SecProbe.io

CORRESP
1
filename1.htm

September 27th, 2023

Attn: George K. Schuler and Craig Arakawa

Division of Corporate Finance

Office of Energy & Transportation

Securities and Exchange Commission

Washington, D.C. 20549

 RE: Almaden Minerals Ltd.

Form 20-F for the Fiscal
Year Ended December 31, 2022

Filed April 27, 2023

File No. 001-32702

Dear Mr. Schuler and Mr. Arakawa:

We are responding to the comments received from
the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) by letter dated August 4, 2023 (the
“Comment Letter”) in connection with the Annual Report on Form 20-F of Almaden Minerals Ltd. (the “Company”) for
the fiscal year ended December 31, 2022, filed on April 27, 2023.

For the convenience of the Staff, we have set
forth below the comments contained in the Comment Letter followed by the Company’s response to each comment. All references to page
numbers and captions correspond to the 2022 Form 20-F, unless otherwise specified.

2022 Form 20-F

Location and Access, page 29

 1. Please modify your filing and locate your property within one-mile using an easily recognizable coordinate
system as required by Item 1304(b)(1)(i) of Regulation S-K.

Response:

The Form 20-F/A has been modified to include the
following statement:

The Tuligtic Project property (the “Tuligtic
Property” or the “Property”) is located in Puebla State, Mexico at 618,800m east and 2,176,100m north (UTM NAD83 Zone
14 coordinates).

History of Past Work, page 33

 2. Please modify your filing and disclose the book value of your mining property as required by Item 1304(d)(2)(iii)
of Regulation S-K.

Response:

The Form 20-F/A has been modified to include the
following statement:

As at December 31, 2022, the net book value of
the Ixtaca Project was $63,115,076 (December 31, 2021 - $61,431,639).

Mineral Resource Estimate, page 38

 3. We note your disclosure of resources inclusive of reserves in your filing. Please modify your filing
and remove your inclusive resource tabulation and replace it with a tabulation of resources exclusive of reserves as required by Item
1304(d)(2) of Regulation S-K.

Response:

The resource table inclusive of reserves has been
replaced in Form 20-F/A with the following:

Ixtaca Zone Measured, Indicated and Inferred
Mineral Resource Statement (exclusive of Reserves)

    AuEq
    Tonnes
    > Cut-off
    Grade>Cut-off
    Contained
    Metal x1000

    Cut-off
    (g/t)
    ('000000)
    Au
    (g/t)
    Ag
    (g/t)
    AuEq
    (g/t)
    Au
    (oz)
    Ag
    (oz)
    AuEq
    (oz)

    Measured
    0.3
    11.7
    0.39
    16.7
    0.63
    148
    6,317
    239

    Indicated
    0.3
    40.4
    0.32
    16.8
    0.56
    412
    21,870
    726

    Measured
    + Indicated
    0.3
    52.2
    0.34
    16.8
    0.58
    560
    28,187
    965

    Inferred
    0.3
    40.4
    0.32
    16.8
    0.56
    412
    21,870
    726

 1. Ixtaca
                                            Mineral Resources Estimate have an effective date of 8 July 2018.

 2. Base
                                            Case 0.3 g/t AuEq Cut-Off grade is highlighted. AuEq calculation based on average prices
                                            of $1250/oz gold and $18/oz silver. The Base Case cut-off grade includes consideration of
                                            the open pit mining method, 90% metallurgical recovery, mining costs of $1.82/t, average
                                            processing costs of $11.7, G&A costs of $1.81/t

 3. Mineral
                                            Resources are reported exclusive of those Mineral Resources that have been converted to Mineral
                                            Reserves. Mineral Resources that are not Mineral Reserves do not have demonstrated economic
                                            viability.

 4. The
                                            estimate of Mineral Resources may be materially affected by environmental, permitting, legal
                                            or other relevant issues. The Mineral Resources have been classified according to the definitions
                                            outlined in the SEC Disclosure by Registrants Engaged in Mining Operations.

 5. All
                                            figures were rounded to reflect the relative accuracy of the estimates and may result in
                                            summation differences.

Exhibit 14.2

Metallurgical Performance Projections, page
E-176

 4. Please modify your filing and disclose the Qualified Person’s opinion on the adequacy of the
metallurgical process test data and conclusions. See Item 601(b)(96)(iii)(B)(10)(v) of Regulation S-K.

Response:

The Amended SK-1300 Technical Report Summary has
been modified to include the following statement:

In the opinion of the QP, the methodology employed
in this section was appropriate and the data derived from the testing activities described above are adequate for the purposes of defining
a Mineral Resource as of the effective date of this report.

