6-K

 

FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of August, 2004

ALMADEN MINERALS LTD.

(Translation of registrant’s name into English)

750 West Pender Street, Suite 1103, Vancouver, B.C. Canada  V6C 2T8

(Address of principal executive offices)

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

Form 20-F_X__   Form 40-F        

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

Yes .....  No ..X...

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

EXHIBITS

Press Release dated 08/10/04

Press Release dated 08/12/04

Press Release dated 08/17/04

Press Release dated 08/20/04 (1)

Press Release dated 08/20/04 (2)

Press Release dated 08/31/04

Ontario Form 27, B.C. Form 53-901.F, Material Change Report dated 08/17/04

Ontario Form 27, B.C. Form 53-901.F, Material Change Report dated 08/31/04

Results of Voting Results dated 08/19/04

B.C. Form 45-103F4, Report of Exempt Distribution dated 08/19/04

Ontario Form 45-501F1, Report under Subsection 72(3) of the Act or Subsection 7.5(1) of Rule 45-501 dated 08/19/04

Interim Consolidated Financial Statements for the six months ended 06/30/04, dated 08/10/04

Management Discussion & Analysis for the six months ended 06/30/04, dated 08/10/04

Form 52-109FT2, CEO Certification of Interim Filings during Transition Period dated 08/13/04

Form 52-109FT2, CFO Certification of Interim Filings during Transition Period dated 08/13/04

Signatures

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, thereunto duly authorized.

Almaden Minerals Ltd.

(Registrant)

By:/s/ Duane Poliquin

(Signature)

Duane Poliquin, President

Date: August 28, 2003

EX-99

Almaden Minerals Ltd.

1103-750 West Pender St. Vancouver, B.C., Canada V6C 2T8 ph. 604 689-7644 facs. 604 689-7645

NEWS RELEASE August 10, 2004

Trading Symbol: AMM -TSX

www.almadenminerals.com

Update of Canadian Exploration Activities

Several significant work programs have been completed and additional work programs are planned on Almaden Minerals Ltd.’s (Almaden) Canadian projects. Almaden currently has thirteen active joint venture projects including nine in which a partner is earning an interest in an Almaden property through spending, and a regional exploration joint venture with BHP Billiton World Exploration Inc. (BHPB) underway to explore for copper-gold deposits in Mexico.

The Mor Au-Ag-Cu-Zn-Pb Project, Yukon, Canada

The Mor, Caribou Creek and Cabin Lake properties are optioned to Kobex Resources Ltd. (Kobex) which can earn a 60% interest from Almaden by expending $C1 Million in exploration and issuing 1.1 Million shares of Kobex to Almaden. The Mor, Caribou Creek and Cabin Lake claims cover volcanogenic massive sulphide (VMS) type base and precious metal occurrences hosted in the prospective Yukon-Tanana Terrane. The properties are underlain by similar geology to that in the Finlayson Lake district (160 km to the northeast) where several important VMS deposits have been discovered since 1994. Kobex has informed Almaden that it has completed an IP geophysical survey over the Mor property which defined an 800 meter long linear chargeability anomaly that remains open along strike. This anomaly is coincident with significant mineralization identified in trenches and anomalous soil geochemistry. Kobex is planning a drill program to test this feature in August, 2004. Mr. H. L. King, P.Geo. of Kobex is the qualified person on the project.

PV Au-Ag Project, B.C., Canada

Almaden has optioned the PV project to Consolidated Spire Ventures Ltd. (Spire). Spire can earn a 60% interest in properties by issuing 1.1 million shares of Spire to Almaden and expending C$1.3 Million on the property. The property covers gold prospects discovered by Almaden in an area not previously known for epithermal gold mineralisation. Reconnaissance prospecting has found numerous surface boulders of quartz veins and breccias. Grab samples from these have returned values ranging up to 43.3 g/t Au. Almaden has carried out early stage work including a small IP geophysical survey. Hand trenching on the Discovery Showing exposed a quartz vein/breccia in bedrock that returned significant values including 7.7g/t Au over 0.5m. Spire has informed Almaden that a large geologic mapping and sampling program designed to define drill targets is currently underway.

Elk (Siwash) Au Deposit, B.C., Canada

This Project is 100% owned by Almaden. Almaden received in May a resource estimate for the Elk deposit (see Almaden news release of May 28, 2004) which calculated a global resource as shown below:

Measured and Indicated Resource					Inferred Resource
Area	Gold Cut off Grade	Tonnes	Gold Grade   (g/t)	Contained Ounces Gold	Tonnes	Gold Grade   (g/t)	Contained Ounces Gold
B Flat Vein	7 g/t	19,100	26.70	16,400	500	7.74	100
B Steep Vein	7 g/t	39,700	54.50	69,600	53,300	19.93	34,200
B East Vein	7 g/t	2,800	19.43	1,700	25,800	14.98	12,400
WD Vein	7 g/t	42,600	29.82	40,800	98,700	14.69	46,600
1.0 cut off open pit	1.0 g/t	564,100	4.361	79,100	1,138,900	3.126	114,500
Total		668,300	9.66	207,600	1,317,200	4.91	207,800

Almaden has initiated a 7,000 meter drill program on the Elk (Siwash) deposit which is currently underway. This program was designed to focus on increasing the resource along strike and at depth. Mr. Gary Giroux, M.A.Sc., P.Eng. of Giroux Consultants Ltd. supervised the resource calculation and is the qualified person under the meaning of National Instrument 43-101. The qualified person and supervisor for the 2004 exploration drill program is Wojtek Jakubowski, P. Geo. of Almaden.

Regional Exploration, B.C.

Almaden currently has initiated a regional prospecting and geochemical sampling program in British Columbia, focused on identifying new gold and silver projects of merit.

ON BEHALF OF THE BOARD OF DIRECTORS

“Morgan J. Poliquin”

___________________________

Morgan J. Poliquin, M.Sc., P.Eng.

Director

The Toronto Stock Exchange has not reviewed nor accepted responsibility for the adequacy or accuracy of the contents of this news release which has been prepared by management.  Statements contained in this news release that are not historical facts are forward looking statements as that term is defined in the private securities litigation reform act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from estimated results. Such risks and uncertainties are detailed in the Company's filing with the Securities and Exchange Commission.

EX-99

Almaden Minerals Ltd.

1103-750 West Pender St. Vancouver, B.C., Canada V6C 2T8 ph. 604 689-7644 facs. 604 689-7645

NEWS RELEASE  August 12, 2004

Trading Symbol: AMM -TSX

www.almadenminerals.com

Update of Mexican Exploration Activities

Several significant work programs have been completed and additional work programs are planned on Almaden Minerals Ltd.’s (Almaden) Mexican projects. Almaden currently has thirteen active joint venture projects including nine in which a partner is earning an interest in an Almaden property through spending, and a regional exploration joint venture with BHP Billiton World Exploration Inc. (BHPB) to explore for copper-gold deposits in Mexico.

Caballo Blanco, Au-Ag-Cu Project, Mexico

The Caballo Blanco project is optioned to Comaplex Minerals Ltd. (Comaplex) who can earn a 60% interest in the project by spending US$2 Million over four years. Comaplex have completed a large field program over both the Highway and Northern zones of the property, the centres of which are located roughly 7 kilometers apart. These zones consist of acid-sulphate alteration including quartz alunite and residual or vuggy silica alteration zones and are interpreted to represent a large high sulphidation gold-silver system. The work by Comaplex has defined several prominent drill targets. A drill program that was to have commenced in earlier in the year has been delayed due to additional permitting requirements, shortage of drilling equipment, difficulties in road building and the summer rainy season. Almaden anticipates that drilling will commence in the autumn of 2004, after the end of the rainy season. A. Armitage, Ph.D., P.Geo . of Comaplex is the qualified person on the project.

Galeana Au-Ag Project, Mexico

The Galeana gold-silver property in Chihuahua State, Mexico is optioned to Grid Capital Corp. (Grid) who can earn a 60% interest by spending US$2 Million and issuing 400,000 shares to Almaden. The Galeana property hosts three major vein systems, the San Miguel-Ahumada-Estrella de Oro, the Faldo Norte and the San Geronimo. All have had limited historic production prior to the Mexican revolution when all mining activity ceased. In 2003 and 2004, Grid completed rock sampling, soil geochemistry and IP geophysical programs which have defined significant drill targets on the vein systems. Drilling was delayed in the spring of 2004 due to difficult road building conditions, drill availability and the onset of the rainy season. Grid has reported that road building is complete and the main targets will be drilled at the end of the rainy season, in 2004. Mr. H.L. King, P.Geo. of Grid is the qualified person on the project.

El Pulpo Cu-Au-Ag Project, Mexico

The El Pulpo property is located north-east of Mazatlan and covers an area of approximately 200 square kilometres. Almaden has optioned this property to Ross River Minerals Ltd. (Ross River) who can earn a 60% interest by spending US$3 Million and issuing 425,000 shares to Almaden. Almaden and Ross River have identified high grade porphyry related gold, silver and copper mineralisation over a surface area in excess of 12 square kilometres. The property hosts at least two copper-gold porphyry targets and three high grade gold vein targets. Ross River has informed Almaden that it has completed a large program of geologic mapping, rock and soil sampling and IP and magnetics geophysics on the El Pulpo project. Ross River completed in June a 20 hole drill program that tested the Papaya and Trucha vein targets only. Almaden will release the results of this program as soon as it has received them from Ross River. Ross River has als o informed Almaden that it plans a large field program in the autumn of 2004 which will include drilling on the Cerro Colorado porphyry target. Mr. J. R. Reeves P.Geo. of Ross River is the qualified person on the project.

