ALMADEN MINERALS LTD (Form: 20-F, Received: 03/15/2019 06:15:19)

Korm Trieu, ktrieu@almadenminerals.com, 1333 Johnston Street, #210, Vancouver, BC V6H 3R9

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

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Adularia: A colourless, moderate to low-temperature variety of orthoclase feldspar typically with a relatively high barium content. It is a prominent constituent of low sulphidation epithermal veins.

Alkalic Intrusive: An igneous rock emplaced below ground level in which the feldspar is dominantly sodic and or potassic.

Alkalinity: The chemical nature of solutions characterized by a high concentration of hydroxyl ions.

Alteration: Usually referring to chemical reactions in a rock mass resulting from the passage of hydrothermal fluids.

Andesite : A dark-coloured, fine-grained extrusive rock that, when porphyritic, contains phenocrysts composed primarily of zoned sodic plagioclase (esp. andesine) and one or more of the mafic minerals (eg. Biotite, horn-blende, pyroxene), with a ground-mass composed generally of the same minerals as the phenocrysts; the extrusive equivalent of diorite . Andesite grades into latite with increasing alkali feldspar content, and into dacite with more alkali feldspar and quartz. It was named by Buch in 1826 from the Andes Mountains, South America.

Anomalous: A geological feature, often subsurface, distinguished by geological, geochemical or geophysical means, which is detectably different than the general surroundings and is often of potential economic value.

Anomaly: Any concentration of metal noticeably above or below the average background concentration.

Argillic : A form of alteration characterized by the alteration of original minerals to clays.

Arsenopyrite : A sulphide of arsenic and iron with the chemical composition FeAsS.

Assay: An analysis to determine the presence, absence or quantity of one or more components.

Axis: An imaginary hinge line about which the fold limbs are bent. The axis of a fold can be at the top or bottom of the fold, can be tilted or horizontal.

Batholith: An intrusion, usually granitic, which has a large exposed surface area and no observable bottom. Usually associated with orogenic belts.

Breccia: Rock consisting of more or less angular fragments in a matrix of finer-grained material or cementing material.

Bulk sample: A very large sample, the kind of sample to take from broken rock or of gravels and sands when testing placer deposits.

Calc-silicate: Calcium-bearing silicate minerals. These minerals are commonly formed as a result of the interaction of molten rock and its derived, hot hydrothermal fluids with very chemically reactive calcium carbonate (limestone). Calc-silicate minerals include garnet, pyroxene, amphibole and epidote. These minerals are commonly described as skarn and are genetically and spatially associated with a wide range of metals

Chert: A very fine grained siliceous rock. Many limestones contain nodules and thin lenses of chert.

Chip sample: A sample composed of discontinuous chips taken along a surface across a given line.

Claim: That portion of public mineral lands, which a party has staked or marked out in accordance with provincial or state mining laws, to acquire the right to explore for the minerals under the surface.

Clastic: Consisting of rock material that has been mechanically derived, transported, and deposited. Such material is also called detrital.

Cleavage: The tendency of a crystal to split, or break, along planes of structural weakness.

Concordant Bodies: Intrusive igneous bodies whose contacts are parallel to the bedding of the intruded rock.

Conglomerate: Rock composed of mostly rounded fragments which are of gravel size or larger in a finer grained matrix.

Craton: A central stable region common to nearly all continents and composed chiefly of highly metamorphosed Precambrian rocks.

Crystalline: Means the specimen is made up of one or more groups of crystals.

Cut-off grade: The minimum grade of mineralization used to establish quantitative and qualitative estimates of total mineralization.

Dacite: A fine grained acid volcanic rock, similar to rhyolite in which the feldspar is predominantly plagioclase.

Diagenesis: The changes that occur in a sediment during and after lithification. These changes include compaction, cementation, replacement, and recrystallization.

Diamond drill: A type of rotary drill in which the cutting is done by abrasion using diamonds embedded in a matrix rather than by percussion. The drill cuts a core of rock which is recovered in long cylindrical sections.

Dilution: Results from the mixing in of unwanted gangue or waste rock with the ore during mining.

Dip: Geological measurement of the angle of maximum slope of planar elements in rocks. Can be applied to beddings, jointing, fault planes, etc.

Discordant Bodies: Intrusive igneous bodies whose contacts cut across the bedding, or other pre-existing structures, to the intruded rock.

Disseminated deposit : Deposit in which the mineralization is scattered through a large volume of host rock, sometimes as separate mineral grains, or sometimes along joint or fault surfaces.

Earn in: The right to acquire an interest in a property pursuant to an Option Agreement.

Ejecta: Pyroclastic material thrown out or ejected by a volcano. It includes ash, volcanic bombs, and lapilli.

Epithermal: Epithermal deposits are a class of ore deposits that form generally less than 1 km from surface. These deposits, which can host economic quantities of gold, silver, copper, lead and zinc are formed as a result of the precipitation of ore minerals from up-welling hydrothermal fluids. There are several classes of epithermal deposits that are defined on the basis of fluid chemistry and resulting alteration and ore mineralogy. Fluid chemistry is largely controlled by the proximity to igneous intrusive rocks and as a result igneous fluid content.

Extrusive Rock: Igneous rock that has solidified on the earth’s surface from volcanic action.

Fault : A fracture in a rock where there had been displacement of the two sides.

Faults: Breaks in rocks with noticeable movement or displacement of the rocks on either side of the break.

Feldspar: A group of aluminum silicate minerals closely related in chemical composition and physical properties. There are two major chemical varieties of feldspar: the potassium aluminum, or potash, feldspars and the sodium-calcium-aluminum, or plagioclase, feldspars. The feldspars possess a tetrahedral framework of silicon and oxygen, with the partial substitution of aluminum for the silicon. They make up about 60 percent of the earth’s crust.

Felsic: Light colored silicate minerals, mainly quartz and feldspar, or an igneous rock comprised largely of felsic minerals (granite, rhyolite).

Fluid inclusion: Fluid inclusions are "bubbles" of fluid trapped within the host mineral during its deposition from its parent hydrothermal fluid. They are tiny remnants of the exact fluid from which the host mineral and its associated ore minerals deposited and they provide direct information about the fluid composition, temperature and pressure at which the hydrothermal deposit formed.

Folds: Are flexures in bedded or layered rocks. They are formed when forces are applied gradually to rocks over a long period of time.

Gangue: Term used to describe worthless minerals or rock waste mixed in with the valuable minerals.

Geochemical Anomaly: An area of elevated values of a particular element in soil or rock samples collected during the preliminary reconnaissance search for locating favourable metal concentrations that could indicate the presence of surface or drill targets.

Geochemistry: The study of the chemistry of rocks, minerals, and mineral deposits.

Geophysics: The study of the physical properties of rocks, minerals, and mineral deposits.

Gouge: The finely ground rock that results from the abrasion along a fault surface.

Grade: The concentration of each ore metal in a rock sample, usually given as weight percent. Where extremely low concentrations are involved, the concentration may be given in grams per tonne (g/t) or ounces per ton (oz/t). The grade of an ore deposit is calculated, often using sophisticated statistical procedures, as an average of the grades of a very large number of samples collected from throughout the deposit.

Granite: A coarse grained, plutonic igneous rock that is normally pale pink, pale pink-brown, or pale grey, and composed of quartz, alkali feldspar, micas and accessory minerals.

Granodiorite: A course grained, plutonic igneous rock that is normally pale grey, and composed of quartz, calc-alkali feldspar, micas and accessory minerals.

Grid: A network composed of two sets of uniformly spaced parallel lines, usually intersecting at right angles and forming squares, superimposed on a map, chart, or aerial photograph, to permit identification of ground locations by means of a system or coordinates and to facilitate computation of direction and distance and size of geologic, geochemical or geophysical features.

Hydrothermal: Of or pertaining to hot water, to the action of hot water, or to the products of this action, such as a mineral deposit precipitated from a hot aqueous solution; also, said of the solution itself. “Hydrothermal” is generally used for any hot water, but has been restricted by some to water of magmatic origin.

Induced polarization (I.P.) method: The method used to measure various electrical responses to the passage of alternating currents of different frequencies through near-surface rocks or to the passage of pulses of electricity.

Intermediate: An igneous rock made up of both felsic and mafic minerals (diorite).

Intrusion : General term for a body of igneous rock formed below the surface.

Intrusive Rock: Any igneous rock solidified from magma beneath the earth’s surface.

Joint venture agreement: An agreement where the parties agree to the terms on which a property will be jointly explored, developed, and mined. (See also “Option agreement” and “Earn in”).

Kriging: (a) A statistical technique employed in calculating grade and tonnage of ore reserves from sampling data. The data are handled by computer. (b) A technique for interpolating which honors data points exactly. An output point is calculated as a linear combination of known data points. Kriging attempts to produce the best linear unbiased estimate. Used to interpolate between drill holes.

K-silicate: Potassium-bearing silicates. Potassium silicates are very common rock-forming minerals, however they are also formed by the interaction of hydrothermal fluids derived from the cooling intrusive rocks that are genetically and spatially associated with porphyry and epithermal deposits. Potassium feldspar (orthoclase) and potassium mica (biotite) are both commonly closely associated with copper-molybdenum ore in porphyry copper deposits.

Lava: Means an igneous rock formed by the cooling of molten silicate material which escapes to the earth’s surface or pours out onto the sea floor.

Limestone: Sedimentary rock that is composed mostly of carbonates, the two most common of which are calcium and magnesium carbonates.

Lithosphere: The crust and upper mantle, located above the asthenosphere and composing the rigid plates.

Mafic: A general term used to describe ferromagnesian minerals. Rocks composed mainly of ferromagnesian minerals are correctly termed melanocratic.

Magma: Naturally occurring molten rock material, generated within the earth and capable of intrusion and extrusion, from which igneous rocks have been derived through solidification and related processes. It may or may not contain suspended solids (such as crystals and rock fragments) and/or gas phases.

Massive: Implies large mass. Applied in the context of hand specimens of, for example, sulphide ores, it usually means the specimen is composed essentially of sulphides with few, if any, other constituents.

Metamorphic: Means any rock which is altered within the earth’s crust by the effects of heat and/or pressure and/or chemical reactions. Pertains to the process of metamorphism or to its results .

Metasediment : A sediment or sedimentary rock that shows evidence of having been subjected to metamorphism.

Metavolcanic: An informal term for volcanic rocks that show evidence of having been subject to metamorphism.

Mineral claim: A legal entitlement to minerals in a certain defined area of ground.

Mineral Deposit or Mineralized Material: A mineralized underground body which has been intersected by sufficient closely spaced drill holes and/or underground sampling to support sufficient tonnage and average grade of metal(s) to warrant further exploration-development work. This deposit does not qualify as a commercially mineable ore body (Reserves), as prescribed under Commission standards, until a final and comprehensive economic, technical, and legal feasibility study based upon the test results is concluded.

Mineral: A naturally occurring, inorganic, solid element or compound that possesses an orderly internal arrangement of atoms and a unique set of physical and chemical properties.

National Instrument 43-101 or NI 43-101: A rule developed by the Canadian Securities Administrators and administered by the provincial securities commissions that govern how issuers disclose scientific and technical information about their mineral projects to the public. It covers oral statements as well as written documents and websites. It requires that all disclosure be based on advice by a “qualified person” and in some circumstances that the person be independent of the issuer and the property.

Net profits interest: A contractual granted right to some portion of the profits after deduction of expenses sometimes expressed as a form of royalty.

Net smelter returns: Means the amount actually paid to the mine or mill owner from the sale of ore, minerals and other materials or concentrates mined and removed from mineral properties. A royalty based on net smelter returns usually provides cash flow that is free of any operating or capital costs and environmental liabilities.

