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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 May 2022

 

Commission File Number: 001-32702

 

Almaden
Minerals Ltd.

(Translation of registrant’s name into English)

 

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

(Address of principal executive offices)

 

 

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

 

  Form 20-F
     
  Form 40-F

 

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

 

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

 

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

 

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

 

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

 

  Yes
     
  No

 

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

 

INCORPORATION BY REFERENCE

 

Exhibit 99.1 and 99.2 to this Form 6-K are hereby incorporated by reference as an
exhibit to the Registrant Statement on Form F-10 of Almaden Minerals Ltd. (File No 333-252171)

 

 

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: May 13, 2022    
  By:   

/s/Duane Poliquin                        
Duane Poliquin

Chairman

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit Index

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidated Interim Financial Statements of

 

 

Almaden Minerals Ltd.

 

For the three months ended March 31, 2022

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOTICE OF NO AUDITOR REVIEW OF CONDENSED

CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

The accompanying unaudited condensed consolidated interim
financial statements of Almaden Minerals Ltd (“the Company”) for the three months ended March 31, 2022 have been prepared
by the management of the Company and approved by the Company’s Audit Committee and the Company’s Board of Directors.

 

Under National Instrument 51-102, Part 4, subsection 4.3
(3) (a), if an auditor has not performed a review of the consolidated interim financial statements, they must be accompanied by a notice
indicating that an auditor has not reviewed the financial statements.

 

The accompanying unaudited condensed consolidated interim
financial statements of the Company have been prepared by and are the responsibility of the Company’s management.

 

The Company’s independent auditor has not performed
a review of these financial statements in accordance with standards established by CPA Canada for a review of the condensed consolidated
interim financial statements by an entity’s auditor.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Almaden Minerals Ltd.

Condensed consolidated interim statements of financial position

(Unaudited – Expressed in Canadian dollars)

 

 

    March 31,
2022
    December 31,
2021
 
      $       $  
ASSETS                
Current assets                
Cash and cash equivalents (Note 13)     9,077,054       10,170,376  
Gold in trust (Note 8)     954,434       915,995  
Accounts receivable and prepaid expenses (Note 4)     219,792       155,638  
      10,251,280       11,242,009  
                 
Non-current assets                
Right-of-use assets (Note 5)     508,611       539,110  
Property, plant and equipment (Note 6)     14,015,653       14,019,532  
Exploration and evaluation assets (Note 7)     61,826,602       61,431,639  
      76,350,866       75,990,281  
TOTAL ASSETS     86,602,146       87,232,290  
                 
LIABILITIES                
Current liabilities                
Trade and other payables (Note 11 (a))     476,805       508,068  
Current portion of lease liabilities (Note 5)     79,849       82,677  
      556,654       590,745  
                 
Non-current liabilities                
Long-term portion of lease liabilities (Note 5)     445,254       465,930  
Gold loan payable (Note 8)     3,287,296       3,227,545  
Warrant liability (Note 9)     788,286       623,290  
Derivative financial liabilities (Note 8)     382,664       391,620  
Deferred income tax liability     1,749,023       1,749,023  
      6,652,523       6,457,408  
Total liabilities     7,209,177       7,048,153  
                 
EQUITY                
Share capital (Note 10)     141,040,654       141,040,654  
Reserves (Note 10)     21,417,023       21,068,273  
Deficit     (83,064,708 )     (81,924,790 )
Total equity     79,392,969       80,184,137  
TOTAL EQUITY AND LIABILITIES     86,602,146       87,232,290  

 

These condensed consolidated interim financial statements are authorized for issue by the Board
of Directors on May 13, 2022.

 

They are signed on the Company’s behalf by:

 

 

 

/s/Duane Poliquin   /s/ Elaine Ellingham
Director   Director

 

 

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

 

Almaden Minerals Ltd.

Condensed consolidated interim statements of comprehensive loss

(Unaudited – Expressed in Canadian dollars)

 

 

    Three months ended March 31,  
    2022     2021  
Expenses   $     $  
Professional fees (Note 11(a))     158,952       191,797  
Salaries and benefits (Note 11(a))     355,364       327,836  
Travel and promotion     17,487       13,306  
Depreciation (Note 6)     3,879       4,067  
Office and license (Note 11(b))     32,327       24,349  
Amortization of right-of-use assets (Note 5)     30,499       30,358  
Occupancy expenses (Note 5)     10,871       4,951  
Interest expense on lease liabilities (Note 5)     12,559       3,513  
Interest, accretion and standby fees on gold loan payable (Note 8)     105,988       93,703  
Listing and filing fees     114,288       144,652  
Insurance     24,335       19,884  
Directors fees (Note 11(a))     36,250        
Share-based payments (Note 10(c) and 11(a))     348,750       972,500  
      1,251,549       1,830,916  
                 
Other income (loss)                
Administrative services fees (Note 11(b))     215,349       327,046  
Interest and other income     31,307       6,380  
Unrealized gain on derivative financial liabilities (Note 8)     3,334       53,641  
Unrealized gain (loss) on gold in trust (Note 8)     51,589       (102,706 )
Unrealized foreign exchange gain on gold loan payable (Note 8)     51,859       39,611  
Unrealized foreign exchange loss on gold in trust (Note 8)     (13,150 )     (11,786 )
Unrealized gain (loss) on warrant liability (Note 9)     (164,996 )     376,083  
Foreign exchange gain (loss)     (63,661 )     87,868  
      111,631       776,137  
                 
Total comprehensive loss for the period     (1,139,918 )     (1,054,779 )
                 
Basic and diluted net loss per share (Note 12)     (0.01 )     (0.01 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

Almaden Minerals Ltd.

Condensed consolidated interim statements of cash flows

(Unaudited – Expressed in Canadian dollars)

 

 

    Three months ended March 31,  
    2022     2021  
    $     $  
Operating activities                
Net loss for the period     (1,139,918 )     (1,054,779 )
Items not affecting cash                
Depreciation     3,879       4,067  
Amortization of right-of-use assets     30,499       30,358  
Interest, accretion and standby fees on gold loan payable     105,988       93,703  
Unrealized gain on derivative financial liabilities     (3,334 )     (53,641 )
Unrealized (gain) loss on gold in trust     (51,589 )     102,706  
Unrealized foreign exchange gain on gold loan payable     (51,859 )     (39,611 )
Unrealized foreign exchange loss on gold in trust     13,150       11,786  
Unrealized (gain) loss on warrant liability     164,996       (376,083 )
Share-based payments     348,750       972,500  
Changes in non-cash working capital components                
Accounts receivable and prepaid expenses     (64,154 )     (3,334 )
Trade and other payables     (17,614 )     178,377  
Net cash used in operating activities     (661,206 )     (133,951 )
Investing activities                
Exploration and evaluation assets – costs     (408,612 )     (684,063 )
Net cash used in investing activities     (408,612 )     (684,063 )
Financing activities                
Issuance of shares, net of share issue costs           11,692,683  
Options exercised           564,750  
Repayment of lease liabilities     (23,504 )     (32,550 )
Net cash from financing activities     (23,504 )     12,224,883  
                 
Change in cash and cash equivalents     (1,093,322 )     11,406,869  
Cash and cash equivalents, beginning of period     10,170,376       2,534,698  
Cash and cash equivalents, end of period     9,077,054       13,941,567  
Supplemental cash flow information (Note 13)                

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

Almaden Minerals Ltd.

Condensed consolidated interim statements of changes in equity

(Unaudited – Expressed in Canadian dollars)

 

    Share capital     Reserves              
    Number of shares     Amount     Share-based payments     Warrants     Total
reserves
    Deficit    

 

Total

 
          $     $     $     $     $     $  
Balance, January 1, 2021     120,650,254       131,189,978       18,528,024       715,968       19,243,992       (79,256,536 )     71,177,434  
Share-based payments                 972,500             972,500             972,500  
Private placements, net of share issue costs     15,846,154       11,692,683                               11,692,683  
Warrant liability           (2,371,174 )                             (2,371,174 )
Shares issued for cash on exercise of stock options     725,000       564,750                               564,750  
Fair value of cash stock options transferred to share capital           177,250       (177,250 )           (177,250 )            
Total comprehensive loss for the period                                   (1,054,779 )     (1,054,779 )
Balance, March 31, 2021     137,221,408       141,253,487       19,323,274       715,968       20,039,242       (80,311,315 )     80,981,414  
Share-based payments                 898,300             898,300             898,300  
Private placements, net of share issue costs           (82,102 )                             (82,102 )
Finders’ warrants issued pursuant to private placement           (130,731 )     130,731             130,731              
Total comprehensive loss for the period                                   (1,613,475 )     (1,613,475 )
Balance, December 31, 2021     137,221,408       141,040,654       20,352,305       715,968       21,068,273       (81,924,790 )     80,184,137  
Share-based payments                 348,750             348,750             348,750  
Total comprehensive loss for the period                                   (1,139,918 )     (1,139,918 )
Balance, March 31, 2022     137,221,408       141,040,654       20,701,055       715,968       21,417,023       (83,064,708 )     79,392,969  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 


Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three months ended March 31, 2022
Unaudited – Expressed in Canadian dollars

 

Almaden Minerals Ltd. (the “Company” or “Almaden”)
was formed by amalgamation under the laws of the Province of British Columbia, Canada on February 1, 2002. The Company is an exploration
stage public company that is engaged directly in the exploration and development of exploration and evaluation properties in Canada and
Mexico. The address of the Company’s registered office is Suite 1710 –1177 West Hastings Street, Vancouver, BC, Canada V6E
2L3.

