Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidated Interim Financial Statements of

 

 

Almaden Minerals Ltd.

 

For the three and six months ended June 30, 2026

(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 and six months ended June 30, 2026 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)

 

 

   June 30,
2026
   December 31,
2025
 
    $    $ 
ASSETS          
Current assets          
Cash and cash equivalents (Note 12)   5,930,082    6,171,157 
Accounts receivable and prepaid expenses (Note 4)   288,768    331,736 
    6,218,850    6,502,893 
           
Non-current assets          
Deposits   17,367    17,367 
Right-of-use assets (Note 5)   76,292    127,153 
Property, plant and equipment (Note 6)   39,477    45,924 
Exploration and evaluation assets (Note 7)   1    1 
    133,137    190,445 
TOTAL ASSETS   6,351,987    6,693,338 
           
LIABILITIES          
Current liabilities          
Trade and other payables   389,623    463,186 
Current portion of lease liabilities (Note 5)   100,682    128,766 
    490,305    591,952 
           
Non-current liabilities          
Long-term portion of lease liabilities   -    34,358 
Total liabilities   490,305    626,310 
           
EQUITY          
Share capital (Note 9)   141,104,844    141,104,844 
Reserves (Note 9)   23,418,523    23,418,523 
Deficit   (158,661,685)   (158,456,339)
Total equity   5,861,682    6,067,028 
TOTAL EQUITY AND LIABILITIES   6,351,987    6,693,338 

 

These condensed consolidated interim financial statements are authorized for issue by the Board of Directors on August 5, 2026.

 

They are signed on the Company’s behalf by:

 

 

 

 

/s/Duane Poliquin  /s/ Michael Kosowan
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 income (loss)

(Unaudited - Expressed in Canadian dollars)

 

 

   Three months ended June 30,   Six months ended June 30, 
   2026   2025   2026   2025 
  $  $  $  $
Expenses                    
Professional fees   76,940    74,158    97,998    128,740 
Salaries and benefits (Note 10(a))   359,881    447,279    732,317    808,988 
Travel and promotion   6,164    6,478    28,140    16,597 
Depreciation (Note 6)   3,224    1,640    6,447    3,281 
Office and license (Note 10(b))   28,097    26,425    55,380    41,753 
Amortization of right-of-use assets (Note 5)   25,430    25,430    50,861    50,861 
Occupancy expenses (Note 5)   15,807    17,719    27,350    27,613 
Interest expense on lease liabilities (Note 5)   2,625    5,452    5,992    11,561 
Interest and standby fees on gold loan payable (Note 8)   -    36,060    -    114,262 
Listing and filing fees   13,073    19,470    31,508    87,482 
Insurance   10,994    20,845    21,662    44,738 
Directors’ fees (Note 10(a))   -    26,250    -    52,500 
    542,235    707,206    1,057,655    1,388,376 
                     
Other income (loss)                    
Administrative services fees (Note 10(b))   298,448    301,059    590,408    595,665 
Interest and other income   41,738    82,069    71,704    100,644 
Impairment of exploration and evaluation assets   -    (6,798)   -    (63,900)
Fair value adjustments on gold loan payable   -    76,137    -    (1,093,253)
Unrealized gain on gold in trust (Note 8)   -    86,734    -    377,405 
Unrealized foreign exchange gain on gold loan payable (Note 8)   -    484,281    -    474,251 
Unrealized foreign exchange loss on gold in trust (Note 8)   -    (92,469)   -    (93,816)
Foreign exchange gain (loss)   103,309    (100,849)   190,197    (101,998)
    443,495    830,164    852,309    194,998 
                     
Total comprehensive income (loss) for the period   (98,740)   122,958    (205,346)   (1,193,378)
                     
