Almaden Enters Into Key Persons Retention Agreement
The Company recognizes that the continued, active participation of the Key Persons is of material importance to the Claim and therefore requires the active support of the Key Persons throughout the Claim process. Each Key Person must satisfy specific Claim related duties and if they do so, each Key Person may be entitled to a pre-defined percentage of the proceeds received under the KPA. The KPA outlines that the Key Persons' entitlement is not related to participation as a witness in the Claim proceedings or performance as a witness should he serve as one.
The KPA provides that if the Claim is successful and the Company receives damages proceeds, 4.0% of the net proceeds will be directed to the KPA for distribution to its participants (the 'Key Persons'), being Korm Trieu, CFO, and Douglas McDonald, Executive Vice President. The net proceeds consist of any gross damages award resulting from the Claim, less all the aggregate direct expenses related to it, including the costs relating to the litigation funding. In the event there are no net proceeds, no amount will be payable under the KPA. On the other hand, the KPA is subject to a maximum aggregate amount of US$12 million. This maximum aggregate amount does not reflect the Company's view on the merits of the Claim.
The KPA will be submitted for approval by the Company's disinterested shareholders at the next Annual General and Special Meeting of Shareholders, scheduled for June 26, 2025 (the 'Meeting'). The management information circular for the Meeting (the 'Circular') will include full details of the KPA.
The Company engaged Evans & Evans, Inc., a third party financial advisory firm, on an arm's length basis, who delivered a reasonableness letter to the Company confirming the terms of the KPA are fair and reasonable, from a financial standpoint, to the Company's shareholders (the 'Reasonableness Letter'). The foregoing conclusions are qualified in their entirety by reference to the full text of the Reasonableness Letter, a copy of which will be attached to the Circular.
On behalf of the Board of Directors,
'J. Duane Poliquin'
J. Duane Poliquin
Chair
Almaden 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, result and damages arising from the Claim and net proceeds paid to the Key Persons subject to the KPA; and the approval of the KPA by the Company's disinterested shareholders.
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 response to the arbitration process under the CPTPP; stability and predictability in the application of the CPTPP and arbitral decisions thereon; the ability to continue to finance the arbitration process, 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: 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; uncertainty as to the outcome of arbitration or the funding available to the Company to pursue it; 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. 604.689.7644
Email:
info@almadenminerals.com
http://www.almadenminerals.com/
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The data center project wasn't on the agenda for the day, but residents who knew about it hoped to voice their opposition and ask for transparency from their elected officials. Moran, who organized 'We are Mason County,' a Facebook group where he posts information related to the development, spoke first. 'Have you signed a non-disclosure agreement?' Moran asked the board. 'I'm currently under 12 to 14 non-disclosure agreements,' said McNeil, the judge-executive. District Commissioners Chris O'Hearn and Joe McKay, who sit on the Fiscal Court, both said they'd signed NDAs. Commissioner Peggy Frame said she hadn't. 'Who is this entity?" Moran asked, pressing further. 'The majority of those we're talking to are American companies,' McNeil said. Sitting across from the commissioners, County Attorney John Estill wouldn't confirm plans for a data center, but he told the crowd that if a project progressed far enough along, residents would be involved in county discussions about financing and zoning changes. He said county initiatives in later stages would include public input, but a plan in the very early stages necessitated confidentiality to protect a business' proprietary information. ' There's a time for this discussion, there's a time for answers,' Estill said. 'I pray we get to that day.' In a corner of the room, standing with the onlookers, McHugh, the head of the Maysville-Mason County Industrial Development Authority, observed the proceedings quietly. Near the end, prompted by McNeil on a question about renewable energy, he stepped forward and spoke up from the back row. 'I'll be right here after this meeting,' he said over the frustrated crowd. 'I'll be glad to talk to anybody.' After public comment ended, the unsatisfied group funneled out of the building. Landowners wearing ball caps and boots huddled around McHugh, who met them on the street in his blue suit. There, under a beating sun, he finally confirmed what they had long suspected: The EKPC's potential 'new customer' was a data center. He didn't stop there. The company is surveying about 5,000 acres near Big Pond and Tuckahoe roads to see what the best fit would be and avoid areas like Beasley Cemetery and smaller private graveyards, McHugh said. It would ultimately use roughly half of that acreage for its data center campus. All in all, he's been told the project would employ 400 people in the county for the long term. At 2.2 gigawatts and around 2,500 acres, equivalent to four square miles, the data center would be comparable in size and scope to existing AI data centers like Amazon's in Indiana. The project would not bring solar farms to the area, he said. He told the crowd the county had no intention of using eminent domain. And while he refused to divulge the name of the 'new customer,' McHugh offered some clues. 'This is not your typical 95% of data centers,' he said. 'This is a Fortune 20 company, one of the largest companies in the world.' Tell us what you think. Submit your letter to the editor. Just the beginning Along county roads, bright red yard signs are multiplying. They read, 'No data center. Not here. Not now. Never.' In nearby Germantown, residents ducked into a church basement under low-hanging fluorescent lights. They were part of 'We are Mason County,' the group that started online and now has nearly 1,000 members. On that rainy Sunday, 35 of them gathered to dissect what they'd heard at the Fiscal Court meeting earlier in the week and to plot their next steps. Jason Sheppeck, who helped organize against solar farms in the county a few years ago, outlined a plan of action. Moran's mother, Laura, and others scribbled notes, ready to participate in a municipal crusade they know won't be easily won. Standing at the front of the room, next to a portrait of Jesus, Moran honed in on his message. The land left over in the state, and in the county, is limited, and he doesn't want to see it spent on a covert county initiative with little public support. 'They don't make land no more,' he said, repeating an old family adage. Over the sound of impassioned chattering and the AC's intermittent cranking, one prevailing question loomed over the group sheltering from the dreary evening outside: What billionaire corporation is behind the mysterious data center? They hope they'll never have to find out. More: Kentucky is welcoming a data center boom. But what are the environmental costs? This article is part of a collaboration between The Courier Journal and Boyd's Station, a Kentucky non-profit that provides emerging artists and student journalists a rural place to hone their craft. Sarah Henry received the 2025 Mary Withers Rural Writing Fellowship grant at Boyd's Station. This article originally appeared on Louisville Courier Journal: KY county wants residents to sell land for mysterious development Solve the daily Crossword