 

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

 

 

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

 

These condensed consolidated interim financial statements, including
comparatives, have been prepared in accordance and compliance with International Accounting Standard (“IAS”) 34, Interim
Financial Reporting as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International
Financial Reporting Interpretations Committee (“IFRIC”).

 

 

These condensed consolidated interim financial statements include
the accounts of the Company and its subsidiaries. This interim financial report does not include all of the information required of a
full annual financial report and is intended to provide users with an update in relation to events and transactions that are significant
to an understanding of the changes in financial position and performance of the Company since the end of the last annual reporting period.
It is therefore recommended that this financial report be read in conjunction with the annual audited consolidated financial statements
of the Company for the year ended December 31, 2021. However, this interim financial report provides selected significant disclosures
that are required in the annual audited consolidated financial statements under IFRS.

 

Except as described below, these condensed consolidated interim
financial statements follow the same accounting policies and methods of application as the annual audited consolidated financial statements
for the year ended December 31, 2021.

 

The changes in accounting policies are also expected to be
reflected in the Company’s consolidated financial statements as at and for the year ending December 31, 2022.

 

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

 


Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three months ended March 31, 2022
Unaudited – Expressed in Canadian dollars
3. Significant accounting policies

 

These condensed consolidated interim financial statements do
not include all note disclosures required by IFRS for annual financial statements and, therefore, should be read in conjunction with the
annual financial statements for the year ended December 31, 2021. In the opinion of management, all adjustments considered necessary for
fair presentation of the Company’s financial position, results of operations and cash flows have been included. Operating results
for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December
31, 2022.

 

4. Accounts receivable and prepaid expenses

 

Accounts receivable and prepaid expenses consist of the following:

 

    March 31,     December 31,  
    2022     2021  
Accounts receivable (Note 10(b))   $ 180,494     $ 92,005  
Prepaid expenses     39,298       63,633  
    $ 219,792     $ 155,638  

 

During the period ended March 31, 2022, the Company has recorded
value added taxes of $55,686 included in exploration and evaluation assets, as the value added tax relates to certain projects and is
expected to be recovered when the assets are sold (Note 7).

 

5. Right-of-use assets and lease liabilities

 

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

 

One lease contains 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 is as follows:

 

    March 31,
2022
    December 31,
2021
 
Opening balance   $ 548,607     $ 170,731  
Modification by extending the lease term           508,799  
Less: lease payments     (36,063 )     (144,253 )
Interest expense     12,559       13,330  
      525,103       548,607  
Less: current portion of lease liabilities     (79,849 )     (82,677 )
Long-term portion of lease liabilities   $ 445,254     $ 465,930  

 


Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three months ended March 31, 2022
Unaudited – Expressed in Canadian dollars
5. Right-of-use assets and lease liabilities (Continued)

 

The Company entered into a sublease arrangement with a third
party to lease an office unit from May 1, 2021 to March 31, 2022 under the same terms of the Company’s lease. The Company remains
beholden to the obligations set out in its lease dated October 31, 2018. The rental income during the period ended March 31, 2022 from
this operating sublease was $8,508 and recorded in interest and other income.

 

The continuity of ROU assets is as follow:

 

    March 31,
2022
    December 31,
2021
 
Opening balance   $ 539,110     $ 151,790  
Modification by extending the lease term           508,799  
Less: amortization of ROU assets     (30,499 )     (121,479 )
    $ 508,611     $ 539,110  

 

During the three months ended March 31, 2022, the Company recognized
occupancy expenses of $10,871 (2021 – $4,951) related to short term leases.

 

As at March 31, 2022, the remaining payments for the operating
lease are due as follows:

 

    2022     2023     2024     2025     2026     Total  
Office lease   $ 128,819     $ 167,374     $ 170,672     $ 173,970     $ 177,268     $ 818,103  

 

6. Property, plant and equipment

 

    Furniture and fixtures and other     Computer hardware     Computer software     Geological library     Field equipment     Mill equipment     Total  
    $     $     $     $     $     $     $  
Cost                                          
December 31, 2021     158,219       267,004       198,981       51,760       245,647       13,968,566       14,890,177  
Additions                                          
March 31, 2022     158,219       267,004       198,981       51,760       245,647       13,968,566       14,890,177  
                                                         
Accumulated depreciation                                                        
December 31, 2021     151,390       244,043       189,206       50,779       235,227             870,645  
Depreciation     854       1,722       733       49       521             3,879  
March 31, 2022     152,244       245,765       189,939       50,828       235,748             874,524  
                                                         
Carrying amounts                                                        
December 31, 2021     6,829       22,961       9,775       981       10,420       13,968,566       14,019,532  
March 31, 2022     5,975       21,239       9,042       932       9,899       13,968,566       14,015,653  

 


Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three months ended March 31, 2022
Unaudited – Expressed in Canadian dollars
7. Exploration and evaluation assets

 

    Tuligtic     Other Property     Total  
Exploration and evaluation assets   $     $     $  
Acquisition costs:                        
Opening balance – (December 31, 2021)     11,211,756       1       11,211,757  
Additions                  
Closing balance – (March 31, 2022)     11,211,756       1       11,211,757  
Deferred exploration costs:                        
Opening balance – (December 31, 2021)     50,219,882             50,219,882  
Costs incurred during the period                        
Professional/technical fees     16,912             16,912  
Claim maintenance/lease costs     83,694             83,694  
Geochemical, metallurgy     2,232             2,232  
Travel and accommodation     49,030             49,030  
Geology, geophysics and exploration     66,371             66,371  
Supplies and miscellaneous     49,182             49,182  
Environmental and permit     144,911             144,911  
Value-added tax (Note 4)     55,686               55,686  
Refund – Value-added tax     (73,055 )           (73,055 )
Total deferred exploration costs during the period     394,963             394,963  
Closing balance – (March 31, 2022)     50,614,845             50,614,845  
Total exploration and evaluation assets     61,826,601       1       61,826,602  

 

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

 

 

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

 

 

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

 

 

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 charge on sales. Under certain circumstances and subject to approval
from tax authorities as Company can also apply for early refund of VAT prior to generating sales. During the three months ended March
31, 2022, the Company received a VAT recovery of $73,055 and other income of $20,202 related to the VAT refund from prior years are recorded
in interest and other income.

 


Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three months ended March 31, 2022
Unaudited – Expressed in Canadian dollars
8. Gold loan payable and gold in trust

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 


Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three months ended March 31, 2022
Unaudited – Expressed in Canadian dollars
8. Gold loan payable and gold in trust (Continued)

 

At inception, the following assumptions were used: expected life
of five years, risk-free interest rate of 1.57% and expected volatility of 11.06%. The fair value of the embedded derivative for the period
ended March 31, 2022 decreased by $3,334 based on the following assumptions used in the Black-Scholes option-pricing model: expected life
of 2.00 years, risk-free interest rate of 1.23% and expected volatility of 15.63%.

 

The continuity of gold loan payable and derivative financial
liabilities are as follows:

 

    March 31,
2022
   

December 31,

2021

 
Gold loan payable – opening balance   $ 3,227,545     $ 2,842,756  
Accrued interest expense     71,650       271,093  
Accrued standby fees     2,386       8,743  
Accretion expense     31,952       114,535  
Foreign exchange difference     (46,237 )     (9,582 )
Gold loan payable   $ 3,287,296     $ 3,227,545  
                 
Derivative financial liabilities – opening balance   $ 391,620     $ 375,417  
Change in fair value through profit & loss     (3,334 )     18,156  
Foreign exchange difference     (5,622 )     (1,953 )
Derivative financial liabilities   $ 382,664     $ 391,620  

 

As at March 31, 2022, Almaden has 397 ounces of gold bullion
on its account at a fair value of $954,434.

 

The continuity of gold in trust are as
follows:

 

    March 31, 2022     December 31, 2021  
    Ounces     $     Ounces     $  
Gold in trust, opening balance     397       915,995       797       955,781  
Sale of gold in trust                 (400 )      
Change in fair value through profit & loss           51,589               (35,775 )
Foreign exchange difference           (13,150 )             (4,011 )
      397       954,434       397       915,995  

 

 

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 was $2,371,174, valued using the Black-Scholes Pricing model with the following assumptions:

 

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

 


Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three months ended March 31, 2022
Unaudited – 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 a gain of $1,747,884 and is recognized in the consolidated statements of loss and comprehensive loss for the year ended December 31,
2021. The fair value warrants were re-valued at period end using the Black-Scholes Pricing Model with the following assumptions:

 

Risk-free interest rate 0.95%
Expected life of warrants 2.21 years
Expected annualized volatility 78.39%
Dividend Nil
Forfeiture rate 0%

 

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 a loss of $164,996 (March 31, 2021 – gain of $376,083) and is recognized in the condensed consolidated interim statements comprehensive
loss for the period ended March 31, 2022. The fair value warrants were re-valued at period end using the Black-Scholes Pricing Model with
the following assumptions:

 

    March 31, 2022   March 31, 2021
Risk-free interest rate   2.27%   0.49%
Expected life of warrants   1.97 years   2.97 years
Expected annualized volatility   79.36%   72.83%
Dividend   Nil   Nil
Forfeiture rate   0%   0%

 

10. Share capital and reserves

 

(a) Authorized share capital

 

At March 31, 2022, 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.

