Exhibit 4.17


 


This short form prospectus is a base
shelf prospectus. This short form base shelf prospectus has been filed under legislation authorities in all provinces of Canada
except Québec that permits certain information about these securities to be determined after this prospectus has become
final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers
of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any
of these securities, except in cases where an exemption from such delivery requirement is available.


 


No securities regulatory authority has expressed
an opinion about these securities and it is an offence to claim otherwise. This short form base shelf prospectus constitutes a
public offering of these securities only in those jurisdictions where they may be lawfully offered for sale therein and only by
persons permitted to sell such securities. See “Plan of Distribution”.


 


Information has been incorporated by reference
in this short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada. Copies
of the documents incorporated herein by reference may be obtained on request without charge from the Chief Executive Officer of
Almaden Minerals Ltd. at Suite 210, 1333 Johnston Street, Vancouver, British Columbia, V6H 3R9, telephone (604) 689- 7644, and
are also available electronically at www.sedar.com.


 


SHORT FORM BASE SHELF PROSPECTUS


 


 


	New Issue	 	February 25, 2021







 



 





 


US$60,000,000


 


Common Shares


Warrants


Subscription Receipts


Units


 


 


Almaden Minerals Ltd. (“Almaden”,
the “Company”, “we” or “us”) may offer and sell from time to time (i)
common shares (“Common Shares”), (ii) warrants to purchase Common Shares (“Warrants”), (iii)
subscription receipts that entitle the holder to receive upon satisfaction of certain release conditions, and for no additional
consideration, Common Shares or Warrants (“Subscription Receipts”), (iv) securities comprised of more than one
of Common Shares, Warrants and/or Subscription Receipts, offered together as a unit (“Units”) (collectively,
the “Securities”) or a combination thereof in one or more series or issuances up to an aggregate total offering
price of US$60,000,000 during the 25-month period that this short form base shelf prospectus (the “Prospectus”),
including any amendments thereto, remains effective. The Securities may be offered separately or together, in amounts, at prices
and on terms to be determined based on market conditions at the time of sale and set forth in an accompanying shelf prospectus
supplement (a “Prospectus Supplement”).


 


Almaden is permitted, under a multijurisdictional
disclosure system adopted by the securities regulatory authorities in Canada and the United States, to prepare this Prospectus
in accordance with the disclosure requirements of Canada. Prospective investors in the United States should be aware that such
requirements are different from those of the United States. The financial statements incorporated by reference herein have been
prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board
(“IFRS”) and are subject to Canadian auditing and auditor independence standards, and thus may not be comparable to
financial statements of United States companies.


 


The enforcement by investors of civil
liabilities under the United States federal securities laws may be affected adversely by the fact that the Company is incorporated
under the laws of British Columbia, Canada, all of the Company’s directors and officers are residents of Canada, and some
or all of the experts named in this Prospectus are residents outside of the United States, and all or a substantial portion of
our assets and the assets of our officers and directors and those experts are located outside the United States.


 






     


     


    

These securities have not been approved or
disapproved by the United States Securities and Exchange Commission (the “SEC”) or any state or Canadian securities
commission or regulatory authority nor has the SEC or any state or Canadian securities commission or regulatory authority passed
upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence.


 


Prospective investors should be aware that the
acquisition of the Securities may have tax consequences in Canada and the United States. Such consequences may not be described
fully herein or in any applicable Prospectus Supplement. Prospective investors should read the tax discussion contained in this
Prospectus under the heading “Certain Federal Income Tax Considerations” as well as the tax discussion contained in
the applicable Prospectus Supplement with respect to a particular offering of Securities.


 


The specific terms of the Securities with respect
to a particular offering will be set out in the applicable Prospectus Supplement. Where required by statute, regulation or policy,
and where Securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable
to such Securities will be included in the Prospectus Supplement describing such Securities.


 


All applicable information permitted under applicable
laws to be omitted from this Prospectus that has been omitted will be contained in one or more Prospectus Supplements that will
be delivered to purchasers together with this Prospectus, except in cases where an exemption from such delivery requirement is
available. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation
as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus
Supplement pertains. Prospective investors should read this Prospectus and any applicable Prospectus Supplement carefully before
investing in any Securities issued pursuant to this Prospectus.


 


No underwriter has been involved in the preparation
of this Prospectus or performed any review of the contents of this Prospectus.


 


This Prospectus constitutes
a public offering of these Securities only in those jurisdictions where they may be lawfully offered for sale and therein only
by persons permitted to sell such Securities. The Company may offer and sell Securities to, or through, underwriters or dealers
and may also offer and sell certain Securities directly to other purchasers or through agents pursuant to exemptions from registration
or qualification under applicable securities laws. This Prospectus may qualify an “at-the market distribution” as defined
in National Instrument 44-102 – Shelf Distributions (“NI 44-102”). A Prospectus Supplement relating
to each issue of Securities offered pursuant to this Prospectus will set forth the names of any underwriters, dealers or agents
involved in the offering and sale of such Securities and will set forth the terms of the offering of such Securities, the method
of distribution of such Securities including, to the extent applicable, the proceeds to the Company, if any, and any fees, discounts
or any other compensation payable to underwriters, dealers or agents and any other material terms of the plan of distribution.


 


In connection with any offering of Securities,
except as otherwise set out in a Prospectus Supplement relating to a particular offering of Securities, the underwriters or dealers
may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at a level above that
which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. However, no
underwriter or dealer involved in an “at-the-market distribution”, as defined in NI 44-102, no affiliate of such an
underwriter or dealer and no person or company acting jointly or in concert with such an underwriter or dealer will over-allot
Securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the
market price of the Securities. See “Plan of Distribution”.


 


The outstanding Common Shares are listed
and posted for trading on the Toronto Stock Exchange (the “TSX”) under the symbol “AMM” and the
NYSE American LLC (the “NYSE American”) under the symbol “AAU”. On February 24, 2021, the last
trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSX was $1.00 and on the NYSE
American was US$0.81. Unless otherwise specified in the applicable Prospectus Supplement, Subscription Receipts, Warrants and
Units will not be listed on any securities exchange. Consequently, unless otherwise specified in the applicable Prospectus Supplement,
there is no market through which the Subscription Receipts, Warrants and Units may be sold and purchasers may not be able to resell
any such Securities purchased under this Prospectus. This may affect the pricing of the Subscription Receipts, Warrants and Units
in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities and the extent
of issuer regulation.


 






    	 	ii	 



     


    

The sale of Common Shares may be effected from
time to time in one or more transactions at non-fixed prices pursuant to transactions that are deemed to be “at the-market
distributions” as defined in NI 44-102 including sales made directly on the NYSE American or the TSX or other existing trading
markets for the Common Shares, and as set forth in a Prospectus Supplement for such purpose. See “Plan of Distribution”.


 


The Company’s head office is located at Suite
210, 1333 Johnston Street, Vancouver, British Columbia, V6H 3R9 and its registered office is located at 1177 West Hastings Street,
Suite 1710, Vancouver, BC, Canada, V6E 2L3.


 


Edward Wellman and R. Breese Burnley, each a person
named as having prepared or certified a report which is referenced in this Prospectus or in a document incorporated by reference,
reside outside of Canada (see “Interests of Experts” below). Purchasers are advised that it may not be possible
for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise
organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service
of process in Canada.


 


Investing in the Securities involves significant
risks. Prospective purchasers of the Securities should carefully consider the risk factors described under the heading “Risk
Factors” and elsewhere in this Prospectus, in documents incorporated by reference in this Prospectus and in the applicable
Prospectus Supplement with respect to a particular offering of Securities.


 


All dollar amounts in this Prospectus are in Canadian
dollars, unless otherwise indicated. See “Currency Presentation and Exchange Rate Information”.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	iii	 



     


    

TABLE OF CONTENTS


 


Page


 


	CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION	 	 	1	 
	CAUTIONARY NOTE TO UNITED STATES INVESTORS REGARDING PRESENTATION OF MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES	 	 	3	 
	FINANCIAL INFORMATION	 	 	3	 
	CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION	 	 	3	 
	DOCUMENTS INCORPORATED BY REFERENCE	 	 	3	 
	DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT	 	 	5	 
	AVAILABLE INFORMATION	 	 	5	 
	THE COMPANY	 	 	5	 
	RECENT UPDATES	 	 	6	 
	CONSOLIDATED CAPITALIZATION	 	 	8	 
	USE OF PROCEEDS	 	 	8	 
	PLAN OF DISTRIBUTION	 	 	8	 
	DESCRIPTION OF SECURITIES	 	 	9	 
	CERTAIN FEDERAL INCOME TAX CONSIDERATIONS	 	 	13	 
	PRIOR SALES	 	 	14	 
	TRADING PRICE AND VOLUME	 	 	15	 
	RISK FACTORS	 	 	16	 
	INTERESTS OF EXPERTS	 	 	17	 
	LEGAL MATTERS	 	 	17	 
	ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES	 	 	17	 
	STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION	 	 	18	 
	CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION	 	 	18	 
	CERTIFICATE OF THE COMPANY	 	 	C-1	 




 


Readers should rely only on the
information contained or incorporated by reference in this Prospectus and any applicable Prospectus Supplement. The Company has
not authorized anyone to provide readers with different information. The Company is not making an offer to sell or seeking an offer
to buy the Securities in any jurisdiction where the offer or sale is not permitted. Readers should not assume that the information
contained in this Prospectus and any applicable Prospectus Supplement is accurate as of any date other than the date on the front
of such documents, regardless of the time of delivery of this Prospectus and any applicable Prospectus Supplement or of any sale
of the Securities. Information contained on the Company’s website should not be deemed to be a part of this Prospectus or
incorporated by reference herein and should not be relied upon by prospective investors for the purpose of determining whether
to invest in the Securities.


