NOTICE OF NO AUDITOR REVIEW OF CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS - Form 6-K

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.

1.	Nature of operations

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

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

2.	Basis of presentation

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

These 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, 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.

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

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

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:

(a)

Tuligtic

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

(b)	Other Property

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

(c)

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 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.

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.

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

9.	Warrant liability

In connection with the registered direct offering private placement completed during the year ended December 31, 2021, the Company issued a total of 7,923,077 warrants exercisable at US$0.80 per share. The fair value of these warrants 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%

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.

(b)

Warrants

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

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

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.

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.

12.	Net loss per share

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

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

14.	Financial instruments

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

Except for 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.

(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 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

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.

(b)	Credit risk

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

(c)	Liquidity risk

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

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

(d)	Interest rate risk

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

A 1% change in the interest rate would change the Company's net loss by $91,000.

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

15.	Management of capital

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

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

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

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.

16.	Segmented information

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

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

		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

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