Form 20-F ALMADEN MINERALS LTD For: Dec 31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 20-F

 

☐

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025

 

OR

 

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

☐

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of event requiring this shell company report

 

For the transition period from _____________________ to ____________________

 

 

Commission file number 001-32702

 

ALMADEN MINERALS LTD.

(Exact name of Registrant as specified in its charter)

 

British Columbia, Canada

(Jurisdiction of incorporation or organization)

 

1333 Johnston Street, #210, Vancouver, British Columbia V6H 3R9

(Address of principal executive offices)

 

Korm Trieu, [email protected], 1333 Johnston Street, #210, Vancouver, BC V6H 3R9

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Title of each class	Trading symbol	Name of each exchange on which registered
Common shares without Par Value	AAUAF	None

 

Securities registered or to be registered pursuant to Section 12(g) of the Act.

 

None

(Title of Class)

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

 

None

 

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common shares as of the close of the period covered by the annual report.

 

137,363,181

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐ Yes ☒ No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

☐ Yes ☒ No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

☒ Yes ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

 

☒ Yes ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Emerging Growth Company ☒

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨¹

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨ ¹

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP ☐	International Financial Reporting Standards as issued ☒	Other ☐
	by the International Accounting Standards Board

 

 

¹ Checkboxes are blank pending adoption of the underlying rules.

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

 

☐ Item 17 ☐ Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

☐ Yes ☒ No

 

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDS DURING THE PAST FIVE YEARS)

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

☐ Yes ☐ No

 

Under the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), Almaden is classified as an "Emerging Growth Company". The Company will continue to be deemed an emerging growth company until the earliest on the last day of our fiscal year during which (i) annual gross revenue exceeds $1.235 billion or (ii) the Company issues more than $1.0 billion in non-convertible debt in a three-year period. Almaden will lose its status as an emerging growth company on the last day of its fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement. The Company will also lose its status as an emerging growth company if at any time it is deemed to be a large accelerated filer.

 

As an emerging growth company, Almaden is exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), which requires a public company’s auditor to attest to, and report on, management’s assessment of its internal controls. The Company is also exempt from Sections 14A(a) and (b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation.

 

Almaden has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, Almaden’s financial statements may not be comparable to companies that comply with public company effective dates.

 

 

 

 

 

 

TABLE OF CONTENTS

		Page
Cautionary Note Regarding Forward-Looking Statements		6
	PART I
Item 1	Identity of Directors, Senior Management and Advisors	7
Item 2	Offer Statistics and Expected Timetable	7
Item 3	Key Information	7
Item 4	Information on the Company	13
Item 4A	Unresolved Staff Comments	18
Item 5	Operating and Financial Review and Prospects	18
Item 6	Directors, Senior Management and Employees	21
Item 7	Major Shareholders and Related Party Transactions	43
Item 8	Financial Information	45
Item 9	The Offer and Listing of Securities	46
Item 10	Additional Information	47
Item 11	Quantitative and Qualitative Disclosures About Market Risk	62
Item 12	Description of Securities Other than Equity Securities	62
	PART II
Item 13	Defaults, Dividend Arrearages and Delinquencies	63
Item 14	Material Modifications to the Rights of Securities Holders	63
Item 15	Controls and Procedures	63
Item 16	Reserved	64
Item 16A	Audit Committee Financial Expert	64
Item 16B	Code of Ethics	64
Item 16C	Principal Accountant Fees and Services	64
Item 16D	Exemptions from the Listing Standards for Audit Committees	65
Item 16E	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	65
Item 16F	Change in Registrant’s Certifying Accountant	65
Item 16G	Corporate Governance	65
Item 16H	Mine Safety Disclosure	65
Item 16I	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	65
Item 16J	Insider Trading Policies	65
Item 16K	Cybersecurity	66
	PART III
Item 17	Financial Statements	66
Item 18	Financial Statements	66
Item 19	Exhibits	66
Signature		68

Glossary of Abbreviations

 

	Ag:	Silver
	Ag g/t:	Silver grade measured in grams per metric ton Converts to ounces per ton by dividing by 34.286
	Au:	Gold
	Au g/t:	Gold grade measured in grams per metric ton Converts to ounces per ton by dividing by 34.286
	Cu:	Copper
	g/t:	grams per tonne
	IP:	Induced Polarization geophysical survey
	masl:	meters above sea level
	MPa:	Megapascal or one million pascals.
	NGO:	Non-governmental organization
	NSR:	net smelter returns royalty
	Oz:	Troy ounce
	Pa:	one pascal
	QA/QC:	Quality Assurance/Quality Control
	tpd:	Tonnes per day
	ton:	Short ton (2,000 pounds)
	tonne:	Metric ton (1000 kilograms - 2204.62 pounds)

 

Conversion Table

 

Metric / Imperial

 

1.0 millimeter (mm) = 0.039 inches (in)

1.0 meter (m) = 3.28 feet (ft)

1.0 kilometer (km) = 0.621 miles (mi)

1.0 hectare (ha) = 2.471 acres (ac)

1.0 gram (g) = 0.032 troy ounces (oz)

1.0 metric tonne (t) = 1.102 short tons (ton)

1.0 g/t = 0.029 oz/ton

 

Unless otherwise indicated, all dollar ($) amounts referred to herein are in Canadian dollars.

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Statements contained in this Annual Report on Form 20-F (the “Annual Report”) of Almaden Minerals Ltd. (“Almaden” or the “Company”), and the exhibits attached hereto that are not historical facts are forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of U.S. and Canadian securities legislation and the U.S. Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties.

 

Such forward-looking statements include, but are not limited to, statements regarding the Company’s forecasts and expected cash flows; the Company’s projected capital and operating costs; the timing, outcome, impact, and procedures relating to the arbitration proceedings under the CPTPP; disclosure regarding litigation financing; requirements for additional capital and expected use of proceeds; the Company’s cash resources and their adequacy to meet the Company’s working capital and litigation needs for its next fiscal year; the possible effect of changes in interest rates and exchange rates on the Company’s future operations; unanticipated reclamation expenses; limitations on insurance coverage; the Company’s outlook with respect to the price, demand and need for precious and other metals and any other statement that may predict, forecast, indicate or imply future plans, intentions, levels of activity, results, performance or achievements. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Statements concerning Mineral Reserve and Mineral Resource estimates may also be deemed to constitute forward-looking statements to the extent that they involve estimates of the mineralization that will be encountered if a property is developed, and in the case of Mineral Reserves, such statements reflect the conclusion based on certain assumptions that the mineral deposit can be economically exploited. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” (or the negative and grammatical variations of any of these terms and similar expressions) be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management, in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, as of the date of this document including, without limitation, assumptions about: both Almaden’s and the applicable Mexican authorities’ legal positions; stability and predictability in Mexico’s response to the arbitration process under the CPTPP; stability and predictability in the application of the CPTPP and arbitral decisions thereon; the ability to finance the arbitration process, and continued respect for the rule of law in Mexico, future economic and political conditions; future currency exchange rates remaining as estimated; availability of funds; favourable equity capital markets; the ability to raise any necessary capital on reasonable terms to advance the Company’s business objectives; future metal prices; the timing and reliability of sampling and assay data; and the accuracy of budgeted exploration and development costs and expenditures.. While the Company considers these assumptions to be reasonable, the assumptions are inherently subject to significant business, social, economic, political, legal, regulatory, competitive and other risks and uncertainties, contingencies and other factors that could cause actual actions, events, conditions, results, performance or achievements to be materially different from those projected in the forward-looking information. Many assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct. Some of the important risks, uncertainties and other factors that could affect forward-looking statements include, but are not limited to, those described further in the sections entitled “ITEM 3. KEY INFORMATION - Risk Factors”, “ITEM 4. INFORMATION ON THE COMPANY - Business Overview”, “ITEM 4. INFORMATION ON THE COMPANY – Principal Property Interests” and “ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS” and in the exhibits attached to this Annual Report. Should one or more of these risks, uncertainties and other factors materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the Company’s forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The forward-looking statements are based on beliefs, expectations and opinions of the Company’s management on the date of this Annual Report and speak only as of the date hereof and the Company does not undertake any obligation to publicly update forward-looking statements contained herein to reflect events or circumstances after the date hereof, except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

 

Forward-looking statements and other information contained herein concerning the mining industry and the Company’s expectations concerning the mining industry are based on estimates prepared by the Company using data from publicly available sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which the Company believes to be reasonable. However, this data is inherently imprecise, although generally indicative of relative market positions, market shares and performance characteristics. While the Company is not aware of any misstatements regarding any mining industry data presented herein, the industry involves risks and uncertainties and is subject to change based on various factors.

 

Certain historical and forward-looking statements contained in this Annual Report has been provided by, or derived from information provided by, certain persons other than the Company. Although the Company does not have any knowledge that would indicate that any such information is untrue or incomplete, the Company assumes no responsibility for the accuracy and completeness of such information or the failure by such other persons to disclose events which may have occurred or may affect the completeness or accuracy of such information, but which is unknown to the Company.

 

Please consult the Company’s public filings at www.sec.gov for further, more detailed information concerning these matters.

 

PART I

 

Item 1. Identity of Directors, Senior Management and Advisors

 

Not applicable

 

Item 2. Offer Statistics and Expected Timetable

 

Not applicable

 

Item 3. Key Information

 

A.       [Reserved]

 

B.       Capitalization and Indebtedness

 

Not applicable.

 

C.       Reasons for the Offer and Use of Proceeds

 

Not applicable.

 

D.       Risk Factors

 

Speculative Nature of Resource Exploration and Development

Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and other factors such as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environment protection, the combination of which factors may result in the Company not receiving an adequate return on investment capital.

 

The Company may be unsuccessful in identifying and acquiring projects of merit. If identified or acquired, there is no assurance that a commercially viable ore deposit or mining operation will result from the Company’s activities. Advancing work on any such properties would require that the Company obtain the necessary financing and permitting for exploration and development.

 

Title to mineral properties

While the Company investigates title to mineral properties, this should not be construed as a guarantee of title. Any properties held by the Company may be subject to prior unregistered agreements or transfers and title may be affected by undetected defects. The Company does not hold title to the Tuligtic property or the Ixtaca project.

 

Risk related to proceedings under the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (“CPTPP”)

On December 13, 2023 the Company delivered to the United Mexican States (“Mexico”) a Request for Consultations in accordance with the CPTPP relating to an investment dispute with Mexico. On March 14, 2024, the Company delivered to Mexico notice of its intention to submit a claim to arbitration against Mexico in accordance with Article 9.19.3 of the CPTPP. On June 14, 2024 the Company announced that it had commenced international arbitration proceedings against Mexico by filing its Request for Arbitration with the International Centre for Settlement of Investment Disputes (“ICSID”), and on March 21, 2025, the Company announced that it had filed its memorial documentation pursuant to the Arbitration. These legal proceedings, or others that could be brought against or by the Company in the future, could have a material adverse effect on our financial position or prospects. While the Company believes it has valid reasons to commence legal proceedings, litigation matters are inherently uncertain and there is no guarantee that the arbitration will be successful, or that the likely outcome of this matter will be consistent with the ultimate resolution of the matter. Any legal proceedings require the Company to incur significant expense, devote significant resources, and may generate adverse publicity, which could materially, and possibly adversely, affect its business. The Company’s inability to enforce its rights and the enforcement of rights on a prejudicial basis by foreign courts or international arbitral tribunals could have an adverse effect on the Company’s outlook. Outcomes in any legal proceedings and the process for recovering funds even if there is a successful outcome in any legal proceedings can be lengthy and unpredictable. Furthermore, there is a risk that the Company will be unable to secure or maintain the necessary funding to advance any legal proceedings.

 

History of Net Losses, Lack of Cash Flow and Assurance of Profitability; Need for Additional Capital

The Company had net losses in a number of years since its date of incorporation. Due to the nature of the Company’s business, there can be no assurance that the Company will be profitable. The Company had net income of $2,989,046 for the year ended December 31, 2025 (“Fiscal 2025”), net losses of $2,875,061 for the year ended December 31, 2024 (“Fiscal 2024”), and $64,148,145 for the year ended December 31, 2023 (“Fiscal 2023”).

 

The Company currently has no revenues from operations as all of its properties and prospects are in the exploration stage. There is no assurance that the Company will receive revenues from operations at any time in the near future. During Fiscal 2025, 2024 and 2023, the Company earned interest income and other income from Administrative service fees charged to Azucar Minerals Ltd. (“Azucar”) and Almadex Minerals Ltd. (“Almadex”).

 

At December 31, 2025, the Company had working capital of $5,910,941 including cash and cash equivalents of $6,171,157. Management estimates that the current cash position and potential future cash flows will be sufficient for the Company to carry out its business for the upcoming year.

 

The Company has not paid dividends on its shares since incorporation and the Company does not anticipate doing so in the foreseeable future.

 

Uncertainty of Obtaining Additional Funding Requirements

If the Company’s exploration and development programs are successful, additional capital will be required for the further development of an economic ore body and to place it in commercial production. Alternatively, the Company may need additional funding beyond that currently anticipated to prosecute its arbitration proceedings against Mexico. The only material sources of future funds presently available to the Company are the sale of its equity capital, the incurring of debt, or the offering by the Company of an interest in its assets to be earned by another party or parties.

 

Failure to obtain additional financing on a timely basis could cause the Company to forfeit its interest in its assets or terminate its operations.

 

The Company is Subject to Numerous Laws and Regulations

The Company’s exploration activities are subject to extensive federal, provincial, state and local laws and regulations governing prospecting, development, production, exports, taxes, labour standards, occupational health and safety, mine safety, waste disposal, protection of the environment, protection of historic and archeological sites, protection of endangered and protected species and other matters in all the jurisdictions in which it operates. The Company is required to have a wide variety of permits from governmental and regulatory authorities to carry out its activities. These permits relate to virtually every aspect of the Company’s exploration and exploitation activities. Changes in these laws and regulations or changes in their enforcement or interpretation could result in changes in legal requirements or in the terms of the Company’s permits that could have a significant adverse impact on the Company’s existing or future operations or projects. Obtaining permits can be a complex, time-consuming process. There can be no assurance that the Company will be able to obtain the necessary permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining permits and complying with these permits and applicable laws and regulations could stop or materially delay or restrict the Company from continuing or proceeding with existing or future operations or projects. The Company applies the expertise of its management, advisors, legal counsel, employees and contractors to ensure compliance with current laws. Any failure to comply with permits and applicable laws and regulations, even if inadvertent, could result in the interruption or closure of operations or material fines, penalties or other liabilities.

 

Political, economic and social environment

The Company’s mineral properties may be adversely affected by political, economic and social uncertainties which could have a material adverse effect on the Company’s results of operations and financial condition. Areas in which the Company holds or may acquire properties may experience local political unrest and disruption which could potentially affect the Company’s projects or interests. Changes in leadership, social or political disruption or unforeseen circumstances affecting political, economic and social structure could adversely affect the Company’s property interests or restrict its operations. The Company’s mineral exploration and development activities may be affected by changes in government regulations relating to the mining industry and may include regulations on production, price controls, labour, export controls, income taxes, expropriation of property, environmental legislation and safety factors.

 

Any shifts in political attitudes or changes in laws that may result in, among other things, significant changes to mining laws or any other national legal body of regulations or policies are beyond the control of the Company and may adversely affect its business. The Company faces the risk that governments may adopt substantially different policies, which might extend to the expropriation of assets or increased government participation in the mining sector. In addition, changes in resource development or investment policies, increases in taxation rates, interest rates, higher mining fees and royalty payments, revocation or cancellation of mining concession rights or shifts in political attitudes in jurisdictions where the Company operates may adversely affect the Company’s business.

 

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

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

 

Environmental, Climate Change, Health and Safety Regulation Compliance

The Company’s exploration and development activities are subject to extensive laws and regulations governing environmental protection. The Company is also subject to various reclamation-related conditions. Although the Company closely follows and believes it is operating in compliance with all applicable environmental regulations, there can be no assurance that all future requirements will be obtainable on reasonable terms. Failure to comply may result in enforcement actions causing operations to cease or be curtailed and may include corrective measures requiring capital expenditures. Intense lobbying over environmental concerns by NGOs opposed to mining has caused some governments to cancel or restrict development of mining projects. Current publicized concern over climate change may lead to carbon taxes, requirements for carbon offset purchases or new regulation. The costs or likelihood of such potential issues to the Company cannot be estimated at this time.

 

Mineral Prices May Not Support Corporate Profit

The mining industry in general is intensely competitive and there is no assurance that, even if commercial quantities of mineral resources are discovered and developed, a profitable market will exist for the sale of same. Factors beyond the control of the Company may affect the marketability of any substances discovered. The price of minerals is volatile over short periods of time and is affected by numerous factors beyond the control of the Company, including international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production due to improved mining techniques. Material changes in mineral prices may affect the economic viability of any project.

 

Possible Dilution to Present and Prospective Shareholders

The Company’s plan of operation, in part, contemplates the financing of the conduct of its business by the issuance, for cash, of equity securities of the Company or incurring debt, or a combination of the two. Any transaction involving the issuance of previously authorized but unissued shares of common shares, or securities convertible into common shares, would result in dilution, possibly substantial, to present and prospective holders of common shares. The Company could also seek joint venture partners or funding sources such as royalties or streaming transactions. These approaches would dilute the Company’s interest in assets it has acquired.

 

Material Risk of Dilution Presented by Large Number of Outstanding Share Purchase Options

As of March 19, 2026, there were outstanding share purchase options permitting holders thereof to purchase 11,635,000 common shares of the Company. Directors and officers of the Company in the aggregate hold 9,650,000 of the outstanding share purchase options. Non-executive employees and consultants of the Company hold 1,985,000 of the outstanding share purchase options. The exercise of all of the outstanding share purchase options would result in dilution to the existing shareholders and could depress the market price of the Company’s common shares. As of March 19, 2026, the Company had 137,363,181 common shares issued and outstanding. The exercise of all outstanding share purchase options would cause an 8% increase to the Company’s issued and outstanding common shares

 

Dependence on Key Personnel

The Company depends highly on the business and technical expertise of its management and key personnel. There is little possibility that this dependence will decrease in the near term. As the Company’s operations expand, additional general management resources may be required. The Company maintains no “Key Man” insurance coverage, and the loss or unavailability of any of its key personnel could have a negative effect on the Company’s ability to operate effectively.

 

Conflict of Interest

Some of the Company’s directors and officers are directors and officers of other natural resource or mining-related companies. Duane Poliquin, Morgan Poliquin, and Korm Trieu also serve as directors and/or officers of Azucar and Almadex. Kevin O’Kane also serves on the Board of IAMGOLD Corporation (“IAMGOLD”) and NorthIsle Copper and Gold Inc. Michael Kosowan serves on the Boad of TDG Gold Corp., Torq Resources Inc. and Eminent Gold Corporation. These associations may give rise from time to time to conflicts of interest, as a result of which, the Company may miss the opportunity to participate in certain transactions.

 

Foreign Operations

Any activities of the Company in foreign countries are subject to the risks normally associated with conducting business in foreign countries, including exchange controls and currency fluctuations, foreign taxation, laws or policies of particular countries, labor practices and disputes, and uncertain political and economic environments, as well as risks of war and civil disturbances, or other risks that could cause exploration or development difficulties or stoppages, restrict the movement of funds or result in the deprivation or loss of contract rights or the taking of property by nationalization or expropriation without fair compensation. Foreign operations could also be adversely impacted by laws and policies of the U.S. affecting foreign trade, investment and taxation.

 

Foreign Incorporation and Civil Liabilities

The Company was created under amalgamation under the laws of the Province of British Columbia, Canada. With the exception of Alfredo Phillips, who is a resident of Mexico, all of the Company’s directors and officers are residents of Canada, and all of the Company’s assets and its subsidiaries are located outside the U.S. Consequently, it may be difficult for U.S. investors to affect service of process in the U.S. upon those directors and officers who are not residents of the U.S., or to realize in the U.S. upon judgments of U.S. courts predicated upon civil liabilities under applicable U.S. laws.

 

Competition

There is competition from other companies with operations similar to those of the Company's. Many of the companies with which the Company competes have operations and financial strength many times greater than that of the Company. Such competitors could outbid the Company for such projects, equipment or personnel, which would have a negative effect on the Company’s operations and financial condition.

 

Volatility of Share Price

Market prices for shares of small cap companies are often volatile. Factors such as announcements of significant developments in its business and financial results, and other factors could have a significant effect on the price of the Company’s shares.

 

Foreign Currency Fluctuations

At the present time, a majority of the Company’s activities are carried on outside of Canada. Accordingly, it is subject to risks associated with fluctuations of the rate of exchange between the Canadian dollar and foreign currencies.

 

The Company is currently not engaged in currency hedging to offset any risk of exchange rate fluctuation and currently has no plans to engage in currency hedging.

 

Lack of a Dividend Policy

The Company does not intend to pay cash dividends in the foreseeable future, as any earnings are expected to be retained for use in developing and expanding its business. However, the actual amount of dividends which the Company may pay will remain subject to the discretion of the Company’s Board of Directors (the “Board”) and will depend on results of operations, cash requirements and future prospects of the Company and other factors.

 

ESTMA Risks

The Extractive Sector Transparency Measures Act (Canada) (“ESTMA”) requires public disclosure of certain payments to governments by companies engaged in the commercial development of minerals which are publicly listed in Canada. Mandatory annual reporting is required for extractive companies with respect to payments made to foreign and domestic governments, including aboriginal groups. ESTMA requires reporting on the payments of any taxes, royalties, fees, production entitlements, bonuses, dividends, infrastructure reporting or structuring payments to avoid reporting. If the Company becomes subject to an enforcement action or is in violation of ESTMA, this may result in significant penalties or sanctions which may also have a material adverse effect on the Company’s reputation.

 

Cybersecurity Risks

As is typical of modern businesses, the Company is reliant on the continuous and uninterrupted operation of its information technology (“IT”) systems. User access and security of all Company sites and IT systems can be critical elements to its operations, as is cloud security, security of all of the Company’s IT systems, and protection against cyber security incidents. Any IT failure pertaining to availability, access or system security could potentially result in disruption of the activities of the Company and its personnel, and could adversely affect the reputation, operations or financial performance of the Company.

 

Potential risks to the Company’s IT systems could include unauthorized attempts to extract business sensitive, confidential or personal information, denial of access extortion, corruption of information or disruption of business processes, or by inadvertent or intentional actions by the Company’s employees or vendors. A cybersecurity incident resulting in a security breach or failure to identify a security threat could disrupt business and could result in the loss of sensitive, confidential or personal information or other assets, as well as litigation, regulatory enforcement, violation of privacy or securities laws and regulations, and remediation costs, all of which could materially impact the Company’s business or reputation.

 

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

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

 

International Conflict

International conflict and other geopolitical tensions and events, including war, military action, terrorism, trade disputes, and international responses thereto have historically led to, and may in the future lead to, uncertainty or volatility in global commodity and financial markets. Russia’s invasion of Ukraine has led to sanctions being levied against Russia by the international community and may result in additional sanctions or other international action, any of which may have a destabilizing effect on commodity prices and global economies more broadly. Volatility in commodity prices may adversely affect the Company’s business, financial condition and results of operations. The extent and duration of the current Russian-Ukrainian conflict and related international action cannot be accurately predicted at this time and the effects of such conflict may magnify the impact of the other risks identified in this Form 20-F, including those relating to commodity price volatility, the international legal framework, and global financial conditions. The situation is rapidly changing and unforeseeable impacts, including on our shareholders and counterparties on which we rely and transact with, may materialize and may have an adverse effect on the Company’s business, results of operation and financial condition.

 

Emerging Growth Company Transition Period

Pursuant to the JOBS Act of 2012 and Section 7(a)2(B) of the Securities Act, the Company is taking advantage of the extended transition period for Emerging Growth Companies. When an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the standard for the private company. This may make comparison of the Company’s financial statements with any other public company which is not either an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible as different or revised standards may be used.

 

The Company could be deemed a passive foreign investment company which could have negative consequences for U.S. investors.

The Company could be classified as a Passive Foreign Investment Company (“PFIC”) under the United States tax code. If the Company is a PFIC, then owners of the Company’s shares who are U.S. taxpayers generally will be required to include distributions or any gain realized upon a disposition or deemed disposition of shares, as ordinary income and to pay an interest charge on a portion of such distribution or gain, unless the taxpayer timely makes a qualified electing fund ("QEF") election or a mark-to-market election with respect to the Company’s shares.

 

The Company may constitute a “passive foreign investment company”, which could result in adverse U.S. federal income tax consequences for U.S. investors.

The Company believes that it was classified as a “passive foreign investment company (a “PFIC”) within the meaning of Section 1297(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”), for its most recently completed tax year. No determination has been made by the Company with respect to its anticipated PFIC status for the current tax year or any future tax year. The Company’s PFIC classification for its current or future tax years may depend on, among other things, the manner in which, and how quickly, the Company utilizes its cash on hand, the income generated by the Company and its subsidiaries, as well as on changes in the market value of the common shares. If the Company is a PFIC for any year during a U.S. taxpayer’s holding period of its common shares, then such U.S. taxpayer generally will be required to treat any gain realized upon a disposition of its common shares or any so-called ‘‘excess distribution’’ received on common shares as ordinary income, and to pay an interest charge on a portion of such gain or distribution. In certain circumstances, the sum of the tax and the interest charge may exceed the total amount of proceeds realized on the disposition, or the amount of excess distribution received, by the U.S. taxpayer. Subject to certain limitations, these tax consequences may be altered if a U.S. taxpayer makes a timely and effective “qualified electing fund” (a “QEF”) under Section 1295 of the Code (a “QEF Election”) with respect to the Company or makes a mark-to-market election under Section 1296 of the Code (a “Mark-to-Market Election”) with respect to the common shares. U.S. Holders (as defined below) should be aware that there can be no assurances that the Company will satisfy the record keeping requirements that apply to a QEF, or that the Company will supply U.S. Holders a PFIC Annual Information Statement or other information that such U.S. Holders are required to report under the QEF rules, in the event that the Company is a PFIC. Thus, U.S. Holders may not be able to make a QEF Election with respect to the Company or any non-U.S. subsidiary of the Company. A U.S. Holder that makes a Mark-to-Market Election with respect to the common shares generally must include as ordinary income each year the excess of the fair market value of such common shares over the U.S. Holder’s adjusted tax basis therein. U.S. Holders should consult their own tax advisors regarding the acquisition, ownership and disposition of common shares. This paragraph is qualified in its entirety by the section below section entitled “Certain U.S. Federal Income Tax Considerations – Passive Foreign Investment Company Rules”.

 

Item 4. Information on the Company

 

A.        History and Development of the Company

The head office of the Company is located at 1333 Johnston Street, Suite 210, Vancouver, British Columbia, Canada, V6H 3R9. The address of the registered office of the Company is 200 Burrard Street, Suite 1200, Vancouver, British Columbia, Canada, V7X 1T2.

 

Computershare Investor Services Inc., at its offices in Vancouver, B.C. and Toronto, Ontario, is the registrar and transfer agent of the Company’s Common Shares.

 

The contact person is Korm Trieu, Chief Financial Officer. The telephone number is (604) 689-7644. The fax number is (604) 689-7645. The email address is [email protected]. The web-site address is www.almadenminerals.com.

 

The Company was formed by amalgamation under the laws of the Province of British Columbia of its predecessor companies, Almaden Resources Corporation and Fairfield Minerals Ltd., on February 1, 2002. The Company operates under the Business Corporations Act (British Columbia) (the “BCBCA”). Effective July 31, 2015, the Company effected a corporate reorganization pursuant to a statutory plan of arrangement (“Plan of Arrangement”) involving the Company’s then wholly owned subsidiary, Azucar, as described below.

 

The Company’s common shares began trading on the Toronto Stock Exchange (“TSX”) under the symbol “AMM” on February 11, 2002 and on the NYSE American under the symbol “AAU” on December 19, 2005. The Company’s listing in Canada migrated from the TSX to the TSX Venture Exchange (“TSXV”) on August 12, 2025. The Company delisted from the NYSE American effective April 4, 2024 and concurrently began trading on the OTCQB Marketplace, under the symbol “AAUAF”. Almaden Resources Corporation’s initial public offering on the Vancouver Stock Exchange was pursuant to a prospectus dated October 10, 1986. The shares of Fairfield Minerals Ltd. began trading on the Vancouver Stock Exchange on July 18, 1986 and on the TSX on May 21, 1990.