 


References to “Almaden”,
the “Company”, “we” or “us” include direct and indirect subsidiaries of
Almaden, where applicable.


 


 


 


 


 


 


 


 


 


 


 






     


     


    

CAUTIONARY NOTE REGARDING FORWARD-LOOKING
INFORMATION


 


This Prospectus, including
the documents incorporated by reference herein, contain “forward-looking information” within the meaning of applicable
Canadian securities laws and “forward-looking statements” within the meaning of applicable United States securities
laws (referred to herein as “forward-looking information”). Forward-looking information includes statements
that use forward-looking terminology such as “plans”, “expects”, “budget”, “estimates”,
“intends”, or “believes”, or variations of such words and phrases or statements that certain actions, events
or results “may”, “could”, “would”, “might” or “will be taken”, “occur”
or “be achieved” or the negative of these terms or comparable terminology. By their nature, forward- looking statements
involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of
the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking
statements. Forward-looking statements included in or incorporated by reference into this Prospectus include, but are not limited
to, statements with respect to: anticipated results and developments in the Company’s operations; planned exploration and
development on the Company’s Ixtaca gold and silver project on the Tuligtic Property (the “Ixtaca Project”);
planned expenditures and budgets and the execution thereof; the feasibility of the Ixtaca Project; the Company’s forecasts
and expected cash flows; the Company’s projected capital and operating costs; the Company’s expectations regarding
mining and metallurgical recoveries; mine life and production rates; disclosure regarding the permitting review process for the
Ixtaca Project; the impact of legal actions in Mexico including the impact of the Amparo (as defined below) proceedings; the Company’s
plans to re-submit a revised MIA to Secretaría de Medio Ambiente y Recurso Naturales’ (“SEMARNAT”);
the potential timing of the MIA resubmission; plans to continue regional exploration in an effort to expand the known resource
at the Ixtaca Project; the expected extension of the Rock Creek Mill storage; the Company’s belief that the Ixtaca Project
will, long after final closure, make meaningful and enduring positive contributions to surrounding communities and beyond, the
Company’s expectation that the project would employ over 400 people over an 11-year mine life and would also provide updated
infrastructure to the region, the impact of the project's proposed drystack tailing facilities, the Company’s belief that
the Ixtaca Project can be a showcase for modern, responsible mineral development in Mexico and define new ground in the realm of
sustainable mining; the potential impact of ore sorting results on project economics and design; the potential for further discoveries
within the Ixtaca Project area; disclosure regarding potential project financing; permitting time lines and requirements; requirements
for additional capital and expected use of proceeds; the Company’s cash resources and their adequacy to meet the Company’s
working capital and mineral exploration needs for its next fiscal year; the possible effect of changes in interest rates and exchange
rates on the Company’s future operations; the estimation of mineral reserves and mineral resources; the realization of mineral
reserve estimates; the timing and amount of estimated future production; costs of production; capital expenditures; success of
mining operations; environmental risks; unanticipated reclamation expenses; title disputes or claims; limitations on insurance
coverage; and any other statement that may predict, forecast, indicate or imply future plans, intentions, levels of activity, results,
performance or achievements.


 


Forward-looking information
is not a guarantee of future performance and is based upon a number of estimates and assumptions of management, in light of management’s
experience and perception of trends, current conditions and expected developments, as well as other factors that management believes
to be relevant and reasonable in the circumstances, as of the date of this Prospectus including, without limitation, assumptions
about: both Almaden’s and the applicable Mexican authorities’ legal positions; the permitting and legal regimes in
Mexico; future economic and political conditions; the timing and costs of future activities on the Company’s properties,
including but not limited to development and operating costs in the event that a production decision is made; success, timing,
accuracy and results of exploration and drilling programs (including metallurgical testing), development and environmental protection
and remediation activities; stability and predictability in Mexico’s mineral tenure, mining, environmental and agrarian
laws and regulations, as well as their application and judicial decisions thereon; continued respect for the rule of law in Mexico;
prices for gold, silver and base metals remaining as estimated; future currency exchange rates remaining as estimated; availability
of funds; capital, decommissioning and reclamation estimates; prices for energy inputs, labour, materials, supplies and services
(including transportation); no labour-related disruptions; the ability to secure and maintain title and ownership to properties
and the surface rights necessary for operations; community support in the Ixtaca Project; the ability to comply with environmental,
health and safety laws; favourable equity and debt capital markets; the ability to raise any necessary capital on reasonable terms
to advance the development of the Ixtaca Project; expectations about the ability to acquire resources and/or reserves through
acquisition and/or development; future metal prices; the current exploration, development, environmental and other objectives
concerning the Ixtaca Project being achieved and other corporate activities proceeding as expected; that third party contractors
and equipment, including the Rock Creek mill, will be available and operate as anticipated; the accuracy of any mineral reserve
and mineral resource estimates; the timing and reliability of sampling and assay data; the accuracy of budgeted exploration and
development costs and expenditures; the cut-off grades; the taxation policies which will apply to the Ixtaca Project being consistent
with the Company’s expectations; the price of other commodities such as fuel; rates and interest rates; operating conditions
being favourable, including whereby the Company is able to operate in a safe, efficient and effective manner; political and regulatory
stability; that all necessary governmental and third party approvals, licences and permits for the planned exploration, development
and environmental protection activities will be obtained in a timely manner and on favourable terms; obtaining required renewals
for existing approvals; sustained labour stability; positive relations with local groups and the Company’s ability to meet
any obligations under agreements with such groups; stability in financial and capital goods markets; and availability of equipment.


 






    	 	1	 



     


    

While the Company considers
these assumptions to be reasonable, the assumptions are inherently subject to significant business, social, economic, political,
legal, regulatory, competitive and other risks and uncertainties, contingencies and other factors that could cause actual actions,
events, conditions, results, performance or achievements to be materially different from those projected in the forward-looking
information. Many assumptions are based on factors and events that are not within the control of the Company and there is no assurance
they will prove to be correct.


 


Furthermore, such forward-looking
information involves a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions,
activities, results, performance or achievements of the Company to be materially different from any future plans, intentions,
activities, results, performance or achievements expressed or implied by such forward-looking information. Such factors include,
among others, risks related to: resource exploration and development; uncertainty in developing a commercially viable mining operation;
impact of environmental impact assessment requirements on the Company’s planned exploration and development activities on
the Ixtaca Project; history of net losses; lack of cash flow and assurance of profitability; the need for additional capital;
uncertainty of obtaining additional funding requirements; governmental regulations and the ability to obtain necessary licences
and permits; possible dilution to present and prospective shareholders; the material risk of dilution presented by a large number
of outstanding share purchase options and warrants; volatility of share price; mineral prices not supporting corporate profit;
unfavourable laws and regulations; political risk in Mexico, crime and violence in Mexico; corruption; environmental risks, including
environmental matters under Mexican rules and regulations; certainty of mineral title and the outcome of litigation; political,
economic and social uncertainties; community relations; uncertainty of reserves and mineralization estimates; risks related to
mineral properties being subject to prior unregistered agreements, transfers or claims and other defects in title; changes in
environmental laws; dependence on management and other key personnel; conflicts of interest; foreign operations; changes to Mexican
mining taxes; foreign currency fluctuations; operating hazards and risks associated with the mining industry; the ability to manage
growth; competition from other mining exploration companies; lack of a dividend policy; cybersecurity risks; foreign incorporation
and civil liabilities; the Company being deemed a passive foreign investment company; the relatively low trading volume of the
Common Shares; impairment of exploration and evaluation assets; changes in project parameters as plans continue to be refined;
possible variations in ore reserves, grade or recovery rates; accidents, labour disputes and other risks of the mining industry;
availability of third party contractors; failure of equipment to operate as anticipated; delays in obtaining governmental approvals
or financing or in the completion of development or construction activities; changes in the application of standards pursuant
to existing laws and regulations which may increase costs of doing business and restriction operations; the Company’s dependence
on one mineral project; and the unknown direct and indirect consequences of the COVID-19 pandemic, as well as those factors discussed
under the heading “Risks and Uncertainties” in the Annual MD&A (defined below) and in the sections entitled “Item
3. Key Information - Risk Factors”, “Item 4. Information on the Company - Business Overview”, “Item 4.
Information on the Company – Principal Property Interests” and “Item 5. Operating and Financial Review and Prospects”
in the Company’s Annual Information Form (defined below) and all exhibits attached thereto. Although the Company has attempted
to identify important factors that could cause actual actions, events, conditions, results, performance or achievements to differ
materially from those described in forward-looking information, there may be other factors that cause actions, events, conditions,
results, performance or achievements to differ from those anticipated, estimated or intended. See “Risk Factors”
for a discussion of certain factors investors should carefully consider before deciding to invest in the Common Shares.




