UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer

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

of the Securities Exchange Act of 1934

 

For the month of March 2020

 

Commission File Number: 001-32702

 

Almaden Minerals Ltd.

(Translation of registrant's name into English)

 

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

(Address of principal executive offices)

 

 

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

 

  Form 20-F
     
  Form 40-F

 

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

 

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

 

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

 

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

 

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

 

  Yes
     
  No

 

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

 

 

 

Signature

 

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

 

  Almaden Minerals Ltd.
Dated: March 26, 2020    
  By: 

 /s/Duane Poliquin                        
Duane Poliquin

Chairman

 

 

 

 

 

 

 

 

 

Exhibit Index

 

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

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Financial Statements of

 

 

Almaden Minerals Ltd.

 

For the years ended December 31, 2019, 2018 and 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Almaden Minerals Ltd.

December 31, 2019, 2018 and 2017

 

 

Table of contents

 

 

Independent Auditors’ Report     1  
         
Consolidated statements of financial position     2  
         
Consolidated statements of comprehensive loss     3  
         
Consolidated statements of cash flows     4  
         
Consolidated statements of changes in equity     5  
         
Notes to the consolidated financial statements     6-37  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

 

To the Shareholders and Directors of

Almaden Minerals Ltd.

 

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated statements of financial position of Almaden Minerals Ltd. (the “Company”), as of December 31, 2019 and 2018, and the related consolidated statements of comprehensive loss, cash flows, and changes in equity for the years ended December 31, 2019, 2018, and 2017, and the related notes and schedules (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years ended December 31, 2019, 2018, and 2017 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

Basis for Opinion

 

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

 

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

 

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

 

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

 

 

“DAVIDSON & COMPANY LLP”

 

 

Vancouver, Canada   Chartered Professional Accountants

 

March 26, 2020

 

 

 

 

 

 

 

 

Almaden Minerals Ltd.

Consolidated statements of financial position

(Expressed in Canadian dollars)

 

 

    December 31,
2019
    December 31,
2018
 
    $     $  
ASSETS                
Current assets                
Cash and cash equivalents (Note 12)     912,214       5,080,580  
Gold in trust (Note 8)     1,576,366       -  
Accounts receivable and prepaid expenses (Note 4)     160,717       404,416  
      2,649,297       5,484,996  
                 
Non-current assets                
Right-of-use assets (Note 5)     273,222       -  
Property, plant and equipment (Note 6)     14,168,326       13,764,928  
Exploration and evaluation assets (Note 7)     56,973,010       54,678,470  
      71,414,558       68,443,398  
TOTAL ASSETS     74,063,855       73,928,394  
                 
LIABILITIES                
Current liabilities                
Trade and other payables (Note 10 (b))     778,841       1,128,407  
Current portion of lease liabilities (Note 5)     121,948       -  
      900,789       1,128,407  
                 
Non-current liabilities                
Long-term portion of lease liabilities (Note 5)     170,731       -  
Gold loan payable (Note 8)     2,541,338       -  
Derivative financial liabilities (Note 8)     430,965       -  
Deferred income tax liability (Note 13)     1,434,882       1,434,882  
      4,577,916       1,434,882  
Total liabilities     5,478,705       2,563,289  
                 
EQUITY                
Share capital (Note 9)     127,022,366       127,022,366  
Reserves (Note 9)     17,689,952       16,706,832  
Deficit     (76,127,168 )     (72,364,093 )
Total equity     68,585,150       71,365,105  
TOTAL EQUITY AND LIABILITIES     74,063,855       73,928,394  

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 26, 2020.

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,  
    2019     2018     2017  
Expenses     $       $       $  
Professional fees     691,628       602,402       567,877  
Salaries and benefits (Note 10(a))     1,614,992       1,858,788       1,480,745  
Travel and promotion     262,094       275,921       294,413  
Depreciation (Note 6)     24,199       28,277       28,274  
Office and license (Note 10(b))     93,252       139,545       159,024  
Rent (Note 10(b))     -       171,873       153,339  
Amortization of right-of-use assets (Note 5)     121,432       -       -  
Occupancy expenses (Note 5)     39,561       -       -  
Interest expense on lease liabilities (Note 5)     32,305       -       -  
Arrangement fee on gold loan payable (Note 8)     50,000       -       -  
Interest, accretion and standby fees on gold loan payable (Note 8)     216,918       -       -  
Listing and filing fees     225,432       179,247       197,994  
Insurance     66,096       66,942       55,007  
Directors’ fees (Note 10(a))     70,000       70,000       70,000  
Share-based payments (Note 9(d) and 10(a))     933,120       1,308,740       2,693,070  
      4,441,029       4,701,735       5,699,743  
                         
Other income (loss)                        
Administrative services fees (Note 10(b))     959,413       785,917       499,798  
Interest income     41,650       164,435       154,943  
Loss on sale of property, plant and equipment     -       -       (1,760 )
Finance fees     (204,231 )     -       -  
Impairment of exploration and evaluation assets (Note 7)     (501,620 )     -       -  
Unrealized loss on derivative financial liabilities (Note 8)     (66,631 )     -       -  
Unrealized gain on gold in trust (Note 8)     236,217       -       -  
Unrealized foreign exchange on gold loan payable (Note 8)     102,104       -       -  
Unrealized foreign exchange on gold in trust (Note 8)     (73,937 )     -       -  
Realized gain on sale of gold in trust (Note 8)     200,932       -       -  
Foreign exchange gain (loss)     (15,943 )     239,716       (184,533 )
      677,954       1,190,068       468,448  
Loss before income taxes     (3,763,075 )     (3,511,667 )     (5,231,295 )
Deferred income tax recovery (Note 13)     -       -       -  
Net loss for the year     (3,763,075 )     (3,511,667 )     (5,231,295 )
                         
                         
Total comprehensive loss for the year     (3,763,075 )     (3,511,667 )     (5,231,295 )
                         
Basic and diluted net loss per share (Note 11)     (0.03 )     (0.03 )     (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,  
    2019     2018     2017  
    $     $     $  
Operating activities                        
Net loss for the year     (3,763,075 )     (3,511,667 )     (5,231,295 )
Items not affecting cash                        
Depreciation     24,199       28,277       28,274  
Impairment of exploration and evaluation assets     501,620       -       -  
Loss on disposal of property, plant and equipment     -       -       1,760  
Amortization of right-of-use assets     121,432       -       -  
Arrangement fee on gold loan payable     50,000       -       -  
Interest, accretion and standby fees on gold loan payable     216,918       -       -  
Unrealized loss on derivative financial liabilities     66,631       -       -  
Unrealized gain on gold in trust     (236,217 )     -       -  
Realized gain on sale of gold in trust     (200,932 )     -       -  
Unrealized foreign exchange on gold loan payable     (102,104 )     -       -  
Unrealized foreign exchange on gold in trust     73,937       -       -  
Share-based payments     933,120       1,308,740       2,693,070  
Changes in non-cash working capital components                        
Accounts receivable and prepaid expenses     243,699       (35,453 )     11,935  
Trade and other payables     178,447       290,182       (178,511 )
Net cash used in operating activities     (1,892,325 )     (1,919,921 )     (2,674,767 )
Investing activities                        
Deposit on mill equipment     -       (7,694,900 )     (3,642,826 )
Property, plant and equipment – purchase     (427,597 )     (802,804 )     (305,074 )
Exploration and evaluation assets – costs     (3,324,173 )     (9,674,048 )     (8,860,153 )
Net cash used in investing activities     (3,751,770 )     (18,171,752 )     (12,808,053 )
Financing activities                        
Issuance of shares, net of share issue costs     -       8,838,441       19,115,418  
Options exercised     -       16,560       1,105,290  
Share issuance cost on cashless exercise of options (Note 9(d))     -       (17,282 )     (203,232 )
Warrants and finders’ warrants exercised     -       -       2,029,872  
Net proceeds on gold in trust     1,577,704       -       -  
Repayment of lease liabilities     (101,975 )     -       -  
Net cash from financing activities     1,475,729       8,837,719       22,047,348  
                         
Change in cash and cash equivalents     (4,168,366 )     (11,253,954 )     6,564,528  
Cash and cash equivalents, beginning of year     5,080,580       16,334,534       9,770,006  
Cash and cash equivalents, end of year     912,214       5,080,580       16,334,534  

 

Supplemental cash and cash equivalents information (Note 12)

 

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, 2017     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  
Share-based payments     -       -       933,120       -       933,120       -       933,120  
Fair value of warrants issued for arrangement fee on gold loan payable     -       -       50,000       -       50,000       -       50,000  
Total comprehensive loss for the year     -       -       -       -       -       (3,763,075 )     (3,763,075 )
Balance, December 31, 2019     111,726,719       127,022,366       16,973,984       715,968       17,689,952       (76,127,168 )     68,585,150  

 

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, 2019, 2018 and 2017

Expressed in Canadian dollars

1. Nature of operations

 

Almaden Minerals Ltd. (the “Company” or “Almaden”) was formed by amalgamation under the laws of the Province of British Columbia, Canada on February 1, 2002. The Company is an exploration stage public company that is engaged directly in the exploration and development of exploration and evaluation 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.

 

2. Basis of presentation

 

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

 

These consolidated financial statements have been prepared in accordance and compliance with IFRS 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 except for the revaluation of certain financial assets and financial liabilities at fair value through profit or loss. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

 

These consolidated financial statements, including comparatives, have been prepared on the basis of IFRS standards that are effective as at December 31, 2019.

 

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.

 

6

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

Expressed in Canadian dollars

2. Basis of presentation (Continued)

 

(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.

 

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

 

o The analysis of the functional currency for each entity of the Company determined by conducting an analysis of the consideration factors identified in IAS 21, “The Effect of Changes in Foreign Exchange Rates”. In concluding that the Canadian dollar is the functional currency of the parent and its subsidiary companies, management considered the currency that mainly influences the cost of providing goods and services in each jurisdiction in which the Company operates. As no single currency was clearly dominant, the Company also considered secondary indicators including the currency in which funds from financing activities are denominated and the currency in which funds are retained; and
o The determination that the carrying amount of the Tuligtic Project will be recovered through use rather than sale (Notes 7 and 13).

