Almaden Minerals Ltd Sample Contracts

Almaden Minerals Ltd – AMENDING AGREEMENT made the 1st day of April, 2016 ("Amending Agreement ") BETWEEN : (March 30th, 2017)

WHEREAS the Corporation and the Executive are parties to an Executive Employment Contract dated effective as of January 1, 2016 (the "Contract ");

Almaden Minerals Ltd – AMENDING AGREEMENT made the 1st day of April , 2016 ("Amending Agreement ") BETWEEN: (March 30th, 2017)

WHEREAS the Corporation and the Executive are parties to an Executive Employment Contract dated effective as of January 29, 2013 (the "Contract");

Almaden Minerals Ltd – EXECUTIVE EMPLOYMENT CONTRACT (the "Agreement") dated effective as of January 1, 2016 (the "Effective Date") (March 31st, 2016)

AND WHEREAS, pursuant to the terms of an Executive Compensation Contract dated effective as of January 29, 2013 between the Corporation and Hawk Mountain Resources Ltd. ("Hawk Mountain"), Hawk Mountain provided the services of the Executive to the Corporation;

Almaden Minerals Ltd – ARRANGEMENT AGREEMENT (March 31st, 2016)

WHEREAS Almaden and Spinco wish to effect a statutory plan of arrangement under section 288 of the Business Corporations Act (British Columbia) on the terms and conditions set out in this Agreement and the Plan of Arrangement annexed hereto as Exhibit A.

Almaden Minerals Ltd – THIS FIRST AMENDING AGREEMENT made effective as of the 16th day of December, 2015 (March 31st, 2016)

NOW THEREFORE in consideration of the premises and the mutual covenants and agreements set forth herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged by each of the Parties, the Parties hereby agree that the ASA is hereby amended as follows:

Almaden Minerals Ltd – TERMINATION AGREEMENT (March 31st, 2016)

THEREFORE,    in consideration of the mutual promises set out  below and other good and valuable consideration, the parties agree as follows:

Almaden Minerals Ltd – ADMINISTRATIVE SERVICES AGREEMENT BETWEEN (March 31st, 2016)
Almaden Minerals Ltd – CONTRATO DE CESION DE DERECHOS(“CONVENIO” 0 “CONTRATO) QUE CELEBRAN, POR UNA PARTE, COMPANIA MINERA ZAPATA, S.A. DE C.V., REPRESENTADA EN ESTE ACTO POR EL SR. FRANCISCO HEIRAS MANCERA (EN ADELANTE IDENTIFICADA COMO “LA CEDENTE”); Y, POR UNA SEGUNDA PARTE, DON DAVID GOLD MEXICO, S.A. DE C.V. (EN ADELANTE LA "CESIONARIA"), REPRESENTADA EN ESTE ACTO POR EL SENIOR DANIEL ISAAC SALCEDO ZERMENO, AL TENOR DE LAS SIGUIENTES DECLARACIONES Y CLAUSULAS. DECLARACIONES 1. Declara la CEDENTE. oor conducto de ASSIGNMENT OF RIGHTS AGREEMENT (“AGREEMENT” OR “CONTRACT”) ENTERED INTO BY AND BETWEEN, AS FIRST PAR (April 1st, 2014)

CONTRATO DE CESION DE DERECHOS(“CONVENIO” 0 “CONTRATO) QUE CELEBRAN, POR UNA PARTE, COMPANIA MINERA ZAPATA, S.A. DE C.V., REPRESENTADA EN ESTE ACTO POR EL SR. FRANCISCO HEIRAS MANCERA (EN ADELANTE IDENTIFICADA COMO “LA CEDENTE”); Y, POR UNA SEGUNDA PARTE, DON DAVID GOLD MEXICO, S.A. DE C.V. (EN ADELANTE LA "CESIONARIA"), REPRESENTADA EN ESTE ACTO POR EL SENIOR DANIEL ISAAC SALCEDO ZERMENO, AL TENOR DE LAS SIGUIENTES DECLARACIONES Y CLAUSULAS.