Exhibit 14.2

Classification, page E-194

 5. Please modify your filing and disclose your resources exclusive of reserves as required by Item 601(b)(96)(iii)(B)(11)(ii)
of Regulation S-K.

Response:

The following resource table exclusive of reserves
has been added to the Amended SK-1300 Technical Report Summary:

Ixtaca Zone Measured, Indicated and Inferred
Mineral Resource Statement (exclusive of Reserves)

    AuEq
    Tonnes
    > Cut-off
    Grade>Cut-off
    Contained
    Metal x1000

    Cut-off
    (g/t)
    ('000000)
    Au
    (g/t)
    Ag
    (g/t)
    AuEq
    (g/t)
    Au
    (oz)
    Ag
    (oz)
    AuEq
    (oz)

    Measured
    0.3
    11.7
    0.39
    16.7
    0.63
    148
    6,317
    239

    Indicated
    0.3
    40.4
    0.32
    16.8
    0.56
    412
    21,870
    726

    Measured
    + Indicated
    0.3
    52.2
    0.34
    16.8
    0.58
    560
    28,187
    965

    Inferred
    0.3
    40.4
    0.32
    16.8
    0.56
    412
    21,870
    726

 6. Please modify your filing and disclose the Qualified Person’s opinion on whether all issues related
to technical and/or economic factors influencing economic extraction can be resolved with further work. See Item 601(b)(96)(iii)(B)(11)(vii)
of Regulation S-K.

Response:

The Amended SK-1300 Technical Report Summary has
been modified to include the following statement:

As of the effective date of this report, the QP
is of the opinion that issues relating to relevant technical and economic factors likely to influence the prospect of economic extraction
were addressed adequately using the appropriate methodology based on the information provided.

Exhibit 14.2

Mineral Reserves, page E-202

 7. Please modify your filing and disclose the Qualified Person’s opinion on risk factors and their
effect on reserve estimates through changes to the modifying factors. See Item 601(b)(96)(iii)(B)(12)(vi) of Regulation S-K.

Response:

The Amended SK-1300 Technical Report Summary has
been modified to include the following statement:

Mineral reserve estimates consider modifying factors
such as technical, economic, environmental, and regulatory parameters containing inherent risks. Changes to these modifying factors can
directly affect the operating performance of the mine. As of the effective date of this report, the QP is of the opinion that based on
the information provided the risks associated with aspects of the modifying factors were handled using appropriate methodology mitigating
any material changes associated with the modifying factors.

Exhibit 14.2

Monitoring, page E-280

 8. Please modify your filing and disclose the Qualified Person’s opinion on the adequacy of the
current plans to address issues related to environmental compliance, permitting, or local individuals and/or groups. See Item 601(b)(96)(iii)(B)(17)(vi)
of Regulation S-K.

Response:

The Amended SK-1300 Technical Report Summary has
been modified to include the following statement:

As of the effective date of this report, the QP
is of the opinion that appropriate methodologies were utilized to mitigate issues related to environmental compliance, permitting and
local communities. As of the effective date of the report, there were no known issues that could have materially impacted the ability
to extract the mineral resources at the Ixtaca Project.

Exhibit 14.2

Analysis, page E-293

 9. Please review your Cash Flow Summary found in Table 19.2 as it relates to your Capital and Operating
Costs outlined in Section 18. Sustaining Capital does not appear to correspond to the text and Closure Costs do not appear to be included
in your tabulation. In addition, please review the annual Mine Operating Costs and Tax Calculations and provide additional detail in your
text regarding their calculation. See Item 601(b)(96)(iii)(B)(19)(i) of Regulation S-K.

Response:

The sustaining capital of $111.3M (shown in Table
18-2) is included in the “Total Capital Costs” line item in Table 19-2. Closure costs of $34.2M are included in the sustaining
capital, as shown in Table 18-2. For clarity, the sustaining capital has been pulled out as a separate line item in the amended Table
19-2 below. Additional detail regarding the assumptions and parameters used in the calculations can be found below.

Table 19-2	Cash Flow Summary

     Year

    -1
    1
    2
    3
    4
    5
    6
    7
    8
    9
    10
    11
    12
    TOTAL

    Production

    Waste
    Mt
     8

     37

     37

     40

     43

     37

     43

     44

     33

     3

     0
    0

    325

    Crusher
    Feed
    Mt

    3.61
    4.56
    4.56
    4.74
    9.22
    9.14
    9.07
    8.88
    9.72
    7.35
    3.83

    74.68

    AU
    g/t

    0.86
    1.04
    0.86
    1.12
    0.60
    0.60
    0.50
    0.44
    0.36
    0.34
    0.48

    0.59

    AG
    g/t

    61.5
    64.4
    54.8
    49.1
    35.9
    39.7
    28.6
    33.8
    23.3
    15.4
    19.0