 

Estimates

 

o The recoverability of accounts receivable which is included in the consolidated statements of financial position;
o The estimated useful lives of property, plant and equipment which are included in the consolidated statements of financial position and the related depreciation included in profit or loss;
o The recoverability of the value of the exploration and evaluation assets which is recorded in the consolidated statements of financial position (Note 3(f));
o The Company uses the Black-Scholes option pricing model to determine the fair value of options, warrants, and derivative financial liabilities in order to calculate share-based payments expense 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;

 

7

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

Expressed in Canadian dollars

2. Basis of presentation (Continued)

 

(d) Significant accounting judgments and estimates

 

o The provision for income taxes which is included in profit or loss and the composition of deferred income tax liability included in the consolidated statement of financial position and the evaluation of the recoverability of deferred tax assets based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions;
o The assessment of indications of impairment of each exploration and evaluation asset and property plant and equipment and related determination of the net realizable value and write-down of those assets where applicable (Note 3(f));
o The estimated incremental borrowing rate used to calculate the lease liabilities;
o The estimated fair value of gold in trust; and
o The estimated initial fair value of gold loan payable.

 

3. 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

 

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

 

8

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

Expressed in Canadian dollars

3. Significant accounting policies (Continued)

 

(c) Financial instruments (continued)

 

Financial liabilities comprise the Company’s trade and other payables. Financial liabilities are initially recognized on the date they are originated and are derecognized when the contractual obligations are discharged or cancelled or expire. Trade and other payables and lease obligations are recognized initially at fair value and subsequent are measured at amortized costs using the effective interest method, when materially different from the initial amount. Derivative financial liabilities are classified as FVTPL. Fair value is determined based on the present value of future cash flow, discounted at the market rate of interest.

 

(i) Impairment of financial assets

 

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

 

(ii) Embedded derivatives

 

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

 

(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:

 

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)

 

 

9

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

Expressed in Canadian dollars

3. 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.

 

10

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

Expressed in Canadian dollars

3. Significant accounting policies (Continued)

 

(f) Exploration and evaluation assets (Continued)

 

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

 

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

 

(g) Impairment of property, plant and equipment

 

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

 

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

 

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

 

(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.

 

11

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

Expressed in Canadian dollars

3. Significant accounting policies (Continued)

 

(h) Income taxes (Continued)

 

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

 

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

 

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

 

(i) Share-based payments

 

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

 

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

 

12

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

Expressed in Canadian dollars

3. Significant accounting policies (Continued)

 

(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.

 

(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 11).

 

13

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

Expressed in Canadian dollars

3. Significant accounting policies (Continued)

 

(m) Application of new and revised accounting standards effective January 1, 2019

 

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, 2019:

 

IFRS 16 Leases

 

Effective January 1, 2019, the Company adopted IFRS 16 which superseded IAS 17. The most significant effect of the new lease standard is the lessee’s recognition of the initial present value of unavoidable future lease payments as right-of-use (“ROU”) assets and lease liabilities on the statement of financial position, including those for most leases that would have previously been accounted for as operating leases under IAS 17. Both leases with durations of 12 months or less and leases for low-value assets may be exempted.

 

The Company has office leases for its headquarter in Vancouver, British Columbia. In accordance with the modified retrospective approach, ROU assets of $394,654 and lease liabilities of $394,654 were recognized upon initial adoption of IFRS 16 on January 1, 2019. As a transitional practical expedient permitted by IFRS 16 as at January 1, 2019, only contracts that were previously identified as leases applying IAS 17 and IFRIC 4, Determining Whether an Arrangement Contains a Lease, were assessed as part of the transition to the new standard. Only contracts entered into (or modified) after January 1, 2019 have been assessed for being, or containing, leases applying the criteria of the new standard.

 

The application of IFRS 16 requires the Company to make judgments that affect the valuation of the lease liabilities and the valuation of ROU assets. These include: determining contracts that are within the scope of IFRS 16; determining the contract term; and determining the interest rate used for the discounting of future cash flows.

 

The ROU assets are recognized initially at the value of lease liabilities at recognition with any prepaid payments, initial direct costs and dismantling costs less any lease incentives received

 

The lease term determined by the Company comprises the non-cancellable period of lease contracts; the period covered by an option to extend the leases, if the Company is reasonably certain to exercise that option; and the periods covered by an option to terminate the lease, if the Company is reasonably certain not to exercise that option. The amortization rate of ROU assets is based on the shorter of the useful life of the underlying asset or the lease term determined. The present value of the lease payment is determined using the discount rate representing the weighted average incremental borrowing rate the Company could secure. There are no restrictions or covenants imposed by the Company’s leases.

 

14

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

Expressed in Canadian dollars

4. Accounts receivable and prepaid expenses

 

Accounts receivable and prepaid expenses consist of the following:

 

    December 31,     December 31,  
    2019     2018  
Accounts receivable (Note 10(b))   $ 100,209     $ 300,700  
Prepaid expenses     60,508       103,716  
    $ 160,717     $ 404,416  

 

At December 31, 2019, the Company has recorded value added taxes of $276,407 (2018 - $444,994) included in exploration and evaluation assets, as the value added tax relates to certain projects and is expected to be recovered when the assets are sold (Note 7).

 

5. Right-of-use assets and lease liabilities

 

The Company has lease agreements for its headquarter office space in Vancouver, B.C. Upon transition to IFRS 16, the Company recognized $394,654 of ROU assets and $394,654 of lease liabilities.

 

The lease liability at January 1, 2019 can be reconciled to the operating lease obligations as of December 31, 2018 as follows:

 

Operating lease obligations as of December 31, 2018   $ 613,764  
Discounting using the January 1, 2019 incremental borrowing rate (1)     (84,579 )
Operating lease obligations as of January 1, 2019     529,185  
Less: Non-lease components     (134,531 )
Lease liabilities recognized as of January 1, 2019   $ 394,654  

 

(1) The lease liabilities were discounted using an incremental borrowing rate as at January 1, 2019 of 9.5% per annum.

 

The continuity of lease labilities for the year ended December 31, 2019 is as follows:

 

    Lease Liabilities  
January 1, 2019   $ 394,654  
Less: lease payments     (134,280 )
Interest expense     32,305  
      292,679  
Less: current portion of lease liabilities     (121,948 )
Long-term portion of lease liabilities – December 31, 2019   $ 170,731  

 

15

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

Expressed in Canadian dollars

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

 

The continuity of ROU assets for the year ended December 31, 2019 is as follows:

 

    ROU assets  
January 1, 2019   $ 394,654  
Less: amortization of ROU assets     (121,432 )
December 31, 2019   $ 273,222  

 

During the year ended December 31, 2019, the Company recognized occupancy expenses of $39,561.

 

As at December 31, 2019, the remaining payments for operating lease are due as follows:

 

    2020     2021     2022     2023     2024     Total  
Office lease   $ 191,512     $ 192,336     $ 48,084       -       -     $ 431,932  

 

6. Property, plant and equipment

 

    Furniture and fixtures and other     Computer hardware     Computer software     Geological library     Field equipment     Mill equipment     Total  
    $     $     $     $     $     $     $  
Cost                                          
December 31, 2018     158,219       248,896       196,767       51,760       245,647       13,673,883       14,575,172  
Additions     -       2,450       584       -       -       424,563       427,597  
December 31, 2019     158,219       251,346       197,351       51,760       245,647       14,098,446       15,002,769  
                                                         
Accumulated depreciation                                                        
December 31, 2018     138,928       223,878       172,300       49,845       225,293       -       810,244  
Depreciation     4,613       7,719       7,413       383       4,071       -       24,199  
December 31, 2019     143,541       231,597       179,713       50,228       229,364       -       834,443  
                                                         
Carrying amounts                                                        
December 31, 2018     19,291       25,018       24,467       1,915       20,354       13,673,883       13,764,928  
December 31, 2019     14,678       19,749       17,638       1,532       16,283       14,098,446       14,168,326  

 

16

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

Expressed in Canadian dollars

6. Property, plant and equipment (Continued)

 

    Furniture and fixtures and other     Computer hardware     Computer software     Geological library     Field equipment     Mill equipment     Total  
    $     $     $     $     $     $     $  
Cost                                          
December 31, 2017     264,133       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     268,259       248,896       196,767       51,760       245,647       13,673,883       14,685,212  
                                                         
Accumulated depreciation                                                        
December 31, 2017     244,524       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     248,968       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 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 USD$250,000 ($326,000) to extend the mill storage in Alaska, USA until October 31, 2019. An additional extension to October 31, 2020 was granted by paying a further USD$250,000 ($324,700) of which was accrued in accounts payable at December 31, 2019. The Company paid the extension fee of USD$50,000 ($64,940) on January 31, 2020 with the remaining due on June 30, 2020.

 

During the year ended December 31, 2019, an additional mill mobilization payment of USD$75,000 ($99,863) (2018 - USD$352,200 ($463,777)) were made and recorded in mill equipment under property, plant and equipment.

 

17

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

Expressed in Canadian dollars

7. Exploration and evaluation assets

 

    Tuligtic     Other Property     Total  
Exploration and evaluation assets   $     $     $  
Acquisition costs:                        
Opening balance - (December 31, 2018)     9,159,951       1       9,159,952  
Additions     300,323       -       300,323  
Closing balance - (December 31, 2019)     9,460,274       1       9,460,275  
Deferred exploration costs:                        
Opening balance - (December 31, 2018)     45,518,518       -       45,518,518  
Costs incurred during the year                        
Drilling and related costs     9,948       -       9,948  
Professional/technical fees     74,921       -       74,921  
Claim maintenance/lease costs     165,420       -       165,420  
Geochemical, metallurgy     150,881       -       150,881  
Technical studies     807,270       -       807,270  
Travel and accommodation     470,815       -       470,815  
Geology, geophysics and exploration     233,067       -       233,067  
Supplies and miscellaneous     112,492       -       112,492  
Environmental and permit     262,538       -       262,538  
Value-added tax (Note 4)     276,407               276,407  
Refund - Value-added tax     (67,922 )     -       (67,922 )
Impairment of deferred exploration costs     (501,620 )     -       (501,620 )
Total deferred exploration costs during the year     1,994,217       -       1,994,217  
Closing balance - (December 31, 2019)     47,512,735       -       47,512,735  
Total exploration and evaluation assets     56,973,009       1       56,973,010  

 

Impairment of deferred exploration costs relates to mineral concession taxes paid on portions of certain mineral concessions dropped on the Tuligtic property.

 

18

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

Expressed in Canadian dollars

7. Exploration and evaluation assets (Continued)

 

    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 year                        
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 miscellaneous     168,725       -       168,725  
Environmental and permit     161,671       -       161,671  
Value-added tax (Note 4)     444,994       -       444,994  
Total deferred exploration costs during the year     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  

 

Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral claims. The Company has investigated title to all of its exploration and evaluation assets and, to the best of its knowledge, title to all of its interests are in good standing.