Bufa Au-Ag Project, Mexico

The Bufa project is optioned to Grid which can earn a 60% interest by spending US$2 Million on the property and issuing 500,000 shares of Grid to Almaden. The property surrounds the town and mining camp of Guadalupe y Calvo in Chihuahua State, Mexico. Gold was discovered at Guadalupe y Calvo in 1835 and subsequent production was sufficiently large that a mint was built in 1844. Buchanan (1981) estimated historic production at 2 Million ounces of gold and 28 Million ounces of silver at average grades of 37 g/t gold and 870 g/t silver. The small historic central portion of the Guadalupe camp is held by an unrelated third party, Mexgold Resources Inc. A major vein structure, has been traced from the Guadalupe camp over a 1.4 kilometer distance onto the Bufa property. Grid has reported that the vein system consists of a series of NW-SE striking, banded and brecciated, low sulphidation epithermal quartz veins that vary in strike length from 200 to 700 meters with an aggregate length of all veins mapped of 3.9 kilometers. Over 1.6 kilometers of this vein strike length, widths vary from 1 to 7.8 meters in true thickness. To date 47 chip samples have been collected from 33 locations along this section of the vein system. At 30 of these locations, sample results ranged from 0.1 to 13.95 g/t gold over widths of 0.3 to 5.8 meters. Grid has reported that results of prospecting on the NW portion of the Bufa claim are currently being compiled and that a drill program is planned for the autumn, 2004. Mr. H.L. King. P.Geo. of Grid is the qualified person on the project. Samples were analysed at ALS Chemex Labs of North Vancouver.

San Carlos Cu-Au-Ag Project, Mexico

The San Carlos Project is located in northeast Mexico and has been optioned to Hawkeye Gold and Diamond Inc. (Hawkeye) on terms whereby Hawkeye can earn a total of 60% of the San Carlos project by issuing a total of 800,000 shares to Almaden and incurring exploration expenditures of US$4 Million over seven years. Hawkeye is committed to spending US$350,000 in the first year and is planning a work program on the property to commence in the autumn of 2004. Almaden carried out a geologic review of the work completed to date, which included a field visit to the property by an independent geologist. This review highlighted past work on the project, which defined a gold target in an area of the property not tested by drilling, with marked high gold in soil samples. In this area soil samples returned gold values up to 1000 ppb within a broad geochemical anomaly with values ranging from 100 ppb to 1935 ppb gold, and averaging 372 pp b gold over an area of approximately 300 metres by 1000 metres. This soil anomaly appears to represent a new discovery which covers the contact between intrusive rocks and limestone. Hawkeye’s work will focus on this area of the property. David Mayes, P.Geo., is the qualified person on the project and samples were analysed at Acme Analytical Laboratories and ALS Chemex Labs.

BHP Billiton Regional Joint Venture, Mexico

Almaden and BHPB have completed a regional exploration program designed to identify new copper-gold deposits in Mexico. At present BHPB is reviewing the results of the exploration program and can elect to acquire a 51% interest in any of the properties identified by Almaden, by spending US$1 Million in work on each such property. After BHPB has completed this expenditure each property would enter a joint-venture phase of exploration during which both Almaden and BHPB would contribute US$750,000 for a total of US$1.5 Million. If one party fails to contribute to this phase, it would be diluted to a 2% net smelter return royalty. After this joint-venture stage is complete and if both parties have maintained their interests by funding, BHPB can then elect to earn an additional 19% interest, for a total of 70% in each project, by completing a feasibility study for each project. A final 10% interest can be earned if BHPB funds the property into production.

Mexican Regional Program Planned

Almaden is currently planning a regional exploration helicopter and truck based exploration program to focus on identifying new Au, Ag, and Cu systems in several areas of Mexico. This work will commence after the rainy season in October.

Database Acquired

Almaden has acquired the historic exploration files for Latin America of the now defunct New York and Honduras Rosario Mining Company which from 1895 to the 1980’s explored extensively in Mexico and Central America and operated the El Mochito mine in Honduras and the Pueblo Viejo mine in the Dominican Republic. Almaden is excited to have acquired this extensive database of mineral showings and to incorporate the data into its exploration efforts.

ON BEHALF OF THE BOARD OF DIRECTORS

“Morgan J. Poliquin”

___________________________

Morgan J. Poliquin, M.Sc., P.Eng.

Director

The Toronto Stock Exchange has not reviewed nor accepted responsibility for the adequacy or accuracy of the contents of this news release which has been prepared by management.  Statements contained in this news release that are not historical facts are forward looking statements as that term is defined in the private securities litigation reform act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from estimated results. Such risks and uncertainties are detailed in the Company's filing with the Securities and Exchange Commission.

EX-99

ALMADEN MINERALS LTD.

1103-750 West Pender St. Vancouver, B.C., Canada V6C 2T8 ph. 604 689-7644 fax. 604 689-7645

NEWS RELEASE August 17,  2004

Trading Symbol: AMM -TSX

www.almadenminerals.com

Private Placement

Almaden Minerals Ltd. (the “Company”) announces that it has completed and closed a Private Placement of 270,000 flow-through shares at a price of $2.25 per flow-through share and 27,000 Broker Warrants issued to Dundee Securities Corporation, each Broker Warrant entitling the purchase of one additional common share of the Company at a price of $2.25 per Warrant Share at any time on or before 4:00 p.m. (Pacific Standard Time), on the first business day that is one year after the Closing Date. All of the shares and warrants are subject to a Toronto Stock Exchange hold period expiring December 17, 2004.

Funds will be used to expand current drilling program at the Elk (Siwash) gold project, and for general exploration.

ON BEHALF OF THE BOARD OF DIRECTORS

“Duane Poliquin”

___________________

Duane Poliquin, P.Eng.

President

The Toronto Stock Exchange has not reviewed nor accepted responsibility for the adequacy or accuracy of the contents of this news release which has been prepared by management.  Statements contained in this news release that are not historical facts are forward looking statements as that term is defined in the private securities litigation reform act of 1995. Such forward -looking statements are subject to risks and uncertainties which could cause actual results to differ materially from estimated results. Such risks and uncertainties are detailed in the Company's filing with the Securities and Exchange Commission.

EX-99

Almaden Minerals Ltd.

1103-750 West Pender St. Vancouver, B.C., Canada V6C 2T8 ph. 604 689-7644 facs. 604 689-7645

NEWS RELEASE  August 20, 2004

Trading Symbol: AMM -TSX

www.almadenminerals.com

Progress Report on the El Pulpo Project, Mexico

The El Pulpo property is located north-east of Mazatlan and covers an area of approximately 200 square kilometres. Almaden Minerals Ltd. (Almaden) has optioned this property to Ross River Minerals Ltd. (Ross River) who can earn a 60% interest by spending US$3,000,000 and issuing 425,000 shares to Almaden. Almaden and Ross River have identified high grade porphyry related gold, silver and copper mineralisation over a surface area in excess of 12 square kilometres. The property hosts at least four copper-gold porphyry targets and three high grade gold vein targets. Ross River has provided the company with the following results in the form of a news release dated August 20, 2004, an excerpt from which follows:

“Vancouver, BC: Ross River Minerals Inc. (TSX-V: RRM) (the "Company") is pleased to announce that it has completed compiling surface and trench samples collected during 2004 on its Cerro Colorado, La Langosta and La Cetolla copper-silver-gold porphyry targets located in Sinaloa State, Mexico, and that it has discovered a fourth area of porphyry-style copper mineralization on the 200 square kilometre El Pulpo property.

Jocquistes

Prospecting in the eastern part of the El Pulpo claim area has revealed a fourth area of porphyry style mineralization approximately four kilometres east and south of La Cetolla. The prospect, called Jocquistes, features widespread malachite/azurite encrustations on fractures and outcrops and 1-3 centimetre quartz stockwork veins containing chalcopyrite with associated pervasive phyllic alteration overprinting potassic alteration over a minimum area of 500 by 1,000 metres. Seven grab samples from leached outcrop returned assays up to 0.67% copper, 40 ppm molybdenum, 8.54 g/t silver and 0.06 g/t gold. The intensity of alteration and the continuity of mineralization is similar to the La Cetolla prospect. The Company plans to conduct extensive prospecting on this target early in the fall to better determine the extent of the mineralization. The discovery of the J ocquistes prospect has given a new perspective to exploration of the El Pulpo claim block. An overall pattern is emerging of copper prospects surrounding a molybdenum-rich core.

Cerro Colorado

Soil geochemistry and Induced Polarization (IP) and magnetometer geophysical surveys were completed over an area of 6.8 square kilometres. An area 1,900 by 750 metres anomalous in copper, gold, silver and molybdenum in soils was outlined associated with an extensive IP anomaly. Satellite anomalies also occur 200 metres west (dimensions: 450 by 300 metres) and 520 metres north (dimensions: 800 by 300 metres) of the major anomaly (see press release dated June 9, 2004 and refer to Ross River’s website). Mapping in the southeastern part of the major anomaly identified significant widespread areas of potassic and phyllic alteration related to disseminated and stockwork copper mineralization within the granodiorite host rock. One hundred seven rock chip samples were collected from outcrops and from trenches and road cuts at depths of 2 to 4 metres within this a rea. Individual samples were collected over widths of 0.2-7.0 metres. Copper contents ranged from 53 ppm to greater than 1% copper, molybdenum ranged from 2.7 to more than 2,000 ppm, silver ranged from 0.19 g/t to greater than 100 g/t and gold from 1 ppb to 2.32 g/t. Twenty-six samples exceeded 0.3% copper of which four samples exceeded 1% copper, one exceeded 2,000 ppm molybdenum and one exceeded 99.99 g/t silver, the upper reporting limit for these metals with the ICP-Mass Spectrographic analytical method used.