 

There have been no public takeover offers by third parties in respect of the Company’s common shares and the Company has made no public takeover offers in respect of any other company’s shares.

 

Business of the Company

The Company is engaged in the evaluation of exploration and development opportunities while also seeking compensation from the Government of Mexico for actions which blocked the development of the Ixtaca project and ultimately retroactively terminated the Company’s mineral concessions, causing the loss of the Company’s investments in Mexico. The Company has not generated any revenues from operations.

 

Corporate Reorganization

The Company entered into an Arrangement Agreement dated May 11, 2015 involving the spinout, pursuant to a statutory Plan of Arrangement, of Almaden’s early stage exploration projects, royalty interests and other non-core assets into a new public company called Azucar (formerly Almadex Minerals Limited), which trades on the TSXV under the symbol “AMZ” and the OTCQB marketplace under the symbol “AXDDF”, pursuant to which Azucar acquired the following key assets:

 

•

a 100% interest in the El Cobre copper-gold porphyry exploration project in Mexico and the Willow copper-gold porphyry exploration project in Nevada, in addition to a portfolio of 20 other exploration projects;

•

a 2% NSR on the Tuligtic property in Mexico, which hosted the Company’s Ixtaca gold-silver development project;

•

a 1.5% NSR on the Caballo Blanco gold deposit in Mexico, a development project operated by Timmins Gold Corp.;

•

a 2% NSR on the Elk gold deposit in Canada, an advanced exploration project operated by JDL Gold Corp. (formerly Gold Mountain Mining Corp.);

•

a portfolio of 21 additional NSRs on exploration projects in Mexico, Canada and the United States identified through the Company’s past prospect generator activities;

•

equity holdings in several publicly-listed companies;

•

1,597 ounces of gold bullion; and

•

approximately $3 million in cash.

 

On July 31, 2015, all conditions to the statutory Plan of Arrangement regarding the spinout were satisfied or waived and the spinout was effective. Almaden’s shareholders approved the Plan of Arrangement and exchanged their existing common shares of Almaden for one “new” Almaden common share and 0.6 common share of Azucar.

 

The Company entered into an Administrative Services Agreement with Azucar dated May 15, 2015, as amended by First Amending Agreement dated December 16, 2015 (the “Agreement”). Under the Agreement, the Company is the sole and exclusive manager of Azucar, and provides Azucar with general management services and day-to-day operation of Azucar. These services include:

 

•

Office space;

•

Executive personnel and human resources;

•

Geological technical support; and

•

Accounting and financial services.

 

Azucar compensates the Company 11% (2024 – 8%) of the Company’s actual monthly cost of rent for any shared facilities and shared personnel’s fees and/or wages. Azucar pays the Company any reasonable fees or costs incurred on behalf of Azucar by the Company which were approved by Azucar.

 

Effective May 18, 2018, Azucar effected a corporate reorganization pursuant to a statutory plan of arrangement involving Azucar’s then wholly owned subsidiary, Almadex. Consequent upon this corporate reorganization the Company entered into an Administrative Services Agreement with Almadex dated March 29, 2018 (the “Almadex Agreement”). Under the Almadex Agreement, the Company is the sole and exclusive manager of Almadex, and provides Almadex with general management services and day-to-day operation of Almadex. These services include:

 

•

Office space;

•

Executive personnel and human resources;

•

Geological technical support; and

•

Accounting and financial services.

 

Almadex compensates the Company 66% (2024 – 66%) of the Company’s actual monthly cost of rent for any shared facilities and shared personnel’s fees and/or wages. Almadex pays the Company any reasonable fees or costs incurred on behalf of Almadex by the Company which were approved by Almadex.

 

Both the Agreement and the Almadex Agreement (together, the “Administrative Services Agreements”) had initial 5-year terms, with subsequent automatic 1-year renewals unless terminated pursuant to the terms permitted under the Administrative Services Agreements. The Administrative Services Agreements include a Change of Control clause. If either party is subject to a Change of Control during the term of the respective Administrative Services Agreement, the Administrative Services Agreement shall automatically terminate within 48 hours of the Change of Control unless agreed to in writing by both parties. The target of the Change of Control shall then pay the other party $2 million as compensation for the unplanned termination of the Company’s engagement and significant disruption to the other party’s business. “Change of Control” means the date upon which, without the written concurrence of the target of the Change of Control, any person (as that term is defined in the Securities Act (British Columbia)) makes and does not withdraw a take-over bid (as that term is defined in the Securities Act (British Columbia)) or acquires, directly or indirectly, that number of common shares of the target which equals or exceeds twenty percent (20%) of the then issued common shares of the target.

 

Available Information

The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC on www.sec.gov. You can also find information on our website www.almadenminerals.com. The information contained on our website is not a part of this annual report.

 

B.        Business Overview

 

The Company is engaged in the business of the acquisition, exploration and when warranted, development of mineral properties. The Company is also seeking compensation from the Government of Mexico for actions which blocked the development of the Ixtaca project and ultimately retroactively terminated the Company’s mineral concessions, causing the loss of the Company’s investments in Mexico. The Company has not generated any revenues from operations.

 

Competition

 

The mineral property exploration and development business, in general, is intensively competitive and there is not any assurance that even if commercial quantities of ore are discovered, a ready market will exist for sale of same. Numerous factors beyond the Company’s control may affect the marketability of any substances discovered. These factors include market fluctuations; the proximity and capacity of natural resource markets and processing equipment; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may make it difficult for the Company to receive an adequate return on investment.

 

The Company competes with many companies possessing greater financial resources and technical facilities for the acquisition of mineral concessions, claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees.

 

C.        Organizational Structure

 

The Company currently has two wholly-owned (direct or indirect) subsidiaries. These subsidiaries are:

 

Subsidiaries	Jurisdiction		Nature of operations
Puebla Holdings Inc.	Canada		Holding company
Minera Gorrion, S.A. de C.V.	Mexico		Exploration company

 

D.        Property, Plants and Equipment

 

Company’s Principal Property

 

The Tuligtic Project located in Puebla, Mexico, which hosted the Company’s Ixtaca discovery made in 2010, was previously owned by the Company.

 

The Tuligtic property consisted of two mineral concessions (“the “Concessions”). The Company applied for the Concessions in 2002 and 2008, which were granted in 2003 and 2009, respectively. The Company held a 100% interest in the Concessions subject to a 2.0% NSR royalty held by Almadex Minerals Ltd (‘’Almadex”). The Concessions covered approximately 14,000 Hectares, including certain endowed lands of the Ejido Tecoltemi (“Ejido”), which comprise approximately 330 Hectares.

 

 

The Company’s work on the project is detailed in the Amended S-K 1300 Technical Report Summary of the Ixtaca Gold-Silver Project as filed on EDGAR on September 28, 2023. Since the acquisition of the Concessions, the Company has capitalized acquisition costs of $11,308,721 and deferred exploration costs of $52,514,758 net of impairments write downs and recoveries.

 

In April, 2015, the Ejido filed a lawsuit (“Lawsuit”) against Mexico (the President, Congress, Ministry of Economy, Directorate of Mines, Mining Registry Office), claiming that Mexico’s mineral title system was unconstitutional because Indigenous consultation was not required before the granting of mineral title. Under Mexican law, an ejido refers to a form of communal land tenure where a group of individuals, known as ejidatarios, collectively own and manage agricultural land.

 

The Ejido in question is a small, remote mountain village of approximately 150 residents, located at an altitude of 2,569 meters, a higher elevation than the Project. It is situated entirely outside the Project’s “area of influence” as defined in the Company’s environmental permit application of February, 2019, approximately 45 minutes to an hour by car from the Project site. The Ejido lands cover an area of approximately 330 hectares, in the southeastern portion of the mineral concessions which were owned by the Company and which underpinned the Project. The Lawsuit was supported by internationally funded non-governmental organizations.

 

Upon learning of the Lawsuit, Almaden immediately sought to relinquish approximately 7,000 hectares of its mineral title area including the portion overlapping with the Ejido lands, believing that this would address the Ejido’s concerns. The reduced title area was confirmed by the Mexican mining authorities in 2017. However, the Ejido appealed this reduction, and in late 2020 the Mexican courts confirmed that the Company was obligated to continue in its possession of the larger title area.

 

In 2018, President Lopez-Obrador (“AMLO”) came into power in Mexico. The AMLO regime is widely recognized as having been hostile to the mining industry, in particular foreign mining companies that owned or sought to develop mining projects in Mexico.

 

In 2022, Mexico’s Supreme Court (“SCJN”) ruled on the Lawsuit. In effect, the SCJN ruling concluded that the Mexican mining law was not unconstitutional, but that the Mexican mining authority (“Economia”) had improperly issued the Claimants’ mineral titles as it had not incorporated Mexico’s Indigenous consultation obligations into the mineral title issuance procedures. The SCJN required that the Company’s two mineral titles be suspended, in order that the Company’s mineral title applications, originally made in 2002 and 2008 and approved in 2003 and 2009, could be reissued by Economia after it complied with its Indigenous consultation obligations.

 

The rights endowed by the Company’s mineral titles were suspended in June, 2022, and the Company began working cooperatively with Economia to facilitate what it thought would be the first ever Indigenous consultation in Mexico in respect of the granting of mineral titles. In October, 2022 however, the head of Economia was replaced and the Company’s access to Economia ceased.

 

In February, 2023 Economia filed a notice with the courts charged with implementing the SCJN decision, seeking to deny the two mineral title applications retroactively. The notice claimed that the applications contained alleged de minimis technical faults, despite Economia’s acceptance of the mineral title applications and grant of the mineral titles in 2003 and 2009. By alleging such de minimis technical faults in the mineral title applications, Economia breached Mexican domestic law and international law to deny arbitrarily and pre-emptively the grant of the mineral titles and thereby avoid the Indigenous consultation ordered by the SCJN. Such consultation would have been welcomed by both the Company and community members living in the area of influence of the Project.

 

Despite the legal appeals of the Company and surrounding community members that Indigenous consultation should proceed, the Mexican courts endorsed Economia’s position. Therefore, the mineral rights underpinning the Project were definitively cancelled and reverted to the Government of Mexico, and Indigenous consultation never occurred.

 

Due to the Mexican government’s action to revoke the Company’s mineral concession title and to prevent any further exploration and development plans on the Tuligtic property, the Company recorded an impairment of acquisition costs of $11,308,720 and deferred exploration costs of $52,514,758 during the year ended December 31, 2023.

The Company has suffered substantial harm arising out of Mexico’s conduct in breach of its investment protection obligations under the CPTPP, including (without limitation):

 

·

Economia’s reassessment of the original applications for the mineral titles holding them to be deficient and unfeasible, contradicting the position previously adopted by it, and violating the Company and its subsidiary’s right to amend or supplement the mineral title applications; and

·

the Mexican Secretariat of Environment and Natural Resources’ (Secretaría del Medio Ambiente y Recursos Naturales, “SEMARNAT”) delay in issuance and ultimate refusal to issue the environmental permit (Manifiesto de Impacto Ambiental) for the Ixtaca project.

 

The Company has now commenced arbitration proceedings (the “Claim”) against Mexico under the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (“CPTPP”). In March, 2025 the Company filed its memorial documentation (“Memorial”) pursuant to this arbitration, which outlines how Mexico breached its obligations under the CPTPP through actions which blocked the development of the Ixtaca project and ultimately retroactively and arbitrarily terminated the Company’s mineral concessions. Specifically, the Memorial demonstrates how Mexico (i) unlawfully expropriated the Claimants’ protected investments without any compensation; (ii) failed to accord the Claimants’ protected investments fair and equitable treatment; and (iii) unlawfully discriminated against the Claimants and their protected investments.

 

As further explained in the Company’s June 27, 2024 press release, Almaden is pursuing this Claim together with Almadex Minerals Ltd. (“Almadex”), on behalf of themselves and their Mexican subsidiaries (the “Claimants”). Prior to the illegal acts of Mexico which resulted in the complete loss of the investment, Almaden held 100% of the Ixtaca precious metals project in Mexico (the “Project”), while Almadex held a 2.0% NSR royalty on the Project.

 

International Arbitration Claim

 

The Claim is being prosecuted pursuant to the established and enforceable legal framework of the International Centre for Settlement of Investment Disputes (“ICSID”).

 

The Claimants filed their Request for Arbitration in June, 2024, and the three-person arbitration panel has now been formed. The Claimants filed their memorial documentation in March, 2025, and are seeking damages of US$1.06 billion, in the aggregate. This number will be further updated as the Claim proceeds, to reflect future movements in precious metal prices, exchange rates, interest rates, and other factors.

 

As reported on July 7, 2025, after the Claimants filed their Memorial document, Mexico filed a request for the three-person arbitration panel (the “Panel”) to establish a separate phase of the proceedings (“Bifurcation”) to consider certain jurisdictional objections. The Claimants submitted their response to Mexico’s Bifurcation request in June, 2025, and on July 28, 2025, the Company reported that the Panel had rejected Mexico’s Bifurcation request in full.

 

On September 16, 2025, Almaden reported that the Panel established the procedural calendar through to the hearing dates. This schedule was subsequently amended on November 19, 2025. Mexico filed its counter memorial (which responds to the Claimants’ March 20, 2025 memorial) on December 3, 2025, and the Claimants will file their reply to Mexico’s counter memorial by May 18, 2026. The hearings remain scheduled for December 14 - 18, 2026 (with December 19 held in reserve), and will be held in Washington, D.C.

 

As noted above, Almaden is pursuing this Claim together with Almadex Minerals Ltd. (“Almadex”), on behalf of themselves and their Mexican subsidiaries (the “Claimants”). Pursuant to a Litigation Management Agreement (“LMA”) described in the June 27, 2024 press release, the Company and its Mexican subsidiary have agreed with Almadex and its Mexican subsidiary to streamline the management of the arbitration proceedings. Under the LMA, Almaden will bear the up-front costs of the arbitration and provide overall direction to the arbitration process for itself and its subsidiaries, as well as Almadex and its subsidiaries, with certain limitations. Almadex remains a party to the arbitration and continues in its cooperation and support of the process.

 

Should the Claim result in an award of damages, the pro rata portion of those damages, if any, which may be attributable to Almadex from the 2.0% NSR royalty it held on the Ixtaca project will be determined. Almadex’s award will consist of this pro rata portion, less its pro rata share of the costs of pursuing the legal claims, including the financing costs (the “Almadex Award”). Almadex will compensate Almaden in the amount of 10% of the Almadex Award in exchange for Almaden’s management of the claim proceedings.

 

In addition, on June 27, 2024 the Company announced that it had agreed with Almadex to extend the maturity of the gold loan (see press release of May 14, 2019) from March 31, 2026 to the earlier of March 31, 2030 or the receipt by Almaden or its subsidiary of any amount relating to its legal claims against Mexico.

 

In return for this amendment, in addition to its obligation to repay the gold loan, Almaden agreed to pay Almadex 2.0% of the gross amount of any Claim Proceeds that Almaden may receive as a result of the Claims, such repayment to be subordinate to amounts due under the LFA, and any additional legal and management costs.

 

To provide funding for the arbitration proceedings, Almaden has entered into a litigation funding agreement (the “LFA”) with a leading legal finance provider (the “Funder”). The LFA provides up to US$9.5 million in non-recourse funding for the Company to pursue the Claims. This funding is expected to cover all legal, tribunal and external expert costs of the Claims, as well as some corporate operating expenses as may be required. Should the Claims result in the Claim Proceeds, the Funder shall be entitled to the return of its funding capital outlay, plus a contingent entitlement to the Claim Proceeds. As at December 31, 2025, the Funder has disbursed a total of US$4,000,000 to the Claim.

 

While the Company is vigorously pursuing this Claim, its preference is for a constructive resolution with Mexico that results in a positive outcome for all stakeholders.

 

Upcoming / Outlook

 

Almaden has access to sufficient funding to conduct its anticipated operations for the next fiscal year.

 

Rock Creek Mill

 

During fiscal year 2018 ended December 31, 2018, the Company completed the purchase of the Rock Creek Mill located in Nome, Alaska. On February 28, 2025, the Company signed a definitive agreement (the “Agreement”) to sell certain assets comprising the Rock Creek Mill for a purchase price of US$9,700,000 (the “Purchase Price”). Closing of the transaction was subject to certain conditions, including completion of a final inspection by the purchaser. 15% of the Purchase Price was payable as a commission by Almaden to an equipment sales broker. During the fiscal year ended December 31, 2025, the sale of the mill equipment pursuant to the Agreement was completed. The Company received full payment of the purchase price totaling US$8,245,000, net of broker’s commission, and recorded a gain of $4,684,164 on the sale.

 

Item 4A. Unresolved Staff Comments

 

Not applicable.

 

Item 5. Operating and Financial Review and Prospects

 

A.       Operating Results

The following discussion and analysis of the results of operations and the Company’s financial position should be read in conjunction with the consolidated financial statements and related notes for the years ended December 31, 2025, 2024, and 2023 appearing under Item 18 – Financial Statements and listed under Item 19 – Exhibits. The Company’s consolidated financial statements are stated in Canadian Dollars and have been prepared in accordance and compliance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”).

 

The Company receives other income from Administrative Services Agreements with Azucar and Almadex. Under those Agreements, the Company is the sole and exclusive manager of Azucar and Almadex. Azucar and Almadex compensate the Company 11% (2024 – 8%) and 66% (2024 – 66%), respectively, of the Company’s actual monthly overhead costs including any shared personnel fees and/or wages. Azucar and Almadex also pay the Company any reasonable fees or costs incurred on their behalf by the Company which were approved by Azucar or Almadex. The Administrative Services Agreements had an initial 5-year term, with subsequent automatic 1-year renewals unless terminated pursuant to the terms permitted under the respective Agreements. The Administrative Services Agreements include a Change of Control clause. If either party is subject to a Change of Control during the term of the respective Agreement, that Agreement shall automatically terminate within 48 hours of the Change of Control unless agreed to in writing by both parties. The target of the Change of Control shall then pay the other party $2 million as compensation for the unplanned termination of the Company’s engagement and significant disruption to the other party’s business. “Change of Control” means the date upon which, without the written concurrence of the target of the Change of Control, any person (as that term is defined in the Securities Act (British Columbia)) makes and does not withdraw a take-over bid (as that term is defined in the Securities Act (British Columbia)) or acquires, directly or indirectly, that number of common shares of the target which equals or exceeds twenty percent (20%) of the then issued common shares of the target.

 

Fiscal 2025 compared to Fiscal 2024

For Fiscal 2025, the Company recorded a comprehensive income of $2,989,046, or $0.02 per common share, compared to a comprehensive loss of $2,875,061, or $0.02 per common share, for Fiscal 2024. The increase in comprehensive income of $5,864,107 was primarily a result of a $5,963,149 increase in other income and a $99,042 increase in operating expenses.

 

The Company has no revenue from mining operations. Other income of $5,682,235 during the Fiscal 2025 compared to other loss of $280,914 for Fiscal 2024 relates primarily to the gain on the sale of the Rock Creek mill equipment of $4,684,164 and the unrealized foreign exchange gain on gold loan payable of $402,803 compared to the unrealized foreign exchange loss on gold loan payable of $600,749 during Fiscal 2024.

 

The Company has an administrative services agreement with Azucar and Almadex whereby overhead and salary expenses are proportionally allocated as described under the heading “Transactions with Related Parties”. Amounts earned from administrative service fees depend on the business activities of each company. During Fiscal 2025, the Company earned higher administrative services fees from Azucar of $168,900 (Fiscal 2024 - $117,868), and an increase in administrative service fees from Almadex of $1,066,898 (Fiscal 2024 - $1,040,186) due to operational activities within each company.

 

Operating expenses were $2,693,189 during Fiscal 2025 (Fiscal 2024 - $2,594,147). Certain operating expenses were reported on a gross basis and recovered through other income from the administrative services agreements with Azucar and Almadex. The increase in operating expenses of $99,042 is mainly due to an increase of $128,000 from stock option grants during Fiscal 2025, compared to Fiscal 2024. Another contributing factor to the increase in operating expenses was a $262,806 rise in salaries and benefits, driven by the reallocation of administrative service fees following executive management changes in Q4 Fiscal 2025. This was partially offset by a $181,289 decrease in interest and standby fees after Almadex fixed the gold loan value on May 13, 2025 and fully repaid the loan on July 17, 2025.

 

Fiscal 2024 compared to Fiscal 2023

For Fiscal 2024, the Company recorded a comprehensive loss of $2,875,061, or $0.02 per common share, compared to a comprehensive loss of $64,148,145, or $0.47 per common share, for Fiscal 2023. The decrease in comprehensive loss of $61,273,084 was primarily a result of a $2,292,382 decrease in operating expenses and the one-time $62,070,910 loss related to the impairment of the Tuligtic Project in fiscal 2023.

 

The Company has no revenue from mining operations. Other loss of $280,914 (Fiscal 2023 – $62,351,824) during Fiscal 2024 relates primarily the loss on derecognition of gold loan payable of $372,941 (Fiscal 2023 - $Nil) due to the settlement of the gold loan from Almadex to extend the maturity date to March 31, 2030 and the fair value adjustments on gold loan payable of $1,199,904 (Fiscal 2023 - $538,975) from the revised valuation made during 2024. Another contributing factor is the unrealized foreign exchange loss on gold loan payable of $600,749 (Fiscal 2024) compared to an unrealized foreign exchange gain on gold loan payable of $55,949 (Fiscal 2023).

 

The Company has an administrative services agreement with these two companies whereby overhead and salary expenses are proportionally allocated as described under the heading “Transactions with Related Parties”. Amounts earned from administrative service fees depends on the business activities of each company. During Fiscal 2024, the Company had an increase in administrative services fees earned from Azucar of $117,868 (Fiscal 2023 - $75,853), and a decrease in administrative service fees from Almadex of $1,040,186 (Fiscal 2023 - $1,346,494) due to operational activities within each company.

 

Operating expenses were $2,594,147 during Fiscal 2024 (Fiscal 2023 - $4,886,529). Certain operating expenses were reported on a gross basis and recovered through other income from the Administrative Service Agreements. The decrease in operating expenses of $2,292,382 is mainly due to a decrease of $810,150 from a stock option grant in Fiscal 2024 compared to Fiscal 2023 in share-based payments. Another contributing factor to a decrease in operating expenses is the decrease in professional fees of $794,717 during Fiscal 2024, compared to Fiscal 2023 due to the reduction of consulting needs in Mexico as the Company no longer owns the Tuligtic Property.

 

B.       Liquidity and Capital Resources

As at December 31, 2025, the Company’s working capital position was $5,910,941. Management estimates that the current cash position and potential future cash flows will be sufficient for the Company to carry out its business for the next twelve months.

 

To help fund its arbitration against Mexico, Almaden has entered into a litigation funding agreement (the “LFA”) with a leading legal finance provider (the “Funder”). The LFA provides up to US$9.5 million in non-recourse funding for the Company to pursue the Claims. This funding is expected to cover all legal, tribunal and external expert costs of the Claims, as well as some corporate operating expenses as may be required. The funding is repayable in the event that Claim Proceeds are recovered from Mexico, with such repayment being a contingent entitlement to the Claim Proceeds. As at December 31, 2025, the Funder has disbursed a total of US$4,000,000 to the Claim.

 

Subsequent to the end of the 2024 fiscal year, the Company entered into a definitive agreement to sell certain assets comprising the Rock Creek Mill for a purchase price of US$9,700,000, with 15% of the purchase price payable as a commission by Almaden to an equipment sales broker. The transaction was subject to certain conditions, including completion of a final inspection by the Purchaser. The Purchase Price was payable in certain instalments as follows:

 

•

US$2,000,000 was due within 14 days of the execution of the Agreement.

•

US$3,000,000 to be paid upon verification of transport scheduling).

•

US$2,000,000 to be paid following the final inspection.

•

US$2,700,000 to be paid when the assets are prepared for shipment, subject to adjustment based on the final inspection.

 

This agreement has now closed and the Company received US$8,245,000, net of broker’s commission.

 

Under the Administrative Services Agreements between the Company and each of Azucar and Almadex the Company provides management services to Azucar and Almadex. Azucar compensates the Company 11% (2024 – 8%) of any shared personnel remuneration and office overhead expenses, while Almadex compensates the Company 66% (2024 – 66%) of any shared personnel remuneration and office overhead expenses. Therefore, Almaden currently recovers 77% (2024 – 74%) of the shared overhead expenses.

 

The Company is obligated under an operating lease for its office premises with the following aggregate minimum lease payments effective April 1, 2017 through to March 31, 2022 with an extension option exercisable only by the Company through to March 31, 2027. The lease extension was exercised on November 22, 2021 and now runs to March 31, 2027. The Company reassessed this significant event as a lease modification and has estimated that the potential future lease payments under the extended lease term would result in an increase in lease liability by $508,799.

 

Management believes that the Company’s cash resources are sufficient to meet its working capital requirements for the next 12 months, but the Company may decide to raise additional funds through the sale of equity in Fiscal 2026 depending upon its needs and market conditions.

 

Fiscal 2025

At the end of Fiscal 2025, the Company had working capital of $5,910,941 including cash and cash equivalents of $6,171,157 compared to working capital of $4,402,537, including cash and cash equivalents of $3,155,750 at the end of Fiscal 2024. The increase in working capital of $1,508,404 is due to the cash proceeds from the sale of the Rock Creek mill equipment and repayment of gold loan payable.

 

The Company has long term liabilities of $34,358 at the end of Fiscal 2025 compared to $8,291,387 at the end of Fiscal 2024 that relates to long term liabilities relate to long-term portion of lease liabilities of $34,358 (Fiscal 2024 - $163,124) for office lease The gold loan payable was settled on July 17, 2025 compared to a balance of $8,128,263 on December 31, 2024.

 

Net cash used in operating activities during Fiscal 2025, was $846,482 (Fiscal 2024 - $902,436), after adjusting for non-cash activities.

 

Net cash from investing activities during Fiscal 2025, was $11,141,888 (Fiscal 2024 – Net cash used in investing activities $56,702) related to the net proceeds received for the sale of the Rock Creek Mill equipment of $11,266,219 (Fiscal 2024 - $Nil).

 

Net cash used in financing activities during Fiscal 2025, was $7,279,999 (Fiscal 2024 - $131,095).

 

Fiscal 2024

At the end of Fiscal 2024, the Company had working capital of $4,402,537 including cash and cash equivalents of $3,155,750 compared to working capital of $4,830,735, including cash and cash equivalents of $4,245,983 at the end of Fiscal 2023. The decrease in working capital of $428,198 is due to cash balances being used for expenditures in legal matters, exploration and evaluation assets and corporate affairs.

 

The Company has long term liabilities of $8,291,387 at the end of Fiscal 2024 compared to $5,936,222 at the end of Fiscal 2023 that relates to long term liabilities relate to long-term portion of lease liabilities of $163,124 (Fiscal 2023 - $277,104) for office lease, gold loan payable of $8,128,263 (Fiscal 2023 - $5,659,118) entered with Almadex on May 14, 2019.

 

Net cash used in operating activities during Fiscal 2024, was $902,436 (Fiscal 2023 - $1,483,006), after adjusting for non-cash activities.

 

Net cash used in investing activities during Fiscal 2024, was $56,702 (Fiscal 2023 - $801,290) related to expenditures in exploration and evaluation assets while waiting for its development permits.

 

Net cash used in financing activities during Fiscal 2024, was $131,095 (Fiscal 2023 - $127,797).

 

C.       Research and Development, Patents and Licenses

The Company has not conducted any Research and Development activities for the last three years, nor is it dependent upon any patents or licenses.

 

D.       Trend Information

Mexico’s gold and silver exploration and development sector offer significant geological potential but is subject to several regulatory and operational uncertainties. As the world’s largest silver producer and a significant gold supplier, Mexico benefits from favourable long-term commodity demand fundamentals, including gold’s role as a safe-haven asset during periods of economic uncertainty and silver’s increasing industrial use in technologies such as solar energy systems, electric vehicles, artificial intelligence infrastructure and 5G networks.

