (16 persons)	1,845,000
Total Directors/Officers/Employees/Consultants	9,857,000

 

No funds were set aside or accrued by the Company during Fiscal 20172018 to provide pension, retirement or similar benefits for directors or executive officers.

 

General

 

The Toronto Stock Exchange (“TSX”) and the applicable Canadian securities law and regulation require that the Company comply with National Instrument 58-101 (Disclosure of Corporate Governance Practices) or any replacement of that instrument. The Company is also, under applicable Canadian securities law and regulation, required to comply with National Policy 58-201 (Corporate Governance Guidelines). National Instrument 58-101 and National Policy 58-201 (for convenience referred to in the aggregate as the “guidelines”) deal with matters such as the constitution and independence of corporate boards, their functions, the effectiveness and education of the board members and other matters. The Company’s statement as to compliance with the guidelines and its approach to corporate governance is set forth below.

 

Corporate Governance

 

The Company’s Board and management are committed to the highest standards of corporate governance. The Company’s corporate governance practices are in accordance with the guidelines. The Company is also cognizant of and compliant with various corporate governance requirements in Canada and is in compliance with applicable U.S. requirements.

 

The Company’s prime objective in directing and managing its business and affairs is to enhance shareholder value. The Company views effective corporate governance as a means of improving corporate performance and accordingly of benefit to the Company and all shareholders.

 

The Company also believes that director and management honesty and integrity are essential factors in ensuring good and effective corporate governance. To that end the Company’s directors have adopted various codes and policies for the Company, its directors, officers, employees and consultants. The codes and policies adopted to date are as follows: Audit Committee Charter, Nominating and Corporate Governance Committee-Responsibilities and Duties, Compensation Committee-Responsibilities and Duties, Code of Business Ethics, Code of Business Conduct and Ethics for Directors, Communications Policy, Securities Trading Policy, Whistleblowers Policy and Privacy Policy (the “Codes”). The Codes may be viewed on the Company’s website at www.almadenminerals.com. The Codes may also be viewed as filed on EDGAR as an exhibit to the 2005 20-F Annual Report filed with the Commission on March 30, 2006. Any amendments to the Codes or waivers of the provision of any Codes will be posted on the Company’s website within 5 business days of such amendment or waiver.

 

Executive Officer Position Descriptions

 

Chairman of the Board (‘Chairman’)

 

Responsibilities:

 

-

Leads the Board of Directors of the Company and also takes a hands-on role in the Company’s day-to-day management.

-

Helps the CEO to oversee all the operational aspects involved in running the Company, including project selection and planning.

-

Takes overall responsibility for the Company’s direction and growth, seeking to generate significant financial gains for the shareholders.

-

Oversees relationships with the communities and stakeholders in the areas where the Company operates, with the intent of ensuring the Company’s activities are of benefit to all.

(d)

Financial Reporting

Oversees the quality and timeliness of financial reporting. Reports to the Board in conjunction with the CFO on the fairness and adequacy of the financial reporting of the Company to its shareholders.

 

Chief Financial Officer (‘CFO’)

 

Reports to:

The CEO of the Company

 

Responsibilities:

-

Developing, analyzing and reviewing financial data.

-

Reporting on financial performance.

-

Monitoring expenditures and costs.

-

Assisting the CEO in preparing budgets and in the communicating to the analyst and shareholder, community and securities regulators, the financial performance of the Company.

-

Fulfilling the reporting requirements of the securities regulators, stock exchanges and shareholders.

-

Monitoring filing of tax returns and payment of taxes.

 

The CFO shall assist the CEO in establishing effective means of control and co-ordination of the operations and activities of the Company and identifying, in conjunction with the CEO, the key risks with respect to the Company and its business and reviewing with the CEO the strategies for managing such risks and ensuring that the assets of the Company are adequately safeguarded and maintained.

 

The CFO, in conjunction with the CEO, shall design or supervise the design of and implement, maintain and periodically evaluate the effectiveness of internal controls to provide reasonable assurances that the financial statements of the Company are fairly presented in accordance with generally accepted financial standards and principles and that disclosure controls are in place to provide reasonable assurance that material information relating to the financial performance of the Company and any deficiencies are made known to the Audit Committee.