Option agreement: An agreement where the optionee can exercise certain options to acquire or increase an interest in a property by making periodic payments or share issuances or both to the optionor or by exploring, developing or producing from the optionor’s property or both. Usually upon the acquisition of such interest, unless it is a 100% interest, all operations thereafter are on a joint venture basis.

Ordinary kriging: The basic technique of kriging and uses a weighted average of neighboring samples to estimate the 'unknown' value at a given location. Weights are optimized using the semi-variogram model, the location of the samples and all the relevant inter-relationships between known and unknown values. The technique also provides a "standard error" which may be used to quantify confidence levels.

Ore: A natural aggregate of one or more minerals which may be mined and sold at a profit, or from which some part may be profitably separated.

Ore reserve: The measured quantity and grade of all or part of a mineralized body in a mine or undeveloped mineral deposit for which the mineralization is sufficiently defined and measured on three sides to form the basis of at least a preliminary mine production plan for economically viable mining.

Overburden: A general term for any material covering or obscuring rocks from view.

Paleozoic: An era of geologic time, from the end of the Precambrian to the beginning of the Mesozoic, or from about 570 to about 225 million years ago.

Phenocrysts : An unusually large crystal in a relatively finer grained matrix.

Porphyry: An igneous rock composed of larger crystals set within a finer ground mass.

Pyroclastic rock: A rock of volcanic origin consisting of highly variable mixture of rock fragments, cinders and ashes and bits of crystals and glass.

Quartz monzonite: A course grained, plutonic igneous rock that is normally pale pink, and composed of quartz, alkali feldspar, micas and accessory minerals.

Rare Earth: A group of rare metallic chemical elements with consecutive atomic numbers of 57 to 71.

Reclamation bond: A bond usually required by governmental mining regulations when mechanized work on a property is contemplated. Proceeds of the bond are used to reclaim any workings or put right any damage if reclamation undertaken does not satisfy the requirements of the regulations.

Reserve: That part of a mineral deposit which could be economically extracted or produced at the time of the reserve determination.

Reserves: A natural aggregate of one or more minerals which, at a specified time and place, may be mined and sold at a profit, or from which some part may be profitably separated.

Reverse circulation drill: A rotary percussion drill in which the drilling mud and cuttings return to the surface through the drill pipe.

Royalty interest: A royalty, the calculation and payment of which is tied to some production unit such as ton of concentrate or ounce of gold or silver produced. A common form of royalty interest is based on the net smelter return.

Sample: Small amount of material that is supposed to be absolutely typical or representative of the object being sampled.

Sandstone: Composed of sand-sized fragments cemented together. As a rule the fragments contain a high percentage of quartz.

Sediments: Are composed of the debris resulting from the weathering and breakup of other rocks that have been deposited by or carried to the oceans by rivers, or left over from glacial erosion or sometimes from wind action.

Selvage: A marginal zone, as in a dyke or vein, having some distinctive feature of fabric or composition.

Sericite: A fine-grained variety of mica occurring in small scales, especially in schists.

Shale: An argillaceous rock consisting of silt or clay-sized particles cemented together. Most shales are quite soft, because they contain large amounts of clay minerals.

Silicate: Most rocks are made up of a small number of silicate minerals ranging from quartz (SiO2) to more complex minerals such as orthoclase feldspar (KAlSi3O8) or hornblende (Ca2Na(Mg,Fe)4(Al,Fe,Ti)Si8)22(OH)2).

Sill: Tabular intrusion which is sandwiched between layers in the host rock.

Skarn: A thermally altered impure limestone in which material has been added to the original rock. Skarns are generally characterized by the presence of calcium and silica rich minerals. Many skarns contain sulphide minerals which in some cases can be of economic value.

Stock: An igneous intrusive body of unknown depth with a surface exposure of less than 104 square kilometres. The sides, or contacts, of a stock, like those of a batholith, are usually steep and broaden with depth.

Stockwork: A mineral deposit consisting of a three-dimensional network of closely spaced planar or irregular veinlets.

Strike: The bearing, or magnetic compass direction, of an imaginary line formed by the intersection of a horizontal plane with any planar surface, most commonly with bedding planes or foliation planes in rocks.

Sulphide minerals : A mineral compound characterized by the linkage of sulfur with a metal or semimetal; e.g., galena.

Syncline: A fold in which the bed has been forced down in the middle or up on the sides to form a trough.

Tailings: Material rejected from a mill after recoverable valuable minerals have been extracted.

Tuff: A finer grained pyroclastic rock made up mostly of ash and other fine grained volcanic material.

Veins: The mineral deposits that are found filling openings in rocks created by faults or replacing rocks on either side of faults.

Vuggy silica: In a high sulphidation epithermal environment, the highly acidic waters have dissolved everything but silica resulting in a highly porous and pox marker rock which is a good host for gold deposition. It is an indicator mineralization typical of epithermal rocks.

Waste: Rock which is not ore. Usually referred to that rock which has to be removed during the normal course of mining in order to get at the ore.

Please see “CAUTIONARY NOTE TO U.S. INVESTORS REGARDING MINERAL RESOURCE AND MINERAL RESERVE ESTIMATES,” below.

The terms "mineral resource", "measured mineral resource", "indicated mineral resource", "inferred mineral resource", “mineral reserve”, “probable mineral reserve” and “proven mineral reserve” used in this Annual Report are Canadian mining terms as defined in accordance with National Instrument 43-101 (“NI 43-101”), Standards of Disclosure for Mineral Projects under the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM") Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council. On November 14, 2004, November 27, 2010 and May 10, 2014, CIM Council adopted an update to the CIM Definition Standards to reflect the more detailed guidance available and effect certain editorial changes required to maintain consistency with current regulations. This version of the CIM Definition Standards includes further editorial changes required to maintain compatibility with the new version of National Instrument 43-101 which became Canadian law in 2011. The CIM Definition Standards can be viewed on the CIM website at www.cim.org. In accordance with Industry Guide 7, Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations, issued by the U. S. Securities and Exchange Commission (the “Commission”), a reserve is termed a “mineral deposit”.

Mineral Resource and Mineral Reserve estimates and resulting technical reports under NI 43-101 must be prepared by or under the direction of, and dated and signed by, a Qualified Person. A “Qualified Person” means an individual who is an engineer or geoscientist with a university degree, or equivalent accreditation, with at least five years of experience in mineral exploration, mine development or operation or mineral project assessment, or any combination of these; has experience relevant to the subject matter of the mineral project and the technical report; and is a member or licensee in good standing of a professional association. The Qualified Person(s) should be clearly satisfied that they could face their peers and demonstrate competence and relevant experience in the commodity, type of deposit and situation under consideration. If doubt exists, the person must either seek or obtain opinions from other colleagues or demonstrate that he or she has obtained assistance from experts in areas where he or she lacked the necessary expertise. Determination of what constitutes relevant experience can be a difficult area and common sense has to be exercised. For example, in estimating Mineral Resources for vein gold mineralization, experience in a high-nugget, vein-type mineralization such as tin, uranium etc. should be relevant whereas experience in massive base metal deposits may not be. As a second example, for a person to qualify as a Qualified Person in the estimation of Mineral Reserves for alluvial gold deposits, he or she would need to have relevant experience in the evaluation and extraction of such deposits. Experience with placer deposits containing minerals other than gold, may not necessarily provide appropriate relevant experience for gold. In addition to experience in the style of mineralization, a Qualified Person preparing or taking responsibility for Mineral Resource estimates must have sufficient experience in the sampling, assaying, or other property testing techniques that are relevant to the deposit under consideration in order to be aware of problems that could affect the reliability of the data. Some appreciation of extraction and processing techniques applicable to that deposit type might also be important.

Estimation of Mineral Resources is often a team effort, for example, involving one person or team collecting the data and another person or team preparing the Mineral Resource estimate. Within this team, geologists usually occupy the pivotal role. Estimation of Mineral Reserves is almost always a team effort involving a number of technical disciplines, and within this team mining engineers have an important role. Documentation for a Mineral Resource and Mineral Reserve estimate must be compiled by, or under the supervision of, a Qualified Person(s), whether a geologist, mining engineer or member of another discipline. It is recommended that, where there is a clear division of responsibilities within a team, each Qualified Person should accept responsibility for his or her particular contribution. For example, one Qualified Person could accept responsibility for the collection of Mineral Resource data, another for the Mineral Reserve estimation process, another for the mining study, and the project leader could accept responsibility for the overall document. It is important that the Qualified Person accepting overall responsibility for a Mineral Resource and/or Mineral Reserve estimate and supporting documentation, which has been prepared in whole or in part by others, is satisfied that the other contributors are Qualified Persons with respect to the work for which they are taking responsibility and that such persons are provided adequate documentation.

A study, other than a Pre-Feasibility or Feasibility Study, that includes an economic analysis of the potential viability of mineral resources.

The CIM Definition Standards requires the completion of a Preliminary Feasibility Study as the minimum prerequisite for the conversion of Mineral Resources to Mineral Reserves.

A Preliminary Feasibility Study is a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a preferred mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, is established and an effective method of mineral processing is determined. It includes a financial analysis based on reasonable assumptions on mining, processing, metallurgical, economic, marketing, legal, environmental, social and governmental considerations and the evaluation of any other relevant factors which are sufficient for a Qualified Person, acting reasonably, to determine if all or part of the Mineral Resource may be classified as a Mineral Reserve.

A Feasibility Study is a comprehensive technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments of realistically assumed mining, processing, metallurgical, economic, marketing, legal, environmental, social and governmental considerations together with any other relevant operational factors and detailed financial analysis, that are necessary to demonstrate at the time of reporting that extraction is reasonably justified (economically mineable). The results of the study may reasonably serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the project. The confidence level of the study will be higher than that of a Pre-Feasibility Study.

Exploration information means geological, geophysical, geochemical, sampling, drilling, trenching, analytical testing, assaying, mineralogical, metallurgical and other similar information concerning a particular property that is derived from activities undertaken to locate, investigate, define or delineate a mineral prospect or mineral deposit. It is recognized that in the review and compilation of data on a project or property, previous or historical estimates of tonnage and grade, not meeting the minimum requirement for classification as Mineral Resource, may be encountered. If a Qualified Person reports Exploration Information in the form of tonnage and grade, it must be clearly stated that these estimates are conceptual or order of magnitude and that they do not meet the criteria of a Mineral Resource.

Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories. An Inferred Mineral Resource has a lower level of confidence than that applied to an Indicated Mineral Resource. An Indicated Mineral Resource has a higher level of confidence than an Inferred Mineral Resource but has a lower level of confidence than a Measured Mineral Resource. A Mineral Resource is a concentration or occurrence of diamonds, natural solid inorganic material, or natural solid fossilized organic material including base and precious metals, coal, and industrial minerals in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge. The term Mineral Resource covers mineralization and natural material of intrinsic economic interest which has been identified and estimated through exploration and sampling and within which Mineral Reserves may subsequently be defined by the consideration and application of technical, economic, legal, environmental, socio-economic and governmental factors. The phrase “reasonable prospects for economic extraction” implies a judgment by the Qualified Person in respect of the technical and economic factors likely to influence the prospect of economic extraction. A Mineral Resource is an inventory of mineralization that under realistically assumed and justifiable technical and economic conditions might become economically extractable. These assumptions must be presented explicitly in both public and technical reports.

An “Inferred Mineral Resource” is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. Due to the uncertainty that may be attached to Inferred Mineral Resources, it cannot be assumed that all or any part of an Inferred Mineral Resource will be upgraded to an Indicated or Measured Mineral Resource as a result of continued exploration. Confidence in the estimate is insufficient to allow the meaningful application of technical and economic parameters or to enable an evaluation of economic viability worthy of public disclosure. Inferred Mineral Resources must be excluded from estimates forming the basis of feasibility or other economic studies.