 

However, recent changes and ongoing uncertainty in Mexico’s mining regulatory framework may increase the jurisdictional risks associated with the significant capital investment and long development timelines required for mineral exploration and mine development. Regulatory uncertainty may affect the timing, permitting and overall viability of certain projects. While projects with strong technical, environmental and community support may continue to attract investment, investors may increasingly favour jurisdictions with greater regulatory stability. As a result, companies operating in Mexico may face higher financing costs, more limited access to capital and increased project development risk.

 

E.       Critical Accounting Estimates

Not applicable.

 

Item 6. Directors, Senior Management and Employees

 

A.       Directors and Senior Management

 

Table No. 1 lists the directors of the Company as of March 19, 2026. The directors have served in their respective capacities since their election and/or appointment and will serve until the next annual general meeting of the Company or until a successor is duly elected, unless the office is vacated in accordance with the Articles of the Company. All directors are residents and citizens of Canada with the exception of Alfredo Phillips, who is a resident and citizen of Mexico.

 

Table No. 1

Directors of the Company

 

Name and Jurisdiction of Residence	Age	Date First Elected or Appointed
James Duane Poliquin, B.C. Canada	85	February 1, 2002(4)
Morgan Poliquin, B.C. Canada	54	February 1, 2002(4)
Kevin O’Kane(1)(3) MB, Canada	66	March 31, 2021
Alfredo Phillips(1)(2)(3) CDMX, Mexico	64	March 31, 2021
Michael Kosowan (1)(2) ON, Canada	55	June 26, 2025

⁽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

 

Duane Poliquin was a director of Almaden Resources Corporation since September 1980 and Morgan Poliquin since June 1999. Duane Poliquin was a director of Fairfield Minerals Ltd. since June 1996.

 

Table No. 2 lists the Executive Officers of the Company as of March 19, 2026. The Executive Officers serve at the pleasure of the Board, subject to the terms of executive compensation agreements hereinafter described. All Executive Officers are residents British Columbia, Canada and citizens of Canada.

 

Table No. 2

Executive Officers of the Company

Name	Position	Age	Date First Appointed
James Duane Poliquin	Chair of the Board	85	February 1, 2002 (1)
Morgan Poliquin	Vice Chair(2) (formerly President and Chief Executive Officer)	54	March 1, 2007
Korm Trieu	Chief Financial Officer & Corp. Secretary	60	May 30, 2011
Douglas McDonald	President and Chief Executive Officer(2) (formerly Executive Vice-President)	57	September 22, 2014
John A. Thomas	Vice-President, Project Development	78	September 9, 2019

⁽¹⁾ Date of issue of the Certificate of Amalgamation

⁽²⁾ Effective October 2, 2025

 

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

 

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

 

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

 

Kevin O'Kane is a registered professional engineer with more than 40 years of experience in the global mining industry, his principal occupation during the preceding five years. He has held executive positions with BHP in South America, including Project Director, Vice President of Health, Safety and Environment, and Asset President. Most recently, Mr. O’Kane held the position of Executive Vice-President and Chief Operating Officer for SSR Mining Inc (2018 - 2020). and is a former Director of SolGold PLC. He holds the ESG Competent Boards Certificate and Global Competent Boards Designation (GCB.D). He is fluent in Spanish and brings a wealth of technical, operational and HSCE leadership combined with Latin American knowledge to Almaden’s Board. Mr. O’Kane also serves on the Boards of IAMGOLD Corporation, NorthIsle Copper and Gold Inc and Compañía Minera Autlán, S.A.B. de C.V. (Mexico).

 

Alfredo Phillips is a seasoned business executive in Mexican primary industries, his principal occupation during the preceding five years. As of July 2025, he serves as Strategic Stakeholder Management Consultant to Orla Mining in Mexico. Previously, he served as the Vice President of Corporate Affairs and National Director for Mexico at Argonaut Gold Inc. In October 2023, he started advising Argonaut Gold on the sale of their Mexican assets and permitting needs until the purchase of the assets by Heliostar in October of 2024. He also advised NewGold on a program to build their reputation as a world-class mine closure for their San Luis Potosí Cerro San Pedro project. Prior to this position, he served as Head of Governmental Affairs in Mexico at Arcelor Mittal, the world’s largest integrated steel producer, and in a similar capacity for Torex Gold for close to seven years. Mr. Phillips is a member of the new Mining Commission of the Canadian Chamber of Commerce and was, until recently, Vice President of the Mining Task Force (previously President of the same Task Force). He continues to serve on the Chamber's Board and was the founding Chairman of the Guerrero Mining Cluster in 2016. In the academic world, he is currently Dean of Lifelong Learning and Graduate Studies at a new liberal arts college, Universidad de la Libertad, in Mexico City, and was previously Dean for Student Attraction, Marketing, and Communications. He currently teaches Negotiation and Conflict Resolution and Smart Skills (Behavioral Economics), and has also taught Expressive Clarity and Leadership and High-Performing Teams. He also serves on the board of directors of the Latin American and Caribbean Council on Renewable Energy (LAC-CORE) and Naturalia AC, an environmental NGO (partnering with the Nature Conservancy and the US National Park Service-Borderlands Restoration Network). Mr. Phillips received a B.Sc. in Actuarial Mathematics from Anahuac University in Mexico City and a Master’s in Public Administration from the Kennedy School of Government at Harvard University.

 

Michael Kosowan is an industry expert with over 30 years of experience in the junior mining sector. Mr. Kosowan is a qualified mining engineer and has worked for a number of historical top-tier Canadian mining companies such as Placer Dome, Falconbridge and Inco, and as an Exploration Manager for Juniors such as Atapa Minerals in Indonesia and Peru. From 2000, Mr. Kosowan led mining investments and financings in the USA and Canada through his work with Sprott Private Wealth and Sprott Global Resources Inc prior to transitioning to work in the public issuer markets. He holds a Master’s of Applied Science degree in addition to being a mining engineer (P.Eng.). Mr. Kosowan currently serves as a director of TDG Gold Corp., Eminent Gold Corp, and Torq Resources Inc.

 

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 25 years in corporate finance, administration and tax services, primarily in the natural resource, financial service and real estate sectors. From 2008-2011, he served as Vice President Finance for Sprott Resource Lending Corp. where he oversaw the Finance and Administration departments of a natural resource lending company. Mr. Trieu spends all of his business time on the affairs of the Company along with Azucar and Almadex, of which he is also the CFO and Corporate Secretary, his principal occupation during the preceding five years.

 

Douglas McDonald holds a Bachelor of Commerce degree and an M.A.Sc. specializing in mineral economics from the University of British Columbia and has over 25 years of experience in the resource, foreign trade and resource policy arenas. Prior to joining Almaden, he worked with an investment dealer where he advised numerous mineral resource companies regarding M&A opportunities and assisted them in accessing capital markets. He also spent 5 years as a Foreign Service officer with the Canadian government, where he focused on international trade issues, primarily concerning their impact on the resources industry. Mr. McDonald spends all of his business time on the affairs of the Company.

 

John A. Thomas is a professional engineer, who holds a BSc, an MSc and a PhD in chemical engineering from the University of Manchester in the United Kingdom. He also received a diploma in accounting and finance from the U.K. Association of Certified Accountants. He has over 45 years of experience in the mining industry, including both base metal and precious metal projects in several countries including Brazil, Venezuela, Costa Rica, Russia, Kazakhstan, Canada and Zambia, his principal occupation during the preceding five years. His experience covers a wide range of activities in the mining industry from process development, management of feasibility studies, engineering and management of construction, and operation of mines. He served as VP Projects for Atlantic Gold for six years during which time he acted as a Qualified Person for the construction of the Moose River Consolidated Mine.

 

There are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any such director or executive officer was selected as a director or executive officer. Duane Poliquin, Chair of the Board and Director, is the father of Morgan Poliquin, Vice Chair and Director.

 

B.       Compensation

For the purposes of this document, “executive officer” of the Company means an individual who at any time during the year was the CEO, President, Executive Vice President or CFO of the Company; any Vice-President in charge of a principal business unit, division or function; and any individual who performed a policy-making function in respect of the Company.

 

Set out below are particulars of compensation paid to the following persons (the “Named Executive Officers” or “NEOs”) for the fiscal year ended December 31, 2025:

 

1.

the CEO;

2.

the CFO;

3.

each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and

4.

any individual who would be a NEO under paragraph (3) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of that financial year.

 

The Company has no pension, defined contribution, or deferred compensation plans for its directors, executive officers or employees.

 

During Fiscal 2025, the Chair was remunerated at his base salary of $144,000 per annum, and the prior CEO was remunerated at his base salary of $345,000 per annum. The prior CEO’s employment contract included terms for two additional successive terms of 24 months each (the “Extended Term”) ending January 29, 2019. Subsequently, both the prior CEO’s and Chair’s employment contracts were amended to remove the Extended Term thereby making their terms indefinite. On September 1, 2022, the Chair agreed to forfeit $177,200 of the total $256,000 unpaid deferred salary. The remaining amount of $78,800 was paid on December 15, 2022. On October 2, 2025, the prior CEO resigned and was appointed Vice Chair of the Company.

 

During Fiscal 2025, the CFO and the Executive Vice-President were remunerated at their base salary of $250,000 CAD and $250,000 CAD, respectively. On October 2, 2025, the Executive Vice-President was appointed President and CEO of the Company and his renumeration increased to $265,000 CAD per annum. The President and CEO allocates 100% of his renumeration to the Company.

 

Under Administrative Services Agreements between the Company and each of Azucar and Almadex, the Company provides management services to Azucar and Almadex. Azucar compensates the Company 11% (2024 – 8%) of any shared personnel remuneration and office overhead expenses, while Almadex compensates the Company 66% (2024 – 66%) of any shared personnel remuneration and office overhead expenses. Therefore, Almaden currently recovers 77% (2024 – 74%) of the shared overhead expenses.

 

 

Prior to June 30, 2025, all non-management Directors were compensated $15,000 (2024 - $30,000) yearly. The Chair of the Audit Committee and the Chair of the Compensation Committee are compensated an additional $10,000 (2024 - $10,000) and $5,000 (2024 - $5,000) per year respectively. The Chair of the Nominating and Corporate Governance Committee is not compensated (2024 - $Nil). The Compensation Committee also recommended that, with respect to Director stock options, up to 800,000 options be granted to each non-management Director. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board. The Board may award special remuneration to any director undertaking any special services on behalf of the Company other than services ordinarily required of a director. Other than as indicated in Table No. 3 below and effective July 1, 2025, no director received any compensation for their services as a director, including committee participation and/or special assignments, or will receive compensation on termination.

 

Total compensation paid by the Company directly and/or indirectly to all directors and executive officers during Fiscal 2025 was $542,608 (Fiscal 2024 - $391,250) after recovery by the Company of 77% (2024 - 74%) of executive officer compensation pursuant to the terms of the Administrative Services Agreements between the Company and each of Azucar and Almadex.

 

Table No. 3

Summary Compensation Table

Annual Compensation

Long-Term Compensation Awards

Total

Restricted

Options/

Name,

Fiscal

Other Annual

Stock

SARS

LTIP

All Other

Total

Principle Position and

Year

Salary

Bonus

Compensation*

Awards

Granted

Payouts

Compensation

Compensation

Jurisdiction of Residence

(#)

Duane Poliquin

2025(1)(2)

$14,400

Nil

Nil

Nil

Nil

Nil

Nil

$14,400

Chair of the Board &

2024(1)(2)

$18,000

Nil

Nil

Nil

Nil

Nil

Nil

$18,000

Director, B.C, Canada

2023(1)(2)

$21,600

Nil

$103,500

Nil

915,000

Nil

Nil

$125,100

Morgan Poliquin (10)

2025(1)(2)

$34,500

Nil

Nil

Nil

Nil

Nil

Nil

$34,500

Vice Chair (former President, CEO)

2024(1)(2)

$34,500

Nil

Nil

Nil

Nil

Nil

Nil

$34,500

& Director, B.C, Canada

2023(1)(2)

$38,813

$11,644

$113,500

Nil

865,000

Nil

Nil

$163,957

Elaine Ellingham(6)

2025

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Director, ON, Canada

2024

Nil

Nil

Nil

Nil

Nil

Nil

$20,000(3)(4)

$20,000

2023

Nil

Nil

$66,000

Nil

450,000

Nil

$40,000(3)(4)

$106,000

Kevin O’Kane

2025

Nil

Nil

Nil

Nil

Nil

Nil

$15,000(3)

$15,000

Director, B.C, Canada

2024

Nil

Nil

Nil

Nil

Nil

Nil

$30,000(3)

$30,000

2023

Nil

Nil

$81,000

Nil

550,000

Nil

$30,000(3)

$111,000

Alfredo Phillips

2025

Nil

Nil

Nil

Nil

Nil

Nil

$17,500(3)(5)

$17,500

Director, CDMX, Mexico

2024

Nil

Nil

Nil

Nil

Nil

Nil

$32,500(3)(5)

$32,500

2023

Nil

Nil

$81,000

Nil

550,000

Nil

$35,000(3)

$116,000

Ria Fitzgerald(8)

2025

Nil

Nil

Nil

Nil

Nil

Nil

$20,000(3)(4)(5)

$20,000

Director, B.C, Canada

2024

Nil

Nil

Nil

Nil

Nil

Nil

$37,500(3)(4)(5)

$37,500

2023

Nil

Nil

$66,000

Nil

550,000

Nil

$35,000(3)(5)

$101,000

Michael Kosowan(9)

2025

Nil

Nil

$128,000

Nil

800,000

Nil

Nil

$128,000

Director, ON, Canada

Korm Trieu

2025(1)(2)

$62,500

$75,000

Nil

Nil

Nil

Nil

Nil

$137,500

Chief Financial Officer,

2024(1)(2)

$68,750

Nil

Nil

Nil

Nil

Nil

Nil

$68,750

B.C, Canada

2023(1)(2)

$75,000

$26,250

$76,000

Nil

540,000

Nil

Nil

$177,250

Douglas McDonald (11)

2025(1)(2)

$178,708

$125,000

Nil

Nil

Nil

Nil

Nil

$303,708

President and CEO (former Executive Vice President)

2024(1)(2)

$150,000

Nil

Nil

Nil

Nil

Nil

Nil

$150,000

B.C, Canada

2023(1)(2)

$150,000

$75,000

$73,000

Nil

525,000

Nil

Nil

$298,000

John A. Thomas (7)

2025

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Vice President, Project

2024

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Development, B.C, Canada

2023

$50,588

Nil

$42,000

Nil

300,000

Nil

Nil

$92,588

*

Other Annual Compensation is the fair value of options granted calculated using the Black-Scholes option pricing model at grant date.

(1)

Azucar has compensated the Company, 5% during Fiscal 2023, and 8% during Fiscal 2024 and 11% during Fiscal 2025 of any shared personnel fees and/or wages. The above table reflects only the compensation for each individual paid by Almaden after recovery of such 5%, 8% or 11% from Azucar.

(2)

Almadex has compensated the Company, 66% during Fiscal 2023, 66% during Fiscal 2024 and 66% during Fiscal 2025 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 66%, 66% or 66% from Almadex.

(3)

Director’s fees.

(4)

Audit Committee Chair’s fees.

(5)

Compensation Committee Chair’s fees.

(6)

Elaine Ellingham ceased to be a Director of the Company on June 26, 2024.

(7)

John A. Thomas is compensated at a rate of $5,000 per month pursuant to his Independent Contractor Agreement dated July 1, 2019. Effective December 1, 2023, Mr. Thomas has agreed suspend his fees until further notice.

(8)

Ria Fitzgerald ceased to be a Director of the Company on June 26, 2025.

(9)

Michael Kosowan commenced as a Director of the Company effective June 26, 2025.

(10)

Morgan Poliquin resigned as CEO and was appointed as Vice Chair of the Company effective October 2, 2025.

(11)

Douglas McDonald resigned as Executive Vice President and was appointed as President and CEO effective October 2, 2025.

 

Remuneration on Termination

 

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

 

(1)

Chair

 

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

 

	(a)	voluntarily by the Executive, upon at least three (3) months prior written notice of termination by the Executive to the Company; or
	(b)	without Cause, upon at least three (3) months prior written notice of termination by the Company to the Executive; or
	(c)	by the Company for Cause; or
	(d)	upon the death or disability of the Executive; or
	(e)	upon retirement by the Executive.

 

Termination by the Executive Voluntarily or by the Company for Cause

 

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

 

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

 

(a)

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

(b)

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

(c)

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

(d)

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

 

Termination by the Company Without Cause

 

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

 

Termination by Death or Disability

 

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

 

Termination Following Change in Control

 

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

 

(i)

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

 

(ii)

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

 

(iii)

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

(iv)

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

 

Notwithstanding any other provisions in the DP Agreement regarding termination, if any of the events described above constituting a Change in Control shall have occurred during the Term, upon the termination of the Executive’s employment (unless such termination is because of the Executive’s Death or Disability, by the Company for Cause or by the Executive other than for “Good Reason”, as defined below) the Executive shall be entitled to and will receive no later than the fifteenth (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, 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)

Vice Chair (former President & CEO)

 

The Executive Employment Contract dated January 29, 2013, as amended by Amending Agreement dated April 1, 2016, Second Amending Agreement dated January 1, 2019 and Third Amending Agreement dated October 2, 2025 (the “MP Agreement”) between the Company and Morgan Poliquin (the “Executive” under the MP Agreement) will terminate or may be terminated for any one of the following reasons:

 

(a)

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

(b)

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

(c)

by the Company for cause; or

(d)

upon the death or disability of the Executive; or

(e)

upon retirement by the Executive.

 

Termination by the Executive Voluntarily or by the Company for Cause

 

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

 

Cause to terminate the Executive’s employment shall mean:

 

(a)

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

 

(b)

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

(c)

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

(d)

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

 

Termination by the Company Without Cause

 

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

 

Termination by Death or Disability

 

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

 

Termination Following Change in Control

 

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

 

(i)

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

 

(ii)

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

 

(iii)

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

 

(iv)

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

 

Notwithstanding any other provisions in the MP Agreement regarding termination, if any of the events described above constituting a Change in Control shall have occurred during the Term, upon the termination of the Executive’s employment (unless such termination is because of the Executive’s death or disability, by the Company for cause or by the Executive other than for “Good Reason”, as defined below) the Executive shall be entitled to and will receive no later than the fifteenth (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 CIC Location to a location more than fifty (50) miles away from the CIC Location, or the Company’s requiring the Executive to be based more than fifty (50) miles away from the CIC Location (except for requiring travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations prior to the Change in Control);

 

(iv)

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

 

(v)

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

 

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

 

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

 

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

 

(3)

CFO

 

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

 

(a)

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

(b)

by the Company for cause; or

	(c)	without cause, upon payment of twelve (12) months of the Employee’s then current Base Salary to the Employee; or
	(d)	upon the physical and/or mental impairment of the Employee.

 

Termination by the Employee Voluntarily or by the Company for Cause

 

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

 

Cause to terminate the Employee’s employment shall mean:

 

(a)

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

(b)

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

(c)

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

(d)

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

 

Termination by the Company Without Cause

 

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

 

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

 

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

 

Termination Following Change in Control

 

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

 

(i)

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

 

(ii)

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

 

(iii)

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

(iv)

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

 

Notwithstanding any other provisions in the KT Agreement regarding termination, if any of the events described above constituting a Change in Control shall have occurred during the course of the KT Agreement, upon the termination of the Employee’s employment (unless such termination is because of the Employee’s Death or Disability, by the Company for cause or by the Employee other than for “Good Reason”, as defined below) the Employee shall be entitled to and will receive no later than the fifteenth (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 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)

President and CEO (Former Executive Vice President)

 

The Employment Agreement dated September 22, 2014 as amended by a second Amending Agreement dated April 1, 2016 and as amended by a third Amended and Restated Employment Agreement dated October 2, 2025 (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 eighteen (18) 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; or

(e)

any other misconduct that would constitute just cause under the common law.

 

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 upon the agreement of the Company and the Employee, a severance payment equal to eighteen (18) 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 without cause.

 

Termination Following Change in Control

 

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

 

(i)

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

 

(ii)

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

 

(iii)

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

 

(iv)

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

 

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

 

(iv)

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

 

(v)

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

 

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

 

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

 

(5)

Vice President, Project Development

 

The Independent Contractor Agreement dated July 1, 2019 (the “JT Agreement”) between the Company and John A. Thomas (the “Contractor” under the JT Agreement) may be terminated for any one of the following reasons:

 

a.

by Contractor, at any time, without cause or reason, upon 30 days written notice to the Company;

b.

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

c.

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

d.

by the Company, at any time, without cause or reason, upon 30 days written notice to Contractor;

 

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

 

Stock options

Incentive stock options to purchase securities from the Company are granted to directors, executive officers, employees and consultants of the Company on terms and conditions acceptable to the regulatory authorities in Canada, notably the TSXV, 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 TSXV guidelines and cannot be less than the Discounted Market Price on the date of the grant. Discounted Market Price is the last closing price of the listed shares before the date of the grant of the stock option. 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 2025, Fiscal 2024 and Fiscal 2023 vested on the date granted. Under the requirements of the TSXV, all unallocated options under the Plan must be approved by the Board, including a majority of the unrelated directors, and by the shareholders every year after the institution of the Plan. Insiders and affiliates of insiders entitled to receive a benefit under the Plan are not entitled to vote for such approval. The Plan received its most recent approval on June 26, 2025.

 

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 19, 2026 are set forth in Table No. 4, as well as the number of options granted to directors, executive officers, employees and consultants as a group.

 

Table No. 4

Stock Options Outstanding

Name	# Options Outstanding & Exercisable	Exercise Price CDN$	Expiry Date
Duane Poliquin	500,000	0.33	06/10/2027
Chair of the Board & Director	200,000	0.30	10/04/2027
	100,000	0.33	12/16/2027
	350,000	0.16	7/10/2028
	265,000	0.18	9/19/2028
Morgan Poliquin	375,000	0.38	03/07/2027
Vice Chair & Director	1,200,000	0.33	06/10/2027
(former President & Chief Executive Officer)	200,000	0.30	10/04/2027
	300,000	0.33	12/16/2027
	250,000	0.30	02/14/2028
	600,000	0.16	7/10/2028
	315,000	0.18	9/19/2028
Alfredo Phillips	250,000	0.33	06/10/2027
Director	500,000	0.26	04/03/2028
	50,000	0.16	07/10/2028
Kevin O’Kane	250,000	0.33	06/10/2027
Director	500,000	0.26	04/03/2028
	50,000	0.16	07/10/2028
Michael Kosowan	800,000	0.25	08/09/2030
Director
Korm Trieu	250,000	0.38	03/07/2027
Chief Financial Officer &	225,000	0.33	06/10/2027
Corporate Secretary	100,000	0.30	10/04/2027
	30,000	0.33	12/16/2027
	125,000	0.30	02/14/2028
	200,000	0.26	04/03/2028
	100,000	0.16	07/10/2028
	115,000	0.18	09/19/2028
Douglas McDonald	250,000	0.38	03/07/2027
President & CEO	20,000	0.33	06/10/2027
(former Executive Vice President)	100,000	0.30	10/04/2027
	255,000	0.33	12/16/2027
	75,000	0.30	02/14/2028
	250,000	0.26	04/03/2028
	100,000	0.16	07/10/2028
	100,000	0.18	09/19/2028
John A. Thomas	150,000	0.30	02/14/2028
Vice President, Project Development	150,000	0.18	09/19/2028
Total Directors/Officers (8 persons)	9,650,000
Total Employees/Consultants (8 persons)	1,985,000
Total Directors/Officers/Employees/Consultants	11,635,000

 

No funds were set aside or accrued by the Company during Fiscal 2025 to provide pension, retirement or similar benefits for directors or executive officers.

 

General

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

 

Corporate Governance

 

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

 

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

 

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

 

Executive Officer Position Descriptions

 

Chair of the Board (‘Chair’)

 

Responsibilities:

-

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

-

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

-

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

-

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

 

Vice Chair of the Board (‘Vice Chair’)

 

Responsibilities:

-

Assists the Board and CEO on 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.

-

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

-

Oversees relationships with the stakeholders of ensuring the Company’s activities are of benefit to all.

 

Chief Executive Officer (‘CEO’)

 

Reports to:

 

The Board of Directors of the Company

 

Responsibilities:

-

Directs and oversees all business, financing and operation activities of Almaden, which shall relate exclusively to the Arbitration, unless otherwise directed by the Board.

-

Monitoring and managing the Arbitration, including providing overall direction with respect to the Arbitration for the Company and its subsidiaries, and including in accordance with the LMA.

-

Updating the Board with respect to the status of the Arbitration, including providing written reports.

 

-

Representing and speaking on behalf of Almaden with securities regulators, legal and technical experts, shareholders, government representatives, potential investors and other members of the industry.

 

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, Project Development

 

Reports to:

The CEO of the Company

 

Responsibilities:

The Vice President, Project Development is responsible for:

-

Planning and managing the construction of the Ixtaca Project;

-

Developing and overseeing the implementation of all required Project execution systems and procedures including Project controls, procurement of contracts, engineering construction, quality assurance and quality control;

-

Ensuring the Project objectives, scope and plan are well defined and understood by the Project team and stakeholders;

-

Ensuring the compliance with health, safety, environmental and community regulations and corporate standards;

-

Developing and recommending production strategies, together with capital budget and operating budget requirements to optimize short and long-range production capabilities while minimizing exposure to economic and environmental risk;

-

Overseeing all site activities, site services, construction, pre-commissioning and commissioning;

-

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

 

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

 

Mandate of the Board

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

 

(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, 2025 there were six (6) meetings of the Board. The frequency of meetings as well as the nature of agenda items change, depending upon the state of the Company’s affairs and in light of opportunities or risks which the Company is subject to. Table No. 5 indicates the number of meetings attended by each director.

 

Table No. 5

Meetings Attended

 

Director	Attended	Meetings
Duane Poliquin	6	6
Morgan Poliquin	6	6
Alfredo Phillips	6	6
Kevin O’Kane	6	6
Michael Kosowan(1)	2	2
Ria Fitzgerald(2)	4	4

(1)

Appointed as a Director on June 26, 2025

(2)

Ceased to be a Director on June 26, 2025

 

All directors of the Company attended all Board meetings held after they were appointed to the Board.

 

The Chair is the chair of meetings of the Board of directors and is not an independent director. Meetings of the independent members of the Board may be held periodically as convened by the independent Board members. In Fiscal 2025, six (6) meetings of the independent Board members were convened.

 

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

 

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

 

Board Assessment

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

 

Composition of the Board

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

 

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. The current Board is composed of five members. The Board has determined that a majority of directors, namely 3 directors, are independent - Kevin O’Kane, Alfredo Phillips and Michael Kosowan. Two directors – Duane Poliquin and Morgan Poliquin – are not independent because, in addition to their being the Chair and Vice Chair of the Company, respectively, they each have Executive Employment Contracts with the Company and, therefore, they each have a material relationship with the Company. The basis for determination of independence is under Canadian Securities Administrators’ National Instrument NI 52-110 - Audit Committees (“NI 52-110”).

 

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

 

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

 

Board Committees

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

 

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

 

Audit Committee

The full text of the initial Audit Committee Charter is an exhibit to the 2003 Annual Report on Form 20-F filed with the Commission on May 11, 2004. After review, the Charter was altered to more properly define the functions of the Audit Committee. The revised Audit Committee Charter is an exhibit to the 2005 Annual Report on Form 20-F filed with the Commission on March 30, 2006.