La Langosta

Soil geochemical and IP/magnetometer surveys were carried out over a grid 2,200 metres by 1,800 to 2,500 metres in the La Langosta area. Prospecting and mapping was conducted over a small portion of the anomalous area to identify the origin of the IP chargeability anomalies. One hundred six rock samples were collected, including 95 chip samples, mostly from leached bedrock in hand-dug trenches at depths of 1 to 2 metres. Copper contents ranged from 36 ppm to greater than 1% copper, molybdenum ranged from 0.5 to 506 ppm, silver ranged from 0.06 to greater than 100 g/t and gold from 1 to 46 ppb. Nineteen samples contained more than 0.3% copper and one sample exceeded 1% copper which is being reassayed.

These results are extremely encouraging considering these are from preliminary sampling over a small part of the extensive anomalous areas of the Jocquistes, Cerro Colorado and La Langosta targets and are mainly from leached bedrock.

La Cetolla

Preliminary prospecting of the La Cetolla target east of the La Langosta area has confirmed the copper-gold porphyry extending over an area of 1,100 by 230 metres previously discovered by Placer Mexicana in the 1970’s. Subsequent exploration has extended this area to 1,575 by 430 metres and is open in all directions. Fifty-nine samples were taken from outcrops and from hand-dug trenches at depths of 1 to 2 metres. Six of these were grab samples with copper contents ranging from 167 ppm to greater than 1%, molybdenum contents ranging from 2 to 1,293 ppm, silver contents ranging from 0.80 to 95.58 g/t and gold contents of 9 ppb to 1.66 g/t . Two grab samples exceeded 1% copper. Fifty-three chip samples were taken from 61.7 metres of trenches and 59.6 metres of outcrops over widths of 0.3 to 5.40 metres. Copper contents ranged from 18 ppm to greater than 1%, molybdenum ranged from 0.8 to 244 ppm, silver ranged from 0.12 to 44.13 g/t and gold from 2 ppb to 0.79 g/t. Ten of the chip samples exceeded 1% copper and are being reassayed.

The initial 2004 exploration program on the El Pulpo property was curtailed by the rainy season in early July. The Company has not received all the assays and re-assays from the drilling program of the Papaya and La Trucha gold-silver vein systems. These results will be released as soon as they become available. Reassays have been requested for those samples over the reportable limit. Data review, checking and compilation of the initial 2004 program is presently underway which will be followed by the planning of a major exploration and drilling program of El Pulpo to commence this October.

Victor Jaramillo P. Geo. and James R. Reeves P. Geo. were the Qualified Persons supervising exploration of these targets.”

Ross River informed Almaden that assay results quoted in the above excerpt were received from Acme Analytical Laboratories Ltd. of Vancouver. Almaden believes these results to be very encouraging and are representative of a large gold bearing intrusive hosted system. Almaden currently has thirteen active joint ventures, including nine in which partners are spending to earn an interest and a regional exploration program with partner BHP Billiton underway to explore for copper-gold deposits in Mexico.

ON BEHALF OF THE BOARD OF DIRECTORS

“Morgan J. Poliquin”

___________________________

Morgan J. Poliquin, M.Sc., P.Eng.

Director

The Toronto Stock Exchange has not reviewed nor accepted responsibility for the adequacy or accuracy of the contents of this news release which has been prepared by management.  Statements contained in this news release that are not historical facts are forward looking statements as that term is defined in the private securities litigation reform act of 1995. Such forward -looking statements are subject to risks and uncertainties which could cause actual results to differ materially from estimated results. Such risks and uncertainties are detailed in the Company's filing with the Securities and Exchange Commission.

EX-99

Almaden Minerals Ltd.

1103-750 West Pender St. Vancouver, B.C., Canada V6C 2T8 ph. 604 689-7644 fax. 604 689-7645

NEWS RELEASE August 20, 2004

Trading Symbol: AMM -TSX

www.almadenminerals.com

Private Placement

Almaden Minerals Ltd. (the “Company”) announces that it has received from the Toronto Stock Exchange conditional approval for the listing of shares under a proposed Private Placement of 150,000 Flow-Through Shares at a price of $2.25 per Flow-Through Share for gross proceeds of $337,500.

A commission of 3% of the total gross proceeds realized from the placement is to be payable, such commission to be satisfied as to ½  by the issue of  flow through shares and the balance by cash.

The placement is expected to close on or about August 30, 2004.  Part of these funds will be used to accelerate the ongoing diamond drill program on the Siwash Vein area of the Company’s Elk Gold property near Merritt, B.C. as well as for general mining exploration in Canada.

ON BEHALF OF THE BOARD OF DIRECTORS

“Morgan Poliquin”

___________________

Morgan Poliquin, P.Eng.

Director

The Toronto Stock Exchange has not reviewed nor accepted responsibility for the adequacy or accuracy of the contents of this news release which has been prepared by management.  Statements contained in this news release that are not historical facts are forward looking statements as that term is defined in the private securities litigation reform act of 1995. Such forward -looking statements are subject to risks and uncertainties which could cause actual results to differ materially from estimated results. Such risks and uncertainties are detailed in the Company's filing with the Securities and Exchange Commission.

EX-99

Almaden Minerals Ltd.

1103-750 West Pender St. Vancouver, B.C., Canada V6C 2T8 ph. 604 689-7644 fax. 604 689-7645

NEWS RELEASE August 31, 2004

Trading Symbol: AMM -TSX

www.almadenminerals.com

Private Placement

Almaden Minerals Ltd. (the “Company”) announces that it has completed and closed a Private Placement of 150,000 flow-through shares at a price of $2.25 per flow-through share and 2,250 Agent’s flow-through shares issued to Odlum Brown Ltd. at a price of $2.25 per flow-through Share at any time on or before 4:00 p.m. (Pacific Standard Time), on the first business day that is one year after the Closing Date. All of the shares are subject to a Toronto Stock Exchange hold period expiring December 31, 2004.

Part of these funds will be used to accelerate the ongoing diamond drill program on the Siwash Vein area of the Company’s Elk Gold property near Merritt, B.C. as well as for general mining exploration in Canada.

ON BEHALF OF THE BOARD OF DIRECTORS

“James E. McInnes”

___________________

James E. McInnes

Director

The Toronto Stock Exchange has not reviewed nor accepted responsibility for the adequacy or accuracy of the contents of this news release which has been prepared by management.  Statements contained in this news release that are not historical facts are forward looking statements as that term is defined in the private securities litigation reform act of 1995. Such forward -looking statements are subject to risks and uncertainties which could cause actual results to differ materially from estimated results. Such risks and uncertainties are detailed in the Company's filing with the Securities and Exchange Commission.

EX-99

This is a form of a material change report required under Section 75(2) of the Securities Act (Ontario).

FORM 27

Securities Act

This is a form of a material change report required under Section 85(1) of the Securities Act (British Columbia).

FORM 53-901.F

Securities Act

MATERIAL CHANGE REPORT

Item 1.

Reporting Issuer

ALMADEN MINERALS LTD. (the "Issuer")

1103-750 West Pender Street

Vancouver, British Columbia  V6C 2T8

Telephone: (604) 689-7644

Item 2.

Date of Material Change

August 16, 2004

Item 3.

Press Release

Press release was issued in Vancouver, British Columbia for distribution on Canada NewsWire on August 17, 2004

Item 4.

Summary of Material Change

The Issuer closed a private placement of 270,000 Flow-Through Common Shares at a price of $2.25 per share and 27,000 Broker Warrants at a price of $2.25 per warrant share exercisable for a period of one year from the date of Closing, for gross proceeds of $607,500.

Item 5.

Full Description of Material Change

The Issuer closed a private placement of 270,000 "flow-through" common shares (the "Offered Securities") at a purchase price of $2.25 per Offered Security in accordance with, among other things, the provisions of an agency agreement (the "Agency Agreement") dated August 16, 2004 between the Issuer and Dundee Securities Corporation (the "Agent").  In connection with the issue of the Offered Securities the Issuer has agreed to incur and renounce to the Purchasers thereof expenditures which qualify as Canadian exploration expense under the Income Tax Act (Canada) (the "Tax Act").

As partial consideration for the services of the Agent in connection with the Offering, the Issuer has granted to the Agent a broker warrant (the "Broker Warrant") which entitles

2

 the holder thereof to purchase up to 27,000 common shares of the Issuer (individually a "Broker Share" and collectively the "Broker Shares") at an exercise price of $2.25 per Broker Share at any time commencing on the date of the issue thereof and until August 16, 2005.

Item 6.

Reliance on Section 74(3) of the Act

No reliance is made on Section 74(3) as to confidentiality.

Item 7.

Omitted Information

Not applicable.

Item 8.

Senior Officers

The Senior Officer of the Issuer who is knowledgeable about the material change and the report is Duane Poliquin, President.

Item 9.

Statement of Senior Officer

The foregoing accurately discloses the material change referred to herein.

Dated this 17^th day of August, 2004.

ALMADEN MINERALS LTD.

By:  “Duane Poliquin”

    President & CEO

(Official Capacity)

 Duane Poliquin

(Please print here name of individual whose signature appears above.)

