Almaden Minerals(AAU) - 2018 Q4 - Annual Report

PART I Key Information This section presents selected financial data and an overview of the company's risk factors, highlighting its exploration stage, history of losses, and inherent mining challenges Selected Financial Data The company reported no revenue for the last five years, with a net loss of $3.51 million in 2018, an improvement from a $5.23 million loss in 2017, while exploration and evaluation assets reached $54.68 million in 2018 Selected Financial Data (2014-2018) | Indicator | 2018 (CAD '000) | 2017 (CAD '000) | 2016 (CAD '000) | 2015 (CAD '000) | 2014 (CAD '000) | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenues | $- | $- | $- | $- | $- | | Net Loss | $(3,512) | $(5,231) | $(4,024) | $(1,145) | $(14,701) | | Basic Net Loss Per Share | $(0.03) | $(0.05) | $(0.05) | $(0.02) | $(0.23) | | Working Capital | $4,357 | $16,065 | $9,293 | $5,808 | $9,172 | | Exploration & Evaluation Assets | $54,678 | $44,804 | $35,985 | $30,538 | $28,645 | | Total Assets | $73,928 | $66,803 | $47,514 | $38,215 | $42,019 | Risk Factors The company faces significant risks inherent in resource exploration, including uncertainty of viable deposits, a history of net losses, capital needs, and operational challenges in Mexico - Resource exploration and development is a speculative business with significant risks, including the potential failure to discover commercially viable mineral deposits sufficient to return a profit[85] - The company has a history of net losses, reporting losses of $3.5 million in 2018, $5.2 million in 2017, and $4.0 million in 2016, currently generating no revenue from operations and potentially requiring additional capital to remain operational[88][89][90] - As of March 14, 2019, there were 9,757,000 outstanding share purchase options and 11,407,199 outstanding warrants, the exercise of which could result in a 19% dilution to existing shareholders[95] - Operations in Mexico are subject to political, economic, and social risks, including changes in mining laws, increased taxation, and potential opposition from anti-mining NGOs, which could adversely affect the Ixtaca project[109][110][111] - The company faces risks related to title for its mining concessions and surface rights for the Ixtaca project, where disputes could be costly, and future laws regarding indigenous community rights could alter existing arrangements[104][105][107] - The company could be classified as a Passive Foreign Investment Company (PFIC), which could result in adverse U.S. tax consequences for U.S. investors unless they make certain tax elections[126] Information on the Company This section details the company's history, corporate structure, and business operations, focusing on the Ixtaca gold-silver project and its 2015 corporate reorganization History and Development of the Company Almaden Minerals Ltd., formed in 2002, trades on the TSX (AMM) and NYSE American (AAU), and underwent a significant corporate reorganization in 2015, spinning out early-stage assets into Azucar Minerals Ltd., to which Almaden now provides administrative services - In July 2015, the company completed a statutory Plan of Arrangement, spinning out its early-stage exploration projects, royalty interests, and other non-core assets into a new public company, Azucar Minerals Ltd. (formerly Almadex Minerals Limited)[129][133] - Almaden provides exclusive management and administrative services to both Azucar Minerals Ltd. and Almadex Minerals Ltd., recovering 30% and 20% of shared personnel and rent costs, respectively[135][137][138] Principal Property Interests - The Tuligtic Property/Ixtaca Project The Ixtaca Project in Mexico, the company's sole material property, is a 2010 discovery with a 2019 Feasibility Study outlining an open-pit operation with strong economics and environmental enhancements - The company acquired the Rock Creek Mill from Alaska for US$6.5 million and 407,997 shares, incorporating this completed mill with a design capacity of 7,000 tpd into the Ixtaca Feasibility Study, significantly impacting capital cost estimates[188][190][191] - The mine plan incorporates innovative features such as ore sorting to increase mill feed grades by over 30% and the use of filtered (dry stack) tailings, which eliminates the need for a traditional tailings dam, reducing the project's footprint and water usage[197][221][230] - The company has conducted extensive community consultation, including a formal Social Impact Assessment (EVIS), leading to mine design changes like a permanent water reservoir for local use and the shift to dry-stack tailings[231][232][235] Ixtaca Project Feasibility Study Highlights (Base Case: $1275/oz Au, $17/oz Ag) | Metric | Value (US$) | | :--- | :--- | | After-Tax IRR | 42% | | After-Tax NPV (5% discount) | $310 million | | After-Tax Payback Period | 1.9 years | | Initial Capital Cost | $174 million | | Avg. Annual Production (First 6 Yrs) | 108,500 oz Au & 7.06M oz Ag | | All-in Sustaining Costs (AISC) | $850 / AuEq oz | Ixtaca Project Mineral Reserve Estimate (Effective Nov 30, 2018) | Category | Tonnes (millions) | Au (g/t) | Ag (g/t) | Contained Au ('000 oz) | Contained Ag ('000 oz) | | :--- | :--- | :--- | :--- | :--- | :--- | | 