 

Vice President, Corporate Development

 

Reports to:

The CEO of the Company

 

Responsibilities:

The Vice President, Corporate Development is responsible for:

-

Developing and managing relationships with current and prospective business partners, investment bankers, financial analysts and the media;

-

Preparing and presenting comprehensive reviews and analysis of business opportunities to senior management and to the Board;

-

Managing and developing relationships with new and existing institutional investors;

-

Assisting the CEO in preparing and presenting to investors, the executive team and the Board;

-

Conducting technical and financial analysis to determine the impact of growth opportunities on various metrics and to establish an execution plan as needed.

 

The Vice President, Corporate Development shall assist the CEO in establishing and managing relationships with key stakeholders, identifying and analysing new growth and investment opportunities, as well as the development, communication and implementation of corporate strategies related to executing the business plans of the Company.

 

The Vice President, Corporate Development in conjunction with the CEO shall represent the Company at industry functions to investors, both potential and existing, as well as ensure the Company is protected through due diligence activities and provide reasonable assurance as to impact of emerging business opportunities for the Company and interested parties through the use of technical and financial analyses.

Vice President, Operations & Projects

 

Reports to:

The Vice President, Operations & Projects shall assist the CEO in establishing and managing relationships with key stakeholders. The Vice President, Operations & Projects shall also conducts technical and financial analysis to determine the impact of growth opportunities on various metrics and to establish an execution plan as needed.

 

Mandate of the Board

The mandate of the Board is to supervise the management of the business and affairs of the Company and to act with a view to the best interests of the Company. In fulfilling its mandate, the Board, among other matters, is responsible for:

 

(a)

adopting a strategic planning process and approving, on at least an annual basis, a strategic plan, taking into account the risk and opportunities of the Company’s business;

(b)

identifying the principal risks of the Company’s business and implementing appropriate systems to manage such risks;

(c)

satisfying itself, to the extent reasonably feasible, of the integrity of the CEO and other executive officers (if any) and ensuring that all such officers create a culture of integrity throughout the Company and developing programs of succession planning (including appointing, training and monitoring senior management);

(d)

creating the Company’s internal control and management information systems and creating appropriate policies for matters including communications, securities trading, privacy, audit, whistleblowing and codes of ethical conduct;

(e)

managing its affairs including selecting its Chair, nomination of candidates for election to the Board, constituting committees of the Board and determining director compensation; and

(f)

engaging any necessary internal and/or external advisors.

 

In the Fiscal year ended December 31, 20172018 there were seven (7)five (5) meetings of the Board. The frequency of meetings as well as the nature of agenda items change, depending upon the state of the Company’s affairs and in light of opportunities or risks which the Company is subject to. Table No. 9 indicates the number of meetings attended by each director.

Table No. 9

Meetings Attended

 

Director	Number
Duane Poliquin	75
Morgan Poliquin	75
Jack McCleary	65
Gerald G. Carlson	5
Mark T. Brown	75
William J. Worrall	65
David Strang(1)	1
Elaine Ellingham	5

⁽¹⁾ David Strang resigned as a Director on June 27, 2018

 

The Chairman is the chair of meetings of the Board of directors and is not an independent director. Meetings of the independent members of the Board may be held periodically as convened by the independent Board members. In Fiscal 2017, seven (7)2018, five (5) meetings of the independent Board members were convened.

 

In carrying out its mandate, the Board and each committee of the Board, relies primarily on management and its employees to provide it with regular detailed reports on the operations of the Company and its financial position. Certain members of management are also on the Board and provide the Board with direct access to information concerning their areas of responsibility. Management personnel are also regularly asked to attend Board meetings to provide information, answer questions and receive the direction of the Board. The reports and information provided to the Board enable them to monitor and manage the risks associated with the Company’s operations and its compliance with legal and safety requirements, environmental issues and the financial position and liquidity of the Company.

 

The Board discharges its responsibilities directly and through committees. At regularly scheduled meetings, members of the Board and management discuss the broad range of matters and issues relevant to the Company’s business interests and the Board is responsible for the approval of the Company’s Strategic Plan. In addition, the Board receives reports from management on the Company’s operational and financial performance. Between scheduled meetings, matters requiring Board authorization is effected by means of signed Consent Resolutions.

 

Board Assessment

The Nomination and Corporate Governance Committee reports to the Board periodically on the evaluation of the Board’s performance and that of the individual directors. The Performance of the Chief Executive Officer is evaluated by the Compensation Committee.