An “Indicated Mineral Resource” is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed. Mineralization may be classified as an Indicated Mineral Resource by the Qualified Person when the nature, quality, quantity and distribution of data are such as to allow confident interpretation of the geological framework and to reasonably assume the continuity of mineralization. The Qualified Person must recognize the importance of the Indicated Mineral Resource category to the advancement of the feasibility of the project. An Indicated Mineral Resource estimate is of sufficient quality to support a Preliminary Feasibility Study which can serve as the basis for major development decisions.

A “Measured Mineral Resource” is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity. Mineralization or other natural material of economic interest may be classified as a Measured Mineral Resource by the Qualified Person when the nature, quality, quantity and distribution of data are such that the tonnage and grade of the mineralization can be estimated to within close limits and that variation from the estimate would not significantly affect potential economic viability. This category requires a high level of confidence in, and understanding of, the geology and controls of the mineral deposit.

Mineral Reserves are sub-divided in order of increasing confidence into Probable Mineral Reserves and Proven Mineral Reserves. A Probable Mineral Reserve has a lower level of confidence than a Proven Mineral Reserve.

A Mineral Reserve is the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined. Mineral Reserves are those parts of Mineral Resources which, after the application of all mining factors, result in an estimated tonnage and grade which, in the opinion of the Qualified Person(s) making the estimates, is the basis of an economically viable project after taking account of all relevant processing, metallurgical, economic, marketing, legal, environment, socio-economic and government factors. Mineral Reserves are inclusive of diluting material that will be mined in conjunction with the Mineral Reserves and delivered to the treatment plant or equivalent facility. The term “Mineral Reserve” need not necessarily signify that extraction facilities are in place or operative or that all governmental approvals have been received. It does signify that there are reasonable expectations of such approvals.

A “Probable Mineral Reserve” is the economically mineable part of an Indicated and, in some circumstances, a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.

A “Proven Mineral Reserve” is the economically mineable part of a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified. Application of the Proven Mineral Reserve category implies that the Qualified Person has the highest degree of confidence in the estimate with the consequent expectation in the minds of the readers of the report. The term should be restricted to that part of the deposit where production planning is taking place and for which any variation in the estimate would not significantly affect potential economic viability.

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

As used in this Annual Report on Form 20-F, the terms “Mineral Reserve,” “Proven Mineral Reserve” and “Probable Mineral Reserve” are Canadian mining terms defined in accordance with NI 43-101 and the CIM Standards. These definitions differ from the definitions in SEC Industry Guide 7 under the U.S. Securities Act. Under SEC Industry Guide 7, a reserve is defined as that part of a mineral deposit which could be economically and legally extracted or produced at the time the reserve determination is made. The terms “Mineral Resource,” “Measured Mineral Resource,” “Indicated Mineral Resource” and “Inferred Mineral Resource” are defined in and required to be used by NI 43-101. However, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that all, or any part, of a mineral deposit in these categories will ever be converted into reserves. “Indicated Mineral Resource” and “Inferred Mineral Resource” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all, or any part, of an Indicated Mineral Resource or an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of Feasibility or Preliminary Feasibility studies, except in rare cases. Investors are cautioned not to assume that all, or any part, of an Inferred Mineral Resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations. However, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures. Accordingly, information contained in this Annual Report on Form 20-F and the exhibits filed herewith or incorporated by reference herein contain descriptions of mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under U.S. federal securities laws and the rules and regulations promulgated thereunder. Further, the term “mineralized material” as used in this Annual Report on Form 20-F does not indicate “reserves” by SEC standards. We cannot be certain that mineralized material will ever be confirmed or converted into SEC Industry Guide 7 compliant "reserves". Investors are cautioned not to assume that mineralized material will ever be confirmed or converted into reserves or that mineralized material can be economically or legally extracted.

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

Statements contained in this Annual Report on Form 20-F of Almaden Minerals Ltd. (“Almaden” or the “Company”), and the exhibits attached hereto that are not historical facts are 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 with respect to anticipated results and developments in the Company’s operations, planned exploration and development of the Company’s properties, plans related to the Company’s business and other matters that may occur in the future. 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 statements and forward-looking information are based, in part, on assumptions and factors that may change and are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results, performance or achievements of the Company to differ materially from those expressed or implied by the forward-looking statements and forward-looking information. Some of the important risks, uncertainties and other factors that could affect forward-looking statements and forward-looking information 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 on Form 20-F. 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 or forward-looking information. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements and information. The forward-looking statements and forward-looking information are based on beliefs, expectations and opinions of the Company’s management on the date of this Annual Report on Form 20-F and speak only as of the date hereof and the Company does not undertake any obligation to publicly update forward-looking statements or forward-looking information 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 information contained in this Annual Report on Form 20-F 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.

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 financial statements of Almaden Minerals Ltd. (the “Company”), which comprise the consolidated statements of financial position as of December 31, 2018 and 2017, the consolidated statements of comprehensive loss, cash flows, and changes in equity for the years ended December 31, 2018, 2017, and 2016 and the related notes, comprising a summary of significant accounting policies and other explanatory information (collectively referred to as the consolidated financial statements).

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2018 and 2017 and its financial performance and its cash flows for the years ended December 31, 2018, 2017 and 2016 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Change in Accounting Principle

Without qualifying our opinion on the consolidated financial statements, we draw attention to Note 3 to the financial statements, which indicates that the Company has changed its method of accounting for financial instruments in 2018 due to adoption of IFRS 9 – Financial Instruments.

Basis for Opinion

A - Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

B - Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement, whether due to error or fraud. Those standards also require that we comply with ethical requirements, including independence. We are required to be independent with respect to the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We are a public accounting firm registered with the PCAOB.

An audit includes performing procedures to assess the risks of material misstatements of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included obtaining and examining, on a test basis, audit evidence regarding the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Accordingly, we express no such opinion.

An audit also includes evaluating the appropriateness of accounting policies and principles used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a reasonable basis for our audit opinion.

Other Matters

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

“DAVIDSON & COMPANY LLP”

Vancouver, Canada

Chartered Professional Accountants

March 14, 2019

Almaden Minerals Ltd.

Consolidated statements of financial position

(Expressed in Canadian dollars)

	December 31, 2018			December 31, 2017
		$			$
ASSETS
Current assets
Cash and cash equivalents (Note 11)		5,080,580			16,334,534
Accounts receivable and prepaid expenses (Note 4)		404,416			368,963
		5,484,996			16,703,497

Non-current assets
Deposit on mill equipment (Note 5)		-			4,923,209
Property, plant and equipment (Note 6)		13,764,928			372,292
Exploration and evaluation assets (Note 7)		54,678,470			44,804,198
		68,443,398			50,099,699
TOTAL ASSETS		73,928,394			66,803,196

LIABILITIES
Current liabilities
Trade and other payables (Note 9 (b))		1,128,407			638,001

Non-current liabilities
Deferred income tax liability (Note 12)		1,434,882			1,434,882
Total liabilities		2,563,289			2,072,883

EQUITY
Share capital (Note 8)		127,022,366			118,054,463
Reserves (Note 8)		16,706,832			15,528,276
Deficit		(72,364,093	)		(68,852,426	)
Total equity		71,365,105			64,730,313
TOTAL EQUITY AND LIABILITIES		73,928,394			66,803,196

Commitments (Note 13)

Subsequent events (Note 17)

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

These consolidated financial statements are authorized for issue by the Board of Directors on March 14, 2019.

They are signed on the Company’s behalf by:

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

Almaden Minerals Ltd.

Consolidated statements of comprehensive loss

(Expressed in Canadian dollars)

				Year ended December 31,
	2018			2017			2016
Expenses	$			$			$
Professional fees		602,402			567,877			420,684
Salaries and benefits (Note 9(a))		1,858,788			1,480,745			1,381,060
Travel and promotion		267,832			286,920			259,840
Depreciation (Note 6)		28,277			28,274			27,039
Office and license (Note 9(b))		127,678			145,965			120,972
Rent (Note 9(b))		191,829			173,891			146,759
Stock exchange fees		158,304			164,075			115,364
Insurance		66,942			55,007			60,499
Transfer agent fees		20,943			33,919			23,370
Directors’ fees (Note 9(a))		70,000			70,000			41,000
General exploration expenses		-			-			1,467
Share-based payments (Note 8(d) and 9(a))		1,308,740			2,693,070			1,869,010
		4,701,735			5,699,743			4,467,064

Other income (loss)
Interest and other income (Note 9(b))		950,352			654,741			550,271
Loss on sale of property, plant and equipment (Note 6)		-			(1,760	)		(3,985	)
Foreign exchange gain (loss)		239,716			(184,533	)		(102,726	)
		1,190,068			468,448			443,560
Loss before income taxes		(3,511,667	)		(5,231,295	)		(4,023,504	)
Deferred income tax recovery (Note 12)		-			-			-
Net loss for the year		(3,511,667	)		(5,231,295	)		(4,023,504	)


Total comprehensive loss for the year		(3,511,667	)		(5,231,295	)		(4,023,504	)

Basic and diluted net loss per share (Note 10)		(0.03	)		(0.05	)		(0.05	)

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,
	2018			2017			2016
	$			$			$
Operating activities
Net loss for the year		(3,511,667	)		(5,231,295	)		(4,023,504	)
Items not affecting cash
Depreciation		28,277			28,274			27,039
Unrealized foreign exchange		-			-			9,575
Loss on disposal of property, plant and equipment		-			1,760			3,985
Share-based payments		1,308,740			2,693,070			1,869,010
Changes in non-cash working capital components
Accounts receivable and prepaid expenses		(35,453	)		11,935			2,566
Trade and other payables		290,182			(178,511	)		(209,807	)
Net cash used in operating activities		(1,919,921	)		(2,674,767	)		(2,321,136	)
Investing activities
Deposit on mill equipment		(7,694,900	)		(3,642,826	)		(324,600	)
Property, plant and equipment – purchase		(802,804	)		(305,074	)		(22,538	)
Exploration and evaluation assets – costs		(9,674,048	)		(8,860,153	)		(5,177,485	)
Net cash used in investing activities		(18,171,752	)		(12,808,053	)		(5,524,623	)
Financing activities
Issuance of shares, net of share issue costs		8,838,441			19,115,418			4,091,646
Options exercised		16,560			1,105,290			143,490
Share issuance cost on cashless exercise of options (Note 8(d))		(17,282	)		(203,232	)		-
Warrants and finders’ warrants exercised		-			2,029,872			7,157,851
Net cash from financing activities		8,837,719			22,047,348			11,392,987

Change in cash and cash equivalents		(11,253,954	)		6,564,528			3,547,228
Cash and cash equivalents, beginning of year		16,334,534			9,770,006			6,222,778
Cash and cash equivalents, end of year		5,080,580			16,334,534			9,770,006

Supplemental cash and cash equivalents information (Note 11)

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

Almaden Minerals Ltd.