Basic and diluted net income (loss) per share (Note 11)   0.00    0.00    0.00    (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 June 30,   Six months ended June 30, 
   2026   2025   2026   2025 
    $    $    $    $ 
Operating activities                    
Net income (loss) for the period   (98,740)   122,958    (205,346)   (1,193,378)
Items not affecting cash                    
Depreciation   3,224    1,640    6,447    3,281 
Amortization of right-of-use assets   25,430    25,430    50,861    50,861 
Impairment of exploration and evaluation assets   -    6,798    -    63,900 
Interest expenses on lease liability   2,625    5,452    5,992    11,561 
Interest and standby fees on gold loan payable   -    36,060    -    114,262 
Fair value adjustments on gold loan payable   -    (76,137)   -    1,093,253 
Unrealized gain on gold in trust   -    (86,734)   -    (377,405)
Unrealized foreign exchange gain on gold loan payable   -    (484,281)   -    (474,251)
Unrealized foreign exchange loss on gold in trust   -    92,469    -    93,816 
Changes in non-cash working capital components                    
Accounts receivable and prepaid expenses   (31,656)   (29,987)   42,968    119,629 
Trade and other payables   (1,000)   35,237    (73,563)   1,331 
Net cash used in operating activities   (100,117)   (351,095)   (172,641)   (493,140)
Investing activities                    
Property, plant and equipment – purchase   -    (1,060)   -    (13,214)
Deposit   -    5,673,665    -    8,117,585 
Exploration and evaluation assets – costs   -    (6,798)   -    (63,900)
Net cash from investing activities   -    5,665,807    -    8,040,471 
Financing activities                    
Options exercised   -    8,000    -    8,000 
Shares issuance cost on cashless exercise of options   -    (9,810)   -    (9,810)
Repayment of lease liabilities   (34,629)   (33,804)   (68,434)   (66,785)
Net cash used in financing activities   (34,629)   (35,614)   (68,434)   (68,595)
                     
Change in cash and cash equivalents   (134,746)   5,279,098    (241,075)   7,478,736 
Cash and cash equivalents, beginning of period   6,064,828    5,355,388    6,171,157    3,155,750 
Cash and cash equivalents, end of period   5,930,082    10,634,486    5,930,082    10,634,486 
Supplemental cash flow information (Note 12)                    

 

 

 

 

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, 2025   137,221,408    141,040,654    22,640,555    715,968    23,356,523    (161,445,385)   2,951,792 
Options exercised   50,000    8,000    -    -    -    -    8,000 
Fair value of cash share options transferred to share capital   -    6,000    (6,000)   -    (6,000)   -    - 
Shares issued on cashless exercise of options   91,773    -    -    -    -    -    - 
Shares issuance cost on cashless exercise of options   -    (9,810)   -    -    -    -    (9,810)
Fair value of cashless share options transferred to share capital   -    60,000    (60,000)   -    (60,000)   -    - 
Total comprehensive loss for the period   -    -    -    -    -    (1,193,378)   (1,193,378)
Balance, June 30, 2025   137,363,181    141,104,844    22,574,555    715,968    23,290,523    (162,638,763)   1,756,604 
Share-based payments   -    -    128,000    -    128,000    -    128,000 
Total comprehensive income for the period   -    -    -    -    -    4,182,424    4,182,424 
Balance, December 31, 2025   137,363,181    141,104,844    22,702,555    715,968    23,418,523    (158,456,339)   6,067,028 
Total comprehensive loss for the period   -    -    -    -    -    (205,346)   (205,346)
Balance, June 30, 2026   137,363,181    141,104,844    22,702,555    715,968    23,418,523    (158,661,685)   5,861,682 

 

 

 

 

 

 

 

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 and six months ended June 30, 2026
Unaudited - Expressed in Canadian dollars

 

1.Nature of operations

 

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

 

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

 

These condensed consolidated interim financial statements were prepared on a “going concern” basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As of June 30, 2026, the Company had cash of $5,930,082 (December 31, 2025 – $6,171,157) and working capital of $5,728,545 (December 31, 2025 – $5,910,941). The Company incurred a net loss for the six months ended June 30, 2026, of $205,346 (2025 – $1,193,378). Management has concluded that the Company has sufficient working capital to sustain operations for the next twelve months.

 

2.Basis of presentation

 

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

 

These 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”).

 

(b)Basis of preparation

 

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, 2025. 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, 2025.

 

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, 2026.

 

 6 

Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three and six months ended June 30, 2026
Unaudited - Expressed in Canadian dollars

 

3.Material 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, 2025. 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 six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

 

4.Accounts receivable and prepaid expenses

 

Accounts receivable and prepaid expenses consist of the following:

 

   June 30,   December 31, 
   2026   2025 
Accounts receivable (Note 11(b))  $231,446   $310,294 
Prepaid expenses   57,322    21,442 
   $288,768   $331,736 

 

5.Right-of-use assets and lease liabilities

 

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

 

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

 

The continuity of lease liabilities is as follows:

 

   June 30,
2026
   December 31,
2025
 
Opening balance  $163,124   $277,105 
Less: lease payments   (68,434)   (134,394)
Interest expense   5,992    20,413 
    100,682    163,124 
Less: current portion of lease liabilities   (100,682)   (128,766)
Long-term portion of lease liabilities  $-   $34,358 

 

 

 7 

Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three and six months ended June 30, 2026
Unaudited - Expressed in Canadian dollars

 

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

 

The continuity of ROU assets is as follows:

 

   June 30,
2026
   December 31,
2025
 
Opening balance  $127,153   $228,875 
Less: amortization of ROU assets   (50,861)   (101,722)
   $76,292   $127,153 

 

During the six months ended June 30, 2026, the Company recognized occupancy expenses of $27,350 (2025 - $27,613) related to short term leases.