 

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

 

(a) Tuligtic

 

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

 

19

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

Expressed in Canadian dollars

7. Exploration and evaluation assets (Continued)

 

(a) Tuligtic (continued)

 

In 2015, legal proceedings against the Mexican mining authorities regarding certain mining concessions held by the Company were initiated by the Ejido Tecoltemi. These mining concessions covered approximately 14,000 Ha, including the Company’s project in the Ixtaca Zone and certain endowed lands of the Ejido (the “Ejido Land”), which comprise approximately 330 Ha (the “Original Concessions”).

 

In 2015, Almaden commenced a process to voluntarily cancel approximately 7,000 Ha of its Original Concessions, including the area covering the Ejido Lands. Almaden divided the Original Concessions into nine smaller concessions, which included two smaller mining concessions which overlapped the Ejido Lands (the “Overlapping Concessions”) and then voluntarily cancelled the Overlapping Concessions. The applicable Mexican mining authorities issued the New Concessions and accepted the abandonment of the Overlapping Concessions in May and June of 2017 after the issuance of a Court Order.

 

In 2017, the Ejido Tecoltemi filed a legal complaint about the court order leading to the New Concessions. On February 1, 2018, the court reviewing the complaint ruled the Ejido’s complaint was founded, and sent the ruling to the court hearing the Amparo. On December 21, 2018, the General Directorate of Mines issued a resolution that the New Concessions are left without effect, and the Original Concessions are in full force and effect. On February 13, 2019, the General Directorate of Mines delivered, to the court hearing the Amparo, mining certificates stating that the Original Concessions are valid, and the New Concessions are cancelled. On December 16, 2019 the General Directorate of Mines issued mineral title certificates directly to Almaden that the Original Concessions are active and owned by Minera Gorrión and the New Concessions are left without effect. Currently, applicable Mexican mining authority records show the Original Concessions as Almaden’s sole mineral claims to the Ixtaca Project.

 

On January 21, 2020, Almaden filed an administrative challenge against the Mexican mining authorities’ issuance of the December 2019 Certificates. Almaden’s appeals to this change in mineral tenure are based on Mexican legal advice that the New Concessions remain in full force and effect. Almaden continues to file taxes and assessment reports on the New Concessions, which have been accepted by the Mexican mining authorities, and Almaden has not received any notifications from the Mexican mining authorities regarding unpaid taxes on the Original Concessions.

 

(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.

 

8. Gold loan payable and gold in trust

 

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

 

20

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

Expressed in Canadian dollars

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

 

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

 

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

 

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

 

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

 

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

 

The Gold Loan was recorded at fair value at inception and is subsequently measured at amortized cost using the effective interest method, recognizing interest expense on an effective yield basis.

 

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

 

21

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

Expressed in Canadian dollars

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

 

At inception, the following assumptions were used: expected life of five years, risk-free interest rate of 1.57% and expected volatility of 11.06%. The fair value of the embedded derivative for the year ended December 31, 2019 increased by $66,631 based on the following assumptions used in the Black-Scholes option-pricing model: expected life of 4.25 years, risk-free interest rate of 1.65% and expected volatility of 12.50%.

 

       
Gold loan payable, May 14, 2019   $ 2,790,858  
Less derivative financial liabilities on initial recognition     (378,324 )
Accrued interest expense     39,760  
Accrued standby fees     13,527  
Accretion expense     158,495  
Expenses     5,136  
Foreign exchange difference     (88,114 )
Gold loan payable, December 31, 2019   $ 2,541,338  
         
Derivative financial liabilities, May 14, 2019   $ 378,324  
Change in fair value through profit & loss     66,631  
Foreign exchange difference     (13,990 )
Derivative financial liabilities, December 31, 2019   $ 430,965  

 

As at December 31, 2019, Almaden has 797 ounces of gold bullion on its account at a fair value of $1,576,366.

 

On September 27, 2019, the Company received $800,000 on the sale of 400 ounces of gold in trust and has recorded a gain on sale of gold in trust of $112,704.

 

On November 21, 2019, the Company received $777,704 on the sale of 400 ounces of gold in trust and has recorded a gain on sale of gold in trust of $88,228.

 

    Ounces        
Gold in trust, May 14, 2019     1,597     $ 2,790,858  
Sale of gold in trust     (800 )     (1,577,704 )
Gain on sale     -       200,932  
Change in fair value through profit & loss     -       236,217  
Foreign exchange difference     -       (73,937 )
Gold in trust, December 31, 2019     797     $ 1,576,366  

 

22

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

Expressed in Canadian dollars

9. Share capital and reserves

 

(a) Authorized share capital

 

At December 31, 2019, 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 placements and other issues of common shares in 2019, 2018 and 2017

 

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.

 

23

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

Expressed in Canadian dollars

9. Share capital and reserves (Continued)

 

(c) Warrants

 

The continuity of warrants for the years ended December 31, 2019, 2018 and 2017 are as follows:

 

    Exercise     December 31,                       December 31,  
Expiry date   price     2018     Issued     Exercised     Expired     2019  
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  
May 14, 2024   $ 1.50       -       500,000       -       -       500,000  
Warrants outstanding and exercisable             11,407,199       500,000       -       (1,565,849 )     10,341,350  
Weighted average exercise price           $ 1.91     $ 1.50       -     $ 2.00     $ 1.88  

  

The weighted average remaining life of warrants outstanding at December 31, 2019 was 1.53 years (2018 – 2.14 years).

  

    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).

 

24

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

Expressed in Canadian dollars

9. Share capital and reserves (Continued)

 

(c) Warrants (continued)

 

    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  

 

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

 

The weighted average fair value of finders’ warrants granted during the years ended December 31, 2019, 2018 and 2017 calculated using the Black-Scholes option-pricing 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
500,000   May 14, 2019   $ 0.10   1.54%   5   44.25%   $Nil
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

 

(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, 2019, the Company had reserved 1,165,672 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, 2019, 2018 and 2017 vested on the grant date.

 

25

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

Expressed in Canadian dollars

9. Share capital and reserves (Continued)

 

(d) Share purchase option compensation plan (continued)

 

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, 2019, 2018 and 2017 are as follows:

 

Expiry date   Exercise
price
    December 31,
2018
    Granted     Exercised     Expired     December 31,
2019
 
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       1,095,000       -       -       -       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  
February 7, 2021   $ 0.84       -       425,000       -       -       425,000  
March 29, 2021   $ 1.08       400,000       -       -       -       400,000  
March 29, 2021   $ 0.90       -       100,000       -       -       100,000  
May 6, 2021   $ 0.69       -       557,000       -       -       557,000  
July 7, 2021   $ 0.80       -       1,612,000       -       -       1,612,000  
August 13, 2021   $ 1.01       -       150,000       -       -       150,000  
September 16, 2021   $ 0.90       -       1,160,000       -       -       1,160,000  
December 12, 2021   $ 1.00       200,000       -       -       -       200,000  
Options outstanding and exercisable             9,707,000       4,004,000       -       (3,704,000 )     10,007,000  
Weighted average exercise price           $ 1.19     $ 0.83       -     $ 1.38     $ 0.97  

 

The weighted average remaining life of stock options outstanding at December 31, 2019 was 1.02 years (2018 – 1.24 years).

 

26

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

Expressed in Canadian dollars

9. 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.

 

27

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

Expressed in Canadian dollars

9. 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.

 

28

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

Expressed in Canadian dollars

9. 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).

 

The weighted average fair value of options granted during the years ended December 31, 2019, 2018 and 2017, calculated using the Black-Scholes option-pricing 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
1,160,000   September 16, 2019   $0.29   1.60%   2   50.73%   $Nil
150,000   August 13, 2019   $0.28   1.35%   2   50.20%   $Nil
1,612,000   July 4, 2019   $0.19   1.58%   2   45.82%   $Nil
557,000   May 6, 2019   $0.17   1.59%   2   45.42%   $Nil
100,000   March 1, 2019   $0.22   1.68%   2   50.79%   $Nil
425,000   January 3, 2019   $0.31   1.91%   2   50.28%   $Nil
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

 

Total share-based payments expenses as a result of options granted and vested during the year ended December 31, 2019 was $933,120 (2018 - $1,308,740; 2017 - $2,693,070).

 

29

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

Expressed in Canadian dollars

10. Related party transactions and balances

 

(a) Compensation of key management personnel

 

Key management includes members of the Board, the Chairman, the President and Chief Executive Officer, the Chief Financial Officer, the Vice President, Corporate Development, the Vice President Operations & Projects, and the Vice President, Project Development. The net aggregate compensation paid or payable to key management for services after recovery from Azucar Minerals Ltd. and Almadex Minerals Ltd. (Note 10 (b)) is as follows:

 

    December 31,     December 31,     December 31,  
    2019     2018     2017  
                   
Salaries and benefits   $ 681,291     $ 952,079     $ 813,400  
Share-based payments     768,020       1,090,540       2,216,170  
Directors’ fees     70,000       70,000       70,000  
    $ 1,519,311     $ 2,112,619     $ 3,099,570  

 

(b) Administrative Services Agreements

 

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 an administrative services agreement between the Company and Almadex.

 

During the year ended December 31, 2019, the Company received $639,320 (2018 - $542,657; 2017 - $499,798) from Azucar for administrative services fees included in other income and received $320,093 (2018 – $243,260; 2017 - $Nil) from Almadex for administrative services fees included in other income.

 

At December 31, 2019, included in accounts receivable is $61,873 (2018 - $170,181) due from Azucar and $34,296 (2018 - $116,268) due from Almadex in relation to expenses recoveries.

 

At December 31, 2019, the Company accrued $133,498 (2018 - $37,533) payable to Almadex for drilling equipment rental services in Mexico.

 

(c) Other related party transactions

 

During the year ended December 31, 2019, the Company employed the Chairman’s daughter for a salary of $48,800 less statutory deductions (2018 - $48,800; 2017 - $43,800) for marketing and administrative services provided to the Company.

 

30

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

Expressed in Canadian dollars

11. 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, 2019 was based on the loss attributable to common shareholders of $3,763,075 (2018 - $3,511,667; 2017 - $5,231,295) and a weighted average number of common shares outstanding of 111,726,719 (2018 - 107,584,263; 2017 - 95,873,417).

 

The calculation of diluted net loss per share for the year ended December 31, 2019, 2018 and 2017 did not include the effect of stock options and warrants, as they were considered to be anti-dilutive.