 

 

The continuity of warrants for the three months ended March
31, 2022 is as follows:

 

    Exercise     December 31,                       March 31,  
Expiry date   price     2021     Issued     Exercised     Expired     2022  
June 7, 2022   $ 1.35       4,720,000                         4,720,000  
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       8,358,846                         8,358,846  
May 14, 2024   $ 1.50       500,000                         500,000  
Warrants outstanding and exercisable             22,168,504                         22,168,504  
Weighted average exercise price           $ 0.95                       $ 0.95  

 


Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three months ended March 31, 2022
Unaudited – Expressed in Canadian dollars
10. Share capital and reserves (Continued)

 

(c) 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 March 31, 2022,
the Company had reserved 1,732,141 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 three months ended March 31, 2022 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 three months ended March
31, 2022 is as follows:

 

Expiry date   Exercise
price
    December 31,
2021
    Granted     Exercised     Expired     March 31,
2022
 
March 4, 2022   $ 0.47       1,125,000                   (1,125,000 )      
April 30, 2022   $ 0.41       100,000                         100,000  
April 30, 2022   $ 0.58       220,000                         220,000  
May 31, 2022   $ 0.62       600,000                         600,000  
June 9, 2022   $ 0.64       1,980,000                         1,980,000  
October 3, 2022   $ 1.13       860,000                         860,000  
December 15, 2022   $ 0.89       900,000                         900,000  
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       2,470,000                         2,470,000  
September 18, 2023   $ 0.51       960,000                         960,000  
March 7, 2027   $ 0.38             1,125,000                   1,125,000  
Options outstanding and exercisable             11,990,000       1,125,000             (1,125,000 )     11,990,000  
Weighted average exercise price           $ 0.68     $ 0.38           $ 0.47     $ 0.67  

 


Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three months ended March 31, 2022
Unaudited – Expressed in Canadian dollars
10. Share capital and reserves (Continued)

 

(c) Share purchase option compensation plan (Continued)

 

Total share-based payments expenses as a result of options
granted and vested during the period ended March 31, 2022 was $348,750 (2021 – $972,500).

 

The fair value of the options granted during the period ended
March 31, 2022 was estimated on the grant date using the Black-Scholes option pricing model with the following weighted average assumptions:

 

Risk-free interest rate 1.65%
Expected life 5.00 years
Expected volatility 85.37%
Expected dividend yield Nil
Weighted average fair value per option $0.31

 

11. Related party transactions and balances

 

(a) Compensation of key management personnel

 

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

 

    Three months ended March 31,  
    2022     2021  
             
Professional fees   $ 15,000     $ 15,000  
Salaries and benefits (1)     108,863       26,050  
Share-based payments     302,250       933,750  
Director’s fees     36,250        
    $ 462,363     $ 974,800  

 

(1) Effective May 1, 2019, the Chairman has deferred payment of his salary of $8,000 per month. The Company
owes $256,000 to the Chairman as at March 31, 2022 (December 31, 2021 – $256,000), which is recorded in accounts payable.

 

(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.

 


Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three months ended March 31, 2022
Unaudited – Expressed in Canadian dollars
11. Related party transactions and balances (Continued)

 

(b) Administrative Services Agreements (Continued)

 

At March 31, 2022, the Company received $36,778 (2021 – $163,523)
from Azucar for administrative services fees included in other income and received $178,571 (2021 – $163,523) from Almadex for administrative
services fees included in other income.

 

At March 31, 2022, included in accounts receivable is $10,961
(December 31, 2021 – $15,063) due from Azucar and $168,959 (December 31, 2021 – $69,298) due from Almadex in relation to expenses 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

 

At March 31, 2022, the Company accrued $Nil (December 31, 2021
– $72,130) payable to Almadex for exploration and drilling services in Mexico.

 

During the three months ended March 31, 2022, the Company employed
the Chairman’s daughter for a salary of $10,325 less statutory deductions (2021 – $10,325) for marketing and administrative services
provided to the Company.

 

 

Basic and diluted net loss per share

 

The calculation of basic net loss per share for the three months
ended March 31, 2022 was based on the loss attributable to common shareholders of $1,139,918 (2021 – $1,054,779) and a weighted average
number of common shares outstanding of 137,221,408 (2021 – 123,519,656).

 

The calculation of diluted net loss per
share for the period ended March 31, 2022 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:

 

    Three months ended March 31,  
Investing and financing activities   2022     2021  
             
Fair value of cash stock options transferred to share capital on exercise of options           177,250  
Warrant liability           2,371,174  
                 

 


Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three months ended March 31, 2022
Unaudited – Expressed in Canadian dollars
13. Supplemental cash flow information (Continued)

 

As at March 31, 2022, $75,554 of exploration and evaluation
asset costs are included in trade and other payables (December 31, 2021 – $89,203).

 

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

 

    March 31,
2022
    December 31,
2021
 
             
Cash   $ 1,703,454     $ 2,133,076  
Term Deposits     7,373,600       8,037,300  
    $ 9,077,054     $ 10,170,376  

 

 

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

 

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

 

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

 

 

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 March 31, 2022, the Company is exposed to foreign exchange
risk through the following monetary assets and liabilities denominated in currencies other than the functional currency of the applicable
subsidiary:

 

All amounts in Canadian dollars   US dollar     Mexican peso  
Cash and cash equivalents   $ 5,344,321     $ 119,852  
Accounts receivable and prepaid           574  
Gold in trust     954,434        
Total assets   $ 6,298,755     $ 120,426  
                 
Trade and other payables   $ 3,277     $ 85,549  
Gold loan payable     3,287,296        
Derivatives financial liabilities     382,664        
Total liabilities   $ 3,673,237     $ 85,549  
                 
Net assets   $ 2,625,518     $ 34,877  

 


Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three months ended March 31, 2022
Unaudited – Expressed in Canadian dollars
14. Financial instruments (Continued)

 

(a) Currency risk (Continued)

 

A 10% change in the US dollar exchange
rate relative to the Canadian dollar would change the Company’s net loss by $263,000.

 

A 10% change in the Mexican peso relative to the Canadian dollar
would change the Company’s net loss by $3,000.

 

 

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 were
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 March 31, 2022, the Company’s maximum exposure to
credit risk is the carrying value of its cash and cash equivalents, and accounts receivable.

 

 

Liquidity risk is the risk that the Company will not be able
to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure.

 

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

 

 

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 $91,000.

 


Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three months ended March 31, 2022
Unaudited – Expressed in Canadian dollars
14. Financial instruments (Continued)

 

(e) Commodity and equity price risk

 

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

 

(f) Classification of financial instruments

 

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

 

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

 

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

 

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

 

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

 

    Level 1     Level 2     Level 3     Total  
      $       $       $       $  
Derivative financial liabilities           382,664             382,664  
Warrant liability           788,286             788,286  

 

 

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.

 


Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three months ended March 31, 2022
Unaudited – Expressed in Canadian dollars
15. Management of capital (Continued)

 

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 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:

 

    March 31,
2022
    December 31,
2021
 
Canada   $ 553,425     $ 587,684  
United States     13,968,566       13,968,566  
Mexico     61,828,875       61,434,031  
    $ 76,350,866     $ 75,990,281  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19

Exhibit 99.2

 

ALMADEN MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

March 31, 2022

 

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 May 13, 2022. This MD&A is intended to help the reader
understand, and should be read in conjunction with, the condensed consolidated interim financial statements of Almaden for the financial
period ended March 31, 2022 and supporting notes. The condensed consolidated interim financial statements have been prepared in accordance
and compliance with
International Financial Reporting Standards (“IFRS”) as issued by the International Accounting
Standards Board (“IASB”).

 

Management is responsible for the preparation and integrity of the Company’s
condensed consolidated interim 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 condensed consolidated interim financial statements
and MD&A, and to discuss other financial, operating and internal control matters.

 

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

 

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

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 by the nature of its business and
exploration activities and size, 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, including those described under the heading “Risk factors” in our Annual Information
Form (“AIF”) and those 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, including the Company’s AIF for the year ended December 31, 2021, can be found on SEDAR at www.sedar.com,
on the EDGAR section of the SEC’s website at www.sec.gov, and/or on the Company’s website at www.almadenminerals.com.

 

QUARTERLY HIGHLIGHTS

 

On February 17, 2022, the Company announced that the Supreme Court of Justice
of Mexico (“SCJN”) reached a decision on February 16, 2022 in respect of the Mineral Title Lawsuit involving the Company’s
mineral claims (for background see the “Risks and Uncertainties” section, under the subheading “Title to Mineral Properties”),
and on April 27, 2022, the Company announced that the SCJN had published its final decision on this matter.

 

 

Almaden has reviewed the final decision of the SCJN. The decision determines
that the Mexican mineral title law is constitutional, but that before issuing Almaden’s mineral titles, the Ministry of the Economy
should have provided for a consultation procedure with relevant indigenous communities. The decision orders the Ministry of the Economy
to declare Almaden’s mineral titles ineffective (“insubsistentes”) and to then issue them to Almaden following
the Ministry’s compliance with its obligation to carry out the necessary procedures to consult with indigenous communities. The
decision discusses the application of international law and jurisprudence to the implementation of consultation by Mexican authorities
with relevant indigenous communities. It also provides some detail to Mexican authorities regarding the procedures required to be followed
by those authorities in the performance of indigenous consultation prior to the grant of mineral claims. Furthermore, the decision clarifies
that the Company’s original claim applications were submitted pursuant to the legal framework in force at the time and as such Almaden’s
mineral rights at the Ixtaca project are safeguarded while the mining authorities comply with conditions and requirements prior to issuing
the mineral titles. As previously disclosed, the Company has no interest in holding mineral claims over the indigenous community’s
land. The decision will take effect at the time of its official notification to the Company which is expected shortly.

 

Almaden intends to interact with Mexican government officials and local
community officials in order to facilitate to the extent possible the government’s execution of its responsibilities in the issuance
of the mineral titles. At present there is no timeline for the consultation process.

