Almaden Minerals (AAUAF) turns 2025 profit and exits gold loan while pursuing CPTPP claim
Rhea-AI Filing Summary
Almaden Minerals Ltd. reported a strong turnaround in 2025, earning net income of $2,989,046 after losses in 2024 and 2023. The improvement was driven mainly by a $4,684,164 gain on the sale of the Rock Creek Mill and repayment of its gold loan.
Total assets were $6,693,338 at December 31, 2025, with total liabilities reduced sharply to $626,310 after eliminating the $8,128,263 gold loan payable. Cash and cash equivalents rose to $6,171,157, giving working capital of $5,910,941 and supporting the going-concern assessment.
The company continues to focus on international arbitration against Mexico over the revoked Ixtaca mineral concessions. Together with Almadex, it is seeking aggregate damages of US$1.06 billion under the CPTPP, funded by up to US$9.5 million of non-recourse litigation financing, with hearings scheduled for December 2026.
Positive
- Balance sheet de‑risking: Repayment of the gold loan eliminated a $8,128,263 liability by year‑end 2025, reducing total liabilities to $626,310 and materially strengthening the capital structure.
- Improved liquidity and equity: Cash and cash equivalents increased to $6,171,157 and equity rose to $6,067,028, providing more financial flexibility to sustain operations and pursue arbitration.
Negative
- None.
Insights
Almaden’s 2025 profit and de‑leveraging improve its financial footing, while value still hinges on arbitration.
Almaden Minerals shifted from recurring losses to a $2,989,046 profit in 2025. This was largely due to a $4,684,164 gain on selling the Rock Creek Mill and related non‑cash gold loan fair value movements, rather than underlying operating growth.
The balance sheet strengthened significantly. Cash and cash equivalents rose to $6,171,157, and total liabilities dropped to $626,310 after repaying the $8,961,391 gold loan obligation. Equity increased to $6,067,028, giving the company more flexibility to fund overhead and arbitration costs.
Strategically, the core upside now rests on the ICSID arbitration against Mexico. Almaden and Almadex seek aggregate damages of US$1.06 billion, supported by up to US$9.5 million of non‑recourse funding. Mexico filed its counter‑memorial in December 2025, and hearings are scheduled for December 2026; eventual outcomes and timing will determine whether any award is realized.
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 2026
Commission File Number: 001-32702
Almaden Minerals Ltd.
(Translation of registrant's name into English)
Suite 210 - 1333 Johnston Street, Vancouver 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 | ☐ |
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 19, 2026 | ||
| By: | /s/ 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 Filing - CEO |
| 99.4 | Certification of Annual Filing - CFO |
Exhibit 99.1
Consolidated Financial Statements of
Almaden Minerals Ltd.
For the years ended December 31, 2025, 2024 and 2023
Almaden Minerals Ltd.
December 31, 2025, 2024 and 2023
Table of contents
| Report of independent registered public accounting firm | 1 | |
| Consolidated statements of financial position | 2 | |
| Consolidated statements of comprehensive income (loss) | 3 | |
| Consolidated statements of cash flows | 4 | |
| Consolidated statements of changes in equity | 5 | |
| Notes to the consolidated financial statements | 6-33 |
Report of Independent Registered Public Accounting Firm
To the Shareholders and Directors of
Almaden Minerals Ltd.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of Almaden Minerals Ltd. (the “Company”), as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income (loss), changes in equity, and cash flows for the years ended December 31, 2025, 2024 and 2023, and the related notes and schedules (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years ended December 31, 2025, 2024 and 2023 in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards).
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatements of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Company’s auditor since 2015.
/s/ DAVIDSON & COMPANY LLP
| Chartered Professional Accountants | Vancouver, Canada |
March 19, 2026
Almaden Minerals Ltd.
Consolidated statements of financial position
(Expressed in Canadian dollars)
| December 31, 2025 | December 31, 2024 | |||||||
| $ | $ | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents (Note 13) | 6,171,157 | 3,155,750 | ||||||
| Gold in trust (Note 8) | - | 1,491,281 | ||||||
| Accounts receivable and prepaid expenses (Note 4) | 331,736 | 293,952 | ||||||
| Current assets | 6,502,893 | 4,940,983 | ||||||
| Non-current assets | ||||||||
| Deposits | 17,367 | 17,367 | ||||||
| Right-of-use assets (Note 5) | 127,153 | 228,875 | ||||||
| Property and equipment (Note 6) | 45,924 | 6,594,399 | ||||||
| Exploration and evaluation assets (Note 7) | 1 | 1 | ||||||
| Non current assets | 190,445 | 6,840,642 | ||||||
| TOTAL ASSETS | 6,693,338 | 11,781,625 | ||||||
| LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Trade and other payables (Note 11 (a)) | 463,186 | 424,465 | ||||||
| Current portion of lease liabilities (Note 5) | 128,766 | 113,981 | ||||||
| Current liabilities | 591,952 | 538,446 | ||||||
| Non-current liabilities | ||||||||
| Long-term portion of lease liabilities (Note 5) | 34,358 | 163,124 | ||||||
| Gold loan payable (Note 8) | - | 8,128,263 | ||||||
| Non current liabilities | 34,358 | 8,291,387 | ||||||
| Total liabilities | 626,310 | 8,829,833 | ||||||
| EQUITY | ||||||||
| Share capital (Note 10) | 141,104,844 | 141,040,654 | ||||||
| Reserves (Note 10) | 23,418,523 | 23,356,523 | ||||||
| Deficit | (158,456,339 | ) | (161,445,385 | ) | ||||
| Total equity | 6,067,028 | 2,951,792 | ||||||
| TOTAL EQUITY AND LIABILITIES | 6,693,338 | 11,781,625 | ||||||
Nature of operations (Note 1)
Commitments and contingencies (Note 18)
The accompanying notes are an integral part of these consolidated financial statements.
These consolidated financial statements are authorized for issue by the Board of Directors on March 19, 2026.
They are signed on the Company’s behalf by:
| /s/Duane Poliquin | /s/ Michael Kosowan | |
| Director | Director |
Almaden Minerals Ltd.
Consolidated statements of comprehensive income (loss)
(Expressed in Canadian dollars)
| Year ended December 31, 2023 | ||||||||||||
| 2025 | 2024 | (Revised – Note 19) | ||||||||||
| Expenses | $ | $ | $ | |||||||||
| Professional fees (Note 11(a)) | 299,230 | 318,619 | 1,113,336 | |||||||||
| Salaries and benefits (Note 11(a)) | 1,640,709 | 1,377,903 | 1,811,073 | |||||||||
| Travel and promotion | 21,753 | 22,529 | 50,120 | |||||||||
| Depreciation (Note 6) | 8,000 | 8,671 | 11,166 | |||||||||
| Office and other (Note 11(b)) | 78,611 | 73,407 | 182,457 | |||||||||
| Amortization of right-of-use assets (Note 5) | 101,722 | 101,722 | 101,722 | |||||||||
| Occupancy expenses (Note 5) | 50,699 | 40,318 | 39,858 | |||||||||
| Interest expense on lease liabilities (Note 5) | 20,413 | 30,565 | 39,502 | |||||||||
| Interest and standby fees on gold loan payable (Note 8) | 114,262 | 295,551 | 290,164 | |||||||||
| Listing and filing fees | 106,068 | 100,406 | 193,490 | |||||||||
| Insurance | 71,222 | 104,456 | 103,491 | |||||||||
| Directors’ fees (Note 11(a)) | 52,500 | 120,000 | 140,000 | |||||||||
| Share-based payments (Note 10(d) and 11(a)) | 128,000 | - | 810,150 | |||||||||
| Total Expenses | 2,693,189 | 2,594,147 | 4,886,529 | |||||||||
| Other income (loss) | ||||||||||||
| Administrative services fees (Note 11(b)) | 1,235,798 | 1,158,054 | 1,422,347 | |||||||||
| Interest and other income | 261,131 | 218,390 | 370,741 | |||||||||
| Impairment of exploration and evaluation assets (Note 7) | (82,751 | ) | (55,374 | ) | (63,823,478 | ) | ||||||
| Gain on sale of property and equipment (Note 6) | 4,684,164 | - | - | |||||||||
| Fair value adjustments on gold loan payable (Note 8) | (1,121,669 | ) | (1,199,904 | ) | (538,975 | ) | ||||||
| Unrealized gain on gold in trust (Note 8) | 405,821 | 293,695 | 132,895 | |||||||||
| Unrealized foreign exchange gain (loss) on gold loan payable (Note 8) | 402,803 | (600,749 | ) | 55,949 | ||||||||
| Unrealized foreign exchange gain (loss) on gold in trust (Note 8) | (79,506 | ) | 114,785 | (24,491 | ) | |||||||
| Unrealized gain on warrant liability (Note 9) | - | - | 102,787 | |||||||||
| Loss on derecognition of gold loan payable (Note 8) | - | (372,941 | ) | - | ||||||||
| Foreign exchange gain (loss) | (23,556 | ) | 163,130 | (49,599 | ) | |||||||
| Total other income (loss) | 5,682,235 | (280,914 | ) | (62,351,824 | ) | |||||||
| Income (loss) before income taxes | 2,989,046 | (2,875,061 | ) | (67,238,353 | ) | |||||||
| Deferred income tax recovery (expense) (Note 14) | - | - | 3,090,208 | |||||||||
| Net Income (loss) for the year | 2,989,046 | (2,875,061 | ) | (64,148,145 | ) | |||||||
| Total comprehensive income (loss) for the year | 2,989,046 | (2,875,061 | ) | (64,148,145 | ) | |||||||
| Basic and diluted net income (loss) per share (Note 12) | 0.02 | (0.02 | ) | (0.47 | ) | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
Almaden Minerals Ltd.
Consolidated statements of cash flows
(Expressed in Canadian dollars)
| Year ended December 31, 2023 | ||||||||||||
| 2025 | 2024 | (Revised – Note 19) | ||||||||||
| $ | $ | $ | ||||||||||
| Operating activities | ||||||||||||
| Net income (loss) for the year | 2,989,046 | (2,875,061 | ) | (64,148,145 | ) | |||||||
| Items not affecting cash | ||||||||||||
| Deferred income tax (recovery) expense | - | - | (3,090,208 | ) | ||||||||
| Depreciation | 8,000 | 8,671 | 11,166 | |||||||||
| Amortization of right-of-use assets | 101,722 | 101,722 | 101,722 | |||||||||
| Impairment of exploration and evaluation assets | 82,751 | 55,374 | 63,823,478 | |||||||||
| Interest expenses on lease liability | 20,413 | 30,565 | 39,502 | |||||||||
| Interest and standby fees on gold loan payable | 114,262 | 295,551 | 290,164 | |||||||||
| Gain on sale of property and equipment | (4,684,164 | ) | - | - | ||||||||
| Fair value adjustments on gold loan payable | 1,121,669 | 1,199,904 | 538,975 | |||||||||
| Unrealized gain on gold in trust | (405,821 | ) | (293,695 | ) | (132,895 | ) | ||||||
| Unrealized foreign exchange (gain) loss on gold loan payable | (402,803 | ) | 600,749 | (55,949 | ) | |||||||
| Unrealized foreign exchange (gain) loss on gold in trust | 79,506 | (114,785 | ) | 24,491 | ||||||||
| Unrealized gain on warrant liability | - | - | (102,787 | ) | ||||||||
| Loss on derecognition of gold loan payable | - | 372,941 | - | |||||||||
| Share-based payments | 128,000 | - | 810,150 | |||||||||
| Changes in non-cash working capital components | ||||||||||||
| Accounts receivable and prepaid expenses | (37,784 | ) | 142,321 | (194,169 | ) | |||||||
| Trade and other payables | 38,721 | (426,693 | ) | 601,499 | ||||||||
| Net cash used in operating activities | (846,482 | ) | (902,436 | ) | (1,483,006 | ) | ||||||
| Investing activities | ||||||||||||
| Property and equipment – purchase | (41,580 | ) | (1,328 | ) | (2,037 | ) | ||||||
| Net proceeds on sale of property and equipment | 11,266,219 | - | - | |||||||||
| Exploration and evaluation assets – costs | (82,751 | ) | (55,374 | ) | (799,253 | ) | ||||||
| Net cash from (used in) investing activities | 11,141,888 | (56,702 | ) | (801,290 | ) | |||||||
| Financing activities | ||||||||||||
| Options exercised | 8,000 | - | - | |||||||||
| Shares issuance cost on cashless exercise of options | (9,810 | ) | - | - | ||||||||
| Repayment of gold loan payable | (7,143,795 | ) | - | - | ||||||||
| Repayment of lease liabilities | (134,394 | ) | (131,095 | ) | (127,797 | ) | ||||||
| Net cash used in financing activities | (7,279,999 | ) | (131,095 | ) | (127,797 | ) | ||||||
| Change in cash and cash equivalents | 3,015,407 | (1,090,233 | ) | (2,412,093 | ) | |||||||
| Cash and cash equivalents, beginning of year | 3,155,750 | 4,245,983 | 6,658,076 | |||||||||
| Cash and cash equivalents, end of year | 6,171,157 | 3,155,750 | 4,245,983 | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
Almaden Minerals Ltd.
Consolidated statements of changes in equity
(Expressed in Canadian dollars)
| Share capital | Reserves | |||||||||||||||||||||||||||
| Number of shares | Amount | Share-based payments | Warrants | Total reserves | Deficit |
Total | ||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Balance, January 1, 2023 | 137,221,408 | 141,040,654 | 21,830,405 | 715,968 | 22,546,373 | (94,422,179 | ) | 69,164,848 | ||||||||||||||||||||
| Share-based payments | - | - | 810,150 | - | 810,150 | - | 810,150 | |||||||||||||||||||||
| Total comprehensive loss for the year (Revised – Note 19) | - | - | - | - | - | (64,148,145 | ) | (64,148,145 | ) | |||||||||||||||||||
| Balance, December 31, 2023 | 137,221,408 | 141,040,654 | 22,640,555 | 715,968 | 23,356,523 | (158,570,324 | ) | 5,826,853 | ||||||||||||||||||||
| Total comprehensive loss for the year | - | - | - | - | - | (2,875,061 | ) | (2,875,061 | ) | |||||||||||||||||||
| Balance, December 31, 2024 | 137,221,408 | 141,040,654 | 22,640,555 | 715,968 | 23,356,523 | (161,445,385 | ) | 2,951,792 | ||||||||||||||||||||
| Share-based payments | - | - | 128,000 | - | 128,000 | - | 128,000 | |||||||||||||||||||||
| Options exercised | 50,000 | 8,000 | - | - | - | - | 8,000 | |||||||||||||||||||||
| Fair value of cash share options transferred to share capital | - | 6,000 | (6,000 | ) | - | (6,000 | ) | - | - | |||||||||||||||||||
| Shares issued on cashless exercise of options | 91,773 | - | - | - | - | - | - | |||||||||||||||||||||
| Shares issuance cost on cashless exercise of options | - | (9,810 | ) | - | - | - | - | (9,810 | ) | |||||||||||||||||||
| Fair value of cashless share options transferred to share capital | - | 60,000 | (60,000 | ) | - | (60,000 | ) | - | - | |||||||||||||||||||
| Total comprehensive income for the year | - | - | - | - | - | 2,989,046 | 2,989,046 | |||||||||||||||||||||
| Balance, December 31, 2025 | 137,363,181 | 141,104,844 | 22,702,555 | 715,968 | 23,418,523 | (158,456,339 | ) | 6,067,028 | ||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2025, 2024 and 2023
Expressed in Canadian dollars
| 1. | Nature of operations |
Almaden Minerals Ltd. (the “Company” or “Almaden”) was formed by amalgamation under the laws of the Province of British Columbia, Canada on February 1, 2002. The Company is an exploration stage public company that is engaged directly in the exploration and development of exploration and evaluation property in Mexico. The Company’s shares are trade on the TSX Venture Exchange under the symbol “AMM”. The address of the Company’s registered office is Suite 1200 – 200 Burrard Street, Vancouver, BC, Canada V7X 1T2.