EX-99

This is a form of a material change report required under Section 75(2) of the Securities Act (Ontario).

FORM 27

Securities Act

This is a form of a material change report required under Section 85(1) of the Securities Act (British Columbia).

FORM 53-901.F

Securities Act

MATERIAL CHANGE REPORT

Item 1.

Reporting Issuer

ALMADEN MINERALS LTD. (the "Issuer")

1103-750 West Pender Street

Vancouver, British Columbia  V6C 2T8

Telephone: (604) 689-7644

Item 2.

Date of Material Change

August 30, 2004

Item 3.

Press Release

Press release was issued in Vancouver, British Columbia for distribution on Canada NewsWire on August 31, 2004

Item 4.

Summary of Material Change

The Issuer closed a private placement of 150,000 Flow-Through Common Shares at a price of $2.25 per share and 2,250 Agent Flow-Through Common Shares at a price of $2.25 per share exercisable for a period of one year from the date of Closing, for gross proceeds of $337,500.00.

Item 5.

Full Description of Material Change

The Issuer closed a private placement of 150,000 Flow-Through Common Shares at a price of $2.25 per share and 2,250 Agent Flow-Through Common Shares at a price of $2.25 per share exercisable for a period of one year from the date of Closing, for gross proceeds of $337,500.00.

A commission of 3% of the total gross proceeds realized from the placement is to be payable, such commission to be satisfied as to ½ by the issue of flow through shares and the balance by cash.

Part of these funds will be used to accelerate the ongoing diamond drill program on the Siwash Vein area of the Company’s Elk Gold property near Merritt, B.C. as well as for general mining exploration in Canada.

2

Item 6.

Reliance on Section 74(3) of the Act

No reliance is made on Section 74(3) as to confidentiality.

Item 7.

Omitted Information

Not applicable.

Item 8.

Senior Officers

The Senior Officer of the Issuer who is knowledgeable about the material change and the report is Duane Poliquin, President.

Item 9.

Statement of Senior Officer

The foregoing accurately discloses the material change referred to herein.

Dated this 31^th day of August, 2004.

ALMADEN MINERALS LTD.

“James E. McInnes”

By:                                             

Director                                     

(Official Capacity)

James E. McInnes                    

(Please print here name of individual whose signature appears above.)

EX-99

ALMADEN MINERALS LTD.

Annual General Meeting of Holders

of Common Shares of

Almaden Minerals Ltd.

(the “Issuer”)

June 4, 2004

REPORT OF VOTING RESULTS

National Instrument 51-102 – Continuous Disclosure Obligations

Section 11.3

Matters Voted Upon

General Business

Outcome of Vote

1.

Determine the number of Directors at (7) seven

Carried

2.

The election of the following nominees as directors

Carried

of the Issuer for the ensuing year or until their

successors are elected or appointed

(a)

Duane Poliquin

(b)

Morgan Poliquin

(c)

James E. McInnes

(d)

Jack McCleary

(e)

Joseph Montgomery

(f)

Donald Lorimer

3.

The appointment of Deloitte & Touche LLP,

Carried

Chartered Accountants, as Auditor for the Issuer

for the next year and to authorize the directors to

fix the Auditor’s remuneration

Special Business

1.

To approve, by resolution, the amendment to

Carried

the Issuer’s incentive Stock Option Plan

2.

To approve, by resolution, for the

Carried

Issuer to authorize the issuance of additional

common shares or other securities in

Private Placements

Dated at Vancouver, B.C., this 19^th day of August, 2004.

ALMADEN MINERALS LTD.

Per:                                                              

Morgan Poliquin, Director

EX-99

Form 45-103F4 Report of Exempt Distribution

Issuer information

1.

ALMADEN MINERALS LTD.

1103 – 750 WEST PENDER STREET

VANCOUVER, B.C.  V6C2T8

2.

The Issuer is a reporting issuer in the jurisdiction of British Columbia, Alberta and Ontario.

Details of distribution

3.

The date of Distribution was August 16, 2004

4.

For each security distributed:

(a)

270,000 Flow-Through Common Shares and 27,000 Broker Warrants.

(b)

270,000 flow-through common shares at a price of $2.25 per share, and 27,000 non-flow-through broker warrants with each warrant granting the right to purchase one additional common share at a price of $2.25 per warrant share at any time on or before the first business date that is one year after the Closing Date.

5. See Schedule “A”.

6. Complete the following table for each Canadian and foreign jurisdiction where purchasers of the securities reside. Provide a total dollar value of all securities distributed in all jurisdictions. Do not include in this table, securities issued as payment for commissions or finder’s fees disclosed under item 7, below.

Each jurisdiction where Purchasers reside	Price per security (Canadian $)	Total dollar value raised from purchasers in the jurisdiction (Canadian $)
British Columbia	$2.25	$30,375.00
Ontario	$2.25	$577,125.00

Total dollar value of distribution all jurisdictions (Canadian $)
$607,500.00

Commissions and finder’s fees

7. Provide the following information for each person who is being compensated in connection with the distribution(s). When disclosing compensation paid or to be paid, include discounts, commissions or other fees or payments of a similar nature directly related to the distribution. Do not include payments for services incidental to the trade, such as clerical, printing, legal or accounting services.

Full name and address of person being compensated	Compensation paid (in Canadian $ and, if applicable, number and type of securities)	Exemption relied on and date of distribution (if applicable)	Price per share (Canadian $)
Dundee Securities Corporation. 4th floor, 20 Queen Street Toronto, ON M5H 3R3	27,000 Warrants $42,525.00 cash	MI 45-103 (5.1)	$2.25

Certificate

On behalf of the issuer (or vendor), I certify that the statements made in this report and in each schedule to this report are true.

Date:

August 19, 2004

ALMADEN MINERALS LTD.

Name of issuer or vendor (please print)

Morgan Poliquin – Director

position of person signing

“Morgan Poliquin”                     

Signature

Schedule “A”

Full name and residential address of purchasers	Number and type of securities	Total purchase price (Canadian $)	Exemption relied on
Maxima Investment Management Ltd. 390 – 2025 West 42nd Ave Vancouver, B.C. V6M 2B5	13,500 flow-through common shares	$30,375.00	45-103 (5.1)

EX-99

FORM 45-501F1

Securities Act (Ontario)

Report under Subsection 72(3) of the Act or Subsection 7.5(1) of Rule 45-501

(To be used for reports of trades made in reliance upon

clause 72(1)(b) or (q) of the Act, or Section 2.3, 2.12, 2.13, 2.14 or 2.16 of Rule 45-501)

1.

Full name and address of the seller.

ALMADEN MINERALS LTD.

1103 – 750 WEST PENDER STREET

VANCOUVER, B.C.

V6C2T8

2.

Full name and address of the issuer of the securities traded.

Same as above.

3.

Description of the securities traded.

270,000 Flow-Through Common Shares at a price of $2.25 per share and 27,000 Broker Warrants at $2.25 per warrant share exercisable for a period of one year from the date of closing.

4.

Date of the trade was August 16, 2004.

5.

Particulars of the trade.

Name of Purchaser and Municipality and Jurisdiction of Residence	Amount or Number of Securities Purchased	Purchase Price	Total Purchase Price (Canadian $)	Exemption relied on
CMP 2004 Resources Limited Partnership Toronto, ON	211,680 flow-through common shares	$2.25 per Share	$476,280.00	Section 2.3 of Rule 45-501
Canadian Dominion Resources 2004 LP Toronto, ON	44,820 flow-through common shares	$2.25 per Share	$100,845.00	Section 2.3 of Rule 45-501

6.

The seller has prepared and certified a statement containing the full legal name and the full residential address of each purchaser identified in section 5 and a certified true copy of the list will be provided to the Commission upon request.

7.

State the name and address of any person acting as agent in connection with trade(s) and the compensation paid or to be paid to such agent.

Full name and address of person being compensated	Compensation paid (in Canadian $ and, if applicable, number and type of securities)
Dundee Securities Corporation. 4th floor, 20 Queen Street Toronto, ON M5H 3R3	27,000 Warrants $42,525.00 cash

8.

Has the seller paid a participation fee for the current financial year in accordance with Rule 13-502?

Yes

9.

State the name (or title) and the telephone number of the person who may be contacted with respect to any questions regarding the contents of this report.

Duane Poliquin (President & CEO)

604-689-7644

10.

Certificate of seller or agent of seller.

The undersigned seller hereby certifies, or the undersigned agent of the seller hereby certifies to the best of the agent's information and belief, that the statements made in this report are true and correct.

DATED at Vancouver, BC this 19^th day of August, 2004.

ALMADEN MINERALS LTD.

Name of seller or agent - please print

“Morgan Poliquin”

Signature                                      

Morgan Poliquin – Director

Please print name of individual whose signature appears above, if different from name of seller or agent printed above

Notice - Collection and Use of Personal Information

The personal information prescribed by this form is collected on behalf of and used by the Ontario Securities Commission for purposes of administration and enforcement provisions of the securities legislation in Ontario. All of the information prescribed by this form, except for the information contained in the statement required to be prepared and certified by the seller under section 6 of this form, is made available to the public under the securities legislation of Ontario. If you have any questions about the collection and use of this information, contact the Ontario Securities Commission at the address below:

Ontario Securities Commission
Suite 1903, Box 55,
20 Queen Street West
Toronto, Ontario M5H 3S8
Attention:	Administrative Assistant to the Director of Corporate Finance
Telephone:	(416) 593-8200
Facsimile:	(416) 593-8177

Instructions:

1. In answer to section 7 give the name of the person or company who has been or will be paid remuneration directly related to the trade(s), such as commissions, discounts or other fees or payments of a similar nature. It is not necessary to include payments for services incidental to the trade such as clerical, printing, legal or accounting services.