 

During the quarter, the Company started to re-engage more proactively
with local communities in the wake of the easing of COVID pandemic restrictions. The Company has had the pleasure of working with community
leaders to support education and agriculture initiatives in the local area, and subsequent to quarter end, held its first community dialogue
session since the onset of the COVID pandemic. All fieldwork at Ixtaca is being conducted in compliance with the directives of the Mexican
Institute for Social Security (“IMSS”). In addition to numerous sanitary measures, the Company has established a COVID-19
Committee that meets weekly to assess the COVID-19 situation, ensure commitment to Company protocols, and discuss opportunities for improvement
in the protocols. As part of this process, the Company arranged for a five-hour online COVID-19 education training program for each employee,
resulting in an IMSS certificate for each employee.

 

OVERALL PERFORMANCE

 

Overview

 

Company Mission and Focus

 

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

 

Qualified Person

 

Morgan Poliquin, P.Eng., a “Qualified Person” as defined
in National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) and the President,
Chief Executive Officer and a director of Almaden, has reviewed and approved the scientific and technical information in this MD&A.
Much of the scientific and technical contents in this MD&A are derived from the Ixtaca Gold-Silver Project, Puebla State, Mexico,
NI 43-101 Technical Report on the Feasibility Study with an effective date of January 24, 2019 (the “FS”). The independent
Qualified Persons responsible for preparing the FS are set out below under the heading, “Qualified Persons, Sample Preparation,
Analyses, Quality Control and Assurance”.

 

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

 

All capitalized terms used but not defined in this MD&A have the meanings
given to them in NI 43-101 and the 2014 CIM definitions Standards on Mineral Resources and Reserves (the “CIM Standards”).

 

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

 

Under CIM Standards, a Mineral Reserve is the economically mineable part
of a Measured or Indicated Mineral Resource demonstrated by a Preliminary Feasibility Study or a Feasibility Study. This study must include
adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting,
that extraction could reasonably be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur
when the material is mined.

 

 

 

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

 

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

 

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

 

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

 

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

 

The terms “Mineral Reserve,” “Proven Mineral Reserve”
and “Probable Mineral Reserve” are Canadian mining terms as defined in accordance with NI 43-101 and the CIM Standards. These
definitions differ from the definitions in SEC Industry Guide 7 under the United States Securities Act of 1933, as amended. Under
SEC Industry Guide 7, a reserve is defined as part of a mineral deposit which could be economically and legally extracted or produced
at the time the reserve determination is made. Under SEC Industry Guide 7 standards, a “final” or “bankable”
feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis
to designate reserves, and the primary environmental analysis or report must be filed with the appropriate governmental authority. In
addition, the terms “Mineral Resource,” “Measured Mineral Resource,” “Indicated Mineral Resource”
and “Inferred Mineral Resource” are defined in and required to be disclosed by NI 43-101 and the CIM Standards; however,
these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements
filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be
converted into reserves under the SEC Industry Guide 7.
“Indicated Mineral Resource” and “Inferred Mineral Resource”
have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot
be assumed that all, or any part, of an Indicated Mineral Resource or Inferred Mineral Resource will ever be upgraded to a higher category.
Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of Feasibility Studies or Pre-Feasibility Studies,
except in rare cases. Investors are cautioned not to assume that all or any part of an Inferred Mineral Resource exists or is economically
or legally mineable.
Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations;
however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards
as in place tonnage and grade without reference to unit measures.

 

Accordingly, information contained in this MD&A or incorporated by
reference herein contains descriptions of the Company’s mineral deposits that may not be comparable to similar information made
public by U.S. companies subject to the reporting and disclosure requirements under United States federal securities laws and the
rules and regulations promulgated thereunder.

 

 

Ixtaca (Tuligtic) – Mexico

 

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

 

Location and Ownership

 

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

 

Recent Updates

 

On February 17, 2022, the Company announced that the SCJN reached a decision
in respect of the Mineral Title Lawsuit involving the Company’s mineral claims (for background see the “Risks and Uncertainties”
section, under the subheading “Title to Mineral Properties”), and on April 27, 2022, the Company announced that the SCJN had
published its final decision on this matter.

 

As previously reported, Almaden’s mineral claims have been the basis
of 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. In April 2019, a lower court in Puebla State issued a decision that Mexico’s mining
law is unconstitutional because it fails to include provisions requiring consultation of indigenous communities before the granting of
a mineral title. The lawsuit uses the Company’s mineral claims to make the argument. For more background see the Company’s
press releases of April 14, 2021, February 27, 2020, and April 15, 2019.

 

Almaden has reviewed the final decision of the SCJN. The decision determines
that the Mexican mineral title law is constitutional, but that before issuing Almaden’s mineral titles, the Ministry of the Economy
should have provided for a consultation procedure with relevant indigenous communities. The decision orders the Ministry of the Economy
to declare Almaden’s mineral titles ineffective (“insubsistentes”) and to then issue them to Almaden following
the Ministry’s compliance with its obligation to carry out the necessary procedures to consult with indigenous communities. The
decision discusses the application of international law and jurisprudence to the implementation of consultation by Mexican authorities
with relevant indigenous communities. It also provides some detail to Mexican authorities regarding the procedures required to be followed
by those authorities in the performance of indigenous consultation prior to the grant of mineral claims. Furthermore, the decision clarifies
that the Company’s original claim applications were submitted pursuant to the legal framework in force at the time and as such Almaden’s
mineral rights at the Ixtaca project are safeguarded while the mining authorities comply with conditions and requirements prior to issuing
the mineral titles. As previously disclosed, the Company has no interest in holding mineral claims over the indigenous community’s
land. The decision will take effect at the time of its official notification to the Company which is expected shortly.

 

Almaden intends to interact with Mexican government officials and local
community officials in order to facilitate to the extent possible the government’s execution of its responsibilities in the issuance
of the mineral titles. At present there is no timeline for the consultation process.

 

On December 11, 2018, the Company reported the completion of a Feasibility
Study on the Ixtaca Project, which estimated the initial capital cost of Ixtaca to be US$174 million. None of this amount has been spent
to date. The Company is currently pursuing the permitting of the project with Mexican authorities and anticipates that it will incur less
than $10 million in the lead-up to potential construction, exclusive of corporate general, administrative, discretionary exploration drilling,
and financing costs, with such amounts relating to permitting costs, land acquisition, mill storage, and contingencies. Land acquisition
costs generally refer to private acquisition agreements with surface landowners in order to facilitate a Change of Use of Land permit.
The $10 million expenditure mentioned in this paragraph is not required for the purposes of maintaining the Ixtaca Project.

 

 

The Company expects to keep the Rock Creek Mill in storage until the environmental
impact assessment permit is approved. The Rock Creek Mill has been dismantled and prepared for shipping.

Aside from the potential impact of the above-mentioned decision of the
SCJN on the Company’s mineral claims, which the Company is not yet in a position to assess, the significant events remaining prior
to being in a position to commence construction are as follows:

 

  MIA permit application and approval.
  Change of Use of Land permit.
  Project financing.

 

Feasibility Study and Updated Resource Estimate

 

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

 

FS HIGHLIGHTS

 

(All values shown are in $US. Base case uses $1,275/oz gold and $17/oz silver prices. Gold and
silver equivalency calculations assume 75:1 ratio).

 

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

 

 

Feasibility Study Summary

 

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

 

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

 

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

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

 

Geology and Mineral Resource Estimate

 

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

 

Table 2- Summary of Ixtaca Mineral Resources

 

MEASURED RESOURCE
AuEq Cut-off Tonnes > Cut-off Grade>Cut-off Contained Metal x 1,000
(g/t) (tonnes) Au (g/t) Ag (g/t) AuEq (g/t) Au (ozs) Ag (ozs) AuEq (ozs)
0.30 43,380,000 0.62 36.27 1.14 862 50,590 1,591
0.50 32,530,000 0.75 44.27 1.39 788 46,300 1,454
0.70 25,080,000 0.88 51.71 1.63 711 41,700 1,312
1.00 17,870,000 1.06 61.69 1.95 608 35,440 1,118

 

 

INDICATED RESOURCE
AuEq Cut-off Tonnes > Cut-off Grade>Cut-off Contained Metal x 1,000
(g/t) (tonnes) Au (g/t) Ag (g/t) AuEq (g/t) Au (ozs) Ag (ozs) AuEq (ozs)
0.30 80,760,000 0.44 22.67 0.77 1,145 58,870 1,994
0.50 48,220,000 0.59 30.13 1.02 913 46,710 1,586
0.70 29,980,000 0.74 37.79 1.29 715 36,430 1,240
1.00 16,730,000 0.96 47.94 1.65 516 25,790 888
INFERRED RESOURCE
AuEq Cut-off Tonnes > Cut-off Grade>Cut-off Contained Metal x 1,000
(g/t) (tonnes) Au (g/t) Ag (g/t) AuEq (g/t) Au (ozs) Ag (ozs) AuEq (ozs)
0.30 40,410,000 0.32 16.83 0.56 412 21,870 726
0.50 16,920,000 0.44 25.43 0.80 237 13,830 436
0.70 7,760,000 0.57 33.80 1.06 142 8,430 264
1.00 3,040,000 0.79 43.64 1.42 77 4,270 139

 

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

 

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

 

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

 

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

 

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

 

Mine Plan

 

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

 

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

 

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

 

Processing

 

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

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

 

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

 

 

Table 3 Ore Sort Mill Feed grade improvement

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

 

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

 

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

 

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

 

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

 

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

 

Table 4 Average Life of Mine Process Recoveries from Mill Feed

 

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

 

Water and Waste Management

 

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

 

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

 

 

 

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

 

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

 

Mineral Reserve Estimate

 

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

 

Table 5 – Mineral Reserves

  Tonnes Diluted Average Grades Contained Metal
  (millions) Au (g/t) Ag (g/t) Au – ‘000 ozs Ag – ‘000 ozs
Proven 31.6 0.70 43.5 714 44,273
Probable 41.4 0.51 30.7 673 40,887
TOTAL 73.1 0.59 36.3 1,387 85,159

 

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

 

Legal, political, environmental, or other risks
that could materially affect the potential development of the Mineral Reserves are provided below under the heading “Risk factors”
and under the heading “Risks and Uncertainties” sections entitled “Item 3. Key Information – Risk Factors”, “Item
4. Information on the Company – Business Overview”, “Item 4. Information on the Company – Principal Property Interests”
and “Item 5. Operating and Financial Review and Prospects” in the Company’s Annual Information Form.