 

As at June 30, 2026, the remaining payments for the operating lease are due as follows:

 

   2026   2027   2028   2029   2030   Total 
Office lease  $88,634   $44,523    -    -    -   $133,157 

 

6.Property, plant and equipment

 

   Furniture
and fixtures
and other
   Computer
hardware
   Computer
software
   Geological
library
   Field
equipment
   Total 
   $   $   $   $   $   $ 
Cost                        
December 31, 2025   160,941    297,578    202,904    51,760    245,647    958,830 
Additions   -    -    -    -    -    - 
June 30, 2026   160,941    297,578    202,904    51,760    245,647    958,830 
                               
Accumulated depreciation                              
December 31, 2025   156,772    266,518    196,879    51,357    241,380    912,906 
Depreciation   417    4,659    904    40    427    6,447 
June 30, 2026   157,189    271,177    197,783    51,397    241,807    919,353 
                               
Carrying amounts                              
December 31, 2025   4,169    31,060    6,025    403    4,267    45,924 
June 30, 2026   3,752    26,401    5,121    363    3,840    39,477 

 

 8 

Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three and six months ended June 30, 2026
Unaudited - Expressed in Canadian dollars

 

7.Exploration and evaluation assets

 

   Tuligtic 
Exploration and evaluation assets  $ 
Acquisition costs:     
Opening balance - (December 31, 2025)   1 
Closing balance - (June 30, 2026)   1 
Deferred exploration costs:     
Opening balance - (December 31, 2025)   - 
Costs incurred during the period   - 
Total deferred exploration costs during the period   - 
Closing balance - (June 30, 2026)   - 
Total exploration and evaluation assets   1 

 

During the six months ended June 30, 2026, the Company recorded an impairment of deferred exploration costs of $Nil (2025 - $63,900) with respect to Tuligtic property due to the Mexican government’s action to revoke the Company’s mineral concession title and to prevent any further exploration and development plans on the Tuligtic property.

 

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

 

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

 

(a)Tuligtic

 

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

 

In 2015, the Ejido Tecoltemi initiated a lawsuit against the Mexican government (President, Congress, Ministry of Economy, Directorate of Mines, Mining Registry Office) asserting that the Mexican mining law is unconstitutional because it fails to include provisions requiring consultation of indigenous communities before granting mineral titles. This lawsuit ultimately came before Mexico’s Supreme Court (“SCJN”), and in early 2022, the SCJN ruled that the Mexican mineral title

 

 9 

Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three and six months ended June 30, 2026
Unaudited - Expressed in Canadian dollars

 

7.Exploration and evaluation assets (Continued)

 

(a)Tuligtic (Continued)

 

law is constitutional, but that the Ministry of Economy (“Economia”) should have provided for a consultation procedure with relevant indigenous communities prior to issuing the Concessions to the Company. The SCJN ordered Economia to declare the Concessions insubsistentes, or “ineffective” and to conduct indigenous consultation prior to re-instating them.

 

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

 

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

 

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

 

(b)Other

 

Expenditures incurred by the Company in Mexico are subject to Mexican Value added tax (“VAT”). The VAT is included in exploration and evaluation assets as incurred. Under Mexican law, VAT paid can be used in the future to offset amounts resulting from VAT charged on sales. Under certain circumstances and subject to approval from tax authorities, a Company can also apply for an early refund of VAT prior to generating sales. During the six months ended June 30, 2026, the Company received a VAT recovery of $Nil (2025 - $24,632) and other income of $Nil (2025 - $7,159) related to a VAT refund from prior years which is recorded in interest and other income.

 

8.Gold loan payable and gold in trust

 

The Company entered into a secured gold loan agreement (“Gold Loan”) with Almadex or the “Lender” pursuant to which Almadex 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.

