Almaden Announces $7 Million Non-Brokered Private Placement
NEWS RELEASE
May 11, 2018
Trading Symbols:
TSX: AMM; NYSE American: AAU
www.almadenminerals.com
NOT FOR DISTRIBUTION TO UNITED STATES NEWS SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
ALMADEN ANNOUNCES $7 MILLION NON-BROKERED PRIVATE PLACEMENT
Vancouver, B.C. Almaden Minerals Ltd. (“Almaden” or “the Company”; AMM: TSX; AAU: NYSE
American) is pleased to announce a proposed non-brokered private placement financing (the "Offering") of up to
7,000,000 units (the “Units”) to raise approximately $7,000,000 at a price of $1.00 per Unit.
Each Unit will consist of one common share of the Company and one -half of one non-transferable common share
purchase warrant, each whole share purchase warrant (a "Warrant") entitling the holder to purchase one common
share of the Company at a price of $1.35 per share for four (4) years following the closing of the Offering.
The Warrants will be subject to an acceleration provision whereby if, commencing four months and one da y after the
Closing Date, the daily volume weighted average trading price of the common shares on the TSX is higher than $2.00
for 20 consecutive trading days then, on the 20th consecutive trading day of any such period (the “ Acceleration
Trigger Date”), the expiry date of the Warrants may be accelerated by the Company to the 30th trading day after the
Acceleration Trigger Date by the issuance of a news release announcing such acceleration within three trading days
of the Acceleration Trigger Date.
Almaden intends to use the net proceeds of the Offering for exploration and development activities relating to the
Ixtaca project, and for general corporate purposes . Certain insiders of the Company may participate in the Offering.
The issuance of Units to insiders of the Company pursuant to the Offering will be considered related party
transactions within the meaning of Multilateral Instrument 61 -101 – Protection of Minority Security Holders in Special
Transaction (MI 61-101). The Company intends to rely on exemptions from the formal valuation and minority approval
requirements of sections 5.5(a) and 5.7(1)(a) of MI 61 -101 in respect of such insider participation, based on a
determination that fair market value of the participation in the Offering by insiders will not exceed 25% of the market
capitalization of the Company, as determined in accordance with MI 61-101.
Sprott Capital Partners, a division of Sprott Private Wealth LP, and affiliates will act as fin ders in connection with the
Offering. The Company may pay finders ’ fees in connection with the Offering in cash, shares, warrants or
combinations thereof.
Closing of the Offering is anticipated to be on or about June 7 , 2018 (the “Closing Date”) and is subject to receipt of
applicable regulatory approvals including approval of the TSX and NYSE American exchanges. The securities issued
will be subject to a standard four month hold period in Canada.
About Almaden
Almaden Minerals Ltd. owns 100% of the Tuligtic project in Puebla State, Mexico, subject to a 2.0% NSR royalty held
by Almadex Minerals Limited. Tuligtic covers the Ixtaca Gold -Silver Deposit, which was discovered by Almaden in
2010.
On Behalf of the Board of Directors
“Morgan Poliquin”
Morgan J. Poliquin, Ph.D., P.Eng.
President, CEO and Director
Almaden Minerals Ltd.
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THIS NEWS RELEASE, PROVIDED PURSUANT TO APPLICABLE CANADIAN REQUIREMENTS, IS NOT FOR
DISTRIBUTION TO UNITED STATES NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES,
AND DOES N OT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THE OFFERING IN
QUESTION HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS, AND THE SECURITIES SOLD IN SUCH OFFERING MAY NOT
BE OFFERE D OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS ABSENT REGISTRATION OR
APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS.
Forward-Looking Information
Neither the Toronto Stock Exchange (TSX) nor the NYSE American have reviewed or accepted responsibilit y for the adequacy or accuracy of the
contents of this news release which has been prepared by management. Except for the statements of historical fact contained h erein, certain
information presented constitutes "forward -looking statements" within the mean ing of the United States Private Securities Litigation Reform Act of 1995
and Canadian securities laws. Such forward -looking statements, including but not limited to, those with respect to potential expansion of mineralization,
potential size of mineralized zone, and size and timing of exploration and development programs, estimated project capital and other project costs and
the timing of submission and receipt and availability of regulatory approvals involve known and unknown risks, uncertainties and other factors which
may cause the actual results, performance or achievement of Almaden to be materially different from any future results, perfo rmance or achievements
expressed or implied by such forward -looking statements. Such factors include, among others , risks related to international operations and joint
ventures, the actual results of current exploration activities, conclusions of economic evaluations, uncertainty in the estim ation of mineral resources,
changes in project parameters as plans continue t o be refined, environmental risks and hazards, increased infrastructure and/or operating costs, labour
and employment matters, and government regulation and permitting requirements as well as those factors discussed in the secti on entitled "Risk
Factors" in Almaden's Annual Information form and Almaden's latest Form 20 -F on file with the United States Securities and Exchange Commission in
Washington, D.C. Although Almaden has attempted to identify important factors that could cause actual results to differ materially, there may be other
factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements wi ll prove to be accurate as
actual results and future events could differ materially from those antic ipated in such statements. Almaden disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required pursuant to
applicable securities laws. Accordingly, readers should not place undue reliance on forward -looking statements.