 

 

 

Capital and Operating Costs

 

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

 

Table 6 – Initial Capital Costs ($ millions)

 

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

 

Table 7 – Expansion Capital Costs ($ millions)

 

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

 

Table 8 – LOM Average Operating Costs ($)

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

 

Economic Results and Sensitivities

 

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

 

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

 

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

 

 

Community Consultations

 

Almaden has a long history of engagement with communities in the region
around the Ixtaca Project. Amongst many other initiatives, the Company has trained and employed drillers and driller helpers from the
local area, held ten large-scale community meetings totalling over 4,500 people, taken 480 local adults on tours of operating mines in
Mexico, and held monthly technical meetings on a diverse range of aspects relating to the mining industry and the Ixtaca project. On December
9, 2018, Almaden hosted a large-scale community meeting which was attended by over 800 people, including representatives of the new Federal
Government in Mexico. At the end of 2021, the Company convened an outdoor end of year gathering in a large open space and is very appreciative
of the ongoing support and optimism from local communities regarding the future of the project and the tremendous value that we can collectively
deliver to the local area through project development.

 

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

 

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

 

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

 

This extensive consultation resulted in changes to some elements of the
mine design, including the planned construction of a permanent water reservoir to serve the local area long after mine closure, and the
shift to dry-stack filtered waste management.

 

The Company has now commenced work on a Human Rights Impact Assessment
(“HRIA”) at the Ixtaca project. The HRIA will be conducted in accordance with best international practice and in observance
of the latest developments in international human rights legislation and precedents. It will seek to predict, identify, characterize,
and assess the impacts the project may have on these matters and will propose strategies which amplify the positive impacts and mitigate
or compensate for any negative ones.

 

Economic Contributions

 

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

 

Closure and Reclamation

 

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

 

 

 

Opportunities

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Next Engineering and Development Steps

 

In December 2020, the Company announced that its initial MIA was not approved
by Mexican authorities. The Company is now preparing a revised MIA permit application which incorporates additional data presently available
to the Company as well as data gathered in further field studies.

 

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

 

The independent qualified persons responsible for preparing the FS were:
Jesse Aarsen, P.Eng., Tracey Meintjes, P.Eng., Edward Wellman PE, PG, CEG, Clara Balasko, P.E., Kristopher Raffle, P.Geo., and Gary Giroux,
M.A.Sc., P.Eng., all of whom acted as independent consultants to the Company, and are Qualified Persons as defined by NI 43-101.

 

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

 

 

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

 

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

 

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

 

Exploration Opportunities

 

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

 

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

 

Outlook

 

Almaden has access to sufficient funding to conduct its anticipated work
program for the next fiscal year at the Ixtaca Project. The Company intends to proceed with the preparation of a revised MIA application
and completion of the Human Rights Impact Assessment during 2022. In the normal course, MIA permits may take up to one year for review
by SEMARNAT after submission.

 

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 AIF for the year ended December 31, 2021, as filed on SEDAR on March
25, 2022, under the heading “Annual Information Form”.

 

Industry

 

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

 

 

 

Mineral resource estimates

 

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

 

The prices of gold, silver and other metals

 

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

 

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

 

Cash flows and additional funding requirements

 

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

 

Exchange rate fluctuations

 

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

 

Impact of COVID-19 Pandemic

 

The Company’s business could be significantly adversely affected
by the effects of a widespread global outbreak of contagious disease, including the recent outbreak of respiratory illness caused by COVID-19.
The Company cannot accurately predict the impact COVID-19 will have on third parties’ ability to meet their obligations with the
Company, including due to uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration
of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In particular, the
continued spread of COVID-19 and its variants globally could materially and adversely impact the Company’s business including without
limitation, employee health, limitations on travel, the availability of industry experts and personnel, restrictions to planned drill
programs, and other factors that will depend on future developments beyond the Company’s control. In addition, a significant outbreak
of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and
financial markets of many countries (including those in which the Company operates), resulting in an economic downturn that could negatively
impact the Company’s operations and ability to raise capital.

 

 

 

Environmental, Climate Change, Health and Safety Regulation Compliance

 

The Company’s exploration and development activities are subject
to extensive laws and regulations governing environmental protection and employee health and safety promulgated by governments and government
agencies.

 

Environmental (inclusive of climate change) and health and safety laws
and regulations are complex and have become more stringent over time. Failure to comply with applicable environmental and health and safety
laws may result in injunctions, damages, suspension or revocation of permits and imposition of penalties. Environmental regulation is
evolving in a manner resulting in stricter standards and the enforcement of, and fines and penalties for, non-compliance are becoming
more stringent.

 

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

 

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

 

Climate change regulations may become more onerous over time as governments
implement policies to further reduce carbon emissions, including the implementation of taxation regimes based on aggregate carbon emissions.
Some of the costs associated with reducing emissions can be offset by increased energy efficiency and technological innovation. However,
the cost of compliance with environmental regulation and changes in environmental regulation has the potential to result in increased
costs of operations, reducing the potential profitability of the Company’s future operations.

 

Due to increased global attention regarding the use of cyanide in mining
operations, regulations may be imposed restricting or prohibiting the use of cyanide and other hazardous substances in mineral processing
activities. If such legislation were to be adopted in a region in which the Company relies on the use of cyanide, it would have a significant
adverse impact on the Company’s results of operations and financial condition as there are few, if any, substitutes for cyanide
in extracting metals from certain types of ore.

 

While the Company intends to fully comply with all applicable environmental
and health and safety regulations there can be no assurance that the Company has been or will at all times be in complete compliance with
such laws, regulations and permits, or that the costs of complying with current and future environmental and health and safety laws and
permits will not materially and adversely affect the Company’s future business, results of operations or financial condition.

 

Laws and regulations

 

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

 

 

 

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

 

In December 2020, the Company received notification
from SEMARNAT that its environmental permit application (defined above as the “MIA”) for the Ixtaca Project submitted
in 2019 did not receive approval.
There is no assurance that any future MIA permit application will be successful. Such an application
may be subject to challenge or litigation by third parties, which may delay any decision in respect of the MIA application or which may
inhibit the Company’s ability to proceed with the Ixtaca Project even in the event of a positive outcome to the planned resubmitted
MIA application. Under Mexican law, in addition to the MIA permit, a number of additional permits from Federal, State, and Municipal authorities,
including a Change of Use of Land permit, an explosives permit, a water usage permit, and permits relating to powerline construction and
electrical use, among others, will be required before proceeding to construction and operation of the Ixtaca Project.

 

Until the MIA is approved, for which there is
significant uncertainty about time and outcome, and other necessary permits as described herein are obtained, any funds raised by the
Company cannot be used to proceed to construction and operation of the Ixtaca Project and may be used for working capital, including expenditures
relating to permitting costs, exploration and drilling activities, land acquisition, mill storage,
community activities within
the social area of impact of the project and contingencies.

 

Political, economic and social environment

 

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

 

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

 

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

 

 

 

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

 

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

 

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

 

As noted below under “Title to Mineral Properties”, Mexico’s
SCJN has recently determined that before issuing Almaden’s mineral titles, the Ministry of the Economy should have provided for
a consultation procedure with relevant indigenous communities. The decision orders the Ministry of the Economy to declare Almaden’s
mineral titles ineffective (“insubsistentes”) and to issue them following the Ministry’s compliance with its
obligation to carry out the necessary procedures to consult with indigenous communities. The decision will take effect at the time of
official notification of the decision to the Company which is expected in April 2022.

 

The standards for local implementation of the obligations assumed by Mexico
under ILO Convention 169 regarding the human right to free, prior, informed consultation of indigenous communities are currently evolving.
The draft SCJN decision may halt or result in a significant delay in project development notwithstanding the extensive engagement already
conducted by the Company in relevant communities.

 

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

 

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

 

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

 

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

 

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

 

 

 

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

 

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

 

Title to mineral properties

 

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

 

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

 

There is also a risk that the Company’s exploration, development
and mining authorizations and surface rights may be challenged or impugned by third parties. In addition, there is a risk that the Company
will not be able to renew some or all its licenses in the future. Inability to renew a license could result in the loss of any project
located within that license. As noted in our press releases dated April 15, 2019, February 27, 2020, April 14, 2021, and February 17,
2022, and April 27, 2022 the Company’s Original Concessions (as defined below) have been the subject of legal proceedings (the “Amparo”,
or “Mineral Title Lawsuit”). On April 7, 2015, the Ejido Tecoltemi filed the Amparo against Mexican mining authorities
claiming that Mexico’s mineral title system is unconstitutional because indigenous consultation is not required before the granting
of mineral title. Almaden’s two original mining concessions covering the Ixtaca project (the “Original Concessions”)
(Figure 1) are the subject matter of the Amparo. The Original Concessions cover Almaden’s Ixtaca project and certain endowed lands
of the Ejido (the “Ejido Lands”). The Ejido Lands overlap approximately 330 Ha of the far south-eastern corner of the
Original Concessions and are not considered material to Almaden.