 

 10 

Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three and six months ended June 30, 2026
Unaudited - Expressed in Canadian dollars

 

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

 

The maturity date for the Gold Loan was March 31, 2024, and can be extended by two years 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 annual interest rate of the Gold Loan is 10% of the loan value at drawdown date, calculated monthly, paid in arrears. Interest payments can either be accrued to the Loan Value or paid by the Company in cash or gold bullion. A standby fee of 1% per annum, accrued quarterly, will be applied to any undrawn amount on the Gold Loan.

 

In addition, the Company 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 fair value through profit or loss plus accrued interest at 10% per annum. Fair value is based on market price of gold at the end of each reporting period.

 

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

 

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

 

During the year ended December 31, 2025, the Company notified Almadex of its intention to make an early repayment of the outstanding Gold Loan. The gold Loan Value was fixed as of May 13, 2025 with the total outstanding loan balance including accrued interest and standby fees, determined to be US$5,194,354 (the “Loan Amount”). Under the agreement, Almaden was to repay

 

 

 11 

Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three and six months ended June 30, 2026
Unaudited - Expressed in Canadian dollars

 

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

 

the Loan Amount by physical delivery of gold bullion of 99.99% purity to Almadex, with such delivery occurring following Almaden’s receipt of the final payment from the sale of its Rock Creek mill pursuant to the purchase agreement dated February 28, 2025. The amount of borrowed gold to be delivered was to be determined based on the prevailing London Bullion Market Association AM gold price in U.S. dollars on the business day prior to the settlement date. In addition to the borrowed gold, Almaden was to return the undrawn portion of the Gold Loan, comprising 397 ounces of gold bullion.

 

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

 

9.Share capital and reserves

 

(a)Authorized share capital

 

At June 30, 2026, the authorized share capital comprised an unlimited number of common shares. The common shares do not have a par value. All issued shares are fully paid.

 

(b)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 June 30, 2026, the Company had reserved 2,101,318 stock options that may be granted. The exercise price of any option cannot be less than the volume weighted average trading price of the shares for the five trading days immediately preceding the date of the grant.

 

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

 

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 six months ended June 30, 2026, is as follows:

 

 12 

Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three and six months ended June 30, 2026
Unaudited - Expressed in Canadian dollars

 

9.Share capital and reserves (Continued)

 

(b)Share purchase option compensation plan (continued)

 

Expiry date  Exercise
price
   December 31,
2025
   Granted   Exercised   Expired   June 30,
2026
 
March 7, 2027  $0.38    1,000,000    -    -    -    1,000,000 
June 10, 2027  $0.33    3,110,000    -    -    -    3,110,000 
October 4, 2027  $0.30    755,000    -    -    -    755,000 
December 16, 2027  $0.33    840,000    -    -    -    840,000 
February 14, 2028  $0.30    600,000    -    -    -    600,000 
April 3, 2028  $0.26    1,575,000    -    -    -    1,575,000 
July 10, 2028  $0.16    1,920,000    -    -    -    1,920,000 
September 19, 2028  $0.18    1,035,000    -    -    -    1,035,000 
August 9, 2030  $0.25    800,000    -    -    -    800,000 
Options outstanding
and exercisable
        11,635,000    -    -    -    11,635,000 
Weighted average                              
exercise price       $0.27    -    -    -   $0.27 

 

10.Related party transactions and balances

 

(a)Compensation of key management personnel

 

Key management includes members of the Board, the Chair, the Vice Chair, the President and Chief Executive Officer and the Chief Financial Officer. The net aggregate compensation paid or payable to key management for services after recovery from Mustang Mineral Limited (“Mustang”) and Almadex (Note 10 (b)) is as follows:

 

   Three months ended June 30,   Six months ended June 30, 
   2026   2025   2026   2025 
                 
Salaries and benefits  $95,038   $165,350   $190,075   $230,700 
Director’s fees   -    26,250    -    52,500 
   $95,038   $191,600   $190,075   $283,200 

 

(b)Administrative Services Agreements

 

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

 

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.

 

 13 

Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three and six months ended June 30, 2026
Unaudited - Expressed in Canadian dollars

 

10.Related party transactions and balances (Continued)

 

(b)Administrative Services Agreements (continued)

 

During the three months ended June 30, 2026, the Company received $45,979 (2025 - $41,213) from Mustang for administrative services fees included in other income and received $252,469 (2025- $259,846) from Almadex for administrative services fees included in other income.

 

During the six months ended June 30, 2026, the Company received $86,755 (2025 - $81,541) from Mustang for administrative services fees included in other income and received $503,653 (2025- $514,124) from Almadex for administrative services fees included in other income.