2. If the space provided for any answer is insufficient, additional sheets may be used and must be cross-referred to the relevant item and properly identified and signed by the person whose signature appears on the report. Note that issuers may file one Form 45-501F1 for a specific transaction that includes the required information for multiple purchasers.

3. If the seller has not paid a participation fee for the current financial year, or if this form is filed late, a fee may be payable under Rule 13-502. Otherwise, no fee is payable to the Commission in connection with the filing of this form. Cheques must be made payable to the Ontario Securities Commission.

4. Please print or type and file two signed copies with:

Ontario Securities Commission

Suite 1900, Box 55,

20 Queen Street West

Toronto, Ontario M5H 3S8

EX-99

ALMADEN

MINERALS LTD.

1103 - 750 West Pender St.

Vancouver, B.C.  V6C 2T8

Tel: 604 - 689 - 7644

Fax: 604 - 689 - 7645

Email: info@almadenminerals.com

NOTICE TO READER

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 June 30, 2004.

ALMADEN MINERALS LTD.

Consolidated Interim Balance Sheets

		June 30, 2004		December 31, 2003
		(unaudited)		(audited)
ASSETS
CURRENT
Cash and cash equivalents	$	4,539,321	$	4,838,914
Accounts receivable and prepaid expenses		384,485		105,106
Marketable securities (Note 3)		549,589		369,286
Inventory (Note 4)		274,768		274,768
TOTAL CURRENT ASSETS		5,748,163		5,588,074
PROPERTY, PLANT AND EQUIPMENT		581,184		474,521
RECLAMATION DEPOSIT		81,500		81,500
MINERAL PROPERTIES (Note 5)		4,284,493		4,197,675
TOTAL ASSETS	$	10,695,340	$	10,341,770
LIABILITIES
CURRENT
Accounts payable and accrued liabilities	$	224,811	$	49,625
Deferred exploration advances  (Note 6)		7,632		58,011
Mineral taxes payable		379,653		379,653
TOTAL CURRENT LIABILITIES		612,096		487,289
SHAREHOLDERS’ EQUITY
Share capital
Authorized
100,000,000 common shares without par value
Issued (Note 7)
30,160,017 shares – June 30, 2004
27,627,079 shares – December 31, 2003		23,969,817		21,476,722
Subscription for shares (Note 7)		-		1,699,435
Contributed surplus (Note 2)		392,534		374,525
Deficit accumulated during the exploration stage		(14,279,107)		(13,696,201)
TOTAL SHAREHOLDER’S EQUITY		10,083,244		9,854,481
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	10,695,340	$	10,341,770

ON BEHALF OF THE BOARD:

“Duane Poliquin”

Duane Poliquin, Director

“James E. McInnes”

James E. McInnes, Director

ALMADEN MINERALS LTD.

Consolidated Interim Statements of Operations and Deficit

(unaudited)

	Three months ended June 30,				Six months ended June 30,
		2004		2003		2004		2003
REVENUE
Mineral properties	$	89,902	$	-	$	109,768	$	-
Interest income		18,024		12,014		43,009		23,721
Other income		5,355		23,811		23,186		23,811
		113,281		35,825		175,963		47,532
EXPENSES
General and administrative expenses      (Schedule)		214,546		109,564		374,525		220,330
General exploration expenses		138,097		62,757		320,121		211,185
Write-down of interests in mineral properties		1,322		43,737		14,325		47,355
Stock option compensation		-		29,100		28,963		186,000
		353,965		245,158		737,934		664,870
		(240,684)		(209,333)		(561,971)		(617,338)
(LOSS) GAIN ON SECURITIES		(30,645)		5,983		(41,221)		(9,683)
FOREIGN EXCHANGE GAIN (LOSS)		12,641		(48,758)		20,286		(57,696)
NET LOSS		(258,688)		(252,108)		(582,906)		(684,717)
DEFICIT, ACCUMULATED DURING   EXPLORATION STAGE, BEGINNING   OF PERIOD		(14,020,419)		(12,802,505)		(13,696,201)		(12,369,896)
DEFICIT, ACCUMULATED DURING   EXPLORATION STAGE, END OF PERIOD	$	(14,279,107)	$	(13,054,613)	$	(14,279,107)	$	(13,054,613)
NET LOSS PER SHARE	$	(0.01)	$	(0.01)	$	(0.02)	$	(0.03)
WEIGHTED AVERAGE NUMBER OF    COMMON SHARES OUTSTANDING		29,713,292		22,316,850		29,674,860		22,144,483

ALMADEN MINERALS LTD.

Consolidated Interim Statements of Cash Flows

(unaudited)

	Three months ended June 30,				Six months ended June 30,
		2004		2003		2004		2003
OPERATING ACTIVITIES
Net loss	$	(258,688)	$	(252,108)	$	(582,906)	$	(684,717)
Items not affecting cash
Depreciation		16,706		9,110		28,837		17,001
Loss (gain) on securities		30,645		(5,983)		41,221		9,683
Write-down of interests in mineral       properties		1,322		43,737		14,325		47,355
Stock-based compensation		-		29,100		28,963		186,000
Changes in non-cash working capital      components
Accounts receivable and  prepaid expenses		(165,634)		17,453		(279,379)		(14,169)
Accounts payable and accrued liabilities		155,181		(150,351)		175,186		(46,500)
Mineral taxes payable		-		-		-		(12,800)
Deferred exploration advances		(5,867)		-		(50,379)		-
		(226,335)		(309,042)		(624,132)		(498,147)
FINANCING ACTIVITY
Issuance of shares – net of expenses		213,245		89,692		782,706		223,048
INVESTING ACTIVITIES
Change in marketable securities		153,382		(114,681)		15,226		102,021
Property, plant and equipment
Purchases		(63,049)		(17,698)		(135,500)		(23,021)
Mineral properties
Costs		(244,632)		(48,570)		(337,893)		(244,373)
		(154,299)		(180,949)		(458,167)		(165,373)
NET CASH OUTFLOW		(167,389)		(400,299)		(299,593)		(440,472)
CASH AND CASH EQUIVALENTS,   BEGINNING OF PERIOD		4,706,710		924,794		4,838,914		964,967
CASH AND CASH EQUIVALENTS,   END OF PERIOD	$	4,539,321	$	524,495	$	4,539,321	$	524,495

ALMADEN MINERALS LTD.

Notes to Consolidated Interim Financial Statements

(unaudited)

1.

               BASIS OF PRESENTATION

These interim unaudited consolidated financial statements do not include all the disclosure required by Canadian generally accepted accounting principles for annual statements and should be read in conjunction with the annual audited financial statements for the year ended December 31, 2003, specifically the following Notes: Note 1 on the Nature of Operations; Note 2 on Significant Accounting Policies; Note 3 on Accounting Changes; and Note 16 on Contingency. These statements are prepared in accordance with recommendations for interim financial statements in conformity with Canadian generally accepted accounting principles.  They have been prepared using the same accounting policies and methods as those used in the December 31, 2003 accounts.

2.

ACCOUNTING CHANGES

At December 31, 2003, the Company adopted the fair value based method of accounting for stock-based compensation. This change has been applied retroactively and the interim financial statements for the six months ended June 30, 2003 have been restated. The effect of this change was to increase the net loss for the six months ended June 30, 2003 by $186,000 for a net loss of $684,717 and an increase in loss per share to $0.03. The contributed surplus balance at December 31, 2003 was $374,525 and at June 30, 2004 was $392,534.

3.         

MARKETABLE SECURITIES

		June 30,		December 31,
		2004		2003
Money market investments	$	60,787	$	163,049
Equity securities		488,802		206,237
	$	549,589	$	369,286

The market value of the investments as at June 30, 2004 was $893,563 (December 31, 2003 - $780,834).

4.

         INVENTORY

Inventory consists of gold bullion which is valued at the lower of average cost of mining and estimated net realizable value. The market value of the gold at June 30 is $846,835 (December 31, 2003 - $859,681).

ALMADEN MINERALS LTD.

Notes to Consolidated Interim Financial Statements

(unaudited)

5.         

MINERAL PROPERTIES

		June 30,  2004		December 31, 2003
Canada
Elk   100% interest in mineral claims in British Columbia   which includes the Siwash gold deposit	$	1,801,126	$	1,644,696
ATW   Net 30% interest in mineral claims near Lac De Gras,   Northwest Territories		187,680		171,461
PV   100% interest in mineral claims in British Columbia		128,006		124,421
MOR   100% interest in mineral claims in the Yukon Territory		31,915		62,024
Rock River Coal   50% interest in 187,698 acre coal prospect in the Yukon   Territory		33,166		43,707
Cabin Lake   100% interest in mineral claims in the Yukon Territory		17,207		35,000
Caribou Creek   100% interest in mineral claims in the Yukon Territory		22,800		35,000
Mexico
Caballo Blanco   Option to purchase 100% interest in mineral claims in   Veracruz State		497,311		522,756
El Pulpo   100% interest in mineral claims in Sinaloa State		1		95,203
San Carlos / San Jose   100% interest in the San Carlos and San Jose mineral claims   in Tamaulipas State		202,577		244,590
Galeana   Option to purchase 100% interest in mineral claims in   Chihuahua State		101,393		118,272
Yago / La Sarda   100% interest in mineral claims in Nayarit State		852,884		799,505
Fuego   100% interest in mineral claims in Oaxaca State		50,547		30,372
Interests in various other mineral claims		357,880		270,668
	$	4,284,493	$	4,197,675

ALMADEN MINERALS LTD.