 


The Company cautions that the
foregoing lists of important assumptions and factors are not exhaustive. Other events or circumstances could cause actual results
to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking information contained
herein. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such information. Accordingly, investors should not place undue reliance on forward-looking
information.


 


Forward-looking information
contained herein is made as of the date of this Prospectus and the Company disclaims any obligation to update or revise any forward-looking
information, whether as a result of new information, future events or results or otherwise, except as and to the extent required
by applicable securities laws.


 






    	 	2	 



     


    

CAUTIONARY NOTE TO UNITED STATES
INVESTORS REGARDING PRESENTATION OF MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES


 


The disclosure in this Prospectus
has been prepared in accordance with the requirements of Canadian securities laws, which differ from the requirements of United
States securities laws. Disclosure, including scientific or technical information, has been made in accordance with Canadian National
Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). NI 43-101 is a rule developed
by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and
technical information concerning mineral projects. Canadian standards, including NI 43-101, differ significantly from the requirements
of the SEC. Accordingly, information contained in this Prospectus containing descriptions of the Company’s mineral properties
may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements
under the United States federal securities laws and the rules and regulations thereunder.


 


FINANCIAL INFORMATION


 


Unless otherwise indicated,
all financial information included and incorporated by reference in this Prospectus is determined using IFRS, which differs from
United States generally accepted accounting principles.


 


CURRENCY PRESENTATION AND EXCHANGE RATE
INFORMATION


 


The financial statements of
the Company incorporated by reference in this Prospectus are reported in Canadian dollars. All dollar amounts referenced, unless
otherwise indicated, are expressed in Canadian dollars and are referred to as “$” or “C$”. United States
dollars are referred to as “US$”.


 


The high, low and average
rates for the United States dollar in terms of the Canadian dollars for each of the years ended December 31, 2019 and 2018 and
each of the two most recent nine-month periods ended September 30 as quoted by the Bank of Canada, were as follows:


 


 


 


	 	 	Nine Months ended Sept 30 (C$)	 	Year ended December 31 (C$)
	 	 	2020	 	2019	 	2019	 	2018
	High	 	 	1.4496	 	 	 	1.3600	 	 	 	1.3600	 	 	 	1.3642	 
	Low	 	 	1.2970	 	 	 	1.3038	 	 	 	1.2988	 	 	 	1.2288	 
	Average	 	 	1.3541	 	 	 	1.3292	 	 	 	1.3269	 	 	 	1.2957	 



 


On February 24, 2021, the daily
average exchange rate for United States dollars expressed in terms of the Canadian dollar, as reported by the Bank of Canada, was
US$1.00 = C$1.2548.


 


DOCUMENTS INCORPORATED BY REFERENCE


 


Information has been incorporated
by reference in this Prospectus from documents filed with the securities commissions or similar authorities in each of the applicable
provinces of Canada and filed with, or furnished to, the SEC. Copies of the documents incorporated herein by reference may
be obtained on request without charge from the Chief Executive Officer of the Company at Suite 210, 1333 Johnston Street, Vancouver,
British Columbia, V6H 3R9 and are also available electronically in Canada at www.sedar.com or in the United States through EDGAR
at www.sec.gov. The filings of the Company on SEDAR are not incorporated by reference in this Prospectus except as specifically
set out herein.


 


The following documents, filed
by the Company with the securities commissions or similar authorities in each of the applicable provinces of Canada, are specifically
incorporated by reference into, and form an integral part of, this Prospectus:


 


		(a)	annual information form of the Company filed on Form 20-F for the year ended December 31, 2019
(the “Annual Information Form”);



 



    	 	3	 



     


    




		(b)	the audited consolidated financial statements of the Company for the years
ended December 31, 2019, 2018 and 2017, together with the independent registered public accounting firm’s report thereon
and the notes thereto;



 


		(c)	management’s discussion and analysis of the Company for the year ended
December 31, 2019 (the “Annual MD&A”);



 


		(d)	the unaudited interim consolidated financial statements for the three and
nine months ended September 30, 2020 (the “Interim FS”) but excluding the “Notice of No Auditor Review
of Condensed Consolidated Interim Financial Statements” contained in the Interim FS;



 


		(e)	management’s discussion and analysis for the nine months ended September 30, 2020;



 


		(f)	the management information circular of the Company dated May 20, 2020 prepared
in connection with the annual general meeting of shareholders of the Company held on June 30, 2020;



 


		(g)	the material change report filed on August 6, 2020 with respect to the closing
of the Company’s non-brokered private placement;



 


		(h)	the material change report filed on March 31, 2020 with respect to the closing
of the Company’s non-brokered private placement; and



 


		(i)	the material change report filed on December 22, 2020 with respect to an update on permitting for the Ixtaca Project.



 


Any document of the type referred
to in section 11.1 of Form 44-101F1 of National Instrument 44-101 – Short Form Prospectus Distributions filed by the
Company with the securities commissions or similar regulatory authorities in the applicable provinces of Canada after the date
of this Prospectus and prior to the date that is 25 months from the date hereof shall be deemed to be incorporated by reference
in this Prospectus. To the extent that any document or information incorporated by reference into this Prospectus is included in
a report that is filed with or furnished to the SEC pursuant to the United States Securities Exchange Act of 1934, as amended (the
“Exchange Act”), such document or information shall also be deemed to be incorporated by reference as an exhibit
to the Registration Statement (as defined below) (in the case of a report on Form 6-K, if and to the extent expressly provided
in such report).


 


Any statement contained
in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded, for purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed
document that also is, or is deemed to be, incorporated by reference herein modifies, replaces or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.
The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other
information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall
not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation,
an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary
to make a statement not misleading in light of the circumstances in which it was made. The Company may also incorporate other information
filed with or furnished to the SEC under the Exchange Act, provided that information included in any report on Form 6-K shall be
so deemed to be incorporated by reference only if and to the extent expressly provided in such Form 6-K.


 


A Prospectus Supplement containing
the specific terms of an offering of Securities will be delivered to purchasers of such Securities together with this Prospectus
and will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement, but only
for the purposes of the offering of Securities covered by that Prospectus Supplement.


 


Upon a new annual information
form and the related annual financial statements being filed by the Company with the applicable securities commissions or similar
regulatory authorities during the currency of this Prospectus, the previous annual information form, the previous annual financial
statements and all interim financial statements (and related management’s discussion and analysis for such periods), material
change reports and management information circulars filed prior to the commencement of the Company’s financial year in which
the new annual information form is filed shall be deemed no longer to be incorporated into this Prospectus for purposes of further
offers and sales of Securities hereunder. Upon interim consolidated financial statements and the accompanying management’s
discussion and analysis being filed by the Company with the applicable securities regulatory authorities during the period that
this Prospectus is effective, the previous interim consolidated financial statements and the accompanying management’s discussion
and analysis filed shall no longer be deemed to be incorporated into this Prospectus for purposes of future offers and sales of
Securities under this Prospectus. In addition, upon a new management information circular for the annual meeting of shareholders
being filed by the Company with the applicable securities regulatory authorities during the period that this Prospectus is effective,
the previous management information circular filed in respect of the prior annual meeting of shareholders shall no longer be deemed
to be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus.


 






    	 	4	 



     


    

DOCUMENTS FILED AS PART OF THE REGISTRATION
STATEMENT


 


The following documents have
been, or will be, filed with the SEC as part of the Registration Statement (as defined below) of which this Prospectus forms a
part: (1) the documents listed under “Documents Incorporated by Reference”; (2) the consent of Davidson & Company
LLP; (3) powers of attorney from certain of the Company’s directors and officers; and (4) the consents of the “qualified
persons” referred to in this Prospectus under “Interests of Experts”. A copy of any warrant agreement or subscription
receipt agreement, as applicable, will be filed by post-effective amendment or by incorporation by reference to documents filed
or furnished with the SEC under the Exchange Act.


