AAUAF 6-K 2020 - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13A-16 or 15D-16

of the Securities Exchange Act of 1934

For the month of March 2020

Commission File Number: 001-32702

AlmadenMinerals Ltd.

(Translation of registrant's name into English)

Suite 210 – 1333 Johnston St., Vancouver, B.C. Canada V6H3R9

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F	☒
Form 40-F	☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1): ☐

**Note:**Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(7): ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes	☐
No	☒

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Almaden Minerals Ltd.
Dated: March 31, 2020
	By:	/s/ Douglas McDonald <br><br> Douglas McDonald<br><br> <br>Vice President

Exhibit Index

Exhibit	Description of Exhibit
99.1	Material Change Report

Exhibit 99.1

Form 51-102F3

Material Change Report

Item 1.	Reporting Issuer

Almaden Minerals Ltd. (the “Issuer”)

Suite 210 – 1333 Johnston St.

Vancouver, B.C. V6H 3R9

Item 2.	Date of Material Change

March 27, 2020

Item 3.	Press Release

The News Release dated March 27, 2020 was disseminated via Marketwired.

Item 4.	Summary of Material Change

The Issuer closed a non-brokered private placement involving the issuance of 5,509,658 units (“Units”) at $0.37 per Unit. Each Unit consists of one common share of the Company and one non-transferable common share purchase warrant (a “Warrant”). Each Warrant allows the holder to purchase one common share of the Company at a price of $0.50 per share until March 27, 2023.

Four Directors and/or Officers of the Issuer or their associated entities participated in the financing. James Duane Poliquin acquired 540,500 Units (10%) of the Offering, Gerald Carlson acquired 27,703 Units (0.5%) of the Offering, Korm Trieu acquired 28,000 Units (0.5%) of the Offering, and an associated entity of Elaine Ellingham acquired 44,400 Units (0.8%) of the Offering, None of these purchases resulted in a material change in the holdings of the Issuer of these Directors and/or Officers or their associated entities.

The participation in the Offering by the above Directors and/or Officers of the Issuer or their associated entities is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Units issued to, nor the consideration paid by, the above Directors and/or Officers of the Issuer or their associated entities exceeds 25% of the Company’s market capitalization.

Item 5.	Full Description of Material Change

See attached Schedule “A” News Release.

Item 6.	Reliance on subsection 7.1(2) of National Instrument 51-102

Not Applicable.

| 2 |

| --- | | Item 7. | Omitted Information | | --- | --- |

Not Applicable.

Item 8.	Executive Officer

The executive officer of the Issuer who is knowledgeable about the material change and this Material Change Report is Douglas McDonald, Vice President, whose business telephone number is (604) 689-7644.

Item 9.	Date of report

March 31, 2020

ALMADEN MINERALS LTD.
Per:	“Douglas McDonald”
	Douglas J. McDonald
	Vice President

Schedule “A”

NEWS RELEASE

March 27, 2020

Trading Symbols:

TSX: AMM; NYSE American: AAU

www.almadenminerals.com

ALMADENCLOSES NON-BROKERED PRIVATE PLACEMENT AND FILES FORM 20-f DOCUMENTATION

Vancouver, B.C. Almaden Minerals Ltd.(“Almaden” or “the Company”; AMM: TSX; AAU: NYSE American) is pleased to announce that it has closed its previously announced non-brokered private placement with the issuance of 5,509,658 units (“Units”) at $0.37 per Unit (the “Offering”).

Each Unit consisted of one common share of the Company (a “Common Share”) and one non-transferable Common Share purchase warrant (“Warrant”). Each Warrant allows the holder to purchase one Common Share at a price of $0.50 until March 27, 2023.

The Offering was made by way of a private placement to qualified investors in Canada, United States of America and certain other jurisdictions where the Offering could lawfully be made. All securities issued and issuable under the Offering are subject to a four month hold period expiring July 28, 2020 in accordance with applicable securities laws in Canada, and additional restrictions under the laws of the United States and other jurisdictions in which the Offering was made.