Notes to Consolidated Interim Financial Statements

(unaudited)

5.

         MINERAL PROPERTIES (Continued)

(a)     Fuego

During the six months ended June 30, 2004, the Company entered into an agreement with Horseshoe Gold Mining Inc. (“Horseshoe”). To earn an initial 50% interest, Horseshoe must maintain the property in good standing, incur exploration expenditures totalling US$2,000,000 and issue 1,000,000 shares to the Company by December 31, 2006. Horseshoe can increase its interest to 60% by incurring an additional $1,000,000 of exploration expenditures by December 31, 2007.

(b)     San Carlos

During the six months ended June 30, 2004, the Company entered into an agreement with Hawkeye Gold & Diamond Inc. (“Hawkeye”). To earn an initial 51% interest, Hawkeye must maintain the property in good standing, incur exploration expenditures totalling US$2,000,000 by March 15, 2008 and issue 500,000 shares to the Company by March 15, 2007. Hawkeye can increase its interest to 60% by incurring an additional $2,000,000 of exploration expenditures by March 15, 2011 and issuing a further 300,000 shares to the Company by March 15, 2010.

(c)     Guadalupe

During the six months ended June 30, 2004, the Company entered into an agreement with Grid Capital Corporation (“Grid”). To earn an initial 50% interest, Grid must maintain the property in good standing, incur exploration expenditures totalling US$1,000,000 and issue 400,000 shares to the Company by June 30, 2007. Grid can increase its interest to 60% by incurring an additional $1,000,000 of exploration expenditures and issuing a further 100,000 shares to the Company by December 31, 2008.

(d)     PV and Nic

During the six months ended June 30, 2004, the Company entered into an agreement with Consolidated Spire Ventures Ltd. (“Spire”). To earn a 60% interest, Spire must incur exploration expenditures totalling US$1,300,000 by December 31, 2007 and issue 600,000 shares to the Company by January 10, 2007.

6.

         DEFERRED EXPLORATION ADVANCES

At June 30, 2004, the Company has deferred $7,632 received from BHP Billiton World Exploration Inc. in advance of exploration. These funds will be used for further exploration in eastern Mexico.

ALMADEN MINERALS LTD.

Notes to Consolidated Interim Financial Statements

(unaudited)

7.         

SHARE CAPITAL

The changes in issued shares since December 31, 2003 to June 30, 2004 are as follows:

	Number		Amount
Balance, December 31, 2003	27,627,079	$	21,476,722
For cash pursuant to private placement	1,300,000		1,699,435
For cash on exercise of share purchase warrants	1,162,938		744,756
For cash on exercise of stock options	70,000		48,904
Balance, June 30, 2004	30,160,017	$	23,969,817

On January 12, 2004, the Company completed a private placement of 1,300,000 common shares at a price of $1.32 per share, after incurring share issue costs of $16,565.  These funds were received by the Company prior to December 31, 2003 and were recorded as a subscription for shares.

Warrants

	Number of Warrants	Expiry Date	Exercise Price Range
Outstanding,   December 31, 2003	3,324,544	March 13, 2004 to    September 18, 2008	$0.47 to $2.25
Exercised	(1,162,938)	-	$0.47 to $1.60
Outstanding,   June 30, 2004	2,161,606	October 1, 2004 to    September 18, 2008	$0.47 to $2.25

At June 30, 2004, the following share purchase warrants were outstanding:

Number of Warrants	Expiry Date	Exercise Price Range
1,709,000	September 18, 2004/2005/    2006/2007/2008	$         1.25/1.50/ 1.75/2.00/2.25
115,500	October 1, 2004	0.47
25,001	October 28, 2004	1.60
103,750	August 7, 2005	0.80
140,000	December 30, 2005	1.85
68,355	December 30, 2005	2.25
2,161,606

At June 30, 2004, 77,000 of the warrants outstanding are held by directors (2003 – 77,000).

ALMADEN MINERALS LTD.

Notes to Consolidated Interim Financial Statements

(unaudited)

7.         

SHARE CAPITAL (Continued)

Options

The Company has a fixed stock option plan which permits the issuance of options up to 10% of the Company’s issued share capital.  The maximum number of shares reserved for issuance under this plan is 2,900,000.  At June 30, 2004, the Company has reserved 2,820,000 stock options that may be granted.  The exercise price of an option cannot be less than the closing price of the common shares on the Toronto Stock Exchange on the day immediately preceding the grant of the option and the maximum term of all options is ten years.  The Company also has stock options outstanding relating to the period before the introduction of the fixed stock option plan.

The Board of Directors determines the term of the option (to a maximum of 5 years) and the time during which any option may vest.  All options granted during the six months ended June 30, 2004 vested on the date granted.

The following table presents the outstanding options as at June 30, 2004 and changes during the period:

Fixed Options	Shares	Weighted Average Exercise Price
Outstanding at December 31, 2003	3,075,783	$ 0.53
Granted	35,000	2.35
Exercised	(70,000)	0.54
Outstanding at June 30, 2004	3,040,783	$ 0.53
Options exercisable at June 30, 2004	3,040,783

The following table summarizes information about stock options outstanding at June 30, 2004:

Options Outstanding and Exercisable
Number	Expiry	Exercise
of  Shares	Date	Price
77,000	May 4, 2005	$                 0.49
35,000	January 28, 2006	2.35
640,000	March 1, 2006	0.30
91,092	August 23, 2006	0.27
905,000	February 28, 2007	0.55
379,000	February 26, 2008	0.80
75,000	April 7, 2008	0.74
40,000	September 26, 2008	1.37
644,691	October 7, 2008	0.45
154,000	December 1, 2009	0.39
3,040,783

ALMADEN MINERALS LTD.

Notes to Consolidated Interim Financial Statements

(unaudited)

7.         

SHARE CAPITAL (Continued)

The weighted-average grant date fair value assigned to stock options granted during the six months ended June 30, 2004 was $0.83.  The fair value of these options were determined on the date of the grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

Risk free interest rate	2.6%
Expected life	2 years
Expected volatility	61%
Expected dividends	$Nil

8.         RELATED PARTY TRANSACTIONS

A company controlled by the founding shareholder of the Company was paid $55,200 for technical services and website management during the six months ended June 30, 2004.  

A company controlled by a relative of the founding shareholder of the Company was paid $35,460 for geological services during the six months ended June 30, 2004.

An officer of the Company was paid $30,013 for professional services rendered during the six months ended June 30, 2004.

9.         COMPARATIVE FIGURES

Certain of the June 30, 2003 comparative figures have been reclassified to conform with the financial statement presentation adopted at December 31, 2003.

ALMADEN MINERALS LTD.

Consolidated Interim Schedule of General and Administrative Expenses

(unaudited)

	Six Months Ended June 30,
		2004		2003
Bank charges and interest	$	3,827	$	3,020
Depreciation		28,837		17,001
Insurance		3,287		2,984
Office and licenses		53,759		55,046
Professional fees		104,287		69,849
Rent		50,865		39,219
Stock exchange fees		21,032		15,845
Telephone		7,080		6,579
Transfer agent fees		9,712		4,815
Travel and promotion		91,839		5,972
	$	374,525	$	220,330

EX-99

MANAGEMENT’S DISCUSSION & ANALYSIS

The following discussion and analysis is management’s assessment of the results and financial condition of Almaden Minerals Ltd. (the “Company” or “Almaden”) for the six month period ended June 30, 2004 and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2003 and related notes contained in the annual report. The date of this management’s discussion and analysis is August 10, 2004. Additional information on the Company is available on SEDAR at www.sedar.com.

Business of Almaden

Almaden is an exploration stage company engaged in the acquisition, exploration and development of mineral properties of merit in Canada, the United States and Mexico with the aim of developing them to a stage where they can be exploited at a profit or to arrange joint ventures whereby other companies provide funding for development and exploitation.  

Forward looking statements

Certain information included in this discussion may constitute forward-looking statements. Forward-looking statements are based on current expectations and entail various risks and uncertainties. These risks and uncertainties could cause or contribute to actual results that are materially different than those expressed or implied. The Company disclaims any obligation or intention to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.  

Exploration Projects – Canada

Elk (Siwash) Gold Project, BC

In May, the Company received a new 43-101 compliant resource calculation resource estimate for the Elk deposit (see release dated May 28, 2004) which calculated a global resource as shown below:

Measured and Indicated Resource					Inferred Resource
Area	Gold Cut off  Grade	Tonnes	Gold  Grade   (g/t)	Contained Ounces Gold	Tonnes	Gold  Grade   (g/t)	Contained Ounces Gold
B Flat Vein	7 g/t	19,100	26.70	16,400	500	7.74	100
B Steep Vein	7 g/t	39,700	54.50	69,600	53,300	19.93	34,200
B East Vein	7 g/t	2,800	19.43	1,700	25,800	14.98	12,400
WD Vein	7 g/t	42,600	29.82	40,800	98,700	14.69	46,600
1.0 cut off open pit	1.0 g/t	564,100	4.361	79,100	1,138,900	3.126	114,500
Total		668,300	9.66	207,600	1,317,200	4.91	207,800

A 7,000 meter drill program is currently underway on the deposit. This program was designed to focus on increasing the resource along strike and at depth.