 

12. Supplemental cash flow information

 

Supplemental information regarding non-cash transactions is as follows:

 

Investing and financing activities   December 31,
2019
    December 31,
2018
    December 31,
2017
 
                   
Exploration and evaluation assets expenditures included in trade and other payables   $ 166,154     $ 694,167     $ 493,943  
Right-of-use assets     (394,654 )     -       -  
Gold in trust     (2,790,858 )     -       -  
Gold loan payable     2,412,534       -       -  
Derivative financial liabilities     378,324       -       -  
Lease liabilities     394,654       -       -  
Fair value of finders’ warrants     -       36,566       180,691  
Fair value of finders’ warrants transferred to share capital on exercise of finders’ warrants     -       -       12,797  
Fair value of cash stock options transferred to share capital on exercise of options     -       6,670       496,859  
Fair value of cashless stock options transferred to share capital on exercise of options     -       160,080       387,930  
                         

 

31

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

Expressed in Canadian dollars

12. Supplemental cash flow information (Continued)

 

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

 

    December 31,
2019
    December 31,
2018
 
             
Cash   $ 912,214     $ 2,580,580  
Term Deposits     -       2,500,000  
    $ 912,214     $ 5,080,580  

 

13. 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, 2019     December 31,
2018
    December 31, 2017  
Loss before income taxes   $ (3,763,075 )   $ (3,511,667 )   $ (5,231,295 )
Statutory rate     27.00 %     27.00 %     26.00 %
                         
Expected income tax     (1,016,030 )     (948,150 )     (1,360,137 )
Effect of different tax rates in foreign jurisdictions     (23,478 )     (38,010 )     9,728  
Non-deductible share-based payments     251,942       353,360       700,198  
Other permanent items     10,121       2,766       3,360  
Change in deferred tax assets not recognized     50,106       151,738       1,921,226  
Impact of change in tax rates     -       -       (348,020 )
Share issuance costs     (2,638 )     (172,294 )     (399,602 )
True-ups and other     729,977       650,590       (526,753 )
Deferred income tax (recovery) expenses   $ -     $ -     $ -  

 

(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.

 

32

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

Expressed in Canadian dollars

13. Income Taxes (Continued)

 

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

 

    December 31, 2019     December 31, 2018  
             
Deferred tax assets                
Non-capital losses   $ 4,132,896     $ 4,282,555  
                 
Deferred tax liabilities                
Exploration and evaluation assets     (5,567,778 )     (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, 2019     December 31, 2018  
             
Non-capital loss carry forwards   $ 20,101,127     $ 18,758,080  
Capital loss carry forwards     23,352,906       24,538,993  
Exploration and evaluation assets     8,188,922       8,221,842  
Share issue costs     1,035,649       1,554,264  
Property, plant and equipment     493,445       483,609  
Donations     10,000       -  
Investment tax credit     239,849       239,849  
    $ 53,421,898     $ 53,796,637  

 

At December 31, 2019, the Company had operating loss carry forwards available for tax purposes in Canada of $19,498,082 (2018 - $17,858,501) which expire between 2032 and 2039 and in Mexico of $14,383,103 (2018 - $15,173,872) which expire between 2022 and 2029.

 

33

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

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.

 

Except for derivative financial liabilities, the Company does not carry any financial instruments at FVTPL.

 

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

 

(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, 2019, 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   $ 151,844     $ 97,257  
Gold in trust     1,576,366       -  
Total assets   $ 1,728,210     $ 97,257  
                 
Trade and other payables   $ 341,170     $ 141,692  
Gold loan payable     2,541,338       -  
Derivatives financial liabilities     430,965       -  
Total liabilities   $ 3,313,473     $ 141,692  
                 
Net assets   $ (1,585,263 )   $ (44,435 )

 

A 10% change in the US dollar exchange rate relative to the Canadian dollar would change the Company’s net loss by $159,000.

 

A 10% change in the Mexican peso relative to the Canadian dollar would change the Company’s net loss by $4,000.

 

(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.

 

34

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

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, 2019, 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 debt bearing variable interest rate.

 

A 1% change in the interest rate would change the Company’s net loss by $9,000.

 

(e) Commodity and equity price risk

 

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

 

(f) Classification of financial instruments

 

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

 

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

 

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

 

35

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

Expressed in Canadian dollars

14. Financial instruments (Continued)

 

(f) Classification of financial instruments (Continued)

 

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

 

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

 

    Level 1     Level 2     Level 3     Total  
      $       $       $       $  
Derivative financial liabilities     -       430,965       -       430,965  

 

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,
2019
    December 31, 2018  
Canada   $ 339,364     $ 86,372  
United States     14,098,446       13,673,883  
Mexico     56,976,748       54,683,143  
    $ 71,414,558     $ 68,443,398  

 

36

Almaden Minerals Ltd.

Notes to the consolidated financial statements

For the years ended December 31, 2019, 2018 and 2017

Expressed in Canadian dollars

17. Subsequent events

 

(a) On January 30, 2020 and February 14, 2020, the Company entered into two amended option agreements to secure land holdings on the Tuligtic project. The Company has the option to acquire a 100% ownership of two land holdings for total cash payments of USD$675,000 and $4,000,000 Mexico pesos (MXN) payable over two years respectively. Payments are not refundable upon termination of the option agreement.

 

(b) On March 4, 2020, the Company granted certain employees, officers, directors and consultants an aggregate of 1,130,000 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 $0.47 per share until March 4, 2022.

 

(c) On March 10, 2020, the Company announced a proposed non-brokered private placement of 4,900,000 common shares units at a price of $0.41 per unit for gross proceeds of $2,009,000. Each unit would consist of one common share and one non-transferable common stock warrant. Each warrant will entitle the holder to purchase one common share of the Company at a price of $0.65 per share for 3 years following the closing of the placement. Subsequently, on March 19, 2020, the Company announced a re-pricing of the proposed non-brokered private placement to amend terms of the offering as follows:

 

The purchase price of the Units of the Offering has been reduced from $0.41 to $0.37 per Unit.
The exercise price of each share purchase Warrant has been reduced from $0.65 to $0.50.
The size of the Offering has been increased from up to 4,900,000 Units to up to 5,400,000 Units, which may be increased.

 

All other material terms of the previously announced Offering remain the same. Closing of the placement is anticipated to be on or about March 27, 2020 and is subject to market conditions and receipt of applicable regulatory approvals.

 

(d) In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds.

 

 

 

 

 

 

 

 

 

 

 

 

 

37

 

 

 

 

Exhibit 99.2

 

ALMADEN MINERALS LTD.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

December 31, 2019

 

INTRODUCTION

 

This Management’s Discussion and Analysis (“MD&A”) for Almaden Minerals Ltd. (“Almaden” or the “Company”) has been prepared based on information known to management as of March 26, 2020. This MD&A is intended to help the reader understand, and should be read in conjunction with, the audited annual consolidated financial statements of Almaden for the financial year ended December 31, 2019 and supporting notes. The financial statements have been prepared in accordance and compliance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

 

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

 

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

 

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

 

FORWARD LOOKING STATEMENTS

 

This MD&A contains “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking statements”). These forward-looking statements are made as of the date of this document and the Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required by law. Forward looking statements include, but are not limited to, the feasibility of the Ixtaca project; our forecasts and expected cash flows; our projected capital and operating costs; our expectations regarding mining and metallurgical recoveries; mine life and production rates; disclosure regarding the permitting review process for the Ixtaca project; the outcome of legal actions in Mexico including the outcome of the Amparo (as defined below) proceedings; the outcome of the challenge by the Company to the applicable Mexican authorities’ currently position that the Original Concessions (as defined below) are active and owned by Almaden and the New Concessions (as defined below) are left without effect; the outcome of the Company’s formal request for SEMARNAT to reinstate its review of the MIA (as defined below), the Company’s belief that Ixtaca will, long after final closure, make meaningful and enduring positive contributions to surrounding communities and beyond, the Company’s expectation that the project would employ over 400 people over an 11-year mine life and would also provide updated infrastructure to the region, the impact of the project's proposed dry-stack tailing facilities, the Company’s belief that the Ixtaca deposit can be an economically robust project that could provide the basis for further investment in the area. In certain cases, in preparing the forward looking statements in this MD&A, the Company has applied several material assumptions, including, but not limited to with respect to: the Government of Mexico continuing to take the same positions with respect to mineral tenure in any appeal as it did before the Puebla lower court; both Almaden’s and the applicable Mexican authorities’ legal positions; the permitting and legal regimes in Mexico; economic and political conditions; success of exploration, development and environmental protection and remediation activities; stability and predictability in Mexico’s mineral tenure, mining, environmental and agrarian laws and regulations, as well as their application and judicial decisions thereon; continued respect for the rule of law in Mexico; prices for gold, silver and base metals remaining as estimated; currency exchange rates remaining as estimated; availability of funds; capital, decommissioning and reclamation estimates; mineral reserve and resource estimates; prices for energy inputs, labour, materials, supplies and services (including transportation); no labour-related disruptions; all necessary permits, licenses and regulatory approvals being received in a timely manner; the ability to secure and maintain title and ownership to properties and the surface rights necessary for operations; community support in the Ixtaca project; and the ability to comply with environmental, health and safety laws. Forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements. Such risks and other factors include, among others, risks related to; political risk in Mexico, crime and violence in Mexico; corruption; environmental risks, including environmental matters under Mexican rules and regulations; impact of environmental impact assessment requirements on the Company’s planned exploration and development activities on the Ixtaca project; certainty of mineral title and the outcome of litigation; community relations; governmental regulations and the ability to obtain necessary licences and permits; risks related to mineral properties being subject to prior unregistered agreements, transfers or claims and other defects in title; changes in environmental laws and regulations and changes in the application of standards pursuant to existing laws and regulations which may increase costs of doing business and restrict operations; as well as those factors discussed the section entitled "Risk Factors" in Almaden's Annual Information Form and Almaden's latest Form 20-F on file with the United States Securities and Exchange Commission in Washington, D.C. Although the Company has attempted to identify important factors that could affect the Company and may cause actual actions, events or results to differ materially from those described in forward looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. 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. Accordingly, readers should not place undue reliance on forward looking statements.

 

1

 

 

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

 

The United States Securities and Exchange Commission (the “SEC”) permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. Almaden uses certain terms such as “measured”, “indicated”, “inferred”, and “mineral resources,” which the SEC guidelines strictly prohibit U.S. registered companies from including in their filings with the SEC.