    35.7

    Mill
    Feed
    Mt

    2.23
    2.80
    2.79
    2.79
    5.58
    5.58
    5.59
    5.58
    5.60
    5.60
    3.83

    47.96

    AU
    g/t

    1.25
    1.50
    1.24
    1.62
    0.79
    0.83
    0.65
    0.55
    0.44
    0.37
    0.48

    0.77

    AG
    g/t

    91.3
    97.2
    81.1
    74.7
    50.9
    56.5
    38.3
    43.8
    29.0
    16.4
    19.0

    47.9

    Dore Produced

    AU
    kOz

    77
    116
    94
    118
    119
    126
    99
    64
    50
    45
    37

    946

    AG
    kOz

    5,803
    7,700
    6,428
    5,881
    7,871
    8,743
    5,844
    6,652
    4,328
    2,351
    1,770

    63,372

    Revenue

    Payable
    Au
    $M

    $98

    $148

    $120

    $151

    $151

    $161

    $126

    $81

    $63

    $57

    $48

    $1,205

    Payable
    Ag
    $M

    $98

    $130

    $109

    $100

    $133

    $148

    $99

    $113

    $73

    $40

    $30

    $1,074

    Less Refining
    $M

    $2

    $2

    $2

    $2

    $2

    $2

    $2

    $2

    $1

    $1

    $0

    $17

    Less
    Royalty
    $M

    $4

    $6

    $5

    $5

    $6

    $6

    $4

    $4

    $3

    $2

    $2

    $45

    Net
    Payable
     $m

    $191

    $271

    $223

    $244

    $277

    $301

    $219

    $188

    $133

    $94

    $76

    $2,217

    Operating
    Costs

    Mining
    $M

    $62

    $77

    $85

    $106

    $102

    $108

    $89

    $61

    $22

    $10

    $6

    $728

    Process
    $M

    $27

    $34

    $34

    $33

    $57

    $58

    $58

    $56

    $58

    $54

    $34

    $504

    G&A
    $M

    $5

    $5

    $5

    $5

    $5

    $5

    $5

    $5

    $5

    $5

    $5

    $52

    Total
    Operating Costs
     $M

    $94

    $116

    $124

    $143

    $164

    $171

    $152

    $121

    $85

    $69

    $44

    $1,283

    Net
    Income
     $M

    $97

    $155

    $99

    $100

    $113

    $130

    $67

    $67

    $48

    $25

    $31

    $934

    Total
    Initial Capital Costs
     $M

    $174

    $174

    Total
    Sustaining Costs
    $M

    $10
    $3
    $1
    $65
    $1
    $1
    $1
    $1
    $1
    $1
    $1
    $27
    $111

    Salvage
    $M
    $0

    $0

    $0

    $0

    $0

    $0

    $0

    $0

    $0

    $0

    $0

    $0

    $0

    Pretax
    Cash Flow
     $M
    ($174)
    $87

    $152

    $98

    $36

    $112

    $129

    $66

    $66

    $48

    $25

    $31

    $663

    Total
    Taxes
     $M

    $0

    $7

    $42

    $29

    $26

    $30

    $37

    $14

    $6

    $8

    $1

    $9

    $210

    After-Tax
    Cash Flow
     $M

    ($174)
    $80

    $110

    $69

    $10

    $81

    $93

    $52

    $60

    $39

    $23

    $22

    $453

Assumptions
and Parameters

 • Gross Revenue : USD 2.279 billion before transport, refining and royalties.

 • Total Operating Cost: estimated to be USD 1.283 billion.

 • Tax Rate of 30% and two mining duties which include a 7.5% Special Mining Duty (SMD) and a 0.5% Extraordinary
Mining Duty (EMD) on gross revenue from the sale of gold, silver and platinum.

 • Initial Capital of USD 174 million.

 • A discount rate of 5% was utilized to determine After-tax NPV.

 • After-tax Cashflow: The cashflow is calculated by subtracting all operating costs, taxes and capital costs
from the total revenue

 • Net Present Value: The after tax NPV is estimated to be USD 310 million at a discount rate of 5%.

 • Base Case Exchange Rate: 20 (MXN:USD).

 • Gold price of US$1,275/oz and US$17/oz was used.

The QP considers the accuracy and contingency
of cost estimates to be well within a Feasibility Study (FS) standard and sufficient for the economic analysis supporting the Mineral
Reserve estimate for Ixtaca project.

Should you have any questions regarding the Company’s
response to your comments, please contact me at by phone at (604) 629-9426 or email at ktrieu@almadenminerals.com.

Sincerely,

Almaden Minerals Ltd.

    /s/ Korm Trieu

Korm Trieu

Chief Financial Officer