 

At June 30, 2026, included in accounts receivable is $36,105 (December 31, 2025 - $33,584) due from Mustang and $194,905 (December 31, 2025 - $243,211) due from Almadex in relation to expense recoveries.

 

Under the Administrative Services Agreements, the Company is the sole and exclusive manager of Mustang 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 through common officers.

 

(c)Other related party transactions

 

During the three and six months ended June 30, 2026, the Company employed the Chairman’s daughter for a salary of $3,442 and $ 8,604 less statutory deductions respectively (2025 - $5,163 and $10,325) for marketing and administrative services provided to the Company.

 

11.Net income (loss) per share

 

Basic and diluted net income (loss) per share

 

The calculation of basic net loss per share for the three months ended June 30, 2026 was based on the loss attributable to common shareholders of $98,740 (2025 – net income of $122,958) and a weighted average number of common shares outstanding of 137,363,181 (2025 – 137,255,864).

 

The calculation of basic net loss per share for the six months ended June 30, 2026 was based on the loss attributable to common shareholders of $205,346 (2025 - $1,193,378) and a weighted average number of common shares outstanding of 137,363,181 (2025 – 137,238,731).

 

The calculation of diluted net loss per share for the six months ended June 30, 2025 and three and six months ended June 30, 2026 and did not include the effect of stock options and warrants, as they were considered to be anti-dilutive.

 

The calculation of diluted net income per share for the three months ended June 30, 2025 includes a weighted average number of common shares outstanding of 137,255,864, adjusted for the effects of all dilutive potential common shares, which comprises nil stock options and nil warrants.

 

 14 

Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three and six months ended June 30, 2026
Unaudited - Expressed in Canadian dollars

 

12.Supplemental cash flow information

 

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

 

   June 30,
2026
   December 31,
2025
 
         
Cash  $698,682   $588,757 
Term Deposits   5,231,400    5,582,400 
   $5,930,082   $6,171,157 

 

13.Financial instruments

 

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

 

The Company does not carry any financial instruments at FVTPL.

 

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

 

(a)Currency risk

 

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

 

As at June 30, 2026, 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  $5,349,452   $16,971 
Accounts receivable and prepaid expenses   -    436 
Total assets  $5,349,452   $17,407 
           
Trade and other payables  $8,627   $8,330 
Total liabilities  $8,627   $8,330 
           
Net assets  $5,340,825   $9,077 

 

A 10% change in the US dollar exchange rate relative to the Canadian dollar would change the Company’s net loss by $530,000.

 

A 10% change in the Mexican peso relative to the Canadian dollar would change the Company’s net loss by $1,000.

 

 15 

Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three and six months ended June 30, 2026
Unaudited - Expressed in Canadian dollars

 

13.Financial instruments (Continued)

 

(b)Credit risk

 

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

 

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

 

As at June 30, 2026, the Company’s maximum exposure to credit risk is the carrying value of its cash and cash equivalents, and accounts receivable.

 

(c)Liquidity risk

 

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

 

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

 

(d)Interest rate risk

 

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

 

A 1% change in the interest rate would change the Company’s net loss by $60,000.

 

(e)Commodity and equity price risk

 

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

 

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

 

 16 

Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three and six months ended June 30, 2026
Unaudited - Expressed in Canadian dollars

 

14.Management of capital

 

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

 

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

 

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

 

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

 

15.Segmented information

 

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

 

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

 

   June 30,
2026
   December 31,
2025
 
Canada  $132,254   $184,514 
Mexico   883    5,931 
   $133,137   $190,445 

 

16.Commitments and contingencies

 

ICSID Arbitration

 

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

 

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

 

 17 

Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three and six months ended June 30, 2026
Unaudited - Expressed in Canadian dollars

 

16.Commitments and contingencies (Continued)

 

ICSID Arbitration (Continued)

 

In September 2025, the tribunal established a procedural schedule for the arbitration, as amended on November 19, 2025. Mexico filed its counter-memorial in December 2025, and the Claimants filed their “Reply” document on May 19, 2026. Hearings are currently scheduled for December 2026.

 

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

 

Litigation management agreement

 

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

 

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

 

Litigation funding agreement

 

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

 

As at June 30, 2026, the Funder had disbursed a total of US$5,079,978 to the Claim. (December 31, 2025 - US$4,000,000). Should the Claim result in the receipt of a damages award, the Funder shall be entitled to the return of its funding capital outlay, plus a contingent entitlement to the damages award.

 

18