Almaden Minerals Ltd – EXECUTIVE EMPLOYMENT CONTRACT (the "Agreement") dated effective as of January 29,2013 (the "Effective Date") BETWEEN: ALMADEN MINERALS LTD., a British Columbia company hereinafterthe "Cor~oration" AND: MORGAN POLlQUlN hereinafterthe "Executive" WHEREAS the Corporation is a mineral exploration and development company; AND WHEREAS the Executive is employed, and has agreed to continue to be employed on the terms set forth in this Agreement, as the President and Chief Executive Officer of the Corporation; AND WHEREAS the Corporation recognizes the valuable services that the Executive has provided (March 29th, 2013)
Almaden Minerals Ltd – EXECUTIVE COMPENSATION CONTRACT (the "Agreement") dated effective as of January 29,2013 (the "Effective Date") BETWEEN: ALMADEN MINERALS LTD., a British Columbia company hereinafter the "Cornoration" AND: HAWK MOUNTAIN RESOURCES LTD., a British Columbia company hereinafter the "Management Company" WHEREAS the Corporation is a mineral exploration and development company; AND WHEREAS the Management Company has provided the services of Duane Poliquin (the "Executive") who has acted, and the Management Company has agreed, on the terms set forth in this Agreement, to continue to provide the service (March 29th, 2013)
Almaden Minerals Ltd – RETAINED INTEREST AGREEMENT (October 31st, 2011)

ALMADEN MINERALS LTD., a body corporate amalgamated under the laws of British Columbia, having an address at Suite 1103, 750 West Pender Street, Vancouver, B.C. V6C 2T8

Almaden Minerals Ltd – SKEENA RESOURCES LIMITED Vancouver, British Columbia V6B 1N2 Tel: (604) 684-8726 Fax: (604) 669-2543 E-Mail: rupertallan@telus.net (October 31st, 2011)

Further to our previous correspondence and discussions, this letter constitutes a binding offer, subject only to regulatory approval, by Skeena Resources Limited (“Skeena”) to acquire a one hundred percent (100%) vested equity interest in and to all of the Tropico mineral concessions, Municipality of Mazatlan, Sinaloa State, Mexico (the “Properties”, as more particularly described in Schedule “A” attached hereto) and that area of influence described in the Virginia Energy(Santoy) - Almaden Joint Venture Option Agreement, and any and all data, files and information pertaining to the Properties (save and except for the existing NSR royalty payable to each of Virginia, Almaden and Minera Cascabel) in return for 8,000,000 common shares in the capital stock of Skeena and 4 million share purchase warrants, as set out below:

Almaden Minerals Ltd – AMENDING AGREEMENT (October 31st, 2011)

ALMADEN MINERALS LTD., a body corporate amalgamated under the laws of British Columbia, having an address at Suite 1103, 750 West Pender Street, Vancouver, B.C.  V6C 2T8

Almaden Minerals Ltd – OPTION AGREEMENT-Yago Property Nayarit Mexico (October 31st, 2011)

The Optionor, through its, Mexican subsidiary, Minera Gavilan SA de CV, is the legal and beneficial owner of those mineral properties (the ‘‘Claims”), which are located in Nayarit State, Mexico and described in Schedule A.

Almaden Minerals Ltd – TRANSFER AGREEMENT (October 31st, 2011)

MINERA GAVILAN S.A. DE C.V., a body corporate incorporated under the laws of Mexico, having an address at Suite 1103, 750 West Pender Street, Vancouver, B.C. V6C 2T8

Almaden Minerals Ltd – EXECUTIVE EMPLOYMENT CONTRACT effective as of January 1, 2008. BETWEEN: (March 31st, 2008)

AND WHEREAS the Executive has provided the services of the Executive and has agreed to act as the Controller of the Corporation;

Almaden Minerals Ltd – AMENDMENT TO OPTION AGREEMENT (March 30th, 2006)

ALMADEN MINERALS LTD. (“Almaden”), a body corporate incorporated under the laws of British Columbia, having an office at 1103 – 750 West Pender Street, Vancouver, B.C. V6C 2T8 MINERA GAVILAN S.A. de C.V. (“Minera”), Mexican Incorporated, a wholly owned subsidiary of Almaden

Almaden Minerals Ltd – SECOND AMENDING AGREEMENT (March 30th, 2006)