 

The members of the Audit Committee are Kevin O’Kane, Michael Kosowan and Alfredo Phillips, all of whom are independent (on the basis determined as set forth above) and “financially literate” within the meaning of NI 52-110, in that each of them has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. The members of the Audit Committee have the respective education and experience set out below that is relevant to the performance of such member’s responsibilities as an Audit Committee member:

 

Kevin O'Kane is a registered professional engineer with nearly 40 years of experience in the global mining industry. He has held executive positions with BHP in South America, including Project Director, Vice President of Health, Safety and Environment, and Asset President. Most recently, Mr. O'Kane held the position of Executive Vice-President and Chief Operating Officer for SSR Mining Inc. He holds the ESG Competent Boards Certificate and Global Competent Boards Designation (GCB.D), achieved in 2021. He is fluent in Spanish and brings a wealth of technical, operational and HSCE leadership combined with Latin American knowledge to Almaden's Board. Mr. O’Kane also serves on the Boards of IAMGOLD, NorthIsle Copper and Gold Inc. and Compañía Minera Autlán, S.A.B. de C.V. (Mexico).

 

Michael Kosowan is a registered professional engineer with over 25 years of experience in the junior mining sector. Mr. Kosowan has led mining investments and financings in the USA and Canada through his work with Sprott Private Wealth and Sprott Global Resources Inc. He holds a Master’s of Applied Science degree in addition to being a mining engineer (P.Eng.). Mr. Kosowan currently serves as a director of Eminent Gold Corp, TDG Gold Corp. and Torq resources Inc..

 

Alfredo Phillips is a seasoned business executive in the Mexican mining industry and has held senior executive positions at various private and government organizations. Mr. Phillips has a B.Sc. in Actuarial Mathematics from Anahuac University in Mexico City and a master’s in public administration from the Kennedy School of Government at Harvard University.

 

The Audit Committee met four (4) times during Fiscal 2025.

 

Nominating and Corporate Governance Committee

The members of the Nominating and Corporate Governance Committee are Morgan Poliquin, Kevin O’Kane, and Alfredo Phillips. The Nominating and Corporate Governance Committee met four (4) times during Fiscal 2025. The full text of the initial Corporate Governance Charter is an exhibit to the 2003 Annual Report on Form 20-F filed with the Commission on May 11, 2004. After review, the Responsibilities and Duties of the Nominating and Corporate Governance Committee were altered to more properly define the functions of the Nominating and Corporate Committee. The revised Responsibilities and Duties is an exhibit to the 2005 Annual Report on Form 20-F filed with the Commission on March 30, 2006.

 

Compensation Committee

The members of the Compensation Committee are Alfredo Phillips , Kevin O’Kane, and Duane Poliquin. The Compensation Committee met four (4) times during Fiscal 2025 with Alfredo Phillips, Kevin O’Kane and Duane Poliquin attending all four (4) meetings. The Responsibilities and Duties of the Compensation Committee is an exhibit to the 2005 Annual Report on Form 20-F filed with the Commission on March 30, 2006.

 

Orientation and Continuing Education

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

 

Director Term Limits and other Mechanisms of Board Renewal

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

 

Policies Regarding the Representation of Women on the Board

There are currently no women on the Company’s Board. The Company plans to adopt a written policy with respect to the identification and nomination of women directors (the “Diversity Policy”). The Diversity Policy will require that the Board consider diversity on the Board from a number of aspects, including but not limited to gender, age, ethnicity and cultural diversity. In addition, when assessing and identifying potential new members to join the Board or the Company’s executive team, the Board will consider the current level of diversity on the Board and the executive team. As the Diversity Policy has not yet been adopted, the Company is not yet able to measure its effectiveness.

 

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

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

 

Consideration Given to the Representation of Women in Executive Officer Appointments

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

 

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

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

 

Number of Women on the Board and in Executive Officer Positions

As at the date of this Annual Report, no women are on the Company’s board of directors or an executive officer.

 

Decisions Requiring Board Approval

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

 

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

 

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

 

Communications and Investor Relations

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

 

(a)

Controls the communications between the Company and its external stakeholders;

(b)

Complies with its continuous and timely disclosure obligations;

(c)

Avoids selective disclosure of Company information;

	(d)	Protects and prevents the improper use or disclosure of material information and confidential information;
	(e)	Educates the Company’s personnel on the appropriate use and disclosure of material information and confidential information;

(f)

Fosters and facilitates compliance with applicable laws; and

(g)

Creates formal Disclosure Officers to help achieve the above objectives.

 

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

 

Ethical Business Conduct

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

 

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

 

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

 

D.       Employees

As of December 31, 2025 and continued through to March 19, 2026, the Company operated with seven people in Canada, of which five are administrative personnel and two are exploration personnel. There are no full-time employees in the U.S. or Mexico. None of the Company’s employees are covered by a collective bargaining agreement.

 

E.       Share Ownership

Table No. 6 lists, as of March 19, 2026, directors and executive officers who beneficially own the Company's voting securities (Common Shares) and the amount of the Company’s voting securities owned by the directors and executive officers as a group.

 

Table No. 6

Shareholdings of Directors and Executive Officers

Title of		Amounts and Nature of	Percent of
Class	Name of Beneficial Owner	Beneficial Ownership	Class*
Common	Duane Poliquin	4,873,136(1)(9)	3.51%
Common	Morgan Poliquin	5,001,893(2)(9)	3.56%
Common	Kevin O’Kane	800,000(3)	0.58%
Common	Alfredo Phillips	800,000(4)	0.58%
Common	Michael Kosawan	1,353,700(5)	0.98%
Common	Korm Trieu	1,225,144(6)	0.88%
Common	Doug McDonald	1,274,401(7)	0.92%
Common	John A. Thomas	300,000(8)	0.22%
	Total Directors/Officers as group	15,628,274	11.23%

(1)

Of these shares 1,415,000 represent currently exercisable stock options.

(2)

Of these shares 3,240,000 represent currently exercisable stock options. 83,600 of these shares are held indirectly through Kohima Pacific Gold Corp., a company owned by Mr. Poliquin.

(3)

Of these shares 800,000 represent currently exercisable stock options.

(4)

Of these shares 800,000 represent currently exercisable stock options.

(5)

Of these shares 800,000 represent currently exercisable stock options.

(6)

Of these shares 1,145,000 represent currently exercisable stock options. 7,500 of these shares are held indirectly by Mr. Trieu’s wife.

(7)

Of these shares, 1,150,000 represent currently exercisable stock options. 7,500 of these shares are held indirectly by Shari Investments, an entity controlled by Mr. McDonald.

(8)

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

(9)

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

*Based on 137,363,181 shares outstanding as of March 19, 2026 and stock options and warrants exercisable within 60 days held by each beneficial owner.

 

F.       Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

 

Not applicable.

 

Item 7. Major Shareholders and Related Party Transactions

 

A.       Major Shareholders

 

The Company is a publicly owned Canadian company, the shares of which are owned by residents of the U.S., residents of Canada and other foreign residents. To the extent known by the directors and executive officers of the Company, the Company is not directly or indirectly owned or controlled by another company. Table No. 7 lists, as of March 19, 2026, the only persons or companies beneficially owning more than 5% of the Company’s voting securities (Common Shares).

 

Table No. 7

Shareholdings of Beneficial Owners

Title of		Amounts and Nature of	Percent of
Class	Name of Beneficial Owner	Beneficial Ownership	Class*
Common	Duane Poliquin	4,873,136(1)(3)	3.51%
Common	Morgan Poliquin	5,001,893(2)(3)	3.56%

(1)

Of these shares 1,415,000 represent currently exercisable stock options.

(2)

Of these shares 3,240,000 represent currently exercisable stock options. 83,600 of these shares are held indirectly through Kohima Pacific Gold Corp., a company owned by Mr. Poliquin.

(3)

Pursuant to a Voting Trust Agreement (Exhibit 3 to this Annual Report on Form 20-F), Duane Poliquin and Morgan Poliquin (the “Trustees”) jointly hold voting power over any of the Company’s common shares legally and beneficially owned by Mr. Ernesto Echavarria, a resident of Mexico. On August 10, 2015, Mr. Echavarria, who is not an executive officer or director of the Company, made a filing with SEDI, Canada’s on-line, browser-based service for the filing and viewing of insider reports as required by various provincial securities rules and regulations, disclosing that his ownership of Almaden common shares had fallen below the 10% threshold for such reporting. Based on such filing, Mr. Echavarria hold less than 10% of the Company’s common shares.

*Based on 137,363,181 shares outstanding as of March 19, 2026 and stock options and warrants exercisable within 60 days held by each beneficial owner.

 

The Company's common shares are issued in registered form and the following information is from the Company’s registrar and transfer agent, Computershare Investor Services Inc. located in Vancouver, British Columbia and Toronto, Ontario, Canada.

 

On February 28, 2026, the shareholders' list for the Company’s common shares showed 204 registered shareholders, including depositories, and 137,363,181 shares outstanding. 170 of these registered shareholders are U.S. residents, owning 38,479,279 shares representing 28% of the issued and outstanding common shares. 23 of these registered shareholders are Canadian residents, owning 94,038,523 shares representing 68% of the issued and outstanding common shares. 11 of these registered shareholders are of other countries, owning 4,845,379 shares representing 4% of the issued and outstanding common shares.

 

B.

Related party transactions

 

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

 

(a)

Compensation of key management personnel

Key management includes members of the Board, the Chair, the Vice Chair (formerly President and Chief Executive officer), the President & CEO (formerly Executive VP), the Chief Financial Officer and the Vice President, Project Development. The aggregate compensation paid or payable to key management for services is as follows, after recovery of 11% (2024 – 8%, 2023 – 5%) of executive officer compensation from Azucar and 66% (2024 – 66%, 2023 – 66%) of executive officer compensation from Almadex:

 

		February 28, 2026				December 31, 2025				December 31, 2024				December 31, 2023
Professional fees		$	—			$	—			$	—			$	50,588
Salaries and benefits (1)			63,358				490,108				271,250				398,307	(1)
Share-based payments			—				128,000				—				702,000
Directors’ fees			—				52,500				120,000				140,000
		$	63,358				670,608				391,250				1,290,895

 

(1)

As at December 31, 2023, the Company accrued cash bonuses to related parties of $112,894 that is included in trade and other payables.

 

(b)

Administrative Services Agreements

 

The Company recovers a portion of rent, office and license expenses from Azucar pursuant to an Administrative Services Agreement dated May 15, 2015 and First Amending Agreement dated December 16, 2015 between the Company and Azucar.

 

The Company also recovers a portion of rent, office, and license expenses from Almadex pursuant to an Administrative Services Agreement dated March 29, 2018 between the Company and Almadex.

 

During the year ended December 31, 2025, the Company received $168,900 (2024 - $117,868; 2023 - $75,853) from Azucar for administrative services fees included in other income and received $1,066,898 (2024 - $1,040,186; 2023 - $1,346,494) from Almadex for administrative services fees included in other income.

 

At December 31, 2025, included in accounts receivable is $33,584 (2024 - $29,170) due from Azucar and $243,211 (2024 - $193,155) due from Almadex in relation to expenses recoveries.

 

(c)       Other related party transactions

 

During the year ended December 31, 2025, the Company employed the Chair’s daughter for a salary of $41,300 less statutory deductions (2024 - $41,300; 2023 - $45,300) for marketing and administrative services provided to the Company.

 

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

 

C.       Interests of Experts and Counsel

 

Not applicable.

 

Item 8. Financial Information

 

A.       Consolidated Statements and Other Financial Information

 

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

 

Legal Proceedings

In April, 2015, an ejido community (“Ejido”), filed a lawsuit (“Lawsuit”) against Mexico (the President, Congress, Ministry of Economy, Directorate of Mines, Mining Registry Office), claiming that Mexico’s mineral title system was unconstitutional because Indigenous consultation was not required before the granting of mineral title. Under Mexican law, an ejido refers to a form of communal land tenure where a group of individuals, known as ejidatarios, collectively own and manage agricultural land.

 

The Ejido in question is a small, remote mountain village of approximately 150 residents, located at an altitude of 2,569 meters, a higher elevation than the Project. It is situated entirely outside the Project’s “area of influence” as defined in the Company’s environmental permit application of February, 2019, approximately 45 minutes to an hour by car from the Project site. The Ejido lands cover an area of approximately 330 hectares, in the southeastern portion of the mineral concessions which were owned by the Company and which underpinned the Project. The Lawsuit was supported by internationally funded non-governmental organizations.

 

Upon learning of the Lawsuit, Almaden immediately sought to relinquish approximately 7,000 hectares of its mineral title area including the portion overlapping with the Ejido lands, believing that this would address the Ejido’s concerns. The reduced title area was confirmed by the Mexican mining authorities in 2017. However, the Ejido appealed this reduction, and in late 2020 the Mexican courts confirmed that the Company was obligated to continue in its possession of the larger title area.

 

In 2018, President Lopez-Obrador (“AMLO”) came into power in Mexico. The AMLO regime is widely recognized as having been hostile to the mining industry, in particular foreign mining companies that owned or sought to develop mining projects in Mexico.

 

In 2022, Mexico’s Supreme Court (“SCJN”) ruled on the Lawsuit. In effect, the SCJN ruling concluded that the Mexican mining law was not unconstitutional, but that the Mexican mining authority (“Economia”) had improperly issued the Claimants’ mineral titles as it had not incorporated Mexico’s Indigenous consultation obligations into the mineral title issuance procedures. The SCJN required that the Company’s two mineral titles be suspended, in order that the Company’s mineral title applications, originally made in 2002 and 2008 and approved in 2003 and 2009, could be reissued by Economia after it complied with its Indigenous consultation obligations.

 

The rights endowed by the Company’s mineral titles were suspended in June, 2022, and the Company began working cooperatively with Economia to facilitate what it thought would be the first ever Indigenous consultation in Mexico in respect of the granting of mineral titles. In October, 2022 however, the head of Economia was replaced and the Company’s access to Economia ceased.

 

In February, 2023 Economia filed a notice with the courts charged with implementing the SCJN decision, seeking to deny the two mineral title applications retroactively. The notice claimed that the applications contained alleged de minimis technical faults, despite Economia’s acceptance of the mineral title applications and grant of the mineral titles in 2003 and 2009. By alleging such de minimis technical faults in the mineral title applications, Economia breached Mexican domestic law and international law to deny arbitrarily and pre-emptively the grant of the mineral titles and thereby avoid the Indigenous consultation ordered by the SCJN. Such consultation would have been welcomed by both the Company and community members living in the area of influence of the Project.

 

Despite the legal appeals of the Company and surrounding community members that Indigenous consultation should proceed, the Mexican courts endorsed Economia’s position. Therefore, the mineral rights underpinning the Project were definitively cancelled and reverted to the Government of Mexico, and Indigenous consultation never occurred.

 

The Company has suffered substantial harm arising out of Mexico’s conduct in breach of its investment protection obligations under the CPTPP, including (without limitation):

 

·

Economia’s reassessment of the original applications for the mineral titles holding them to be deficient and unfeasible, contradicting the position previously adopted by it, and violating the Company and its subsidiary’s right to amend or supplement the mineral title applications; and

·

the Mexican Secretariat of Environment and Natural Resources’ (Secretaría del Medio Ambiente y Recursos Naturales, “SEMARNAT”) delay in issuance and ultimate refusal to issue the environmental permit (Manifiesto de Impacto Ambiental) for the Ixtaca project.

 

The Claimants filed their Request for Arbitration in June, 2024, and the three-person arbitration panel has now been formed. Almaden filed its memorial documentation in March, 2025.

 

Dividends

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

 

B.       Significant Changes

 

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

 

Item 9. Offer and Listing of Securities

 

A.       Offer and Listing Details

 

The Company's common shares trade on TSXV in Toronto, Ontario, Canada having the symbol "AMM,” and until early April, 2024 on the NYSE American (formerly the NYSE MKT) in New York, New York, U.S.A. having the symbol “AAU” and CUSIP #020283107. On April 5, 2024 the Company announced that it had delisted from the NYSE American stock exchange, and its common shares began trading on the OTCQB Marketplace in the U.S., under symbol “AAUAF”.

 

B.       Plan of Distribution

 

Not applicable.

 

C.        Markets

 

See Item 9.A. - Offer and Listing Details.

 

On April 21, 2023, the Company announced receipt of a notification letter from the NYSE American LLC stating that Almaden is not in compliance with the continued listing standards because the Company’s securities have been selling for a low price per share for a substantial period of time which NYSE American determines to be a 30-trading-day average price of less than US$0.20 per share. Pursuant to Section 1003(f)(v) of the NYSE American Company Guide, the NYSE American staff determined that the Company’s continued listing is predicated on it effecting a reverse stock split of its common stock or otherwise demonstrating sustained price improvement within a reasonable period of time which the staff determined to be no later than October 19, 2023 (the “Cure Deadline”). On October 25, 2023 the Company announced that the Cure Deadline had been extended to April 19, 2024. On March 14, 2024, the Company announced that although it had requested consultations with Mexico under the CPTPP, Mexico had not proposed a date for these consultations. In view of this, and the Company’s wish to provide predictability to shareholders, it determined to voluntarily delist from the NYSE American exchange on April 4, 2024 and its common shares began trading on the OTCQB Marketplace in the U.S., under symbol “AAUAF”.

 

On August 12, 2025, the Company delisted from the TSX and migrated to the TSXV on the next business day under the symbol “AMM”.

 

Item 10. Additional Information

 

A.       Memorandum and Articles

 

At the Annual and Special General meeting of the Company held on May 18, 2005, shareholders passed appropriate resolutions to complete the transition procedures in accordance with the BCBCA, to increase the number of common shares which the Company is authorized to issue to an unlimited number of common shares and to cancel the Company’s Articles and adopt new Articles to take advantage of provisions of the BCBCA. The BCBCA was adopted in British Columbia on March 29, 2004 replacing the Company Act (the “Former Act”). The BCBCA requires the provisions formerly required in the Memorandum to be in the Articles. The BCBCA eliminates the requirement for a Memorandum.

 

The revised Articles are an exhibit to the 2005 Annual Report on Form 20-F filed with the Commission on March 30, 2006, and replaced the Memorandum and Articles as filed with the Commission on May 17, 2002.

 

Articles

The Company was formed through the amalgamation of Fairfield Minerals Ltd. and Almaden Resources Corporation effective December 31, 2001 under the Company Act of British Columbia (the “Company Act”). On March 29, 2004, British Columbia adopted the BCBCA to replace the Company Act. Companies registered under the Company Act are required to transition to the BCBCA. At the Annual and Special General meeting of the Company held on May 18, 2005, shareholders passed appropriate resolutions to complete the transition procedures to cancel the Company’s Articles and adopt new Articles, which includes an increase of the number of common shares which the Company is authorized to issue to an unlimited number of common shares. The Company’s new Articles became effective in June 2005 (the “Articles”).

 

The Articles contain no restrictions on the business the Company may carry on.

 

Under the Articles, if a director has a disclosable interest in a contract or transaction, such director is liable to account to the Company for any profits that accrue to the director as a result of the contract or transaction unless disclosure is made thereof and the contract or transaction is approved in accordance with the provisions of the BCBCA and a director is not entitled to vote on any director’s resolution to approve that contract or transaction unless all of the directors have a disclosable interest in that contract or transaction, in which case all of those directors may vote on such resolution.

 

A director may hold any office or place of profit with the Company in conjunction with the office of director, and no director shall be disqualified by their office from contracting with the Company. A director or such director’s firm may act in a professional capacity for the Company and a director or such director’s firm shall be entitled to remuneration for professional services. A director may become a director or other officer or employee of, or otherwise interested in, any company or firm in which the Company may be interested as a shareholder or otherwise. The director shall not be accountable to the Company for any remuneration or other benefits received by the director from such other company or firm unless the Company in general meeting directs otherwise.

 

Under the Articles the directors must manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers which are not required to be exercised by the shareholders, or as governed by the BCBCA. Under the Articles the directors may, by resolution, create and appoint one or more committees consisting of such member or members of their body as they think fit and may delegate to any such committee such powers of the Board as the Board may designate or prescribe.

 

The Articles provide that the quorum necessary for the transaction of the business of the directors may be fixed by the directors and if not so fixed shall be a majority of the directors. The continuing directors may, notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed pursuant to the Articles as the necessary quorum of directors, act only for the purpose of increasing the number of directors to that number, or of summoning a general meeting of the Company, but for no other purpose.

 

The Articles provide that the directors may, on behalf of the Company:

 

·

Borrow money in a manner and amount, on any security, from any source and upon any terms and conditions;

·

Issue bonds, debentures, and other debt obligations either outright or as security for any liability or obligation of the Company or any other person;

·

Guarantee the repayment of money by any other person or the performance of any obligation of any other person; and

·

Mortgage, charge, or give other security, on the whole or any part of the property or assets of the Company, both present and future.

 

There are no age limit requirements pertaining to the retirement or non-retirement of directors.

 

A director need not be a shareholder of the Company.

The Articles provide for the mandatory indemnification of Directors, Officers, former officers and directors, alternate directors, as well as their respective heirs and personal or other legal representatives, or any other person, to the greatest extent permitted by the BCBCA. The indemnification includes the mandatory payment of expenses and, in furtherance thereof, the Company is party to indemnification agreements with such individuals. The directors may cause the Company to purchase and maintain insurance for the benefit of eligible parties.

 

The rights, preferences and restrictions attaching to each class of the Company’s shares are as follows:

 

Common Shares

The authorized share structure of the Company consists of an unlimited number of common shares without par value. All the common shares of the Company are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets. Holders of common shares are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders. Holders of common shares are entitled to receive such dividends as may be declared from time to time by the Board of Directors, in its discretion, out of funds legally available therefor.

 

Upon liquidation, dissolution or winding up of the Company, holders of common shares are entitled to receive pro rata the assets of the Company, if any, remaining after payments of all debts and liabilities. No shares have been issued subject to call or assessment. There are no pre-emptive or conversion rights and no provisions for redemption or purchase for cancellation, surrender, or sinking or purchase funds.

 

The Directors may by resolution make any changes in the authorized share structure as may be permitted under Section 54 of the BCBCA, and may by resolution make or authorize the making of any alterations to the Articles and the Notice of Articles as may be required by such changes.

 

The Company may by ordinary resolution, create or vary special rights and restrictions as provided in Section 58 of the BCBCA. No alteration will be valid as to any part of the issued shares of any class unless the holders of all the issued shares of that class consent to the alteration in writing or consent by special separate resolution.

 

An annual general meeting shall be held once every calendar year at such time (not being more than 15 months after holding the last preceding annual meeting under the BCBCA nor more than 6 months from its preceding fiscal year end under the policies of the TSX) and place as may be determined by the Directors. The Directors may, as they see fit, convene an extraordinary general meeting. An extraordinary general meeting, if requisitioned in accordance with the BCBCA, shall be convened by the Directors or, if not convened by the Directors, may be convened by the requisitionists as provided in the BCBCA.

 

There are no limitations upon the rights to own securities.

 

There are no provisions in the Articles that would have the effect of delaying, deferring, or preventing a change in control of the Company.

 

There is no special ownership threshold above which an ownership position must be disclosed. However, any ownership level above 10% must be disclosed by news release and notices filed in accordance with Canadian Securities Laws and by notices to the TSX.

 

A copy of the Company’s new Articles is an exhibit to the 2005 Annual Report on Form 20-F filed with the Commission on March 30, 2006.

 

Shareholder Rights Plan

On April 13, 2011, the Company’s Board of Directors adopted a Shareholder Rights Plan Agreement (the “Rights Plan”) between the Company and Computershare Investor Services Inc. (“Computershare”) as Rights Agent. The Rights Plan was subsequently approved by the shareholders of the Company at the Annual General and Special Meeting held June 28, 2011, reconfirmed by the shareholders of the Company at the 2014 Annual General Meeting, amended and reconfirmed at the 2017 Annual General Meeting and reconfirmed at the 2020 Annual General Meeting. The primary objective of the Rights Plan is to ensure, to the extent possible, that all shareholders of the Company are treated fairly in connection with any take-over bid for the Company by (a) providing shareholders with adequate time to properly assess a take-over bid without undue pressure and (b) providing the Board with more time to fully consider an unsolicited take-over bid, and, if applicable, to explore other alternatives to maximize shareholder value.

 

The full text of the Rights Plan was filed under cover of Form 6-K with the Commission on April 15, 2011 and is also available on SEDAR and the Company’s website.

 

Advance Notice Policy

On January 28, 2013 the Company’s Board of Directors approved and adopted an Advance Notice Policy, as amended on May 1, 2015 (the “Policy”) which, among other things, includes a provision that requires advance notice to the Company in circumstances where nominations of persons for election to the Board of Directors are made by shareholders of the Company other than pursuant to: (i) a requisition of a meeting made pursuant to the provisions of the BCBCA: or (ii) a shareholder proposal made pursuant to the provisions of the BCBCA.

 

The Policy, among other things, fixes a deadline by which holders of record of common shares of the Company must submit director nominations to the Company prior to any annual or special meeting of shareholders and set forth the information that a shareholder must include in the notice to the Company for the notice to be in proper written form.

 

In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 nor more than 65 days prior to the date of the annual meeting; provided, however, that in the event the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10^th day following such public announcement.

 

In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Company must be made not later than the close of business on the 15^th day following the day on which the first public announcement of the date of the special meeting was made.

 

The full text of the Amended Advance Notice Policy is an exhibit to the 2017 Annual Report on Form 20-F filed with the Commission on March 29, 2018.

 

Multiple Voting Policy for Uncontested Elections of Directors

The Board believes that each of its members should carry the confidence and support of the Company’s shareholders and, accordingly, has adopted, effective May 15, 2017, an Amended Majority Voting Policy for the election of directors for non-contested meetings. The Amended Majority Voting Policy provides that, in a non-contested election of directors, voting will be by ballot and, if the number of shares “withheld” for any nominee exceeds the number of shares voted “for” the nominee, then, notwithstanding that such director is duly elected as a matter of corporate law, he or she shall, immediately following the date of the final scrutineer’s report on the ballot, tender his or her written resignation to the Chair of the Board. A “non-contested election” means an election where the number of nominees for director is not greater than the number of directors to be elected. Under the Amended Majority Voting Policy, the Board will consider such offer of resignation and shall make a determination whether or not to accept or reject the resignation no later than 90 days following the date of the applicable shareholders’ meeting and shall accept the resignation absent exceptional circumstances. The Board will promptly announce its decision via press release. If the Board determines not to accept the resignation, the press release must fully state the reasons for its decision. No director who is required to tender his or her resignation shall participate in any meeting of the Board at which the resignation is considered. If a resignation is accepted by the Board, and subject to any corporate law restrictions, the Board may leave any resulting vacancy unfilled until the Company’s next annual general meeting, or may appoint a new director to fill the vacancy who the Board considers to merit the confidence of the shareholders, or may call a special meeting of shareholders at which there will be presented a management nominee or nominees to fill the vacant position or positions.

 

The full text of the Amended Multiple Voting Policy is an exhibit to 2017 Annual Report on Form 20-F filed with the Commission on March 29, 2018.

 

B.        Material Contracts

 

The following is a summary of each material contract, other than contracts entered into in the ordinary course of business, to which we or any member of the group is a party, for the two years preceding the date of this Annual Report.

 

Gold Loan Agreement dated as of May 14, 2019 between the Company (the “Borrower”) and Almadex (the “Lender”). Almaden may borrow from Almadex up to 1,597 ounces of 99.99% purity gold bullion. Upon receiving a drawdown notice, the Lender will sell the requested gold and send the proceeds in US dollars to the Borrower. Interest will be at 10% per year, calculated monthly, either paid quarterly or accrued to the loan value. The loan, plus any accrued but unpaid interest, is due March 31, 2026 as the Borrower provided written notice to the Lender on March 12, 2024 to extend the maturity date. Furthermore, the Company agreed with Almadex to extend the maturity of the gold loan from March 31, 2026 to the earlier of March 31. 2030, or the receipt by Almaden or its subsidiary of any Claim Proceeds. In return for this amendment, in addition to its obligation to repay the gold loan, Almaden agreed to pay Almadex 2.0% of the gross amount of any Claim Proceeds that Almaden may receive as a result of the Claims, such repayment to be subordinate to amounts due under the LFA, and any additional legal and management costs.

 

Repayment of the Gold Loan may be in the form of gold or common shares of Almaden, and may include voluntary prepayment, with the form of repayment selected at the sole discretion of the Lender. A maximum of 11,172,671 common shares of Almaden are issuable for repayment of principal and interest, with any additional amounts due payable in gold. Mandatory Prepayment of 100 ounces of gold is required on the last business day of each month following the date when Almaden’s Ixtaca Project begins commercial production. The full text of the Gold Loan Agreement is filed as an exhibit to the 2020 Annual Report on Form 20- F filed with the Commission on March 26, 2021.