Consolidated statements of 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, 2016		78,062,984		83,757,687			11,323,063			499,574			11,822,637			(59,597,627	)		35,982,697
Share-based payments		-		-			1,869,010			-			1,869,010			-			1,869,010
Private placements, net		3,229,082		4,073,728			-			-			-			-			4,073,728
Finders' warrants issued pursuant to private placement		-		-			-			17,918			17,918			-			17,918
Shares issued for cash on exercise of finders’ warrants		35,200		27,104			-			-			-			-			27,104
Fair value of finders’ warrants transferred to share capital		-		5,984			-			(5,984	)		(5,984	)		-			-
Shares issued for cash on exercise of warrants		4,592,667		7,130,747			-			-			-			-			7,130,747
Shares issued for cash on exercise of stock options		182,000		143,490			-			-			-			-			143,490
Fair value of cash stock options transferred to share capital		-		43,180			(43,180	)		-			(43,180	)		-			-
Shares issued on cashless exercise of stock options		63,510		-			-			-			-			-			-
Fair value of cashless stock options transferred to share capital		-		108,300			(108,300	)		-			(108,300	)		-			-
Total comprehensive loss for the year		-		-			-			-			-			(4,023,504	)		(4,023,504	)
Balance, December 31, 2016		86,165,443		95,290,220			13,040,593			511,508			13,552,101			(63,621,131	)		45,221,190
Share-based payments		-		-			2,693,070			-			2,693,070			-			2,693,070
Private placements, net		12,377,207		18,934,727			-			-			-			-			18,934,727
Finders' warrants issued pursuant to private placement		-		-			-			180,691			180,691			-			180,691
Shares issued for cash on exercise of finders’ warrants		30,472		43,205			-			-			-			-			43,205
Fair value of finders’ warrants transferred to share capital		-		12,797			-			(12,797	)		(12,797	)		-			-
Shares issued for cash on exercise of warrants		1,986,667		1,986,667			-			-			-			-			1,986,667
Shares issued for cash on exercise of stock options		1,107,000		1,105,290			-			-			-			-			1,105,290
Fair value of cash stock options transferred to share capital		-		496,859			(496,859	)		-			(496,859	)		-			-
Shares issued on cashless exercise of stock options		532,836		-			-			-			-			-			-
Shares issuance cost on cashless exercise of options		-		(203,232	)		-			-			-			-			(203,232	)
Fair value of cashless stock options transferred to share capital		-		387,930			(387,930	)		-			(387,930	)		-			-
Total comprehensive loss for the year		-		-			-			-			-			(5,231,295	)		(5,231,295	)
Balance, December 31, 2017		102,199,625		118,054,463			14,848,874			679,402			15,528,276			(68,852,426	)		64,730,313
Share-based payments		-		-			1,308,740			-			1,308,740			-			1,308,740
Private placements, net		9,440,000		8,838,441			-			-			-			-			8,838,441
Finders' warrants issued pursuant to private placement		-		(36,566	)		-			36,566			36,566			-			-
Shares issued for cash on exercise of stock options		23,000		16,560			-			-			-			-			16,560
Fair value of cash stock options transferred to share capital		-		6,670			(6,670	)		-			(6,670	)		-			-
Shares issued on cashless exercise of stock options		64,094		-			-			-			-			-			-
Shares issuance cost on cashless exercise of options		-		(17,282	)		-			-			-			-			(17,282	)
Fair value of cashless stock options transferred to share capital		-		160,080			(160,080	)		-			(160,080	)		-			-
Total comprehensive loss for the year		-		-			-			-			-			(3,511,667	)		(3,511,667	)
Balance, December 31, 2018		111,726,719		127,022,366			15,990,864			715,968			16,706,832			(72,364,093	)		71,365,105

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

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2018, 2017 and 2016

Expressed in Canadian dollars

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 properties in Canada and Mexico. The address of the Company’s registered office is Suite 1710 –1177 West Hastings Street, Vancouver, BC, Canada V6E 2L3.

The Company is in the business of exploring and developing mineral projects and its principal asset is the Ixtaca precious metals project located on its Tuligtic claim in Mexico. The Company has not yet determined whether this project has economically recoverable mineral reserves. The recoverability of amounts shown for mineral properties is dependent upon the establishment of a sufficient quantity of economically recoverable reserves, the ability of the Company to obtain the necessary financing or participation of joint venture partners to complete development of the properties, and upon future profitable production or proceeds from the disposition of exploration and evaluation assets.

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 as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

(b)

Basis of preparation

These consolidated financial statements have been prepared on a historical cost basis.

These consolidated financial statements, including comparatives, have been prepared on the basis of IFRS standards that are effective as at December 31, 2018.

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

(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 judgements and estimates that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these judgements and estimates. The consolidated financial statements include judgements and estimates which, by their nature, are uncertain. The impacts of such judgements and estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both current and future periods.

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2018, 2017 and 2016

Expressed in Canadian dollars

Basis of presentation (Continued)

(d)

Significant accounting judgments and estimates (Continued)

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

Critical Judgments

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.

The determination that the carrying amount of the Tuligtic Project will be recovered through use rather than sale (Notes 7 and 12).

Estimates

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

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

The recoverability of the value of the exploration and evaluation assets which is recorded in the consolidated statements of financial position (Note 3(f));

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

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;

The assessment of indications of impairment of each exploration and evaluation asset and related determination of the net realizable value and write-down of those assets where applicable (Note 3(f));

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2018, 2017 and 2016

Expressed in Canadian dollars

Significant accounting policies

( a)

Basis of consolidation

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

	Jurisdiction	Nature of operations

Puebla Holdings Inc.	Canada	Holding company
Minera Gorrion, S.A. de C.V.	Mexico	Exploration company
Molinos de Puebla, S.A. de C.V.	Mexico	Holding company

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

The Company has initially adopted IFRS 9, Financial Instruments (“IFRS 9”) from January 1, 2018. The effect of initially applying this standard did not have a material impact on the Company’s financial statements. A number of other new standards are also effective from January 1, 2018, however, were also deemed to not have a material impact on the Company's financial statements.

IFRS 9 sets out requirements for recognizing and measuring financial assets, financial liabilities and some contracts to buy or sell non-financial items. This standard replaces IAS 39, Financial Instruments: Recognition and Measurement (“IAS 39”). There was no material impact to the Company’s consolidated financial statements as a result of transitioning to IFRS 9.

The details of the new significant accounting policies and the nature and effect of the changes to previous accounting policies are set out below.

(i)

Classification and measurement of financial assets and liabilities

IFRS 9 largely retains the existing requirements in IAS 39 for the classification and measurement of financial liabilities. However, it eliminates the previous IAS 39 categories for financial assets held to maturity, loans and receivables, and available for sale.

The adoption of IFRS 9 has not had a significant effect on the Company’s accounting policies related to financial liabilities. The impact of IFRS 9 on the classification and measurement of financial assets is set out below.

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2018, 2017 and 2016

Expressed in Canadian dollars

Significant accounting policies (Continued)

(c)

Financial instruments (continued)

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 are classified at amortized cost.

(ii)

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.

The adoption of the ECL impairment model had no impact on the carrying amounts of the Company's financial assets on the transition date, given the accounts receivable are substantially all current and there has been minimal historical customer default. Neither cash and cash equivalents or accounts receivable have been subject to historical credit risk.

(d)

Cash and cash equivalents

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

(e)

Property, plant and equipment

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

Automotive equipment	30%
Furniture, fixtures and other	20%
Computer hardware and software	30%
Geological library	20%
Field equipment	20%
Mill equipment	Straight line over mine life (11 years)

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2018, 2017 and 2016

Expressed in Canadian dollars

Significant accounting policies (Continued)

(f)

Exploration and evaluation assets

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

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

(i)

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

(ii)

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

(iii)

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

(iv)

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

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

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

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

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

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

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2018, 2017 and 2016

Expressed in Canadian dollars

Significant accounting policies (Continued)

(f)

Exploration and evaluation assets (Continued)

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

(g)

Impairment of property, plant and equipment

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

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

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

(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.

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2018, 2017 and 2016

Expressed in Canadian dollars

Significant accounting policies (Continued)

(h)

Income taxes (Continued)

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

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

(i)

Share-based payments

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

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

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2018, 2017 and 2016

Expressed in Canadian dollars

Significant accounting policies (Continued)

(k)

Reclamation and closure cost obligations

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

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

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

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

(l)

Net loss per share

The Company presents the basic and diluted net loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted net loss per share is determined by adjusting the net loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares (Note 10).

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2018, 2017 and 2016

Expressed in Canadian dollars

Significant accounting policies (Continued)

(m)

Application of new and revised accounting standards effective January 1, 2018

The following new accounting standards and amendments which the Company adopted and are effective for the Company's annual consolidated financial statements commencing January 1, 2018:

Financial instruments

IFRS 9 - In July 2014, the IASB issued the final version of IFRS 9 to replace IAS 39. IFRS 9 provides a revised model for recognition and measurement of financial instruments and a single, forward-looking 'expected loss' impairment model. IFRS 9 also includes a substantially reformed approach to hedge accounting. The standard is effective for annual periods beginning on or after January 1, 2018, with early adoption permitted. The Company determined that the adoption of this standard did not have a significant impact on its future consolidated financial statements.

(n)

Future accounting standards

Certain pronouncements were issued by the IASB or IFRIC but are not yet effective as at December 31, 2018. The Company intends to adopt these standards and interpretations when they become effective. The Company does not expect these standards to have an impact on its consolidated financial statements. Pronouncements that are not applicable to the Company have been excluded from those described below.

The following are the accounting standards issued but not yet effective.

Leases

IFRS 16 - In January 2016, the IASB issued IFRS 16, Leases ("IFRS 16") which replaces IAS 17, Leases and its associated interpretative guidance. IFRS 16 applies a control model to the identification of leases, distinguishing between a lease and a service contract on the basis of whether the customer controls the asset being leased. For those assets determined to meet the definition of a lease, IFRS 16 introduces significant changes to the accounting by lessees, introducing a single, on-balance sheet accounting model that is similar to current finance lease accounting, with limited exceptions for short-term leases or leases of low-value assets. Lessor accounting remains similar to current accounting practice. The standard is effective for annual periods beginning on or after January 1, 2019.

The Company went through the process of reviewing contracts and identifying those that might be relevant under the new standard. Specific leases identified for further review included office leases and an equipment/service contract for a printer. Based on the assessment of the standard, the Company estimates that it will recognize as a lessee, the right-of-use lease assets and related liabilities for existing operating leases of approximately $400,000.

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2018, 2017 and 2016

Expressed in Canadian dollars

Accounts receivable and prepaid expenses

Accounts receivable and prepaid expenses consist of the following:

	December 31,		December 31,
	2018		2017
Accounts receivable (Note 9(b))	$	300,700	$	243,971
Prepaid expenses		103,716		124,992
	$	404,416	$	368,963

At December 31, 2018, the Company has recorded value added taxes of $444,994 (2017 - $444,729) included in exploration and evaluation assets as the value added tax relates to certain projects and is expected to be recovered when the assets are sold (Note 7).

Deposit on mill equipment

On October 16, 2015, the Company entered into a Mill Purchase Option Agreement (the “Agreement’) to acquire the Rock Creek mill. Pursuant to the Agreement, Almaden has the exclusive right and option to purchase the mill for total cash payments of $6,500,000 USD (completed), plus the issuance of 407,997 common shares (issued with a fair value of $273,358), subject to adjustment in certain circumstances (the “Option”).

Deposit on mill equipment consisted of the following payments:

	$		$
	USD		CAD
Balance, December 31, 2016				1,280,383
Additions: purchase price deposits		2,000,000		2,647,600
Additions: mobilization payments		767,500		995,226
Balance, December 31, 2017				4,923,209
Additions: purchase price deposits		3,750,000		4,876,500
Additions: mobilization payments		2,211,300		2,818,400
				12,618,109
Transfer to property, plant and equipment				(12,618,109	)
Balance, December 31, 2018				-

Almaden has exercised the Option by making the final option payment on June 12, 2018 for $3,750,000 USD ($4,876,500 CAD). As such, during the year ended December 31, 2018, Almaden obtained ownership and title to the mill equipment, and transferred the balance to property, plant and equipment (Note 6).

A mobilization plan is in progress to move the Rock Creek mill from Nome, Alaska to the Tuligtic property. Mill mobilization payments of $2,211,300 USD ($2,818,400 CAD) were paid during the year ended December 31, 2018 for the dismantlement of the mill.