BHP BILLITON WORLD EXPLORATION INC., a company incorporated under the laws of Canada, having an office at 2300 – 1111 West Georgia Street, Vancouver, British Columbia, V6E 4M3

Almaden Minerals Ltd – AMENDING AND QUIT CLAIM AGREEMENT (March 30th, 2006)

BHP BILLITON WORLD EXPLORATION INC., a company incorporated under the laws of Canada, having an office at 2300 – 1111 West Georgia Street, Vancouver, British Columbia, V6E 4M3

Almaden Minerals Ltd – OPTION AGREEMENT- SAM PROPERTY (March 30th, 2006)

The Optionor is the legal and beneficial owner of, the Claims, which are located in the Kamloops Mining Division , British Columbia.

Almaden Minerals Ltd – LETTER OF INTENT AND PRELIMINARY AGREEMENT REGARDING A PROGRAM OF EXPLORATION FOR MINERALS IN THE UNITED MEXICAN STATES (March 30th, 2006)

This Letter of Intent and Preliminary Agreement ( “LOI”) is made by and between Almaden Minerals Ltd. (“Almaden”), Minera Gavilan S.A. de C.V. (“Gavilan”) and the Japan Oil, Gas and Metals National Corporation (“JOGMEC”), and sets forth the preliminary agreement and basic intentions of Almaden, Gavilan and JOGMEC with respect to the formation of an unincorporated joint venture (the “Exploration JV”) for the exploration during the Term of the Area of Interest and the possible formation of one or more separate joint ventures from the Exploration JV or of one or more joint venture companies, for further exploration and for possible development of commercial mining operations within some or all of those properties over which the Relevant Party holds the rights identified herein, or within future properties acquired, staked or optioned pursuant to the Exploration JV, all within the Area of Interest.

Almaden Minerals Ltd – OPTION AGREEMENT- SAN CARLOS PROPERTY (March 30th, 2006)

COMPANIA MINERA ZAPATA, S.A. DE C.V. ("CMZ") and ALMADEN MINERALS LTD. ("Almaden"), Suite 1103, 750 West Pender Street, Vancouver, British Columbia, V6C 2T8 (Facsimile No.: 604-689-7645)

Almaden Minerals Ltd – OPTION AGREEMENT- CAMPANARIO PROPERTY (March 30th, 2006)

COMPANIA MINERA ZAPATA, S.A. DE C.V. ("CMZ") and ALMADEN MINERALS LTD. ("Almaden"), Suite 1103, 750 West Pender Street, Vancouver, British Columbia, V6C 2T8

Almaden Minerals Ltd – NEWS RELEASE October 21, 2005 Trading Symbol: AMM –TSX (November 3rd, 2005)

Strongbow Exploration Inc. (“Strongbow”) has informed Almaden Minerals Ltd. (“Almaden”) that a diamond drilling program operated by Strongbow is now underway on Almaden’s 100% owned Skoonka Creek (formerly SAM) property located 25 kilometers northeast of Lytton, British Columbia. Almaden has optioned the Skoonka Creek property to Strongbow under terms whereby Strongbow can earn up to a 60% interest in the 10,765 ha  property. The property hosts two gold bearing epithermal vein gold-silver showings and a number of untested gold in soil anomalies. The showings were originally discovered by Almaden over the preceding two years and represent part of a new, previously unexplored epithermal gold district located in a mature mining region that has excellent infrastructure.

Almaden Minerals Ltd – THIS AGREEMENT dated for reference the 27th day of April, 2004 (March 31st, 2005)

ELDORADO GOLD CORPORATION, a corporation with a place of business at Suite 920 - 1055 West Hastings Street, Vancouver, British Columbia V6E 2E9

Almaden Minerals Ltd – ROSS RIVER MINERALS INC. (March 31st, 2005)

RE: El Pulpo property (the “El Pulpo Property”) as described in Schedule “A” to the option agreement dated for reference the 10th day of April 2003 (the “Option Agreement”) made between Almaden Minerals Ltd. and Mineral Gavilan S.A. de C.V.(collectively “Almaden”) and Ross River Minerals Inc. (“Ross River”)