Mor, Cabin Lake and Caribou Creek Gold-Silver-Copper-Zinc-Lead Projects, Yukon

These projects have been optioned to Kobex Resources Ltd. (Kobex). Kobex has informed the Company that it has completed an IP geophysical survey over the Mor property which defined an 800 meter long linear chargeability anomaly that remains open along strike. This anomaly is coincident with significant mineralization identified in trenches and anomalous soil geochemistry. Kobex is planning a drill program to test this feature in August 2004.

PV Gold-Silver Projects, BC

This project, which now encompasses the Nic claims, has been optioned to Consolidated Spire Ventures Ltd. (Spire). Spire has informed the Company that a large geologic mapping and sampling program designed to define drill targets is currently underway.

Logan Zinc-Silver Project, Yukon

Expatriate Resources Ltd. has acquired another higher grade zinc asset in the Yukon and although it continues to evaluate the Logan property, that company has moved focus to it’s other property. Almaden has a 40% interest in the Logan property, carried until a positive production decision is made.

Regional Exploration, B.C.

Almaden currently has initiated a regional prospecting and geochemical sampling program in British Columbia, focused on identifying new gold and silver projects of merit.

Exploration Projects – Mexico

Caballo Blanco Gold-Copper Property, Veracruz

This property is optioned to Comaplex Minerals Ltd. (Comaplex). Comaplex has completed a large field program over both the Highway and Northern zones of the property, the centres of which are located roughly 7 kilometers apart.  The work by Comaplex has defined several prominent drill targets. A drill program that was to have commenced in earlier in the year has been delayed due to additional permitting requirements, shortage of drilling equipment, difficulties in road building and the summer rainy season. Almaden anticipates that drilling will commence in the autumn of 2004, after the end of the rainy season.

Galeana Gold-Silver Project, Chihuahua

This project is optioned to Grid Capital Corp. (Grid). In 2003 and 2004, Grid completed rock sampling, soil geochemistry and IP geophysical programs which have defined significant drill targets on the vein systems. Drilling was delayed in the spring of 2004 due to difficult road building conditions, drill availability and the onset of the rainy season. Grid has reported that road building is complete and the main targets will be drilled at the end of the rainy season, in 2004.

El Pulpo Gold-Copper-Silver Project, Sinaloa

This property is optioned to Ross River Minerals Ltd. (Ross River). Ross River has informed Almaden that it has completed a large program of geologic mapping, rock and soil sampling and IP and magnetics geophysics on the project. Ross River completed in June a 20 hole drill program that tested the Papaya and Trucha vein targets only. Almaden will release the results of this program as soon as it has received them from Ross River. Ross River has also informed Almaden that it plans a large field program in the autumn of 2004 which will include drilling on the Cerro Colorado porphyry target.

Bufa Gold-Silver Project, Chihuahua

This project is optioned to Grid. The property surrounds the town and mining camp of Guadalupe y Calvo.   where gold was discovered in 1835 and subsequent production was sufficiently large that a mint was built in 1844. The small historic central portion of the Guadalupe camp is held by an unrelated third party, Mexgold Resources Inc. A major vein structure, has been traced from the Guadalupe camp over a 1.4 kilometer distance onto the Bufa property. Grid has reported that results of prospecting on the NW portion of the Bufa claim are currently being compiled and that a drill program is planned for the autumn, 2004.

San Carlos Copper-Gold-Silver Project, Tamaulipas

This project has been optioned to Hawkeye Gold and Diamond Inc. (Hawkeye).  Hawkeye is planning a work program on the property to commence in the autumn of 2004. Almaden carried out a geologic review of the work completed to date.

BHP Billiton Joint Venture

Almaden and BHPB have completed a regional exploration program designed to identify new copper-gold deposits in Mexico. At present BHPB is reviewing the results of the exploration program and can elect to acquire an interest in any of the properties.  

Regional Exploration

Almaden is currently planning a regional exploration helicopter and truck based exploration program to focus on gold, silver and copper systems in Mexico. This work will commence after the rainy season in October.

Selected quarterly financial information

The following selected financial information is derived from the unaudited consolidated interim financial statements of the Company prepared in accordance with Canadian generally accepted accounting principles (“GAAP”).

	For the quarters ended (unaudited)
	Jun 30 2004	Mar 31 2004	Dec 31 2003	Sep 30 2003	Jun 30 2003	Mar 31 2003	Dec 31 2002	Sep 30 2002
Total revenues	$89,902	$62,682	$59,106	$3,592	$35,825	$ 11,707	$17,255	$79,626
Net loss	258,688	324,218	567,215	260,373	223,008	432,609	502,217	2,175,000
Net loss per share	0.01	0.01	0.03	0.01	0.01	0.02	0.02	0.11
Total assets	10,695,340	10,591,469	10,341,770	6,834,870	5,300,783	5,584,450	5,635,752	4,782,657

Results of operations

The Company’s operations during the six months ended June 30, 2004 produced a net loss of $582,906 or $0.02 per share compared to a net loss of $684,717 or $0.03 per share for the six months ended June 30, 2003. The decrease in net loss is primarily due to proceeds received from mineral properties option agreements exceeding the properties carried value and a reduction in stock option expense charged which is derived entirely on the number of options granted in any period.  

The Company has no revenue from mining operations. Revenue increased during the six months ended June 30, 2004 as compared to the six months ended June 30, 2003 due to proceeds received from mineral properties option agreements in excess of the properties carried value. Interest income also increased due to an increase of cash available for investment.  Other income consists mostly of value-added tax recoveries in Mexico.

General and administrative costs increased during the six months ended June 30, 2004 compared to the six months ended June 30, 2003. The most significant increases were in professional fees and travel and promotion. Professional fees (accounting and legal) increased due to increased regulatory requirements. Travel and promotion increased due to the participation in several investment conferences and the Prospectors and Developers Association Conference in Toronto. The Company also engaged Roth Investor Relations Inc. of New Jersey, to introduce senior management to various fund managers in eastern United States in June.

General exploration costs increased in the six months ended June 30, 2004 compared to the six months ended June 30, 2003 due to exploration undertaken in eastern Mexico with BHP Billiton and general exploration in Mexico.  

Liquidity and capital resources

At June 30, 2004, the Company had working capital of $5,136,067 and cash and cash equivalents of $4,539,321 compared to working capital of $5,100,785 and cash and cash equivalents of $4,838,914 at December 31, 2003, the Company’s most recent year-end. In addition, the market value of the Company’s inventory of gold bullion at June 30, 2004 was $846,835 - $572,067 above book value. The market value of investments at June 30, 2004 was $893,563 - $343,974 above book value. These values differ from the GAAP valuation on the balance sheet which is at the lower of cost or market. The Company expects its level of cash resources to be sufficient to meet its working capital and mineral exploration requirements for at least the next year.

Cash used for operating activities during the first six months of 2004 was $624,132 compared to $498,147 during the first six months of 2003 after adjusting for the non-cash activities of properties interests write-downs and stock-based compensation. The significant increase in accounts receivable relates to exploration expenditures invoiced pursuant to property option agreements in the subsequent period for costs incurred in the period being reported. The increase in accounts payable is due to the timing of the receipt of invoices, all of which were paid in the subsequent period.

Cash flows from financing activities for the first six months of 2004 were $782,706 compared to $223,048 during the first six months of 2003. This increase in source of cash is due to an increase in the exercise of share purchase warrants and stock options.

During the six months ended June 30, 2004, the proceeds from the sale of marketable securities decreased compared to the six months ended June 30, 2003. Investments in property, plant and equipment increased during the first six months of 2004 mainly due to the purchase of an additional vehicle and field equipment to assist exploration in Mexico and the acquisition of a database of historic exploration files for Latin America. Exploration expenditures of $337,893, prior to the receipt of shares issued pursuant to various option agreements, were made on mineral properties in the first six months of 2004 compared to $244,373 during the first six months of 2003.  Most exploration currently being undertaken on the Company’s properties is being done by third parties who are earning their interests in the Company’s projects.

During the six months ended June 30, 2004, Company incurred expenditures of $156,430 on the drill program being undertaken at Elk and on the reserve calculation and planning.  $53,379 of expenditures was incurred on claim surveys and maintenance at Yago. The Company’s portion (30%) of geophysical expenditures incurred at ATW totaled $16,219. The Company incurred $20,175 in initial property evaluation expenditures at Fuego.  Expenditures on the Company’s various other mineral claims totaled $87,212 which includes the staking of several new claims in Mexico and geological work undertaken.  

The carrying value of the Mor, Cabin Lake and Caribou Creek properties decreased on the receipt of shares issued pursuant to the property option agreement with Kobex, with the excess over Mor’s carrying value of $1 being charged to mineral properties revenue. The carrying value of Rock River Coal decreased on the refund of lease payments made in previous periods on the application of work credits.  The carrying value of Caballo Blanco decreased on the recovery of exploration expenditures incurred by the Company in prior periods. The carrying value of the El Pulpo property has been reduced to $1 on the receipt of shares issued pursuant to the option agreement with Ross River and on the recovery of exploration expenditures incurred by the Company in prior periods, with the excess being charged to mineral properties revenue. The carrying values of the San Carlos and Galeana properties decreased on the receipt of shares issued pursuant to option agreements with Hawkeye and Grid, respectively.