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2018, 2017 and 2016

Expressed in Canadian dollars

Property, plant and equipment

	Automotive equipment		Furniture and fixtures and other		Computer hardware		Computer software		Geological library		Field equipment		Mill equipment		Total
	$		$		$		$		$		$		$		$
Cost
December 31, 2017		110,040		154,093		247,199		189,563		51,760		245,647		265,997		1,264,299
Additions		-		4,126		1,697		7,204		-		-		789,777		802,804
Transfer from deposit on mill equipment		-		-		-		-		-		-		12,618,109		12,618,109
December 31, 2018		110,040		158,219		248,896		196,767		51,760		245,647		13,673,883		14,685,212

Accumulated depreciation
December 31, 2017		110,040		134,484		213,702		164,211		49,366		220,204		-		892,007
Depreciation		-		4,444		10,176		8,089		479		5,089		-		28,277
December 31, 2018		110,040		138,928		223,878		172,300		49,845		225,293		-		920,284

Carrying amounts
December 31, 2017		-		19,609		33,497		25,352		2,394		25,443		265,997		372,292
December 31, 2018		-		19,291		25,018		24,467		1,915		20,354		13,673,883		13,764,928

The Company acquired the Rock Creek mill (Note 5) on June 12, 2018. As at December 31, 2018, mill equipment of $13,673,883 is recorded in property, plant and equipment and will be depreciated when the mill equipment is in the condition and location ready for its intended use, which will commence once the Company enters the commercial production phase.

On August 9, 2018, the Company paid $250,000 USD ($326,000 CAD) to extend the mill storage in Alaska, USA for one additional year. On July 1, 2018, an additional mill mobilization payment of $352,200 USD ($463,777 CAD) was made. Both these transactions were recorded in mill equipment under property, plant and equipment.

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2018, 2017 and 2016

Expressed in Canadian dollars

Property, plant and equipment (Continued)

	Automotive equipment			Furniture and fixtures and other		Computer hardware		Computer software		Geological library		Field equipment		Mill equipment		Total
	$			$		$		$		$		$		$		$
Cost
December 31, 2016		146,569			135,064		231,451		185,263		51,760		245,647		-		995,754
Additions		-			19,029		15,748		4,300		-		-		265,997		305,074
Disposals		(36,529	)		-		-		-		-		-		-		(36,529	)
December 31, 2017		110,040			154,093		247,199		189,563		51,760		245,647		265,997		1,264,299

Accumulated depreciation
December 31, 2016		144,559			131,569		204,742		155,024		48,766		213,842		-		898,502
Disposals		(34,769	)		-		-		-		-		-		-		(34,769	)
Depreciation		250			2,915		8,960		9,187		600		6,362		-		28,274
December 31, 2017		110,040			134,484		213,702		164,211		49,366		220,204		-		892,007

Carrying amounts
December 31, 2016		2,010			3,495		26,709		30,239		2,994		31,805		-		97,252
December 31, 2017		-			19,609		33,497		25,352		2,394		25,443		265,997		372,292

During the year ended December 31, 2017, the Company disposed certain of its property, plant and equipment for $Nil proceeds and recorded a loss on disposal of property, plant and equipment of $1,760.

The Company has acquired containers to begin a mobilization plan to move the Rock Creek mill from Nome, Alaska to Mexico. As at December 31, 2017, container costs of $199,952 and crane of $66,045 are recorded in property, plant and equipment and will be depreciated when the mill equipment is in the condition and location ready for its intended use.

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2018, 2017 and 2016

Expressed in Canadian dollars

Exploration and evaluation assets

	Tuligtic		Other Property		Total
Exploration and evaluation assets	$		$		$
Acquisition costs:
Opening balance - (December 31, 2017)		7,537,577		1		7,537,578
Additions		1,622,374		-		1,622,374
Closing balance - (December 31, 2018)		9,159,951		1		9,159,952
Deferred exploration costs:
Opening balance - (December 31, 2017)		37,266,620		-		37,266,620
Costs incurred during the period
Drilling and related costs		993,311		-		993,311
Professional/technical fees		59,038		-		59,038
Claim maintenance/lease costs		145,524		-		145,524
Geochemical, metallurgy		742,157		-		742,157
Technical studies		4,510,034		-		4,510,034
Travel and accommodation		457,968		-		457,968
Geology, geophysics and exploration		568,476		-		568,476
Supplies and misc.		168,725		-		168,725
Environmental		161,671		-		161,671
Value-added tax (Note 4)		444,994		-		444,994
Total deferred exploration costs during the period		8,251,898		-		8,251,898
Closing balance - (December 31, 2018)		45,518,518		-		45,518,518
Total exploration and evaluation assets		54,678,469		1		54,678,470

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2018, 2017 and 2016

Expressed in Canadian dollars

Exploration and evaluation assets (Continued)

	Tuligtic		Other Property		Total
Exploration and evaluation assets	$		$		$
Acquisition costs:
Opening balance - (December 31, 2016)		4,780,570		1		4,780,571
Additions		2,757,007		-		2,757,007
Closing balance - (December 31, 2017)		7,537,577		1		7,537,578
Deferred exploration costs:
Opening balance - (December 31, 2016)		31,204,785		-		31,204,785
Costs incurred during the period
Drilling and related costs		1,053,771		-		1,053,771
Professional/technical fees		112,191		-		112,191
Claim maintenance/lease costs		160,251		-		160,251
Geochemical, metallurgy		746,103		-		746,103
Technical studies		1,698,055		-		1,698,055
Travel and accommodation		390,927		-		390,927
Geology, geophysics and exploration		795,731		-		795,731
Supplies and misc.		118,015		-		118,015
Water exploration		7,981		-		7,981
Environmental		534,081		-		534,081
Value-added tax (Note 4)		444,729		-		444,729
Total deferred exploration costs during the period		6,061,835		-		6,061,835
Closing balance - (December 31, 2017)		37,266,620		-		37,266,620
Total exploration and evaluation assets		44,804,197		1		44,804,198

The following is a description of the Company’s most significant property interests and related spending commitments:

(a)

Tuligtic

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

(b)

Other Property

The Company holds a 40% carried interest in the Logan property located in the Yukon Territory, Canada. The project is carried at a nominal value of $1.

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2018, 2017 and 2016

Expressed in Canadian dollars

Share capital and reserves

(a)

Authorized share capital

At December 31, 2018, 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 private placement and other issues of common shares in 2018, 2017 and 2016

On June 7, 2018, the Company closed a non-brokered private placement by the issuance of 9,440,000 units at a price of $1.00 per unit for gross proceeds of $9,440,000. Each unit consists of one common share and one-half of one non-transferable common share purchase warrant. Each whole warrant allows the holder to purchase one common share of the Company at a price of $1.35 per share until June 7, 2022. The warrants are subject to an acceleration provision whereby if, commencing October 8, 2018, the daily volume weighted average trading price of the common shares on the Toronto stock exchange is higher than $2.00 for 20 consecutive trading days then, on the 20th consecutive trading day of any such period (the “Acceleration Trigger Date”), the expiry date of the warrants may be accelerated by the Company to the 30th trading day after the Acceleration Trigger Date by the issuance of a news release announcing such acceleration within three trading days of the Acceleration Trigger Date. Share issuance costs included finders’ fee of $384,900 in cash, and finders’ warrants to purchase up to 192,450 common shares at a price of $1.35 per common share until June 7, 2020. The fair value of the finders’ warrants was $36,566 per statement of equity. In connection with the private placement, the Company also incurred $216,659 in other cash share issuance costs. These amounts were recorded as a reduction to share capital. The proceeds of the private placement were allocated entirely to share capital.

On June 1, 2017, the Company closed a bought deal private placement by the issuance of 9,857,800 units at a price of $1.75 per unit for gross proceeds of $17,251,150. Each unit consists of one common share and one-half of one non-transferable common share purchase warrant. Each whole warrant allows the holder to purchase one common share of the Company at a price of $2.45 per share until June 1, 2020. Share issue costs included a finder’s fee of $1,035,069 in cash, and finders’ warrants to purchase up to 295,734 common shares at a price of $2.00 per common share until June 1, 2019. The fair value of the finders’ warrants was $171,526. In connection with the private placement, the Company also incurred $296,823 in other cash share issue costs. These amounts were recorded as a reduction to share capital. The proceeds of the private placement were allocated entirely to share capital.

On February 7, 2017, the Company closed a non-brokered private placement by the issuance of 2,519,407 units at a price of $1.35 per unit for gross proceeds of $3,401,199. Each unit consists of one common share and one-half of one non-transferable common share purchase warrant. Each whole warrant allows the holder to purchase one common share of the Company at a price of $2.00 per share until August 7, 2019. Share issue costs included a finder’s fee of $88,631 in cash, and finders’ warrants to purchase up to 17,911 common shares at a price of $1.35 per common share until August 7, 2019. The fair value of the finders’ warrants was $9,165. In connection with the private placement, the Company also incurred $116,408 in other cash share issue costs. These amounts were recorded as a reduction to share capital. The proceeds of the private placement were allocated entirely to share capital.

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2018, 2017 and 2016

Expressed in Canadian dollars

Share capital and reserves (Continued)

(b)

Details of private placement and other issues of common shares in 2018, 2017 and 2016 (continued)

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

(c)

Warrants

The continuity of warrants for the years ended December 31, 2018, 2017 and 2016 are as follows:

	Exercise		December 31,									December 31,
Expiry date	price		2017		Issued		Exercised		Expired			2018
November 25, 2018	$	2.00		1,614,541		-		-		(1,614,541	)		-
November 25, 2018	$	1.44		22,972		-		-		(22,972	)		-
June 1, 2019	$	2.00		295,734		-		-		-			295,734
August 7, 2019	$	2.00		1,259,704		-		-		-			1,259,704
August 7, 2019	$	1.35		10,411		-		-		-			10,411
June 1, 2020	$	2.45		4,928,900		-		-		-			4,928,900
June 7, 2020	$	1.35		-		192,450		-		-			192,450
June 7, 2022	$	1.35		-		4,720,000		-		-			4,720,000
Warrants outstanding and exercisable				8,132,262		4,912,450		-		(1,637,513	)		11,407,199
Weighted average exercise price			$	2.27	$	1.35		-	$	1.99		$	1.91

The weighted average remaining life of warrants outstanding at December 31, 2018 was 2.14 years (2017 – 1.95 years).

	Exercise		December 31,										December 31,
Expiry date	price		2016		Issued		Exercised			Expired			2017
November 17, 2017	$	1.00		2,036,667		-		(1,986,667	)		(50,000	)		-
November 25, 2018	$	2.00		1,614,541		-		-			-			1,614,541
November 25, 2018	$	1.44		45,944		-		(22,972	)		-			22,972
June 1, 2019	$	2.00		-		295,734		-			-			295,734
August 7, 2019	$	2.00		-		1,259,704		-			-			1,259,704
August 7, 2019	$	1.35		-		17,911		(7,500	)		-			10,411
June 1, 2020	$	2.45		-		4,928,900		-			-			4,928,900
Warrants outstanding and exercisable				3,697,152		6,502,249		(2,017,139	)		(50,000	)		8,132,262
Weighted average exercise price			$	1.44	$	2.34	$	1.01		$	1.00		$	2.27

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2018, 2017 and 2016

Expressed in Canadian dollars

Share capital and reserves (Continued)

(c)

Warrants (continued)

The weighted average remaining life of warrants outstanding at December 31, 2017 was 1.95 years (2016 – 1.34 years).

