Almaden Minerals Ltd. (“Almaden” or “the Company”; TSX:
AMM; NYSE American: AAU) is providing an update regarding
its Request for Consultations delivered to the United Mexican
States (“Mexico”, see press release dated December 14, 2023), and
its listing on the NYSE American stock exchange (see press release
of October 25, 2023).
Request for Consultations
As previously reported, on December 13, 2023,
Almaden delivered to Mexico a written Request for Consultations in
accordance with Article 9.18 of the Comprehensive and Progressive
Agreement for Trans-Pacific Partnership (“CPTPP”), setting out a
brief description of facts regarding the measures at issue. On
December 29, 2023, Mexico acknowledged receipt of that Request and
stated that it would propose dates for a consultation meeting in
the near future, but never reverted with proposed dates, leaving
the dispute unresolved.
Accordingly, on March 14, 2024, Almaden
delivered to Mexico written notice of its intention to submit a
claim (“Claim”) to arbitration against Mexico (the “Notice”) in
accordance with Article 9.19.3 of the CPTPP. This Notice has been
delivered by Almaden together with Almadex Minerals Ltd., on behalf
of themselves and their Mexican subsidiaries.
Amongst other things, the Notice sets out the
factual background of the dispute as well as the legal basis of the
resulting Claim, the provisions of the CPTPP that Mexico has
breached, and the relief sought. The damages relating to the
Almaden and Almadex Claim will be for no less than US$200 million,
in the aggregate.
The Notice enables the Company to initiate
arbitration should an amicable resolution of the dispute with the
Mexican government not be reached. The filing of the Notice must
precede initiation of arbitration by a minimum of 90 days.
In good faith and in the spirit of cooperation,
Almaden invites Mexico once again to engage in discussions and
negotiations with a view to achieving an amicable resolution of the
dispute. If such consultations with Mexico are unsuccessful,
Almaden may then submit the Claim to arbitration under the CPTPP,
seeking damages for the harm incurred, plus interest, costs, and
any such further relief as a Tribunal may deem appropriate.
NYSE American Continued Listing
Standards
As previously announced, Almaden is not in
compliance with the continued listing standards of the NYSE
American exchange because the Company’s securities have been
selling for a low price per share for a substantial period of time
which NYSE American determines to be a 30-trading-day average price
of less than US$0.20 per share. The Company’s continued
listing on the NYSE American exchange is predicated on it
demonstrating sustained price improvement within a reasonable
period of time which has determined to be no later than April 19,
2024.
Although Almaden has requested consultations
with Mexico under the CPTPP, to date Mexico has not proposed a date
for these consultations. In view of this, and the Company’s wish to
provide predictability to shareholders, the Company has determined
to voluntarily delist from the NYSE American exchange. Almaden
intends to seek a listing on the OTCQB Marketplace in parallel with
its de-listing from the NYSE American exchange to ensure a
continued U.S. trading platform for its U.S. shareholders.
The Company provided notice of the voluntary
delisting to the NYSE American on March 14, 2024 and intends to
file a Form 25 with the Securities and Exchange Commission in a
timely manner to effect the delisting. It is anticipated that the
delisting will become effective at the end of business on or about
April 4, 2024. The Company has made an application to the OTCQB and
expects that its common shares will be quoted on the OTCQB on the
next trading day without interruption.
On Behalf of the Board of Directors,
“J. Duane Poliquin”J. Duane PoliquinChairAlmaden
Minerals Ltd.
Safe Harbor Statement
Certain of the statements and information in
this news release constitute “forward-looking statements” within
the meaning of the United States Private Securities Litigation
Reform Act of 1995 and “forward-looking information” within the
meaning of applicable Canadian provincial securities laws. All
statements, other than statements of historical fact, are
forward-looking statements or information. Forward-looking
statements or information in this news release relate to, among
other things, the timing and nature of any future consultation,
negotiations or settlement between the Company and Mexico, whether
the Company pursues claims before an arbitral tribunal and the
timing, result and damages of such claims before an arbitral
tribunal, and the delisting from the NYSE American exchange,
listing on the OTCQB exchange, and related timing of each.
These forward-looking statements and information
reflect the Company’s current views with respect to future events
and are necessarily based upon a number of assumptions that, while
considered reasonable by the Company, are inherently subject to
significant legal, regulatory, business, operational and economic
uncertainties and contingencies, and such uncertainty generally
increases with longer-term forecasts and outlook. These assumptions
include: stability and predictability in Mexico’s consultation
process under the CPTPP; stability and predictability in the
application of the CPTPP and arbitral decisions thereon; and
continued respect for the rule of law in Mexico. The foregoing list
of assumptions is not exhaustive.
The Company cautions the reader that
forward-looking statements and information involve known and
unknown risks, uncertainties and other factors that may cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements or
information contained in this news release. Such risks and other
factors include, among others, risks related to: Mexico’s
consultation process under the CPTPP; the application of the CPTPP
and arbitral decisions thereon; continued respect for the rule of
law in Mexico; political risk in Mexico; crime and violence in
Mexico; corruption in Mexico; environmental risks, including
environmental matters under Mexican laws and regulations; impact of
environmental impact assessment requirements on the Company’s
planned exploration and development activities on the Project;
certainty of mineral title and the outcome of consultation,
litigation and arbitration; community relations; governmental
regulations and the ability to obtain necessary licences and
permits; risks related to mineral properties being subject to prior
unregistered agreements, transfers or claims and other defects in
title; changes in mining, environmental or agrarian laws and
regulations and changes in the application of standards pursuant to
existing laws and regulations which may increase costs of doing
business and restrict operations; as well as those factors
discussed the section 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 the Company has attempted to identify important
factors that could affect the Company and may cause actual actions,
events or results to differ materially from those described in
forward-looking statements or information, there may be other
factors that cause actions, events or results not to be as
anticipated, estimated or intended. There can be no assurance that
our forward-looking statements or information will prove to be
accurate. Accordingly, readers should not place undue reliance on
forward-looking statements or information. Except as required by
law, the Company does not assume any obligation to release publicly
any revisions to on forward-looking statements or information
contained in this news release to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated
events.
Contact Information:
Almaden Minerals Ltd.Tel. 604.689.7644Email:
info@almadenminerals.comhttp://www.almadenminerals.com/
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