 


AVAILABLE INFORMATION


 


The Company is subject to the
informational requirements of the Exchange Act and applicable Canadian requirements and, in accordance therewith, files reports
and other information with the SEC and with securities regulatory authorities in Canada. Under the multijurisdictional disclosure
system adopted by the United States and Canada, such reports and other information may be prepared in accordance with the disclosure
requirements of Canada, which requirements are different from those of the United States. As a foreign private issuer, the Company
is exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and the Company’s
officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained
in Section 16 of the Exchange Act. Prospective investors may read and download any public document that the Company has filed with
the securities commission or similar regulatory authority in each of the applicable provinces of Canada on SEDAR at www.sedar.com.
The reports and other information filed by the Company with, or furnished to, the SEC can be inspected on the SEC’s website
at www.sec.gov.


 


The Company has filed with the
SEC a registration statement on Form F-10 (the “Registration Statement”) under the United States Securities
Act of 1933, as amended (the “U.S. Securities Act”) with respect to the Securities. This Prospectus, including
the documents incorporated by reference herein, which forms a part of the Registration Statement, does not contain all of the information
set forth in the Registration Statement, certain parts of which are contained in the exhibits to the Registration Statement as
permitted by the rules and regulations of the SEC. For further information with respect to the Company and the Securities, reference
is made to the Registration Statement and the exhibits thereto. Statements contained in this Prospectus, including the documents
incorporated by reference herein, as to the contents of certain documents are not necessarily complete and, in each instance, reference
is made to the copy of the document filed as an exhibit to the Registration Statement. Each such statement is qualified in its
entirety by such reference. The Registration Statement can be found on EDGAR at the SEC’s website: www.sec.gov.


 


THE COMPANY


 


The Company is engaged in the
business of the acquisition, exploration and when warranted, development of mineral properties. The sole mineral property owned
by the Company is the Tuligtic Property which hosts the Ixtaca Project, located in Puebla State, Mexico. The Ixtaca Project is
100% owned by the Company, subject to a 2% net smelter return royalty held by Almadex Minerals Ltd. The Ixtaca Project is at the
exploration and development stage.


 


For a further description
of the business of the Company, see the item entitled “Information on the Company” in the Annual Information Form.


 






    	 	5	 



     


    

RECENT UPDATES


 


Permitting Update


 


On December 21, 2020, the
Company announced that it has received notification from the Mexican federal permitting authority, SEMARNAT, that the Company’s
initial environmental permit application (“MIA”), a required permit in order to proceed to construction and
operation of the Ixtaca Project, did not receive approval. The Company originally submitted the MIA in early 2019.


 


The Company notes that since
submitting its original MIA application there have been three different changes of the minister in charge of SEMARNAT. Although
there have not been any substantive changes in that time to the laws that govern the mining industry, the social and political
dialogue surrounding the role and responsibilities of mining in Mexico has been dynamic. For example, in an address to the Mexican
Congress on November 4, 2020, the current head of SEMARNAT stated that no new open pit mining concessions would be allowed in Mexico,
notwithstanding the absence of any current statutory prohibitions under Mexican law.


 


The reasons cited by SEMARNAT
for not approving the MIA include insufficient technical information regarding the impacts of the Ixtaca Project on the environment,
local and regional area. Although not formally vested with authority on indigenous matters under a specific local body of law,
SEMARNAT also expressed its opinion that indigenous persons are present in the area affected by the Ixtaca Project and indicated
that this needs to be addressed in the context of obligations assumed by Mexico under ILO Convention 169 regarding the human right
to free, prior, informed consultation of indigenous communities.


 


Following its review of SEMARNAT’s
reasons, the Company engaged in conversations with a range of project and industry stakeholders in Mexico. Almaden remains convinced
that the Ixtaca Project can be a showcase for modern, responsible mineral development in Mexico and to define new ground in the
realm of sustainable mining. Accordingly, during 2021 the Company will be working towards submitting a revised MIA permit application
which incorporates additional data presently available to the Company as well as data to be gathered in further field studies.
In the meantime, the Company also plans to continue regional exploration in an effort to expand the known resource at the Ixtaca
Project.


 


There is no assurance that
any future MIA permit application will be successful. Such an application may be subject to challenge or litigation by third parties,
which may delay any decision in respect of the MIA application or which may inhibit the Company’s ability to proceed with
the Ixtaca Project even in the event of a positive outcome to the MIA application. Under Mexican law, in addition to the MIA permit,
a number of additional permits from Federal, State, and Municipal authorities, including a Change of Use of Land permit, an explosives
permit, a water usage permit, and permits relating to powerline construction and electrical use, among others, will be required
in order to proceed to construction and operation of the Ixtaca Project. Almaden reiterates its commitment to comply with Mexican
law.


 


Almaden is able to access
and conduct exploration activities at the Ixtaca Project, including exploration drilling and field activities relating to the preparation
of permits necessary for construction and operation of the Ixtaca Project without a MIA permit.


 


Mineral Title Lawsuit Update


 


In April 2019, in a lawsuit
(the “Amparo”) involving mining concessions held by Almaden which includes the Ixtaca Project, a lower court
in Puebla State ruled that Mexico’s mineral title system is unconstitutional on the basis that consultation of indigenous
communities is not required before the granting of mineral title.


 


Mexico’s Federal Congress,
Senate and Ministry of the Economy have each filed appeals against this decision before the Collegiate (appeals) Court in Mexico,
as has the Company as an “interested party” in the action. The Company is not able to provide a timeframe regarding
when a decision may be forthcoming from the Collegiate Court. The operations of the Collegiate Courts have been disrupted by the
COVID–19 pandemic and normal response times have been substantially delayed. The Company is able to access and work on the
Ixtaca Project while the Amparo is before the Collegiate Court.


 






    	 	6	 



     


    

On January 13, 2021, the Second
Chamber of the Supreme Court of Justice of the Nation (“SCJN”) issued a decision concerning a mining property
in north Puebla state owned by a company unrelated to Almaden, where the constitutionality of Mexico’s mining laws had been
challenged. The SCJN, in a unanimous decision, confirmed that Mexico’s mining law is constitutional. The Company’s
Mexican constitutional law attorney has advised that this decision will have to be taken into account in the Amparo being appealed
before the Collegiate Court.


 


In September, 2020, the second
district court in Puebla State informed SEMARNAT that the existence of the Amparo does not prevent SEMARNAT from resolving a MIA
in respect of the Ixtaca Project and that SEMARNAT is free to act within its jurisdiction and authority in respect of a MIA review.


 


The standards for local implementation
of the obligations assumed by Mexico under ILO Convention 169 regarding the human right to free, prior, informed consultation of
indigenous communities are currently evolving. In the event of a negative outcome on the Amparo, as a result of a new MIA application,
or for other reasons, consultation with indigenous communities by Mexican authorities and the Company may be required as a part
of the permitting process for the Ixtaca Project. In the event consultation is required, this may halt or result in a significant
delay in project development notwithstanding the extensive engagement already conducted by the Company in relevant communities.


 


Mineral Tenure Update


 


On December 1, 2020, the Company
announced that a Mexican court denied the appeal filed by the Company in October 2019 objecting to the reinstatement by the Mexican
mining authorities of approximately 7,000 Ha of mineral claims surrounding the Ixtaca Project, which the Company had previously
dropped. This court decision upheld the action of Mexican mining authorities that reinstated the Company’s original mineral
claims covering the Ixtaca Project (the “Original Concessions”) as the Company’s sole mineral claims over
the Ixtaca Project, and leaving the reduced mineral claims the Company was awarded in 2017 (the “New Concessions”)
as held without effect.


 


The Company is currently studying
the reasons for this judgement in order to plan next steps. In the meantime, the Original Concessions provide the Company with
the same exploration and mining rights over the Company’s Ixtaca Project as the New Concessions would, with the exception
that the Company’s mineral rights in the area are 7,000 Ha larger than they would otherwise be. The Company may not access
or conduct any mining activities (including exploration/drilling activities) on the surface land of the Ejido Tecoltemi which constitutes
330 hectares at the extreme southeast edge of the Original Concessions in an area which the Company had sought to drop from its
reduced mineral claims (the “Ejido Lands”). The Original Concessions over the Ejido Lands are subject to the
Amparo. The Ejido Lands do not overlap the Ixtaca Project or its environmental or social area of impact. The Ejido Lands are in
a different drainage basin than the Ixtaca Project and the Company does not need to travel though the Ejido Lands to access the
Ixtaca Project. Almaden continues to file taxes and assessment reports on the reduced concessions, which have been accepted by
the Mexican mining authorities, and Almaden has not received any notifications from the Mexican mining authorities regarding taxes
on the Original Concessions. Almaden is presently working to clarify what additional taxes, if any, may be payable on the Original
Concessions.


 


Update on Ixtaca Project


 


On December 11, 2018, the Company
announced the results of a feasibility study titled “Ixtaca Gold-Silver Project, Puebla State, Mexico NI 43-101 Technical
Report on the Feasibility Study”, which was prepared in accordance with NI 43-101. An update to the feasibility study was
filed on SEDAR on October 3, 2019 (the “Technical Report”).