 

ADDITIONAL INFORMATION

 

The Company’s financial statements, MD&A and additional information relevant to the Company, including the Company’s Form 20-F for the year ended December 31, 2019 which is filed as an Annual Information Form, can be found on SEDAR at www.sedar.com, on the EDGAR section of the SEC’s website at www.sec.gov, and/or on the Company’s website at www.almadenminerals.com.

 

QUARTERLY HIGHLIGHTS

 

Subsequent to the end of the quarter, on February 27, 2020, the Company clarified the status of Almaden’s Ixtaca project mineral claims and the Amparo. Please refer below under the heading “Risks and Uncertainties” for additional information.

 

During the quarter ended December 31, 2019, the Company continued in its efforts to advance its 100% owned Ixtaca gold/silver project toward production, which efforts were primarily focused on advancing the environmental permitting application for the Ixtaca project and engaging in discussions with potential funding partners for development.

 

During the quarter, as announced on October 29, 2019, SEMARNAT, Mexico’s environmental authority, advised Almaden that the permitting process for the Ixtaca project had been suspended pending resolution of the mineral title lawsuit reported by the Company on September 10 and April 15, 2019 (the “Mineral Title Lawsuit”). Almaden is exploring measures it can take to resolve this suspension; however, at present there is no definitive schedule for the resumption of the review. More information on the Mineral Title Lawsuit is provided below under the section titled “Risks and Uncertainties”.

 

2

 

Finally, as announced on May 14, 2019, Almaden has entered into a secured gold loan agreement (“Gold Loan”) with Almadex Minerals Ltd. (“Almadex”) pursuant to which Almadex agreed to loan up to 1,597 ounces of gold to Almaden. This Gold Loan provides Almaden with a non-dilutive means to continue advancing Ixtaca through the permitting process. During the quarter, Almaden drew down 400 ounces under the Gold Loan. As at December 31, 2019, the Company has 797 ounces of gold bullion remaining on its account.

 

OVERALL PERFORMANCE

 

Overview

 

Company Mission and Focus

 

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

 

Qualified Person

 

Morgan Poliquin, P.Eng., a “Qualified Person” as defined in National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) and the President, Chief Executive Officer and a director of Almaden, has reviewed and approved the scientific and technical information in this MD&A. Much of the scientific and technical contents in this MD&A are derived from the feasibility study (“FS”). The independent Qualified Persons responsible for preparing the FS are set out below under the heading, “Qualified Persons, Sample Preparation, Analyses, Quality Control and Assurance”.

 

Description of Metal and Mining Market Factors and Conditions

 

During 2019, prices of precious metals continued to be quite volatile, with the gold price starting the year at about US$1280/ounce which approximated its year low and finishing the year at over US$1510/ounce. The price of silver was characteristically more volatile, starting the year at about US$15.50 before falling to a low of about US$14.30 in May and finishing the year at about US$17.90/ounce.

 

During the latter part of 2019, the prices of gold and silver began to firm up although not without sudden sharp moves both up and down. More significant price action really started after year end and continues at the time of writing with a general upward trend in the prices of both metals. Volatility is against a background of Central Banks lowering interest rates but with little room to lower them further. Countries around the world have accumulated massive debts even during good times and further stimulus from deficit spending seems far less effective than in the past. Consumers have accumulated a lot of debt because of low interest rates and the likelihood that more consumer spending can bail everything out appears low. The brutal fighting in Syria and the massive refugee exodus towards Europe along with civic unrest in many countries have shaken confidence in the ability of governments and international bodies to deal with crises.

 

Against this background, we now have the turmoil resulting from the progression of the COVID-19 Coronavirus pandemic crisis. It is impossible to say how far this may go, but the effects are already drastic. World trade is sharply down, oil prices are have collapsed and stock indexes are plunging. Situations where all these things are happening together are the classic reason for owning gold and silver as preservers of savings and value; nevertheless, even the values of precious metals and the securities of companies engaged in their exploration, development and production are not immune to the repercussions that have resulted from the crisis.

 

3

 

Because of difficult financial conditions around the world, mining exploration has suffered and much resource development (including Almaden’s) has been held up by opposition from local anti-development activists, with many supported by financing from wealthy groups and Non-Government Organizations (“NGO’s”) located primarily in developed nations in North America and Europe. In many cases this opposition is starting to be seen as unreasonable and against the interests of the local people as well as the countries themselves. Nevertheless, the demand and need for precious and other metals will continue to grow. The reserves of known deposits are being depleted and the need for replacement will grow. There are fewer advanced projects in the pipeline, and management anticipates that their value will come to be recognized by both investors and the jurisdictions where they occur.

 

Both the scarcity of funding for new discoveries and the difficulty in developing new resources are likely to limit the supply of metals to a growing and developing global population. The Company believes that in the long term, metal prices will be constructive for both exploration and development activities. The Company plans to continue advancing the Ixtaca project with the aim of developing it into one of the more attractive advanced and modern projects in the world.

 

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

 

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

 

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

 

Under NI 43-101, 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.

 

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

 

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

 

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

 

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

 

4

 

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

 

The terms “Mineral Reserve,” “Proven Mineral Reserve” and “Probable Mineral Reserve” are Canadian mining terms as defined in accordance with NI 43-101 and the CIM Standards. These definitions differ from the definitions in SEC Industry Guide 7 under the United States Securities Act of 1933, as amended. Under SEC Industry Guide 7, a reserve is defined as part of a mineral deposit which could be economically and legally extracted or produced at the time the reserve determination is made. Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves, and the primary environmental analysis or report must be filed with the appropriate governmental authority. In addition, the terms “Mineral Resource,” “Measured Mineral Resource,” “Indicated Mineral Resource” and “Inferred Mineral Resource” are defined in and required to be disclosed 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 any part or all of mineral deposits 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 Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of Feasibility Studies or Pre-Feasibility Studies, except in rare cases. Investors are cautioned not to assume that all or any part of an Inferred Mineral Resource exists or is economically or legally mineable. 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 MD&A or incorporated by reference herein contains descriptions of the Company’s mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under United States federal securities laws and the rules and regulations promulgated thereunder.

 

Ixtaca (Tuligtic) – Mexico

 

The following is a brief description of the principal mineral property owned by the Company. Additional information can be obtained from Almaden’s website at www.almadenminerals.com and in the FS, which is available under the Company’s SEDAR profile at www.sedar.com.

 

Location and Ownership

 

The Ixtaca project is 100% owned by the Company, subject to a 2% net smelter return (“NSR”) royalty held by Almadex Minerals Ltd. (“Almadex”). The Ixtaca project lies within the Trans Mexican Volcanic Belt about 120 kilometres southeast of the Pachuca gold/silver deposit, which has reported historic production of 1.4 billion ounces of silver and 7 million ounces of gold. The Tuligtic property, located in Puebla State, was acquired by staking in 2001 following prospecting work carried out by the Company in the area. Since that time, Almaden has had agreements to develop the property with three separate parties, all of whom relinquished all rights to the property and none of whom conducted work on the Ixtaca zone. The Ixtaca zone is located along a trend of shallowly eroded epithermal systems that Almaden has identified in eastern Mexico.

 

5

 

Recent Updates

 

Feasibility Study and Updated Resource Estimate

 

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

 

HIGHLIGHTS

 

(All values shown are in $US. Base case uses $1275/oz gold and $17/oz silver prices. Gold and silver equivalency calculations assume 75:1 ratio).

 

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

Feasibility Study Summary

 

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

 

6

 

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

 

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

 

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

 

Geology and Mineral Resource Estimate

 

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

 

7

 

Table 2- Summary of Ixtaca Mineral Resources

 

MEASURED RESOURCE
AuEq Cut-off Tonnes > Cut-off Grade>Cut-off Contained Metal x 1,000
(g/t) (tonnes) Au (g/t) Ag (g/t) AuEq (g/t) Au (ozs) Ag (ozs) AuEq (ozs)
0.30 43,380,000 0.62 36.27 1.14 862 50,590 1,591
0.50 32,530,000 0.75 44.27 1.39 788 46,300 1,454
0.70 25,080,000 0.88 51.71 1.63 711 41,700 1,312
1.00 17,870,000 1.06 61.69 1.95 608 35,440 1,118
INDICATED RESOURCE
AuEq Cut-off Tonnes > Cut-off Grade>Cut-off Contained Metal x 1,000
(g/t) (tonnes) Au (g/t) Ag (g/t) AuEq (g/t) Au (ozs) Ag (ozs) AuEq (ozs)
0.30 80,760,000 0.44 22.67 0.77 1,145 58,870 1,994
0.50 48,220,000 0.59 30.13 1.02 913 46,710 1,586
0.70 29,980,000 0.74 37.79 1.29 715 36,430 1,240
1.00 16,730,000 0.96 47.94 1.65 516 25,790 888
INFERRED RESOURCE
AuEq Cut-off Tonnes > Cut-off Grade>Cut-off Contained Metal x 1,000
(g/t) (tonnes) Au (g/t) Ag (g/t) AuEq (g/t) Au (ozs) Ag (ozs) AuEq (ozs)
0.30 40,410,000 0.32 16.83 0.56 412 21,870 726
0.50 16,920,000 0.44 25.43 0.80 237 13,830 436
0.70 7,760,000 0.57 33.80 1.06 142 8,430 264
1.00 3,040,000 0.79 43.64 1.42 77 4,270 139

 

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

 

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

 

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

 

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

 

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

 

8

 

Mine Plan

 

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

 

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

 

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

 

Processing

 

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

 

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

 

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

 

Table 3 Ore Sort Mill Feed grade improvement

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

 

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

 

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

 

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

 

9

 

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

 

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

 

Table 4 Average Life of Mine Process Recoveries from Mill Feed

 

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

 

Water and Waste Management

 

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

 

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

 

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

 

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

 

10

 

Mineral Reserve Estimate

 

Mineral Reserves in Table 5, have been developed by MMTS with an effective date of November 30, 2018, and are classified using the 2014 CIM Definition Standards. The Mineral Reserves are based on an engineered open pit mine plan.

 

Table 5 – Mineral Reserves

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

 

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

 

Legal, political, environmental, or other risks that could materially affect the potential development of the Mineral Reserves are provided in this MD&A under the heading “Forward-Looking Statements”.