 

On May 22, 2025, Almaden notified Almadex of the early repayment of the gold loan. Under the terms of the Gold Loan Agreement, the “Gold Loan Value” was fixed as of May 13, 2025, and the outstanding loan balance, including accrued interest and standby fees was determined to be US$5,194,354. On July 17, 2025, Almaden repaid the loan amount by physical delivery of gold bullion of 99.99% purity determined based on the prevailing London Bullion Market Association AM gold price in US dollars as of the time of settlement, and the return of the undrawn balance of 397 ounces.

 

On February 28, 2025, the Company signed a definitive agreement (the “Agreement”) to sell certain assets comprising the Rock Creek Mill for a purchase price of US$9,700,000 (the “Purchase Price”). Closing of the transaction was subject to certain conditions, including completion of a final inspection by the Purchaser. The Purchase Price was payable in certain instalments as follows:

 

·

US$2,000,000 was due within 14 days of the execution of the Agreement.

·

US$3,000,000 to be paid upon verification of transport scheduling.

·

US$2,000,000 to be paid following the final inspection.

·

US$2,700,000 to be paid when the assets were prepared for shipment subject to adjustment based on the final inspection.

 

15% of the Purchase Price was payable as a commission by Almaden to an equipment sales broker.

 

On July 11, 2025, the Company closed on the sale of the Rock Creek Mill equipment for net proceeds of US$8,245,000.

 

C.       Exchange controls

 

Except as discussed above, the Company is not aware of any Canadian federal or provincial laws, decrees or regulations that restrict the export or import of capital, including foreign exchange controls, or that affect the remittance of interest, dividends or other payments to non-Canadian holders of the Company's common shares. There are no limitations under the laws of Canada or in the organizing documents of the Company on the right of non-Canadians to hold or vote securities of the Company, except that the Investment Canada Act (Canada) may require that, if specified thresholds are exceeded, a "non-Canadian" not acquire "control" of the Company without prior review and approval by the Minister of Innovation, Science and Economic Development. The acquisition of one third or more of the voting shares of the Company would give rise to a rebuttable presumption of the acquisition of control, and the acquisition of more than fifty percent of the voting shares of the Company would be deemed to be an acquisition of control. In addition, the Investment Canada Act (Canada) provides the Canadian government with broad discretionary powers in relation to national security to review and potentially prohibit, condition or require the divestiture of, any investment in the Company by a non-Canadian, including non-control level investments. "Non-Canadian" generally means an individual who is neither a Canadian citizen nor a permanent resident of Canada within the meaning of the Immigration and Refugee Protection Act (Canada) who has been ordinarily resident in Canada for not more than one year after the time at which he or she first became eligible to apply for Canadian citizenship, or any entity that is not controlled or beneficially owned by Canadians.

 

D.       Taxation

 

The following summary of the material Canadian federal income tax consequences generally applicable in respect of the common shares reflects the Company’s opinion. The tax consequences to any particular holder of common shares will vary according to the status of that holder as an individual, trust, company or member of a partnership, the jurisdiction in which that holder is subject to taxation, the place where that holder is resident and, generally, according to that holder’s particular circumstances. This summary is applicable only to holders who are resident in the U.S., have never been resident in Canada, deal at arm’s length with the Company, hold their common shares as capital property and who will not use or hold the common shares in carrying on business in Canada. Special rules, which are not discussed in this summary, may apply to a U.S. holder that is an issuer that carries on business in Canada and elsewhere.

 

This summary is based upon the provisions of the Income Tax Act of Canada and the regulations thereunder (collectively, the “Canadian Tax Act" or “ITA”) and the Canada-United States Tax Convention (the “Convention”) as at the date of the Registration Statement and the current administrative practices of Canada Revenue Agency. This summary does not take into account Provincial income tax consequences.

 

Each holder should consult his own tax advisor with respect to the income tax consequences applicable to him in his own particular circumstances.

 

Certain Canadian Federal Income Tax Consequences

The discussion under this heading summarizes the principal Canadian federal income tax consequences of acquiring, holding and disposing of common shares of the Company for a shareholder of the Company who is not a resident of Canada but is a resident of the U.S. and who will acquire and hold common shares of the Company as capital property for the purposes of the Canadian Tax Act. This summary does not apply to a shareholder who carries on business in Canada through a “permanent establishment” situated in Canada or performs independent personal services in Canada through a fixed base in Canada if the shareholder’s holding in the Company is effectively connected with such permanent establishment or fixed base. This summary is based on the provisions of the Canadian Tax Act and the regulations thereunder and on an understanding of the administrative practices of Canada Revenue Agency and takes into account all specific proposals to amend the Canadian Tax Act or regulations made by the Minister of Finance of Canada as of the date hereof. It has been assumed that there will be no other relevant amendment of any governing law although no assurance can be given in this respect. This discussion is general only and is not a substitute for independent advice from a shareholder’s own Canadian and U.S. tax advisors.

 

The provisions of the Canadian Tax Act are subject to income tax treaties to which Canada is a party, including the Convention.

 

Dividends on Common Shares and Other Income

Under the Canadian Tax Act, a non-resident of Canada is generally subject to Canadian withholding tax at the rate of 25 percent on dividends paid or deemed to have been paid to him or her by a company resident in Canada. The Company is responsible for withholding of tax at the source. The Convention limits the rate to 15 percent if the shareholder is a resident of the U.S. and the dividends are beneficially owned by and paid to such shareholder, and to 5 percent if the shareholder is also a company that beneficially owns at least 10 percent of the voting stock of the payor company.

 

The amount of a stock dividend (for tax purposes) would generally be equal to the amount by which the paid up or stated capital of the Company had increased by reason of the payment of such dividend. The Company will furnish additional tax information to shareholders in the event of such a dividend. Interest paid or deemed to be paid on the Company’s debt securities held by non-Canadian residents may also be subject to Canadian withholding tax, depending upon the terms and provisions of such securities and any applicable tax treaty. The Convention generally eliminates Canadian tax on interest paid or deemed to be paid by the Company to U.S. residents. The Convention generally exempts from Canadian income tax dividends paid to a religious, scientific, literary, educational or charitable organization or to an organization constituted and operated exclusively to administer a pension, retirement or employee benefit fund or plan, if the organization is a resident of the U.S. and is exempt from income tax under the laws of the U.S.

 

Dispositions of Common Shares

Under the Canadian Tax Act, a taxpayer’s capital gain or capital loss from a disposition of a common shares of the Company is the amount, if any, by which his or her proceeds of disposition exceed (or are exceeded by, respectively) the aggregate of his or her adjusted cost base of the share and reasonable expenses of disposition. The capital gain or loss must be computed in Canadian currency using a weighted average adjusted cost base for identical properties. There are special transitional rules to apply capital losses against capital gains that arose in different periods. The amount by which a shareholder’s capital loss exceeds the capital gain in a year may be deducted from a capital gain realized by the shareholder in the three previous years or any subsequent year, subject to certain restrictions in the case of a corporate shareholder.

 

Under the Canadian Tax Act, a non-resident of Canada is subject to Canadian tax on taxable capital gains, and may deduct allowable capital losses, realized on a disposition of "taxable Canadian property." Common shares of the Company will constitute taxable Canadian property of a shareholder at a particular time if the shareholder used the shares in carrying on business in Canada, or if at any time in the five years immediately preceding the disposition 25% or more of the issued shares of any class or series in the capital stock of the Company belonged to one or more persons in a group comprising the shareholder and persons with whom the shareholder and persons with whom the shareholder did not deal at arm’s length and in certain other circumstances.

 

The Convention relieves U.S. residents from liability for Canadian tax on capital gains derived on a disposition of shares unless

 

(a) the value of the shares is derived principally from “real property” in Canada, including the right to explore for or exploit natural resources and rights to amounts computed by reference to production,

 

(b) the shareholder was resident in Canada for 120 months during any period of 20 consecutive years preceding, and at any time during the 10 years immediately preceding, the disposition and the shares were owned by him when he or she ceased to be resident in Canada, or

 

(c) the shares formed part of the business property of a “permanent establishment” that the holder has or had in Canada within the 12 months preceding the disposition.

 

Certain U.S. Federal Income Tax Consequences

The following is a general summary of certain material U.S. federal income tax considerations applicable to a U.S. Holder (as defined below) arising from and relating to the acquisition, ownership and disposition of common shares.

 

This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S. Holder arising from and relating to the acquisition, ownership or disposition of common shares. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax considerations applicable to such U.S. Holder including, without limitation, specific tax considerations applicable to a U.S. Holder under an applicable income tax treaty. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any particular U.S. Holder. This summary does not address the U.S. federal alternative minimum tax, U.S. federal net investment income tax, U.S. federal estate and gift tax, U.S. state and local tax, or non-U.S. tax considerations applicable to U.S. Holders of the acquisition, ownership or disposition of common shares. In addition, except as discussed below, this summary does not discuss applicable tax reporting requirements. Each U.S. Holder should consult its own tax advisor regarding the U.S. federal, U.S. state and local and non-U.S. tax considerations applicable to the acquisition, ownership and disposition of common shares.

 

No legal opinion from U.S. legal counsel or ruling from the Internal Revenue Service (the “IRS”) has been requested, or will be obtained, regarding the U.S. federal income tax considerations applicable to a U.S. Holder arising from or relating to the acquisition, ownership or disposition of common shares. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, or contrary to, the positions taken in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the conclusions described in this summary.

 

This summary is based on the United States Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations (whether final, temporary, or proposed) promulgated thereunder, published rulings of the IRS, published administrative positions of the IRS, the Convention between the United States of America and Canada with Respect to Taxes on Income and on Capital of 1980, as amended (the “Canada-U.S. Tax Convention”), and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date of this document. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive or prospective basis which could affect the U.S. federal income tax considerations described in this summary. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.

 

U.S. Holders

For purposes of this summary, the term “U.S. Holder” means a beneficial owner of common shares that is for U.S. federal income tax purposes:

 

·

an individual who is a citizen or resident of the United States;

·

a corporation organized under the laws of the United States, any state thereof or the District of Columbia;

·

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

·

a trust that (a) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions or (b) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

 

U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

This summary does not address the U.S. federal income tax considerations applicable to U.S. Holders that are subject to special provisions under the Code, including, but not limited to, U.S. Holders that: (a) are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) are banks, financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (c) are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (d) have a “functional currency” other than the U.S. dollar; (e) own common shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other integrated transaction; (f) acquire common shares in connection with the exercise or cancellation of employee stock options or otherwise as compensation for services; (g) hold common shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes); (h) are partnerships or other “pass-through” entities (and investors in such partnerships and entities); (i) are S corporations (and shareholders thereof); (j) are U.S. expatriates or former long-term residents of the United States; (k) hold common shares in connection with a trade or business, permanent establishment, or fixed base outside the United States; (l) are subject to special tax accounting rules with respect to the common shares; or (m) own, have owned or will own (directly, indirectly, or by attribution) 10% or more of the total combined voting power or value of the outstanding shares of the Company. U.S. Holders that are subject to special provisions under the Code, including, but not limited to, U.S. Holders described immediately above, should consult their own tax advisors regarding the U.S. federal income tax considerations applicable to the acquisition, ownership and disposition of common shares.

 

If an entity or arrangement that is classified as a partnership (or other pass-through entity) for U.S. federal income tax purposes holds common shares, the U.S. federal income tax considerations applicable to such entity or arrangement and the partners (or other owners or participants) of such entity or arrangement generally will depend on the activities of the entity or arrangement and the status of such partners (or other owners or participants). This summary does not address the tax considerations applicable to any such entity, arrangement or partner (or other owner or participant). Partners (or other owners or participants) of entities or arrangements that are classified as partnerships or as other pass-through entities for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax considerations arising from and relating to the acquisition, ownership and disposition of common shares.

 

Ownership and Disposition of Common Shares

 

The following discussion is subject in its entirety to the rules described below under the heading “Passive Foreign Investment Company Rules”.

 

Distributions on Common Shares

A U.S. Holder that receives a distribution, including a constructive distribution, with respect to a common share will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of the Company, as computed in accordance with U.S. federal income tax principles. To the extent that a distribution exceeds the current and accumulated “earnings and profits” of the Company, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder’s adjusted tax basis in the common shares and thereafter as gain from the sale or exchange of such common shares (see “Sale or Other Taxable Disposition of Common Shares” below). However, the Company does not intend to maintain calculations of its earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder should therefore assume that any distribution by the Company with respect to the common shares will constitute ordinary dividend income. Dividends received on common shares by corporate U.S. Holders generally will not be eligible for the “dividends received deduction”. Subject to applicable limitations and provided the Company is eligible for the benefits of the Canada-U.S. Tax Convention or the common shares are readily tradable on a United States securities market, dividends paid by the Company to non-corporate U.S. Holders, including individuals, generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are satisfied, including that the Company not be classified as a PFIC (as defined below) in the tax year of distribution or in the preceding tax year. A dividend generally will be taxed to a U.S. Holder at ordinary income tax rates (rather than preferential rates for qualified dividend income to the extent otherwise applicable) if the Company is a PFIC for the tax year of such distribution or the preceding tax year. The dividend rules are complex, and each U.S. Holder should consult its own tax advisor regarding the application of such rules.

 

Sale or Other Taxable Disposition of Common Shares

Upon the sale or other taxable disposition of common shares, a U.S. Holder will generally recognize gain or loss in an amount equal to the difference, if any, between (a) the U.S. dollar value of any cash received plus the fair market value of any property received and (b) such U.S. Holder’s adjusted tax basis in such common shares sold or otherwise disposed of. Gain or loss recognized on such sale or other disposition generally will be capital gain or loss, which will be long-term capital gain or loss if, at the time of the sale or other taxable disposition, such common shares are held for longer than one year. Preferential tax rates currently apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.

 

Passive Foreign Investment Company Rules

If the Company constitutes a “passive foreign investment company” within the meaning of Section 1297(a) of the Code (a “PFIC”) for any year during a U.S. Holder’s holding period, then certain potentially adverse rules would affect the U.S. federal income tax considerations applicable to such U.S. Holder resulting from the acquisition, ownership and disposition of common shares. The Company believes that it was classified as a PFIC for its most recently completed tax year. No determination has been made by the Company with respect to its anticipated PFIC status for its current tax year or any future tax year. No opinion of legal counsel or ruling from the IRS concerning the status of the Company as a PFIC has been obtained or is currently planned to be requested. The determination of whether any corporation was, or will be, a PFIC for a tax year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a PFIC for any tax year depends on the assets and income of such corporation over the course of each such tax year and, as a result, the PFIC status of the Company and any non-U.S. subsidiary of the Company for its current tax year or any future tax year cannot be predicted with certainty as of the date of this document. The Company’s PFIC classification for its current or future tax years may depend on, among other things, the manner in which, and how quickly, the Company utilizes its cash on hand, the income generated by it and its subsidiaries, as well as on changes in the market value of the common shares. Accordingly, there can be no assurance that the IRS will not challenge any determination made by the Company (or any subsidiary of the Company) concerning its PFIC status. If the Company is a PFIC for any tax year during which a U.S. Holder holds common shares, the Company will continue to be treated as a PFIC with respect to such U.S. Holder, regardless of whether it ceases to be a PFIC in one or more subsequent tax years. Each U.S. Holder should consult its own tax advisors regarding the PFIC status of the Company and the PFIC status of each non-U.S. subsidiary of the Company.

 

In any year in which the Company is classified as a PFIC, a U.S. Holder will be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidance may require. In addition to penalties, a failure to satisfy such reporting requirements may result in an extension of the time period during which the IRS can assess a tax. U.S. Holders should consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file an IRS Form 8621 annually.

 

The Company generally will be a PFIC if, for a tax year, (a) 75% or more of the gross income of the Company is passive income (the “PFIC income test”) or (b) 50% or more of the value of the Company’s assets either produce passive income or are held for the production of passive income, based on the quarterly average of the fair market value of such assets (the “PFIC asset test”). “Gross income” generally includes all sales revenues less the cost of goods sold, plus income from investments and from incidental or outside operations or sources, and “passive income” generally includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions. Active business gains arising from the sale of commodities generally are excluded from passive income if substantially all of a foreign corporation’s commodities are stock in trade or other inventory, depreciable property used in its trade or business, or supplies regularly used or consumed in the ordinary course of its trade or business and certain other requirements are satisfied.

 

For purposes of the PFIC income test and PFIC asset test described above, if the Company owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another corporation, the Company will be treated as if the Company (a) held a proportionate share of the assets of such other corporation and (b) received directly a proportionate share of the income of such other corporation. No determination has been made by the Company with respect to the anticipated PFIC status for any entity in which the Company holds a direct or indirect interest for any particular tax year. In addition, for purposes of the PFIC income test and PFIC asset test described above, and assuming certain other requirements are met, “passive income” does not include certain interest, dividends, rents, or royalties that are received or accrued by the Company from certain “related persons” (as defined in Section 954(d)(3) of the Code), to the extent such items are properly allocable to the income of such related person that is not passive income. Each U.S. Holder should consult its own tax advisors regarding the PFIC classification for each entity in which the Company holds a direct or indirect interest in the event the Company is classified as a PFIC for any particular tax year.

 

Under certain attribution rules, if the Company is a PFIC, U.S. Holders will generally be deemed to own their proportionate share of the Company’s direct or indirect equity interest in any company that is also a PFIC (a “Subsidiary PFIC”), and will generally be subject to U.S. federal income tax under the default rules of Section 1291 of the Code discussed below on their proportionate share of (a) any “excess distributions,” as described below, on the stock of a Subsidiary PFIC and (b) a disposition or deemed disposition of the stock of a Subsidiary PFIC by the Company or another Subsidiary PFIC, both as if such U.S. Holders directly held the shares of such Subsidiary PFIC. In addition, U.S. Holders may be subject to U.S. federal income tax on any indirect gain realized on the stock of a Subsidiary PFIC on the sale or disposition of common shares. Accordingly, U.S. Holders should be aware that they could be subject to tax under the PFIC rules even if no distributions are received and no redemptions or other dispositions of common shares are made.

 

Default PFIC Rules Under Section 1291 of the Code

If the Company is a PFIC for any tax year during which a U.S. Holder owns common shares, the U.S. federal income tax considerations applicable to such U.S. Holder of the ownership and disposition of common shares will depend on whether and when such U.S. Holder makes elections to treat the Company and each Subsidiary PFIC, if any, as a “qualified electing fund” (a “QEF”) under Section 1295 of the Code (a “QEF Election”) or makes a mark-to-market election under Section 1296 of the Code (a “Mark-to-Market Election”) with respect to its common shares. A U.S. Holder that does not make either a QEF Election or a Mark-to-Market Election will be referred to in this summary as a “Non-Electing U.S. Holder”.

 

A Non-Electing U.S. Holder will be subject to the default rules of Section 1291 of the Code (described below) with respect to: (a) any gain recognized on the sale or other taxable disposition of common shares; and (b) any “excess distribution” received on the common shares. A distribution generally will be an “excess distribution” to the extent that such distribution (together with all other distributions received in the current tax year) exceeds 125% of the average distributions received during the three preceding tax years (or during a U.S. Holder’s holding period for the common shares, if shorter).

 

Under Section 1291 of the Code, if the Company were to constitute a PFIC during a Non-Electing U.S. Holder’s holding period of common shares, any gain recognized on the sale or other taxable disposition of common shares (including an indirect disposition of the stock of any Subsidiary PFIC), and any “excess distribution” received on common shares or a distribution by a Subsidiary PFIC to its shareholder that is deemed to be received by a U.S. Holder, must be ratably allocated to each day in a Non-Electing U.S. Holder’s holding period for the respective common shares. The amount of any such gain or excess distribution allocated to the tax year of disposition or distribution of the excess distribution and to years before the entity became a PFIC, if any, would be taxed as ordinary income (and not eligible for certain preferential rates). The amounts allocated to any other tax year would be subject to U.S. federal income tax at the highest tax rate applicable to ordinary income in each such year, and an interest charge would be imposed on the tax liability for each such year, calculated as if such tax liability had been due in each such year. A Non-Electing U.S. Holder that is not a corporation must treat any such interest paid as “personal interest,” which is not deductible.

 

If the Company is a PFIC for any tax year during which a Non-Electing U.S. Holder holds common shares and the Company ceases to be a PFIC, a Non-Electing U.S. Holder may terminate ongoing deemed PFIC status with respect to its common shares by electing to recognize gain (which will be taxed under the default rules of Section 1291 of the Code discussed above), but not loss, as if such common shares were sold on the last day of the last tax year for which the Company was a PFIC.

 

QEF Election

A U.S. Holder that makes a timely and effective QEF Election for the first tax year in which its holding period of its common shares begins generally will not be subject to the default rules of Section 1291 of the Code discussed above with respect to its common shares. A U.S. Holder that makes a timely and effective QEF Election will be subject to U.S. federal income tax on such U.S. Holder’s pro rata share of (a) the net capital gain of the Company, which will be taxed as long-term capital gain to such U.S. Holder, and (b) the ordinary earnings of the Company, which will be taxed as ordinary income to such U.S. Holder. Generally, “net capital gain” is the excess of (a) net long-term capital gain over (b) net short-term capital loss, and “ordinary earnings” are the excess of (a) “earnings and profits” over (b) net capital gain. A U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such amounts for each tax year in which the Company is a PFIC, regardless of whether such amounts are actually distributed to such U.S. Holder by the Company. However, for any tax year in which the Company is a PFIC and has no net income or gain, U.S. Holders that have made a QEF Election would not have any income inclusions as a result of the QEF Election. If a U.S. Holder that made a QEF Election has an income inclusion, such a U.S. Holder may, subject to certain limitations, elect to defer payment of current U.S. federal income tax on such amounts, subject to an interest charge. If such U.S. Holder is not a corporation, any such interest paid will be treated as “personal interest,” which is not deductible.

 

A U.S. Holder that makes a timely and effective QEF Election with respect to the Company generally (a) may receive a tax-free distribution from the Company to the extent that such distribution represents “earnings and profits” of the Company, as computed in accordance with U.S. federal income tax principles, that were previously included in income by the U.S. Holder because of such QEF Election and (b) will adjust such U.S. Holder’s tax basis in the common shares to reflect the amount included in income or allowed as a tax-free distribution because of such QEF Election. In addition, a U.S. Holder that makes a QEF Election generally will recognize capital gain or loss on the sale or other taxable disposition of common shares.

 

The procedure for making a QEF Election, and the U.S. federal income tax consequences of making a QEF Election, will depend on whether such QEF Election is timely. A QEF Election will be treated as “timely” for purposes of avoiding the default PFIC rules discussed above if such QEF Election is made for the first year in the U.S. Holder’s holding period for the common shares in which the Company was a PFIC. A U.S. Holder may make a timely QEF Election by filing the appropriate QEF Election documents at the time such U.S. Holder files a U.S. federal income tax return for such year. If a U.S. Holder does not make a timely and effective QEF Election for the first year in the U.S. Holder’s holding period for the common shares, the U.S. Holder may still be able to make a timely and effective QEF Election in a subsequent year if such U.S. Holder meets certain requirements and makes a “purging” election to recognize gain (which will be taxed under the default rules of Section 1291 of the Code discussed above) as if such common shares were sold for their fair market value on the day the QEF Election is effective. If a U.S. Holder makes a QEF Election but does not make a “purging” election to recognize gain as discussed in the preceding sentence, then such U.S. Holder will be subject to the QEF Election rules and will continue to be subject to tax under the default rules of Section 1291 of the Code discussed above with respect to the common shares.

 

A QEF Election will apply to the tax year for which such QEF Election is timely made and to all subsequent tax years, unless such QEF Election is invalidated or terminated or the IRS consents to revocation of such QEF Election. If a U.S. Holder makes a QEF Election and, in a subsequent tax year, the Company ceases to be a PFIC, the QEF Election will remain in effect (although it will not be applicable) during those tax years in which the Company is not a PFIC. Accordingly, if the Company becomes a PFIC again in a later tax year, the QEF Election will still be effective and the U.S. Holder will be subject to the QEF rules described above during any subsequent tax year in which the Company qualifies as a PFIC. If a U.S. Holder owns PFIC stock indirectly through another PFIC, separate QEF Elections must be made for the PFIC in which the U.S. Holder is a direct shareholder and the Subsidiary PFIC for the QEF rules to apply to both PFICs.

 

A U.S. Holder makes a QEF Election by attaching a completed IRS Form 8621, including a PFIC Annual Information Statement, to a timely filed United States federal income tax return. However, if the Company does not provide the required information with regard to the Company or any of its Subsidiary PFICs, U.S. Holders will not be able to make a QEF Election for such entity and will continue to be subject to the default rules of Section 1291 of the Code discussed above that apply to Non-Electing U.S. Holders with respect to the taxation of gains and excess distributions.

 

U.S. Holders should be aware that there can be no assurances that the Company will satisfy the record keeping requirements that apply to a QEF, or that the Company will supply U.S. Holders a PFIC Annual Information Statement or other information that such U.S. Holders are required to report under the QEF rules, in the event that the Company is a PFIC. Thus, U.S. Holders may not be able to make a QEF Election with respect to the Company or any non-U.S. subsidiary of the Company. Each U.S. Holder should consult its own tax advisors regarding the availability of, and procedure for making, a QEF Election with respect to the Company and any Subsidiary PFIC.

 

Mark-to-Market Election

A U.S. Holder may make a Mark-to-Market Election with respect to its common shares only if the common shares are marketable stock. The common shares generally will be “marketable stock” if the common shares are regularly traded on (a) a national securities exchange that is registered with the SEC, (b) the national market system established pursuant to section 11A of the Exchange Act, or (c) a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located, provided that (i) such foreign exchange has trading volume, listing, financial disclosure, and surveillance requirements, and meets other requirements and the laws of the country in which such foreign exchange is located, together with the rules of such foreign exchange, ensure that such requirements are actually enforced and (ii) the rules of such foreign exchange effectively promote active trading of listed stocks. If such stock is traded on such a qualified exchange or other market, such stock generally will be considered “regularly traded” for any calendar year during which such stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. U.S. Holders should consult their own tax advisors regarding the marketable stock rules.

 

A U.S. Holder that makes a timely and effective Mark-to-Market Election with respect to its common shares generally will not be subject to the default rules of Section 1291 of the Code discussed above with respect to such common shares. However, if a U.S. Holder does not make a Mark-to-Market Election beginning in the first tax year of such U.S. Holder’s holding period for the common shares for which the Company is a PFIC (and such U.S. Holder has not made a timely QEF Election), the default rules of Section 1291 of the Code discussed above will apply to certain dispositions of, and distributions on, the common shares.

 

A U.S. Holder that makes a timely and effective Mark-to-Market Election will include in ordinary income, for each tax year in which the Company is a PFIC, an amount equal to the excess, if any, of (a) the fair market value of the common shares, as of the close of such tax year over (b) such U.S. Holder’s adjusted tax basis in such common shares. A U.S. Holder that makes a Mark-to-Market Election will be allowed a deduction in an amount equal to the excess, if any, of (a) such U.S. Holder’s adjusted tax basis in the common shares, over (b) the fair market value of such common shares (but only to the extent of the net amount of previously included income as a result of the Mark-to-Market Election for prior tax years).

 

A U.S. Holder that makes a timely and effective Mark-to-Market Election generally also will adjust such U.S. Holder’s tax basis in the common shares to reflect the amount included in gross income or allowed as a deduction because of such Mark-to-Market Election. In addition, upon a sale or other taxable disposition of common shares, a U.S. Holder that makes a Mark-to-Market Election will recognize ordinary income or ordinary loss (not to exceed the excess, if any, of (a) the amount included in ordinary income because of such Mark-to-Market Election for prior tax years over (b) the amount allowed as a deduction because of such Mark-to-Market Election for prior tax years). Losses that exceed this limitation are subject to the rules generally applicable to losses provided in the Code and Treasury Regulations.