The Company is in the business of evaluating, exploring and developing mineral projects. In the past, the Company’s principal asset was the Ixtaca precious metals project located on the Tuligtic claim in Puebla State, Mexico. However, as discussed in Note 7, title to this project was revoked by the Mexican government.
These consolidated financial statements were prepared on a “going concern” basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As of December 31, 2025, the Company had cash of $6,171,157 (2024 – $3,155,750) and working capital of $5,910,941 (2024 – $4,402,537). The Company incurred a net income for the year ended December 31, 2025, of $2,989,046 (2024 – Net loss of $2,875,061; 2023 – Net loss of $64,148,145 – Revised – Note 19). Management has concluded that the Company has sufficient working capital to sustain operations for the next twelve months.
| 2. | Basis of presentation |
| (a) | Statement of Compliance with International Financial Reporting Standards (“IFRS”) |
These consolidated financial statements have been prepared in accordance and compliance with IFRS Accounting standards as issued by the International Accounting Standards Board (“IASB”).
| (b) | Basis of preparation |
These consolidated financial statements have been prepared on a historical cost basis except for the revaluation of certain financial assets and financial liabilities at fair value through profit or loss.
In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
These consolidated financial statements, including comparatives, have been prepared on the basis of IFRS standards that are effective as at December 31, 2025.
| (c) | Functional currency |
The functional and reporting currency of the Company and its subsidiaries is the Canadian dollar.
| (d) | Significant accounting judgments and estimates |
The preparation of these consolidated financial statements requires management to make judgments and estimates that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period.
| 6 |
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2025, 2024 and 2023
Expressed in Canadian dollars
| 2. | Basis of presentation (Continued) |
| (d) | Significant accounting judgments and estimates (continued) |
Actual outcomes could differ from these judgments and estimates. The consolidated financial statements include judgments and estimates which, by their nature, are uncertain. The impacts of such judgments and estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both current and future periods.
Significant assumptions about the future and other sources of judgments and estimates that management has made at the statement of financial position dates, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
Critical Judgments
Functional Currency
| o | The analysis of the functional currency for each entity of the Company determined by conducting an analysis of the consideration factors identified in IAS 21, “The Effect of Changes in Foreign Exchange Rates”. In concluding that the Canadian dollar is the functional currency of the parent and its subsidiary companies, management considered the currency that mainly influences the cost of providing goods and services in each jurisdiction in which the Company operates. As no single currency was clearly dominant, the Company also considered secondary indicators including the currency in which funds from financing activities are denominated and the currency in which funds are retained. |
Estimates
| o | The estimated useful lives of property and equipment which are included in the consolidated statements of financial position and the related depreciation included in profit or loss; |
| o | The Company uses the Black-Scholes option pricing model to determine the fair value of options, warrants, and derivative financial liabilities in order to calculate share-based payments expense, warrant liability and the fair value of finders’ warrants and stock options. Certain inputs into the model are estimates that involve considerable judgment or could be affected by significant factors that are out of the Company’s control; |
| o | The provision for income taxes which is included in profit or loss and the composition of deferred income tax liability included in the consolidated statement of financial position and the evaluation of the recoverability of deferred tax assets based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions; |
| o | The assessment of indications of impairment of property plant and equipment and related determination of the net realizable value and write-down of those assets where applicable (Note 3(f)); and |
| o | The estimated incremental borrowing rate used to calculate the lease liabilities. |
| 7 |
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2025, 2024 and 2023
Expressed in Canadian dollars
| 3. | Material accounting policies |
| (a) | Basis of consolidation |
These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries as follows:
| Schedule of consolidated financial statements | ||||
| Jurisdiction | Nature of operations | |||
| Puebla Holdings Inc. | Canada | Holding company | ||
| Minera Gorrion, S.A. de C.V. | Mexico | Exploration company |
Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Inter-company balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated in preparing these consolidated financial statements.
| (b) | Foreign currencies |
Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing on the transaction dates. At each financial position reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at the date of the statement of financial position. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
| (c) | Financial instruments |
A financial asset is classified as measured at: amortized cost, fair value through other comprehensive income (FVOCI), or fair value through profit or loss (FVTPL). The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. Derivatives embedded in contracts where the host is a financial asset in the scope of the standard are never separated. Instead, the hybrid financial instrument as a whole is assessed for classification. The Company's financial assets consist primarily of cash and cash equivalents, and accounts receivable and are classified at amortized cost.
Financial liabilities comprise the Company’s trade and other payables. Financial liabilities are initially recognized on the date they are originated and are derecognized when the contractual obligations are discharged or cancelled or expire. Trade and other payables are recognized initially at fair value and subsequent are measured at amortized costs using the effective interest method, when materially different from the initial amount. Gold loan payable is classified as FVTPL. Fair value is determined based on the market price of gold plus accrued interest.
| (i) | Impairment of financial assets |
An ‘expected credit loss’ (ECL) model applies to financial assets measured at amortized cost, contract assets and debt investments at FVOCI, but not to investments in equity instruments. The Company's financial assets measured at amortized cost and subject to the ECL model include cash and cash equivalents, and accounts receivable.
| 8 |
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2025, 2024 and 2023
Expressed in Canadian dollars
| 3. | Material accounting policies (Continued) |
| (c) | Financial instruments (continued) |
| (ii) | Embedded derivatives |
Derivatives may be embedded in other financial instruments (the “host instrument”). Embedded derivatives are treated as separate derivatives when their economic characteristics and risks are not clearly and closely related to those of the host instrument, the terms of the embedded derivative are the same as those of a stand-alone derivative, and the combined contract is not held for trading or designated at fair value. These embedded derivatives are measured at fair value with subsequent changes recognized in profit or loss.
The Company issued warrants exercisable in a currency other than the Company’s functional currency and as a result, the warrants are derivative financial instruments.
Derivative financial instruments are initially recognized at fair value and subsequently measured at fair value with changes in fair value recognized in profit or loss. Transaction costs are recognized in profit or loss as incurred.
| (d) | Cash and cash equivalents |
Cash equivalents include term deposits and money market instruments which are readily convertible into cash or have maturities at the date of purchase of less than ninety days.
| (e) | Property and equipment |
Property and equipment are stated at cost less accumulated depreciation and impairment losses, and are depreciated annually on a declining-balance basis if available-for-use at the following rates:
| Schedule of property, plant and equipment | |
| Furniture, fixtures and other | 20% |
| Computer hardware and software | 30% |
| Geological library | 20% |
| Field equipment | 20% |
| (f) | Exploration and evaluation assets |
The Company is in the exploration stage with respect to any investments it may have in exploration and evaluation assets and, accordingly, follows the practice of capitalizing all costs relating to the acquisition of, exploration for and development of mineral claims to which the Company has rights and crediting all proceeds received from farm-out arrangements or recovery of costs against the cost of the related claims. Acquisition costs include, but are not exclusive to land surface rights acquired. Deferred exploration costs include, but are not exclusive to geological, geophysical studies, annual mining taxes, exploratory drilling and sampling. At such time as commercial production commences, these costs would be charged to profit or loss on a unit-of-production method based on proven and probable reserves. The aggregate costs related to abandoned mineral claims are charged to profit or loss at the time of any abandonment or when it has been determined that there is evidence of an impairment.
| 9 |
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2025, 2024 and 2023
Expressed in Canadian dollars
| 3. | Material accounting policies (Continued) |
The Company considers the following facts and circumstances in determining if it should test exploration and evaluation assets for impairment:
| (i) | the period for which the Company has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed; |
| (ii) | substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned; |
| (iii) | exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and |
| (iv) | sufficient data exists to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation assets is unlikely to be recovered in full from successful development or by sale. |
An impairment charge may be reversed but only to the extent that this does not exceed the original carrying value of the property that would have resulted if no impairment had been recognized. General exploration costs in areas of interest in which the Company has not secured rights are expensed as incurred.
The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain financing to complete development of the properties, and on future production or proceeds of disposition.
The Company recognizes in profit or loss costs recovered on exploration and evaluation assets when amounts received or receivable are in excess of the carrying amount.
Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to development asset within property and equipment.
All capitalized exploration and evaluation expenditures are monitored for indications of impairment.
Where a potential impairment is indicated, assessments are performed for each area of interest. To the extent that exploration expenditure is not expected to be recovered, it is charged to profit or loss. Exploration areas where reserves have been discovered, but require major capital expenditure before production can begin, are continually evaluated to ensure that commercial quantities of reserves exist or to ensure that additional exploration work is underway as planned.
| (g) | Impairment of property and equipment |
Property and equipment are reviewed for impairment at least annually, or if there is any indication that the carrying amount may not be recoverable. If any such indication is present, the recoverable amount of the asset is estimated in order to determine whether impairment exists. Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs.
| 10 |
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2025, 2024 and 2023
Expressed in Canadian dollars
| 3. | Material accounting policies (Continued) |
| (g) | Impairment of property and equipment (continued) |
An asset’s recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value, using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying amount is reduced to the recoverable amount by way of recording an impairment charge to profit or loss. Where an impairment subsequently reverses, the carrying amount is increased to the revised estimate of recoverable amount but only to the extent that this does not exceed the carrying value that would have been determined if no impairment had previously been recognized.
| (h) | Income taxes |
Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to items recognized directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.
A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
| 11 |
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2025, 2024 and 2023
Expressed in Canadian dollars
|
3. | Material accounting policies (Continued) |
| (i) | Share-based payments |
The Company’s stock option plan allows Company employees, directors, officers and consultants to acquire shares of the Company. The fair value of options granted is recognized as share-based payment expense with a corresponding increase in equity reserves. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee.
Fair value is measured at grant date, and each tranche is recognized using the graded vesting method over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option-pricing model, taking into account the terms and conditions upon which the options were granted. At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the actual number of stock options that are expected to vest. In situations where equity instruments are issued to consultants and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at the fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of goods or services received.
| (j) | Share capital |
Proceeds from the exercise of stock options and warrants are recorded as share capital in the amount for which the option or warrant enabled the holder to purchase a share in the Company, in addition to the proportionate amount of reserves originally created at the issuance of the stock options or warrants. Share capital issued for non-monetary consideration is valued at the closing market price at the date of issuance. The proceeds from the issuance of units are allocated between common shares and common share purchase warrants based on the residual value method. Under this method, the proceeds are allocated to common shares based on the fair value of a common share at the announcement date of the unit offering and any residual remaining is allocated to common share purchase warrants.
Certain of the Company’s warrants were exercisable in a currency other than the functional currency of the Company. As a result, the fair value allocated to the warrant was recorded as a derivative financial liability with residual value being attributed to the equity unit. The fair value of the warrant was determined using the Black-Scholes Option Pricing Model and was marked to market at the end of each period. Upon exercise of the warrant, the fair value of the warrant at the date of exercise was transferred to share capital.
| (k) | Reclamation and closure cost obligations |
Decommissioning and restoration provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation and discount rates. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows discounted for the market discount rate.
| 12 |
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2025, 2024 and 2023
Expressed in Canadian dollars
| 3. | Material accounting policies (Continued) |
| (k) | Reclamation and closure cost obligations (continued) |
Over time, the discounted liability is increased for the changes in the present value based on the current market discount rates and liability risks. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount receivable can be measured reliably.
When the Company enters into an option agreement on its exploration and evaluations assets, as part of the option agreement, responsibility for any reclamation and remediation becomes the responsibility of the optionee.
| (l) | Net income (loss) per share |
The Company presents the basic and diluted net loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted net loss per share is determined by adjusting the net loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares (Note 12).
| (m) | Leases |
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement exists, and if the Company has the right to direct the use of the asset. At inception or on reassessment of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative standalone prices.
As a lessee, the Company recognizes a right-of-use asset and a lease liability at the commencement date of a lease. The right-of-use asset is initially measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight line method from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. In addition, the right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
| 13 |
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2025, 2024 and 2023
Expressed in Canadian dollars
| 3. | Material accounting policies (Continued) |
| (m) | Leases (continued) |
A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by the interest rate implicit in the lease, or if that rate cannot be readily determined, the incremental borrowing rate. Lease payments included in the measurement of the lease liability are comprised of:
| · | fixed payments, including in-substance fixed payments, less any lease incentives receivable; |
| · | variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; |
| · | amounts expected to be payable under a residual value guarantee; |
| · | exercise prices of purchase options if the Company is reasonably certain to exercise that option; and |
| · | payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. |
The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, or if there is a change in the estimate or assessment of the expected amount payable under a residual value guarantee, purchase, extension or termination option. Variable lease payments not included in the initial measurement of the lease liability are charged directly to profit or loss.
The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The lease payments associated with these leases are charged directly to profit or loss on a straight-line basis over the lease term.
| (n) | New standards issued and not yet effective |
The following new standards, amendments to standards and interpretations have been issued but are not effective during the year ended December 31, 2025.
On April 9, 2024, the IASB issued a new standard – IFRS 18, “Presentation and Disclosure in Financial Statements” with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to:
| · | the structure of the statement of profit or loss; |
| · | required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (that is, management-defined performance measures); and |
| · | enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. |
IFRS 18 will replace IAS 1; many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will apply for reporting periods beginning on or after January 1, 2027 and also applies to comparative information. Adoption of IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it might change what an entity reports as its ‘operating profit or loss’. The Company is currently assessing the impact the new standard will have on its financial statements.
| 14 |
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2025, 2024 and 2023
Expressed in Canadian dollars
| 4. | Accounts receivable and prepaid expenses |
Accounts receivable and prepaid expenses consist of the following:
| Schedule of accounts receivable and prepaid expenses | ||||||||
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Accounts receivable (Note 11(b)) | $ | 310,294 | $ | 239,265 | ||||
| Prepaid expenses | 21,442 | 54,687 | ||||||
| Total | $ | 331,736 | $ | 293,952 | ||||
At December 31, 2025, the Company has recorded value added taxes of $14,033 (2024 - $53,883) included in exploration and evaluation assets, as the value added tax relates to the Tuligtic project and is expected to be recovered when the asset is sold (Note 7).
| 5. | Right-of-use assets and lease liabilities |
The Company has lease agreements for its headquarter office space in Vancouver, B.C.
One lease containing an extension option exercisable only by the Company was exercised on November 22, 2021. The lease was therefore extended from March 31, 2022 to March 31, 2027. The Company reassessed this significant event as a lease modification and has estimated that the potential future lease payments under the extended lease term would result in an increase in lease liability by $508,799.