 

Capital and Operating Costs

 

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

 

Table 6 – Initial Capital Costs ($ millions)

 

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

 

11

 

Table 7 – Expansion Capital Costs ($ millions)

 

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

 

Table 8 – LOM Average Operating Costs ($)

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

 

Economic Results and Sensitivities

 

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

 

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

 

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

 

Community Consultations

 

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

 

In 2017, Almaden engaged a third-party consultant to lead a community consultation and impact assessment at the Ixtaca project. In Mexico, only the energy industry requires completion of such an assessment (known in Mexico as a Trámite Evaluación de Impacto Social, or “EVIS”) as part of the permitting process. The purpose of these studies is to identify the people in the area of influence of a project (“Focus Area”), and assess the potential positive and negative consequences of project development to assist in the development of mitigation measures and the formation of social investment plans. To Almaden’s knowledge, this is the first time a formal EVIS has been completed in the minerals industry in Mexico, and as such reflects the Company’s commitment to best national and international standards in Ixtaca project development.

 

12

 

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

 

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

 

This extensive consultation resulted in changes to some elements of the mine design, including the planned construction of a permanent water reservoir to serve the local area long after mine closure, and the shift to dry-stack filtered waste management. The Company looks forward to advancing further elements of the community Social Investment Plan as mine permitting and construction advance when the suspension of the MIA permit review by SEMARNAT is resolved.

 

Economic Contributions

 

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

 

Closure and Reclamation

 

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

 

Opportunities

 

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

 

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

 

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

 

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

 

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

 

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

 

13

 

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

 

Next Engineering and Development Steps

 

The Company is pursuing the optimization opportunities noted above and has submitted its environmental permit application to Mexican authorities. As noted in our press release of October 29, 2019, the environmental permit review has been suspended by Mexican environmental authorities.

 

A NI 43-101 technical report for the FS was filed on SEDAR on January 24, 2019. An update to the FS was filed on SEDAR on October 3, 2019.

 

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

 

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

 

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

 

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

 

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

 

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

 

14

 

Exploration Opportunities

 

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

 

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

 

Outlook

 

Almaden has access to sufficient funding to conduct its anticipated work program for the next fiscal year at Ixtaca. Continuing work on Ixtaca will be focused on resolving the suspension of the MIA permit review by SEMARNAT.

 

RISKS AND UNCERTAINTIES

 

Below are some of the risks and uncertainties that the Company faces. For a full list of risk factors, please refer to the Company’s Form 20-F for the year ended December 31, 2019, as filed on SEDAR on March 26, 2020, under the heading “Annual Information Form”.

 

Industry

 

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

 

Mineral resource estimates

 

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

 

The prices of gold, silver and other metals

 

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

 

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

 

15

 

Cash flows and additional funding requirements

 

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

 

Exchange rate fluctuations

 

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

 

Environmental

 

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

 

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

 

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

 

16

 

Laws and regulations

 

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

 

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

 

Political, economic and social environment

 

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

 

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

 

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

 

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

 

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

 

17

 

ILO Convention 169 has been ratified by Mexico. It is possible however that Mexico may not (i) have implemented procedures to ensure their compliance with ILO Convention 169 or (ii) have complied with the requirements of ILO Convention 169 despite implementing such procedures.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

18

 

Title to mineral properties

 

While the Company has investigated title to its mineral properties, this should not be construed as a guarantee of title. The properties may be subject to prior unregistered agreements or transfers and title may be affected by undetected defects. Title to Almaden’s mining concessions may also be adversely affected by the Amparo as discussed below.

 

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

 

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

 

On April 15, 2019, the lower court in Puebla State ruled that Mexico’s mineral title system is unconstitutional. The Original Concessions were ruled to be illegal, but the mineral rights over that land were ordered to be held for Almaden until such time as indigenous consultation can be completed.

 

Under Mexican law, any decisions in the Amparo, such as the April 15, 2019 lower court ruling, are granted in a provisional manner and only become final once the decisions are no longer subject to further appeal. The Superior Court has accepted the appeals of each of the Mexican Congress, Senate, Secretary of Economy and mining authorities, as well as Almaden as an interested party, against the April 15, 2019 provisional lower court decision in the Amparo, and these appeals are in the process of being studied for resolution.

 

19

 

 

 

Figure 1: Original Concessions. Ixtaca environmental and social impact areas, and Ejido Lands

 

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

 

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

 

In the event the provisional lower court Amparo decision becomes final, this would result in amendments to Mexican mining law and could suggest that all mineral claims granted in Mexico since 2001 are unconstitutional. In Almaden’s case, the Original Concessions (see Figure 1) would be deemed to be illegal but the mineral rights over that land would be held for Almaden until such time as indigenous consultation can be completed. However, given that Almaden has no interest in conducting work on the Ejido Lands, it is unclear over what area indigenous consultation would occur. We note that none of the communities located within the New Concessions (see Figure 3 below) or within the Ixtaca project’s area of social impact are party to the Amparo. Moreover, the surface area of the proposed Ixtaca project is covered by private property.

 

Claim Reduction Efforts

 

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

 

20

 

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

 

     
Figure 2: New and overlapping concessions   Figure 3: New Concessions.

 

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

 

On December 21, 2018, the General Directorate of Mines issued a resolution that the New Concessions are left without effect, and the Original Concessions are in full force and effect (the “December Communication”).

 

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

 

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

 

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

 

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

 

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

 

21

 

Currently, applicable Mexican mining authority records show the Original Concessions as Almaden’s sole mineral claims to the Ixtaca project. As noted above those claims are subject to the Amparo.

 

Although the Company is challenging this change to its mineral tenure, the Original Concessions provide Almaden with the same exploration and mining rights over the Company’s Ixtaca project as the New Concessions.

 

Almaden’s two appeals to this change in mineral tenure are based on Mexican legal advice that it cannot be forced to own mineral rights it has formally dropped. The Mexican legal advice is that the New Concessions remain in full force and effect. Almaden continues to file taxes and assessment reports on the New Concessions, which have been accepted by the Mexican mining authorities, and Almaden has not received any notifications from the Mexican mining authorities regarding unpaid taxes on the Original Concessions. Almaden believes that it has a strong legal basis for its appeals.

 

Possible dilution to present and prospective shareholders

 

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

 

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

 

At March 26, 2020, there were 11,137,000 stock options and 10,341,350 Warrants (including 192,450 finders’ warrants) outstanding. Directors and officers hold 9,287,000 of the options and 1,850,000 are held by employees and consultants of the Company. Directors and officers hold 12,500 of the Warrants.

 

Trading volume

 

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

 

Volatility of share price

 

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

 

Competition

 

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

 

Dependence on management

 

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

 

Conflict of interest

 

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

 

22

 

Impairment of Exploration and Evaluation Assets

 

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

 

At December 31, 2019, the Company concluded that impairment indicators existed with respect to its exploration and evaluation assets. An impairment of deferred exploration costs of $501,620 for the year ended December 31, 2019 (2018 - $Nil) has been recognized.

 

SELECTED ANNUAL FINANCIAL INFORMATION

 

The following table summarizes selected consolidated financial information for the Company’s three most recently completed financial years. All amounts shown are stated in Canadian dollars, the Company’s functional and reporting currency, in accordance with IFRS:

 

  Year ended December 31, 2019
($)
Year ended December 31, 2018
($)
Year ended December 31, 2017
($)
Revenue Nil Nil Nil
Other income (loss) 677,954 1,190,068 468,448
Net loss and comprehensive loss (3,763,075) (3,511,667) (5,231,295)
Basic & diluted net loss per share (0.03) (0.03) (0.05)
Working capital 1,748,508 4,356,589 16,065,496
Total assets 74,063,855 73,928,394 66,803,196
Total long-term liabilities 4,577,916 1,434,882 1,434,882
Cash dividends declared – per share Nil Nil Nil

 

SUMMARY OF QUARTERLY RESULTS

 

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

 

  Quarter Ended
Dec 31, 2019
($)
Quarter Ended
Sep 30, 2019
($)
Quarter Ended
Jun 30, 2019
($)
Quarter Ended
Mar 31, 2019
($)
Revenue Nil Nil Nil Nil
Other income (loss) (338,263) 352,249 432,895 231,073
Comprehensive loss (1,119,575) (1,099,401) (596,300) (947,799)
Basic & diluted net income (loss) per share (0.01) (0.01) (0.00) (0.01)
Total assets 74,063,855 75,302,179 75,488,119 73,042,598
Total long term liabilities 4,577,916 4,561,492 4,466,555 1,727,561
Cash dividends declared Nil Nil Nil Nil

 

23

 

  Quarter Ended
Dec 31, 2018
($)
Quarter Ended
Sep 30, 2018
($)
Quarter Ended
Jun 30, 2018
($)
Quarter Ended
Mar 31, 2018
($)
Revenue Nil Nil Nil Nil
Other income 428,422 216,268 269,376 276,002
Comprehensive loss (823,501) (631,041) (1,174,705) (882,420)
Basic & diluted net income (loss) per share (0.01) (0.00) (0.01) (0.01)
Total assets 73,928,394 74,384,213 75,353,555 66,485,105
Total long term liabilities 1,434,882 1,434,882 1,434,882 1,434,882
Cash dividends declared Nil Nil Nil Nil

 

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

 

Review of Operations and Financial Results

 

Results of Operations for the three months ended December 31, 2019 compared to the three months ended December 31, 2018

 

For the three months ended December 31, 2019, the Company recorded a comprehensive loss of $1,119,575, or $0.01 per common share, compared to a comprehensive loss of $823,501, or $0.01 per common share, for the three months ended December 31, 2018. The increase in comprehensive loss of $296,074 was primarily a result of a $766,685 decrease in other income offset by $470,611 decrease in operating expenses.

 

Because the Company is an exploration company, it has no revenue from mining operations. Other loss of $338,263 (2018 Income - $428,422) during the quarter ended December 31, 2019 relates primarily to the impairment of exploration and evaluation assets of $501,620 (2018 - $Nil) offset by income from administrative services fees earned from Azucar of $160,927 (2018 - $197,267), and from Almadex of $80,901 (2018 - $131,270). The Company has an administrative services agreement with these two companies whereby overhead and salaries expenses are proportionally allocated as described under the heading “Transactions with Related Parties”. The decrease of $766,685 in other income (loss) relates to a decrease in interest income from lower levels of cash balances, an increase in finance expenses related to the gold loan and an increase in impairment of exploration and evaluation assets of $501,620 on the Tuligtic property.

 

Operating expenses were $781,312 during the three months ended December 31, 2019 (2018 - $1,251,923). Certain operating expenses were reported on a gross basis and recovered through other income from the administrative services agreements with Azucar and Almadex. The decrease in operating expenses of $470,611 are mainly the result of a decrease in share-based payments relating to share price in calculating the fair value from stock options granted of $238,880; a decrease in salaries and benefits of $328,375 due to no cash bonuses paid or accrued to employees during 2019 fiscal year offset by an increase in finance costs on gold loan payable of $89,745. The operating expenses were also lower due to a decrease in professional fees of $16,687 in legal expenses from less activities in corporate affairs while the Company waits for development permits in Mexico.