	Exercise		December 31,							Expired/			December 31,
Expiry date	price		2015		Issued		Exercised			cancelled			2016
February 11, 2016	$	1.76		2,210,000		-		-			(2,210,000	)		-
February 11, 2016	$	1.12		49,410		-		-			(49,410	)		-
July 17, 2016	$	1.58		4,376,000		-		(4,376,000	)		-			-
July 17, 2016	$	1.32		186,000		-		-			(186,000	)		-
November 17, 2017	$	1.00		2,253,334		-		(216,667	)		-			2,036,667
November 17, 2017	$	0.77		35,200		-		(35,200	)		-			-
November 25, 2018	$	2.00		-		1,614,541		-			-			1,614,541
November 25, 2018	$	1.44		-		45,944		-			-			45,944
Warrants outstanding and exercisable				9,109,944		1,660,485		(4,627,867	)		(2,445,410	)		3,697,152
Weighted average exercise price			$	1.47	$	1.98	$	1.55		$	1.71		$	1.44

The weighted average fair value of finders’ warrants granted during the years ended December 31, 2018, 2017 and 2016 calculated using the Black-Scholes model at the issue dates, are as follows:

Weighted average assumptions used

Number of warrants		Date of issue	Fair value per share		Risk free interest rate			Expected life (in years)		Expected volatility			Expected dividends
	192,450	June 7, 2018	$	0.19		1.94	%		2		54.02	%	$Nil
	295,734	June 1, 2017	$	0.58		0.71	%		2		66.26	%	$Nil
	17,911	February 7, 2017	$	0.51		0.72	%		2.50		61.54	%	$Nil
	45,944	May 25, 2016	$	0.39		0.59	%		2		55.53	%	$Nil

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2018, 2017 and 2016

Expressed in Canadian dollars

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, 2018, the Company had reserved 1,465,672 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, 2018, 2017 and 2016 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 year ended December 31, 2018, 2017 and 2016 are as follows:

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2018, 2017 and 2016

Expressed in Canadian dollars

Share capital and reserves (Continued)

(d)

Share purchase option compensation plan (Continued)

Expiry date	Exercise price		December 31, 2017		Granted		Exercised			Expired			December 31, 2018
April 4, 2018	$	1.74		90,000		-		-			(90,000	)		-
May 6, 2018	$	1.41		100,000		-		-			(100,000	)		-
June 8, 2018	$	1.44		1,915,000		-		-			(1,915,000	)		-
June 18, 2018	$	1.46		250,000		-		-			(250,000	)		-
June 29, 2018	$	1.71		15,000		-		-			(15,000	)		-
August 9, 2018	$	1.91		491,000		-		-			(491,000	)		-
September 15, 2018	$	1.85		170,000		-		-			(170,000	)		-
December 11, 2018	$	0.72		590,000		-		(575,000	) ⁽ⁱ⁾		(15,000	)		-
December 11, 2018	$	1.68		150,000		-		-			(150,000	)		-
December 11, 2018	$	1.80		20,000		-		-			(20,000	)		-
January 2, 2019	$	1.04		375,000		-		-			-			375,000
March 17, 2019	$	1.35		207,000		-		-			-			207,000
May 4, 2019	$	1.99		175,000		-		-			-			175,000
May 19, 2019	$	1.84		75,000		-		-			-			75,000
June 12, 2019	$	1.89		75,000		-		-			-			75,000
July 2, 2019	$	1.32		150,000		-		-			-			150,000
July 2, 2019	$	1.19		60,000		-		-			-			60,000
July 2, 2019	$	1.34		1,427,000		-		-			-			1,427,000
September 19, 2019	$	1.40		1,160,000		-		-			-			1,160,000
April 10, 2020	$	1.03		-		90,000		-			-			90,000
April 30, 2020	$	1.53		500,000		-		-			-			500,000
April 30, 2020	$	1.14		100,000		-		-			-			100,000
April 30, 2020	$	1.04		-		100,000		-			-			100,000
June 8, 2020	$	0.98		-		2,180,000		-			-			2,180,000
September 30, 2020	$	1.25		1,195,000		-		-			(100,000	)		1,095,000
September 30, 2020	$	0.83		-		106,000		-			-			106,000
September 30, 2020	$	0.79		-		170,000		-			-			170,000
December 13, 2020	$	0.86		-		762,000		-			-			762,000
February 7, 2021	$	1.11		-		300,000		-			-			300,000
March 29, 2021	$	1.08		-		400,000		-			-			400,000
December 12, 2021	$	1.00		-		200,000		-			-			200,000
Options outstanding and exercisable				9,290,000		4,308,000		(575,000	)		(3,316,000	)		9,707,000
Weighted average exercise price			$	1.39	$	0.97	$	0.72		$	1.54		$	1.19

⁽ⁱ⁾

In accordance with the Company’s stock option plan, options holders exercised 552,000 stock options on a cashless basis at an exercise price of $0.72. The total number of shares issued in connection with the cashless exercise of options was 64,094.

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2018, 2017 and 2016

Expressed in Canadian dollars

Share capital and reserves (Continued)

(d)

Share purchase option compensation plan (Continued)

The weighted average remaining life of stock options outstanding at December 31, 2018 was 1.24 years (2017 – 1.33 years).

Expiry date	Exercise price		December 31, 2016		Granted		Exercised			Expired			December 31, 2017
January 6, 2017	$	0.98		1,180,000		-		(1,180,000	) ⁽ⁱ⁾		-			-
May 4, 2017	$	1.91		175,000		-		(75,000	)		(100,000	)		-
June 8, 2017	$	1.98		75,000		-		-			(75,000	)		-
August 26, 2017	$	0.74		1,310,000		-		(1,310,000	) ⁽ⁱ⁾		-			-
September 11, 2017	$	2.31		500,000		-		-			(500,000	)		-
November 22, 2017	$	2.22		100,000		-		-			(100,000	)		-
April 4, 2018	$	1.74		90,000		-		-			-			90,000
May 6, 2018	$	1.41		100,000		-		-			-			100,000
June 8, 2018	$	1.44		1,915,000		-		-			-			1,915,000
June 18, 2018	$	1.46		250,000		-		-			-			250,000
June 29, 2018	$	1.71		15,000		-		-			-			15,000
August 9, 2018	$	1.91		491,000		-		-			-			491,000
September 15, 2018	$	1.85		170,000		-		-			-			170,000
December 11, 2018	$	0.72		724,000		-		(134,000	) ⁽ⁱ⁾		-			590,000
December 11, 2018	$	1.68		150,000		-		-			-			150,000
December 11, 2018	$	1.80		20,000		-		-			-			20,000
January 2, 2019	$	1.04		375,000		-		-			-			375,000
March 17, 2019	$	1.35		-		207,000		-			-			207,000
May 4, 2019	$	1.99		-		175,000		-			-			175,000
May 19, 2019	$	1.84		-		75,000		-			-			75,000
June 12, 2019	$	1.89		-		75,000		-			-			75,000
July 2, 2019	$	1.32		150,000		-		-			-			150,000
July 2, 2019	$	1.19		60,000		-		-			-			60,000
July 2, 2019	$	1.34		-		1,427,000		-			-			1,427,000
September 19, 2019	$	1.40		-		1,160,000		-			-			1,160,000
April 30, 2020	$	1.53		-		500,000		-			-			500,000
April 30, 2020	$	1.14		-		100,000		-			-			100,000
September 30, 2020	$	1.25		-		1,195,000		-			-			1,195,000
Options outstanding and exercisable				7,850,000		4,914,000		(2,699,000	)		(775,000	)		9,290,000
Weighted average exercise price			$	1.29	$	1.39	$	0.88		$	2.21		$	1.39

^(j)

In accordance with the Company’s stock option plan, options holders exercised 350,000; 1,150,000 and 92,000 stock options on a cashless basis at an exercise price of $0.98, $0.74 and $0.72, respectively. The total number of shares issued in connection with the cashless exercise of options was 532,836.

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2018, 2017 and 2016

Expressed in Canadian dollars

Share capital and reserves (Continued)

(d)

Share purchase option compensation plan (Continued)

The weighted average remaining life of stock options outstanding at December 31, 2017 was 1.33 years (2016 – 1.13 years).

Expiry date	Exercise price		December 31, 2015		Granted		Exercised			Expired / cancelled			December 31, 2016
May 6, 2016	$	1.33		65,000		-		-			(65,000	)		-
June 8, 2016	$	2.89		2,145,000		-		-			(2,145,000	)		-
July 14, 2016	$	1.37		130,000		-		(120,000	) ⁽ⁱ⁾		(10,000	)		-
August 15, 2016	$	2.57		150,000		-		-			(150,000	)		-
October 10, 2016	$	1.23		150,000		-		(150,000	) ⁽ⁱ⁾		-			-
January 6, 2017	$	0.98		1,180,000		-		-			-			1,180,000
May 4, 2017	$	1.91		200,000		-		-			(25,000	)		175,000
June 8, 2017	$	1.98		75,000		-		-			-			75,000
August 26, 2017	$	0.74		1,445,000		-		(135,000	)		-			1,310,000
September 11, 2017	$	2.31		500,000		-		-			-			500,000
November 22, 2017	$	2.22		100,000		-		-			-			100,000
April 4, 2018	$	1.74		90,000		-		-			-			90,000
May 6, 2018	$	1.41		-		100,000		-			-			100,000
June 8, 2018	$	1.44		-		1,915,000		-			-			1,915,000
June 18, 2018	$	1.46		250,000		-		-			-			250,000
June 29, 2018	$	1.71		-		15,000		-			-			15,000
August 9, 2018	$	1.91		-		491,000		-			-			491,000
September 15, 2018	$	1.85		-		170,000		-			-			170,000
December 11, 2018	$	0.72		756,000		-		(32,000	)		-			724,000
December 11, 2018	$	1.68		-		150,000		-			-			150,000
December 11, 2018	$	1.80		-		20,000		-			-			20,000
January 2, 2019	$	1.04		375,000		-		-			-			375,000
July 2, 2019	$	1.32		150,000		-		-			-			150,000
July 2, 2019	$	1.19		-		60,000		-			-			60,000
Options outstanding and exercisable				7,761,000		2,921,000		(437,000	)		(2,395,000	)		7,850,000
Weighted average exercise price			$	1.65	$	1.55	$	1.08		$	2.81		$	1.29

⁽ⁱ⁾

In accordance with the Company’s stock option plan, options holders exercised 105,000 and 150,000 stock options on a cashless basis at an exercise price of $1.37 and $1.23. The total number of shares issued in connection with the cashless exercise of options was 63,510.

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2018, 2017 and 2016

Expressed in Canadian dollars

Share capital and reserves (Continued)

(d)

Share purchase option compensation plan (continued)

The weighted average fair value of options granted during the years ended December 31, 2018, 2017 and 2016, calculated using the Black-Scholes model at grant date, are as follows:

Weighted average assumptions used

Number of options		Date of grant	Fair value per share		Risk free interest rate			Expected life (in years)		Expected volatility			Expected dividends
	762,000	December 13, 2018	$	0.24		1.89	%		2		49.38	%	$Nil
	200,000	December 12, 2018	$	0.28		2.06	%		3		49.50	%	$Nil
	170,000	September 26, 2018	$	0.25		2.19	%		2		47.93	%	$Nil
	106,000	August 15, 2018	$	0.21		2.09	%		2		48.39	%	$Nil
	2,180,000	June 18, 2018	$	0.29		1.85	%		2		51.53	%	$Nil
	100,000	May 7, 2018	$	0.33		1.95	%		2		55.21	%	$Nil
	90,000	April 10, 2018	$	0.31		1.85	%		2		55.18	%	$Nil
	400,000	March 29, 2018	$	0.42		1.94	%		3		55.10	%	$Nil
	300,000	February 7, 2018	$	0.48		1.99	%		3		64.14	%	$Nil
	1,195,000	December 22, 2017	$	0.62		1.71	%		3		65.20	%	$Nil
	100,000	November 23, 2017	$	0.50		1.46	%		3		63.93	%	$Nil
	500,000	September 12, 2017	$	0.55		1.59	%		2.5		63.12	%	$Nil
	1,160,000	August 25, 2017	$	0.48		1.24	%		2		62.80	%	$Nil
	75,000	June 12, 2017	$	0.63		0.88	%		2		65.95	%	$Nil
	75,000	May 19, 2017	$	0.60		0.72	%		2		65.65	%	$Nil
	175,000	May 4, 2017	$	0.63		0.71	%		2		65.77	%	$Nil
	207,000	March 17, 2017	$	0.47		0.80	%		2		61.28	%	$Nil
	1,427,000	January 11, 2017	$	0.54		0.75	%		2		68.94	%	$Nil
	60,000	December 21, 2016	$	0.42		0.83	%		2		70.18	%	$Nil
	20,000	November 2, 2016	$	0.69		0.54	%		2		68.31	%	$Nil
	150,000	October 6, 2016	$	0.57		0.60	%		2		68.47	%	$Nil
	170,000	September 15, 2016	$	0.70		0.58	%		2		68.08	%	$Nil
	491,000	August 9, 2016	$	0.76		0.50	%		2		67.52	%	$Nil
	15,000	June 29, 2016	$	0.87		0.54	%		2		66.44	%	$Nil
	1,915,000	June 8, 2016	$	0.62		0.54	%		2		64.68	%	$Nil
	100,000	May 6, 2016	$	0.52		0.54	%		2		63.84	%	$Nil

Total share-based payments expenses as a result of options granted and vested during the year ended December 31, 2018 was $1,308,740 (2017 - $ 2,693,070 ; 2016 -$1,869,010).