 

Composition of the Board

The guidelines recommend that a board of directors be constituted with a majority of individuals who qualify as independent directors.

 

In deciding whether a particular director is independent, the Board examined the factual circumstances of each director and considered them in the context of many factors, including the definitions in the guidelines and the requirements and policies of NYSE MKTAmerican Company Guide Rules. The current Board is composed of eightseven members. The Board has determined that a majority of directors, namely 65 directors, are independent - Jack McCleary, David Strang, Gerald Carlson, William J. Worrall, Elaine Ellingham and Mark T. Brown. Two directors – Duane Poliquin and Morgan Poliquin – are not independent because, in addition to their being the Chairman and Chief Executive Officer/President of the Company, respectively, they each have Executive Employment Contracts with the Company and, therefore, they each have a material relationship with the Company. The basis for determination of independence is under Canadian securities instrument NI 52-110 and NYSE MKTAmerican Exchange Company Guide Rules.

 

The Company does not have a controlling or significant shareholder. The Board believes that the membership of the Board fairly reflects the investment in the Company by minority shareholders.

The Board considers its size and composition to be appropriate and effective for carrying out its responsibilities. However, the Board may consider adding an additional director if a suitable candidate can be found who may bring additional experience or knowledge to the Board.

Board Committees

The Board currently has three committees the Audit Committee, the Nomination and Corporate Governance Committee and the Compensation Committee. Each member of each committee is an independent director. Each committee is responsible for determining its own rules of procedure and may, from time to time, develop written descriptions for the responsibilities of the chair of such committee. No written position descriptions have yet been developed.

 

Mandates of each of the committees and the Codes undergo review periodically (in some cases mandated as annually) to bring them into line with changing Canadian and U.S. securities and corporate governance requirements and to reflect amendments that may be considered appropriate to make them more effective. Any revisions to the mandates and Codes will be available on the Company’s website at www.almadenminerals.com.

 

Audit Committee

The members of the Audit Committee are Messrs. William Worrall, Gerald Carlson and Mark T. Brown. The Audit Committee met four (4) times during Fiscal 2017.2018. The full text of the initial Audit Committee Charter is an exhibit to the 2003 20-F Annual Report filed with the Commission on May 11, 2004. After review, the charter was altered to more properly define the functions of the Audit Committee. The revised charter is an exhibit to the 2005 20-F Annual Report filed with the Commission on March 30, 2006.

 

Nominating and Corporate Governance Committee

The members of the Nominating and Corporate Governance Committee are Jack McCleary, William Worrall and Gerald Carlson. The Nominating and Corporate Governance Committee met two (2)five (5) time during Fiscal 2017.2018. The full text of the initial Corporate Governance Charter is an exhibit to the 2003 20-F Annual Report filed with the Commission on May 11, 2004. After review, the Responsibilities and Duties of the Nominating and Corporate Governance Committee were altered to more properly define the functions of the Nominating and Corporate Committee. The revised Responsibilities and Duties is an exhibit to the 2005 20-F Annual Report filed with the Commission on March 30, 2006.

 

Compensation Committee

The members of the Compensation Committee are Jack McCleary, William Worrall, Mark T. Brown and Gerald Carlson. The Compensation Committee met four (4)five (5) times during Fiscal 20172018 with Jack McCleary, Mark T. Brown, Gerald Carlson and William Worrall attending all four (4) meetings and Gerald Carlson attending three (3) of the four (4)five (5) meetings. The Responsibilities and Duties of the Compensation Committee is an exhibit to the 2005 20-F Annual Report filed with the Commission on March 30, 2006.

 

Orientation and Continuing Education

The Nomination and Corporate Governance Committee is responsible for recommending to the Board an orientation and education program for new directors.

 

Director Term Limits and other Mechanisms of Board Renewal

The Company has not adopted term limits or other mechanisms for Board renewal. The Company does not consider it is yet appropriate to force any term limits or other mechanisms of Board renewal at this time.

 

Policies Regarding the Representation of Women on the Board

There is currently one woman on the Company’s Board representing 12.5%14.3% of the Board. The Company plans to adopt a written policy with respect to the identification and nomination of women directors (the “Diversity Policy”). The Diversity Policy will require that the Board consider diversity on the Board from a number of aspects, including but not limited to gender, age, ethnicity and cultural diversity. In addition, when assessing and identifying potential new members to join the Board or the Company’s executive team, the Board will consider the current level of diversity on the Board and the executive team. As the Diversity Policy has not yet been adopted, the Company is not yet able to measure its effectiveness.