 

 

 

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

 

On February 17, 2022, the Company announced that the SCJN reached a decision
in respect of the Mineral Title Lawsuit involving the Company’s mineral claims, and on April 27, 2022, the Company announced that
the SCJN had published its final decision on this matter.

 

Almaden has reviewed the final decision of the SCJN. The decision determines
that the Mexican mineral title law is constitutional, but that before issuing Almaden’s mineral titles, the Ministry of the Economy
should have provided for a consultation procedure with relevant indigenous communities. The decision orders the Ministry of the Economy
to declare Almaden’s mineral titles ineffective and to issue them to Almaden following the Ministry’s compliance with its
obligation to carry out the necessary procedures to consult with indigenous communities. The decision discusses the application of international
law and jurisprudence to the implementation of consultation by Mexican authorities with relevant indigenous communities. It also provides
some detail to Mexican authorities regarding the procedures required to be followed by those authorities in the performance of indigenous
consultation prior to the grant of mineral claims. Furthermore, the decision clarifies that the Company’s original claim applications
were submitted pursuant to the legal framework in force at the time and as such Almaden’s mineral rights at the Ixtaca project are
safeguarded while the mining authorities comply with conditions and requirements prior to issuing the mineral titles. As previously disclosed,
the Company has no interest in holding mineral claims over the indigenous community’s land. The decision will take effect at the
time of its official notification to the Company which is expected shortly.

 

Almaden intends to interact with Mexican government officials and local
community officials in order to facilitate to the extent possible the government’s execution of its responsibilities in the issuance
of the mineral titles. At present there is no timeline for the consultation process. At present there is no timeline for consultation
by the Ministry of the Economy with indigenous communities.

 

Background to Amparo

 

Shortly after the Amparo was filed in 2015, a lower court ordered the suspension
of Almaden from conducting exploration and exploitation work over those portions of the Original Concessions which overlap with the Ejido
Lands.

 

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

 

 

 

The standards for local implementation of the obligations assumed by Mexico
under ILO Convention 169 regarding the human right to free, prior, informed consultation of indigenous communities are currently evolving.
The draft Amparo ruling may halt or result in a significant delay in project development notwithstanding the extensive engagement already
conducted by the Company in relevant communities.

 

Claim Reduction Efforts

 

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

 

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

 

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

 

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

 

On December 21, 2018, the General Directorate of Mines issued a resolution,
which has never been officially notified to the Company, that the New Concessions are left without effect, and the Original Concessions
are in full force and effect (the “December Communication”).

 

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

 

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

 

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

 

 

 

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

 

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

 

On December 1, 2020, the higher court denied the Company’s October
14, 2019 appeal, which objected to the reinstatement by the Mexican mining authorities of the Company’s Original Concessions. This
court decision upheld the action of Mexican mining authorities that reinstated the Original Concessions as the Company’s
sole mineral claims over the Ixtaca Project, and left the New Concessions the Company was awarded in 2017 as held without effect. However,
the decision also stated that the Company had the right to defend the New Concessions through the applicable legal procedures (which have
been initiated through the two Administrative Challenges referred to below).

 

As previously reported, the Company has initiated
two Administrative Challenges against the Mexican mining authorities for revoking the Company’s lawfully reduced New Concessions.
These challenges are based in part on Mexican legal advice that the Company cannot be forced to own mineral rights that it does not wish
to own. These Administrative Challenges remain in process
.

 

Currently, applicable Mexican mining authority records show the Original
Concessions as Almaden’s sole mineral claims to the Ixtaca project. As noted above those claims are subject to the Amparo and the
decision of the SCJN announced by the Company on April 27, 2022. To date Almaden has filed its taxes and assessment reports on the basis
of the reduced area defined by the New Concessions. These taxes have been accepted by the Mexican mining authorities, and Almaden has
not received any notifications from the Mexican mining authorities regarding taxes on the Original Concessions.

 

Possible dilution to present and prospective shareholders

 

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

 

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

 

At May 13, 2022, there were 11,670,000 stock options and 22,168,504 warrants
outstanding. Directors and officers hold 9,375,000 of the options and 2,295,000 are held by employees and consultants of the Company.
Directors and officers hold 581,000 of the warrants.

 

Trading volume

 

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

 

Volatility of share price

 

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

 

 

 

Competition

 

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

 

Dependence on management

 

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

 

Conflict of interest

 

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

 

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 March 31, 2022, the Company concluded that no impairment indicators
existed with respect to its exploration and evaluation assets and no impairment of exploration and evaluation assets was recognized.

 

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
Mar 31, 2022
($)
Quarter Ended
Dec 31, 2021
($)
Quarter Ended
Sep 30, 2021
($)
Quarter Ended
Jun 30, 2021
($)
Revenue Nil Nil Nil Nil
Other income 111,631 2,293,825 1,075,244 710,990
Comprehensive income (loss) (1,139,918) 500,298 (567,793) (241,648)
Basic & diluted net loss per share (0.01) (0.00) (0.01) (0.00)
Total assets 86,602,146 87,232,290 87,444,274 87,736,681
Total long term liabilities 6,652,523 6,457,408 5,940,840 6,455,418
Cash dividends declared Nil Nil Nil Nil

 

  Quarter Ended
Mar 31, 2021
($)
Quarter Ended
Dec 31, 2020
($)
Quarter Ended
Sep 30, 2020
($)
Quarter Ended
Jun 30, 2020
($)
Revenue Nil Nil Nil Nil
Other income 776,137 549,543 429,516 565,025
Comprehensive loss (1,054,779) (1,054,385) (219,048) (910,585)
Basic & diluted net loss per share (0.01) (0.01) (0.00) (0.01)
Total assets 88,395,787 76,448,771 76,889,227 75,020,788
Total long term liabilities 6,648,597 4,688,836 4,873,158 4,874,997
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 and Almadex. The main changes in comprehensive loss include share-based payments relating to the fair values of stock
options granted, professional fees relating to the suspension of the development stage activities, unrealized gain on warrant liability
adjusted for fair value 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 March 31, 2022 compared
to the three months ended March 31, 2021

 

For the three months ended March 31, 2022, the Company recorded a comprehensive
loss of $1,139,918, or $0.01 per common share, compared to a comprehensive loss of $1,054,779, or $0.01 per common share, for the three
months ended March 31, 2021. The increase in comprehensive loss of $85,139 was primarily a result of a $664,506 decrease in other income,
offset by $579,367 decrease in operating expenses.

 

As the Company is in development stage, it has no revenue from mining operations.
Other income of $111,631 (2021 – $776,137) during the three months ended March 31, 2022 relates primarily to the revaluation of the unrealized
loss on warrant liability of $164,996 (2021 – gain of $376,083) and the decrease in administrative services fees earned from Azucar
of $36,778 (2021 – $163,523), and Almadex of $178,571 (2021 – $163,523). The Company has an administrative services agreement with these
two companies whereby overhead and salary expenses are proportionally allocated as described under the heading “Transactions with
Related Parties”. Amounts earned from administrative service fees depends on the business activities of each company. The change
in unrealized gain (loss) on warrant liability of $541,079 in 2022 Q1 compared to 2021 Q1 relates to the decrease in the Company’s
share price to calculate the fair value using the Black-Scholes Pricing Model.

 

Operating expenses were $1,251,549 during the three months ended March
31, 2022 (2021 – $1,830,916). Certain operating expenses were reported on a gross basis and recovered through other income from the administrative
services agreements with Azucar and Almadex. The decrease in operating expenses of $579,367 is mainly due to $623,750 from the lack of
stock option grant in 2022 Q1 compared to 2021 Q1 in share-based payments offset against an increase in salary and benefits of $27,528
and an increase in office and license of $7,978 which all reflects the increase in business activities the same time last year during
the COVID-19 related lockdown in Mexico. These operating expenses were recovered from the administrative services agreement.

 

LIQUIDITY AND CAPITAL RESOURCES

 

At March 31, 2022, the Company had working capital of $9,694,626, including
cash and cash equivalents of $9,077,054, compared to working capital of $14,195,422, including cash and cash equivalents of $13,941,567
at March 31, 2021. The decrease in working capital of $4,500,796 is due the cash balances being used for expenditures in exploration and
evaluation assets and corporate affairs.

 

The Company has long term liabilities of $6,652,523 at March 31, 2022 compared
to $6,457,408 at December 31, 2021 that relates to deferred income tax liability from the Mexican income tax and Special Mining Duty associated
with the Ixtaca project of $1,749,023 (December 31, 2021 – $1,749,023). Other components of long-term liabilities relate to long-term
portion of lease liabilities of $445,254 (December 31, 2021 – $465,930) for office lease, gold loan payable of $3,287,296 (December 31,
2021 – $3,227,545) entered with Almadex on May 14, 2019, warrant liability of $788,286 (December 31, 2021 – $623,290) for the warrants
issued pursuant to the registered direct offering on March 18, 2021 and derivative financial liabilities of $382,664 (December 31, 2021
– $391,620) related to the gold loan.

 

On February 25, 2021, the Company filed a final short form base shelf prospectus
in each of the provinces and territories of Canada, other than Québec (the “Shelf Prospectus”), and a corresponding
registration statement on Form F-10 (the “Registration Statement”) with the United States Securities and Exchange Commission
(the “SEC”) under the U.S./Canada Multijurisdictional Disclosure System.