 

A U.S. Holder makes a Mark-to-Market Election by attaching a completed IRS Form 8621 to a timely filed United States federal income tax return. A timely Mark-to-Market Election applies to the tax year for which such Mark-to-Market Election is made and to each subsequent tax year, unless the common shares cease to be “marketable stock” or the IRS consents to revocation of such election. Each U.S. Holder should consult its own tax advisors regarding the availability of, and procedure for making, a Mark-to-Market Election.

 

Although a U.S. Holder may be eligible to make a Mark-to-Market Election with respect to the common shares, no such election may be made with respect to the stock of any Subsidiary PFIC that a U.S. Holder is treated as owning, if such stock is not itself marketable stock. Hence, the Mark-to-Market Election would not be effective to eliminate the application of the default rules of Section 1291 of the Code described above with respect to deemed dispositions of Subsidiary PFIC stock or excess distributions from a Subsidiary PFIC to its shareholder.

 

Other PFIC Rules

Under Section 1291(f) of the Code, the IRS has issued proposed Treasury Regulations that, subject to certain exceptions, would cause a U.S. Holder that has not made a timely QEF Election to recognize gain (but not loss) upon certain transfers of common shares that would otherwise be tax-deferred (e.g., gifts and exchanges pursuant to corporate reorganizations) in the event that the Company is a PFIC during such U.S. Holder’s holding period for the relevant common shares. However, the specific U.S. federal income tax considerations applicable to a U.S. Holder may vary based on the manner in which common shares are transferred.

 

If finalized in their current form, the proposed Treasury Regulations applicable to PFICs would be effective for transactions occurring on or after April 1, 1992. Because the proposed Treasury Regulations have not yet been adopted in final form, they are not currently effective, and there is no assurance that they will be adopted in the form and with the effective date proposed. Nevertheless, the IRS has announced that, in the absence of final Treasury Regulations, taxpayers may apply reasonable interpretations of the Code provisions applicable to PFICs and that it considers the rules set forth in the proposed Treasury Regulations to be reasonable interpretations of those Code provisions. The PFIC rules are complex, and the implementation of certain aspects of the PFIC rules requires the issuance of Treasury Regulations which in many instances have not been promulgated and which, when promulgated, may have retroactive effect. U.S. Holders should consult their own tax advisors about the potential applicability of the proposed Treasury Regulations.

 

Certain additional adverse rules may apply with respect to a U.S. Holder if the Company is a PFIC, regardless of whether such U.S. Holder makes a QEF Election. For example, under Section 1298(b)(6) of the Code, a U.S. Holder that uses common shares as security for a loan will, except as may be provided in Treasury Regulations, be treated as having made a taxable disposition of such common shares.

 

In addition, a U.S. Holder who acquires common shares from a decedent generally will not receive a “step up” in tax basis of such common shares to fair market value unless such decedent had a timely and effective QEF Election in place.

 

Special rules also apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribution from a PFIC. Subject to such special rules, foreign taxes paid with respect to any distribution in respect of stock in a PFIC are generally eligible for the foreign tax credit. The rules relating to distributions by a PFIC and their eligibility for the foreign tax credit are complicated, and each U.S. Holder should consult with its own tax advisors regarding the availability of the foreign tax credit with respect to distributions by a PFIC.

 

The PFIC rules are complex, and each U.S. Holder should consult its own tax advisors regarding the PFIC rules (including the applicability and advisability of a QEF Election or Mark-to-Market Election) and how the PFIC rules may affect the U.S. federal income tax considerations arising from and relating to the acquisition, ownership and disposition of common shares.

 

Additional Considerations

 

Receipt of Foreign Currency

The amount of any distribution paid to a U.S. Holder in foreign currency, or payment received in foreign currency on the sale, exchange or other taxable disposition of common shares, generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of receipt or, if applicable, the date of settlement if the common shares are traded on an established securities market (regardless of whether such foreign currency is converted into U.S. dollars at that time). If the foreign currency received is not converted into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any U.S. Holder who converts or otherwise disposes of the foreign currency after the date of receipt may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S.-source income or loss for foreign tax credit purposes. Different rules apply to U.S. Holders who use the accrual method of tax accounting. Each U.S. Holder should consult its own U.S. tax advisor regarding the U.S. federal income tax considerations of the acquisition, ownership and disposition of foreign currency.

 

Foreign Tax Credit

Dividends paid on the common shares will be treated as foreign-source income and generally will be treated as “passive category income” or “general category income” for U.S. foreign tax credit purposes. Any gain or loss recognized on a sale or other disposition of common shares generally will be U.S.-source gain or loss. Certain U.S. Holders that are eligible for the benefits of the Canada-U.S. Tax Convention may elect to treat such gain or loss as Canadian-source gain or loss for U.S. foreign tax credit purposes. The Code applies various complex limitations on the amount of foreign taxes that may be claimed as a credit by U.S. taxpayers. In addition, Treasury Regulations that apply to foreign taxes paid or accrued (the “Foreign Tax Credit Regulations”) impose additional requirements for Canadian withholding taxes to be eligible for a foreign tax credit, and there can be no assurance that those requirements will be satisfied. The Treasury Department has released guidance temporarily pausing the application of certain of the Foreign Tax Credit Regulations.

 

Subject to the PFIC rules and the Foreign Tax Credit Regulations, each as discussed above, a U.S. Holder that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on the common shares generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax paid. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income that is subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a year. The foreign tax credit rules are complex, and involve the application of rules that depend on a U.S. Holder’s particular circumstances. Accordingly, each U.S. Holder should consult its own U.S. tax advisor regarding the foreign tax credit rules.

 

Information Reporting and Backup Withholding

Under U.S. federal income tax laws and Treasury Regulations, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example, U.S. return disclosure obligations (and related penalties) are imposed on individuals who are U.S. Holders that hold certain specified foreign financial assets in excess of certain threshold amounts. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S. person and any interest in a foreign entity. U.S. Holders may be subject to these reporting requirements unless their common shares are held in an account at certain financial institutions. Penalties for failure to file certain of these information returns are substantial. U.S. Holders should consult with their own tax advisors regarding the requirements of filing information returns, including the requirement to file an IRS Form 8938.

 

Payments made within the United States or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of, common shares will generally be subject to information reporting and backup withholding, (currently at the rate of 24%), if a U.S. Holder (a) fails to furnish such U.S. Holder’s correct U.S. taxpayer identification number (generally on IRS Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding. However, certain exempt persons, such as U.S. Holders that are corporations, generally are excluded from these information reporting and backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the U.S. backup withholding rules generally will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner.

 

The discussion of reporting requirements set forth above is not intended to constitute a complete description of all reporting requirements that may apply to a U.S. Holder. A failure to satisfy certain reporting requirements may result in an extension of the time period during which the IRS can assess a tax, and under certain circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied reporting requirement. Each U.S. Holder should consult its own tax advisor regarding the information reporting and backup withholding rules.

 

THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO U.S. HOLDERS WITH RESPECT TO THE ACQUISITION, OWNERSHIP AND DISPOSITION OF COMMON SHARES. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO THEM IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.

 

E.

Dividends and Paying Agents

 

Not applicable.

 

F.

Statement by Experts

 

Not applicable.

 

G.

Documents on Display / Additional Information

 

Any of the documents referred to above can be viewed at the head office of the Company located at 1333 Johnston Street, Suite 210, Vancouver, British Columbia, Canada, V6H 3R9.

 

This Annual Report and the Company’s recent Form 6-K filings can be viewed on the EDGAR web-site at www.sec.gov./edgar/searchedgar/companysearch.html. As well, additional information is contained in the Company’s Information Circular for its most recent annual meeting of security holders that involved the election of directors held on June 26, 2025 and additional financial information is provided in the Company’s financial statements and MD&A for its most recently completed financial year.

 

H.

Subsidiary Information

 

Not applicable.

 

I.

Annual Report to Security Holders

 

Not applicable.

 

Item 11. Quantitative and Qualitative Disclosures about Market Risk

 

Exchange Rate Risk

The Company’s primary mineral exploration properties are located in Mexico. As a Canadian company, Almaden’s cash balances are kept primarily in Canadian funds, while many exploration and property expenses are denominated in U.S. dollars or the Mexican peso. Therefore, the Company is exposed to some exchange rate risk. The Company considers the amount of risk to be manageable and does not currently, nor is likely in the foreseeable future to, conduct hedging to reduce its exchange rate risk. A 10% change in the U.S. dollar exchange rate relative to the Canadian dollar would change the Company’s net loss by $580,000. A 10% change in the Mexican peso exchange rate relative to the Canadian dollar would change the Company’s net loss by $7,000.

 

Interest Rate Risk

The Company has no derivative financial instruments or other debt bearing variable interest rate instruments. The Company is exposed to varying interest rates on its cash and cash equivalents. A 1% change in the interest rate would change the Company’s net loss by $62,000.

 

Item 12. Description of Securities Other than Equity Securities

 

Not applicable.

 

PART II

 

Item 13. Defaults, Dividend Arrearages and Delinquencies

 

Not applicable.

 

Item 14. Material Modifications to the Rights of Securities Holders and Use of Proceeds

 

Not applicable.

 

Item 15. Controls and Procedures

 

Disclosure Controls and Procedures

 

The Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) under the Exchange Act) as of December 31, 2025. This evaluation was conducted under the supervision and with the participation of management, including the Company’s CEO and CFO. Based upon this evaluation, the Company’s CEO and CFO have concluded that, as of December 31, 2024, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms. The Company also concluded that its disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in the reports filed or submitted under the Exchange Act is accumulated and communicated to its management, including the Company’s CEO and CFO, to allow timely decisions regarding required disclosure.

 

Management’s Annual Report on Internal Control Over Financial Reporting

 

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS as issued by IASB.

 

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, the Company’s management used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment, management concluded that, as of December 31, 2025, the Company’s internal control over financial reporting was effective.

 

There were no changes in the Company’s internal control over financial reporting that occurred during the year ended December 31, 2025 that has materially affected, or that is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Attestation Report of the Registered Accounting Firm

 

This Annual Report does not include an attestation report of the Company's registered public accounting firm because emerging growth companies are exempt from this requirement for so long as they remain emerging growth companies.

 

Changes in Internal Controls Over Financial Reporting

 

There were no changes in the Company’s internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of 17 CFR 240.13a-15 or 240.15d-15 that occurred during the period covered by this Annual Report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

 

Item 16. [Reserved]

 

Item 16A. Audit Committee Financial Expert

The Company’s Board of Directors has determined that Mr. Michael Kosowan is the Company's audit committee financial expert. Mr. Kosowan has extensive business and financial experience. He has served in senior financial positions for over 30 years and serves as a director of another publicly traded mining company. Mr. Kosowan is independent as defined by Section 803(A) of the NYSE American Listing Standards.

 

Item 16B. Code of Ethics

The Company adopted several codes of conduct, including a Code of Business Ethics, a Code of Business Conduct Ethics for Directors, a Communications Policy and an Audit Committee Charter, which may be viewed on the Company’s website at www.almadenminerals.com. The Codes may also be viewed as filed on EDGAR as an exhibit to the 2005 Annual Report on Form 20-F filed with the Commission on March 30, 2006. Any amendments to the Codes or waivers of the provision of any Codes will be summarized and posted on the Company’s website within 5 business days of such amendment or waiver.

 

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

 

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

 

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

 

Item 16C. Principal Accountant Fees and Services

 

Audit Committee's pre-approval policies and procedures

The Audit Committee nominates and engages the independent auditors to audit the financial statements, and approves all audit services, audit-related services, tax services and other services provided by Davidson & Company LLP. Any services provided by Davidson & Company LLP that are not specifically included within the scope of the audit must be preapproved by the Audit Committee prior to any engagement. The Audit Committee is permitted to approve certain fees for audit-related services, tax services and other services before the completion of the engagement.

 

Table No. 8 lists the aggregate fees billed for each of the last two fiscal years for professional services rendered by Davidson & Company LLP (PCAOB ID 731), the Company’s principal accountant, for the audit of the Company’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

 

Table No. 8

Principal Accountant Fees

		December 31, 2025				December 31, 2024
Audit fees		$	65,000			$	65,000
Audit-related fees			793				793
Tax fees			—				—
All other fees			—				—
Total Fees		$	65,793			$	65,793

 

Fiscal 2025 and Fiscal 2024 audit fees relate to the annual audit of the Company’s consolidated financial statements, effectiveness of the Company’s internal control over financial reporting and review of the Form 20-F. Audit-related fees relate to accounting advisory services. Tax fees relate to the completion of income tax returns and tax consulting services. Other fees relate to services other than audit fees, audit-related fees, and tax fees described above.

 

Item 16D. Exemptions from the Listing Standards for Audit Committees

 

Not applicable.

 

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

Not applicable.

 

Item 16F. Change in Registrant’s Certifying Accountant

 

Not applicable.

 

Item 16G. Corporate Governance

 

As at year-end, 2025, the Company’s common shares were listed on the TSXV. Under the rules of the TSXV, listed companies are generally required to have a majority of their Board of Directors be “independent”. Currently, as permitted under applicable Canadian regulations, the Company’s Board consists of 5 directors, of which 3 are considered to be “independent.” In the opinion of management, the Company’s corporate governance practices do not differ in any significant way from those required of U.S. domestic companies listed on an US Exchange.

 

Item 16H. Mine Safety Disclosure

 

Not applicable.

 

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 

Not applicable.

 

Item 16J. Insider Trading Policies

 

The Company has adopted a Securities Trading Policy which applies to the trading and confidentiality obligations of employees, officers and directors of the Company and its subsidiaries.

 

A copy of the Securities Trading Policy was filed as an exhibit to the Company’s Annual Report on Form 20-F for the year ended December 31, 2005, as filed with the Commission on March 30, 2006.

 

Item 16K. Cybersecurity

 

Risk Management and Strategy

 

The Company recognizes the importance of maintaining the security of its information technology systems and assets. We have implemented comprehensive cybersecurity risk assessment procedures to ensure effectiveness in cybersecurity management, strategy and governance and reporting cybersecurity risks. We have also integrated cybersecurity risk management into our overall enterprise risk management system.

 

The Company currently manages our cybersecurity risk through our IT consultants in a variety of practices that are applicable to all users of our information technology and information assets, including our employees, vendors and contractors. The Company uses a combination of technology and monitoring to promote security awareness and prevent security incidents, including, without limitation, network and passwords protocols, required VPN access to our database systems, rotation of security measures and third-party firewalls and antivirus protections.

 

We have not experienced any material cybersecurity incidents or identified any material cybersecurity threats that have affected or are reasonably likely to materially affect us, our business strategy, results of operations or financial condition.

 

Governance

 

Our board of directors is responsible for overseeing risks related to cybersecurity. The Company's senior management team, including the President and Chief Financial Officer, are responsible for assessing and managing risks and incidents relating to cybersecurity threats. They discuss quarterly with the Audit Committee of any material findings and recommendations if any. The Audit Committee will then report their conclusions and recommendations to the Board of Directors.

 

PART III

 

Item 17. Financial Statements

 

The Company has provided financial statements pursuant to Item 18 of this Form 20-F.

 

Item 18. Financial Statements

 

The Company’s consolidated financial statements and notes thereto are expressed in Canadian Dollars (CDN$) and are prepared in accordance and compliance with IFRS as issued by the IASB.

 

Item 19. Exhibits

 

A. The financial statements and notes thereto as required under Item 18 are attached hereto and found immediately following the text of this Annual Report.

 

Audited Financial Statements

Independent registered Public Accounting Firm reports on the consolidated financial statements, dated March 19, 2026

Consolidated statements of financial position at December 31, 2025 and 2024

Consolidated statements of comprehensive income (loss) for the years ended December 31, 2025, 2024 and 2023

Consolidated statements of changes in equity for the years ended December 31, 2025, 2024 and 2023

Consolidated statements of cash flows for the years ended December 31, 2025, 2024 and 2023

Summary of significant accounting policies and other explanatory information

 

B. Index to Exhibits

1.	Certificate of Amalgamation
1.1	Articles
	- Incorporated by reference to the Company’s Form Annual Report on Form 20-F for the year ended December 31, 2005, as filed with the Commission on March 30, 2006.

 

2.	Instruments defining the rights of holders of equity or debt securities being registered
	- Refer to Exhibit No. 1.
3.	Voting trust agreements. The Voting Trust Agreement dated December 17, 2009 between Ernesto Echavarria, as grantor, and Messrs Duane and Morgan Poliquin, as voting trustees. - Incorporated by reference to the Company’s Form 20-F for the year ended December 31, 2013 and filed with the Commission on April 1, 2014.
4.1	Arrangement Agreement dated May 11, 2015 in connection with the Company’s statutory Plan of Arrangement with Almadex and filed with the Commission on March 31, 2016.
4.2	Administrative Services Agreement between the Company and Almadex Minerals Limited dated May 15, 2015 and filed with the Commission on March 31, 2016.
4.3	First Amending Agreement to the May 15, 2015 Administrative Services Agreement between the Company and Almadex Minerals Limited dated December 16, 2015 and filed with the Commission on March 31, 2016.
4.4	Executive Employment Contract between the Company and Duane Poliquin dated effective January 1, 2016 and filed with the Commission on March 31, 2016.
4.5	Amending Agreement dated April 1, 2016 to the Executive Compensation Contract with Morgan Poliquin dated January 29, 2013 and filed with the Commission on March 30, 2017.
4.6	Amending Agreement dated April 1, 2016 to the Executive Employment Contract with Duane Poliquin dated January 1, 2016 and filed with the Commission on March 30, 2017.
4.7	Amending agreement to the Executive Compensation Contract with Morgan Poliquin dated January 1, 2019 and filed with the Commission on March 15, 2019.
4.8	Amending agreement to the Executive Compensation Contract with Duane Poliquin dated January 1, 2019 and filed with the Commission on March 15, 2019.
4.9	Administrative Services Agreement between the Company and Almadex Minerals Ltd. (formerly 1154229 B.C. Ltd.) dated March 29, 2018 and filed with the Commission on March 15, 2019.
4.10	Gold Loan Agreement between the Company and Almadex Minerals Ltd. dated effective May 14th, 2019 and filed with the commission on March 27, 2020.
4.11	Short Form Base Shelf Prospectus and filed with the commission on February 25, 2021
4.12	Form of Placement Agency Agreement dated March 16, 2021 - Incorporated by reference to the Form 6-K and filed with the Commission on March 16, 2021
4.13	Form of Securities Purchase Agreement - Incorporated by reference to the Form 6-K and filed with the Commission on March 16, 2021
4.14	Salary Deferral and Amendment Agreement and filed with the Commission on April 27, 2023
4.15	Amending Agreement dated October 2, 2025 to the Executive Compensation Contract with Morgan Poliquin dated January 29, 2013.
4.16	Executive Employment Contract between the Company and Douglas McDonald dated effective October 2, 2025.
5.	List of foreign patents – N/A
6.	Calculation of earnings per share – N/A
7.	Explanation of calculation of ratios – N/A
8.	List of subsidiaries
9.	Statement pursuant to the instruction to Item 8.A.4, regarding the financial statement filed in registration
	Statements for initial public offerings of securities – N/A
10.	Any notice required by Rule 104 of Regulation BTR – N/A
11	Audit Committee Charter
11.1	Nominating and Corporate Governance Committee-Duties and Responsibility

 

11.2	Compensation Committee-Responsibilities and Duties
11.3	Code of Business Ethics
11.4	Code of Business Conduct and Ethics for Directors
11.5	Communications Policy
11.6	Securities Trading Policy
11.7	Whistleblower Policy
11.8	Privacy Policy
	- Incorporated by reference to the Company’s Annual Report on Form 20-F for the year ended December 31, 2005, as filed with the Commission on March 30, 2006.
11.9	Shareholder Rights Plan dated April 13, 2011, as amended and reconfirmed at the 2017 Annual General Meeting and as reconfirmed at the 2020 Annual General Meeting. - Incorporated by reference to the Form 6-K filed with the Commission on April 15, 2011.
11.10	Amended Advance Notice Policy dated January 28, 2013, as amended May 1, 2015 as filed with the Commission on March 29, 2018.
11.11	Amended Majority Voting Policy – adopted by the Board of Directors on May 7, 2013, as amended effective May 15, 2017 as filed with the Commission on March 29, 2018.
11.12	Secured Gold Loan Amendment Agreement dated June 26, 2024 as filed with the Commission on April 29, 2025
11.13	Rock Creek Mill Purchase Agreement dated February 28, 2025 as filed with the Commission on April 29, 2025
12.1	Certification of CEO Pursuant to Securities Exchange Act, Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2	Certification of CFO Pursuant to Securities Exchange Act, Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1	Certification of CEO Pursuant to the Sarbanes-Oxley Act, 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2	Certification of CFO Pursuant to the Sarbanes-Oxley Act, 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
14.1	Consent of Jesse Aarsen as filed with the Commission on September 28, 2023
14.2	Amended S-K 1300 Technical Report Summary of the Ixtaca Gold-Silver Project as filed with the Commission on September 28, 2023.
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Documents
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within Inline XBRL document)

 

SIGNATURE

 

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

 

 

Almaden Minerals Ltd.

Registrant

 

Dated: March 19, 2026	By /s/Douglas McDonald
	Douglas McDonald, CEO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Financial Statements of

 

 

Almaden Minerals Ltd.

 

For the years ended December 31, 2025, 2024 and 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Almaden Minerals Ltd.

December 31, 2025, 2024 and 2023

 

 

Table of contents

 

 

Report of independent registered public accounting firm		1
Consolidated statements of financial position		2
Consolidated statements of comprehensive income (loss)		3
Consolidated statements of cash flows		4
Consolidated statements of changes in equity		5
Notes to the consolidated financial statements		6-33

 

 

 

 

 

 

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

 

To the Shareholders and Directors of

Almaden Minerals Ltd.

 

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated statements of financial position of Almaden Minerals Ltd. (the “Company”), as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income (loss), changes in equity, and cash flows for the years ended December 31, 2025, 2024 and 2023, and the related notes and schedules (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years ended December 31, 2025, 2024 and 2023 in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards).

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatements of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the Company’s auditor since 2015.

 

 

 

/s/ DAVIDSON & COMPANY LLP

 

 

 

Chartered Professional Accountants

Vancouver, Canada

 

March 19, 2026

 

 

731

 

Almaden Minerals Ltd.

Consolidated statements of financial position

(Expressed in Canadian dollars)

 

 

		December 31, 2025				December 31, 2024
		$				$
ASSETS
Current assets
Cash and cash equivalents (Note 13)			6,171,157				3,155,750
Gold in trust (Note 8)			-				1,491,281
Accounts receivable and prepaid expenses (Note 4)			331,736				293,952
Current assets			6,502,893				4,940,983
Non-current assets
Deposits			17,367				17,367
Right-of-use assets (Note 5)			127,153				228,875
Property and equipment (Note 6)			45,924				6,594,399
Exploration and evaluation assets (Note 7)			1				1
Non current assets			190,445				6,840,642
TOTAL ASSETS			6,693,338				11,781,625
LIABILITIES
Current liabilities
Trade and other payables (Note 11 (a))			463,186				424,465
Current portion of lease liabilities (Note 5)			128,766				113,981
Current liabilities			591,952				538,446
Non-current liabilities
Long-term portion of lease liabilities (Note 5)			34,358				163,124
Gold loan payable (Note 8)			-				8,128,263
Non current liabilities			34,358				8,291,387
Total liabilities			626,310				8,829,833
EQUITY
Share capital (Note 10)			141,104,844				141,040,654
Reserves (Note 10)			23,418,523				23,356,523
Deficit			(158,456,339	)			(161,445,385	)
Total equity			6,067,028				2,951,792
TOTAL EQUITY AND LIABILITIES			6,693,338				11,781,625

Nature of operations (Note 1)

Commitments and contingencies (Note 18)

 

 

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 19, 2026.

They are signed on the Company’s behalf by:

 

 

 

/s/Duane Poliquin		/s/ Michael Kosowan
Director		Director

 

Almaden Minerals Ltd.

Consolidated statements of comprehensive income (loss)

(Expressed in Canadian dollars)

 

 

		Year ended December 31, 2023
		2025				2024				(Revised – Note 19)
Expenses		$				$				$
Professional fees (Note 11(a))			299,230				318,619				1,113,336
Salaries and benefits (Note 11(a))			1,640,709				1,377,903				1,811,073
Travel and promotion			21,753				22,529				50,120
Depreciation (Note 6)			8,000				8,671				11,166
Office and other (Note 11(b))			78,611				73,407				182,457
Amortization of right-of-use assets (Note 5)			101,722				101,722				101,722
Occupancy expenses (Note 5)			50,699				40,318				39,858
Interest expense on lease liabilities (Note 5)			20,413				30,565				39,502
Interest and standby fees on gold loan payable (Note 8)			114,262				295,551				290,164
Listing and filing fees			106,068				100,406				193,490
Insurance			71,222				104,456				103,491
Directors’ fees (Note 11(a))			52,500				120,000				140,000
Share-based payments (Note 10(d) and 11(a))			128,000				-				810,150
Total Expenses			2,693,189				2,594,147				4,886,529
Other income (loss)
Administrative services fees (Note 11(b))			1,235,798				1,158,054				1,422,347
Interest and other income			261,131				218,390				370,741
Impairment of exploration and evaluation assets (Note 7)			(82,751	)			(55,374	)			(63,823,478	)
Gain on sale of property and equipment (Note 6)			4,684,164				-				-
Fair value adjustments on gold loan payable (Note 8)			(1,121,669	)			(1,199,904	)			(538,975	)
Unrealized gain on gold in trust (Note 8)			405,821				293,695				132,895
Unrealized foreign exchange gain (loss) on gold loan payable (Note 8)			402,803				(600,749	)			55,949
Unrealized foreign exchange gain (loss) on gold in trust (Note 8)			(79,506	)			114,785				(24,491	)
Unrealized gain on warrant liability (Note 9)			-				-				102,787
Loss on derecognition of gold loan payable (Note 8)			-				(372,941	)			-
Foreign exchange gain (loss)			(23,556	)			163,130				(49,599	)
Total other income (loss)			5,682,235				(280,914	)			(62,351,824	)
Income (loss) before income taxes			2,989,046				(2,875,061	)			(67,238,353	)
Deferred income tax recovery (expense) (Note 14)			-				-				3,090,208
Net Income (loss) for the year			2,989,046				(2,875,061	)			(64,148,145	)
Total comprehensive income (loss) for the year			2,989,046				(2,875,061	)			(64,148,145	)
Basic and diluted net income (loss) per share (Note 12)			0.02				(0.02	)			(0.47	)

 

 

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

 

Almaden Minerals Ltd.

Consolidated statements of cash flows

(Expressed in Canadian dollars)

 

 

						Year ended December 31, 2023
		2025				2024				(Revised – Note 19)
	$				$				$
Operating activities
Net income (loss) for the year			2,989,046				(2,875,061	)			(64,148,145	)
Items not affecting cash
Deferred income tax (recovery) expense			-				-				(3,090,208	)
Depreciation			8,000				8,671				11,166
Amortization of right-of-use assets			101,722				101,722				101,722
Impairment of exploration and evaluation assets			82,751				55,374				63,823,478
Interest expenses on lease liability			20,413				30,565				39,502
Interest and standby fees on gold loan payable			114,262				295,551				290,164
Gain on sale of property and equipment			(4,684,164	)			-				-
Fair value adjustments on gold loan payable			1,121,669				1,199,904				538,975
Unrealized gain on gold in trust			(405,821	)			(293,695	)			(132,895	)
Unrealized foreign exchange (gain) loss on gold loan payable			(402,803	)			600,749				(55,949	)
Unrealized foreign exchange (gain) loss on gold in trust			79,506				(114,785	)			24,491
Unrealized gain on warrant liability			-				-				(102,787	)
Loss on derecognition of gold loan payable			-				372,941				-
Share-based payments			128,000				-				810,150
Changes in non-cash working capital components
Accounts receivable and prepaid expenses			(37,784	)			142,321				(194,169	)
Trade and other payables			38,721				(426,693	)			601,499
Net cash used in operating activities			(846,482	)			(902,436	)			(1,483,006	)
Investing activities
Property and equipment – purchase			(41,580	)			(1,328	)			(2,037	)
Net proceeds on sale of property and equipment			11,266,219				-				-
Exploration and evaluation assets – costs			(82,751	)			(55,374	)			(799,253	)
Net cash from (used in) investing activities			11,141,888				(56,702	)			(801,290	)
Financing activities
Options exercised			8,000				-				-
Shares issuance cost on cashless exercise of options			(9,810	)			-				-
Repayment of gold loan payable			(7,143,795	)			-				-
Repayment of lease liabilities			(134,394	)			(131,095	)			(127,797	)
Net cash used in financing activities			(7,279,999	)			(131,095	)			(127,797	)
Change in cash and cash equivalents			3,015,407				(1,090,233	)			(2,412,093	)
Cash and cash equivalents, beginning of year			3,155,750				4,245,983				6,658,076
Cash and cash equivalents, end of year			6,171,157				3,155,750				4,245,983

 

 

 

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

 

Almaden Minerals Ltd.