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 | Ixtaca Project Measured & Indicated Mineral Resource (at 0.30 g/t AuEq Cut-Off) | Category | Tonnes ('000) | Au (g/t) | Ag (g/t) | Contained Au ('000 oz) | Contained Ag ('000 oz) | | :--- | :--- | :--- | :--- | :--- | :--- | | Measured | 43,380 | 0.62 | 36.27 | 862 | 50,590 | | Indicated | 80,760 | 0.44 | 22.67 | 1,145 | 58,870 | Operating and Financial Review and Prospects This section provides management's discussion and analysis of the company's financial condition, operating results, liquidity, capital resources, and market trends Operating Results For fiscal 2018, the company's comprehensive loss decreased to $3.5 million from $5.2 million in 2017, primarily due to lower share-based payments and higher other income, while the 2017 increase in net loss was driven by higher operating expenses - The decrease in 2018 loss was mainly due to a $1.38 million reduction in share-based payments and a $0.72 million increase in other income, whereas the increase in 2017 loss was primarily due to an $0.82 million increase in share-based payments and higher professional fees[256][258][262] Comparison of Operating Results (in thousands CAD) | Item | Fiscal 2018 | Fiscal 2017 | Change | | :--- | :--- | :--- | :--- | | Comprehensive Loss | $(3,512) | $(5,231) | $1,720 ↓ | | Operating Expenses | $4,702 | $5,700 | $998 ↓ | | Other Income | $1,190 | $468 | $722 ↑ | Liquidity and Capital Resources The company's working capital decreased from $16.1 million in 2017 to $4.4 million in 2018, largely due to expenditures on the Rock Creek mill, with financing activities providing $8.8 million from a private placement Working Capital and Cash Position (in thousands CAD) | Item | Dec 31, 2018 | Dec 31, 2017 | Dec 31, 2016 | | :--- | :--- | :--- | :--- | | Working Capital | $4,357 | $16,065 | $9,293 | | Cash & Cash Equivalents | $5,081 | $16,335 | $9,770 | Summary of Cash Flows (Fiscal 2018, in thousands CAD) | Activity | Cash Flow | | :--- | :--- | | Net cash used in operating | $(1,920) | | Net cash used in investing | $(18,172) | | Net cash from financing | $8,838 | Trend Information Management notes volatile precious metals prices and a challenging financing environment, leading to industry consolidation and increased geopolitical and activist pressures, yet remains optimistic about long-term project value - The financing environment for mineral exploration remains challenging due to volatile metal prices and a shift of risk capital to other sectors like blockchain[280] - A wave of consolidation among major mining companies is occurring as they seek to attract large equity funds, which may lead to reduced 'greenfield' exploration, potentially increasing the value of advanced projects like Ixtaca[281] - Global geopolitical uncertainty, trade tensions, and increased pressure from environmental and anti-mining activist groups are making it more difficult to develop new resources once discovered[282][284] Directors, Senior Management and Employees This section details the company's leadership, compensation, and governance structures, including director and executive officer information, compensation, and board committee oversight Directors and Executive Officers As of March 14, 2019, the company has seven directors and five executive officers, with the leadership team possessing extensive experience, including a familial relationship between Chairman Duane Poliquin and President & CEO Morgan Poliquin - The Board of Directors consists of seven members, and there are five executive officers leading the company[293][295] - A familial relationship exists within the executive team: Duane Poliquin (Chairman) is the father of Morgan Poliquin (President & CEO)[307] Compensation Total compensation for all directors and executive officers in Fiscal 2018 was $1.02 million, after recovering 50% from related parties, including base salaries, bonuses, and stock option grants - Total compensation paid to all directors and executive officers during Fiscal 2018 was $1.02 million[312] - The company recovers 50% of the compensation for its Chairman, CEO, CFO, and VP of Corporate Development through administrative services agreements with Azucar Minerals Ltd. (30%) and Almadex Minerals Ltd. (20%)[310] Fiscal 2018 Compensation for Key Executives (after recovery) | Name | Position | Salary (CAD) | Bonus (CAD) | | :--- | :--- | :--- | :--- | | Duane Poliquin | Chairman | $138,194 | Nil | | Morgan Poliquin | President & CEO | $192,895 | $66,250 | | Korm Trieu | CFO | $129,556 | $27,750 | | Douglas McDonald | VP, Corp. Dev. | $122,071 | $28,875 | | Laurence Morris | VP, Ops & Projects | $246,488 | Nil | Corporate Governance The company is committed to high standards of corporate governance, with a majority-independent Board and established committees, and has adopted various policies to ensure ethical conduct - The Board of Directors is composed of seven members, with a majority of five directors determined to be independent[390] - The company has three standing board committees: Audit, Nominating and Corporate Governance, and Compensation, each composed entirely of independent directors[392] - The company has adopted a comprehensive set of governance documents, including a Code of Business