 

 

 

The Shelf Prospectus and Registration Statement allow Almaden to make offerings
of common shares, warrants, subscription receipts and/or units up to an aggregate total of US$60 million during the 25-month period that
the Shelf Prospectus remains effective. Such securities may be offered in amounts, at prices and on terms to be determined based on market
conditions at the time of sale and set forth in one or more shelf prospectus supplement(s). Information regarding the use of proceeds
from a sale of such securities will be included in the applicable prospectus supplement.

 

Copies of the Shelf Prospectus can be found under the Company’s SEDAR
profile at www.sedar.com; copies of the Registration Statement can be found on EDGAR at www.sec.gov; and copies of such documents may
be obtained by request to the Corporate Secretary of Almaden Minerals Ltd.: 201-1333 Johnston St., Vancouver, British Columbia V6H 3R9,
Canada (TEL: 604.689.7644), or to [email protected]

 

Three months ended March 31, 2022

 

Net cash used in operating activities during the three months ended March
31, 2022 was $661,206 (2021 – $133,951), after adjusting for non-cash activities.

 

Net cash used in investing activities during the three months ended March
31, 2022 was $408,612 (2021 – $684,063) related to expenditures in exploration and evaluation assets while waiting for its development
permits.

 

Net cash used in financing activities during the three months ended March
31, 2022 was $23,504. Net cash from financing activities during the three months ended March 31, 2021 was $12,224,883 as a result of registered
direct offer of $11,692,683 and options exercised of $564,750, and repayment of leasing of $23,504 (2021- $32,550).

 

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.

 

USE OF PROCEEDS FROM MARCH 2021 FINANCING

 

The net proceeds to the Company from the Offering were approximately US$9,630,500
after deducting the Agent’s Fee of US$669,500 in aggregate, but before deducting the expenses of the Offering.

 

The Company intends to use the majority of the net proceeds of the Offering
for preparation and submission of applications for permits required to commence construction of the Ixtaca Project, additional engineering
work, exploration activities, legal and consulting costs, and for general working capital purposes as follows:

 

Items Expressed in millions of dollars Budget USD Budget CAD Actual Use CAD Mar 18, 2021 to Mar 31, 2022 Variance CAD
1. Permitting and related fees and expenses 2.24 2.88 (0.81) 2.07
2. Detailed project engineering and related expenses 2.67 3.42 (0.89) 2.53
3. Exploration drilling 0.78 1.00 (0.68) 0.32
4. Assay costs 0.47 0.60 (0.02) 0.58
5. Geology, mapping, geophysics 0.16 0.21 (0.10) 0.11
6. Mineral leases 0.12 0.15 (0.16) (0.01)
7. Marketing, finance, legal, and administration costs for the next 12 months 1.48 1.90 (1.71) 0.19
8. Public company costs for the next 12 months 0.23 0.29 (0.15) 0.14
9. General working capital 1.48 1.90 (0.86) 1.04
Total   $ 9.63 $ 12.35 (5.38) 6.97

 

The above noted allocation represents the Company’s intentions with
respect to its use of proceeds based on knowledge, planning and expectations of management of the Company as at March 17, 2021, when the
Company filed its prospectus supplement to its base shelf prospectus dated February 25, 2021. Actual
expenditures from March 18, 2021 to March 31, 2022 are reflected and compared to budget. The variance reported above will diminish over
time as if and when the Company advances its permitting efforts. There can be no assurances the above objectives will be completed as
circumstances may change and for business reasons, a reallocation of funds may be necessary in order for the Company to achieve its stated
business objectives. See “Risk Factors”.

 

 

 

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 137,221,408 common shares issued and outstanding and 171,059,912 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, 2020 120,650,254 $131,189,978
December 31, 2021 137,221,408 $141,040,654
May 13, 2022 137,221,408 $141,040,654

 

Warrants

 

The following table summarizes information about warrants outstanding at
May 13, 2022:

 

  Exercise December 31,       May 13,
Expiry date price 2021 Issued Exercised Expired 2022
June 7, 2022 $1.35 4,720,000 4,720,000
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 8,358,846 8,358,846
May 14, 2024 $1.50 500,000 500,000
Warrants outstanding and exercisable

 

22,168,504

22,168,504

Weighted average exercise price

 

$ 0.95

$ 0.95

 

The table in Note 10(c) to the Company’s audited annual consolidated
financial statements for the year ended December 31, 2021 summarizes information about warrants outstanding as at December 31, 2021.

 

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, 2021,
are detailed in Note 10(d) to the Company’s audited annual consolidated financial statements for the
year ended December 31, 2021.

 

 

 

The following table summarizes information about stock options outstanding
at May 13, 2022:

 

 

Expiry date

Exercise

price

December 31,

2021

 

Granted

 

Exercised

 

Expired

May 13,

2022

March 4, 2022 $ 0.47 1,125,000 (1,125,000)
April 30, 2022 $ 0.41 100,000 (100,000)
April 30, 2022 $ 0.58 220,000 (220,000)
May 31, 2022 $ 0.62 600,000 600,000
June 9, 2022 $ 0.64 1,980,000 1,980,000
October 3, 2022 $ 1.13 860,000 860,000
December 15, 2022 $ 0.89 900,000 900,000
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 2,470,000 2,470,000
September 18, 2023 $ 0.51 960,000 960,000
March 7, 2027 $ 0.38 1,125,000 1,125,000

Options outstanding and exercisable

  11,990,000 1,125,000 (1,445,000) 11,670,000
Weighted average exercise price   $ 0.68 $ 0.38 $ 0.48 $ 0.68

 

ENVIRONMENTAL PROVISIONS AND POTENTIAL ENVIRONMENTAL CONTINGENCY

 

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

 

OFF-BALANCE SHEET ARRANGEMENTS

 

The Company has no off-balance sheet arrangements.

 

CONTRACTUAL COMMITMENTS

 

The Company has no contractual commitments.

 

TRANSACTIONS WITH RELATED PARTIES

 

(a)       Compensation
of key management personnel

Key management includes members of the Board, the Chairman,
the President and Chief Executive Officer, the Chief Financial Officer, the Executive Vice President, the Vice President Operations &
Projects, and the Vice President, Project Development. The net aggregate compensation paid or payable to key management for services after
recovery from Azucar and Almadex (Note 11(b) of the March 31, 2022 condensed consolidated interim
financial statements) was as follows:

 

 

 

Three months ended March 31, 2022 Fees Share-based Payments Total
       
Chairman (1) $   13,800 $             – $    13,800
President & CEO 38,813 116,250 155,063
CFO 28,125 77,500 105,625
VP Corporate Development 28,125 77,500 105,625
VP Project Development 15,000 15,000
Directors 36,250 31,000 67,250
  $ 160,113 $ 302,250 $ 462,363

 

Three months ended March 31, 2021 Fees Share-based Payments Total
       
Chairman (1) $     6,000 $             – $     6,000
President & CEO 8,625 122,500 131,125
CFO 5,875 118,750 124,625
VP Corporate Development 5,550 109,750 115,300
VP Project Development 15,000 67,500 82,500
Directors 515,250 515,250
  $   41,050 $ 933,750 $ 974,800

 

(1) Effective May 1, 2019, the Chairman has deferred payment of his salary of $8,000 per month. The Company
owes $256,000 to the Chairman as at March 31, 2022 (December 31, 2021 – $256,000), which is recorded in accounts payable.

 

(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 three months ended March 31, 2022, the Company received
$36,778 (2021 – $163,523) from Azucar for administrative services fees included in other income and received $178,571 (2021 -$163,523)
from Almadex for administrative services fees included in other income.

 

At March 31, 2022, included in accounts receivable is $10,961
(December 31, 2021 – $15,063) due from Azucar, and $168,959 (December 31, 2021 – $69,298) due from Almadex in relation to expenses 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

 

At March 31, 2022, the Company accrued $Nil (December 31, 2021
– $72,130) payable to Almadex for exploration and drilling services in Mexico.

 

During the three months ended March 31, 2022, the Company employed
the Chairman’s daughter for a salary of $10,325 less statutory deductions (2021 – $10,325) 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.

 

Except for warrant liability and derivative financial liabilities, 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.

 

 

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 March 31, 2022, 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 $   5,344,321 $    119,852
Accounts receivable and prepaid expenses 574
Gold in trust 954,434
Total assets $   6,298,755 $    120,426
     
Trade and other payables $        3,277 $      85,549
Gold loan payable 3,287,296
Derivative financial liabilities 382,664
Total liabilities $   3,673,237 $      85,549
     
Net assets $   2,625,518 $      34,877

 

A 10% change in the US dollar exchange rate relative to the
Canadian dollar would change the Company’s net loss by $263,000.

 

A 10% change in the Mexican Peso exchange rate relative to the
Canadian dollar would change the Company’s net loss by $3,000.

 

 

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 were
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 March 31, 2022, the Company’s maximum exposure to
credit risk was the carrying value of its cash and cash equivalents, and accounts receivable.

 

 

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

 

 

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 $91,000.

 

(e) Commodity and equity price risk

 

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

 

(f) Classification of financial instruments

 

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

 

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

 

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

 

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

 

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

 

  Level 1 Level 2 Level 3 Total
  $ $ $ $
Derivative financial liabilities 382,664 382,664
Warrant liability 788,286 788,286

 

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 exploration plans and operations for the foreseeable future. The Company is not subject to externally imposed capital requirements.
There were no changes to the Company’s approach to the management of capital during the period.