 


Certain feasibility study highlights
are provided below. (Base case uses US$1,275 gold per ounce and US$17 per ounce silver prices. Gold and silver equivalency calculations
assume a 75:1 ratio).


 


		·	Average annual production of 108,500 ounces gold and 7.06 million ounces silver (203,000 gold
equivalent ounces, or 15.2 million silver equivalent ounces) over the first six years;



		·	After-tax internal rate of return of 42% and after-tax payback period of 1.9 years;



		·	After-tax net present value of US$310 million at a 5% discount rate; and



		·	Initial capital cost estimate of US$174 million.



 






    	 	7	 



     


    

To date, the Company has invested
approximately US$58 million in the discovery and advancement of the Ixtaca Project. In addition to the capital cost estimate of
US$174 million, none of which has been spent to date, the Company anticipates incurring additional project expenditures of less
than $10 million, exclusive of corporate general, administrative, discretionary exploration drilling, and financing costs, through
to the commencement of construction, with such amounts relating to permitting costs, land acquisition, mill storage, and contingencies.
Land acquisition costs generally refer to private acquisition agreements with surface landowners in order to facilitate the Change
of Use of Land permit. The $10 million expenditure mentioned in this paragraph is not required for the purposes of maintaining
the Ixtaca Project. Funding of this expenditure is anticipated to come through future equity offerings of the Company.


 


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


 


The significant events remaining prior to being in a position to commence
construction are as follows:


 


		·	MIA permit application and approval.



		·	Change of Use of Land permit.



		·	Project financing.



 


Subject to financing, the
Company intends to proceed with the preparation of a revised MIA and a Change of Use of Land permit during 2021. These permits
will require several months for preparation, and once submitted, in the normal course the MIA permit may take up to one year for
review by SEMARNAT, and in the normal course the Change of Use of Land permit would require approximately three months for a response.
The Company expects that preparation of the MIA permit will require a detailed review of the existing field study data, as well
as some additional field work. The Change of Use of Land permit will require the completion of a detailed mine plan showing precise
locations of buildings, roads, and other excavations along with the associated scheduling. The Company’s budget for the above
significant events is approximately $1.0 million. In addition, should the Change of Use of Land permit be granted, the Company
will be required to pay approximately $1.5 million to government authorities.


 


CONSOLIDATED CAPITALIZATION


 


There have been no material changes
in the share and loan capital of the Company, on a consolidated basis, since September 30, 2020.


 


USE OF PROCEEDS


 


Unless otherwise indicated in
a Prospectus Supplement relating to a particular offering of Securities, the Company intends to use the net proceeds from the sale
of Securities for general working capital purposes which may include preparation and submission of applications for permits required
to commence construction of the Ixtaca Project, additional engineering work, exploration activities, legal and litigation costs
and indigenous consultation costs, among other things, and for one or more other general corporate purposes including to complete
corporate acquisitions, to, directly or indirectly, finance future growth opportunities and to repay existing or future indebtedness.
More detailed information regarding the use of proceeds, and the amount of net proceeds to be used for any such purposes will be
set forth in any applicable Prospectus Supplement. The Company may invest net proceeds which it does not immediately use. Such
investments may include short-term marketable investment grade securities.


 


The Company is an exploration
and development stage company and has not generated cash flow from operations. As at December 31, 2019 and during the nine months
ended September 30, 2020, the Company had negative cash flow from operating activities. The Company expects to continue to incur
negative consolidated operating cash flow and losses until such time as it achieves commercial production at a particular project.


 


PLAN OF DISTRIBUTION


 


The Company may, from time to
time, during the 25-month period that this Prospectus remains valid, offer for sale and issue Securities. The Company may issue
and sell up to an aggregate total offering price of US$60,000,000.


 






    	 	8	 



     


    

The Company may sell the Securities,
separately or together, to or through underwriters or dealers, and also may sell Securities to one or more other purchasers directly
or through agents. Each Prospectus Supplement will set forth the terms of the offering, including the name or names of any underwriters,
dealers or agents and any fees or compensation payable to them in connection with the offering and sale of a particular series
or issue of Securities, the public offering price or prices of the Securities and the proceeds to the Company from the sale of
the Securities.


 


The Securities may be sold,
from time to time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at negotiated prices, including in transactions that are
deemed to be “at-the-market distributions” as defined in NI 44-102, including sales made directly on the TSX, the NYSE
American or other existing trading markets for the Securities. The prices at which the Securities may be offered may vary as between
purchasers and during the period of distribution. If, in connection with the offering of Securities at a fixed price or prices,
the underwriters have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable
Prospectus Supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount
not greater than the initial public offering price fixed in such Prospectus Supplement, in which case the compensation realized
by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than
the gross proceeds paid by the underwriters to the Company.


 


Underwriters, dealers
and agents who participate in the distribution of the Securities may be entitled under agreements to be entered into with the
Company to indemnification by the Company against certain liabilities, including liabilities under the U.S. Securities Act and
Canadian securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be
required to make in respect thereof. Such underwriters, dealers and agents may be customers of, engage in transactions with, or
perform services for, the Company in the ordinary course of business.


 


In connection with any offering
of Securities, other than an “at-the-market distribution”, the underwriters may over- allot or effect transactions
which stabilize or maintain the market price of the Securities offered at a level above that which might otherwise prevail in the
open market. Such transactions, if commenced, may be discontinued at any time. No underwriter or dealer involved in an “at
the market distribution”, as defined in NI 44-102, no affiliate of such an underwriter or dealer and no person acting jointly
or in concert with such an underwriter or dealer will over allot Securities in connection with such distribution or effect any
other transactions that are intended to stabilize or maintain the market price of the Securities.


 


Unless otherwise specified in
the applicable Prospectus Supplement, the Warrants, Subscription Receipts and Units will not be listed on any securities exchange.
Consequently, unless otherwise specified in the applicable Prospectus Supplement, there is no market through which the Warrants,
Subscription Receipts or Units may be sold and purchasers may not be able to resell any such Securities purchased under this Prospectus.
This may affect the pricing of the Warrants, Subscription Receipts and Units in the secondary market, the transparency and availability
of trading prices, the liquidity of such Securities and the extent of issuer regulation. No assurances can be given that a market
for trading in Securities of any series or issue will develop or as to the liquidity of any such market, whether or not the Securities
are listed on a securities exchange.


 


DESCRIPTION OF SECURITIES


 


Common Shares


 


The Company’s authorized
share capital consists of an unlimited number of Common Shares without par value, of which 121,300,254 Common Shares were issued
and outstanding as at February 24, 2021. There are also options outstanding to purchase up to 10,992,000 Common Shares at prices
ranging from C$0.41 to C$1.13 and warrants outstanding to purchase up to 13,809,658 Common Shares at prices ranging from C$0.50
to C$1.50, as at February 24, 2021.


 


The holders of Common Shares
are entitled to vote at all meetings of shareholders of the Company (with each Common Share having one vote), to receive dividends
if, as and when declared by the board of directors and to participate rateably in any distribution of property or assets upon the
liquidation, winding-up or other dissolution of the Company. Distribution in the form of dividends, if any, will be set by the
board of directors. The Common Shares are not subject to any future call or assessment and there are no pre-emptive, conversion
or redemption rights attached to such shares.


 


Provisions as to the
modification, amendment or variation of the rights attached to the share capital of the Company are contained in the Company’s
articles and the British Columbia Business Corporations Act. Generally speaking, substantive changes to the share capital
require the approval of the Company’s shareholders by special resolution (at least 66 2/3% of the votes cast).


 






    	 	9	 



     


    

The Common Shares are listed on the TSX under the symbol “AMM”
and NYSE American under the symbol “AAU”.


 


Warrants


 


Warrants may be issued independently
or together with other Securities, and Warrants sold with other Securities may be attached or separate from the other Securities.
Warrants may be issued under and governed by the terms of one or more warrant indentures (each a “Warrant Indenture”)
between the Company and a warrant trustee (the “Warrant Trustee”) that will be named in the relevant Prospectus
Supplement. Each Warrant Trustee will be a financial institution or trust company organized under the laws of Canada or any province
thereof and authorized to carry on business as a trustee. The Warrants may also be issued without the benefit of a Warrant Indenture,
under a warrant certificate (each a “Warrant Certificate”), which will itself contain the terms of the Warrants.


 


This summary of some of the
provisions of the Warrants is not complete. The statements made in this Prospectus relating to any Warrant Indenture and Warrants
to be issued under this Prospectus are summaries of certain anticipated provisions thereof and do not purport to be complete and
are subject to, and are qualified in their entirety by reference to, all provisions of the applicable Warrant Indenture or Warrant
Certificate. Prospective investors should refer to the applicable Warrant Indenture, as applicable, relating to the specific Warrants
being offered for the complete terms of the Warrants. A copy of the form of Warrant Indenture, if any, will be filed with the applicable
securities regulatory authorities in Canada and the United States.