The continuity of lease liabilities for the years ended December 31, 2025 and 2024 are as follows:
| Schedule of continuity of lease liabilities | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Opening balance | $ | 277,105 | $ | 377,635 | ||||
| Less: lease payments | (134,394 | ) | (131,095 | ) | ||||
| Interest expense | 20,413 | 30,565 | ||||||
| 163,124 | 277,105 | |||||||
| Less: current portion of lease liabilities | (128,766 | ) | (113,981 | ) | ||||
| Long-term portion of lease liabilities | $ | 34,358 | $ | 163,124 | ||||
The continuity of ROU assets for the years ended December 31, 2025 and 2024 are as follows:
| Schedule of continuity of ROU assets | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Opening balance | $ | 228,875 | $ | 330,597 | ||||
| Less: amortization of ROU assets | (101,722 | ) | (101,722 | ) | ||||
| $ | 127,153 | $ | 228,875 | |||||
| 15 |
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2025, 2024 and 2023
Expressed in Canadian dollars
| 5. | Right-of-use assets and lease liabilities (Continued) |
During the year ended December 31, 2025, the Company recognized occupancy expenses of $50,699 (2024 - $40,318; 2023 - $39,858) related to short term leases.
As at December 31, 2025, the remaining payments for the operating lease are due as follows:
| Schedule of remaining payments for the operating lease | ||||||||||||||||||||||||
| 2026 | 2027 | 2028 | 2029 | 2030 | Total | |||||||||||||||||||
| Office lease | $ | 177,268 | $ | 44,523 | - | - | - | $ | 221,791 | |||||||||||||||
| 6. | Property and equipment |
| Schedule of property, plant and equipment | ||||||||||||||||||||||||||||
| Furniture and fixtures and other | Computer hardware | Computer software | Geological library | Field equipment | Mill equipment | Total | ||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
| Cost | ||||||||||||||||||||||||||||
| December 31, 2024 | 160,941 | 273,135 | 198,981 | 51,760 | 245,647 | 6,568,841 | 7,499,305 | |||||||||||||||||||||
| Additions | - | 24,443 | 3,923 | - | - | 13,214 | 41,580 | |||||||||||||||||||||
| Disposals | - | - | - | - | - | (6,582,055 | ) | (6,582,055 | ) | |||||||||||||||||||
| December 31, 2025 | 160,941 | 297,578 | 202,904 | 51,760 | 245,647 | - | 958,830 | |||||||||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||||||||||
| December 31, 2024 | 155,729 | 261,979 | 195,628 | 51,257 | 240,313 | - | 904,906 | |||||||||||||||||||||
| Depreciation | 1,043 | 4,539 | 1,251 | 100 | 1,067 | - | 8,000 | |||||||||||||||||||||
| December 31, 2025 | 156,772 | 266,518 | 196,879 | 51,357 | 241,380 | - | 912,906 | |||||||||||||||||||||
| Carrying amounts | ||||||||||||||||||||||||||||
| December 31, 2024 | 5,212 | 11,156 | 3,353 | 503 | 5,334 | 6,568,841 | 6,594,399 | |||||||||||||||||||||
| December 31, 2025 | 4,169 | 31,060 | 6,025 | 403 | 4,267 | - | 45,924 | |||||||||||||||||||||
On February 28, 2025, the Company signed a definitive agreement (the “Agreement”) to sell certain assets comprising the Rock Creek Mill for a purchase price of US$9,700,000 (the “Purchase Price”). Closing of the transaction was subject to certain conditions, including completion of a final inspection by the Purchaser. The Purchase Price is payable in certain instalments as follows:
| 1. | US$2,000,000 is due within 14 days of the execution of the Agreement. |
| 2. | US$3,000,000 shall be paid upon verification of transport scheduling. |
| 3. | US$2,000,000 shall be paid following the final inspection. |
| 4. | US$2,700,000 shall be paid when the assets are prepared for shipment, subject to adjustment based on the final inspection. |
15% of the Purchase Price was payable as a commission by Almaden to an equipment sales broker.
| 16 |
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2025, 2024 and 2023
Expressed in Canadian dollars
| 6. | Property and equipment (Continued) |
On July 11, 2025, the Company closed on the sale of the Rock Creek Mill equipment for net proceeds of $11,266,219, after payment of a 15% sales commission of $1,986,948. The carrying value of the equipment was $6,582,055, resulting in a gain on sale of property and equipment of $4,684,164 as recorded on the Consolidated Statements of Comprehensive Income (Loss).
| Furniture and fixtures and other | Computer hardware | Computer software | Geological library | Field equipment | Mill equipment | Total | ||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
| Cost | ||||||||||||||||||||||||||||
| December 31, 2023 | 160,941 | 271,807 | 198,981 | 51,760 | 245,647 | 6,568,841 | 7,497,977 | |||||||||||||||||||||
| Additions | - | 1,328 | - | - | - | - | 1,328 | |||||||||||||||||||||
| December 31, 2024 | 160,941 | 273,135 | 198,981 | 51,760 | 245,647 | 6,568,841 | 7,499,305 | |||||||||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||||||||||
| December 31, 2023 | 154,426 | 257,507 | 194,191 | 51,132 | 238,979 | - | 896,235 | |||||||||||||||||||||
| Depreciation | 1,303 | 4,472 | 1,437 | 125 | 1,334 | - | 8,671 | |||||||||||||||||||||
| December 31, 2024 | 155,729 | 261,979 | 195,628 | 51,257 | 240,313 | - | 904,906 | |||||||||||||||||||||
| Carrying amounts | ||||||||||||||||||||||||||||
| December 31, 2023 | 6,515 | 14,300 | 4,790 | 628 | 6,668 | 6,568,841 | 6,601,742 | |||||||||||||||||||||
| December 31, 2024 | 5,212 | 11,156 | 3,353 | 503 | 5,334 | 6,568,841 | 6,594,399 | |||||||||||||||||||||
| 17 |
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2025, 2024 and 2023
Expressed in Canadian dollars
| 7. | Exploration and evaluation assets |
| Schedule of exploration and evaluation assets | ||||||||
| Tuligtic | December 31, 2025 | December 31, 2024 | ||||||
| Exploration and evaluation assets | $ | $ | ||||||
| Acquisition costs: | ||||||||
| Opening balance | 1 | 1 | ||||||
| Closing balance | 1 | 1 | ||||||
| Deferred exploration costs: | ||||||||
| Opening balance | - | - | ||||||
| Costs incurred during the year | ||||||||
| Professional/technical fees | 90,828 | 154,246 | ||||||
| Travel and accommodation | 1,755 | 35,931 | ||||||
| Supplies and miscellaneous | - | 78,709 | ||||||
| Environmental and permit | 767 | 35,391 | ||||||
| Value-added tax (Note 4) | 14,033 | 53,883 | ||||||
| Refund - Value-added tax | (24,632 | ) | (302,786 | ) | ||||
| Impairment of deferred exploration cost | (82,751 | ) | (55,374 | ) | ||||
| Total deferred exploration costs during the year | - | - | ||||||
| Closing balance | - | - | ||||||
| Total exploration and evaluation assets | 1 | 1 | ||||||
During the year ended December 31, 2025, the Company recorded an impairment of acquisition cost of $Nil 0(2024 - 0$Nil; 2023 - $11,308,720) and deferred exploration costs of $82,751 (2024 - $55,374; 2023 - $52,514,758) with respect to Tuligtic property due to the Mexican government’s action to revoke the Company’s mineral concession title and to prevent any further exploration and development plans on the Tuligtic property.
Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral claims.
The following is a description of the Company’s most significant property interests:
| (a) | Tuligtic |
The Tuligtic property consisted of two mineral concessions which the Company applied for in 2002 and 2008. The mineral concessions were granted in 2003 and 2009, respectively (“the “Concessions”). The Company held a 100% interest in the Concessions subject to a 2.0% NSR royalty held by Almadex Minerals Ltd (‘’Almadex”). The Concessions covered approximately 14,000 Ha, including certain endowed lands of the Ejido Tecoltemi, which comprise approximately 330 Ha. The Concessions were located in Puebla State, Mexico and underpinned the discovery made by the Company in 2010, referred to as “Ixtaca”.
In 2015, the Ejido Tecoltemi initiated a lawsuit against the Mexican government (President, Congress, Ministry of Economy, Directorate of Mines, Mining Registry Office) asserting that the Mexican mining law is unconstitutional because it fails to include provisions requiring consultation of indigenous communities before granting mineral titles. This lawsuit ultimately came before Mexico’s Supreme Court (“SCJN”), and in early 2022, the SCJN ruled that the Mexican mineral title law is constitutional, but that the Ministry of Economy (“Economia”) should have provided for a consultation procedure with relevant indigenous communities prior to issuing the Concessions to the Company. The SCJN ordered Economia to declare the Concessions insubsistentes, or “ineffective” and to conduct indigenous consultation prior to re-instating them.
| 18 |
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2025, 2024 and 2023
Expressed in Canadian dollars
| 7. | Exploration and evaluation assets (Continued) |
| (a) | Tuligtic (continued) |
In July, 2022 the Company announced that Economia notified Almaden that the Concessions were “ineffective”. The Company understood that the mineral rights at Tuligtic were preserved for the Company, but that Almaden was not allowed to engage in exploration, until such time as Economia completed its court-ordered process to properly issue the Concessions after conducting indigenous consultation in the area covered by the mineral title applications.
However, on February 22, 2023, Economia made a submission to Mexican courts seeking to deny the two mineral title applications which were first made by Almaden in 2002 and 2008 (the “Submission”). The Submission claimed that the applications contain technical faults, despite Economia’s previous statements to the contrary and its acceptance of the mineral title applications and grant of the Concessions in 2003 and 2009.
During the year ended December 31, 2024, the Company submitted a claim for arbitration under the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (“CPTPP”) (Note 18). Almaden alleges that Mexico has breached its obligations under the CPTPP through actions which blocked the development of the Ixtaca project and ultimately retroactively terminated the Company’s mineral concessions, causing the loss of the Company’s investments in Mexico.
| (b) | Other |
Expenditures incurred by the Company in Mexico are subject to Mexican Value added tax (“VAT”). The VAT is included in exploration and evaluation assets as incurred. Under Mexican law, VAT paid can be used in the future to offset amounts resulting from VAT charged on sales. Under certain circumstances and subject to approval from tax authorities, A Company can also apply for an early refund of VAT prior to generating sales. During 2025, the Company received a VAT recovery of $24,632 (2024 - $302,786; 2023 - $561,086) and other income of $7,159 (2024 - $83,660; 2023 - $173,876) related to a VAT refund from prior years which is recorded in interest and other income.
| 8. | Gold loan payable and gold in trust |
The Company has entered into a secured gold loan agreement (“Gold Loan”) with Almadex or the “Lender” pursuant to which Almadex has agreed to loan up to 1,597 ounces of gold bullion to the Company. The approximate value of this gold as at May 14, 2019 was USD$2,072,060 or $2,790,858.
Under the terms of the Gold Loan, the Company will be entitled to draw-down the gold in minimum 400 ounce tranches. At any given time, the amount of gold ounces drawn multiplied by the London Bullion Market Association (“LBMA”) AM gold price in US dollars, plus any accrued interest or unpaid fees, shall constitute the Loan Value.
| 19 |
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2025, 2024 and 2023
Expressed in Canadian dollars
| 8. | Gold loan payable and gold in trust (Continued) |
The maturity date for the Gold Loan was March 31, 2024, and can be extended by two years 2 at the discretion of the Company (the “Term”). Repayment of the Loan Value shall be made either through delivery of that amount of gold drawn, or through the issuance of common shares of the Company (“Shares”), according to the Lender’s discretion. Mandatory prepayment shall be required in the event that the Company’s Ixtaca gold-silver project located in Puebla State, Mexico (the “Ixtaca Project”) enters into commercial production during the Term, requiring the Company to deliver 100 gold ounces per month to the Lender. In addition, the Company has the right to pre-pay the Loan Value at any time without penalty, in either gold bullion or Shares as chosen by the Lender, and the Lender has the right to convert the Loan Value into Shares at any time during the Term. The conversion rate is equal to 95% of the 5 trading day volume weighted average price of the Share on the Toronto Stock Exchange or an equivalent at that time.
The annual interest rate of the Gold Loan is 10% of the loan value at drawdown date, calculated monthly, paid in arrears. Interest payments can either be accrued to the Loan Value, or paid by the Company in cash or gold bullion. A standby fee of 1% per annum, accrued quarterly, will be applied to any undrawn amount on the Gold Loan.
In addition, the Company issued Almadex 500,000 transferable share purchase warrants (“Warrants”), with an exercise price of $1.50 per Share and expiry date of May 14, 2024 as an arrangement fee to cover the administrative costs of setting up the credit facility. These warrants were valued at $50,000 using the Black-Scholes option-pricing model with the following assumptions: expected life of five years, risk-free interest rate of 1.54%, expected dividend yield of 0% and expected volatility of 44.25%.
Security for the loan is certain equipment related to the Rock Creek Mill, which is not required for the Ixtaca Project. The Gold Loan includes industry standard provisions in the event of default, material breach and change of control.
The Gold Loan was recorded at fair value at inception and is subsequently measured at fair value through profit or loss plus accrued interest at 10% per annum. Fair value is based on market price of gold at the end of each reporting period.
On March 12, 2024, the Company formally notified the Lender to extend the maturity date of the Gold Loan from March 31, 2024 to March 31, 2026. On June 26, 2024, the Gold Loan was amended by both the Borrower and the Company in connection with its Ixtaca Project and to extend the maturity date from March 31, 2026 to March 31, 2030. The amendment resulted in a substantial modification of the Gold Loan; accordingly the Company derecognized the existing liability and recognized the new liability at fair value, resulting in a loss on substantial modification of $372,941.
Upon maturity date, at the discretion of the Lender, Almadex still has the right to convert the Loan Value into Shares at the same conversion rate. However, the maximum number of Shares issuable is at 13,722,000 Shares. If any additional payments are required, the balance of the Loan Value shall be paid by gold bullion.
During the year ended December 31, 2025, the Company notified Almadex of its intention to make an early repayment of the outstanding Gold Loan. The gold Loan Value was fixed as of May 13, 2025 with the total outstanding loan balance including accrued interest and standby fees, determined to be US$5,194,354 (the “Loan Amount”). Under the agreement, Almaden was to repay the Loan Amount by physical delivery of gold bullion of 99.99% purity to Almadex, with such delivery occurring following Almaden’s receipt of the final payment from the sale of its Rock Creek mill pursuant to the purchase agreement dated February 28, 2025 (Note 7). The amount of borrowed gold to be delivered was to be determined based on the prevailing London Bullion Market Association AM gold price in U.S. dollars on the business day prior to the settlement date. In addition to the borrowed gold, Almaden was to return the undrawn portion of the Gold Loan, comprising 397 ounces of gold bullion.
| 20 |
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2025, 2024 and 2023
Expressed in Canadian dollars
| 8. | Gold loan payable and gold in trust (Continued) |
On July 17, 2025, the Company completed the repayment of the Gold Loan to Almadex pursuant to the secured gold loan agreement. The repayment involved the return to Almadex of 397 ounces of gold which were not drawn under the Gold Loan, plus the payment of US$5,194,354 through the delivery to Almadex of approximately 1,553 ounces of 99.99% purity physical gold bullion, as described above.
The continuity of gold loan payable is as follows:
| Schedule of gold loan payable | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Gold loan payable – opening balance | $ | 8,128,263 | $ | 5,659,118 | ||||
| Interest and standby fees expense | 114,262 | 295,551 | ||||||
| Fair value adjustments | 1,121,669 | 1,199,904 | ||||||
| Loss on derecognition | - | 372,941 | ||||||
| Foreign exchange difference | (402,803 | ) | 600,749 | |||||
| Repayment of gold loan payable | (8,961,391 | ) | - | |||||
| Gold loan payable – closing balance | $ | - | $ | 8,128,263 | ||||
At December 31, 2025, Almaden has 0 nil ounces (397 ounces at December 31, 2024) of gold bullion on its account at a fair value of $ 0 Nil ($1,491,281 at December 31, 2024).