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2018, 2017 and 2016

Expressed in Canadian dollars

Related party transactions and balances

(a)

Compensation of key management personnel

Key management includes members of the Board, the President and Chief Executive Officer, the Chief Financial Officer, Vice President Operations & Projects, and the Vice President, Corporate Development. The net aggregate compensation paid or payable to key management for services after recovery from Azucar Minerals Ltd. and Almadex Minerals Ltd. (Note 9 (b)) is as follows:

	December 31,		December 31,		December 31,
	2018		2017		2016

Salaries and benefits	$	952,079	$	813,400	$	755,475
Share-based payments		1,090,540		2,216,170		1,537,060
Directors’ fees		70,000		70,000		41,000
	$	2,112,619	$	3,099,570	$	2,333,535

(b)

Almadex Minerals Ltd (“Almadex”)

Effective August 1, 2015, the Company recovers a portion of expenses from Azucar pursuant to an administrative services agreement between the Company and Azucar.

Effective May 18, 2018, the Company also recovers a portion of expenses from Almadex pursuant to the administrative service agreements between the Company and Almadex.

During the year ended December 31, 2018, the Company received $542,657 (2017 - $499,798; 2016 - $464,498) from Azucar for administrative services fees included in other income and received $243,260 (2017 - $Nil; 2016 - $Nil) from Almadex for administrative services fees included in other income.

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

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

(c)

Other related party transactions

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

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2018, 2017 and 2016

Expressed in Canadian dollars

10.

Net loss per share

Basic and diluted net loss per share

The calculation of basic net loss per share for the year ended December 31, 2018 was based on the loss attributable to common shareholders of $3,511,667 (2017 - $5,231,295; 2016 - $4,023,504) and a weighted average number of common shares outstanding of 107,584,263 (2017 - 95,873,417, 2016 - 82,322,754).

The calculation of diluted net loss per share for the year ended December 31, 2018, 2017 and 2016 did not include the effect of stock options and warrants as they are anti-dilutive.

11.

Supplemental cash flow information

Supplemental information regarding non-cash transactions is as follows:

Investing and financing activities	December 31, 2018		December 31, 2017		December 31, 2016

Exploration and evaluation assets expenditures included in trade and other payables	$	694,167	$	493,943	$	535,254
Fair value of finders’ warrants		36,566		180,691		17,918
Fair value of finders’ warrants transferred to share capital on exercise of finders’ warrants		-		12,797		5,984
Fair value of cash stock options transferred to share capital on exercise of options		6,670		496,859		43,180
Fair value of cashless stock options transferred to share capital on exercise of options		160,080		387,930		108,300

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2018, 2017 and 2016

Expressed in Canadian dollars

11.

Supplemental cash flow information (Continued)

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

	December 31, 2018		December 31, 2017

Cash	$	2,580,580	$	1,449,184
Term Deposits		2,500,000		14,885,350
	$	5,080,580	$	16,334,534

12.

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:

	December 31, 2018			December 31, 2017			December 31, 2016
Loss before income taxes	$	(3,511,667	)	$	(5,231,295	)	$	(4,023,504	)
Statutory rate		27.00	%		26.00	%		26.00	%

Expected income tax		(948,150	)		(1,360,137	)		(1,046,111	)
Effect of different tax rates in foreign jurisdictions		(38,010	)		9,728			343
Non-deductible share-based payments		353,360			700,198			485,943
Other permanent items		2,766			3,360			2,022
Change in deferred tax assets not recognized		151,738			1,921,226			3,518,776
Impact of change in tax rates		-			(348,020	)		-
Impact of change in expected manner of recovery		-			-			853,274
Share issuance costs		(172,294	)		(399,602	)		(39,241	)
True-ups and other		650,590			(526,753	)		(3,775,006	)
Deferred income tax (recovery) expenses	$	-		$	-		$	-

In September 2017, the British Columbia (BC) Government proposed changes to the general corporate income tax rate to increase the rate from 11% to 12% effective January 1, 2018 and onwards. This change in tax rate was substantively enacted on October 26, 2017. The relevant deferred tax balances have been remeasured to reflect the increase in the Company’s combined Federal and Provincial (BC) general corporate income tax rate from 26% to 27%.

(b)

The Company’s deferred income tax recovery and deferred income tax liability relates to the Mexican income tax and Special Mining Duty (“SMD”) associated with the Tuligtic project. As a consequence of the Company’s spin-out, management has determined that the Company will most likely recover the carrying amount of the Tuligtic property through use rather than through sale. Before the spin-out was planned, it was management’s expectation that the carrying amount of the Tuligtic property would be recovered through sale rather than through use. Given this change in expected manner of recovery, the Company has reflected the tax impacts in the financial statements.

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2018, 2017 and 2016

Expressed in Canadian dollars

12.

Income Taxes (Continued)

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

	December 31, 2018			December 31, 2017

Deferred tax assets
Non-capital losses	$	4,282,555		$	4,282,555

Deferred tax liabilities
Exploration and evaluation assets		(5,717,437	)		(5,717,437	)

Net deferred tax liabilities	$	(1,434,882	)	$	(1,434,882	)

(c)

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

	December 31, 2018		December 31, 2017

Non-capital loss carry forwards	$	18,758,080	$	17,803,193
Capital loss carry forwards		24,538,993		24,538,993
Exploration and evaluation assets		8,221,842		8,221,842
Share issue costs		1,554,264		1,778,234
Property, plant and equipment		483,609		10,127
Cumulative eligible capital deduction		-		507,429
Investment tax credit		239,849		239,849
	$	53,796,637	$	53,099,667

At December 31, 2018, the Company had operating loss carry forwards available for tax purposes in Canada of $17,858,501 (2017 - $15,706,045) which expire between 2032 and 2038 and in Mexico of $15,173,872 (2017 - $16,378,174) which expire between 2022 and 2028.

13.

Commitments

The Company has entered into an operating lease for office premises effective April 1, 2017 through to March 31, 2022.

As at December 31, 2018, the remaining payments for operating lease are due as follows:

		2019				2020				2021				2022				2023				Total
Office lease		$	179,706			$	191,512			$	192,336			$	48,084				-			$	611,638

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2018, 2017 and 2016

Expressed in Canadian dollars

14.

Financial instruments

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

The Company does not carry any financial instruments at fair value.

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, 2018, the Company is exposed to foreign exchange risk through the following monetary assets and liabilities denominated in currencies other than the functional currency of the applicable subsidiary:

All amounts in Canadian dollars	US dollar		Mexican peso
Cash and cash equivalents	$	1,004,652	$	293,525
Accounts receivable and prepaid expenses		-		82
Total assets	$	1,004,652	$	293,607

Trade and other payables	$	531,083	$	40,373
Total liabilities	$	531,083	$	40,373

Net assets	$	473,569	$	253,234

A 10% change in the US dollar exchange rate relative to the Canadian dollar would change the Company’s net loss by $47,000.

A 10% change in the Mexican peso relative to the Canadian dollar would change the Company’s net loss by $25,000.

(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 excise tax included in accounts receivable and prepaid expenses consists primarily of sales tax due from the federal government of Canada.

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2018, 2017 and 2016

Expressed in Canadian dollars

14.

Financial instruments (Continued)

(b)

Credit risk (Continued)

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, 2018, 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.

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

(d)

Interest rate risk

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

A 1% change in the interest rate would change the Company’s net loss by $51,000.

(e)

Commodity and equity price risk

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

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2018, 2017 and 2016

Expressed in Canadian dollars

15.

Management of capital

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

The Company 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.

16.

Segmented information

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

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

	December 31, 2018		December 31, 2017
Canada	$	86,372	$	120,803
United States		13,673,883		5,168,856
Mexico		54,683,143		44,810,040
	$	68,443,398	$	50,099,699

17.

Subsequent events

On January 3, 2019, the Company granted certain consultant, officers and directors an aggregate of 425,000 stock options in accordance with the terms of the Company’s stock option plan, each of which is exercisable into one common share at an exercise price of $0.84 per share until February 7, 2021.

On March 1, 2019, the Company granted a consultant an aggregate of 100,000 stock options in accordance with the terms of the Company’s stock option plan, each of which is exercisable into one common share at an exercise price of $0.90 per share until March 29, 2021.

		Page

Glossary of Geologic and Mining Terms		5
Notes Concerning Terminology Related to Resources and Reserves		12
Cautionary Note to U.S. Investors Regarding Mineral Resource and Mineral Reserve Estimates		15
Cautionary Note Regarding Forward-Looking Statements		16

	PART I

Item 1	Identity of Directors, Senior Management and Advisers	17

Item 2	Offer Statistics and Expected Timetable	17

Item 3	Key Information	17

Item 4	Information on the Company	24

Item 5	Operating and Financial Review and Prospects	44

Item 6	Directors, Senior Management and Employees	49

Item 7	Major Shareholders and Related Party Transactions	74

Item 8	Financial Information	75

Item 9	The Offer and Listing	75

Item 10	Additional Information	78

Item 11	Quantitative and Qualitative Disclosures About Market Risk	88

Item 12	Description of Securities Other than Equity Securities	89

	PART II

Item 13	Defaults, Dividend Arrearages and Delinquencies	89

Item 14	Material Modifications to the Rights of Security Holders and
	Use of Proceeds	89

Item 15	Controls and Procedures	89

Item 16A	Audit Committee Financial Expert	90
Item 16B	Code of Ethics	90
Item 16C	Principal Accountant Fees and Services	90
Item 16D	Exemptions from the Listing Standards for Audit Committees	91
Item 16E	Purchase of Equity Securities by the Issuer and Affiliated Purchasers	91
Item 16F	Change in Registrant’s Certifying Accounts	91
Item 16G	Corporate Governance	91
Item 16H	Mine Safety Disclosure	91

	PART III

Item 17	Financial Statements	91
Item 18	Financial Statements	91

Item 19	Exhibits	91

Signatures		94

	Year Ended 12/31/2018			Year Ended 12/31/2017			Year Ended 12/31/2016			Year Ended 12/31/2015			Year Ended 12/31/2014
Revenues	$	-		$	-		$	-		$	-		$	-
Other Income (loss)		1,190			468			444			2,711			(9,496	)
Net loss and comprehensive loss		(3,512	)		(5,231	)		(4,024	)		(1,145	)		(14,701	)
Basic net (loss) income per common share		(0.03	)		(0.05	)		(0.05	)		(0.02	)		(0.23	)
Diluted net (loss) income per common share		(0.03	)		(0.05	)		(0.05	)		(0.02	)		(0.23	)
Weighted average shares (000)		107,584			95,873			82,323			73,249			66,331
Working capital		4,357			16,065			9,293			5,808			9,172
Exploration and evaluation assets		54,678			44,804			35,985			30,538			28,645
Net assets		71,365			64,730			45,221			35,983			39,637
Total assets		73,928			66,803			47,514			38,215			42,019
Capital stock		127,022			118,054			95,290			83,758			87,084
Dividends declared per share		-			-			-			-			-

	Average		High		Low		Close
Fiscal Year Ended 12/31/2018	$	1.30	$	1.36	$	1.23	$	1.36
Fiscal Year Ended 12/31/2017		1.30		1.37		1.21		1.25
Fiscal Year Ended 12/31/2016		1.32		1.46		1.25		1.34
Fiscal Year Ended 12/31/2015		1.28		1.40		1.17		1.38
Fiscal Year Ended 12/31/2014		1.10		1.16		1.06		1.16

	•	a 100% interest in the El Cobre copper-gold porphyry exploration project in Mexico and the Willow copper-gold porphyry exploration project in Nevada, in addition to a portfolio of 20 other exploration projects;
	•	a 2% NSR on the Company’s Tuligtic property in Mexico, which hosts the Company’s Ixtaca gold-silver development project;
	•	a 1.5% NSR on the Caballo Blanco gold deposit in Mexico, a development project operated by Timmins Gold Corp.;
	•	a 2% NSR on the Elk gold deposit in Canada, an advanced exploration project operated by JDL Gold Corp. (formerly Gold Mountain Mining Corp.);
	•	a portfolio of 21 additional 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.