Subsequent events

In the following period, the Company engaged Dundee Securities Corporation as agent (the “agent”) for a private placement of 270,000 flow-through shares at a price of $2.25 per share for gross proceeds of $607,500.  A commission of 7% of the total gross proceeds realized is payable to the agent by the issue of cash and warrants exercisable for non-flow-through shares at a price of $2.25 per share for a period of one year after closing. The placement is expected to close on August 16, 2004. The funds will be used for the ongoing drill program on the Elk property and general exploration.

Contractual commitments

The Company is committed under an operating lease for its office premises with the following aggregate minimum lease payments to the expiration of the lease on January 31, 2009.  The Company intends to renew its Rock River coal licenses in July 2004 for another three-year term. All other property option payments on the Company’s projects have been assumed by third parties who are earning their interests in the projects.

	2004	2005	2006	2007	2008	Balance
Office lease	$37,473	$37,251	$37,251	$37,251	$37,251	$3,104
Mineral property acquisition payments	4,712	9,385	18,770	-	-	-

Off-balance sheet arrangements

The Company has no off-balance sheet arrangements other than the lease related to its office premises as disclosed above.

Critical accounting estimates

A detailed summary of all the Company’s significant accounting policies is included in note 2 to the annual consolidated financial statements for the year ended December 31, 2003.  

Significant estimates used in the preparation of these consolidated financial statements include, amongst other things, depreciation, determination of net recoverable value of assets, determination of fair value on taxes, contingencies and share compensation.

Changes in accounting principles

Stock-based compensation

At December 31, 2003, the Company early adopted the Canadian Institute of Chartered Accountants stock option compensation and other stock based payments accounting standard. The consolidated interim financial statements for the six months ended June 30, 2003 reflect this and the change has been applied retroactively and the consolidated interim financial statements for the six months ended June 30, 2003 have been restated. The effect of this change was to increase the net loss for the six months ended June 30, 2003 by $186,000 for a net loss of $684,717.

Asset retirement

The CICA issued a new standard relating to asset retirement obligations effective for fiscal years beginning on January 1, 2004. The standard requires the recognition in the financial statements of the liability associated with the net present value of future site reclamation costs when the liability is incurred. These obligations are initially measured at fair value and subsequently adjusted for the accretion of discount and any changes to the underlying costs. The asset retirement cost is to be capitalized and amortized into operations over time. The Company is currently assessing these requirements to ensure it complies with the new standards starting in 2004.

Outstanding share data

The Company is authorized to issue 100,000,000 common shares without par value. As at June 30, 2004, there were 30,160,170 outstanding common shares compared to 22,346,471 outstanding shares at June 30, 2003. The increase reflects the success of the Company in raising a total of $4,087,341 through the issue of new shares and the exercise of options and warrants in 2003 and $782,706 to June 30, 2004.    

In January 2004, the Company completed a private placement of 1,300,000 common shares raising proceeds of $1,699,435 net of issue costs. These funds were received prior to December 31, 2003 and were recorded as a subscription for shares.

Directors, officers, employees and contractors are granted options to purchase common shares under the Company Stock Option Plan. This plan and its terms and outstanding balance are disclosed in note 7 to the consolidated interim financial statements to June 30, 2004.  

Related party transactions

A total of $55,200 was paid to a company controlled by Duane Poliquin, the President of the Company, for geological consulting services and web-site management services during the six months ended June 30, 2004. A total of $35,460 was paid to a company controlled by Morgan Poliquin, a Director of the Company, for geological consulting services during the six months ended June 30, 2004. These amounts are included in general exploration and mineral property costs. A total of $30,013 was paid to Dione Bitzer, an Officer of the Company for accounting services during the six months ended June 30, 2004.  This amount is included in professional fees.

Trends

The mineral exploration industry has been through a very difficult period with low prices for both precious and base metals. Lack of interest lead to low market capitalizations and large companies found it was easier to grow by purchasing companies or mines than to explore for them. This lead to downsizing of large company exploration staffs and many professionals took early retirement or left the industry to pursue other careers. As a result of these trends, there are few good gold-silver projects in the pipeline and a developing shortage of experienced explorationists. With improving metal prices and increasing demand, especially from Asia, supply difficulties may occur in the future and there is a discernible need for good exploration projects based on sound geological work.  As junior companies (many of which are staffed by former large company geologists) find it easier to raise funds, they are beginning to seek properties of merit to explore.  Metal prices are difficult to predict, but the Company’s exploration efforts are largely based on the expectation that gold prices will stay at close to current levels or increase.

Risks and uncertainties

The Company is subject to a number of risks and uncertainties, the more significant of which are discussed below. Additional risks and uncertainties not presently known to the Company may impact the Company’s financial results in the future.

Industry  

Almaden is engaged in the exploration for and development of mineral properties which involves significant risks that even a combination of careful evaluation, experience and knowledge may not eliminate. There is no assurance that the Company’s exploration efforts will result in discoveries of commercial mineral deposits. The geological focus of the Company is on areas in which the geological setting is well understood by management. Technological tools are regularly used to better focus exploration efforts.

Reserve and mineralization estimates

The estimation of reserves and mineralization is a subjective process and the accuracy of any such estimates is a function of the quality of available data and of engineering and geological interpretation and judgement. No assurances can be given that the volume and grade of reserves recovered and rates of production will not be less than anticipated.  

Gold and metal prices

The price of gold is affected by numerous factors beyond the control of the Company including central bank sales, producer hedging activities, the relative exchange rate of the U.S. dollar with other major currencies, demand, political, economic conditions and production levels. In addition, the price of gold has been volatile over short periods of time due to speculative activities. The price of other metals and mineral products that the Company may explore for, all have the same or similar price risk factors.

Cash flows and additional funding requirements

Almaden currently has no revenues from operations. If any of the Company’s exploration programs are successful and optionees of properties complete their earn-in, the Company would have to provide it’s share of ongoing exploration and development costs in order to maintain it’s interest in the projects, or be reduced to a royalty interest. Additional capital would be required to put a property into commercial production. The sources of funds currently available to the Company are the sale of its inventory of gold, sale of marketable securities, sale of equity capital or the offering of an interest in its projects to another party. Although the Company presently has sufficient financial resources to undertake all of its currently planned exploration programs and has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that suc h financing will be advantageous to the Company.

Exchange rate fluctuations

Fluctuations in currency exchange rates, principally the Canadian/U.S. dollar exchange rate, can significantly impact cash flows. The exchange rate has varied substantially over time. Most of the Company’s exploration expenses in Mexico are denominated in U.S. dollars. Fluctuations in exchange rates may give rise to foreign currency exposure, either favourable or unfavourable, which may impact financial results. The Company does not engage in currency hedging to offset any risk of exchange rate fluctuation.

Environmental

Almaden’s exploration and development activities are subject to extensive laws and regulations governing environment protection.  The Company is also subject to various reclamation-related conditions. Although the Company closely follows and believes it is operating in compliance with all applicable environmental regulations, there can be no assurance that all future requirements will be obtainable on reasonable terms. Failure to comply may result in enforcement actions causing operations to cease or be curtailed and may include corrective measures requiring capital expenditures.  

Laws and regulations

Almaden’s exploration activities in each country where it is active are subject to extensive federal, provincial and local laws and regulations governing prospecting, development, production, exports, taxes, labour standards, occupational health and safety, mine safety and other matters.  Such laws and regulations are subject to change, can become more stringent and compliance can therefore become more costly.  The Company applies the expertise of its management, its advisors, its employees and contractors to ensure compliance with current laws.

Title to mineral properties

While the Company has investigated title to it’s mineral properties, this should not be construed as a guarantee of title. The properties may be subject to prior unregistered agreements or transfers and title may be affected by undetected defects. Unresolved native land claim issues in British Columbia and the Yukon Territory may affect the Company’s properties in these jurisdictions in the future.

Competition

There is competition from other mining exploration companies with operations similar to those of the Company's. Many of the mining companies with which the Company competes have operations and financial strength greater than that of the Company.

Dependence on management

The Company strongly depends on the business and technical expertise of its management and there is little possibility that this dependence will decrease in the near term.  

Outlook

Almaden currently has thirteen active joint ventures on sixteen properties including nine joint venture deals in which other companies are earning an interest in the Almaden projects by carrying all costs and making significant exploration expenditures, and is reviewing the results of a regional exploration program with BHP Billiton exploring for copper-gold deposits in Mexico. The Company ended 2003 with a strong cash position that will enable it to continue its own exploration efforts in Mexico and Canada seeking to identify new projects through early stage grass roots exploration and managing risk by forming joint ventures in which partner companies explore and develop such projects in return for the right to earn an interest in them.  

The Company also acquired the extensive database of historic exploration files for Latin America of the now defunct New York and Honduras Rosario Mining Company with the intent of incorporating the data into its exploration efforts.

EX-99

Form 52-109FT2 - Certification of Interim Filings during Transition Period

I, DUANE POLIQUIN, President and Chief Executive Officer of Almaden Minerals Ltd.  certify that:

1. I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings) of Almaden Minerals Ltd. for the interim period ending June 30, 2004.

2. Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3. Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

August 13, 2004

“Duane Poliquin”

DUANE POLIQUIN

President and Chief Executive Officer.

EX-99

Form 52-109FT2 - Certification of Interim Filings during Transition Period

I, DIONE BITZER, Chief Financial Officer of Almaden Minerals Ltd., certify that:

1. I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings) of Almaden Minerals Ltd. for the interim period ending June 30, 2004.

2. Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3. Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

August 13, 2004

“Dione Bitzer”

DIONE BITZER

Chief Financial Officer