The continuity of gold in trust is as follows:
| Schedule of gold in trust | ||||||||||||||||
| December 31, 2025 | December 31, 2024 | |||||||||||||||
| Ounces | $ | Ounces | $ | |||||||||||||
| Gold in trust, opening balance | 397 | 1,491,281 | 397 | 1,082,801 | ||||||||||||
| Change in fair value through profit & loss | - | 405,821 | - | 293,695 | ||||||||||||
| Foreign exchange difference | - | (79,506 | ) | - | 114,785 | |||||||||||
| Repayment of gold loan payable | (397 | ) | (1,817,596 | ) | ||||||||||||
| - | - | 397 | 1,491,281 | |||||||||||||
| 9. | Warrant liability |
In connection with the registered direct offering private placement completed during the year ended December 31, 2021, the Company issued a total of 7,923,077 warrants exercisable at US$0.80 per share. The fair value of these warrants on issuance was $2,371,174, valued using the Black-Scholes option-pricing model with the following assumptions:
| Schedule of warrant assumptions | |
| Risk-free interest rate | 0.53% |
| Expected life of warrants | 3.00 years |
| Expected annualized volatility | 72.42% |
| Dividend | Nil |
| Forfeiture rate | 0% |
| 21 |
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2025, 2024 and 2023
Expressed in Canadian dollars
| 9. | Warrant liability (Continued) |
The fair value is recorded as a derivative financial liability as these warrants are exercisable in US dollars, differing from the Company’s functional currency. The change in fair value resulted in an unrealized gain of 0$Nil (December 31, 2024 - 0$Nil; December 31, 2023 - $102,787) and is recognized in the consolidated statements of comprehensive income (loss) for the year ended December 31, 2024. The warrants expired on March 18, 2024.
| 10. | Share capital and reserves |
| (a) | Authorized share capital |
At December 31, 2025, the authorized share capital comprised an unlimited number of common shares. The common shares do not have a par value. All issued shares are fully paid.
| (b) | Details of other issues of common shares in 2025, 2024 and 2023 |
During the year-ended December 31, 2025, 50,000 stock options were exercised at a price of $0.16 for a proceed of $8,000 and the total number of shares issued in connection with the cashless exercise of options was 91,773.
There were no share issuances during the years-ended December 31, 2024 and 2023.
| (c) | Warrants |
There were no warrants for the year ended December 31, 2025. The continuity of warrants for the years ended December 31, 2024 and 2023 are as follows:
| Schedule of Continuity of Warrants | ||||||||||||||||||||||
| Exercise | December 31, | December 31, | ||||||||||||||||||||
| Expiry date | price | 2023 | Issued | Exercised | Expired | 2024 | ||||||||||||||||
| March 18, 2024 | USD$0.80 | 7,923,077 | - | - | (7,923,077 | ) | - | |||||||||||||||
| March 18, 2024 | USD$0.80 | 435,769 | - | - | (435,769 | ) | - | |||||||||||||||
| May 14, 2024 | $1.50 | 500,000 | - | - | (500,000 | ) | - | |||||||||||||||
| Warrants outstanding and exercisable | 8,858,846 | - | - | (8,858,846 | ) | - | ||||||||||||||||
| Weighted average exercise price | $ | 1.08 | - | - | $ | 1.08 | - | |||||||||||||||
The weighted average remaining life of warrants outstanding at December 31, 2024 was nil years (2023 – 0.22 years).
| Exercise | December 31, | December 31, | ||||||||||||||||||||
| Expiry date | price | 2022 | Issued | Exercised | Expired | 2023 | ||||||||||||||||
| March 27, 2023 | $0.50 | 5,489,658 | - | - | (5,489,658 | ) | - | |||||||||||||||
| August 6, 2023 | $0.90 | 3,100,000 | - | - | (3,100,000 | ) | - | |||||||||||||||
| March 18, 2024 | USD$0.80 | 7,923,077 | - | - | - | 7,923,077 | ||||||||||||||||
| March 18, 2024 | USD$0.80 | 435,769 | - | - | - | 435,769 | ||||||||||||||||
| May 14, 2024 | $1.50 | 500,000 | - | - | - | 500,000 | ||||||||||||||||
| Warrants outstanding and exercisable | 17,448,504 | - | - | (8,589,658 | ) | 8,858,846 | ||||||||||||||||
| Weighted average exercise price | $ | 0.88 | - | - | $ | 0.64 | $ | 1.08 | ||||||||||||||
| 22 |
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2025, 2024 and 2023
Expressed in Canadian dollars
| 10. | Share capital and reserves (Continued) |
| (d) | Share purchase option compensation plan |
The Company’s stock option plan permits the issuance of options up to a maximum of 10% of the Company’s issued share capital. Stock options issued to any consultant or person providing investor relations services cannot exceed 2% of the issued and outstanding common shares in any twelve month period. At December 31, 2025, the Company had reserved 2,101,318 stock options that may be granted. The exercise price of any option cannot be less than the volume weighted average trading price of the shares for the five trading days immediately preceding the date of the grant.
The maximum term of all options is five years. The Board of Directors determines the term of the option (to a maximum of five years) and the time during which any option may vest. Options granted to consultants or persons providing investor relations services shall vest in stages with no more than 25% of such option being exercisable in any three month period. All options granted during the years ended December 31, 2025, 2024 and 2023 vested on the grant date.
The Company’s stock option plan permits the option holder to exercise cashless by surrendering a portion of the underlying option shares to pay for the exercise price and the corresponding withholding taxes, if applicable.
The continuity of stock options for the years ended December 31, 2025, 2024 and 2023 are as follows:
| Schedule of Share options | ||||||||||||||||||||||||
| Expiry date | Exercise price | December 31, 2024 | Granted | Exercised | Forfeited | December 31, 2025 | ||||||||||||||||||
| March 7, 2027 | $ | 0.38 | 1,000,000 | - | - | - | 1,000,000 | |||||||||||||||||
| June 10, 2027 | $ | 0.33 | 3,375,000 | - | - | (265,000 | ) | 3,110,000 | ||||||||||||||||
| October 4, 2027 | $ | 0.30 | 755,000 | - | - | - | 755,000 | |||||||||||||||||
| December 16, 2027 | $ | 0.33 | 855,000 | - | - | (15,000 | ) | 840,000 | ||||||||||||||||
| February 14, 2028 | $ | 0.30 | 600,000 | - | - | - | 600,000 | |||||||||||||||||
| April 3, 2028 | $ | 0.26 | 1,575,000 | - | - | - | 1,575,000 | |||||||||||||||||
| July 10, 2028 | $ | 0.16 | 2,470,000 | - | (550,000 | )(i) | - | 1,920,000 | ||||||||||||||||
| September 19, 2028 | $ | 0.18 | 1,035,000 | - | - | - | 1,035,000 | |||||||||||||||||
| August 9, 2030 | $ | 0.25 | - | 800,000 | - | - | 800,000 | |||||||||||||||||
| Options outstanding and exercisable | 11,665,000 | 800,000 | (550,000 | ) | (280,000 | ) | 11,635,000 | |||||||||||||||||
| Weighted average exercise price | $ | 0.27 | $ | 0.25 | $ | 0.16 | $ | 0.33 | $ | 0.27 | ||||||||||||||
In accordance with the Company’s stock option plan, the option holder exercised 500,000 stock options on a cashless basis at an exercise price of $0.22 resulting in the issuance of 91,773 shares. In addition, 50,000 stock options were exercised at a price of $0.16 for a proceed of $8,000.
The weighted average remaining life of stock options outstanding at December 31, 2025 was 2.13 years (2024 – 2.97 years).
| 23 |
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2025, 2024 and 2023
Expressed in Canadian dollars
| 10. | Share capital and reserves (Continued) |
| (d) | Share purchase option compensation plan |
| Expiry date | Exercise price | December 31, 2023 | Granted | Exercised | Forfeited | December 31, 2024 | ||||||||||||||||||
| March 7, 2027 | $ | 0.38 | 1,125,000 | - | - | (125,000 | ) | 1,000,000 | ||||||||||||||||
| June 10, 2027 | $ | 0.33 | 3,640,000 | - | - | (265,000 | ) | 3,375,000 | ||||||||||||||||
| October 4, 2027 | $ | 0.30 | 755,000 | - | - | - | 755,000 | |||||||||||||||||
| December 16, 2027 | $ | 0.33 | 855,000 | - | - | - | 855,000 | |||||||||||||||||
| February 14, 2028 | $ | 0.30 | 600,000 | - | - | - | 600,000 | |||||||||||||||||
| April 3, 2028 | $ | 0.26 | 1,975,000 | - | - | (400,000 | ) | 1,575,000 | ||||||||||||||||
| July 10, 2028 | $ | 0.16 | 2,520,000 | - | - | (50,000 | ) | 2,470,000 | ||||||||||||||||
| September 19, 2028 | $ | 0.18 | 1,035,000 | - | - | - | 1,035,000 | |||||||||||||||||
| Options outstanding and exercisable | 12,505,000 | - | - | (840,000 | ) | 11,665,000 | ||||||||||||||||||
| Weighted average exercise price | $ | 0.27 | - | - | $ | 0.29 | $ | 0.27 | ||||||||||||||||
The weighted average remaining life of stock options outstanding at December 31, 2024 was 2.97 years (2023 – 3.96 years).
| Expiry date | Exercise price | December 31, 2022 | Granted | Exercised | Expired | December 31, 2023 | ||||||||||||||||||
| February 9, 2023 | $ | 0.97 | 350,000 | - | - | (350,000 | ) | - | ||||||||||||||||
| March 3, 2023 | $ | 0.96 | 250,000 | - | - | (250,000 | ) | - | ||||||||||||||||
| March 31, 2023 | $ | 0.68 | 1,975,000 | - | - | (1,975,000 | ) | - | ||||||||||||||||
| May 8, 2023 | $ | 0.69 | 100,000 | - | - | (100,000 | ) | - | ||||||||||||||||
| May 28, 2023 | $ | 0.65 | 100,000 | - | - | (100,000 | ) | - | ||||||||||||||||
| July 8, 2023 | $ | 0.62 | 2,420,000 | - | - | (2,420,000 | ) | - | ||||||||||||||||
| September 18, 2023 | $ | 0.51 | 960,000 | - | - | (960,000 | ) | - | ||||||||||||||||
| March 7, 2027 | $ | 0.38 | 1,125,000 | - | - | - | 1,125,000 | |||||||||||||||||
| June 10, 2027 | $ | 0.33 | 3,640,000 | - | - | - | 3,640,000 | |||||||||||||||||
| October 4, 2027 | $ | 0.30 | 755,000 | - | - | - | 755,000 | |||||||||||||||||
| December 16, 2027 | $ | 0.33 | 855,000 | - | - | - | 855,000 | |||||||||||||||||
| February 14, 2028 | $ | 0.30 | - | 600,000 | - | - | 600,000 | |||||||||||||||||
| April 3, 2028 | $ | 0.26 | - | 1,975,000 | - | - | 1,975,000 | |||||||||||||||||
| July 10, 2028 | $ | 0.16 | - | 2,520,000 | - | - | 2,520,000 | |||||||||||||||||
| September 19, 2028 | $ | 0.18 | - | 1,035,000 | - | - | 1,035,000 | |||||||||||||||||
| Options outstanding and exercisable | 12,530,000 | 6,130,000 | - | (6,155,000 | ) | 12,505,000 | ||||||||||||||||||
| Weighted average exercise price | $ | 0.49 | $ | 0.21 | - | $ | 0.66 | $ | 0.27 | |||||||||||||||
The fair value of options granted during the years ended December 31, 2025 and 2023, calculated using the Black-Scholes option-pricing model at grant date, are as follows:
| 24 |
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2025, 2024 and 2023
Expressed in Canadian dollars
| 10. | Share capital and reserves (Continued) |
| (d) | Share purchase option compensation plan (Continued) |
| Schedule of share option fair value assumptions | ||||||||||||
| Number of options | Date of grant | Fair value per share | Risk free interest rate | Expected life (in years) | Expected volatility | Expected dividends | ||||||
| 800,000 | August 11, 2025 | $0.16 | 2.93% | 5 | 79.83% | $Nil | ||||||
| 1,035,000 | September 19, 2023 | $0.10 | 3.96% | 5 | 71.15% | $Nil | ||||||
| 2,520,000 | July 10, 2023 | $0.12 | 3.81% | 5 | 70.98% | $Nil | ||||||
| 1,975,000 | April 3, 2023 | $0.15 | 2.87% | 5 | 68.52% | $Nil | ||||||
| 600,000 | February 13, 2023 | $0.18 | 3.43% | 5 | 68.61% | $Nil |
Total share-based payments expenses as a result of options granted and vested during the year ended December 31, 2025 was $128,000 (2024 - $ 0 Nil; 2023 - $810,150).
| 11. | Related party transactions and balances |
| (a) | Compensation of key management personnel |
Key management includes members of the Board, the Chair, the Vice Chair (formerly President and Chief Executive Officer), the President and Chief Executive Officer (formerly Executive VP) and the Chief Financial Officer. The net aggregate compensation paid or payable to key management for services after recovery from Azucar Minerals Ltd. (Azucar) and Almadex (Note 11 (b)) is as follows:
| Schedule of related party payments | ||||||||||||
| December 31, | December 31, | December 31, | ||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Professional fees | $ | - | $ | - | $ | 50,588 | ||||||
| Salaries and benefits | 490,108 | 271,250 | 398,307 | (1) | ||||||||
| Share-based payments | 128,000 | - | 702,000 | |||||||||
| Directors’ fees | 52,500 | 120,000 | 140,000 | |||||||||
| Total | $ | 670,608 | $ | 391,250 | $ | 1,290,895 | ||||||
| (1) | As at December 31, 2023, the Company accrued cash bonuses to related parties of $112,894 that is included in trade and other payables. |
| (b) | Administrative Services Agreements |
The Company recovers a portion of rent, office and license expenses from Azucar pursuant to an Administrative Services Agreement dated May 15, 2015 and First Amending Agreement dated December 16, 2015 between the Company and Azucar.
The Company also recovers a portion of rent, office and license expenses from Almadex pursuant to an Administrative Services Agreement dated March 29, 2018 between the Company and Almadex.
During the year ended December 31, 2025, the Company received $168,900 (2024 - $117,868; 2023 - $75,853) from Azucar for administrative services fees included in other income and received $1,066,898 (2024 - $1,040,186; 2023 - $1,346,494) from Almadex for administrative services fees.
At December 31, 2025, included in accounts receivable is $33,584 (2024 - $29,170) due from Azucar and $243,211 (2024 - $193,155) due from Almadex in relation to expense recoveries.
| 25 |
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2025, 2024 and 2023
Expressed in Canadian dollars
| 11. | Related party transactions and balances (Continued) |
| (b) | Administrative Services Agreements (continued) |
Under the Administrative Services Agreements, the Company is the sole and exclusive manager of Azucar and Almadex that provides general management services, office space, executive personnel, human resources, geological technical support, accounting and financial services at cost with no mark-up or additional direct charge. The three companies are considered related parties though common officers.
| (c) | Other related party transactions |
During the year ended December 31, 2025, the Company employed the Chair’s daughter for a salary of $41,300 less statutory deductions (2024 - $41,300; 2023 - $45,300) for marketing and administrative services provided to the Company.
| 12. | Net income (loss) per share |
Basic and diluted net income (loss) per share
The calculation of basic net income per share for the year ended December 31, 2025 was based on the income attributable to common shareholders of $2,989,046 (2024 – Net loss of $2,875,061; 2023 – Net loss of $64,148,145 – Revised – Note 19) and a weighted average number of common shares outstanding of 137,301,467 (2024 - 137,221,408; 2023 - 137,221,408).
