Mr. Duane Poliquin reports

ALMADEN ENTERS INTO KEY PERSONS RETENTION AGREEMENT

Almaden Minerals Ltd. has established a key persons retention agreement (KPA), which is a long-term incentive program to retain key personnel of the company who have important historical information and knowledge to contribute toward its international arbitration proceedings under the Comprehensive and Progressive Agreement for Trans-Pacific Partnership with the United Mexican States.

The company recognizes that the continued, active participation of the key persons is of material importance to the claim and therefore requires the active support of the key persons throughout the claim process. Each key person must satisfy specific claim related duties and if they do so, each key person may be entitled to a predefined percentage of the proceeds received under the KPA. The KPA outlines that the key persons' entitlement is not related to participation as a witness in the claim proceedings or performance as a witness should he serve as one.

The KPA provides that if the claim is successful and the company receives damages proceeds, 4.0 per cent of the net proceeds will be directed to the KPA for distribution to its participants, being Korm Trieu, chief financial officer, and Douglas McDonald, executive vice-president. The net proceeds consist of any gross damages award resulting from the claim, less all the aggregate direct expenses related to it, including the costs relating to the litigation funding. In the event there are no net proceeds, no amount will be payable under the KPA. On the other hand, the KPA is subject to a maximum aggregate amount of $12-million (U.S.). This maximum aggregate amount does not reflect the company's view on the merits of the claim.

The KPA will be submitted for approval by the company's disinterested shareholders at the next annual general and special meeting of shareholders, scheduled for June 26, 2025. The management information circular for the meeting will include full details of the KPA.

The company engaged Evans & Evans Inc., a third party financial advisory firm, on an arm's-length basis, who delivered a reasonableness letter to the company confirming the terms of the KPA are fair and reasonable, from a financial standpoint, to the company's shareholders. The foregoing conclusions are qualified in their entirety by reference to the full text of the reasonableness letter, a copy of which will be attached to the circular.

We seek Safe Harbor.