 

Consideration of the Representation of Women in the Director Identification and Selection Process

Pursuant to the Diversity Policy, the Board will consider and evaluate the representation of women on the Board when identifying and nominating candidates for election and re-election to the Board. The Company will focus its search for new directors purely based on the qualification of potential candidates, regardless of their gender.

 

Consideration Given to the Representation of Women in Executive Officer Appointments

Pursuant to the Diversity Policy, the Board will consider and evaluate the representation of women in the Company’s executive officer positions when identifying and nominating candidates for appointment as executive officers. The Company will focus its search for new executive officers purely based on the qualification of potential candidates, regardless of their gender.

 

The Company’s Targets Regarding the Representation of Women on the Board and in Executive Officer Positions

The Company has not established a target for the representation of women on the Board or in executive officer positions of the Company by a specific date. The Company does not think it is appropriate to set targets because the Company focuses its search for new directors and executive officers purely based on the qualification of potential candidates, regardless of their gender.

 

Number of Women on the Board and in Executive Officer Positions

As at the date of this Form 20-F Annual Report, one of the Company’s directors (representing 12.5%14.3% of the Company’s eightseven directors) and none of the Company’s executive officers are women.

 

Decisions Requiring Board Approval

In addition to those matters which must by law be approved by the Board, management is also required to seek Board approval for any major acquisition, disposition or expenditure. Management is also required to consult with the Board before entering into any venture which is outside of the Company’s existing line of business.

 

Changes in officers are to be approved by the Board including changes in officers of the Company’s principal operating subsidiaries.

 

In certain circumstances it may be appropriate for an individual director to engage an outside advisor at the expense of the Company. The engagement of the outside advisor would be subject to the approval of the Nomination and Corporate Governance Committee.

 

Communications and Investor Relations

The Company has adopted a Communications Policy, the purpose and aim of which is as follows:

 

(a)

Controls the communications between the Company and its external stakeholders;

(b)

Complies with its continuous and timely disclosure obligations;

(c)

Avoids selective disclosure of Company information;

(d)

Protects and prevents the improper use or disclosure of material information and confidential information;

(e)

Educates the Company’s personnel on the appropriate use and disclosure of material information and confidential information;

(f)

Fosters and facilitates compliance with applicable laws; and

(g)

Creates formal Disclosure Officers to help achieve the above objectives.

 

In accordance with the Communications Policy of the Company, designated Disclosure Officers receive and respond to shareholder enquiries. Shareholder enquiries and concerns are dealt with promptly by Disclosure Officers of the Company.

 

Ethical Business Conduct

The Company has adopted a Code of Business Conduct and Ethics for Directors (“Code”), a Code of Business Ethics (“COBE”), a Securities Trading Policy and a Privacy Policy. Employees and consultants are required as a term of employment or engagement to undertake to abide by the COBE. Directors are bound to observe the Code adopted by the Board.

All Directors, Officers and Employees (“Individuals”) sign a Certification (“Certification”) stating they have read the Code of Business Ethics policy (“Policy”) of the Company and have complied with such Policy in all respects. The Certification further acknowledges that all members of the Individual’s family, all other persons who live with the Individual and all holding companies and other related entities of the Individual and all such persons or companies acting on behalf of or at the request of any of the foregoing also complied with such Policy. The Certification also states that any violation of such Policy may constitute grounds for immediate suspension or dismissal.

 

Each director is expected and required by statute to act honestly and in good faith with a view to the best interests of the Company and to exercise the care, diligence and skill that a reasonably prudent individual would exercise in comparable circumstances and in accordance with the Business Corporations Act (British Columbia) and the Company’s Articles.

 

Employees

As of December 31, 2017,2018, the Company operated with nine people in Canada, of which six are administrative personnel and three are exploration personnel, some of which are retained on a contractual basis.personnel. There are no full timefull-time employees in the U.S. or Mexico. None of the Company’s employees are covered by a collective bargaining agreement.

 

Share Ownership

Table No. 10 lists, as of March 28, 2018,14, 2019, directors and executive officers who beneficially own the Company's voting securities and the amount of the Company’s voting securities owned by the directors and executive officers as a group.