	•	Office space;
	•	Executive personnel and human resources;
	•	Geological technical support; and
	•	Accounting and financial services.

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

Claim Name	Claim Number	Area (hectares)	Valid Until Date
Cerro Grande R1	245486	2,773.00	March 5, 2053
Cerro Grande R3	245488	824.06	March 5, 2053
Cerro Grande R4	245489	540.00	March 5, 2053
Cerro Grande R5	245490	784.97	March 5, 2053
Cerro Grande R6	245491	937.79	March 5, 2053
Cerro Grande 2 R2	245493	652.00	February 23, 2059
Cerro Grande 2 R3	245494	708.00	February 23, 2059
*Total*		*7,219.82*

On execution of agreement	US$250,000	Paid
On or before December 31, 2015	US$250,000	Paid
On or before March 31, 2016	US$250,000	Paid
On or before June 15, 2017	US$2,000,000	Paid
On or before June 15, 2018	US$3,750,000	Paid

	•	Average annual production of 108,500 ounces gold and 7.06 million ounces silver (203,000 gold equivalent ounces, or 15.2 million silver equivalent ounces) over first 6 years;
	•	After-tax internal rate of return (“IRR”) of 42% and after-tax payback period of 1.9 years;
	•	After-tax net present value (“NPV”) of $310 million at a 5% discount rate;
	•	Initial Capital of $174 million;
	•	Conventional open pit mining with a Proven and Probable Mineral Reserve of 1.39 million ounces of gold and 85.2 million ounces of silver;
	•	Pre-concentration uses ore sorting to produce a total of 48 million tonnes of mill feed averaging 0.77 g/t gold and 47.9 g/t silver (2.03 g/t gold equivalent over first 6 years, 1.41 g/t gold equivalent over life of mine);
	•	Average life-of-mine (“LOM”) annual production of 90,800 ounces gold and 6.14 million ounces silver (173,000 gold equivalent ounces, or 12.9 million silver equivalent ounces);
	•	Operating cost $716 per gold equivalent ounce, or $9.55 per silver equivalent ounce;
	•	All-in Sustaining Costs (“AISC”), including operating costs, sustaining capital, expansion capital, private and public royalties, refining and transport of $850 per gold equivalent ounce, or $11.30 per silver equivalent ounce;
	•	Elimination of tailings dam by using filtered tailings significantly reduces the project footprint and water usage

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

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

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

Gold Price ($/oz)	1125	1200	1275	1350	1425
Silver Price ($/oz)	14	15.5	17	18.5	20

Pre-Tax NPV 5% ($million)	229	349	470	591	712
Pre-Tax IRR (%)	35%	46%	57%	67%	77%
Pre-Tax Payback (years)	2.0	1.8	1.6	1.4	1.3

After-Tax NPV 5% ($million)	151	233	310	388	466
After-Tax IRR (%)	25%	34%	42%	49%	57%
After-Tax Payback (years)	2.6	2.1	1.9	1.7	1.5

MEASURED RESOURCE
AuEq Cut-off	Tonnes > Cut-off	Grade>Cut-off			Contained Metal x 1,000
(g/t)	(tonnes)	Au (g/t)	Ag (g/t)	AuEq (g/t)	Au (oz)	Ag (oz)	AuEq (oz)
0.30	43,380,000	0.62	36.27	1.14	862	50,590	1,591
0.50	32,530,000	0.75	44.27	1.39	788	46,300	1,454
0.70	25,080,000	0.88	51.71	1.63	711	41,700	1,312
1.00	17,870,000	1.06	61.69	1.95	608	35,440	1,118
INDICATED RESOURCE
AuEq Cut-off	Tonnes > Cut-off	Grade>Cut-off			Contained Metal x 1,000
(g/t)	(tonnes)	Au (g/t)	Ag (g/t)	AuEq (g/t)	Au (oz)	Ag (oz)	AuEq (oz)
0.30	80,760,000	0.44	22.67	0.77	1,145	58,870	1,994
0.50	48,220,000	0.59	30.13	1.02	913	46,710	1,586
0.70	29,980,000	0.74	37.79	1.29	715	36,430	1,240
1.00	16,730,000	0.96	47.94	1.65	516	25,790	888

INFERRED RESOURCE
AuEq Cut-off	Tonnes > Cut-off	Grade>Cut-off			Contained Metal x 1,000
(g/t)	(tonnes)	Au (g/t)	Ag (g/t)	AuEq (g/t)	Au (oz)	Ag (oz)	AuEq (oz)
0.30	40,410,000	0.32	16.83	0.56	412	21,870	726
0.50	16,920,000	0.44	25.43	0.80	237	13,830	436
0.70	7,760,000	0.57	33.80	1.06	142	8,430	264
1.00	3,040,000	0.79	43.64	1.42	77	4,270	139


	Common Stock without Par Value		NYSE American

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

	•	Mineral Reserves have an effective date of November 30, 2018. The qualified person responsible for the Mineral Reserves is Jesse Aarsen, P.Eng of Moose Mountain Technical Services.

	•	The cut-off grade used for ore/waste determination is NSR>=$14/t

	•	All Mineral Reserves in this table are Proven and Probable Mineral Reserves. The Mineral Reserves are not in addition to the Mineral Resources but are a subset thereof. All Mineral Reserves stated above account for mining loss and dilution.

	•	Associated metallurgical recoveries (gold and silver, respectively) have been estimated as 90% and 90% for limestone, 50% and 90% for volcanic, 50% and 90% for black shale.

	•	Reserves are based on a US$1,300/oz gold price, US$17/oz silver price and an exchange rate of US$1.00:MXP20.00.

	•	Reserves are converted from resources through the process of pit optimization, pit design, production schedule and supported by a positive cash flow model.

	•	Rounding as required by reporting guidelines may result in summation differences.

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

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

Name	Age	Date First Elected or Appointed
James Duane Poliquin	78	February 1, 2002 ⁽⁴⁾
John D. McCleary ⁽²⁾⁽³⁾	78	February 1, 2002 ⁽⁴⁾
Morgan Poliquin	47	February 1, 2002 ⁽⁴⁾
Gerald G. Carlson ^(1)(2)(3)	73	February 1, 2002 ⁽⁴⁾
Mark T. Brown ⁽¹⁾⁽³⁾	50	May 30, 2011
William J. Worrall ^(1)(2)(3)	86	May 7, 2013
Elaine Ellingham ⁽⁵⁾	60	February 27, 2018

Name	Position	Age	Date First Appointed
James Duane Poliquin	Chairman of the Board	78	February 1, 2002 ⁽¹⁾
Morgan Poliquin	President and Chief Executive Officer	47	March 1, 2007
Korm Trieu	Chief Financial Officer	53	May 30, 2011
Douglas McDonald	Vice-President, Corporate Development	50	September 22, 2014
Laurence Morris	Vice-President, Operations & Projects	65	April 30, 2018

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

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

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

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

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

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

Year Ended	High	Low
12/31/2018	$1.05	$0.48
12/31/2017	1.75	0.71
12/31/2016	1.88	0.50
12/31/2015	1.27	0.48
12/31/2014	1.94	0.86

Quarter Ended	High	Low
12/31/2018	$0.69	$0.48
09/30/2018	0.75	0.56
06/30/2018	0.87	0.70
03/31/2018	1.05	0.78
12/31/2017	1.24	0.71
09/30/2017	1.32	1.10
06/30/2017	1.75	1.13
03/31/2017	1.30	0.95

Month Ended	High	Low
02/28/2019	$0.79	$0.63
01/31/2019	0.90	0.66
12/31/2018	0.69	0.54
11/30/2018	0.60	0.48
10/31/2018	0.65	0.49
09/30/2018	0.69	0.58

	Number
Balance, December 31, 2018	111,726,719
Balance, March 14, 2019	111,726,719

	December 31, 2018	December 31, 2017
Audit fees	$38,000	$38,000
Audit-related fees	2,800	12,898
Tax fees	-	-
Other fees	-	-

1. (P)	Certificate of Amalgamation
	Amalgamation Agreement
	- Incorporated by reference to the Company’s Form 20-F Annual Report for the year ended December 31, 2001, as filed with the Commission on May 17, 2002.
1.1	Articles
	- Incorporated by reference to the Company’s Form 20-F Annual Report 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 March 31, 2014.

4.	Executive Compensation Contract dated January 29, 2013 with Hawk Mountain Resources Ltd.
	- Incorporated by reference to the Company’s Form 20-F for the year ended December 31, 2012 and filed with the Commission on March 28, 2013.
4.1	Executive Compensation Contract dated January 29, 2013 with Morgan Poliquin
	- Incorporated by reference to the Company’s Form 20-F for the year ended December 31, 2012 and filed with the Commission on March 28, 2013.
4.2	Assignment of Rights Agreement dated March 11, 2013 with Don David Gold Mexico, S.A. de C.V. - Incorporated by reference to the Company’s Form 20-F for the year ended December 31, 2013 and filed with the Commission on March 31, 2014.
4.3	Sale and Purchase Agreement dated June 20, 2013 with Tarsis Resources Ltd. - Incorporated by reference to the Form 6-K and filed with the Commission on June 20, 2013.
4.4	Amendment Agreement dated November 26, 2013 with Candymin, S.A. de C.V. and Mr. Charlie Warren - Incorporated by reference to the Company’s Form 20-F for the year ended December 31, 2013 and filed with the Commission on March 31, 2014.
4.5	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.
4.6	Administrative Services Agreement between the Company and Almadex Minerals Limited dated May 15, 2015 and filed with the Commission on March 31, 2016.
4.7	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.
4.8	Termination Agreement effective December 31, 2015 between the Company and Hawk Mountain Resources Ltd. and filed with the Commission on March 31, 2016.
4.9	Executive Employment Contract between the Company and Duane Poliquin dated effective January 1, 2016 and filed with the Commission on March 31, 2016.
4.10	Deloitte Letter to the Securities and Exchange Commission dated March 29, 2016 and filed with the Commission on March 31, 2016.
4.11	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.
4.12	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.
4.13	Amending agreement to the Executive Compensation Contract with Morgan Poliquin dated January 1, 2019.
4.14	Amending agreement to the Executive Compensation Contract with Duane Poliquin dated January 1, 2019.
4.15	Administrative Services Agreement between the Company and Almadex Minerals Ltd. (formerly 1154229 B.C. Ltd.) dated March 29, 2018.
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 Form 20-F Annual Report 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 - 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.

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

Dated: March 14, 2019		By /s/Morgan Poliquin
		Morgan Poliquin, CEO