The calculation of diluted net income per share for the year ended December 31, 2025 includes a weighted average number of common shares outstanding of 137,798,295, adjusted for the effects of all dilutive potential common shares, which comprises 496,828 stock options and nil warrants.
The calculation of diluted net loss per share for the year ended December 31, 2024 and 2023 did not include the effect of stock options and warrants, as they were considered to be anti-dilutive.
| 13. | Supplemental cash flow information |
Supplemental information regarding non-cash transactions is as follows:
| Schedule of supplemental information | ||||||||||||
| Investing and financing activities | December 31, 2025 | December 31, 2024 | December 31, 2023 | |||||||||
| Fair value of cash stock options transferred to share capital on exercise of options | $ | 6,000 | $ | - | $ | - | ||||||
| Fair value of cashless stock options transferred to share capital on exercise of options | 60,000 | - | - | |||||||||
| 26 |
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2025, 2024 and 2023
Expressed in Canadian dollars
| 13. | Supplemental cash flow information (Continued) |
Supplemental information regarding the split between cash and cash equivalents is as follows:
| Schedule of supplemental information of cash and cash equivalents | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Cash | $ | 588,757 | $ | 785,180 | ||||
| Term Deposits | 5,582,400 | 2,370,570 | ||||||
| Total cash and cash equivalents | $ | 6,171,157 | $ | 3,155,750 | ||||
| 14. | Income Taxes |
| (a) | The provision for income taxes differs from the amounts computed by applying the Canadian statutory rates to the net loss before income taxes due to the following: |
| Schedule of deferred income taxes | ||||||||||||
| December 31, 2025 | December 31, 2024 | December 31, 2023 (Revised - Note 19) | ||||||||||
| Loss before income taxes | $ | (2,989,046 | ) | $ | (2,875,061 | ) | $ | (67,238,353 | ) | |||
| Statutory rate | 27.00 | % | 27.00 | % | 27.00 | % | ||||||
| Expected income tax | 807,042 | (776,266 | ) | (18,154,355 | ) | |||||||
| Effect of different tax rates in foreign jurisdictions | (73,027 | ) | 81,680 | (2,005,959 | ) | |||||||
| Non-deductible share-based payments | 34,560 | - | 218,741 | |||||||||
| Other permanent items | 1,473,597 | 1,192,232 | 2,627,256 | |||||||||
| Change in deferred tax assets not recognized | (1,382,516 | 14,075,010 | 15,403,428 | |||||||||
| True-ups and other | (859,656 | ) | (14,572,656 | ) | (1,179,319 | ) | ||||||
| Deferred income tax (recovery) expense | $ | - | $ | - | $ | (3,090,208 | ) | |||||
| (b) | The Company’s deferred income tax liability relates to the Mexican income tax and Special Mining Duty (“SMD”) associated with the Tuligtic project. |
The significant components of deferred income tax assets (liabilities) are as follows:
| Schedule of deferred tax assets and liabilities | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Deferred tax assets | ||||||||
| Exploration and evaluation assets | $ | 1,434,880 | $ | 1,434,880 | ||||
| Deferred tax liabilities | ||||||||
| Exploration and evaluation assets | (1,434,880 | ) | (1,434,880 | ) | ||||
| Net deferred tax liabilities | $ | - | $ | - | ||||
| 27 |
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2025, 2024 and 2023
Expressed in Canadian dollars
| 14. | Income Taxes (Continued) |
| (c) | Deductible temporary differences, unused tax losses and unused tax credits for which no deferred tax assets have been recognized are attributable to the following: |
| Schedule of deductible temporary differences | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Non-capital loss carry forwards | $ | 32,917,402 | $ | 30,040,477 | ||||
| Capital loss carry forwards | 23,360,422 | 23,360,422 | ||||||
| Exploration and evaluation assets | 38,502,102 | 38,752,879 | ||||||
| Share issue costs | - | 245,674 | ||||||
| Property and equipment | 341,376 | 7,719,565 | ||||||
| Donations | 32,960 | 32,960 | ||||||
| Investment tax credit | 223,873 | 223,873 | ||||||
| $ | 95,378,135 | $ | 100,375,850 | |||||
At December 31, 2025, the Company had operating loss carry forwards available for tax purposes in Canada of $32,785,599 (2024 - $29,055,033) which expire between 2032 and 2045 and in Mexico of $131,803 (2024 - $985,444) which expire between 2025 and 2026.
| 15. | Financial instruments |
The fair values of the Company’s cash and cash equivalents, accounts receivable and trade and other payables approximate their carrying values because of the short-term nature of these instruments.
The Company does not carry any financial instruments at FVTPL.
The Company is exposed to certain financial risks, including currency risk, credit risk, liquidity risk, interest rate risk and commodity and equity price risk.
| (a) | Currency risk |
The Company’s property interests in Mexico make it subject to foreign currency fluctuations and inflationary pressures which may adversely affect the Company’s financial position, results of operations and cash flows. The Company is affected by changes in exchange rates between the Canadian dollar, the US dollar and the Mexican peso. The Company does not invest in foreign currency contracts to mitigate the risks.
As at December 31, 2025, the Company is exposed to foreign exchange risk through the following monetary assets and liabilities denominated in currencies other than the functional currency of the applicable subsidiary:
| 28 |
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2025, 2024 and 2023
Expressed in Canadian dollars
| 15. | Financial instruments (Continued) |
| (a) | Currency risk (continued) |
| Schedule of assets and liabilities | ||||||||
| All amounts in Canadian dollars | US dollar | Mexican peso | ||||||
| Cash and cash equivalents | $ | 5,773,615 | $ | 76,626 | ||||
| Accounts receivable and prepaid expenses | 32,593 | 264 | ||||||
| Total assets | $ | 5,806,208 | $ | 76,890 | ||||
| Trade and other payables | $ | - | $ | 7,623 | ||||
| Total liabilities | $ | - | $ | 7,623 | ||||
| Net assets | $ | 5,806,208 | $ | 69,267 | ||||
A 10% change in the US dollar exchange rate relative to the Canadian dollar would change the Company’s net loss by $580,000.
A 10% change in the Mexican peso relative to the Canadian dollar would change the Company’s net loss by $7,000.
| (b) | Credit risk |
The Company’s cash and cash equivalents are held in large financial institutions, located in both Canada and Mexico. Cash equivalents mature at less than ninety days during the twelve months following the statement of financial position date. The Company’s accounts receivable consists of amounts due from related parties which are subsequently collected.
To mitigate exposure to credit risk on cash and cash equivalents, the Company has established policies to limit the concentration of credit risk with any given banking institution where the funds are held, to ensure counterparties demonstrate minimum acceptable credit risk worthiness and ensure liquidity of available funds.
As at December 31, 2025, the Company’s maximum exposure to credit risk is the carrying value of its cash and cash equivalents, and accounts receivable.
| (c) | Liquidity risk |
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure. Liquidity risk is considered low as the Company has sufficient cash and cash equivalent to meet its current liabilities.
Trade and other payables are due within twelve months of the statement of financial position date.
| 29 |
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2025, 2024 and 2023
Expressed in Canadian dollars
| 15. | Financial instruments (Continued) |
| (d) | Interest rate risk |
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to varying interest rates on cash and cash equivalents. The Company has no debt bearing variable interest rate.
A 1% change in the interest rate would change the Company’s net loss by $62,000.
| (e) | Commodity and equity price risk |
The ability of the Company to explore its exploration and evaluation assets and the future profitability of the Company are directly related to the market price of gold and other precious metals. The Company monitors gold prices to determine the appropriate course of action to be taken by the Company. Equity price risk is defined as the potential adverse impact on the Company’s performance due to movements in individual equity prices or general movements in the level of the stock market.
A 1% change in the commodity price would change the Company’s net loss by $Nil.
| (f) | Classification of financial instruments |
IFRS 13 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value as follows:
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The following table sets forth the Company’s financial assets and liabilities measured at fair value by level within the fair value hierarchy.
| Schedule of assets and liabilities at fair value | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| December 31, 2025 | $ | $ | $ | $ | ||||||||||||
| Gold loan payable | - | - | - | - |
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| December 31, 2024 | $ | $ | $ | $ | ||||||||||||
| Gold loan payable | 8,128,263 | - | - | 8,128,263 | ||||||||||||
| 30 |
Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2025, 2024 and 2023
Expressed in Canadian dollars
| 16. | Management of capital |
The Company considers its capital to consist of components of equity. The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration of its exploration and evaluation assets and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.
The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares and, acquire or dispose of assets.
In order to maximize ongoing exploration efforts, the Company does not pay out dividends. The Company’s investment policy is to invest its short-term excess cash in highly liquid short-term interest-bearing investments with short term maturities, selected with regards to the expected timing of expenditures from continuing operations.
The Company expects its current capital resources will be sufficient to carry its exploration plans and operations for the foreseeable future. There were no changes to the Company’s approach to the management of capital during the period. The Company has no externally imposed capital requirements.
| 17. | Segmented information |
The Company operates in one reportable operating segment, being the acquisition and exploration of mineral resource properties.
The Company’s non-current assets are located in the following geographic locations:
| Schedule of non-current Assets | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Canada | $ | 184,514 | $ | 265,626 | ||||
| United States | - | 6,568,840 | ||||||
| Mexico | 5,931 | 6,176 | ||||||
| $ | 190,445 | $ | 6,840,642 | |||||
| 18. | Commitments and Contingencies |
ICSID Arbitration
During the year ended December 31, 2024, the Company formally commenced international arbitration proceedings against the United Mexican States (“Mexico”) under the CPTPP, by filing a Request for Arbitration. Almaden is pursuing this arbitration together with Almadex, on behalf of themselves and their Mexican subsidiaries. Through a subsidiary, Almadex held a 2% net smelter return royalty on the Ixtaca project.
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Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2025, 2024 and 2023
Expressed in Canadian dollars
| 18. | Commitments and Contingencies (Continued) |
ICSID Arbitration (continued)
The international arbitration claim against Mexico will be prosecuted pursuant to the established and enforceable legal framework of the International Centre for Settlement of Investment Disputes (“ICSID”) as Mexico terminated the Company’s mineral concessions. The Company has appointed a quantum expert to prepare a professional damages assessment for review by the arbitration tribunal.
In September 2025, the tribunal established a procedural schedule for the arbitration. Mexico filed its counter-memorial in December 2025, and hearings are currently scheduled for December 2026.
As arbitration proceedings are ongoing, the Company cannot determine the likelihood of succeeding in collecting any amount, as such it has not accrued any amounts in the consolidated financial statements with respect to this claim.
Litigation management agreement
On June 26, 2024, the Company agreed with Almadex and its Mexican subsidiary to streamline the management of the arbitration proceedings by entering into a Litigation Management Agreement (“LMA”). Under the LMA, Almaden will bear the up-front costs of the arbitration and provide overall direction to the arbitration process for itself and its subsidiaries, as well as Almadex and its subsidiaries, with certain limitations. Almadex will remain a party to the arbitration and continue in its cooperation and support of the process.
Should the arbitration proceedings result in an award of damages, the pro rata portion of those damages, if any, which may be attributable to Almadex from the 2.0% NSR royalty it held on the Ixtaca project will be determined. Almadex’s award will consist of this pro rata portion, less its pro-rata share of the costs of pursuing the legal claims, including the financing costs (the “Almadex Award”). Almadex will compensate Almaden in the amount of 10% of the Almadex Award in exchange for managing the claim proceedings.
Litigation funding agreement
On June 26, 2024, the Company entered into a litigation funding agreement (the “LFA”) with a leading legal finance provider (the “Funder”). The LFA provides up to US$9.5 million in non-recourse funding for the Company to pursue its international arbitration proceedings (the “Claims”) against Mexico under the CPTPP. This funding is expected to cover all legal, tribunal and external expert costs of the legal claims, as well as some corporate operating expenses as may be required. The funding is repayable in the event that a damages award is recovered from Mexico, with such repayment being a contingent entitlement to those damages.
As at December 31, 2025, the Funder had disbursed a total of US$4,000,000 to the Claim. (December 31, 2024 - US$1,500,000). Should the Claim result in the receipt of a damages award, the Funder shall be entitled to the return of its funding capital outlay, plus a contingent entitlement to the damages award.
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Almaden Minerals Ltd.
Notes to the consolidated financial statements
For the years ended December 31, 2025, 2024 and 2023
Expressed in Canadian dollars
| 19. | Revisions |
During the preparation of the 2024 year end consolidated financial statement, the Company identified an error in the valuation of the gold loan. The Company identified that the table below summarizes the revised consolidated financial statements for December 31, 2023:
| Schedule of revised consolidated financial statements | ||||||||||||
| 2023 | As previously stated | Adjustments | As revised | |||||||||
| Consolidated Statements of Financial Position | ||||||||||||
| Gold loan payable | 4,371,546 | 1,287,572 | 5,659,118 | |||||||||
| Derivative liability | 108,830 | (108,830 | ) | - | ||||||||
| Deficit | (157,391,582 | ) | (1,178,742 | ) | (158,570,324 | ) | ||||||
| Consolidated statements of loss and comprehensive loss | ||||||||||||
| Other items | ||||||||||||
| Gold loan payable adjustments | - | 527,913 | 527,913 | |||||||||
| Comprehensive loss for the year | (63,620,232 | ) | (527,913 | ) | (64,148,145 | ) | ||||||
| Loss per share, basic and diluted | (0.46 | ) | (0.01 | ) | (0.47 | ) | ||||||
| Consolidated statements of changes in equity | ||||||||||||
| Loss for the year | (63,620,232 | ) | (527,913 | ) | (64,148,145 | ) | ||||||
| Deficit – December 31, 2021 | (93,771,350 | ) | (650,829 | ) | (94,422,179 | ) | ||||||
| Deficit – December 31, 2022 | (157,391,582 | ) | (1,178,742 | ) | (158,570,324 | ) | ||||||
| Total equity | 7,005,595 | (1,178,742 | ) | 5,826,853 | ||||||||
| Consolidated statements of cash flows | ||||||||||||
| Operating activities | ||||||||||||
| Loss for the year | (63,620,232 | ) | (527,913 | ) | (64,148,145 | ) | ||||||
| Gold loan payable adjustments | - | 527,913 | 527,913 | |||||||||
| Cash used in operating activities | (1,483,006 | ) | - | (1,483,006 | ) | |||||||
33
Exhibit 99.2
ALMADEN MINERALS LTD.
MANAGEMENT’S DISCUSSION AND ANALYSIS
December 31, 2025
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 19, 2026. 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, 2025 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.
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 TSX Venture Exchange under the symbol “AMM” and the OTCQB under the symbol “AAUAF”.
This MD&A contains forward looking statements that involve numerous risks and uncertainties. The Company continually seeks to minimize its exposure to business risks, but the nature of its business will always have some risk. These risks are not always quantifiable due to their uncertain nature. Should one or more of these risks and uncertainties set forth in this MD&A under the headings “Cautionary Notes Regarding Forward-Looking Statements” materialize, or should underlying assumptions prove incorrect, then actual results may vary materially from those described in forward-looking statements.
ADDITIONAL INFORMATION
The Company’s financial statements, MD&A and additional information relevant to the Company for the year ended December 31, 2025, can be found on SEDAR+ at www.sedarplus.ca, on the EDGAR section of the SEC’s website at www.sec.gov, and/or on the Company’s website at www.almadenminerals.com.