Consolidated statements of changes in equity

(Expressed in Canadian dollars)

 

		Share capital												Reserves
		Number of shares				Amount				Share-based payments				Warrants				Total reserves				Deficit				Total
						$				$				$				$				$				$
Balance, January 1, 2023			137,221,408				141,040,654				21,830,405				715,968				22,546,373				(94,422,179	)			69,164,848
Share-based payments			-				-				810,150				-				810,150				-				810,150
Total comprehensive loss for the year (Revised – Note 19)			-				-				-				-				-				(64,148,145	)			(64,148,145	)
Balance, December 31, 2023			137,221,408				141,040,654				22,640,555				715,968				23,356,523				(158,570,324	)			5,826,853
Total comprehensive loss for the year			-				-				-				-				-				(2,875,061	)			(2,875,061	)
Balance, December 31, 2024			137,221,408				141,040,654				22,640,555				715,968				23,356,523				(161,445,385	)			2,951,792
Share-based payments			-				-				128,000				-				128,000				-				128,000
Options exercised			50,000				8,000				-				-				-				-				8,000
Fair value of cash share options transferred to share capital			-				6,000				(6,000	)			-				(6,000	)			-				-
Shares issued on cashless exercise of options			91,773				-				-				-				-				-				-
Shares issuance cost on cashless exercise of options			-				(9,810	)			-				-				-				-				(9,810	)
Fair value of cashless share options transferred to share capital			-				60,000				(60,000	)			-				(60,000	)			-				-
Total comprehensive income for the year			-				-				-				-				-				2,989,046				2,989,046
Balance, December 31, 2025			137,363,181				141,104,844				22,702,555				715,968				23,418,523				(158,456,339	)			6,067,028

 

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

 

 

 

 

 

 

 

 

 

 

 

 

1.

Nature of operations

 

Almaden Minerals Ltd. (the “Company” or “Almaden”) was formed by amalgamation under the laws of the Province of British Columbia, Canada on February 1, 2002. The Company is an exploration stage public company that is engaged directly in the exploration and development of exploration and evaluation property in Mexico. The Company’s shares are trade on the TSX Venture Exchange under the symbol “AMM”. The address of the Company’s registered office is Suite 1200 – 200 Burrard Street, Vancouver, BC, Canada V7X 1T2.

 

The Company is in the business of evaluating, exploring and developing mineral projects. In the past, the Company’s principal asset was the Ixtaca precious metals project located on the Tuligtic claim in Puebla State, Mexico. However, as discussed in Note 7, title to this project was revoked by the Mexican government.

 

These consolidated financial statements were prepared on a “going concern” basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As of December 31, 2025, the Company had cash of $6,171,157 (2024 – $3,155,750) and working capital of $5,910,941 (2024 – $4,402,537). The Company incurred a net income for the year ended December 31, 2025, of $2,989,046 (2024 – Net loss of $2,875,061; 2023 – Net loss of $64,148,145 – Revised – Note 19). Management has concluded that the Company has sufficient working capital to sustain operations for the next twelve months.

 

2.

Basis of presentation

 

(a)

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

 

These consolidated financial statements have been prepared in accordance and compliance with IFRS Accounting standards as issued by the International Accounting Standards Board (“IASB”).

 

(b)

Basis of preparation

 

These consolidated financial statements have been prepared on a historical cost basis except for the revaluation of certain financial assets and financial liabilities at fair value through profit or loss.

 

In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

 

These consolidated financial statements, including comparatives, have been prepared on the basis of IFRS standards that are effective as at December 31, 2025.

 

(c)

Functional currency

 

The functional and reporting currency of the Company and its subsidiaries is the Canadian dollar.

 

(d)

Significant accounting judgments and estimates

 

The preparation of these consolidated financial statements requires management to make judgments and estimates that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period.

 

6

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2025, 2024 and 2023

Expressed in Canadian dollars

 

2.

Basis of presentation (Continued)

 

(d)

Significant accounting judgments and estimates (continued)

 

Actual outcomes could differ from these judgments and estimates. The consolidated financial statements include judgments and estimates which, by their nature, are uncertain. The impacts of such judgments and estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both current and future periods.

 

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

 

Critical Judgments

 

Functional Currency

 

o

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

 

Estimates

 

o

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

o

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

o

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

o

The assessment of indications of impairment of property plant and equipment and related determination of the net realizable value and write-down of those assets where applicable (Note 3(f)); and

o

The estimated incremental borrowing rate used to calculate the lease liabilities.

 

7

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2025, 2024 and 2023

Expressed in Canadian dollars

 

3.

Material accounting policies

 

(a)

Basis of consolidation

 

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries as follows:

 

Schedule of consolidated financial statements
		Jurisdiction		Nature of operations
	Puebla Holdings Inc.	Canada		Holding company
	Minera Gorrion, S.A. de C.V.	Mexico		Exploration company

 

Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Inter-company balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated in preparing these consolidated financial statements.

 

(b)

Foreign currencies

 

Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing on the transaction dates. At each financial position reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at the date of the statement of financial position. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

 

(c)

Financial instruments

 

A financial asset is classified as measured at: amortized cost, fair value through other comprehensive income (FVOCI), or fair value through profit or loss (FVTPL). The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. Derivatives embedded in contracts where the host is a financial asset in the scope of the standard are never separated. Instead, the hybrid financial instrument as a whole is assessed for classification. The Company's financial assets consist primarily of cash and cash equivalents, and accounts receivable and are classified at amortized cost.

 

Financial liabilities comprise the Company’s trade and other payables. Financial liabilities are initially recognized on the date they are originated and are derecognized when the contractual obligations are discharged or cancelled or expire. Trade and other payables are recognized initially at fair value and subsequent are measured at amortized costs using the effective interest method, when materially different from the initial amount. Gold loan payable is classified as FVTPL. Fair value is determined based on the market price of gold plus accrued interest.

 

(i)

Impairment of financial assets

 

An ‘expected credit loss’ (ECL) model applies to financial assets measured at amortized cost, contract assets and debt investments at FVOCI, but not to investments in equity instruments. The Company's financial assets measured at amortized cost and subject to the ECL model include cash and cash equivalents, and accounts receivable.

 

8

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2025, 2024 and 2023

Expressed in Canadian dollars

 

3.

Material accounting policies (Continued)

 

(c)

Financial instruments (continued)

 

(ii)

Embedded derivatives

 

Derivatives may be embedded in other financial instruments (the “host instrument”). Embedded derivatives are treated as separate derivatives when their economic characteristics and risks are not clearly and closely related to those of the host instrument, the terms of the embedded derivative are the same as those of a stand-alone derivative, and the combined contract is not held for trading or designated at fair value. These embedded derivatives are measured at fair value with subsequent changes recognized in profit or loss.

 

The Company issued warrants exercisable in a currency other than the Company’s functional currency and as a result, the warrants are derivative financial instruments.

 

Derivative financial instruments are initially recognized at fair value and subsequently measured at fair value with changes in fair value recognized in profit or loss. Transaction costs are recognized in profit or loss as incurred.

 

(d)

Cash and cash equivalents

 

Cash equivalents include term deposits and money market instruments which are readily convertible into cash or have maturities at the date of purchase of less than ninety days.

 

(e)

Property and equipment

 

Property and equipment are stated at cost less accumulated depreciation and impairment losses, and are depreciated annually on a declining-balance basis if available-for-use at the following rates:

 

Schedule of property, plant and equipment
Furniture, fixtures and other	20%
Computer hardware and software	30%
Geological library	20%
Field equipment	20%

 

 

(f)

Exploration and evaluation assets

 

The Company is in the exploration stage with respect to any investments it may have in exploration and evaluation assets and, accordingly, follows the practice of capitalizing all costs relating to the acquisition of, exploration for and development of mineral claims to which the Company has rights and crediting all proceeds received from farm-out arrangements or recovery of costs against the cost of the related claims. Acquisition costs include, but are not exclusive to land surface rights acquired. Deferred exploration costs include, but are not exclusive to geological, geophysical studies, annual mining taxes, exploratory drilling and sampling. At such time as commercial production commences, these costs would be charged to profit or loss on a unit-of-production method based on proven and probable reserves. The aggregate costs related to abandoned mineral claims are charged to profit or loss at the time of any abandonment or when it has been determined that there is evidence of an impairment.

 

9

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2025, 2024 and 2023

Expressed in Canadian dollars

 

3.

Material accounting policies (Continued)

 

The Company considers the following facts and circumstances in determining if it should test exploration and evaluation assets for impairment:

 

(i)

the period for which the Company has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;

(ii)

substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;

(iii)

exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and

(iv)

sufficient data exists to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation assets is unlikely to be recovered in full from successful development or by sale.

 

An impairment charge may be reversed but only to the extent that this does not exceed the original carrying value of the property that would have resulted if no impairment had been recognized. General exploration costs in areas of interest in which the Company has not secured rights are expensed as incurred.

 

The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain financing to complete development of the properties, and on future production or proceeds of disposition.

 

The Company recognizes in profit or loss costs recovered on exploration and evaluation assets when amounts received or receivable are in excess of the carrying amount.

 

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to development asset within property and equipment.

 

All capitalized exploration and evaluation expenditures are monitored for indications of impairment.

 

Where a potential impairment is indicated, assessments are performed for each area of interest. To the extent that exploration expenditure is not expected to be recovered, it is charged to profit or loss. Exploration areas where reserves have been discovered, but require major capital expenditure before production can begin, are continually evaluated to ensure that commercial quantities of reserves exist or to ensure that additional exploration work is underway as planned.

 

(g)

Impairment of property and equipment

 

Property and equipment are reviewed for impairment at least annually, or if there is any indication that the carrying amount may not be recoverable. If any such indication is present, the recoverable amount of the asset is estimated in order to determine whether impairment exists. Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs.

 

10

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2025, 2024 and 2023

Expressed in Canadian dollars

 

3.

Material accounting policies (Continued)

 

(g)

Impairment of property and equipment (continued)

 

An asset’s recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value, using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying amount is reduced to the recoverable amount by way of recording an impairment charge to profit or loss. Where an impairment subsequently reverses, the carrying amount is increased to the revised estimate of recoverable amount but only to the extent that this does not exceed the carrying value that would have been determined if no impairment had previously been recognized.

 

(h)

Income taxes

 

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to items recognized directly in equity or in other comprehensive income.

 

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

 

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

 

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

 

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

 

11

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2025, 2024 and 2023

Expressed in Canadian dollars

 

3.

Material accounting policies (Continued)

 

(i)

Share-based payments

 

The Company’s stock option plan allows Company employees, directors, officers and consultants to acquire shares of the Company. The fair value of options granted is recognized as share-based payment expense with a corresponding increase in equity reserves. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee.

  

Fair value is measured at grant date, and each tranche is recognized using the graded vesting method over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option-pricing model, taking into account the terms and conditions upon which the options were granted. At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the actual number of stock options that are expected to vest. In situations where equity instruments are issued to consultants and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at the fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of goods or services received.

 

(j)

Share capital

 

Proceeds from the exercise of stock options and warrants are recorded as share capital in the amount for which the option or warrant enabled the holder to purchase a share in the Company, in addition to the proportionate amount of reserves originally created at the issuance of the stock options or warrants. Share capital issued for non-monetary consideration is valued at the closing market price at the date of issuance. The proceeds from the issuance of units are allocated between common shares and common share purchase warrants based on the residual value method. Under this method, the proceeds are allocated to common shares based on the fair value of a common share at the announcement date of the unit offering and any residual remaining is allocated to common share purchase warrants.

 

Certain of the Company’s warrants were exercisable in a currency other than the functional currency of the Company. As a result, the fair value allocated to the warrant was recorded as a derivative financial liability with residual value being attributed to the equity unit. The fair value of the warrant was determined using the Black-Scholes Option Pricing Model and was marked to market at the end of each period. Upon exercise of the warrant, the fair value of the warrant at the date of exercise was transferred to share capital.

 

(k)

Reclamation and closure cost obligations

 

Decommissioning and restoration provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.

 

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation and discount rates. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows discounted for the market discount rate.

 

12

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2025, 2024 and 2023

Expressed in Canadian dollars

 

3.

Material accounting policies (Continued)

 

(k)

Reclamation and closure cost obligations (continued)

 

Over time, the discounted liability is increased for the changes in the present value based on the current market discount rates and liability risks. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount receivable can be measured reliably.

 

When the Company enters into an option agreement on its exploration and evaluations assets, as part of the option agreement, responsibility for any reclamation and remediation becomes the responsibility of the optionee.

 

(l)

Net income (loss) per share

 

The Company presents the basic and diluted net loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted net loss per share is determined by adjusting the net loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares (Note 12).

 

(m)

Leases

 

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement exists, and if the Company has the right to direct the use of the asset. At inception or on reassessment of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative standalone prices.

 

As a lessee, the Company recognizes a right-of-use asset and a lease liability at the commencement date of a lease. The right-of-use asset is initially measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

 

The right-of-use asset is subsequently depreciated using the straight line method from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. In addition, the right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

 

13

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2025, 2024 and 2023

Expressed in Canadian dollars

 

3.

Material accounting policies (Continued)

 

(m)

Leases (continued)

 

A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by the interest rate implicit in the lease, or if that rate cannot be readily determined, the incremental borrowing rate. Lease payments included in the measurement of the lease liability are comprised of:

 

·

fixed payments, including in-substance fixed payments, less any lease incentives receivable;

·

variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

·

amounts expected to be payable under a residual value guarantee;

·

exercise prices of purchase options if the Company is reasonably certain to exercise that option; and

·

payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.

 

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, or if there is a change in the estimate or assessment of the expected amount payable under a residual value guarantee, purchase, extension or termination option. Variable lease payments not included in the initial measurement of the lease liability are charged directly to profit or loss.

 

The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The lease payments associated with these leases are charged directly to profit or loss on a straight-line basis over the lease term.

 

(n)

New standards issued and not yet effective

 

The following new standards, amendments to standards and interpretations have been issued but are not effective during the year ended December 31, 2025.

 

On April 9, 2024, the IASB issued a new standard – IFRS 18, “Presentation and Disclosure in Financial Statements” with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to:

·

the structure of the statement of profit or loss;

·

required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (that is, management-defined performance measures); and

·

enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.

 

IFRS 18 will replace IAS 1; many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will apply for reporting periods beginning on or after January 1, 2027 and also applies to comparative information. Adoption of IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it might change what an entity reports as its ‘operating profit or loss’. The Company is currently assessing the impact the new standard will have on its financial statements.

 

14

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2025, 2024 and 2023

Expressed in Canadian dollars

 

4.

Accounts receivable and prepaid expenses

 

Accounts receivable and prepaid expenses consist of the following:

 

Schedule of accounts receivable and prepaid expenses
		December 31,				December 31,
		2025				2024
Accounts receivable (Note 11(b))		$	310,294			$	239,265
Prepaid expenses			21,442				54,687
Total		$	331,736			$	293,952

 

At December 31, 2025, the Company has recorded value added taxes of $14,033 (2024 - $53,883) included in exploration and evaluation assets, as the value added tax relates to the Tuligtic project and is expected to be recovered when the asset is sold (Note 7).

 

5.

Right-of-use assets and lease liabilities

 

The Company has lease agreements for its headquarter office space in Vancouver, B.C.

 

One lease containing an extension option exercisable only by the Company was exercised on November 22, 2021. The lease was therefore extended from March 31, 2022 to March 31, 2027. The Company reassessed this significant event as a lease modification and has estimated that the potential future lease payments under the extended lease term would result in an increase in lease liability by $508,799.

 

The continuity of lease liabilities for the years ended December 31, 2025 and 2024 are as follows:

 

Schedule of continuity of lease liabilities
		December 31, 2025				December 31, 2024
Opening balance		$	277,105			$	377,635
Less: lease payments			(134,394	)			(131,095	)
Interest expense			20,413				30,565
			163,124				277,105
Less: current portion of lease liabilities			(128,766	)			(113,981	)
Long-term portion of lease liabilities		$	34,358			$	163,124

 

The continuity of ROU assets for the years ended December 31, 2025 and 2024 are as follows:

 

Schedule of continuity of ROU assets
		December 31, 2025				December 31, 2024
Opening balance		$	228,875			$	330,597
Less: amortization of ROU assets			(101,722	)			(101,722	)
		$	127,153			$	228,875

 

15

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2025, 2024 and 2023

Expressed in Canadian dollars

 

5.

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

 

During the year ended December 31, 2025, the Company recognized occupancy expenses of $50,699 (2024 - $40,318; 2023 - $39,858) related to short term leases.

 

As at December 31, 2025, the remaining payments for the operating lease are due as follows:

 

Schedule of remaining payments for the operating lease
		2026				2027				2028				2029				2030				Total
Office lease		$	177,268			$	44,523				-				-				-			$	221,791

 

 

6.

Property and equipment

 

Schedule of property, plant and equipment
		Furniture and fixtures and other				Computer hardware				Computer software				Geological library				Field equipment				Mill equipment				Total
		$				$				$				$				$				$				$
Cost
December 31, 2024			160,941				273,135				198,981				51,760				245,647				6,568,841				7,499,305
Additions			-				24,443				3,923				-				-				13,214				41,580
Disposals			-				-				-				-				-				(6,582,055	)			(6,582,055	)
December 31, 2025			160,941				297,578				202,904				51,760				245,647				-				958,830
Accumulated depreciation
December 31, 2024			155,729				261,979				195,628				51,257				240,313				-				904,906
Depreciation			1,043				4,539				1,251				100				1,067				-				8,000
December 31, 2025			156,772				266,518				196,879				51,357				241,380				-				912,906
Carrying amounts
December 31, 2024			5,212				11,156				3,353				503				5,334				6,568,841				6,594,399
December 31, 2025			4,169				31,060				6,025				403				4,267				-				45,924

 

On February 28, 2025, the Company signed a definitive agreement (the “Agreement”) to sell certain assets comprising the Rock Creek Mill for a purchase price of US$9,700,000 (the “Purchase Price”). Closing of the transaction was subject to certain conditions, including completion of a final inspection by the Purchaser. The Purchase Price is payable in certain instalments as follows:

 

1.

US$2,000,000 is due within 14 days of the execution of the Agreement.

2.

US$3,000,000 shall be paid upon verification of transport scheduling.

3.

US$2,000,000 shall be paid following the final inspection.

4.

US$2,700,000 shall be paid when the assets are prepared for shipment, subject to adjustment based on the final inspection.

 

15% of the Purchase Price was payable as a commission by Almaden to an equipment sales broker.

 

16

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2025, 2024 and 2023

Expressed in Canadian dollars

 

6.

Property and equipment (Continued)

 

On July 11, 2025, the Company closed on the sale of the Rock Creek Mill equipment for net proceeds of $11,266,219, after payment of a 15% sales commission of $1,986,948. The carrying value of the equipment was $6,582,055, resulting in a gain on sale of property and equipment of $4,684,164 as recorded on the Consolidated Statements of Comprehensive Income (Loss).

 

		Furniture and fixtures and other				Computer hardware				Computer software				Geological library				Field equipment				Mill equipment				Total
		$				$				$				$				$				$				$
Cost
December 31, 2023			160,941				271,807				198,981				51,760				245,647				6,568,841				7,497,977
Additions			-				1,328				-				-				-				-				1,328
December 31, 2024			160,941				273,135				198,981				51,760				245,647				6,568,841				7,499,305
Accumulated depreciation
December 31, 2023			154,426				257,507				194,191				51,132				238,979				-				896,235
Depreciation			1,303				4,472				1,437				125				1,334				-				8,671
December 31, 2024			155,729				261,979				195,628				51,257				240,313				-				904,906
Carrying amounts
December 31, 2023			6,515				14,300				4,790				628				6,668				6,568,841				6,601,742
December 31, 2024			5,212				11,156				3,353				503				5,334				6,568,841				6,594,399

 

 

 

 

 

 

17

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2025, 2024 and 2023

Expressed in Canadian dollars

 

7.

Exploration and evaluation assets

 

Schedule of exploration and evaluation assets
Tuligtic		December 31, 2025				December 31, 2024
Exploration and evaluation assets		$				$
Acquisition costs:
Opening balance			1				1
Closing balance			1				1
Deferred exploration costs:
Opening balance			-				-
Costs incurred during the year
Professional/technical fees			90,828				154,246
Travel and accommodation			1,755				35,931
Supplies and miscellaneous			-				78,709
Environmental and permit			767				35,391
Value-added tax (Note 4)			14,033				53,883
Refund - Value-added tax			(24,632	)			(302,786	)
Impairment of deferred exploration cost			(82,751	)			(55,374	)
Total deferred exploration costs during the year			-				-
Closing balance			-				-
Total exploration and evaluation assets			1				1

 

During the year ended December 31, 2025, the Company recorded an impairment of acquisition cost of $Nil 0(2024 - 0$Nil; 2023 - $11,308,720) and deferred exploration costs of $82,751 (2024 - $55,374; 2023 - $52,514,758) with respect to Tuligtic property due to the Mexican government’s action to revoke the Company’s mineral concession title and to prevent any further exploration and development plans on the Tuligtic property.

 

Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral claims.

 

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

 

(a)

Tuligtic

 

The Tuligtic property consisted of two mineral concessions which the Company applied for in 2002 and 2008. The mineral concessions were granted in 2003 and 2009, respectively (“the “Concessions”). The Company held a 100% interest in the Concessions subject to a 2.0% NSR royalty held by Almadex Minerals Ltd (‘’Almadex”). The Concessions covered approximately 14,000 Ha, including certain endowed lands of the Ejido Tecoltemi, which comprise approximately 330 Ha. The Concessions were located in Puebla State, Mexico and underpinned the discovery made by the Company in 2010, referred to as “Ixtaca”.

 

In 2015, the Ejido Tecoltemi initiated a lawsuit against the Mexican government (President, Congress, Ministry of Economy, Directorate of Mines, Mining Registry Office) asserting that the Mexican mining law is unconstitutional because it fails to include provisions requiring consultation of indigenous communities before granting mineral titles. This lawsuit ultimately came before Mexico’s Supreme Court (“SCJN”), and in early 2022, the SCJN ruled that the Mexican mineral title law is constitutional, but that the Ministry of Economy (“Economia”) should have provided for a consultation procedure with relevant indigenous communities prior to issuing the Concessions to the Company. The SCJN ordered Economia to declare the Concessions insubsistentes, or “ineffective” and to conduct indigenous consultation prior to re-instating them.

 

18

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2025, 2024 and 2023

Expressed in Canadian dollars

 

7.

Exploration and evaluation assets (Continued)

 

(a)

Tuligtic (continued)

 

In July, 2022 the Company announced that Economia notified Almaden that the Concessions were “ineffective”. The Company understood that the mineral rights at Tuligtic were preserved for the Company, but that Almaden was not allowed to engage in exploration, until such time as Economia completed its court-ordered process to properly issue the Concessions after conducting indigenous consultation in the area covered by the mineral title applications.

 

However, on February 22, 2023, Economia made a submission to Mexican courts seeking to deny the two mineral title applications which were first made by Almaden in 2002 and 2008 (the “Submission”). The Submission claimed that the applications contain technical faults, despite Economia’s previous statements to the contrary and its acceptance of the mineral title applications and grant of the Concessions in 2003 and 2009.

 

During the year ended December 31, 2024, the Company submitted a claim for arbitration under the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (“CPTPP”) (Note 18). Almaden alleges that Mexico has breached its obligations under the CPTPP through actions which blocked the development of the Ixtaca project and ultimately retroactively terminated the Company’s mineral concessions, causing the loss of the Company’s investments in Mexico.

 

(b)

Other

 

Expenditures incurred by the Company in Mexico are subject to Mexican Value added tax (“VAT”). The VAT is included in exploration and evaluation assets as incurred. Under Mexican law, VAT paid can be used in the future to offset amounts resulting from VAT charged on sales. Under certain circumstances and subject to approval from tax authorities, A Company can also apply for an early refund of VAT prior to generating sales. During 2025, the Company received a VAT recovery of $24,632 (2024 - $302,786; 2023 - $561,086) and other income of $7,159 (2024 - $83,660; 2023 - $173,876) related to a VAT refund from prior years which is recorded in interest and other income.

 

8.

Gold loan payable and gold in trust

 

The Company has entered into a secured gold loan agreement (“Gold Loan”) with Almadex or the “Lender” pursuant to which Almadex has agreed to loan up to 1,597 ounces of gold bullion to the Company. The approximate value of this gold as at May 14, 2019 was USD$2,072,060 or $2,790,858.

 

Under the terms of the Gold Loan, the Company will be entitled to draw-down the gold in minimum 400 ounce tranches. At any given time, the amount of gold ounces drawn multiplied by the London Bullion Market Association (“LBMA”) AM gold price in US dollars, plus any accrued interest or unpaid fees, shall constitute the Loan Value.

 

19

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2025, 2024 and 2023

Expressed in Canadian dollars

 

8.

Gold loan payable and gold in trust (Continued)

 

The maturity date for the Gold Loan was March 31, 2024, and can be extended by two years 2 at the discretion of the Company (the “Term”). Repayment of the Loan Value shall be made either through delivery of that amount of gold drawn, or through the issuance of common shares of the Company (“Shares”), according to the Lender’s discretion. Mandatory prepayment shall be required in the event that the Company’s Ixtaca gold-silver project located in Puebla State, Mexico (the “Ixtaca Project”) enters into commercial production during the Term, requiring the Company to deliver 100 gold ounces per month to the Lender. In addition, the Company has the right to pre-pay the Loan Value at any time without penalty, in either gold bullion or Shares as chosen by the Lender, and the Lender has the right to convert the Loan Value into Shares at any time during the Term. The conversion rate is equal to 95% of the 5 trading day volume weighted average price of the Share on the Toronto Stock Exchange or an equivalent at that time.

 

The annual interest rate of the Gold Loan is 10% of the loan value at drawdown date, calculated monthly, paid in arrears. Interest payments can either be accrued to the Loan Value, or paid by the Company in cash or gold bullion. A standby fee of 1% per annum, accrued quarterly, will be applied to any undrawn amount on the Gold Loan.

 

In addition, the Company issued Almadex 500,000 transferable share purchase warrants (“Warrants”), with an exercise price of $1.50 per Share and expiry date of May 14, 2024 as an arrangement fee to cover the administrative costs of setting up the credit facility. These warrants were valued at $50,000 using the Black-Scholes option-pricing model with the following assumptions: expected life of five years, risk-free interest rate of 1.54%, expected dividend yield of 0% and expected volatility of 44.25%.

 

Security for the loan is certain equipment related to the Rock Creek Mill, which is not required for the Ixtaca Project. The Gold Loan includes industry standard provisions in the event of default, material breach and change of control.

 

The Gold Loan was recorded at fair value at inception and is subsequently measured at fair value through profit or loss plus accrued interest at 10% per annum. Fair value is based on market price of gold at the end of each reporting period.

 

On March 12, 2024, the Company formally notified the Lender to extend the maturity date of the Gold Loan from March 31, 2024 to March 31, 2026. On June 26, 2024, the Gold Loan was amended by both the Borrower and the Company in connection with its Ixtaca Project and to extend the maturity date from March 31, 2026 to March 31, 2030. The amendment resulted in a substantial modification of the Gold Loan; accordingly the Company derecognized the existing liability and recognized the new liability at fair value, resulting in a loss on substantial modification of $372,941.

