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Argonaut Special Committee and Board of Directors unanimously recommend that Shareholders vote FOR the Arrangement

Argonaut Gold Inc. has announced that it has filed its management information circular (the “Circular”) and related materials for its annual general and special meeting (the “Meeting”) of the holders (“Argonaut Shareholders”) of common shares (“Argonaut Shares”) in the capital of the Company, to be held on Friday, June 28, 2024 at 11:00 a.m. (Toronto time) at the offices of Bennett Jones LLP located at One First Canadian Place, 100 King Street West, Suite 3400, Toronto, Ontario M5X 1A4.

Special Meeting on June 28, 2024

At the Meeting, Argonaut Shareholders will be asked to consider and vote on, among other things, a special resolution (the “Arrangement Resolution”) approving a statutory plan of arrangement pursuant to section 182 of the Business Corporations Act (Ontario) (the “Arrangement”), subject to the terms and conditions of an arrangement agreement dated March 27, 2024, as amended (the “Arrangement Agreement”), entered into between Argonaut and Alamos Gold Inc. (“Alamos”).

Under the Arrangement Agreement, the parties have agreed to effect the Arrangement, pursuant to which, among other things, a wholly-owned subsidiary of Argonaut (“SpinCo”) will (directly or indirectly) hold all of Argonaut’s ownership interest in its United States and Mexican assets.

Immediately following the completion of the Arrangement, Argonaut will be a wholly-owned subsidiary of Alamos, while the former Argonaut Shareholders will own 0.0185 of a Class A common share in the capital of Alamos and 0.1 of a common share in the capital of SpinCo (each whole common share in the capital of SpinCo, a “SpinCo Share”) for each Argonaut Share previously held by them. Immediately following the completion of the Arrangement, and before giving effect to any financing to be completed by SpinCo, the SpinCo Shares held by former Argonaut Shareholders (other than Alamos) will represent approximately 86.2% of the issued and outstanding share capital of SpinCo, with the remaining SpinCo Shares held by Alamos.

For the Arrangement to become effective, the Arrangement Resolution must first be approved at the Meeting by the affirmative vote of at least two-thirds (66⅔%) of the votes cast on the Arrangement Resolution by Argonaut Shareholders.

The Argonaut Special Committee and Board of Directors unanimously recommend that Argonaut Shareholders vote FOR the Arrangement Resolution.

Mailing of the Circular and related meeting materials has commenced and Argonaut Shareholders should receive them shortly. All of the meeting materials can be downloaded from Argonaut’s website at www.argonautgold.com and also from Argonaut’s issuer profile on SEDAR+ at www.sedarplus.ca.

Receipt of Interim Order

Argonaut is also pleased to announce that the Ontario Superior Court of Justice (Commercial List) (the “Court”) has granted an interim order dated May 24, 2024 providing for the calling and holding of the Meeting and other procedural matters relating to the Arrangement.

Completion of the Arrangement remains subject to, among other things, the approval of the Arrangement Resolution at the Meeting, applicable regulatory approvals and receipt of the final order of the Court for the Arrangement.

Other Matters to be Considered at the Meeting

In addition to the Arrangement, at the Meeting, Argonaut Shareholders will also: (i) be asked to consider an ordinary resolution to approve the omnibus share incentive plan of SpinCo; (ii) receive Argonaut’s audited consolidated financial statements for the year ended December 31, 2023 and the independent auditor’s report thereon; (iii) elect Argonaut’s directors; and (iv) vote to appoint PricewaterhouseCoopers LLP as Argonaut’s independent auditors until the close of the next annual meeting of Argonaut Shareholders and to authorize the directors of Argonaut to fix their remuneration.

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