 


The applicable Prospectus Supplement
relating to any Warrants offered by the Company will describe the particular terms of those Warrants and include specific terms
relating to the offering. This description will include, where applicable:


 


		·	the designation and aggregate number of Warrants;



 


		·	the price at which the Warrants will be offered;



 


		·	the currency or currencies in which the Warrants will be offered;



 


		·	the date on which the right to exercise the Warrants will commence and the date on which the right will expire;



 


		·	the number of Common Shares that may be purchased upon exercise of each Warrant and the price
at which and currency or currencies in which the Common Shares may be purchased upon exercise of each Warrant;



 


		·	the designation and terms of any Securities with which the Warrants will be offered, if any, and
the number of the Warrants that will be offered with each Security;



 


		·	the date or dates, if any, on or after which the Warrants and the other Securities with which
the Warrants will be offered will be transferable separately;



 


		·	whether the Warrants will be subject to redemption and, if so, the terms of such redemption provisions;



 


		·	whether the Company will issue the Warrants as global securities and, if so, the identity of the
depositary of the global securities;



 


		·	whether the Warrants will be listed on any exchange;



 


		·	whether the Warrants will be governed by a Warrant Indenture or Warrant Certificates;



 


		·	material United States and Canadian federal income tax consequences of owning the Warrants; and



 


		·	any other material terms or conditions of the Warrants.



 






    	 	10	 



     


    

It is the Warrant Indenture,
as supplemented by any applicable supplemental indenture, or the Warrant Certificate, as the case may be, and not the summary in
the applicable Prospectus Supplement, which defines the rights of a holder of Warrants. There may be other provisions in the Warrant
Indenture or the Warrant Certificate, as the case may be, which are important to a purchaser of Warrants. Such purchaser of Warrants
should read the Warrant indenture or the Warrant Certificate, as the case may be, for a full description of the terms of the Warrants,
the terms of which shall prevail to the extent of any inconsistency.


 


Rights of Holders Prior to Exercise


 


Prior to the exercise of their
Warrants, holders of Warrants will not have any of the rights as holders of the Common Shares issuable upon exercise of the Warrants.


 


Global Securities


 


Warrants may be issued in whole
or in part in the form of one or more global securities, which will be registered in the name of and be deposited with a depositary,
or its nominee, each of which will be identified in the applicable Prospectus Supplement. The global securities may be in temporary
or permanent form. The applicable Prospectus Supplement will describe the terms of any depositary arrangement and the rights and
limitations of owners of beneficial interests in any global security. The applicable Prospectus Supplement also will describe the
exchange, registration and transfer rights relating to any global security.


 


Modifications


 


If Warrants are issued pursuant
to a Warrant Indenture, the Warrant Indenture will provide for modifications and alterations to the Warrants issued thereunder
by way of a resolution of holders of Warrants at a meeting of such holders or a consent in writing from such holders. The number
of holders of Warrants required to pass such a resolution or execute such a written consent will be specified in the Warrant Indenture.


 


The Company may amend any Warrant
Indenture, Warrant Certificates and the Warrants, without the consent of the holders of the Warrants, to cure any ambiguity, to
cure, correct or supplement any defective or inconsistent provision, or in any other manner that will not materially and adversely
affect the interests of holders of outstanding Warrants.


 


Subscription Receipts


 


The following description sets
forth certain general terms and provisions of Subscription Receipts that may be issued hereunder and is not intended to be complete.
Subscription Receipts may be issued at various times which will entitle holders thereof to receive, upon satisfaction of certain
release conditions and for no additional consideration, Common Shares, Warrants, Units or any combination thereof. The Subscription
Receipts may be offered separately or together with other Securities, as the case may be. Subscription Receipts will be issued
pursuant to one or more subscription receipt agreements (each, a “Subscription Receipt Agreement”), each to
be entered into between the Company and an escrow agent (the “Escrow Agent”) that will be named in the relevant
Prospectus Supplement. Each Escrow Agent will be a financial institution organized under the laws of Canada or a province thereof
and authorized to carry on business as a trustee. If underwriters or agents are used in the sale of any Subscription Receipts,
one or more of such underwriters or agents may also be a party to the Subscription Receipt Agreement governing the subscription
receipts sold to or through such underwriter or agent.


 


The statements made in this
Prospectus relating to any Subscription Receipt Agreement and Subscription Receipts to be issued under this Prospectus are summaries
of certain anticipated provisions thereof and do not purport to be complete and are subject to, and are qualified in their entirety
by reference to, the provisions of the applicable Subscription Receipt Agreement. You should refer to the Subscription Receipt
Agreement relating to the specific Subscription Receipts being offered for the complete terms of the Subscription Receipts. A copy
of any Subscription Receipt Agreement relating to an offering or Subscription Receipts will be filed by the Company with the securities
regulatory authorities in applicable Canadian offering jurisdictions and the United States after the Company has entered into it.


 


The particular terms of each
issue of Subscription Receipts will be described in the related Prospectus Supplement. This description may include, but may not
be limited to, any of the following, if applicable:


 



    	 	11	 



     


    




		·	the designation and aggregate number of such Subscription Receipts being offered;



 


		·	the price at which such Subscription Receipts will be offered;



 


		·	the designation, number and terms of the Common Shares, Warrants, Units or
any combination thereof to be received by the holders of such Subscription Receipts upon satisfaction of the release conditions,
and any procedures that will result in the adjustment of those numbers;



 


		·	the conditions (the “Release Conditions”) that must be
met in order for holders of such Subscription Receipts to receive, for no additional consideration, Common Shares, Warrants, Units
or any combination thereof;



 


		·	the procedures for the issuance and delivery of the Common Shares to holders
of such Subscription Receipts upon satisfaction of the Release Conditions;



 


		·	whether any payments will be made to holders of such Subscription Receipts
upon delivery of the Common Shares, Warrants, Units or any combination thereof upon satisfaction of the Release Conditions;



 


		·	the identity of the Escrow Agent;



 


		·	the terms and conditions under which the Escrow Agent will hold all or a
portion of the gross proceeds from the sale of such Subscription Receipts, together with interest and income earned thereon (collectively,
the “Escrowed Funds”), pending satisfaction of the Release Conditions;



 


		·	the terms and conditions under which the Escrow Agent will release all or
a portion of the Escrowed Funds to the Company upon satisfaction of the Release Conditions and if the Subscription Receipts are
sold to or through underwriters or agents, the terms and conditions under which the Escrow Agent will release a portion of the
Escrowed Funds to such underwriters or agents in payment of all or a portion of their fees or commissions in connection with the
sale of the Subscription Receipts;



 


		·	procedures for the refund by the Escrow Agent to holders of such Subscription
Receipts of all or a portion of the subscription price of their Subscription Receipts, plus any pro rata entitlement to interest
earned or income generated on such amount, if the Release Conditions are not satisfied;



 


		·	any contractual right of rescission to be granted to initial purchasers of
such Subscription Receipts in the event that this Prospectus, the Prospectus Supplement under which Subscription Receipts are issued
or any amendment hereto or thereto contains a misrepresentation;



 


		·	any entitlement of the Company to purchase such Subscription Receipts in
the open market by private agreement or otherwise;



 


		·	whether the Company will issue such Subscription Receipts as global securities
and, if so, the identity of the depository for the global securities;



 


		·	whether the Company will issue such Subscription Receipts as bearer securities, as registered securities or both;



 


		·	provisions as to modification, amendment or variation of the Subscription
Receipt Agreement or any rights or terms of such Subscription Receipts, including upon any subdivision, consolidation, reclassification
or other material change of the Common Shares, Warrants, Units or any combination thereof, any other reorganization, amalgamation,
merger or sale of all or substantially all of the Company’s assets or any distribution of property or rights to all or substantially
all of the holders of Common Shares;



 


		·	whether the Company will apply to list such Subscription Receipts on any exchange;



 


		·	material United States and Canadian federal income tax consequences of owning such Subscription Receipts; and



 



    	 	12	 



     


    




		·	any other material terms or conditions of such Subscription Receipts.



 


Rights of Holders of Subscription Receipts Prior to Satisfaction of Release
Conditions


 


The holders of Subscription Receipts
will not be, and will not have the rights of, shareholders of the Company. Holders of Subscription Receipts are entitled only to
receive Common Shares, Warrants, Units or any combination thereof on exchange or conversion of their Subscription Receipts, plus
any cash payments, all as provided for under the Subscription Receipt Agreement and only once the Release Conditions have been
satisfied.


 


Escrow


 


The Subscription Receipt Agreement
will provide that the Escrowed Funds will be held in escrow by the Escrow Agent, and such Escrowed Funds will be released to the
Company (and, if the Subscription Receipts are sold to or through underwriters or agents, a portion of the Escrowed Funds may be
released to such underwriters or agents in payment of all or a portion of their fees in connection with the sale of the Subscription
Receipts) at the time and under the terms specified by the Subscription Receipt Agreement. If the Release Conditions are not satisfied,
holders of Subscription Receipts will receive a refund of all or a portion of the subscription price for their Subscription Receipts,
plus their pro-rata entitlement to interest earned or income generated on such amount, if provided for in the Subscription Receipt
Agreement, in accordance with the terms of the Subscription Receipt Agreement.