 

Upon maturity date, at the discretion of the Lender, Almadex still has the right to convert the Loan Value into Shares at the same conversion rate. However, the maximum number of Shares issuable is at 13,722,000 Shares. If any additional payments are required, the balance of the Loan Value shall be paid by gold bullion.

 

During the year ended December 31, 2025, the Company notified Almadex of its intention to make an early repayment of the outstanding Gold Loan. The gold Loan Value was fixed as of May 13, 2025 with the total outstanding loan balance including accrued interest and standby fees, determined to be US$5,194,354 (the “Loan Amount”). Under the agreement, Almaden was to repay the Loan Amount by physical delivery of gold bullion of 99.99% purity to Almadex, with such delivery occurring following Almaden’s receipt of the final payment from the sale of its Rock Creek mill pursuant to the purchase agreement dated February 28, 2025 (Note 7). The amount of borrowed gold to be delivered was to be determined based on the prevailing London Bullion Market Association AM gold price in U.S. dollars on the business day prior to the settlement date. In addition to the borrowed gold, Almaden was to return the undrawn portion of the Gold Loan, comprising 397 ounces of gold bullion.

 

20

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2025, 2024 and 2023

Expressed in Canadian dollars

 

8.

Gold loan payable and gold in trust (Continued)

 

On July 17, 2025, the Company completed the repayment of the Gold Loan to Almadex pursuant to the secured gold loan agreement. The repayment involved the return to Almadex of 397 ounces of gold which were not drawn under the Gold Loan, plus the payment of US$5,194,354 through the delivery to Almadex of approximately 1,553 ounces of 99.99% purity physical gold bullion, as described above.

 

The continuity of gold loan payable is as follows:

 

Schedule of gold loan payable
		December 31, 2025				December 31, 2024
Gold loan payable – opening balance		$	8,128,263			$	5,659,118
Interest and standby fees expense			114,262				295,551
Fair value adjustments			1,121,669				1,199,904
Loss on derecognition			-				372,941
Foreign exchange difference			(402,803	)			600,749
Repayment of gold loan payable			(8,961,391	)			-
Gold loan payable – closing balance		$	-			$	8,128,263

 

At December 31, 2025, Almaden has 0 nil ounces (397 ounces at December 31, 2024) of gold bullion on its account at a fair value of $ 0 Nil ($1,491,281 at December 31, 2024).

 

The continuity of gold in trust is as follows:

 

Schedule of gold in trust
		December 31, 2025								December 31, 2024
		Ounces				$				Ounces				$
Gold in trust, opening balance			397				1,491,281				397				1,082,801
Change in fair value through profit & loss			-				405,821				-				293,695
Foreign exchange difference			-				(79,506	)			-				114,785
Repayment of gold loan payable			(397	)			(1,817,596	)
			-				-				397				1,491,281

 

 

9.

Warrant liability

 

In connection with the registered direct offering private placement completed during the year ended December 31, 2021, the Company issued a total of 7,923,077 warrants exercisable at US$0.80 per share. The fair value of these warrants on issuance was $2,371,174, valued using the Black-Scholes option-pricing model with the following assumptions:

 

Schedule of warrant assumptions
Risk-free interest rate	0.53%
Expected life of warrants	3.00 years
Expected annualized volatility	72.42%
Dividend	Nil
Forfeiture rate	0%

 

21

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2025, 2024 and 2023

Expressed in Canadian dollars

 

9.

Warrant liability (Continued)

 

The fair value is recorded as a derivative financial liability as these warrants are exercisable in US dollars, differing from the Company’s functional currency. The change in fair value resulted in an unrealized gain of 0$Nil (December 31, 2024 - 0$Nil; December 31, 2023 - $102,787) and is recognized in the consolidated statements of comprehensive income (loss) for the year ended December 31, 2024. The warrants expired on March 18, 2024.

 

10.

Share capital and reserves

 

(a)

Authorized share capital

 

At December 31, 2025, the authorized share capital comprised an unlimited number of common shares. The common shares do not have a par value. All issued shares are fully paid.

 

(b)

Details of other issues of common shares in 2025, 2024 and 2023

 

During the year-ended December 31, 2025, 50,000 stock options were exercised at a price of $0.16 for a proceed of $8,000 and the total number of shares issued in connection with the cashless exercise of options was 91,773.

 

There were no share issuances during the years-ended December 31, 2024 and 2023.

 

(c)

Warrants

 

There were no warrants for the year ended December 31, 2025. The continuity of warrants for the years ended December 31, 2024 and 2023 are as follows:

 

Schedule of Continuity of Warrants
		Exercise		December 31,																December 31,
Expiry date		price		2023				Issued				Exercised				Expired				2024
March 18, 2024		USD$0.80			7,923,077				-				-				(7,923,077	)			-
March 18, 2024		USD$0.80			435,769				-				-				(435,769	)			-
May 14, 2024		$1.50			500,000				-				-				(500,000	)			-
Warrants outstanding and exercisable					8,858,846				-				-				(8,858,846	)			-
Weighted average exercise price				$	1.08				-				-			$	1.08				-

 

 

The weighted average remaining life of warrants outstanding at December 31, 2024 was nil years (2023 – 0.22 years).

 

		Exercise		December 31,																December 31,
Expiry date		price		2022				Issued				Exercised				Expired				2023
March 27, 2023		$0.50			5,489,658				-				-				(5,489,658	)			-
August 6, 2023		$0.90			3,100,000				-				-				(3,100,000	)			-
March 18, 2024		USD$0.80			7,923,077				-				-				-				7,923,077
March 18, 2024		USD$0.80			435,769				-				-				-				435,769
May 14, 2024		$1.50			500,000				-				-				-				500,000
Warrants outstanding and exercisable					17,448,504				-				-				(8,589,658	)			8,858,846
Weighted average exercise price				$	0.88				-				-			$	0.64			$	1.08

 

 

22

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2025, 2024 and 2023

Expressed in Canadian dollars

 

10.

Share capital and reserves (Continued)

 

(d)

Share purchase option compensation plan

 

The Company’s stock option plan permits the issuance of options up to a maximum of 10% of the Company’s issued share capital. Stock options issued to any consultant or person providing investor relations services cannot exceed 2% of the issued and outstanding common shares in any twelve month period. At December 31, 2025, the Company had reserved 2,101,318 stock options that may be granted. The exercise price of any option cannot be less than the volume weighted average trading price of the shares for the five trading days immediately preceding the date of the grant.

 

The maximum term of all options is five years. The Board of Directors determines the term of the option (to a maximum of five years) and the time during which any option may vest. Options granted to consultants or persons providing investor relations services shall vest in stages with no more than 25% of such option being exercisable in any three month period. All options granted during the years ended December 31, 2025, 2024 and 2023 vested on the grant date.

 

The Company’s stock option plan permits the option holder to exercise cashless by surrendering a portion of the underlying option shares to pay for the exercise price and the corresponding withholding taxes, if applicable.

 

The continuity of stock options for the years ended December 31, 2025, 2024 and 2023 are as follows:

 

Schedule of Share options
Expiry date		Exercise price				December 31, 2024				Granted				Exercised				Forfeited				December 31, 2025
March 7, 2027		$	0.38				1,000,000				-				-				-				1,000,000
June 10, 2027		$	0.33				3,375,000				-				-				(265,000	)			3,110,000
October 4, 2027		$	0.30				755,000				-				-				-				755,000
December 16, 2027		$	0.33				855,000				-				-				(15,000	)			840,000
February 14, 2028		$	0.30				600,000				-				-				-				600,000
April 3, 2028		$	0.26				1,575,000				-				-				-				1,575,000
July 10, 2028		$	0.16				2,470,000				-				(550,000	)(i)			-				1,920,000
September 19, 2028		$	0.18				1,035,000				-				-				-				1,035,000
August 9, 2030		$	0.25				-				800,000				-				-				800,000
Options outstanding and exercisable							11,665,000				800,000				(550,000	)			(280,000	)			11,635,000
Weighted average exercise price						$	0.27			$	0.25			$	0.16			$	0.33			$	0.27

 

In accordance with the Company’s stock option plan, the option holder exercised 500,000 stock options on a cashless basis at an exercise price of $0.22 resulting in the issuance of 91,773 shares. In addition, 50,000 stock options were exercised at a price of $0.16 for a proceed of $8,000.

 

The weighted average remaining life of stock options outstanding at December 31, 2025 was 2.13 years (2024 – 2.97 years).

 

23

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2025, 2024 and 2023

Expressed in Canadian dollars

10.

Share capital and reserves (Continued)

 

(d)

Share purchase option compensation plan

 

Expiry date		Exercise price				December 31, 2023				Granted				Exercised				Forfeited				December 31, 2024
March 7, 2027		$	0.38				1,125,000				-				-				(125,000	)			1,000,000
June 10, 2027		$	0.33				3,640,000				-				-				(265,000	)			3,375,000
October 4, 2027		$	0.30				755,000				-				-				-				755,000
December 16, 2027		$	0.33				855,000				-				-				-				855,000
February 14, 2028		$	0.30				600,000				-				-				-				600,000
April 3, 2028		$	0.26				1,975,000				-				-				(400,000	)			1,575,000
July 10, 2028		$	0.16				2,520,000				-				-				(50,000	)			2,470,000
September 19, 2028		$	0.18				1,035,000				-				-				-				1,035,000
Options outstanding and exercisable							12,505,000				-				-				(840,000	)			11,665,000
Weighted average exercise price						$	0.27				-				-			$	0.29			$	0.27

 

The weighted average remaining life of stock options outstanding at December 31, 2024 was 2.97 years (2023 – 3.96 years).

 

Expiry date		Exercise price				December 31, 2022				Granted				Exercised				Expired				December 31, 2023
February 9, 2023		$	0.97				350,000				-				-				(350,000	)			-
March 3, 2023		$	0.96				250,000				-				-				(250,000	)			-
March 31, 2023		$	0.68				1,975,000				-				-				(1,975,000	)			-
May 8, 2023		$	0.69				100,000				-				-				(100,000	)			-
May 28, 2023		$	0.65				100,000				-				-				(100,000	)			-
July 8, 2023		$	0.62				2,420,000				-				-				(2,420,000	)			-
September 18, 2023		$	0.51				960,000				-				-				(960,000	)			-
March 7, 2027		$	0.38				1,125,000				-				-				-				1,125,000
June 10, 2027		$	0.33				3,640,000				-				-				-				3,640,000
October 4, 2027		$	0.30				755,000				-				-				-				755,000
December 16, 2027		$	0.33				855,000				-				-				-				855,000
February 14, 2028		$	0.30				-				600,000				-				-				600,000
April 3, 2028		$	0.26				-				1,975,000				-				-				1,975,000
July 10, 2028		$	0.16				-				2,520,000				-				-				2,520,000
September 19, 2028		$	0.18				-				1,035,000				-				-				1,035,000
Options outstanding and exercisable							12,530,000				6,130,000				-				(6,155,000	)			12,505,000
Weighted average exercise price						$	0.49			$	0.21				-			$	0.66			$	0.27

 

The fair value of options granted during the years ended December 31, 2025 and 2023, calculated using the Black-Scholes option-pricing model at grant date, are as follows:

 

24

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2025, 2024 and 2023

Expressed in Canadian dollars

 

10.

Share capital and reserves (Continued)

 

(d)

Share purchase option compensation plan (Continued)

 

Schedule of share option fair value assumptions
Number of options		Date of grant		Fair value per share		Risk free interest rate		Expected life (in years)		Expected volatility		Expected dividends
800,000		August 11, 2025		$0.16		2.93%		5		79.83%		$Nil
1,035,000		September 19, 2023		$0.10		3.96%		5		71.15%		$Nil
2,520,000		July 10, 2023		$0.12		3.81%		5		70.98%		$Nil
1,975,000		April 3, 2023		$0.15		2.87%		5		68.52%		$Nil
600,000		February 13, 2023		$0.18		3.43%		5		68.61%		$Nil

 

Total share-based payments expenses as a result of options granted and vested during the year ended December 31, 2025 was $128,000 (2024 - $ 0 Nil; 2023 - $810,150).

 

11.

Related party transactions and balances

 

(a)

Compensation of key management personnel

 

Key management includes members of the Board, the Chair, the Vice Chair (formerly President and Chief Executive Officer), the President and Chief Executive Officer (formerly Executive VP) and the Chief Financial Officer. The net aggregate compensation paid or payable to key management for services after recovery from Azucar Minerals Ltd. (Azucar) and Almadex (Note 11 (b)) is as follows:

 

Schedule of related party payments
		December 31,				December 31,				December 31,
		2025				2024				2023
Professional fees		$	-			$	-			$	50,588
Salaries and benefits			490,108				271,250				398,307	(1)
Share-based payments			128,000				-				702,000
Directors’ fees			52,500				120,000				140,000
Total		$	670,608			$	391,250			$	1,290,895

 

(1)

As at December 31, 2023, the Company accrued cash bonuses to related parties of $112,894 that is included in trade and other payables.

 

(b)

Administrative Services Agreements

 

The Company recovers a portion of rent, office and license expenses from Azucar pursuant to an Administrative Services Agreement dated May 15, 2015 and First Amending Agreement dated December 16, 2015 between the Company and Azucar.

 

The Company also recovers a portion of rent, office and license expenses from Almadex pursuant to an Administrative Services Agreement dated March 29, 2018 between the Company and Almadex.

 

During the year ended December 31, 2025, the Company received $168,900 (2024 - $117,868; 2023 - $75,853) from Azucar for administrative services fees included in other income and received $1,066,898 (2024 - $1,040,186; 2023 - $1,346,494) from Almadex for administrative services fees.

 

At December 31, 2025, included in accounts receivable is $33,584 (2024 - $29,170) due from Azucar and $243,211 (2024 - $193,155) due from Almadex in relation to expense recoveries.

 

 

25

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2025, 2024 and 2023

Expressed in Canadian dollars

 

11.

Related party transactions and balances (Continued)

 

(b)

Administrative Services Agreements (continued)

 

Under the Administrative Services Agreements, the Company is the sole and exclusive manager of Azucar and Almadex that provides general management services, office space, executive personnel, human resources, geological technical support, accounting and financial services at cost with no mark-up or additional direct charge. The three companies are considered related parties though common officers.

 

(c)

Other related party transactions

 

During the year ended December 31, 2025, the Company employed the Chair’s daughter for a salary of $41,300 less statutory deductions (2024 - $41,300; 2023 - $45,300) for marketing and administrative services provided to the Company.

 

12.

Net income (loss) per share

 

Basic and diluted net income (loss) per share

 

The calculation of basic net income per share for the year ended December 31, 2025 was based on the income attributable to common shareholders of $2,989,046 (2024 – Net loss of $2,875,061; 2023 – Net loss of $64,148,145 – Revised – Note 19) and a weighted average number of common shares outstanding of 137,301,467 (2024 - 137,221,408; 2023 - 137,221,408).

 

The calculation of diluted net income per share for the year ended December 31, 2025 includes a weighted average number of common shares outstanding of 137,798,295, adjusted for the effects of all dilutive potential common shares, which comprises 496,828 stock options and nil warrants.

 

The calculation of diluted net loss per share for the year ended December 31, 2024 and 2023 did not include the effect of stock options and warrants, as they were considered to be anti-dilutive.

 

13.

Supplemental cash flow information

 

Supplemental information regarding non-cash transactions is as follows:

 

Schedule of supplemental information
Investing and financing activities		December 31, 2025				December 31, 2024				December 31, 2023
Fair value of cash stock options transferred to share capital on exercise of options		$	6,000			$	-			$	-
Fair value of cashless stock options transferred to share capital on exercise of options			60,000				-				-

 

26

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2025, 2024 and 2023

Expressed in Canadian dollars

 

13.

Supplemental cash flow information (Continued)

 

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

 

Schedule of supplemental information of cash and cash equivalents
		December 31, 2025				December 31, 2024
Cash		$	588,757			$	785,180
Term Deposits			5,582,400				2,370,570
Total cash and cash equivalents		$	6,171,157			$	3,155,750

 

14.

Income Taxes

 

(a)

The provision for income taxes differs from the amounts computed by applying the Canadian statutory rates to the net loss before income taxes due to the following:

 

Schedule of deferred income taxes
		December 31, 2025				December 31, 2024				December 31, 2023 (Revised - Note 19)
Loss before income taxes		$	(2,989,046	)		$	(2,875,061	)		$	(67,238,353	)
Statutory rate			27.00	%			27.00	%			27.00	%
Expected income tax			807,042				(776,266	)			(18,154,355	)
Effect of different tax rates in foreign jurisdictions			(73,027	)			81,680				(2,005,959	)
Non-deductible share-based payments			34,560				-				218,741
Other permanent items			1,473,597				1,192,232				2,627,256
Change in deferred tax assets not recognized			(1,382,516				14,075,010				15,403,428
True-ups and other			(859,656	)			(14,572,656	)			(1,179,319	)
Deferred income tax (recovery) expense		$	-			$	-			$	(3,090,208	)

 

(b)

The Company’s deferred income tax liability relates to the Mexican income tax and Special Mining Duty (“SMD”) associated with the Tuligtic project.

 

The significant components of deferred income tax assets (liabilities) are as follows:

 

Schedule of deferred tax assets and liabilities
		December 31, 2025				December 31, 2024
Deferred tax assets
Exploration and evaluation assets		$	1,434,880			$	1,434,880
Deferred tax liabilities
Exploration and evaluation assets			(1,434,880	)			(1,434,880	)
Net deferred tax liabilities		$	-			$	-

 

27

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2025, 2024 and 2023

Expressed in Canadian dollars

 

14.

Income Taxes (Continued)

 

(c)

Deductible temporary differences, unused tax losses and unused tax credits for which no deferred tax assets have been recognized are attributable to the following:

 

Schedule of deductible temporary differences
		December 31, 2025				December 31, 2024
Non-capital loss carry forwards		$	32,917,402			$	30,040,477
Capital loss carry forwards			23,360,422				23,360,422
Exploration and evaluation assets			38,502,102				38,752,879
Share issue costs			-				245,674
Property and equipment			341,376				7,719,565
Donations			32,960				32,960
Investment tax credit			223,873				223,873
		$	95,378,135			$	100,375,850

 

At December 31, 2025, the Company had operating loss carry forwards available for tax purposes in Canada of $32,785,599 (2024 - $29,055,033) which expire between 2032 and 2045 and in Mexico of $131,803 (2024 - $985,444) which expire between 2025 and 2026.

 

15.

Financial instruments

 

The fair values of the Company’s cash and cash equivalents, accounts receivable and trade and other payables approximate their carrying values because of the short-term nature of these instruments.

 

The Company does not carry any financial instruments at FVTPL.

 

The Company is exposed to certain financial risks, including currency risk, credit risk, liquidity risk, interest rate risk and commodity and equity price risk.

 

(a)

Currency risk

 

The Company’s property interests in Mexico make it subject to foreign currency fluctuations and inflationary pressures which may adversely affect the Company’s financial position, results of operations and cash flows. The Company is affected by changes in exchange rates between the Canadian dollar, the US dollar and the Mexican peso. The Company does not invest in foreign currency contracts to mitigate the risks.

 

As at December 31, 2025, the Company is exposed to foreign exchange risk through the following monetary assets and liabilities denominated in currencies other than the functional currency of the applicable subsidiary:

 

28

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2025, 2024 and 2023

Expressed in Canadian dollars

 

15.

Financial instruments (Continued)

 

(a)

Currency risk (continued)

 

Schedule of assets and liabilities
All amounts in Canadian dollars		US dollar				Mexican peso
Cash and cash equivalents		$	5,773,615			$	76,626
Accounts receivable and prepaid expenses			32,593				264
Total assets		$	5,806,208			$	76,890
Trade and other payables		$	-			$	7,623
Total liabilities		$	-			$	7,623
Net assets		$	5,806,208			$	69,267

 

A 10% change in the US dollar exchange rate relative to the Canadian dollar would change the Company’s net loss by $580,000.

 

A 10% change in the Mexican peso relative to the Canadian dollar would change the Company’s net loss by $7,000.

 

(b)

Credit risk

 

The Company’s cash and cash equivalents are held in large financial institutions, located in both Canada and Mexico. Cash equivalents mature at less than ninety days during the twelve months following the statement of financial position date. The Company’s accounts receivable consists of amounts due from related parties which are subsequently collected.

 

To mitigate exposure to credit risk on cash and cash equivalents, the Company has established policies to limit the concentration of credit risk with any given banking institution where the funds are held, to ensure counterparties demonstrate minimum acceptable credit risk worthiness and ensure liquidity of available funds.

 

As at December 31, 2025, the Company’s maximum exposure to credit risk is the carrying value of its cash and cash equivalents, and accounts receivable.

 

(c)

Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure. Liquidity risk is considered low as the Company has sufficient cash and cash equivalent to meet its current liabilities.

 

Trade and other payables are due within twelve months of the statement of financial position date.

 

29

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2025, 2024 and 2023

Expressed in Canadian dollars

 

15.

Financial instruments (Continued)

 

(d)

Interest rate risk

 

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to varying interest rates on cash and cash equivalents. The Company has no debt bearing variable interest rate.

 

A 1% change in the interest rate would change the Company’s net loss by $62,000.

 

(e)

Commodity and equity price risk

 

The ability of the Company to explore its exploration and evaluation assets and the future profitability of the Company are directly related to the market price of gold and other precious metals. The Company monitors gold prices to determine the appropriate course of action to be taken by the Company. Equity price risk is defined as the potential adverse impact on the Company’s performance due to movements in individual equity prices or general movements in the level of the stock market.

 

A 1% change in the commodity price would change the Company’s net loss by $Nil.

 

(f)

Classification of financial instruments

 

IFRS 13 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value as follows:

 

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

The following table sets forth the Company’s financial assets and liabilities measured at fair value by level within the fair value hierarchy.

 

Schedule of assets and liabilities at fair value

Level 1

Level 2

Level 3

Total

December 31, 2025

$

$

$

$

Gold loan payable

-

-

-

-

 

		Level 1				Level 2				Level 3				Total
December 31, 2024		$				$				$				$
Gold loan payable			8,128,263				-				-				8,128,263

 

30

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2025, 2024 and 2023

Expressed in Canadian dollars

 

16.

Management of capital

 

The Company considers its capital to consist of components of equity. The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration of its exploration and evaluation assets and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

 

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares and, acquire or dispose of assets.

 

In order to maximize ongoing exploration efforts, the Company does not pay out dividends. The Company’s investment policy is to invest its short-term excess cash in highly liquid short-term interest-bearing investments with short term maturities, selected with regards to the expected timing of expenditures from continuing operations.

 

The Company expects its current capital resources will be sufficient to carry its exploration plans and operations for the foreseeable future. There were no changes to the Company’s approach to the management of capital during the period. The Company has no externally imposed capital requirements.

 

17.

Segmented information

 

The Company operates in one reportable operating segment, being the acquisition and exploration of mineral resource properties.

 

The Company’s non-current assets are located in the following geographic locations:

 

Schedule of non-current Assets
		December 31, 2025				December 31, 2024
Canada		$	184,514			$	265,626
United States			-				6,568,840
Mexico			5,931				6,176
		$	190,445			$	6,840,642

 

18.

Commitments and Contingencies

 

ICSID Arbitration

 

During the year ended December 31, 2024, the Company formally commenced international arbitration proceedings against the United Mexican States (“Mexico”) under the CPTPP, by filing a Request for Arbitration. Almaden is pursuing this arbitration together with Almadex, on behalf of themselves and their Mexican subsidiaries. Through a subsidiary, Almadex held a 2% net smelter return royalty on the Ixtaca project.

 

31

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2025, 2024 and 2023

Expressed in Canadian dollars

 

18.

Commitments and Contingencies (Continued)

 

ICSID Arbitration (continued)

 

The international arbitration claim against Mexico will be prosecuted pursuant to the established and enforceable legal framework of the International Centre for Settlement of Investment Disputes (“ICSID”) as Mexico terminated the Company’s mineral concessions. The Company has appointed a quantum expert to prepare a professional damages assessment for review by the arbitration tribunal.

 

In September 2025, the tribunal established a procedural schedule for the arbitration. Mexico filed its counter-memorial in December 2025, and hearings are currently scheduled for December 2026.

 

As arbitration proceedings are ongoing, the Company cannot determine the likelihood of succeeding in collecting any amount, as such it has not accrued any amounts in the consolidated financial statements with respect to this claim.

 

Litigation management agreement

 

On June 26, 2024, the Company agreed with Almadex and its Mexican subsidiary to streamline the management of the arbitration proceedings by entering into a Litigation Management Agreement (“LMA”). Under the LMA, Almaden will bear the up-front costs of the arbitration and provide overall direction to the arbitration process for itself and its subsidiaries, as well as Almadex and its subsidiaries, with certain limitations. Almadex will remain a party to the arbitration and continue in its cooperation and support of the process.

 

Should the arbitration proceedings result in an award of damages, the pro rata portion of those damages, if any, which may be attributable to Almadex from the 2.0% NSR royalty it held on the Ixtaca project will be determined. Almadex’s award will consist of this pro rata portion, less its pro-rata share of the costs of pursuing the legal claims, including the financing costs (the “Almadex Award”). Almadex will compensate Almaden in the amount of 10% of the Almadex Award in exchange for managing the claim proceedings.

 

Litigation funding agreement

 

On June 26, 2024, the Company entered into a litigation funding agreement (the “LFA”) with a leading legal finance provider (the “Funder”). The LFA provides up to US$9.5 million in non-recourse funding for the Company to pursue its international arbitration proceedings (the “Claims”) against Mexico under the CPTPP. This funding is expected to cover all legal, tribunal and external expert costs of the legal claims, as well as some corporate operating expenses as may be required. The funding is repayable in the event that a damages award is recovered from Mexico, with such repayment being a contingent entitlement to those damages.

 

As at December 31, 2025, the Funder had disbursed a total of US$4,000,000 to the Claim. (December 31, 2024 - US$1,500,000). Should the Claim result in the receipt of a damages award, the Funder shall be entitled to the return of its funding capital outlay, plus a contingent entitlement to the damages award.

 

32

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2025, 2024 and 2023

Expressed in Canadian dollars

 

19.

Revisions

 

During the preparation of the 2024 year end consolidated financial statement, the Company identified an error in the valuation of the gold loan. The Company identified that the table below summarizes the revised consolidated financial statements for December 31, 2023:

 

Schedule of revised consolidated financial statements
2023		As previously stated				Adjustments				As revised
Consolidated Statements of Financial Position
Gold loan payable			4,371,546				1,287,572				5,659,118
Derivative liability			108,830				(108,830	)			-
Deficit			(157,391,582	)			(1,178,742	)			(158,570,324	)
Consolidated statements of loss and comprehensive loss
Other items
Gold loan payable adjustments			-				527,913				527,913
Comprehensive loss for the year			(63,620,232	)			(527,913	)			(64,148,145	)
Loss per share, basic and diluted			(0.46	)			(0.01	)			(0.47	)
Consolidated statements of changes in equity
Loss for the year			(63,620,232	)			(527,913	)			(64,148,145	)
Deficit – December 31, 2021			(93,771,350	)			(650,829	)			(94,422,179	)
Deficit – December 31, 2022			(157,391,582	)			(1,178,742	)			(158,570,324	)
Total equity			7,005,595				(1,178,742	)			5,826,853
Consolidated statements of cash flows
Operating activities
Loss for the year			(63,620,232	)			(527,913	)			(64,148,145	)
Gold loan payable adjustments			-				527,913				527,913
Cash used in operating activities			(1,483,006	)			-				(1,483,006	)

 

 

 

 

 

 

 

33

ATTACHMENTS / EXHIBITS

EXHIBIT 1

EXHIBIT 4.15

EXHIBIT 4.16

EXHIBIT 8

EXHIBIT 12.1

EXHIBIT 12.2

EXHIBIT 13.1

EXHIBIT 13.2

XBRL SCHEMA FILE

XBRL CALCULATION FILE

XBRL DEFINITION FILE

XBRL LABEL FILE

XBRL PRESENTATION FILE

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