Almaden Minerals Ltd – THIS AGREEMENT dated for reference the 21 day of January, 2005 BETWEEN: ALMADEN MINERALS LTD., a corporation with a place of business at 1103 - 750 West Pender Street, Vancouver, British Columbia V6C 2T8 (“Almaden”) AND: SANTOY RESOURCES LTD., a corporation with a place of business at Suite 1116 - 925 West Georgia Street, Vancouver, British Columbia V6C 3L2 (“Santoy”) WHEREAS: NOW THEREFORE the parties agree as follows: (March 31st, 2005)

Santoy (as Successor to Troymin Resources Ltd.) is the beneficial holder of 20% of the issued and outstanding shares of ATW Resources Ltd. (“ATW”), (the “Shares”);

Almaden Minerals Ltd – THIS AGREEMENT dated for reference the 21 day of January , 2005 BETWEEN: ALMADEN MINERALS LTD., a corporation with a place of business at 1103 - 750 West Pender Street, Vancouver, British Columbia V6C 2T8 (“Almaden”) AND: SANTOY RESOURCES LTD., a corporation with a place of business at Suite 1116 - 925 West Georgia Street, Vancouver, British Columbia V6C 3L2 (“Santoy”) WHEREAS: NOW THEREFORE in consideration of the sum of ten dollars ($ 10.00) of lawful money of Canada now paid by Almaden to Santoy and other good and valuable consideration ( the receipt whereof is by Santoy hereby acknowledges (March 31st, 2005)

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assignees.

Almaden Minerals Ltd – NOTICE TO READER (June 14th, 2004)

In accordance with National Instrument 51-102 released by the Canadian Securities Administrators, the Company discloses that its auditors have not reviewed the unaudited interim consolidated financial statements for the period ended March 31, 2004.

Almaden Minerals Ltd – OPTION AGREEMENT (May 13th, 2004)

ALMADEN MINERALS LTD. (“Almaden”), a body corporate incorporated under the laws of British Columbia, having an office at 1103 – 750 West Pender Street, Vancouver, B.C. V6C 2T8

Almaden Minerals Ltd – PAGE (May 13th, 2004)

SCHEDULE "A" - THE PROPERTY SCHEDULE "B" - THE AREA OF INTEREST SCHEDULE "C" - NET PROFIT INTEREST SCHEDULE "D" - PERMITTED ENCUMBRANCES SCHEDULE "E" - ACCOUNTING PROCEDURE

Almaden Minerals Ltd – Kobex Resources Ltd. (May 13th, 2004)

This will confirm our agreement to the effect that Kobex Resources Ltd. (“Kobex”) is prepared to offer the following terms in order to earn up to a 60% undivided interest in and to the mineral properties (hereinafter called “the property”) known as the Mor, Caribou Creek and Cabin Lake properties located in south central Yukon.

Almaden Minerals Ltd – Contract (May 13th, 2004)

SUMMARY OF AN OPTION AGREEMENT DATED MAY 28, 2003 BETWEEN MINERA GAVILAN, S.A. DE C.V. (“GAVILAN”), A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY, AND EDUBERTO GARCIA RAMIREZ (“GARCIA”) FOR THE LOS FRAILES AND POLO PROPERTIES, (THE “PROPERTIES”) SINALOA STATE, MEXICO

Almaden Minerals Ltd – OPTION AGREEMENT- SAN CARLOS PROPERTY (May 13th, 2004)

COMPANIA MINERA ZAPATA, S.A. DE C.V. ("CMZ") and ALMADEN MINERALS LTD. ("Almaden"), Suite 1103, 750 West Pender Street, Vancouver, British Columbia, V6C 2T8 (Facsimile No.: 604-689-7645)

Almaden Minerals Ltd – OPTION AGREEMENT (May 13th, 2004)

ALMADEN MINERALS LTD. (“Almaden”), a body corporate incorporated under the laws of British Columbia, having an office at 1103 – 750 West Pender Street, Vancouver, B.C. V6C 2T8 Compania MINERA Zapata, S.A. de C.V. (“Minera”), Mexican Incorporated, a wholly owned subsidiary of Almaden with an office at Ricardo Flores Magon 67, Int. 8-N Colonia Centro, Parral, Chihuahua 33800, Mexico