Four Directors and/or Officers of the Company, or their associated entities, acquired a total of 640,603 Units under the Offering. Such participation in the Offering is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority SecurityHolders in Special Transactions (“MI 61-101”). The Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Units issued to, nor the consideration paid by, the Insiders exceeds 25% of the Company’s market capitalization.

Almaden intends to use the net proceeds of the Offering to pursue permitting of the Ixtaca project, and for general corporate purposes.

Almaden also announces that its Form 20-F for the fiscal year ended December 31, 2019 has been filed with the U.S. Securities and Exchange Commission. The Form 20-F and the Company's audited consolidated financial statements for the years ended December 31, 2019 and 2018 are available on the Company's website at http://www.almadenminerals.com.

Shareholders of the Company may also request a hard copy of the Company's audited financial statements and Form 20-F free of charge by contacting 604-689-7644 or by e-mail to [email protected].

About Almaden

Almaden Minerals Ltd. owns 100% of the Ixtaca project in Puebla State, Mexico, subject to a 2.0% NSR royalty held by Almadex Minerals Limited. Almaden discovered the Ixtaca gold-silver deposit 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.

Forward-Looking Information

Certainof the statements and information in this news release constitute “forward-looking statements” within the meaningof the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within themeaning of applicable Canadian provincial securities laws. All statements, other than statements of historical fact, are forward-lookingstatements or information. Forward-looking statements or information in this news release relate to, among other things: the intendeduse of net proceeds of the Offering.

Theseforward-looking statements and information reflect the Company’s current views with respect to future events and are necessarilybased upon a number of assumptions. These assumptions include: stability and predictability in Mexico’s mineral tenure,mining, environmental and agrarian laws and regulations, as well as their application and judicial decisions thereon; continuedrespect for the rule of law in Mexico; prices for gold, silver and base metals remaining as estimated; currency exchange ratesremaining as estimated; availability of funds; capital, decommissioning and reclamation estimates; mineral reserve and resourceestimates; prices for energy inputs, labour, materials, supplies and services (including transportation); no labour-related disruptions;all necessary permits, licenses and regulatory approvals being received in a timely manner; the ability to secure and maintaintitle and ownership to properties and the surface rights necessary for operations; community support in the Ixtaca Project; andthe ability to comply with environmental, health and safety laws. The foregoing list of assumptions is not exhaustive.

The Companycautions the reader that forward-looking statements and information involve known and unknown risks, uncertainties and other factorsthat may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statementsor information contained in this news release. Such risks and other factors include, among others, risks related to: politicalrisk in Mexico; crime and violence in Mexico; corruption; environmental risks, including environmental matters under Mexican lawsand regulations; impact of environmental impact assessment requirements on the Company’s planned exploration and developmentactivities on the Ixtaca Project; certainty of mineral title and the outcome of litigation; community relations; governmentalregulations and the ability to obtain necessary licences and permits; risks related to mineral properties being subject to priorunregistered agreements, transfers or claims and other defects in title; changes in mining, environmental or agrarian laws andregulations and changes in the application of standards pursuant to existing laws and regulations which may increase costs ofdoing business and restrict operations; as well as those factors discussed the section entitled "Risk Factors" in Almaden'sAnnual 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 factorsthat cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that the Company’sforward-looking statements or information will prove to be accurate. Accordingly, readers should not place undue reliance on forward-lookingstatements or information. Except as required by law, the Company does not assume any obligation to release publicly any revisionsto forward-looking statements or information contained in this news release to reflect events or circumstances after the datehereof or to reflect the occurrence of unanticipated events.

THIS NEWS RELEASE IS A MATTER OF RECORDONLY, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THE OFFERING IN QUESTION WAS NOT REGISTERED UNDER THEUNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND THE SECURITIES SOLD IN SUCH OFFERING MAY NOTBE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS ABSENT REGISTRATION OR APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS.

Contact Information:

Almaden Minerals Ltd.

Tel. 604.689.7644

Email: [email protected]

http://www.almadenminerals.com/