 

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, 2021 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 A global pandemic related to COVID-19 was declared in March 2020. The current and expected impacts on
global commerce have been, and are anticipated to be, far-reaching. To date, there has been significant volatility in commodity prices
and foreign exchange rates, restrictions on the conduct of business in many jurisdictions, including travel restrictions, and supply chain
disruptions. There is significant ongoing uncertainty surrounding COVID-19 and the extent and duration of the impact that it may have;
o the estimated useful lives of property, plant and equipment which are included in the consolidated statements
of financial position and the related depreciation included in profit or loss;
o the recoverability of the value of exploration and evaluation assets, which is recorded in the statements
of financial position;
o the provision for income taxes which is included in profit or loss and composition of deferred income
tax liability included in the consolidated statement of financial position and the evaluation of the recoverability of deferred tax assets
based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income prior
to expiry of those deductions;

 

 

 

o the assessment of indications of impairment of each exploration and evaluation asset and property plant
and equipment and related determination of the net realizable value and write-down of those assets where applicable;
o The estimated incremental borrowing rate used to calculate the lease liabilities;
o The estimated fair value of gold in trust; and
o The estimated initial fair value of gold loan payable.

 

In addition to the foregoing, the Company uses the Black-Scholes option
pricing model to determine the fair value of options, warrants, and derivative financial liabilities in order to calculate share-based
payments expense, 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, 2022

 

Certain new accounting standards and interpretations have been published
that are effective from January 1, 2022; however, these standards have been assessed by the Company and are not expected to have a material
impact on the Company’s consolidated financial statements.

 

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 March 31, 2022 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: anticipated results and developments in the Company’s operations; planned exploration and development on the Company’s
Ixtaca gold and silver project on the Tuligtic Property (the “Ixtaca Project”); planned expenditures and budgets and
the execution thereof; the feasibility of the Ixtaca Project; the Company’s forecasts and expected cash flows; the Company’s
projected capital and operating costs; the Company’s expectations regarding mining and metallurgical recoveries; mine life and
production rates; disclosure regarding the permitting review process for the Ixtaca Project; the impact of legal actions in Mexico including
the impact of the Amparo proceedings and SCJN decision, the timing of the official notification of that decision to the Company, that
the decision clarifies that the Company’s mineral rights at the Ixtaca project are protected while the mining authorities conduct
any necessary consultations prior to granting formal title, the timing and procedures for any consultation by the Ministry of the Economy
with indigenous communities and the timing and procedures for the Ministry of the Economy to issue mineral titles to Almaden; the Company’s
plans to re-submit a revised MIA to Secretaría de Medio Ambiente y Recurso Naturales’ (“SEMARNAT”);

 

 

 

the
potential timing of the MIA resubmission; the Company’s plans to complete an HRIA and timing thereof; plans to continue regional
exploration in an effort to expand the known resource at the Ixtaca Project; the expected extension of the Rock Creek Mill storage; the
impact of the project’s proposed drystack tailing facilities, the Company’s belief that the Ixtaca Project can be a showcase for
modern, responsible mineral development in Mexico and define new ground in the realm of sustainable mining; the potential impact of ore
sorting results on project economics and design; the potential for further discoveries within the Ixtaca Project area; disclosure regarding
potential project financing; permitting time lines and requirements; 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 mineral exploration needs for its
next fiscal year; the possible effect of changes in interest rates and exchange rates on the Company’s future operations; the estimation
of mineral reserves and mineral resources; the realization of mineral reserve estimates; the timing and amount of estimated future production;
costs of production; capital expenditures; success of mining operations; environmental risks; unanticipated reclamation expenses; title
disputes or claims; 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;
the permitting and legal regimes in Mexico; future economic and political conditions; the timing and costs of future activities on the
Company’s properties, including but not limited to development and operating costs in the event that a production decision is made;
success, timing, accuracy and results of exploration and drilling programs (including metallurgical testing), development and environmental
protection and remediation activities; stability and predictability in Mexico’s mineral tenure, mining, environmental and agrarian
laws and regulations, as well as their application and judicial decisions thereon; continued respect for the rule of law in Mexico; prices
for gold, silver and base metals remaining as estimated; future currency exchange rates remaining as estimated; availability of funds;
capital, decommissioning and reclamation estimates; prices for energy inputs, labour, materials, supplies and services (including transportation);
no labour-related disruptions; the ability to secure and maintain title and ownership to properties and the surface rights necessary for
operations; community support in the Ixtaca Project; the ability to comply with environmental, health and safety laws; favourable equity
and debt capital markets; the ability to raise any necessary capital on reasonable terms to advance the development of the Ixtaca Project;
expectations about the ability to acquire resources and/or reserves through acquisition and/or development; future metal prices; the current
exploration, development, environmental and other objectives concerning the Ixtaca Project being achieved and other corporate activities
proceeding as expected; that third party contractors and equipment, including the Rock Creek mill, will be available and operate as anticipated;
the accuracy of any mineral reserve and mineral resource estimates; the timing and reliability of sampling and assay data; the accuracy
of budgeted exploration and development costs and expenditures; the cut-off grades; the taxation policies which will apply to the Ixtaca
Project being consistent with the Company’s expectations; the price of other commodities such as fuel; rates and interest rates;
operating conditions being favourable, including whereby the Company is able to operate in a safe, efficient and effective manner; political
and regulatory stability; that all necessary governmental and third party approvals, licences and permits for the planned exploration,
development and environmental protection activities will be obtained in a timely manner and on favourable terms; obtaining required renewals
for existing approvals; sustained labour stability; positive relations with local groups and the Company’s ability to meet any obligations
under agreements with such groups; stability in financial and capital goods markets; and availability of equipment. 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; impact of environmental impact assessment requirements on the Company’s planned exploration and development activities
on the Ixtaca Project; history of net losses; lack of cash flow and assurance of profitability; the need for additional capital; uncertainty
of obtaining additional funding requirements; 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 and warrants; volatility of share price; mineral prices not supporting corporate profit; unfavourable laws and regulations; political
risk in Mexico, crime and violence in Mexico; corruption; environmental risks, including environmental matters under Mexican rules and
regulations; 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 Mexican mining taxes; 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; changes in project parameters as plans continue
to be refined; possible variations in ore reserves, grade or recovery rates; 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; the Company’s dependence on one mineral
project; and the unknown direct and indirect consequences of the COVID-19 pandemic, as well as those factors discussed under the heading
“Risks and Uncertainties” sections entitled “Item 3. Key Information – Risk Factors”, “Item 4. Information
on the Company – Business Overview”, “Item 4. Information on the Company – Principal Property Interests” and “Item
5. Operating and Financial Review and Prospects” 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.

 

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.

 

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

 

The United States Securities and Exchange Commission (the “SEC”)
permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically
and legally extract or produce. Almaden uses certain terms such as “measured”, “indicated”, “inferred”,
and “mineral resources,” which the SEC guidelines strictly prohibit U.S. registered companies from including in their filings
with the SEC. For further information see under the heading “
Use of the Terms “Mineral Resources” and “Mineral
Reserves” in this MD&A.

 

 

 

BOARD OF DIRECTORS AND MANAGEMENT

 

Directors:

Duane Poliquin, P.Eng

Morgan Poliquin, P.Eng, Ph.D

Elaine Ellingham, MSc., MBA, P.Geo

Kevin O’Kane, P.Eng, GCB.D

Alfredo Phillips

Ria Fitzgerald, B.Com, CFA

 

Audit Committee members:

Elaine Ellingham, MSc., MBA, P.Geo

Kevin O’Kane, P.Eng, GCB.D

Ria Fitzgerald, B.Com, CFA

 

Compensation Committee members:

Ria Fitzgerald, B.Com, CFA

Elaine Ellingham, MSc., MBA, P.Geo

Kevin O’Kane, P.Eng, GCB.D

 

Nominating & Corporate Governance Committee members:

Elaine Ellingham, MSc., MBA, P.Geo

Alfredo Phillips

Kevin O’Kane, P.Eng, GCB.D

 

Management:

Duane Poliquin, P.Eng – Chairman

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

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

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

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

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

 

 

 

34

Exhibit 99.3

 

CERTIFICATION OF INTERIM FILINGS

 

FULL CERTIFICATE

 

Almaden Minerals Ltd.

 

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

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”),
of Almaden Minerals Ltd. (the “issuer”) for the interim period ended March 31, 2022.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim 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, with respect to the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together
with the other financial information included in the interim 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 interim filings.

 

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

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying
officer(s) and I have, as at the end of the period covered by the interim filings

 

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

 

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

 

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

 

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

 

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

 

5.2 ICFR – material weakness relating to design: N/A.

 

 

 

5.3 Limitation on scope of design: N/A

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that
occurred during the period beginning on January 1, 2022 and ended on March 31, 2022 that has materially affected, or is reasonably likely
to materially affect, the issuer’s ICFR.

 

 

Date: May 13, 2022

 

“Morgan Poliquin”

 

Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

Exhibit 99.4

 

CERTIFICATION OF INTERIM FILINGS

 

FULL CERTIFICATE

 

Almaden Minerals Ltd.

 

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

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”),
of Almaden Minerals Ltd. (the “issuer”) for the interim period ended March 31, 2022.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim 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, with respect to the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together
with the other financial information included in the interim 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 interim filings.

 

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

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying
officer(s) and I have, as at the end of the period covered by the interim filings

 

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

 

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

 

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

 

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

 

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

 

5.2 ICFR – material weakness relating to design: N/A.

 

 

 

5.3 Limitation on scope of design: N/A

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that
occurred during the period beginning on January 1, 2022 and ended on March 31, 2022 that has materially affected, or is reasonably likely
to materially affect, the issuer’s ICFR.

 

 

Date: May 13, 2022

 

“Korm Trieu”

 

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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