 

Table No. 10

Shareholdings of Directors and Executive Officers

Title of Class	Name of Beneficial Owner	Amounts and Nature of Beneficial Ownership	Percent of Class*
Common	Duane Poliquin	4,033,146(1)(11)	3.57%
Common	Morgan Poliquin	4,502,422(2)(11)	3.93%
Common	Jack McCleary	837,711(3)	0.75%
Common	Gerald G. Carlson	603,306(4)	0.54%
Common	Mark T. Brown	575,000(5)	0.51%
Common	William J. Worrall	558,366(6)	0.50%
Common	Korm Trieu	647,144(7)	0.58%
Common	Doug McDonald	578,719(8)	0.52%
Common	Elaine Ellingham	437,500(9)	0.39%
Common	Laurence Morris	300,000(10)	0.27%
	Total Directors/Officers	13,073,314	11.54%

 

Title of		Amounts and Nature of	Percent of
Class	Name of Beneficial Owner	Beneficial Ownership	Class*
Common	Duane Poliquin	4,053,146(1)10)	3.91%
Common	Morgan Poliquin	4,467,964(2)(10)	4.26%
Common	Jack McCleary	897,711(3)	0.87%
Common	Gerald G. Carlson	594,700(4)	0.58%
Common	David Strang	500,000(5)	0.49%
Common	Mark T. Brown	595,000(6)	0.58%
Common	William J. Worrall	554,780(7)	0.54%
Common	Elaine Ellingham	-	-
Common	Korm Trieu	643,698(8)	0.63%
Common	Doug McDonald	575,273(9)	0.56%
Common	Total Directors/Officers	12,882,272	12.41%

(1)

Of these shares 1,365,000 represent currently exercisable stock options, 50,000 represent currently exercisable warrants.options.

(2)

Of these shares 2,765,000 represent currently exercisable stock options. 83,600 of these shares are held indirectly through Kohima Pacific Gold Corp., a company owned by Mr. Poliquin.

(3)

Of these shares 550,000 represent currently exercisable stock options. 38,500 of these shares are held indirectly by Connemara Resource Ventures Ltd., a company owned by Mr. McCleary.

(4)

Of these shares 512,000 represent currently exercisable stock options.

(5)

Of these shares 550,000 represent currently exercisable stock options.

(6)

Of these shares 500,000 represent currently exercisable stock options.

(6)

Of these shares 550,000 represent currently exercisable stock options. 20,000 of these shares are held indirectly by Pacific Opportunity Capital Ltd. (“POC”), a company controlled by Mr. Brown and his family.

(7)

Of these shares 500,000 represent currently exercisable stock options.

(8)

Of these shares 595,000 represent currently exercisable stock options. 7,500 of these shares are held indirectly by Mr. Trieu’s wife.

(9)(8)

Of these shares, 475,000 represent currently exercisable stock options. 7,500 of those shares are held indirectly by Shari Investments, an entity controlled by Mr. McDonald.

(9)

Of these shares 400,000 represent currently exercisable stock options, 12,500 represent currently exercisable warrants.

(10)

Of these shares 300,000 represent currently exercisable stock options.

(11)

Pursuant to a Voting Trust Agreement (Exhibit 3 to this 20-F Annual Report), Duane Poliquin and Morgan Poliquin (the “Trustees”) jointly hold voting power over 6,979,275any of the Company’s common shares otherwise legally and beneficially owned by Mr. Ernesto Echavarria, a resident of Mexico. On August 10, 2015, Mr. Echavarria, who is not an executive officer or director of the Company, made a filing with the System for Electronic Disclosure by Insiders (“SEDI”), Canada’s on-line, browser-based service for the filing and viewing of insider reports as well as over anyrequired by various provincial securities rules and regulations, disclosing that his ownership of Almaden common shares issued tohad fallen below the 10% threshold for such reporting. Based on such filing, Mr. Echavarria uponhold less than 10% of the exercise of hisCompany’s common shares. Mr. Echavarria also holds warrants to acquire an additional 126,100 of the Company’s commonsuch shares.

*Based on 102,199,625111,726,719 shares outstanding as of March 28, 201814, 2019 and stock options and warrants held by each beneficial owner.

Item 7. Major Shareholders and Related Party Transactions

Item 7.