 

24

 

Results of Operations for the year ended December 31, 2019 compared to the year ended December 31, 2018

 

For the year ended December 31, 2019, the Company recorded a comprehensive loss of $3,763,075, or $0.03 per common share, compared to a comprehensive loss of $3,511,667, or $0.03 per common share, for the year ended December 31, 2018. The increase in comprehensive loss of $251,408 was primarily a result of an increase in impairment of exploration and evaluation assets of $501,620 from concession taxes paid on dropped claims from the Tuligtic property and finance fees of $204,231 due to project financing efforts. These expenses were offset by $375,620 decrease in share-based payments due to a lower share price and a $243,796 decrease in salaries and benefits as no cash bonuses were paid or accrued in 2019.

 

Because the Company is an exploration company, it has no revenue from mining operations. Other income of $677,954 (2018 - $1,190,068) during the year ended December 31, 2019 consisted primarily of interest income of $41,650 (2018 - $164,435) and income from administrative services fees earned from Azucar of $639,320 (2018 - $542,657), and from Almadex of $320,093 (2018 - $243,260). The Company has an administrative services agreement with these two companies whereby overhead and salaries expenses are proportionally allocated as described under the heading “Transactions with Related Parties”.

 

Operating expenses were $4,441,029 during the year ended December 31, 2019 (2018 - $4,701,735). Certain operating expenses were reported on a gross basis and recovered through other income from the administrative services agreements with Azucar and Almadex. The decrease in operating expenses of $260,706 is mainly due a decrease in share-based payments relating to lower share price in calculating the fair value from stock options granted of $375,620 and a decrease in salaries and benefits of $243,796 due to no bonuses awarded in 2019. Operating expenses increased in the area of finance related activities such as the gold loan transaction with Almadex that resulted in an increase in arrangement fee of $50,000 and an increase in finance cost of $216,918 from reviewing project development financing alternatives.

 

LIQUIDITY AND CAPITAL RESOURCES

 

At December 31, 2019, the Company had working capital of $1,748,508, including cash and cash equivalents of $912,214, compared to working capital of $4,356,589, including cash and cash equivalents of $5,080,580 at December 31, 2018. The decrease in working capital of $2,608,081 is mainly due to the cash balances used for expenditures in exploration and evaluation assets and corporate affairs.

 

The Company has long term liabilities of $4,577,916 at December 31, 2019 compared to $1,434,882 at December 31, 2018 that relates to deferred income tax liability from the Mexican income tax and Special Mining Duty associated with the Ixtaca project. Other components of long term liabilities relate to long-term portion of lease liabilities of $170,731, gold loan payable of $2,541,338 and derivative financial liabilities of $430,965.

 

On May 14, 2019, the Company entered into a secured gold loan agreement with Almadex which provides access to approximately $3 million, with only minor dilution to shareholders. With this additional cash, Management believes that the Company’s cash resources are sufficient to meet its minimum working capital for its next fiscal year.

 

Three months ended December 31, 2019

 

Net cash used in operating activities during the three months ended December 31, 2019 was $52,343 (2018 - $363,274), after adjusting for non-cash activities.

 

Net cash used in investing activities during the year ended December 31, 2019 was $1,158,563 (2018 - $3,166,382). Significant items include exploration and evaluation assets of $800,970 (2018 - $3,166,381) mainly to complete the feasibility study and apply for its development permits.

 

25

 

Net cash from financing activities during the year ended December 31, 2019 was $749,584 as a result of net proceeds of gold in trust. Net cash used in financing activities during the three months ended December 31, 2019 was $8,367 as a result of late payments of share issuance cost.

 

Management estimates that the current cash position and potential future cash flows will be sufficient for the Company to carry out its business for the upcoming year. Management is engaged in discussions with several potential financing parties and is encouraged by the level of interest shown in the project. The Company is focused on identifying a strong partner or partners with whom to advance Ixtaca on a basis which clearly adds value for shareholders.

 

Year ended December 31, 2019

 

Net cash used in operating activities during the year ended December 31, 2019 was $1,892,325 (2018 - $1,919,921), after adjusting for non-cash activities.

 

Net cash used in investing activities during the year ended December 31, 2019 was $3,751,770 (2018 - $18,171,752). Significant items include exploration and evaluation assets of $3,324,173 (2018 - $9,674,048) mainly to complete the feasibility study and start its development activities in Mexico.

 

Net cash from financing activities during the year ended December 31, 2019 was $1,475,729 (2018 - $8,837,719) as a result of net proceeds of gold in trust.

 

Management estimates that the current cash position and potential future cash flows will be sufficient for the Company to carry out its business plans for the upcoming year. Management is sourcing project financing options to advance the Ixtaca project during its development stage.

 

DISCLOSURE OF OUTSTANDING SHARE DATA

 

Common Shares

 

The authorized share capital of the Company consists of an unlimited number of common shares without par value. As of date of this MD&A, there were 111,726,719 common shares issued and outstanding and 133,205,069 common shares outstanding on a diluted basis. The Company had the following common shares outstanding as at the dates indicated:

 

  Number of Common Shares
Issued & Outstanding
Share Capital Amount
December 31, 2018 111,726,719 $127,022,366
December 31, 2019 111,726,719 $127,022,366
March 26, 2020 111,726,719 $127,022,366

 

Share Issuances during Fiscal 2019

 

The Company has no share issuances as at December 31, 2019.

 

Warrants

 

The following table summarizes information about warrants outstanding at March 26, 2020:

 

26

 

    Exercise     December 31,                       March 26,  
Expiry date   price     2019     Issued     Exercised     Expired     2020  
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  
May 14, 2024   $ 1.50       500,000       -       -       -       500,000  
Warrants outstanding and exercisable             10,341,350       -       -       -       10,341,350  
Weighted average exercise price           $ 1.88       -       -       -     $ 1.88  

 

The table in Note 9(c) to the Company’s audited annual consolidated financial statements for the year ended December 31, 2019 summarizes information about warrants outstanding as at December 31, 2019.

 

Stock Options

 

The Company grants directors, officers, employees, and contractors options to purchase common shares under its stock option plan. This plan and its terms, as well as options outstanding as at December 31, 2019, are detailed in Note 9(d) to the Company’s audited annual consolidated financial statements for the year ended December 31, 2019.

 

During the year ended December 31, 2019 and to the date of this MD&A, the Company granted the following stock options:

 


Number of Stock Options Granted
Price Per Share Expiry Date
425,000 $ 0.84 February 7, 2021
100,000 $ 0.90 March 29, 2021
557,000 $ 0.69 May 6, 2021
1,612,000 $ 0.80 July 7, 2021
150,000 $ 1.01 August 13, 2021
1,160,000 $ 0.90 September 16, 2021
1,130,000 $ 0.47 March 4, 2022

 

The following table summarizes information about stock options outstanding at March 26, 2020:

 

Expiry date   Exercise
price
    December 31,
2019
    Granted     Exercised     Expired     March 26,
2020
 
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       1,095,000       -       -       -       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  
February 7, 2021   $ 0.84       425,000       -       -       -       425,000  
March 29, 2021   $ 1.08       400,000       -       -       -       400,000  
March 29, 2021   $ 0.90       100,000       -       -       -       100,000  
May 6, 2021   $ 0.69       557,000       -       -       -       557,000  
July 7, 2021   $ 0.80       1,612,000       -       -       -       1,612,000  
August 13, 2021   $ 1.01       150,000       -       -       -       150,000  
September 16, 2021   $ 0.90       1,160,000       -       -       -       1,160,000  
December 12, 2021   $ 1.00       200,000       -       -       -       200,000  
March 4, 2022   $ 0.47       -       1,130,000       -       -       1,130,000  
Options outstanding and exercisable             10,007,000       1,130,000       -       -       11,137,000  
Weighted average exercise price           $ 0.97     $ 0.47       -       -     $ 0.92  

 

27

 

ENVIRONMENTAL PROVISIONS AND POTENTIAL ENVIRONMENTAL CONTINGENCY

 

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

 

OFF-BALANCE SHEET ARRANGEMENTS

 

The Company has no off-balance sheet arrangements.

 

CONTRACTUAL COMMITMENTS

 

The Company has no contractual commitments.

 

TRANSACTIONS WITH RELATED PARTIES

 

(a) Compensation of key management personnel

 

Key management includes members of the Board, the Chairman, the President and Chief Executive Officer, the Chief Financial Officer, the Vice President, Corporate Development, the Vice President Operations & Projects, and the Vice President, Project Development. The net aggregate compensation paid or payable to key management for services after recovery from Azucar and Almadex (Note 10(b) of the December 31, 2019 consolidated financial statements) was as follows:

 

Year ended December 31, 2019   Fees     Share-based Payments     Total  
                   
Chairman   $ 96,000     $ 263,850     $ 359,850  
President & CEO     134,000       121,850       255,850  
CFO     90,000       63,100       153,100  
VP Corporate Development     84,800       41,750       126,550  
VP Operations & Projects     236,491       -       236,491  
VP Project Development     40,000       74,500       114,500  
Directors     70,000       202,970       272,970  
    $ 751,291     $ 768,020     $ 1,519,311  

 

28

 

Year ended December 31, 2018   Fees     Share-based Payments     Total  
                   
Chairman   $ 138,194     $ 181,500     $ 319,694  
President & CEO     259,145       275,000       534,145  
CFO     157,306       73,950       231,256  
VP Corporate Development     150,946       49,000       199,946  
VP Operations & Projects     246,488       144,000       390,488  
Directors     70,000       367,090       437,090  
    $ 1,022,079     $ 1,090,540     $ 2,112,619  

 

Year ended December 31, 2017   Fees     Share-based Payments     Total  
                   
Chairman   $ 168,000     $ 397,200     $ 565,200  
President & CEO     298,900       739,200       1,038,100  
CFO     178,062       164,450       342,512  
VP Corporate Development     168,438       155,000       323,438  
Directors     70,000       760,320       830,320  
    $ 883,400     $ 2,216,170     $ 3,099,570  

 

(1) Effective May 1, 2019, the Chairman has deferred payment of his salary of $8,000 per month. The Company owes $64,000 as at December 31, 2019 to the Chairman and $64,000 is recorded in accounts payable as at December 31, 2019.