ANNUAL HIGHLIGHTS
During the quarter, the Company continued to advance the international arbitration proceedings (the “Claim”) against the United Mexican States (“Mexico”) under the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (“CPTPP”). Almaden is pursuing the Claim together with Almadex Minerals Ltd. (“Almadex”), on behalf of themselves and their Mexican subsidiaries (the “Claimants”). Prior to the illegal acts of Mexico which resulted in the complete loss of the investment, Almaden held 100% of the Ixtaca precious metals project in Mexico (the “Project”), while Almadex held a 2.0% NSR royalty on the Project.
The Claim is being prosecuted pursuant to the established and enforceable legal framework of the International Centre for Settlement of Investment Disputes (“ICSID”). The Company filed its memorial submission (“Memorial”) on March 20, 2025 relating to the Claim. The Memorial outlines how Mexico breached its obligations under the CPTPP through actions which blocked the development of the Project and ultimately retroactively and arbitrarily terminated the Company’s mineral concessions. Specifically, the Memorial demonstrates how Mexico (i) unlawfully expropriated the Claimants’ protected investments without any compensation; (ii) failed to accord the Claimants’ protected investments fair and equitable treatment; and (iii) unlawfully discriminated against the Claimants and their protected investments.
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Based on a valuation by an independent quantum expert, the Claimants are seeking damages of US$1.06 billion, in the aggregate. This number will be further updated as the Claim proceeds, to reflect future movements in precious metal prices, exchange rates, interest rates, and other factors.
As reported on July 7, 2025, after the Claimants filed their Memorial document, Mexico filed a request for the three-person arbitration panel (the “Panel”) to establish a separate phase of the proceedings (“Bifurcation”) to consider certain jurisdictional objections. The Claimants submitted their response to Mexico’s Bifurcation request in June, 2025, and on July 28, 2025, the Company reported that the Panel had rejected Mexico’s Bifurcation request in full.
On September 16, 2025, Almaden reported that the Panel established the procedural calendar through to the hearing dates. This schedule was subsequently amended on November 19, 2025. Mexico filed its counter memorial (which responds to the Claimants’ March 20, 2025 memorial) on December 3, 2025, and the Claimants will file their reply to Mexico’s counter memorial by May 18, 2026. The hearings remain scheduled for December 14 - 18, 2026 (with December 19 held in reserve), and will be held in Washington, D.C.
Sale of Rock Creek Mill
On February 28, 2025, the Company signed a definitive agreement (the “Agreement”) to sell certain assets comprising the Rock Creek Mill for a purchase price of US$9,700,000 (the “Purchase Price”). Closing of the transaction was subject to certain conditions, including completion of a final inspection by the purchaser. The Purchase Price was payable in certain instalments as follows:
| 1. | US$2,000,000 is due within 14 days of the execution of the Agreement. |
| 2. | US$3,000,000 upon verification of transport scheduling. |
| 3. | US$2,000,000 shall be paid following the final inspection. |
| 4. | US$2,700,000 shall be paid when the assets are prepared for shipment. |
15% of the Purchase Price was payable as a commission by Almaden to an equipment sales broker.
On July 11, 2025, the Company received full payment of the purchase price totaling US$8,245,000 net of broker’s commission for the sale of the mill equipment pursuant to the executed Agreement.
Gold Loan Repayment
On July 17, 2025, the Company completed the repayment of the gold loan to Almadex pursuant to the secured gold loan agreement, as amended between the Company and Almadex. The repayment involved the return to Almadex of 397 ounces of gold which were not drawn under the Gold Loan, plus the payment of USD$5,194,354 (the “Loan Amount”). The Loan Amount was settled through the delivery to Almadex of approximately 1,553 ounces of 99.99% purity physical gold bullion.
Migration of Canadian Exchange Listing from the TSX to the TSX Venture Exchange
On July 17, 2025, the Company announced it had applied to voluntarily delist its shares from the TSX and had received conditional approval from the TSXV to list its shares as a Tier 2 Mining Issuer. Shareholder approval of the migration is not required under the policies of the TSX as the TSXV is an acceptable alternative market.
Almaden pursued this migration due to the costs associated with a TSX listing versus a TSXV listing and because Almaden’s ongoing business may not be compatible with TSX continued listing requirements. Almaden’s shares were delisted from the TSX at the close of business on August 12, 2025 and listed on the TSXV at the open of business on August 13, 2025. Almaden’s shares continue to trade under the symbol “AMM” on the TSXV.
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Finally, on October 2, 2025, Almaden appointed Douglas McDonald as President and CEO and appointed Morgan Poliquin as Vice Chair of the Company.
OVERALL PERFORMANCE
Overview
Company Mission and Focus
The Company’s goal is to evaluate exploration and development opportunities while also seeking compensation from the Government of Mexico for actions which blocked the development of the Ixtaca project and ultimately retroactively terminated the Company’s mineral concessions, causing the loss of the Company’s investments in Mexico.
Background to the Claim
In April 2015, an ejido community (“Ejido”), filed a lawsuit (“Lawsuit”) against Mexico (the President, Congress, Ministry of Economy, Directorate of Mines, Mining Registry Office), claiming that Mexico’s mineral title system was unconstitutional because Indigenous consultation was not required before the granting of mineral title. Under Mexican law, an ejido refers to a form of communal land tenure where a group of individuals, known as ejidatarios, collectively own and manage agricultural land.
The Ejido in question is a small, remote mountain village of approximately 150 residents, located at an altitude of 2,569 meters, a higher elevation than the Project. It is situated entirely outside the Project’s “area of influence” as defined in the Company’s environmental permit application of February, 2019, approximately 45 minutes to an hour by car from the Project site. The Ejido lands cover an area of approximately 330 hectares, in the southeastern portion of the mineral concessions which were owned by the Company and which underpinned the Project. The Lawsuit was supported by internationally funded non-governmental organizations.
Upon learning of the Lawsuit, Almaden immediately sought to relinquish approximately 7,000 hectares of its mineral title area including the portion overlapping with the Ejido lands, believing that this would address the Ejido’s concerns. The reduced title area was confirmed by the Mexican mining authorities in 2017. However, the Ejido appealed this reduction, and in late 2020 the Mexican courts confirmed that the Company was obligated to continue in its possession of the larger title area.
In 2018, President Lopez-Obrador (“AMLO”) came into power in Mexico. The AMLO regime is widely recognized as having been hostile to the mining industry, in particular foreign mining companies that owned or sought to develop mining projects in Mexico.
In 2022, Mexico’s Supreme Court (“SCJN”) ruled on the Lawsuit. In effect, the SCJN ruling concluded that the Mexican mining law was not unconstitutional, but that the Mexican mining authority (“Economia”) had improperly issued the Claimants’ mineral titles as it had not incorporated Mexico’s Indigenous consultation obligations into the mineral title issuance procedures. The SCJN required that the Company’s two mineral titles be suspended, in order that the Company’s mineral title applications, originally made in 2002 and 2008 and approved in 2003 and 2009, could be reissued by Economia after it complied with its Indigenous consultation obligations.
The rights endowed by the Company’s mineral titles were suspended in June, 2022, and the Company began working cooperatively with Economia to facilitate what it thought would be the first ever Indigenous consultation in Mexico in respect of the granting of mineral titles. In October, 2022 however, the head of Economia was replaced and the Company’s access to Economia ceased.
In February, 2023 Economia filed a notice with the courts charged with implementing the SCJN decision, seeking to deny the two mineral title applications retroactively. The notice claimed that the applications contained alleged de minimis technical faults, despite Economia’s acceptance of the mineral title applications and grant of the mineral titles in 2003 and 2009. By alleging such de minimis technical faults in the mineral title applications, Economia breached Mexican domestic law and international law to deny arbitrarily and pre-emptively the grant of the mineral titles and thereby avoid the Indigenous consultation ordered by the SCJN. Such consultation would have been welcomed by both the Company and community members living in the area of influence of the Project.
| 3 |
Despite the legal appeals of the Company and surrounding community members that Indigenous consultation should proceed, the Mexican courts endorsed Economia’s position. Therefore, the mineral rights underpinning the Project were definitively cancelled and reverted to the Government of Mexico, and Indigenous consultation never occurred.
The Claimants have suffered substantial harm arising out of Mexico’s conduct in breach of its investment protection obligations under the CPTPP, including (without limitation):
| • | Economia’s reassessment of the original applications for the mineral titles, holding them to be deficient and unfeasible, contradicting the position previously adopted by it decades earlier, and violating the Company and its subsidiary’s right to amend or supplement the original mineral title applications; and |
| • | the Mexican Secretariat of Environment and Natural Resources’ (Secretaría del Medio Ambiente y Recursos Naturales, “SEMARNAT”) delay in issuance and ultimate refusal to issue the environmental permit (Manifiesto de Impacto Ambiental) for the Project. |
The Claimants filed their Request for Arbitration in June, 2024, and the three-person arbitration panel has now been formed. Almaden filed its memorial documentation in March, 2025, and the Claimants are seeking damages of US$1.06 billion, in the aggregate. This number will be further updated as the Claim proceeds, to reflect future movements in precious metal prices, exchange rates, interest rates, and other factors.
On June 27, 2024, the Company announced that it had agreed with Almadex and its Mexican subsidiary to streamline the management of the arbitration proceedings by entering into a Litigation Management Agreement (“LMA”). Under the LMA, Almaden will bear the up-front costs of the arbitration and provide overall direction to the arbitration process for itself and its subsidiaries, as well as Almadex and its subsidiaries, with certain limitations. Almadex will remain a party to the arbitration and continue in its cooperation and support of the process.
Should the Claims result in an award of damages (“Claim Proceeds”), the pro rata portion of the Claim Proceeds, if any, which may be attributable to Almadex from the 2.0% NSR royalty it held on the Project will be determined. Almadex’s award will consist of this pro rata portion, less its pro rata share of the costs of pursuing the Claims, including the financing costs (the “Almadex Award”). Almadex will compensate Almaden in the amount of 10% of the Almadex Award in exchange for managing the Claims.
Coincidental with announcing the LMA, Almaden entered into a litigation funding agreement (the “LFA”) with a leading legal finance provider (the “Funder”). The LFA provides up to US$9.5 million in non-recourse funding for the Company to pursue the Claims. This funding is expected to cover all legal, tribunal and external expert costs of the Claims, as well as some corporate operating expenses as may be required. The funding is repayable in the event that Claim Proceeds are recovered from Mexico, with such repayment being a contingent entitlement to the Claim Proceeds.
Finally, also on June 27, 2024, Almaden announced that it had agreed with Almadex to extend the maturity of the gold loan (see press release of May 14, 2019) from March 31, 2026 to the earlier of March 31, 2030, or the receipt by Almaden or its subsidiary of any Claim Proceeds.
In return for this amendment, in addition to its obligation to repay the gold loan, Almaden agreed to pay Almadex 2.0% of the gross amount of any Claim Proceeds that Almaden may receive as a result of the Claims, such repayment to be subordinate to amounts due under the LFA, and any additional legal and management costs. As noted above under the section “Annual Highlights”, Almaden paid off this gold loan in 2025.
| 4 |
As at December 31, 2025, the Funder has disbursed a total of US$4,000,000 to the Claim (December 31, 2024 – US$1,500,000). While the Company is vigorously pursuing this Claim, its preference is for a constructive resolution with Mexico that results in a positive outcome for all stakeholders.
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, 2025, as filed on SEDAR on March 19, 2026.
Industry
The Company is engaged in the evaluation of exploration and development opportunities while also seeking compensation from the Government of Mexico for actions which blocked the development of the Ixtaca project and ultimately retroactively terminated the Company’s mineral concessions, causing the loss of the Company’s entire investment in Mexico. The Company’s business is inherently risky. 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. Furthermore, while the Company believes it has valid reasons to commence legal proceedings against the Government of Mexico, litigation matters are inherently uncertain and there is no guarantee that the arbitration will be successful, or that the likely outcome of this matter will be consistent with the ultimate resolution of the matter. Any legal proceedings require the Company to incur significant expense, devote significant resources, and may generate adverse publicity, which could materially, and possibly adversely, affect its business. The Company’s inability to enforce its rights and the enforcement of rights on a prejudicial basis by foreign courts or international arbitral tribunals could have an adverse effect on the Company’s outlook. Outcomes in any legal proceedings and the process for recovering funds even if there is a successful outcome in any legal proceedings can be lengthy and unpredictable. Furthermore, there is a risk that the Company will be unable to secure or maintain the necessary funding to advance any legal proceedings.
Exchange rate fluctuations
Fluctuations in currency exchange rates, principally the Canadian/U.S. Dollar and the Canadian/Mexican Peso exchange rates, can impact cash flows. The exchange rates have varied substantially over time. 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 rates fluctuation.
Title to mineral properties
While the Company investigates title to its mineral properties, this should not be construed as a guarantee of title. Any property held by the Company may be subject to prior unregistered agreements or transfers and title may be affected by undetected defects. The Company does not hold title to the Tuligtic property or the Ixtaca project.
Environmental
The Company’s exploration and development activities are subject to extensive laws and regulations governing environmental protection. The Company is also subject to various reclamation-related conditions. Although the Company closely follows and believes it is operating in compliance with all applicable environmental regulations, there can be no assurance that all future requirements will be obtainable on reasonable terms. Failure to comply may result in enforcement actions causing operations to cease or be curtailed and may include corrective measures requiring capital expenditures. Intense lobbying over environmental concerns by NGOs opposed to mining has caused some governments to cancel or restrict development of mining projects. Current publicized concern over climate change may lead to carbon taxes, requirements for carbon offset purchases or new regulations. The costs or likelihood of such potential issues to the Company cannot be estimated at this time.
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Laws, Regulations, and Permits
The Company’s exploration activities are subject to extensive federal, provincial, state and local laws and regulations governing prospecting, development, production, exports, taxes, labour standards, occupational health and safety, mine safety, waste disposal, protection of the environment, protection of historic and archeological sites, protection of endangered and protected species and other matters in all the jurisdictions in which it operates. The Company is required to have a wide variety of permits from governmental and regulatory authorities to carry out its activities. These permits relate to virtually every aspect of the Company’s exploration and exploitation activities. Changes in these laws and regulations or changes in their enforcement or interpretation could result in changes in legal requirements or in the terms of the Company’s permits that could have a significant adverse impact on the Company’s existing or future operations or projects. Obtaining permits can be a complex, time-consuming process. There can be no assurance that the Company will be able to obtain the necessary permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining permits and complying with these permits and applicable laws and regulations could stop or materially delay or restrict the Company from continuing or proceeding with existing or future operations or projects. Any failure to comply with permits and applicable laws and regulations, even if inadvertent, could result in the interruption or closure of operations or material fines, penalties or other liabilities. The Company applies the expertise of its management, advisors, legal counsel, employees and contractors to ensure compliance with current laws.
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 common shares, or securities convertible into common shares, would result in dilution, possibly substantial, to present and prospective shareholders. The Company has traditionally sought joint venture partners to fund in whole or in part exploration projects. Offering an interest in its projects to partners would dilute the Company’s interest in the projects.
Material risk of dilution presented by large number of outstanding share purchase options and warrants
At March 19, 2026, there were 11,635,000 stock options outstanding. Directors and officers hold 9,650,000 of the options and 1,985,000 are held by employees and consultants of the Company. No warrants were outstanding as at March 19, 2026.
Trading volume
The relatively low trading volume of the Company’s shares reduces the liquidity of an investment in its shares.