Major Shareholders and Related Party Transactions

 

The Company is a publicly owned Canadian company, the shares of which are owned by residents of the U.S., residents of Canada and other foreign residents. To the extent known by the directors and executive officers of the Company, the Company is not directly or indirectly owned or controlled by another company. Table No. 11 lists, as of March 28, 2018,14, 2019, the only persons or companies beneficially owning more than 5% of the Company’s voting securities.

Table No. 11

Shareholdings of Beneficial Owners

Title of		Amounts and Nature of	Percent of
Class	Name of Beneficial Owner	Beneficial Ownership	Class*
Common	Duane Poliquin	4,053,1464,033,146(1)(3)	3.91%3.57%
Common	Morgan Poliquin	4,467,9644,502,422(2)(3)	4.26%3.93%

(1)

Of these shares 1,365,000 represent currently exercisable stock options, 50,000 represent currently exercisable warrants.options.

(2)

Of these shares 2,765,000 represent currently exercisable stock options. 83,600 of these shares are held indirectly through Kohima Pacific Gold Corp., a company owned by Mr. Poliquin.

(3)

Pursuant to a Voting Trust Agreement (Exhibit 3 to this 20-F Annual Report), Duane Poliquin and Morgan Poliquin (the “Trustees”) jointly hold voting power over 6,979,275any of the Company’s common shares otherwise legally and beneficially owned by Mr. Ernesto Echavarria, a resident of Mexico. On August 10, 2015, Mr. Echavarria, who is not an executive officer or director of the Company, made a filing with the System for Electronic Disclosure by Insiders (“SEDI”), Canada’s on-line, browser-based service for the filing and viewing of insider reports as well as over anyrequired by various provincial securities rules and regulations, disclosing that his ownership of Almaden common shares issued tohad fallen below the 10% threshold for such reporting. Based on such filing, Mr. Echavarria uponhold less than 10% of the exercise of hisCompany’s common shares. Mr. Echavarria also holds warrants to acquire an additional 126,100 of the Company’s commonsuch shares.

*Based on 102,199,625111,726,719 shares outstanding as of March 28, 201814, 2019 and stock options and warrants held by each beneficial owner.

 

Related party transactions

Certain geological, technical, professional and general and administrative services were provided to the Company by the Chairman and/or a company controlled by Duane Poliquin operated through Hawk Mountain Resources Ltd., a private company of which Duane Poliquin is a shareholder.

The costs of such services for Fiscal 2017 ended December 31, 2017 were $168,000, Fiscal 2016 ended December 31, 2016 were $168,000, and Fiscal 2015 ended December 31, 2015 were $193,333.

Certain officers and directors of the Company are also officers or directors of companies with which the Company has agreements and may not be considered at arm's-length to such agreements. However, any agreement or any to be negotiated between the Company and such other companies has been or will be approved by directors of the Company, in accordance with the common law and the provisions of the Business Corporations Act (British Columbia).

 

(a)

Compensation of key management personnel

Key management includes members of the Board, the Chairman, the President and Chief Executive Officer, the Chief Financial Officer, the Vice President, Operations & Projects, and the Vice President, Corporate Development. The aggregate compensation paid or payable to key management for services is as follows, after recovery of 30% of executive officer compensation from Almadex Minerals Limited:Azucar and 20% of executive officer compensation from Almadex:

 

		February 28, 2018				December 31, 2017				December 31, 2016				December 31, 2015
Salaries and benefits		$	156,667			$	813,400			$	755,475			$	740,208	(i)
Share-based payments			144,000				2,216,170				1,537,060				725,165
Directors’ fees			70,000				70,000				41,000				48,000
		$	370,667			$	3,099,570			$	2,333,535			$	1,513,373

(i)

For the year ended December 31, 2015, Hawk Mountain Resources Ltd. (“Hawk Mountain”), a private company of which the Chairman of the Company is a shareholder, was paid $193,333 for geological services provided to the Company and is recorded in general exploration expenses.

			February 28, 2019				December 31, 2018				December 31, 2017				December 31, 2016
Salaries, fees and benefits		$	211,585			$	952,079			$	813,400			$	755,475
Share-based payments			116,250				1,090,540				2,216,170				1,537,060
Directors’ fees			70,000				70,000				70,000				41,000
		$	397,835			$	2,112,619			$	3,099,570			$	2,333,535

(b)

Almadex Minerals Limited (“Almadex”)

 

Effective August 1, 2015, approximately 30%the Company recovers a portion of expenses from Azucar pursuant to the administrative service agreement between the Company and Azucar.