Ethics, Securities Trading Policy, and Whistleblower Policy, to ensure ethical business conduct[368][407] Major Shareholders and Related Party Transactions This section details significant ownership stakes and transactions with related parties, including administrative service agreements with Azucar Minerals Ltd. and Almadex Minerals Ltd - As of March 14, 2019, no single person or company beneficially owns more than 5% of the company's voting securities, though Chairman Duane Poliquin and CEO Morgan Poliquin own 3.57% and 3.93%, respectively[414][415] - The company has administrative service agreements with Azucar Minerals Ltd. and Almadex Minerals Ltd., companies with overlapping directors and officers, from which Almaden received $0.54 million from Azucar and $0.24 million from Almadex for these services in 2018[416][420][421] Aggregate Compensation of Key Management (after recovery) | Year | Salaries, fees and benefits (CAD) | Share-based payments (CAD) | Directors' fees (CAD) | Total (CAD) | | :--- | :--- | :--- | :--- | :--- | | 2018 | $952,079 | $1,090,540 | $70,000 | $2,112,619 | | 2017 | $813,400 | $2,216,170 | $70,000 | $3,099,570 | | 2016 | $755,475 | $1,537,060 | $41,000 | $2,333,535 | Offer and Listing The company's common shares are traded on the Toronto Stock Exchange (TSX) under "AMM" and on the NYSE American under "AAU", with this section providing detailed historical stock trading data Annual Stock Price Range (NYSE American - US$) | Year Ended | High | Low | | :--- | :--- | :--- | | 12/31/2018 | $1.05 | $0.48 | | 12/31/2017 | $1.75 | $0.71 | | 12/31/2016 | $1.88 | $0.50 | Annual Stock Price Range (TSX - C$) | Year Ended | High | Low | | :--- | :--- | :--- | | 12/31/2018 | $1.35 | $0.63 | | 12/31/2017 | $2.33 | $0.92 | | 12/31/2016 | $2.44 | $0.73 | Additional Information This section covers supplementary corporate information, including articles of incorporation, shareholder rights, material contracts, and potential Canadian and U.S. federal income tax consequences for shareholders, notably PFIC status - The company has a Shareholder Rights Plan, an Advance Notice Policy, and a Majority Voting Policy in place to ensure fair treatment of shareholders during a take-over bid and to govern the director nomination and election process[459][461][465] - The company could be treated as a Passive Foreign Investment Company (PFIC) for U.S. tax purposes, which can have significant adverse tax effects on U.S. shareholders unless they make a timely "qualified electing fund" (QEF) or "mark-to-market" election[495][496] - If the company is classified as a Controlled Foreign Corporation (CFC), U.S. shareholders owning 10% or more of the stock would be required to include a pro-rata share of certain company income (like Subpart F income and GILTI) in their personal income[504] Quantitative and Qualitative Disclosures about Market Risk The company's primary market risk exposure is to foreign currency exchange rate fluctuations, specifically between the Canadian dollar, the U.S. dollar, and the Mexican peso, due to its operations in Mexico and expenses denominated in foreign currencies - The company is exposed to exchange rate risk, where a 10% change in the USD/CAD exchange rate would impact the net loss by approximately $47,000, while a 10% change in the MXN/CAD rate would impact it by $25,000[509] PART II Controls and Procedures Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures as of December 31, 2018, concluding they were effective, with no material changes to internal controls during the year - As of December 31, 2018, the CEO and CFO concluded that the company's disclosure controls and procedures were effective[510] - Management assessed the company's internal control over financial reporting and concluded that it was effective as of December 31, 2018, based on the COSO framework[513] PART III Financial Statements This section contains the audited consolidated financial statements for the years ended December 31, 2018, 2017, and 2016, prepared in accordance with IFRS, including the report of the independent registered public accounting firm and detailed notes Consolidated Financial Statements The consolidated financial statements show a net loss of $3.51 million for 2018, compared to a loss of $5.23 million in 2017, with total assets of $73.9 million and total equity of $71.4 million as of December 31, 2018 Consolidated Statement of Financial Position (Abridged) | (in thousands CAD) | Dec 31, 2018 | Dec 31, 2017 | | :--- | :--- | :--- | | Current Assets | | | | Cash and cash equivalents | $5,081 | $16,335 | | Non-current Assets | | | | Property, plant and equipment | $13,765 | $372 | | Exploration and evaluation assets | $54,678 | $44,804 | | Total Assets | $73,928 | $66,803 | | Current Liabilities | $1,128 | $638 | | Non-current Liabilities | $1,435 | $1,435 | | Total Liabilities | $2,563 | $2,073 | | Total Equity | $71,365 | $64,730 | Consolidated Statement of Comprehensive Loss (Abridged) | (in thousands CAD) | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | Total Expenses | $(4,702) | $(5,700) | $(4,467) | | Other Income (Loss) | $1,190 | $468 | $444 | | Net Loss for the year | $(3,512) | $(5,231) | $(4,024) | | Basic and diluted net loss per share | $(0.03) | $(0.05) | $(0.05) |