 


Modifications


 


The Subscription Receipt Agreement
will specify the terms upon which modifications and alterations to the Subscription Receipts issued thereunder may be made by way
of a resolution of holders of Subscription Receipts at a meeting of such holders or consent in writing from such holders. The number
of holders of Subscription Receipts required to pass such a resolution or execute such a written consent will be specified in the
Subscription Receipt Agreement.


 


The Subscription Receipt Agreement
will also specify that the Company may amend the Subscription Receipt Agreement and the Subscription Receipts, without the consent
of the holders of the Subscription Receipts, to cure any ambiguity, to cure, correct or supplement any defective or inconsistent
provision, or in any other manner that will not materially and adversely affect the interests of the holders of outstanding Subscription
Receipts or as otherwise specified in the Subscription Receipt Agreement.


 


Units


 


Units are a security comprised
of more than one of the other Securities described in this Prospectus offered together as a “Unit”. A Unit is typically
issued so that the holder thereof is also the holder of each Security included in the Unit. Thus, the holder of a Unit will have
the rights and obligations of a holder of each Security comprising the Unit. The agreement, if any, under which a Unit is issued
and may provide that the Securities comprising the Unit may not be held or transferred separately at any time or at any time before
a specified date.


 


The particular terms and provisions
of Units offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply
to them, will be described in the Prospectus Supplement filed in respect of such Units. This description will include, where applicable:
(i) the designation and terms of the Units and of the Securities comprising the Units, including whether and under what circumstances
those Securities may be held or transferred separately; (ii) any provisions for the issuance, payment, settlement, transfer or
exchange of the Units or of the Securities comprising the Units; (iii) whether the Units will be issued in registered or global
form; and (iv) any other material terms and conditions of the Units.


 


See the descriptions of the other types of Securities that may be issued under
this Prospectus for further information.


 


CERTAIN FEDERAL INCOME TAX CONSIDERATIONS


 


The applicable Prospectus
Supplement may describe certain Canadian federal income tax consequences to an investor who is a non-resident of Canada or to
an investor who is a resident of Canada of acquiring, owning and disposing of any of the Securities offered thereunder. The applicable
Prospectus Supplement may also describe certain U.S. federal income tax consequences of the acquisition, ownership and disposition
of any of the Securities offered thereunder by an initial investor who is subject to United States federal taxation. Investors
should read the tax discussion in any Prospectus Supplement with respect to a particular offering and consult their own tax advisors
with respect to their own particular circumstances.


 






    	 	13	 



     


    

PRIOR SALES


 


The following tables summarize the details of the
Common Shares and any securities convertible or exchangeable for Common Shares issued by the Company during the 12-month period
prior to the date of this Prospectus.


 


Common Shares


 


	Date of Issuance	 	Price per Common Share 
($)	 	Number of Common 
Shares	 	Reason for Issuance
	March 27, 2020(1)	 	0.37	 	5,509,658	 	Private placement
	June 23, 2020	 	0.47	 	5,000	 	Options exercised
	June 23, 2020	 	0.41	 	15,000	 	Options exercised
	August 6, 2020(2)	 	0.65	 	3,100,000	 	Private placement
	September 17, 2020	 	0.83	 	15,000	 	Options exercised
	September 18, 2020	 	1.25	 	25,000	 	Options exercised
	September 21, 2020	 	0.50	 	20,000	 	Warrants exercised
	September 23, 2020	 	0.79	 	50,000	 	Options exercised
	September 23, 2020	 	1.25	 	13,818	 	Options exercised
	September 29, 2020	 	1.14	 	25,416	 	Options exercised
	September 30, 2020	 	0.83	 	23,000	 	Options exercised
	November 3, 2020	 	0.86	 	20,000	 	Options exercised
	November 6, 2020	 	0.86	 	5,000	 	Options exercised
	November 19, 2020	 	0.86	 	30,000	 	Options exercised
	December 10, 2020	 	0.86	 	66,643	 	Options exercised
	February 1, 2021	 	0.84	 	100,000	 	Options exercised
	February 4, 2021	 	0.84	 	25,000	 	Options exercised
	February 4, 2021	 	0.69	 	25,000	 	Options exercised
	February 5, 2021	 	0.84	 	250,000	 	Options exercised
	February 12, 2021	 	0.69	 	175,000	 	Options exercised
	February 16, 2021	 	0.80	 	75,000	 	Options exercised



 


 


 


Stock Options and Warrants


 


 


	Date of Issuance	 	Type of Security	 	Exercise Price per 
Security ($)	 	Number of Securities
	March 27, 2020(1)	 	Warrants	 	0.50	 	5,509,658
	August 6, 2020(2)	 	Warrants	 	0.90	 	3,100,000
	March 4, 2020	 	Options	 	0.47	 	1,130,000
	April 13, 2020	 	Options	 	0.41	 	115,000
	April 29, 2020	 	Options	 	0.58	 	220,000
	May 1, 2020	 	Options	 	0.62	 	700,000
	June 9, 2020	 	Options	 	0.64	 	2,180,000
	October 1, 2020	 	Options	 	1.13	 	1,346,000
	December 15, 2020	 	Options	 	0.89	 	972,000




 



    	 	14	 



     


    



	Date of Issuance	 	Type of Security	 	Exercise Price per 
Security ($)	 	Number of Securities
	February 9, 2021	 	Options	 	0.97	 	450,000



 


Note:


		(1)	Issued pursuant to a non-brokered private placement involving the issuance
of 5,509,658 units at $0.37 per unit. Each unit consists of one Common Share and one non-transferable common share purchase warrant.
Each warrant allows the holder to purchase one Common Share at a price of $0.50 per share until March 27, 2023.



		(2)	Issued pursuant to a non-brokered private placement involving the issuance
of 3,100,000 units at $0.65 per unit. Each unit consists of one Common Share and one non-transferable common share purchase warrant.
Each warrant allows the holder to purchase one Common Share at a price of $0.90 per share until August 6, 2023.



 


TRADING PRICE AND VOLUME


 


The Common Shares are listed
and posted for trading on the TSX and the NYSE American under the symbols “AMM” and “AAU”, respectively.
The following table sets forth, for the periods indicated, the high and low sale prices per Common Share and the total monthly
trading volumes, as reported on the TSX.


 


	Month	 	High ($)	 	Low ($)	 	Volume
	January 2020	 	0.79	 	0.64	 	610,795
	February 2020	 	0.70	 	0.38	 	1,153,077
	March 2020	 	0.61	 	0.31	 	1,203,184
	April 2020	 	0.68	 	0.38	 	911,431
	May 2020	 	0.68	 	0.54	 	830,312
	June 2020	 	0.77	 	0.61	 	657,165
	July 2020	 	0.97	 	0.64	 	4,525,641
	August 2020	 	1.10	 	0.80	 	3,268,917
	September 2020	 	1.43	 	0.83	 	2,860,683
	October 2020	 	1.35	 	1.00	 	1,609,617
	November 2020	 	1.60	 	1.22	 	2,298,282
	December 2020	 	1.40	 	0.59	 	5,540,452
	January, 2021	 	1.08	 	0.61	 	3,047,301
	February 1 – 24, 2021	 	1.52	 	0.83	 	4,427,311



 


The following table sets forth, for the periods indicated,
the high and low sale prices per Common Share and the total monthly trading volumes, as reported on the NYSE American.


 


 


	Month	 	High (US$)	 	Low (US$)	 	Volume
	January 2020	 	0.61	 	0.49	 	4,672,205
	February 2020	 	0.50	 	0.28	 	8,295,600
	March 2020	 	0.42	 	0.21	 	9,422,503
	April 2020	 	0.49	 	0.26	 	8,672,321
	May 2020	 	0.49	 	0.38	 	7,584,731
	June 2020	 	0.59	 	0.45	 	7,659,342



 



    	 	15	 



     


    




	Month	 	High (US$)	 	Low (US$)	 	Volume
	July 2020	 	0.75	 	0.47	 	18,296,782
	August 2020	 	0.84	 	0.60	 	14,959,843
	September 2020	 	1.09	 	0.64	 	17,091,444
	October 2020	 	1.03	 	0.75	 	14,704,088
	November 2020	 	1.24	 	0.93	 	12,037,097
	December 2020	 	1.07	 	0.45	 	50,040,282
	January, 2021	 	0.85	 	0.46	 	106,858,051
	February 1 – 24, 2021	 	1.20	 	0.65	 	167,249,252



 


At the close of business on
February 24, 2021, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares as quoted
by the TSX was $1.00 and on the NYSE American was US$0.81.