 

(b) Administration Services Agreements

 

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 services agreement between the Company and Almadex.

 

During the year ended December 31, 2019, the Company received $639,320 (2018 - $542,657; 2017 - $499,798) from Azucar for administrative services fees included in other income and received $320,093 (2018 - $243,260; 2017 - $Nil) from Almadex for administrative services fees included in other income.

 

At December 31, 2019, included in accounts receivable is $61,873 (2018 - $170,181) due from Azucar, and $34,296 (2018 - $116,268) due from Almadex in relation to expense recoveries.

 

(c) Other related party transactions

 

At December 31, 2019, the Company accrued $133,498 (2018 - $37,533) payable to Almadex for drilling equipment rental services in Mexico.

 

During the year ended December 31, 2019, the Company employed the Chairman’s daughter for a salary of $48,800 less statutory deductions (2018 - $48,800; 2017 - $43,800) for marketing and administrative services provided to the Company.

 

On June 7, 2018, Elaine Ellingham, a director of the Company, acquired 25,000 Units under the Private Placement at a price of $1.00 per Unit. Such participation in the Private Placement was considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Private Placement was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Units issued to, nor the consideration paid by, Ms. Ellingham exceeds 25% of the Company’s market capitalization.

 

29

 

FINANCIAL INSTRUMENTS

 

The fair values of the Company’s cash and cash equivalents, accounts receivable, and trade and other payables approximate their carrying values because of the short-term nature of these instruments. Significant assumptions are discussed in Critical Accounting Estimates section of this MD&A.

 

Except for derivative financial liabilities, the Company does not carry any financial instruments at FVTPL.

 

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

 

(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, 2019, the Company was exposed to foreign exchange risk through the following monetary assets and liabilities denominated in currencies other than the functional currency of the applicable subsidiary:

 

All amounts in Canadian dollars   US dollar     Mexican peso  
Cash and cash equivalents   $ 151,844     $ 97,257  
Gold in trust     1,576,366       -  
Total assets   $ 1,728,210     $ 97,257  
                 
Trade and other payables   $ 341,170     $ 141,692  
Gold loan payable     2,541,338       -  
Derivative financial liabilities     430,965       -  
Total liabilities   $ 3,313,473     $ 141,692  
                 
Net assets   $ (1,585,263 )   $ (44,435 )

 

A 10% change in the US dollar exchange rate relative to the Canadian dollar would change the Company’s net loss by $159,000.

 

A 10% change in the Mexican Peso exchange rate relative to the Canadian dollar would change the Company’s net loss by $4,000.

 

(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.

 

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.

 

30

 

As at December 31, 2019, the Company’s maximum exposure to credit risk was the carrying value of its cash and cash equivalents, and accounts receivable.

 

(c) Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure. Trade and other payables are due within twelve months of the statement of financial position date.

 

(d) Interest rate risk

 

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

 

A 1% change in the interest rate would change the Company’s net loss by $9,000.

 

(e) Commodity and equity price risk

 

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

 

(f) Classification of financial instruments

 

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

 

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

 

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

 

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

 

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

 

    Level 1     Level 2     Level 3     Total  
      $       $       $       $  
Derivative financial liabilities     -       430,965       -       430,965  

 

Management of Capital

 

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

 

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

 

31

 

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

 

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

 

Subsequent Events

 

(a) On January 30, 2020 and February 14, 2020, the Company entered into two amended option agreements to secure land holdings on the Tuligtic project. The Company has the option to acquire a 100% ownership of two land holdings for total cash payments of USD$675,000 and $4,000,000 Mexico pesos (MXN) payable over two years respectively. Payments are not refundable upon termination of the option agreement.

 

(b) On March 4, 2020, the Company granted certain employees, officers, directors and consultants an aggregate of 1,130,000 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 $0.47 per share until March 4, 2022.

 

(c) On March 10, 2020, the Company announced a proposed non-brokered private placement of 4,900,000 common shares units at a price of $0.41 per unit for gross proceeds of $2,009,000. Each unit would consist of one common share and one non-transferable common stock warrant. Each warrant will entitle the holder to purchase one common share of the Company at a price of $0.65 per share for 3 years following the closing of the placement. Subsequently, on March 19, 2020, the Company announced a re-pricing of the proposed non-brokered private placement to amend terms of the offering as follows:

 

The purchase price of the Units of the Offering has been reduced from $0.41 to $0.37 per Unit.
The exercise price of each share purchase Warrant has been reduced from $0.65 to $0.50.
The size of the Offering has been increased from up to 4,900,000 Units to up to 5,400,000 Units, which may be increased.

 

All other material terms of the previously announced Offering remain the same. Closing of the placement is anticipated to be on or about March 27, 2020 and is subject to market conditions and receipt of applicable regulatory approvals.

 

(d) In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds.

 

CRITICAL ACCOUNTING ESTIMATES

 

The preparation of the Company’s consolidated financial statements in conformity with IFRS requires management to make judgements and estimates that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Based on historical experience and current conditions, management makes assumptions that are believed to be reasonable under the circumstances. These estimates and assumptions form the basis for judgements about the carrying value of assets and liabilities and reported amounts for revenues and expenses. Actual outcomes may differ from these judgements and estimates. These estimates and assumptions are also affected by management’s application of accounting policies, which is contained in Note 2 (d) of the December 31, 2019 annual consolidated financial statements. The impacts of such judgements and estimates are pervasive throughout the consolidated financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both current and future periods.

 

32

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

o The estimated incremental borrowing rate used to calculate the lease liabilities;

 

o The estimated fair value of gold in trust; and

 

o The estimated initial fair value of gold loan payable.

 

In addition to the foregoing, the Company uses the Black-Scholes option pricing model to determine the fair value of options, warrants, and derivative financial liabilities in order to calculate share-based payments expense 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.

 

33

 

CHANGES IN ACCOUNTING POLICY, INCLUDING INITIAL ADOPTION

 

Application of new and revised accounting standards effective January 1, 2019

 

The Company has initially adopted IFRS 16, Leases (“IFRS 16”) from January 1, 2019. A number of other new standards are also effective from January 1, 2019, however, were also deemed to not have a material impact on the Company's financial statements.

 

DISCLOSURE CONTROLS AND PROCEDURES

 

The Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) are responsible for establishing and maintaining adequate disclosure controls and procedures. Disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported to senior management, including the CEO and CFO, on a timely basis so that appropriate decisions can be made regarding public disclosure. Management of the Company, with the participation of the CEO and CFO, has evaluated the effectiveness of the Company’s disclosure controls and procedures as at December 31, 2019, as required by Canadian securities law. Based on that evaluation, the CEO and the CFO concluded that, as of December 31, 2019, the disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the Company’s annual filings and interim filings (as such terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings), and other reports filed or submitted under Canadian securities laws, were recorded, processed, summarized and reported within the time period specified by those laws, and that material information was accumulated and communicated to management of the Company, including the CEO and the CFO, as appropriate to allow for accurate disclosure to be made on a timely basis.

 

INTERNAL CONTROL OVER FINANCIAL REPORTING

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Internal control over financial reporting includes those policies and procedures that:

 

a) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

 

b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Company’s financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and

 

c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

 

The Company assesses annually its internal control over financial reporting; however it cannot provide an absolute level of assurance because of the inherent limitations in control systems to prevent or detect all misstatements due to error or fraud. Based on evaluations of the Company’s internal controls over financial reporting, the CEO and CFO concluded that, as of the end of the period covered by this report, the Company’s internal control over financial reporting was effective and was operating at a reasonable assurance level.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting that occurred during the year ended December 31, 2019 that materially affected, or that is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

34

 

BOARD OF DIRECTORS AND MANAGEMENT

 

Directors:

Duane Poliquin, P.Eng

Morgan Poliquin, P.Eng, Ph.D

Jack McCleary, P.Geo

Gerald Carlson, Ph.D, P.Eng

Mark T. Brown, CPA, CA

William J. Worrall, Q.C.

Elaine Ellingham, MSc., MBA, P.Geo

 

Audit Committee members:

Mark T. Brown, CPA, CA

Gerald Carlson, Ph.D, P.Eng

William J. Worrall, Q.C.

 

Compensation Committee members:

Jack McCleary, P.Geo

Gerald Carlson, Ph.D, P.Eng

William J. Worrall, Q.C.

Mark T. Brown, CPA, CA

 

Nominating & Corporate Governance Committee members:

Jack McCleary, P.Geo

Gerald Carlson, Ph.D, P.Eng

William J. Worrall, Q.C.

 

Technical Committee Members:

Duane Poliquin, P.Eng

Morgan Poliquin, P.Eng, Ph.D

Gerald Carlson, Ph.D, P.Eng

Elaine Ellingham, MSc., MBA, P.Geo

 

Management:

Duane Poliquin, P.Eng – Chairman

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

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

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

Laurence Morris, B.Sc. – Vice President Operations & Projects

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

 

 

 

 

35

 

 

Exhibit 99.3

 

CERTIFICATION OF ANNUAL FILINGS

 

FULL CERTIFICATE

 

Almaden Minerals Ltd.

 

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

 

1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Almaden Minerals Ltd. (the “issuer”) for the financial year ended December 31, 2019.

 

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

 

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

 

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

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end

 

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

 

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

 

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

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

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

 

 

 

5.2 ICFR – material weakness relating to design: N/A.
   
5.3 Limitation on scope of design: N/A

 

6. Evaluation: The issuer’s other certifying officer(s) and I have

 

(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

 

(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

 

(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and
     
(ii) N/A

 

7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2019 and ended on December 31, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

8. Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

 

 

Date: March 26, 2020

 

“Morgan Poliquin”

Morgan Poliquin

Chief Executive Officer

 

 

 

 

 

 

2

 

Exhibit 99.4

 

CERTIFICATION OF ANNUAL FILINGS

 

FULL CERTIFICATE

 

Almaden Minerals Ltd.

 

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

 

1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Almaden Minerals Ltd. (the “issuer”) for the financial year ended December 31, 2019.

 

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

 

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

 

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

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end

 

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

 

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

 

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

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

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

 

 

 

5.2 ICFR – material weakness relating to design: N/A.
   
5.3 Limitation on scope of design: N/A

 

6. Evaluation: The issuer’s other certifying officer(s) and I have

 

(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

 

(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

 

(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and
     
(ii) N/A

 

7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2019 and ended on December 31, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

8. Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

 

 

Date: March 26, 2020

 

Korm Trieu”

Korm Trieu

Chief Financial Officer

 

 

 

 

 

2