Volatility of share price
Market prices for shares of early-stage companies are often volatile. Factors such as announcements regarding developments in the Claim, or 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 exploration 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.
| 6 |
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. If a conflict arises, the Company may miss the opportunity to participate in certain transactions.
Risk related to proceedings under the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (“CPTPP”)
On December 13, 2023, the Company delivered to the United Mexican States (“Mexico”) a Request for Consultations in accordance with the CPTPP relating to an investment dispute with Mexico. On March 14, 2024, the Company delivered to Mexico notice of its intention to submit a claim to arbitration against Mexico in accordance with Article 9.19.3 of the CPTPP. On June 14, 2024, the Company announced that it had commenced international arbitration proceedings against Mexico by filing its Request for Arbitration with the International Centre for Settlement of Investment Disputes (“ICSID”), and on March 21, 2025, the Company announced that it had filed its memorial documentation pursuant to the Arbitration. These legal proceedings, or others that could be brought against or by the Company in the future, could have a material adverse effect on our financial position or prospects. While the Company believes it has valid reasons to commence legal proceedings, litigation matters are inherently uncertain and there is no guarantee that the arbitration will be successful, or that the likely outcome of this matter will be consistent with the ultimate resolution of the matter. Any legal proceedings require the Company to incur significant expense, devote significant resources, and may generate adverse publicity, which could materially, and possibly adversely, affect its business. The Company’s inability to enforce its rights and the enforcement of rights on a prejudicial basis by foreign courts or international arbitral tribunals could have an adverse effect on the Company’s outlook. Outcomes in any legal proceedings and the process for recovering funds even if there is a successful outcome in any legal proceedings can be lengthy and unpredictable. Furthermore, there is a risk that the Company will be unable to secure or maintain the necessary funding to advance any legal proceedings.
Political, economic and social environment
The Company’s mineral properties may be adversely affected by political, economic and social uncertainties which could have a material adverse effect on the Company’s results of operations and financial condition. Areas in which the Company holds or may acquire properties may experience local political unrest and disruption which could potentially affect the Company’s projects or interests. Changes in leadership, social or political disruption or unforeseen circumstances affecting political, economic and social structure could adversely affect the Company’s property interests or restrict its operations. The Company’s mineral exploration and development activities may be affected by changes in government regulations relating to the mining industry and may include regulations on production, price controls, labour, export controls, income taxes, expropriation of property, environmental legislation and safety factors.
Any shifts in political attitudes or changes in laws that may result in, among other things, significant changes to mining laws or any other national legal body of regulations or policies are beyond the control of the Company and may adversely affect its business. The Company faces the risk that governments may adopt substantially different policies, which might extend to the expropriation of assets or increased government participation in the mining sector. In addition, changes in resource development or investment policies, increases in taxation rates, interest rates, higher mining fees and royalty payments, revocation or cancellation of mining concession rights or shifts in political attitudes in jurisdictions where the Company operates may adversely affect the Company’s business.
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.
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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.
The prices of gold, silver and other metals
The price of gold is affected by numerous factors including central bank sales or purchases, producer hedging activities, the relative exchange rate of the U.S. dollar with other major currencies, supply and demand, political, economic conditions and production levels. In addition, the price of gold has been volatile over short periods of time due to speculative activities.
The price of silver is affected by similar factors and, in addition, is affected by having more industrial uses than gold, as well as sometimes being produced as a by-product of mining for other metals with its production thus being more dependent on demand for the main mine product than supply and demand for silver. The prices of other metals and mineral products that the Company may explore for have the same or similar price risk factors.
Cash flows and additional funding requirements
The Company currently has no revenue from operations. Additional capital is required to continue prosecuting the Claim and to evaluate mineral property exploration and development opportunities. The sources of funds currently available to the Company are litigation financing, equity capital. The Company believes, but cannot guarantee, that it currently has sufficient financial resources to undertake all of its currently planned activities.
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, 2025, the Company concluded that impairment indicators existed with respect to its exploration and evaluation assets and an impairment of exploration and evaluation assets of $82,751 (2024 - $55,374) was recognized.
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SELECTED ANNUAL FINANCIAL INFORMATION
The following table summarizes selected consolidated financial information for the Company’s three most recently completed financial years. All amounts shown are stated in Canadian dollars, the Company’s functional and reporting currency, in accordance with IFRS:
| Year ended December 31, 2025 ($) |
Year ended December 31, 2024 ($) |
Year ended December 31, 2023 ($) | |
| Revenue | Nil | Nil | Nil |
| Other income (loss) | 5,682,235 | (280,914) | (62,351,824) |
| Net loss and comprehensive loss | 2,989,046 | (2,875,061) | (64,148,145) |
| Basic & diluted net loss per share | 0.02 | (0.02) | (0.47) |
| Working capital | 5,910,941 | 4,402,537 | 4,830,735 |
| Total assets | 6,693,338 | 11,781,625 | 12,714,764 |
| Total long-term liabilities | 34,358 | 8,291,387 | 5,936,222 |
| Cash dividends declared – per share | Nil | Nil | Nil |
Annual variances in other income (loss) 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 net income (loss) and comprehensive income (loss) include gain on sale of property and equipment from the Rock Creek mill equipment, share-based payments relating to the fair values of stock options granted, professional fees relating to the legal challenges against the Mexican government, and foreign exchange gain (loss) from foreign exchange rate fluctuations. Further details are discussed in Review of Operations and Financial Results section below.
Working capital increased by $1,508,404 at year ended December 31, 2025 compared to December 31, 2024 primarily due to net cash flow from investing activities during 2025. Working capital decreased by $410,831 at year ended December 31, 2024 compared to December 31, 2023 primarily due to operational cash usage during 2024.
Total assets reduced by $5 million in fiscal year 2025 compared to fiscal year 2024 due to the sale of mill equipment, repayment of gold in trust to Almadex and cash usage during fiscal year 2025. Total assets reduced by $0.9 million in fiscal year 2024 compared to fiscal year 2023 due to cash usage during fiscal year 2024.
The decrease of $8,257,029 in total long term liabilities at fiscal year 2025 compared to fiscal year 2024 is mainly the result of the repayment of $8,128,263 in gold loan payable. The increase of $2,355,165 in total long term liabilities at fiscal year 2024 compared to fiscal year 2023 is mainly the result of the $2,469,145 increase in gold loan payable.
SUMMARY OF QUARTERLY RESULTS
The following tables provide selected financial information for the Company’s eight most recently completed fiscal quarters, stated in Canadian dollars in accordance with IFRS:
| Quarter Ended Dec 31, 2025 ($) |
Quarter Ended Sep 30, 2025 ($) |
Quarter Ended Jun 30, 2025 ($) |
Quarter Ended Mar 31, 2025 ($) | |
| Revenue | Nil | Nil | Nil | Nil |
| Other income (loss) | 329,385 | 5,157,852 | 830,164 | (635,166) |
| Comprehensive income (loss) | (347,172) | 4,529,596 | 122,958 | (1,316,336) |
| Basic & diluted net income (loss) per share | (0.00) | 0.03 | 0.00 | (0.01) |
| Total assets | 6,693,338 | 6,989,700 | 19,383,393 | 14,106,053 |
| Total long term liabilities | 34,358 | 67,912 | 8,962,209 | 9,518,571 |
| Cash dividends declared | Nil | Nil | Nil | Nil |
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| Quarter Ended Dec 31, 2024 ($) |
Quarter Ended Sep 30, 2024 ($) |
Quarter Ended Jun 30, 2024 ($) |
Quarter Ended Mar 31, 2024 ($) | |
| Revenue | Nil | Nil | Nil | Nil |
| Other income (loss) | 189,233 | 510,168 | (1,006,744) | 26,429 |
| Comprehensive loss | (129,748) | (210,403) | (1,781,844) | (753,066) |
| Basic & diluted net loss per share | (0.00) | (0.00) | (0.01) | (0.01) |
| Total assets | 11,781,625 | 11,844,778 | 11,920,179 | 12,160,073 |
| Total long term liabilities | 8,291,387 | 7,009,055 | 6,850,931 | 5,316,487 |
| 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 income (loss) include non-cash impairments, share-based payments relating to the fair values of stock options granted, fair value adjustment on the gold loan payable 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, 2025 compared to the three months ended December 31, 2024
For the three months ended December 31, 2025, the Company recorded a comprehensive loss of $347,172, or $0.00 per common share, compared to a comprehensive loss of $129,748, or $0.00 per common share, for the three months ended December 31, 2024. The increase in comprehensive loss of $217,424 was primarily a result of a $357,576 increase in operating expenses offset by a $140,152 increase in other income.
As the Company is in exploration stage, it has no revenue from mining operations. Other income totalled $329,385 for the three months ended December 31, 2025, compared to $189,233 in the three months ended December 31, 2024. The increase of other income was primarily due to the absence of unrealized losses from gold loan payable and gold in trust during Q4 2025 compared to Q4 2024.
The Company has an administrative services agreement with Azucar and Almadex whereby overhead and salary expenses are proportionally allocated as described under the heading “Transactions with Related Parties”. Amounts earned from administrative service fees depends on the business activities of each company. During Q4 2025, the Company earned higher administrative services fees from Azucar of $45,221 (2024 - $40,867), and an increase in administrative service fees from Almadex of $287,088 (2024 - $257,827) due to operational activities within each company.
Operating expenses were $676,557 for the three months ended December 31, 2025 compared to $318,981 during the three months ended December 31, 2024 resulting in an increase of $357,576 during Q4 2025 compared to Q4 2024. Certain operating expenses were reported on a gross basis and recovered through other income from the administrative services agreements with Azucar and Almadex. The increase in operating expenses of $357,576 in Q4 2025 compared to Q4 2024 was primarily due to a $190,211 reduction in interest and standby fees after settling the gold loan with Almadex.
Results of Operations for the twelve months ended December 31, 2025 compared to the twelve months ended December 31, 2024
For the twelve months ended December 31, 2025, the Company recorded a comprehensive income of $2,989,046, or $0.02 per common share, compared to a comprehensive loss of $2,875,061, or $0.02 per common share, for the twelve months ended December 31, 2024. The increase in comprehensive income of $5,864,107 was primarily a result of a $5,963,149 increase in other income and a $99,042 increase in operating expenses.
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As the Company is in exploration stage, it has no revenue from mining operations. Other income of $5,682,235 during the twelve months ended December 31, 2025 compared to other loss of $280,914 for the twelve months ended December 31, 2024 relates primarily to the gain on the sale of the Rock Creek mill equipment of $4,684,164 and the unrealized foreign exchange gain on gold loan payable of $402,803 compared to the unrealized foreign exchange loss on gold loan payable of $600,749 during 2024.
The Company has an administrative services agreement with Azucar and Almadex whereby overhead and salary expenses are proportionally allocated as described under the heading “Transactions with Related Parties”. Amounts earned from administrative service fees depend on the business activities of each company. During 2025, the Company earned higher administrative services fees from Azucar of $168,900 (2024 - $117,868), and an increase in administrative service fees from Almadex of $1,066,898 (2024 - $1,040,186) due to operational activities within each company.
Operating expenses were $2,693,189 during the twelve months ended December 31, 2025 (2024 - $2,594,147). Certain operating expenses were reported on a gross basis and recovered through other income from the administrative services agreements with Azucar and Almadex. The increase in operating expenses of $99,042 is mainly due to an increase of $128,000 from stock option grants during the twelve months ended December 31, 2025, compared to December 31, 2024. Another contributing factor to the increase in operating expenses was a $262,806 rise in salaries and benefits, driven by the reallocation of administrative service fees following executive management changes in Q4 2025. This was partially offset by a $181,289 decrease in interest and standby fees after Almadex fixed the gold loan value on May 13, 2025 and fully repaid the loan on July 17, 2025.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2025, the Company had working capital of $5,910,941, including cash and cash equivalents of $6,171,157, compared to working capital of $4,402,537, including cash and cash equivalents of $3,155,750 at December 31, 2024. The increase in working capital of $1,508,404 is due to the cash proceeds from the sale of the Rock Creek mill equipment and repayment of gold loan payable.
The Company has long term liabilities of $34,358 at December 31, 2025 compared to $8,291,387 at December 31, 2024 that relates to the long-term portion of lease liabilities of $34,358 (December 31, 2024 - $163,124) for office lease. The gold loan payable was settled on July 17, 2025 compared to a balance of $8,128,263 on December 31, 2024.
Three months ended December 31, 2025
Net cash used in operating activities during the three months ended December 31, 2025 was $299,365 (2024 – $153,437), after adjusting for non-cash activities.
Net cash from investing activities during the three months ended December 31, 2025 was $14,681 (2024 – $40,114).
Net cash used in financing activities during the three months ended December 31, 2025 was $33,805 (2024 - $32,980).
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.
Twelve months ended December 31, 2025
Net cash used in operating activities during the twelve months ended December 31, 2025 was $846,482 (2024 - $902,436), after adjusting for non-cash activities.
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Net cash from investing activities during the twelve months ended December 31, 2025 was $11,141,888 (2024 – Net cash used in investing activities $56,702) related to the net proceeds received for the sale of the Rock Creek Mill equipment of $11,266,219 (2024 - $Nil).
Net cash used in financing activities during the twelve months ended December 31, 2025 was $7,279,999 (2024 - $131,095) due to the settlement of the gold loan with Almadex.
Management estimates that the current cash position and potential future cash flows will be sufficient for the Company to carry out its business for the upcoming year.
DISCLOSURE OF OUTSTANDING SHARE DATA
Common Shares
The authorized share capital of the Company consists of an unlimited number of common shares without par value. As of date of this MD&A, there were 137,363,181 common shares issued and outstanding and 148,998,181 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, 2024 | 137,221,408 | $141,040,654 |
| December 31, 2025 | 137,363,181 | $141,104,844 |
| March 19, 2026 | 137,363,181 | $141,104,844 |
Share Issuances during Fiscal 2025
During the year ended December 31, 2025, the Company received $8,000 from the exercise of 50,000 outstanding stock options.
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, 2025, are detailed in Note 10(d) to the Company’s audited annual consolidated financial statements for the year ended December 31, 2025.