 


RISK FACTORS


 


An investment in Securities
of the Company is subject to certain risks, which should be carefully considered by prospective investors before purchasing such
Securities. In addition to the other information set out or incorporated by reference in this Prospectus currently and from time
to time, investors should carefully consider the risk factors incorporated by reference in this Prospectus referred to below and
the risk factors set forth in any applicable Prospectus Supplement. Any one of such risk factors could materially affect the Company’s
business, financial condition and/or future operating results and prospects and could cause actual events to differ materially
from those described in forward-looking statements and information relating to the Company. Additional risks and uncertainties
not currently identified by the Company or that the Company currently believes not to be material also may materially and adversely
affect the Company’s business, financial condition, operations or prospects. Investors should carefully consider the risks
described under the headings “Item 3. Key Information - Risk Factors”, “Item 4. Information on the Company -
Business Overview”, “Item 4. Information on the Company – Principal Property Interests”, “Item 5. 
Operating and Financial Review and Prospects” and in the exhibits attached to the Annual Information Form incorporated by
reference herein, the risk factors described in the Annual MD&A and the risk factors set forth below and in any applicable
Prospectus Supplement. See “Documents Incorporated by Reference.”


 


Update on Permitting Risks


 


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


 


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


 


The Company notes that
since early 2019 there have been three different changes of the minister in charge of SEMARNAT. Although there have not been any
substantive changes in that time to the laws that govern the mining industry, the social and political dialogue surrounding the
role and responsibilities of mining in Mexico has been dynamic. For example, in an address to the Mexican Congress on November
4, 2020, the current head of SEMARNAT stated that no new open pit mining concessions would be allowed in Mexico, notwithstanding
the absence of any current statutory prohibitions under Mexican law.


 






    	 	16	 



     


    

Update on Mineral Title Risks


 


The Tuligtic Property, which
includes the Ixtaca Project, is the Company’s only property as of the date of the prospectus. The Tuligtic Property includes
claims over the Ejido Lands, which are subject to the Amparo filed on April 7, 2015. In the event of a negative outcome on the
Amparo, as a result of a new MIA application, or for other reasons, consultation with indigenous communities by Mexican authorities
and the Company may be required as a part of the permitting process for the Ixtaca Project. In the event consultation is required,
this may halt or result in a significant delay in project development notwithstanding the extensive engagement already conducted
by the Company in relevant communities. The standards for local implementation of the obligations assumed by Mexico under ILO Convention
169 regarding the human right to free, prior, informed consultation of indigenous communities are currently evolving. The Company
is not able to provide a timeframe regarding when a decision may be forthcoming from the Collegiate Court on the lower court decision
of the Amparo. Additionally, the operations of the Collegiate Courts have been disrupted by the COVID–19 pandemic and normal
response times have been substantially delayed.


 


There are significant risks that
the outcome of the Amparo proceedings may not be known for an extended period of time, and if the Mineral Title dispute is not
decided in a manner favourable to the Company, the Company may lose the ownership of some or all of its mineral claims. If the
Company lost all of its mineral claims it would not have a business and investors may lose their entire investment. Therefore,
an investment in the Company’s securities is suitable only for those purchasers who are willing to risk a loss of all of
their investment and who can afford to lose all of their investment.


 


INTERESTS OF EXPERTS


 


Information of a scientific
or technical nature in respect of the Ixtaca Project included or incorporated by reference in this Prospectus, including the scientific
and technical information disclosed in the Annual Information Form, as described under the heading “Principal Property Interests”
on page 31 of the Annual Information Form, has been prepared or certified, as applicable, by Morgan J. Poliquin, P.Eng., Jesse
Aarsen, P.Eng., Tracey Meintjes, P.Eng., Edward Wellman PE, PG, CEG, Clara Balasko, P.E., Kristopher Raffle, P.Geo., and Gary Giroux,
M.A.Sc., P.Eng. As of the date hereof, Morgan Poliquin, the President and Chief Executive Officer of the Company, holds approximately
1.5% of the Common Shares of the Company. Ms. Balasko, who was one of the authors of the Technical Report, no longer works for
SRK Consulting (U.S.), Inc. Accordingly, R. Breese Burnley, P.E. of SRK Consulting (U.S.) Inc. has assumed responsibility for the
portions of the scientific and technical information previously attributed to Ms. Balasko. To the best of the Company’s knowledge,
after reasonable inquiry, as of the date hereof, the other aforementioned individuals and, as applicable, their firms, beneficially
own, directly or indirectly, less than 1% of the Common Shares of the Company.


 


Davidson & Company LLP is
the auditor of the Company and has advised the Company that they are independent of the Company within the meaning of the relevant
rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulation.


 


LEGAL MATTERS


 


Certain legal matters in connection
with the offering will be passed upon on behalf of the Company by Borden Ladner Gervais LLP, as to Canadian legal matters, and
Dorsey & Whitney LLP, as to United States legal matters. As of the date hereof, the partners and associates of Borden Ladner
Gervais LLP own, directly or indirectly, less than 1% of the Common Shares.


 


ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES


 


The Company is a British
Columbia company. All of the directors and officers of the Company and all but two of the experts named under “Interests
of Experts” herein are resident outside of the United States and a substantial portion of the Company’s assets and
the assets of such persons are located outside of the United States. Consequently, it may be difficult for United States investors
to effect service of process within the United States on the Company, its directors or officers or such experts, or to realize
in the United States on judgments of courts of the United States predicated on civil liabilities under the U.S. Securities Act.
Investors should not assume that Canadian courts would enforce judgments of United States courts obtained in actions against the
Company or such persons predicated on the civil liability provisions of the United States federal securities laws or the securities
or “blue sky” laws of any state within the United States or would enforce, in original actions, liabilities against
the Company or such persons predicated on the United States federal securities or any such state securities or “blue sky”
laws. The Company has been advised by its Canadian counsel, Borden Ladner Gervais LLP, that a judgment of a United States court
predicated solely upon civil liability under United States federal securities laws would probably be enforceable in Canada if
the United States court in which the judgment was obtained has a basis for jurisdiction in the matter that would be recognized
by a Canadian court for the same purposes. The Company has also been advised by Borden Ladner Gervais LLP, however, that there
is substantial doubt whether an action could be brought in Canada in the first instance on the basis of liability predicated solely
upon United States federal securities laws.


 






    	 	17	 



     


    

The Company filed with the SEC,
concurrently with the Registration Statement, an appointment of agent for service of process on Form F-X. Under the Form F-X, the
Company appointed Puglisi & Associates as its agent for service of process in the United States in connection with any investigation
or administrative proceeding conducted by the SEC, and any civil suit or action brought against or involving the Company in a United
States court, arising out of or related to or concerning the offering of Securities under this Prospectus.


 


Edward Wellman and R. Breese
Burnley, each a person named as having prepared or certified a report which is referenced in this Prospectus or in a document incorporated
by reference, reside outside of Canada (see “Interests of Experts” above). Purchasers are advised that it may
not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued
or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an
agent for service of process in Canada.


 


STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION


 


Securities legislation in certain
of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right
may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the
provinces of Canada, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions,
revisions of the price or damages if the Prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser,
provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit
prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions
of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal advisor.


 


CONTRACTUAL RIGHTS OF WITHDRAWAL AND
RESCISSION


 


Original purchasers of Securities
which are convertible, exchangeable or exercisable for other securities of the Company, including Warrants if offered separately,
will have a contractual right of rescission against the Company in respect of the conversion, exchange or exercise of such Securities.
The contractual right of rescission will entitle such original purchasers to receive, in addition to the amount paid on original
purchase of the Warrant or Subscription Receipt, as the case may be, the amount paid upon conversion, exchange or exercise, upon
surrender of the underlying securities gained thereby, in the event that this Prospectus, the relevant Prospectus Supplement or
an amendment thereto contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180
days of the date of the purchase of such Securities under this Prospectus and the applicable Prospectus Supplement; and (ii) the
right of rescission is exercised within 180 days of the date of the purchase of such Securities under this Prospectus and the applicable
Prospectus Supplement. This contractual right of rescission will be consistent with the statutory right of rescission described
under section 131 of the Securities Act (British Columbia), and is in addition to any other right or remedy available to original
purchasers under section 131 of the Securities Act (British Columbia) or otherwise at law.


 






    	 	18	 



     


    

CERTIFICATE OF THE COMPANY


 


Dated: February 25, 2021


 


This short form prospectus,
together with the documents incorporated in this prospectus by reference, will, as of the date of a particular distribution of
securities under the prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered
by this prospectus and the supplement as required by the securities legislation of the provinces of Canada, other than Québec.


 


 


 


 


 


	(signed) Morgan Poliquin	(signed) Korm Trieu
	President and Chief Executive Officer	Chief Financial Officer


 


 


 


 


 


On behalf of the Board of Directors


 


 


 


 


	(signed) J. Duane Poliquin	(signed) William Worrall
	Chairman and Director	Director


 


 


 


 


 


 


 


 


 


 


 


C-1