Effective May 18, 2018, the Company also recovers a portion of expenses is recovered from Almadex pursuant to the Administrative Service Agreement.administrative service agreement between the Company and Almadex.

 

During the year ended December 31, 2017,2018, the Company received $499,798 (2016$542,657 (2017 - $464,498; 2015$499,798; 2016 - $181,405)$464,498) from Azucar for administrative services fees included in other income and received $243,498 (2017 - $Nil; 2016 - $Nil) from Almadex for administrative services fees included in other income.

 

At December 31, 2018, included in accounts receivable is $170,181 (2017 - $195,551) due from Azucar and $116,268 (December 31, 2017 - $Nil) due from Almadex in relation to expenses recoveries.

At December 31, 2018, the Company accrued $153,038 (2016$37,533 (2017 - $63,429)$153,038) payable to Almadex for drilling equipment rental services in Mexico.

At December 31, 2017, included in accounts receivable is $195,551 (2016 - $149,429) due from Almadex in relation to administrative expenses recoveries.

 

(c)

Other related party transactions

 

During the year ended December 31, 2017, the Company paid a company controlled by a Mark Brown $Nil (2016 - $Nil; 2015 - $1,200) for administrative services provided to the Company.

During the year ended December 31, 2017,2018, the Company employed the Chairman’s daughter for a salary of $43,800$48,800 less statutory deductions (2016(2017 - $38,800; 2015$43,800; 2016 - $43,225)$38,800) for marketing and administrative services provided to the Company.

 

Other than as disclosed above, there have been no transactions or proposed transactions, which have materially affected or will materially affect the RegistrantCompany in which any director, executive officer, or beneficial holder of more than 10% of the outstanding common stock, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest. As stated above, management believes the transactions referenced above were on terms at least as favorable to the Company as the Company could have obtained from unaffiliated parties.

Item 8.

Financial Information

Item 8. Financial Information

 

The financial statements as required under Item 8 are attached hereto and found immediately following the text of this Annual Report.

 

Legal Proceedings

The Company knows of no material, active or pending legal proceedings against it; nor is the Company involved as a plaintiff in any material proceeding or pending litigation.

 

Dividends

The Company has not declared any dividends since inception and does not anticipate that it will do so in the foreseeable future. The present policy of the Company is to retain future earnings for use in its operations and the expansion of its business.

 

Significant Changes

There have been no significant changes of financial condition since the most recent audited financial statements included within this Annual Report on Form 20-F.

 

Item 9. Offer and Listing of Securities

Item 9.

Offer and Listing of Securities

 

The Company's common shares trade on The Toronto Stock Exchange ("TSX") in Toronto, Ontario, Canada having the symbol "AMM” and on the NYSE MKTAmerican (formerly the American Stock Exchange)NYSE MKT) in New York, New York, U.S.A. having the symbol “AAU” and CUSIP #020283107.

 

The Company’s common shares commenced trading on February 11, 2002 on TSX and December 19, 2005 on the American Stock Exchange, now the NYSE MKT.American.

Table No. 12 lists the high and low prices for the shares of Almaden Minerals Ltd. common stock on NYSE MKTAmerican for the preceding five years. Table No. 13 lists the high and low prices for shares of Almaden Minerals Ltd. common stock on TSX for the preceding five years.

 

Commitments (Note 18)13)

Subsequent events (Note 22)17)

 

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

 

These consolidated financial statements are authorized for issue by the Board of Directors on March 28, 2018.14, 2019.

They are signed on the Company’s behalf by:

 

 

/s/Duane Poliquin		/s/Mark T. Brown
Director	Director	Director

 

Almaden Minerals Ltd.

Consolidated statements of comprehensive loss

(Expressed in Canadian dollars)

 

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

Almaden Minerals Ltd.

Consolidated statements of cash flows

(Expressed in Canadian dollars)

Supplemental cash and cash equivalents information (Note 11)

 

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

 

Almaden Minerals Ltd.

Consolidated statements of cash flows

(Expressed in Canadian dollars)

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

Almaden Minerals Ltd.

Consolidated statements of changes in equity

(Unaudited – Expressed in Canadian dollars)