The following table summarizes information about stock options outstanding at March 19, 2026:
|
Expiry date |
Exercise price |
December 31, 2025 |
Granted |
Exercised |
Expired |
March 19, 2026 | |
| March 7, 2027 | $ 0.38 | 1,000,000 | - | - | - | 1,000,000 | |
| June 10, 2027 | $ 0.33 | 3,375,000 | - | - | (265,000) | 3,110,000 | |
| October 4, 2027 | $ 0.30 | 755,000 | - | - | - | 755,000 | |
| December 16, 2027 | $ 0.33 | 855,000 | - | - | (15,000) | 840,000 | |
| February 14, 2028 | $ 0.30 | 600,000 | - | - | - | 600,000 | |
| April 3, 2028 | $ 0.26 | 1,575,000 | - | - | - | 1,575,000 | |
| July 10, 2028 | $ 0.16 | 2,470,000 | - | (550,000) | (1) | - | 1,920,000 |
| September 19, 2028 | $ 0.18 | 1,035,000 | - | - | - | 1,035,000 | |
| August 9, 2030 | $ 0.25 | - | 800,000 | - | - | 800,000 | |
|
Options outstanding and exercisable |
11,665,000 | 800,000 | (550,000) | (280,000) | 11,635,000 | ||
| Weighted average | |||||||
| exercise price | $ 0.27 | $ 0.25 | $ 0.16 | $ 0.33 | $ 0.27 |
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| 1. | In accordance with the Company’s stock option plan, the option holder exercised 500,000 stock options on a cashless basis at an exercise price of $0.22 resulting in the issuance of 91,773 shares. In addition, 50,000 stock options were exercised at a price of $0.16 for a proceed of $8,000. |
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 Chair, the Vice Chair (formerly President and Chief Executive Officer), the President & CEO (formerly Executive VP) and the Chief Financial Officer. The net aggregate compensation paid or payable to key management for services after recovery from Azucar and Almadex (Note 11(b) of the December 31, 2025 consolidated financial statements) was as follows:
| Year ended December 31, 2025 | Fees | Share-based Payments | Total | |||||||||
| Chair | $ | 14,400 | $ | - | $ | 14,400 | ||||||
| Vice Chair (formerly President & CEO) | 34,500 | - | 34,500 | |||||||||
| President & CEO (formerly Executive VP) | 303,708 | - | 303,708 | |||||||||
| CFO | 137,500 | - | 137,500 | |||||||||
| Directors | 52,500 | 128,000 | 180,500 | |||||||||
| $ | 542,608 | $ | 128,000 | $ | 670,608 | |||||||
| Year ended December 31, 2024 | Fees | Share-based Payments | Total | |||||||||
| Chair | $ | 18,000 | $ | - | $ | 18,000 | ||||||
| President & CEO | 34,500 | - | 34,500 | |||||||||
| Executive VP | 150,000 | - | 150,000 | |||||||||
| CFO | 68,750 | - | 68,750 | |||||||||
| Directors | 120,000 | - | 120,000 | |||||||||
| $ | 391,250 | $ | - | $ | 391,250 | |||||||
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| Year ended December 31, 2023 | Fees | Share-based Payments | Total | |||||||||
| Chair | $ | 21,600 | $ | 103,500 | $ | 125,100 | ||||||
| President & CEO | 50,457 | 113,500 | 163,957 | |||||||||
| Executive VP | 225,000 | 73,000 | 298,000 | |||||||||
| CFO | 101,250 | 76,000 | 177,250 | |||||||||
| VP Project Development | 50,588 | 42,000 | 92,588 | |||||||||
| Directors | 140,000 | 294,000 | 434,000 | |||||||||
| $ | 588,895 | $ | 702,000 | $ | 1,290,895 | |||||||
| (1) | As at December 31, 2023, the Company accrued cash bonuses to related parties of $112,894 that is included in trade and other payables. |
| (b) | Administration Services Agreements |
The Company recovers a portion of rent, office and license expenses from Azucar pursuant to an Administrative Services Agreement dated May 15, 2015 and First Amending Agreement dated December 16, 2015 between the Company and Azucar.
The Company also recovers a portion of rent, office and license expenses from Almadex pursuant to an Administrative Services Agreement dated March 29, 2018 between the Company and Almadex.
During the year ended December 31, 2025, the Company received $168,900 (2024 - $117,868; 2023 - $75,853) from Azucar for administrative services fees included in other income and received $1,066,898 (2024 - $1,040,186; 2023 - $1,346,494) from Almadex for administrative services fees included in other income.
At December 31, 2025, included in accounts receivable is $33,584 (December 31, 2024 - $29,170) due from Azucar, and $243,211(December 31, 2024 - $193,155) due from Almadex in relation to expense recoveries.
Under the Administrative Services Agreements, the Company is the sole and exclusive manager of Azucar and Almadex that provides general management services, office space, executive personnel, human resources, geological technical support, accounting and financial services at cost with no mark-up or additional direct charge. The three companies are considered related parties though common officers.
| (c) | Other related party transactions |
During the year ended December 31, 2025, the Company employed the Chair’s daughter for a salary of $41,300 less statutory deductions (2024 - $41,300; 2023 - $45,300) for marketing and administrative services provided to the Company.
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.
The Company does not carry any financial instruments at fair value through profit or loss (FVTPL).
The Company is exposed to certain financial risks, including currency risk, credit risk, liquidity risk, interest rate risk, and commodity and equity price risk.
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| (a) | Currency risk |
The Company is affected by changes in exchange rates between the Canadian dollar, the US dollar and the Mexican Peso. The Company does not invest in foreign currency contracts to mitigate the risks.
As at December 31, 2025, the Company 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 | $ | 5,773,615 | $ | 76,626 | ||||
| Accounts receivable and prepaid expenses | 32,593 | 264 | ||||||
| Total assets | $ | 5,806,208 | $ | 76,890 | ||||
| Trade and other payables | $ | - | $ | 7,623 | ||||
| Total liabilities | $ | - | $ | 7,623 | ||||
| Net assets | $ | 5,806,208 | $ | 69,267 | ||||
A 10% change in the US dollar exchange rate relative to the Canadian dollar would change the Company’s net loss by $580,000.
A 10% change in the Mexican Peso exchange rate relative to the Canadian dollar would change the Company’s net loss by $7,000.
| (b) | Credit risk |
The Company’s cash and cash equivalents are held in large financial institutions, located in both Canada and Mexico. Cash equivalents mature at less than ninety days during the twelve months following the statement of financial position date. The Company’s accounts receivable consist of amounts due from related parties which are subsequently collected.
To mitigate exposure to credit risk on cash and cash equivalents, the Company has established policies to limit the concentration of credit risk with any given banking institution where the funds are held, to ensure counterparties demonstrate minimum acceptable credit risk worthiness and ensure liquidity of available funds.
As at December 31, 2025, the Company’s maximum exposure to credit risk was the carrying value of its cash and cash equivalents, and accounts receivable.
| (c) | Liquidity risk |
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure. Liquidity risk is considered low as the Company has sufficient cash and cash equivalent to meet its current liabilities.
Trade and other payables are due within twelve months of the statement of financial position date.
| (d) | Interest rate risk |
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to varying interest rates on cash and cash equivalents. The Company has no debt bearing variable interest rate.
A 1% change in the interest rate would change the Company’s net loss by $62,000.
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| (e) | Commodity and equity price risk |
The ability of the Company to evaluate exploration and evaluation assets and the damages being pursued under the Claim are directly related to the market price of gold and silver. The Company monitors these prices to determine the appropriate course of action to be taken by the Company. Equity price risk is defined as the potential adverse impact on the Company’s performance due to movements in individual equity prices or general movements in the level of the stock market.
A 1% change in the commodity price would change the Company’s net loss by $Nil.
| (f) | Classification of financial instruments |
IFRS 13 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value as follows:
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The following table sets forth the Company’s financial assets and liabilities measured at fair value by level within the fair value hierarchy.
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| December 31, 2025 | $ | $ | $ | $ | ||||||||||||
| Gold loan payable | - | - | - | - |
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| December 31, 2024 | $ | $ | $ | $ | ||||||||||||
| Gold loan payable | 8,128,263 | - | - | 8,128,263 | ||||||||||||
Management of Capital
The Company considers its capital to consist of components of equity. The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration of its exploration and evaluation assets and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.
The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares and, acquire or dispose of assets.
In order to maximize ongoing exploration efforts, the Company does not pay out dividends. The Company’s investment policy is to invest its short-term excess cash in highly liquid short-term interest-bearing investments with short term maturities, selected with regards to the expected timing of expenditures from continuing operations.
The Company expects its current capital resources will be sufficient to carry out its operations for the foreseeable future. There were no changes to the Company’s approach to the management of capital during the period. The Company is not subject to externally imposed capital requirements.
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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, 2025 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.
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 estimated useful lives of property and equipment which are included in the consolidated statements of financial position and the related depreciation included in profit or loss; |
| o | the 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 property plant and equipment and related determination of the net realizable value and write-down of those assets where applicable; and |
| o | the estimated incremental borrowing rate used to calculate the lease liabilities. |
In addition to the foregoing, the Company uses the Black-Scholes option pricing model to determine the fair value of options, warrants, and derivative financial liabilities in order to calculate share-based payments expense, warrant liability and the fair value of finders’ warrants and stock options. Certain inputs into the model are estimates that involve considerable judgment or could be affected by significant factors that are out of the Company’s control.
CHANGES IN ACCOUNTING POLICY, INCLUDING INITIAL ADOPTION
Application of new and revised accounting standards effective January 1, 2025
New standards issued and not yet effective
The following new standards, amendments to standards and interpretations have been issued but are not effective during the year ended December 31, 2025.
On April 9, 2024, the IASB issued a new standard – IFRS 18, “Presentation and Disclosure in Financial Statements” with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to:
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| · | the structure of the statement of profit or loss; |
| · | required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (that is, management-defined performance measures); and |
| · | enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. |
IFRS 18 will replace IAS 1; many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will apply for reporting periods beginning on or after January 1, 2027 and also applies to comparative information. Adoption of IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it might change what an entity reports as its ‘operating profit or loss’. The Company is currently assessing the impact the new standard will have on its financial statements.
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, 2025, as required by Canadian securities law. Based on that evaluation, the CEO and the CFO concluded that, as of December 31, 2025, 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.
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Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting that occurred during the period ended December 31, 2025 that materially affected, or that is reasonably likely to materially affect, the Company’s internal control over financial reporting.
CAUTIONARY NOTES REGARDING FORWARD LOOKING STATEMENTS
This MD&A contains “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking information”). Forward-looking information contained herein is made as of the date of this document and the Company disclaims any obligation to update or revise any forward-looking information, whether as a result of new information, future events or results or otherwise, except as and to the extent required by applicable securities laws. Forward-looking information includes statements that use forward-looking terminology such as “plans”, “expects”, “budget”, “estimates”, “intends”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative of these terms or comparable terminology. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements included in this document include, but are not limited to, statements with respect to: the Company’s forecasts and expected cash flows; the Company’s projected capital and operating costs; the timing, outcome, impact, and procedures relating to the arbitration proceedings under the CPTPP; disclosure regarding litigation financing; requirements for additional capital and expected use of proceeds; the Company’s cash resources and their adequacy to meet the Company’s working capital and litigation needs for its next fiscal year; the possible effect of changes in interest rates and exchange rates on the Company’s future operations; unanticipated reclamation expenses; limitations on insurance coverage; the Company’s outlook with respect to the price, demand and need for precious and other metals and any other statement that may predict, forecast, indicate or imply future plans, intentions, levels of activity, results, performance or achievements. Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management, in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, as of the date of this document including, without limitation, assumptions about: both Almaden’s and the applicable Mexican authorities’ legal positions; stability and predictability in Mexico’s response to the arbitration process under the CPTPP; stability and predictability in the application of the CPTPP and arbitral decisions thereon; the ability to finance the arbitration process, and continued respect for the rule of law in Mexico, future economic and political conditions; future currency exchange rates remaining as estimated; availability of funds; favourable equity capital markets; the ability to raise any necessary capital on reasonable terms to advance the Company’s business objectives; future metal prices; the timing and reliability of sampling and assay data; and the accuracy of budgeted litigation costs or evaluation costs of exploration and development properties. While the Company considers these assumptions to be reasonable, the assumptions are inherently subject to significant business, social, economic, political, legal, regulatory, competitive and other risks and uncertainties, contingencies and other factors that could cause actual actions, events, conditions, results, performance or achievements to be materially different from those projected in the forward-looking information. Many assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct. Furthermore, such forward-looking information involves a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of the Company to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks related to: resource exploration and development; uncertainty in developing a commercially viable mining operation; history of net losses; lack of cash flow and assurance of profitability; the need for additional capital; uncertainty of obtaining additional funding requirements; the application of the CPTPP and arbitral decisions thereon; continued respect for the rule of law in Mexico; political risk in Mexico; crime and violence in Mexico; corruption in Mexico; treatment of environmental matters and indigenous consultation under Mexican laws and regulations; impact of environmental impact assessment requirements on the Company; uncertainty as to the outcome of arbitration; community relations; governmental regulations; risks related to mineral properties being subject to prior unregistered agreements, transfers or claims and other defects in title; changes in mining, environmental or agrarian laws and regulations and changes in the application of standards pursuant to existing laws and regulations; governmental regulations and the ability to obtain necessary licences and permits; possible dilution to present and prospective shareholders; the material risk of dilution presented by a large number of outstanding share purchase options; volatility of share price; mineral prices not supporting corporate profit; unfavourable laws and regulations; political risk in jurisdictions where the Company operates; certainty of mineral title and the outcome of litigation; political, economic and social uncertainties; community relations; uncertainty of reserves and mineralization estimates; risks related to mineral properties being subject to prior unregistered agreements, transfers or claims and other defects in title; changes in environmental laws; dependence on management and other key personnel; conflicts of interest; foreign operations; changes to taxation regimes; foreign currency fluctuations; operating hazards and risks associated with the mining industry; the ability to manage growth; competition from other mining exploration companies; lack of a dividend policy; cybersecurity risks; foreign incorporation and civil liabilities; the Company being deemed a passive foreign investment company; the relatively low trading volume of the Common Shares; impairment of exploration and evaluation assets;; accidents, labour disputes and other risks of the mining industry; availability of third party contractors; failure of equipment to operate as anticipated; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; changes in the application of standards pursuant to existing laws and regulations which may increase costs of doing business and restrict operations; and the unknown direct and indirect consequences of the COVID-19 pandemic, as well as those factors discussed under the heading “Risk Factors” in the Company’s Annual Information Form and all exhibits attached thereto. Although the Company has attempted to identify important factors that could cause actual actions, events, conditions, results, performance or achievements to differ materially from those described in forward-looking information, there may be other factors that cause actions, events, conditions, results, performance or achievements to differ from those anticipated, estimated or intended.
| 19 |
The Company cautions that the foregoing lists of important assumptions and factors are not exhaustive. Other events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking information contained herein. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, investors should not place undue reliance on forward-looking information.
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BOARD OF DIRECTORS AND MANAGEMENT
Directors:
Duane Poliquin, P.Eng
Morgan Poliquin, P.Eng, Ph.D
Kevin O’Kane, P.Eng, GCB.D
Alfredo Phillips, ACT, MPA
Michael Kosowan, M.A. Sc, P.Eng
Audit Committee members:
Michael Kosowan, M.A. Sc, P.Eng
Kevin O’Kane, P.Eng, GCB.D
Alfredo Phillips, ACT, MPA
Compensation Committee members:
Duane Polquin, P.Eng
Alfredo Phillips, ACT, MPA
Kevin O’Kane, P.Eng, GCB.D
Nominating & Corporate Governance Committee members:
Alfredo Phillips, ACT, MPA
Michael Kosowan, M.A. Sc, P.Eng
Morgan Poliquin, P.Eng, Ph.D
Management:
Duane Poliquin, P.Eng – Chair
Morgan Poliquin, P.Eng, Ph.D – Vice Chair(1)
Douglas McDonald, M.A.Sc, B.Com. – Chief Executive Officer, President(1)
Korm Trieu, CPA, CA – Chief Financial Officer, Corporate Secretary
John Thomas, P.Eng, BSc., MSc. PhD – Vice President, Project Development
(1) Effective October 2, 2025
21
Exhibit 99.3
Form 52-109FV1
Certification of Annual Filings
Venture Issuer Basic Certificate
I, Douglas McDonald, 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, 2025. |
| 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. |
Date: March 19, 2026
“Douglas McDonald”
_______________________
Douglas McDonald
Chief Executive Officer
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
| i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| ii) | a process 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. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Exhibit 99.4
Form 52-109FV1
Certification of Annual Filings
Venture Issuer Basic Certificate
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, 2025. |
| 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. |
Date: March 19, 2026
“Korm Trieu”
_______________________
Korm Trieu
Chief Financial Officer
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
| i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| ii) | a process 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. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.